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Structuring private credit around Singapore’s VCC platform

Structuring private credit around Singapore’s VCC platform

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As private credit becomes a core allocation for institutional investors, attention is shifting beyond yield towards something more fundamental: how investments are structured.

For Singapore-based International Business Capital Pte Ltd (IBC), having an effective corporate structure is not just a feature but a reflection of its ethos.

The firm has built its private credit strategy around Singapore’s Variable Capital Company (VCC) framework, using it to deliver institutional-grade solutions with clarity, flexibility and governance.

“The VCC provides a regulated and adaptable framework for structuring private credit strategies,” says Dr Serge Besanger, chief investment officer of IBC. “This is particularly important in areas such as share financing, pre-IPO funding and private placements, where precision in structuring and capital allocation is critical.”

A purpose-built fund structure

Introduced in 2020, the VCC was designed specifically for investment funds. It enables multiple sub-funds to operate within a single umbrella entity, while maintaining strict legal separation of assets and liabilities.

This allows each strategy to be ring-fenced, ensuring that risks and returns are contained within their respective mandates.

At the same time, the structure offers operational flexibility, including efficient capital deployment, streamlined administration and the ability to tailor fund parameters to specific strategies.

Structuring around the realities of private credit

Private credit transactions vary widely in duration, liquidity profile, geography, collateral type and currency exposure.

Rather than pooling these into a single vehicle, IBC uses the VCC structure to house strategies in separate sub-funds, each defined by its own mandate, tenure and risk parameters.

“Private credit is not a homogeneous asset class,” Dr Besanger explains. “Different opportunities require different approaches, and the platform allows us to reflect that clearly without compromising governance.”

This enables investors to allocate capital with greater precision – whether it is distinguishing between short-duration opportunities and longer-term exposures or isolating specific geographical or currency risks.

Positioning within the private credit landscape

The private credit investment landscape spans a broad spectrum, from direct lending funds and syndicated private debt vehicles to digital platforms that enable investor participation in curated loan opportunities. While these models can offer attractive yields, they often require investors to take on a more active decision-making role, and may involve varying degrees of structural transparency, risk management robustness and direct exposure to borrower-level risks.

IBC’s approach differs by focusing on platform-based structuring within a regulated fund framework. Investments are housed within segregated sub-funds, supported by independent governance, institutional-grade risk management processes and Monetary Authority of Singapore-regulated fund managers.

This positions the platform closer to an institutional fund architecture rather than a deal-by-deal lending model, offering investors greater clarity, risk segregation and oversight while still allowing access to private credit opportunities across different strategies and jurisdictions.

A differentiated governance model

As a sponsor of its own VCC platform, IBC retains responsibility for platform governance, while appointing independently licensed, MAS-regulated fund managers to oversee portfolio management, execution and compliance.

This model enhances accountability while avoiding concentration of control.

“The separation of roles strengthens oversight and reinforces investor protection,” says Dr Besanger. “It ensures that investment decisions are made within a regulated framework, independent of platform ownership.”

The structure also provides the flexibility to appoint, review or transition fund managers over time, allowing the platform to remain aligned with evolving strategies and performance expectations.

Embedding transparency and control

Within the VCC framework, each sub-fund operates with independent administration, valuation and audit processes. Investors receive mandate-specific reporting, supported by oversight from licensed fund managers operating under MAS supervision.

This layered approach provides clarity on exposures, performance and risks at both the portfolio and sub-fund levels.

Positioned for cross-border investing

As private credit strategies increasingly target regional opportunities, legal certainty becomes a key factor for investors.

The VCC framework allows capital to remain within a Singapore-domiciled structure governed by Singapore law, while deploying into cross-border opportunities.

This reduces structural complexity and enhances enforceability, particularly in multi-jurisdictional transactions.

Building trust through structure

As the private credit market matures, investors are placing greater emphasis on governance, transparency and structural integrity.

IBC’s approach reflects this shift, positioning the VCC not simply as a fund vehicle, but as a disciplined platform that integrates independent managers within a controlled and transparent framework.

“The ability to structure capital effectively is becoming just as important as sourcing opportunities,” Dr Besanger says.

In this context, returns alone are no longer sufficient. For institutional investors, trust is increasingly built on how those returns are structured, governed and delivered.

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