Filipa Miranda Relvas

CESL III has now held its final closing at approximately EUR 3 billion of total investable capital and was oversubscribed, exceeding its initial target of EUR 2 billion. The fund represents a significant increase compared to its predecessor fund, Crescent European Specialty Lending Fund II, which closed at EUR 1.8 billion.

We advised on all Luxembourg legal aspects of the continuation vehicle and the wider transaction, including the structuring and launch of the continuation vehicle, the design and implementation of rollover and reinvestment mechanics for existing investors and management, the financing arrangements for the new continuation vehicle and its holding entities, the restructuring of the Luxembourg holding platform, and the contribution of the acquired portfolio of assets to the continuation vehicle.

On 22 August 2025, the Luxembourg tax authorities published a second circular on the application of the reverse hybrid rules (LIR 168quater/2). This circular clarifies the conditions under which an investment fund qualifies as a “collective investment vehicle” (CIV) carved out from the applications of the reverse hybrid rules.