masterclass pe fundraising prof. luc nijs founder & chairman horizon ltd geneva july 2, 2009...
TRANSCRIPT
Masterclass PE Fundraising
Prof. Luc NijsFounder & Chairman Horizon Ltd
Geneva July 2, 2009ICBI Super Return Emerging markets Conference
How today will look like (more or less)
9.30-11.00 Data reviewStructural
considerations and applications 11.15-12.30 Terms & conditions (I)
13.30-14.15 Terms & conditions (II) 14.30-16.00 EM PE as an asset class 16.00-16.30 Wrap-up, Q&A and
discussion
Where to start? Why not fundraising !
Despite the market conditions EM PE raised $ 66,5 bio in 2008, a 12% rise
Proportional share in total global PE fundraising raising for 5 years in a row now
Relative decoupling & economic power shifting is reinforced by current recession
Cyclical recession became a structural one and the risk of L-shape depression is looming (cf. Ponzi economy)
Source: EMPEA April 2009
Market Outlook
A few conflicting data:
Preqin (April 2009): US leads the way with 23 bio $ Europe 20,2 bio $ EM 2,7 bio$
Lot of funds postpone final closing Development finance will focus more on
direct investing (FOM,…) Force of consolidation coming in 25-50% of GPs are struggling for survival
9%
30%
45%
7%
9%
Africa
Asia Pacific
Latin America
Middle East
Which Region would you invest in?
Russia
5%
43%
8%
18%
8%
13%
5%
Australia
Brazil
China
India
Which emerging country would you invest in?
MENA
Russia
South Africa
Market Outlook
Argumentation for refusal of EM proposition: (Short-term) EM risk Lack of experience in EMs Only few quality GPs available in EMs
Quantitative easing and systemic risk?
A (new) inconvenient truth about risk
Political instability
Legal / Regulatory
Curreny (F/X)
Market fundamentals
Counterparty
Market fundamentals
Structural issues
Environmental
Legal / Regulatory
Pre-crisis Thinking
Post-crisis Thinking
Em
ergi
ng M
arke
tsD
eveloped Markets
High RiskHigh Growth
High RiskHigh Growth
High RiskLow Growth
Low RiskLow Growth
Emerging Markets Risks Developed Markets Risks
EM Private Equity performance
Source: Cambridge Associates LLC & prop. research,: pooled end-to-end returns, net of fees, expenses and carried interest
Comparative end-to-end results 6/30/2008
(*) Statistical noise likely due to low sample distribution
Source: Cambridge Associates LLC & prop. research,: pooled end-to-end returns, net of fees, expenses and carried interest
Impact on portfolio construction
In 2008 about 1/3 of the total pool of LPs had some kind of exposure to EMs
Portfolio weighting somewhere between 10-30% Do or die for LPs the next couple of years Systemic risk in Western markets are not reflected in risk premiums
Source: Proprietary data
So now what…
If PE is an activist shareholders’ position than why have these funds been managed as investment vehicles
Demonstrate inept to manage companies Focus on financial engineering Models have to change
Fund structure Terms & conditions Exit modeling Valuation and transparency
So now what…life after leverage
Value creation/operational side Impact of average /holding periods Massive room for improvement of private capital formation Put capital to work But do they have the right ‘human capital in place’?
Is this time going to be different for EMs?
During previous booms and busts the developed and developing world evolved in a parallel fashion
This time there is a (partly) contra-cyclical pattern
Political & regulatory impact Global versus local teams: the best of both Business model rethinking & paradigm
shift EM debt usage less or more prudent
Natural questions
Is this a crises like every other or a profound shift?
How will the industry evolve in the next decade?
What are the implications for the asset class? What is the position of EM propositions within
this space? What is the impact on portfolio management
and allocation Can we learn something that might affect the
fundraising effort?
This talk
Will seek to answer these questions by looking backwards
Traditionally, very hard to understand key drivers of private equity success
In recent years, much more information Drawing on large-sample and case
evidence Thoughts about future of private equity
more generally… And particularly in new private equity markets
Everyone does about the same
Frequent claim among investors: Emphasis on balancing portfolio by:
Type of fund Location of fund Vintage year
Similar to what’s seen in public market investing
Recent work
Has sought to understand how much difference is… Between fund classes Between funds
Seeking to distinguish importance of individual performance
0% 5% 10% 15%
PrivateEquity
EquityFunds
Bond Funds
Difference BetweenTop and BottomQuartile
Evidence from the Yale endowment
Source: Lerner [2003]
More general patterns
0%
5%
10%
15%
20%
All Private Equity Venture Capital Buyouts
Source: Kaplan and Schoar [2005]
The reality
The key difference is between different funds: Unlike public markets
Investing in the right categories is not nearly as critical as getting into the right companies!
“Regression to the mean”
Frequently heard stories… “Our last two funds were a
disappointment, but we’re getting back on track…”
“I considered investing in the fund, but I decided that their success must be a fluke...”
Recent work
Has sought to understand nature of performance: Is there little continuity from quarter-to-
quarter? Many studies of public markets suggest little
persistence: Mutual funds Hedge funds
Or is the reality different?
Persistence of performance
Bottom Medium Top
Bottom Tercile 61% 22% 17%
Medium Tercile 25% 45% 30%
Top Tercile 27% 24% 48%
• High likelihood that the next funds of a given partnership stays in the same performance bracket Persistence
• 1% boost in past performance → 0.77% boost in next fund’s performance
Source: Kaplan and Schoar [2005]
The reality
Performance seems to be very “sticky”: Good continue to do well Underperformers continue to do so
While exceptions, seems to be the basic rule: Seen in buyouts as well as venture
Growth doesn’t hurt
Numerous venture groups have grown dramatically. Mid 1980s and late 1990s.
Recent dramatic growth by buyout funds Have typically argued that can sustain
performance despite growth But powerful incentives to grow may induce
skepticism Market is now clearly turning away from the at
this stage
Fund sequence number
• Positive relationship between IRR and fund sequence number
• First time funds perform especially poorly
• Regression results control for vintage year effect, fund category and fund size
IRR and Fund Sequence Number
0
5
10
15
20
25
1 2 3 4 5 6 7 8 9 10 11
Sequence Number
IRR
Source: Lerner and Schoar [2005]
Fund size
Concave relationship between IRR and fund size
Fund size is measured as capital committed at closing
Regression results control for vintage year, fund category
Relation IRR and Fund Size
0
2
4
6
8
10
12
14
1 2 3 4 5 6 7 8 9 10 11
Fund size in $100 million
IRR
Source: Lerner and Schoar [2005]
• Negative relationship between change in IRR and change in fund size for a given firm
• Fund size is measured as capital committed at closing
• Regression results control for vintage year effect, fund category, and firm fixed effects
Change in fund size
Source: Lerner and Schoar [2005]
• Positive relationship between IRR and the ratio of partners to committed capital
• Regression results control for vintage year effect, fund category, and fund size
Partner to size ratio
IRR and Partner to Size Ratio
0
5
10
15
20
25
30
0 0.2 0.4 0.6
Number of Partners to $100 million in committed capital
IRR
Source: Lerner and Schoar [2005]
• Positive relationship between IRR and the ratio of partners to total staff
• Total staff includes associates, principals etc, excludes purely admin. positions
• Regression results control for vintage year effect, fund category, and fund size
Partner to total staff ratio
IRR and Partner to total staff ratio
0
2
4
6
8
10
12
14
16
0.1 0.3 0.5 0.7
Number of partners to total staff
IRR
Source: Lerner and Schoar [2005]
Difference in deal success rate
0%
1%
2%
3%
SpecializedFirm with
SpecializedPeople
GeneralistFirm with
SpecializedPeople
GeneralistFirm with
GeneralistPeople
Specialist firms are more likely to have successful deals I.e., 30% vs.
32.1% vs. 33.1%.
Partners’ focus especially matters
Source: Gompers, Kovner, Lerner and Scharfstein [2005]
Returns: Disparity between recent past and historical pattern
0%
5%
10%
15%
20%
25%
10/86-9/06 10/03-9/06
Small FundsMedium FundsLarge FundsMega Funds
Source: Venture Economics
Returns: One past episode
0%
10%
20%
30%
40%
50%
12/86-12/89
Small FundsMedium FundsLarge FundsMega Funds
Source: Venture Economics
One past episode (continued)
0%
10%
20%
30%
40%
50%
12/86-12/89 12/89-12/92
Small FundsMedium FundsLarge FundsMega Funds
Source: Venture Economics
The reality
Funds with higher sequence number, i.e., established funds, perform better
Larger funds have better performance—to a point Rapid growth in capital under management is
associated with performance deterioration May be driven by less impact of partners:
Funds with more partners per dollar managed have higher returns
Funds with higher partner-to-non-partner ratio have higher returns
Decline in specialization leads to poorer performance
Anyone can play
Lately, great deal of interest from new investors: Public pension funds Non-U.S. governmental entities
Attracted by high returns that established investors have enjoyed
Recent research
Has sought to understand the differences between investors Does everyone do the same? Or are there substantial differences?
Key data: LP investment decisions Fund returns GP and LP characteristics
Performance summary
Substantial performance differences: ~13% differential in annual returns
between endowments and next best Entirely driven by early- and late-stage VC
Advisors and banks particularly poor Patterns true when weighted as well
Performance by investor type
-5% 0% 5% 10% 15% 20%
Endowments
Private Pensions
Insurance Companies
Public Pensions
Advisors
Banks
Source: Lerner, Schoar and Wang [2005]
Concerns with univariate tests
Do these reflect other differences: E.g., endowments early investors and
more heavily weight VC Examine through regressions:
Regress IRR on fund and LP characteristics
Only include <1999 funds to insure meaningful performance numbers
Regression analyses
Differences persist: Endowments outperform; corporate
pensions and banks underperform Proximity negatively associated with
performance Younger LPs do worse:
At least among advisors, banks, corporate pensions, and insurers
Regression analyses (cont’d)
Market inflows: Negative in general Especially for advisors, corporate
pensions, and insurers. Hot markets appear to lead to more herding
by these investors Question: Does a bear market have the
same effect?
Reinvestment decisions
Reinvestment decision should be made with better information and without access constraints
Look at follow-on funds in our sample: Only look at same classes of funds
Statistics on reinvestment
Reinvestment rates differ: Public pensions, insurers higher Higher in VC than buyouts
More likely to reinvest when high IRR Next fund has higher IRR when reinvest
Reinvestment (continued)
Pension funds and advisors tend to invest when current returns are high
But much more dramatic difference in future returns from endowments Also smaller funds
Substantial differences in ability to identify or act on inside information
Reinvestment and current returns
0
10
20
30
40
Advisors Banks CorporatePensions
Endowments PublicPensions
Reinvested
Did Not Invest
Source: Lerner, Schoar and Wang [2005]
Reinvestment and future returns
-10
0
10
20
30
40
Advisors Banks CorporatePensions
Endowments PublicPensions
Reinvested
Did Not Invest
Source: Lerner, Schoar and Wang [2005]
Is access an explanation?
Do endowments do well because they were “there first”?
Other way to look at: Funds that were undersubscribed Funds which took a long time to raise
Same patterns appear!
The reality
Huge disparities in performance. Superior performance has been largely
confined to endowments. Raise substantial questions about ability of
new entrants to succeed.
Summary
Funds with higher sequence number, i.e., established funds, have performed better→→Lesson: Being early is critical
Rapid growth in capital under management was associated with performance deterioration May be driven by organizational challenges:
Funds with more partners per dollar managed have higher returns
Funds with higher partner-to-non-partner ratio have higher returns. Decline in specialization leads to poorer performance
→Lesson: Managing growth is major challenge
Investors have had wildly uneven returns.→Lesson: Having right investment partners
matters
The special challenges of new private equity markets Lessons from Celtel, Skype and Shanda:
HBS field cases written on all three
Represent Africa, Europe and China
The checks have cleared!
All markets are global
Skype’s business model depended on consumers calling across borders
Celtel’s pan-African strategy attracted international telecoms equipment companies to become second largest source of financing
Shanda’s revenues were more than 80% dependent on a game written and owned by a Korean company
Expect deals to be massively more work intensive
Skype’s code was written in Estonia, the management team was spread throughout Europe, the customers were all over, and the founders could not travel to the US
Celtel needed to raise over $400mm from 2001 to 2004 during the meltdown of the telecommunication investing markets—all of it to be spent in Africa
Shanda was threatened by a lawsuit from the Korean vendor whose game accounted for most of their revenue
Back to basics
Skype’s founders had control over a sale
Celtel had minority partners in all 15 of its operations (i.e.: 15 different groups in 15 different African countries). It also had an all common stock equity capitalization
Shanda management was furious that SAIF sold some stock after the IPO
The real value added is transparency
Skype owned its technology as a result of the VC investment
Celtel had a prestigious board who insisted on transparency and openly refused licenses that had the taint of corruption
Shanda’s settlement with its key vendor was negotiated by SAIF
Advice: Top tier firms must be global
LPs will prefer to go global with people they know, but will be skeptical about execution—so they will pursue a mixed model
The top tier firms will need to be global to maintain top tier status—there is simply too much information they would otherwise miss, and the overseas growth and return rates will be higher than US return rates
Global top tier firms will outperform local top tier firms over longer periods of time
Brands will likely cross borders but are no guarantee of success
Advice: Tourist VCs will not be successful, you must be on the ground
Act global but think local.
Local, permanent, day in, day out presence is an absolute must
Advice: The industry will not be replicate that in the U.S.
Less developed PE markets require much more resource on each deal
Investment strategy may vary from location to location:
Less of a premium for early stage investing in less developed markets
Advice: There are no settled models for running a global private equity firm
Lots of models to choose from: Large PE firms provide useful models of
satellite offices There are interesting models of building an
affiliate firm with different GPs and LPs (Accel, Benchmark);
There are many examples of investment in independent firms (Chengwei, Argnor)
But no set answers yet Keys to success: communication among
investing partners, expectation setting between offices, portfolio management globally
Advice: You can’t do this on the cheap
Must be approached with the same intensity and vigor and commitment as your most important initiative
Advice: The key company value builder is transparency
Exits are through one global market, whether they are M&A or public floats (NY/London)
This is the lesson of the 60’s and 70’s all over again: don’t treat portfolio companies as small companies, treat them as large companies who happen to be small right now
PE firms will need to stockpile management talent and keep overseas offices staffed well enough for frequent, persistent oversight of portfolio companies
Five Easy Pieces (of Advice)
1. Top tier firms must be global Global top tier firms will outperform local top tier firms over longer
periods of time
2. Tourist VCs will not be successful, you must be on the ground
3. Overseas industry will not be replicas of U.S. There are no settled models for running a global private equity
firm
4. PE Firms can not go global on the cheap Must be approached with intensity, vigor and commitment.
5. The key company value builder is transparency Teaching the culture of minority equity ownership may be the
lasting legacy of US venture capital.
An appreciation of the current state of play
Despite the record write-offs, liquidity constraints (distribution drought & the denominator effect) and possible defaults LPs are facing there seems to be a continued interest in the asset class.
UK pension fund association (April 2009): continued support for the PE environment through allocations
CalPERS to put less in stocks, raise bet on private equity (June 2009)
Role of private equity in institutional investor portfolios to increase, says fund of funds manager Adveq (June 2009)
An appreciation of the current state of play
Short-term tough with limited visibility LP momentum How to manage a new equilibrium What is the new ‘normal’ How do normal people behave in
‘abnormal times’
Fundraising efforts
First-time fund (infra) Follow-up fund Who are you as a team/organization? Track record
What is considered important
Survey institutional investors by BNY Mellon (May 2009)1. Alignment of interests2. Transparency3. Performance4. ….5. ….
Who do you want to approach?
UHNWI Family offices Pension funds Insurance funds Endowments SWFs FoF Other institutional investors In the West or in EMs
Are EM LPs different than their Western peers Better understanding of EMs? More sensitive to (Western) brand
association when selecting GPs Diverting capital flows during crunch times
(reversed globalization) Quite often larger allocations than
Western peers Often faced with regulatory restrictions Lack of transparent decision-making and
communication process
And what do you know about them?
In particular: Their asset allocation program Geographical coverage Recent performance Their understanding and experience in
PE and alternative assets Consistency of in-house team Timeline of their liabilities
F.e. defined benefit vs. defined contribution plans
And who are you as a sponsor?
What have been your previous fund strategies?
Regional/country versus global? Single- versus multi-industry approaches Open ended or closed funds How are you organized? Who is doing fundraising? Fulltime? Do you have Investor relationship managers? What kind of communication protocol do you
have in place?
What comes first?
Putting the whole structure in place Or raising funds and when feasible put
stuff in motion?
The latter occurring more often recently given the uncertainty in the fundraising cycle
The use of FoF Everybody has its own agenda Is there still place for FoFs in an economic
environment where things are ‘back to basic’ Only very few FoFs have decent EM experience
(despite what they tell you) Do you want to invest someone’s money you
don’t know (remember Bank of NY Mellon survey) What kind of mandate do they have? Did they (FoFs) deliver for their investors? Let’s look at the reasons why they exist anyway?
The use of FoF
Avoid them if you can Not instrumental for your business going
forward
Reality is a bit against my position: In hedge fund space 50% of
commitments come through FoF (but are more specialized as well)
‘Hot money’ issue is something you want to avoid
UHNWI
Easier to build a relationship with But reality tells us that given the time lag
between commitment and ‘draw down’ defaults are more common than with institutionals
Often need a feeder fund to facilitate smaller commitments
Your LPs
Do you believe it is your job to educate them? On emerging markets? On the asset class? On expectation re returns?
The value-add of placement agents
Besides raising capital by putting their Rolodex to work
Expansion of LP network beyond your core geographies
Market your fund knowing local cultures re fundraising and investment strategy
Add value towards PPM and content
The value-add of placement agents
How to position the fund towards investors Pinpoint a meaningful amount to be raised Coordinate road shows and be more efficient Make your fundraising more efficient Pimp up your marketing materials What are the internal processes you have to
go through Match LPs with your investment strategy-Who
is buying what? Moving headcount among LPs
First-time funds
Feels often like climbing the Everest without oxygen
Team-up with existing player Work with non- financially focused LPs Include anchor investors
LPs are not there to create a barrier to entry Most LPs have boilerplate DD processes
whatever they proclaim
Track record In what? Barrier to entry Why is it so important? Sometimes legal constraints by institutional
investors Impressive team & people versus track
record? Funds perform consistent within quartiles History tells us something about the future In particular important in environment where
new GP have been mushrooming
Strategy
ESG principles in EMs: risk management or value creation?
In what strategies would that show up? Real issue in relation to EMs Are they all executed the same way Relevant for your portfolio companies but
also for yourself as a GP
Team
What is the DNA of your team? What is the set-up of the team? Locations? How is decision-making shared? How is the carry shared? Stability- How are you going to execute your
strategy Is your team ready for the ‘new normal’ ..i.e.
generating returns by improving operations and creating synergies rather than leverage
Can your HC live up to that test?
Team
The HC rainmaker paradox Human Capital center of excellence
Retention Change management Compliance Organizational Development Recruiting Sourcing Resource Development
The due diligence process They will tell you that they have a very
sophisticated system which is thorough and even groundbreaking
Reality is that most of the process is boilerplate and based on gut feeling
Some of them will not go beyond your track record
That way great time ‘first-time funds’ are missed out on
Be aware of those that tell you the are interested in emerging markets but have never made an allocation before
The due diligence process Manage the timeline It can also help you emerging your true
potential Often external advisors are hired to execute the
DD Re-run of older fund number to measure
accurateness What are they looking for?
Besides everything discussed Deal flow origination capabilities Exit strategies
The due diligence process
Important given the high dispersion of results in the asset class
Excess returns depend largely on manager selection
Identifying risk and relating then to the return capacity of any given manager against the background of competing investment opportunities
The due diligence process Size, geography and strategy screen Formal part starts with a meeting Following that the LP will (in)validate the
investment thesis through Site visits at GP and some portfolio
companies Reference checks with existing LPs, portfolio
company management team, etc Track record analysis Market positioning analysis Review of legal conditions
Terms & conditions
Compensation 2 & 20 Alternatives? After the investment
period? Imputing transaction fees by GP?
Source: SJ Berwin AS 2009
Terms & conditions
Compensation Carry vs. hurdle rate
Source: SJ Berwin AS 2009Subject to delay until clawback unlikely
Terms & conditions
Fund structure Open or closed fund structure Key terminology Basic considerations Master/feeder structure What types of vehicles to use European vs. US vs. EM investors ? You can’t be everything to everybody Offshore structures(?)
Are you the danger zone after the G20
Terms & conditions Fund structure
Tax transparency Limited liability for LP and GP Authorization and/or regulation of fund and
manager Does it support an alignment of interest
between GP and LPs Tax-efficient structuring of man. Fees and carry Nature of co-investment arrangements Permanent establishment & operational issues
Terms & conditions
Fund structure Combining structures is an option Increases complexity and costs but will
appeal to a wider range of LPs
Terms & conditions
Governance EM GPs have reduced track record relative
to their Western peers Different regulatory environment and legal
protection of shareholders/partners Common law vs. Rule of law systems Role of the Investment committee’s
liabilities and responsibilities Pinning down investment policy to prevent
style drift
Terms & conditions
Managing expectations Re future returns Re existing funds
Re the latter: Re-invest proceeds of realizations,
including an ability to re-draw proceeds already distributed
Extended investment periods or reopened a closed fund to new capital, while some have raised annex or top-up funds
Terms & conditions
Managing expectations: distressed situations Allow (some) investors to scale down
commitments in exchange for some dilution of their interest?
Do you know where you fit in your LPs portfolio?
Terms & conditions
Communication strategies: LPs are your primary clients…ALWAYS!!! How, how much and on what? Portfolio valuation? Deal affairs Quarterly scorecards? Watch how you communicate as it is
determined by your overall objective re the relation with your LP/LP community
Key components of a good IR program?
Terms & conditions Who are your advisors?
Do they shine off on you? Madoff Stanford and the likes
Bring them in for hot issues: Valuation of the entire portfolio once a year Structuring the deal
Don’t be stingy: bring in the big guns-it will pay off
What do you want your lawyers to do Selecting a law firm
Terms & conditions
Co-decision rights?
Independence versus commitments Value of independence Board of advisors vs. Investment
committee Who is the captain on your ship? Under what conditions Financial conditions for anchor investors?
Terms & conditions
The Private Offering Memorandum
Purposes of the offering memorandum Stages in the life of the offering
memorandum Sponsor considerations Contents of the offering memorandum Key terms Marketing and regulatory considerations
Terms & conditions
The Private Offering Memorandum
Material omissions Compliance with securities laws for
private placement of securities What does it serve: (1) market the fund
and (2) describe risks to avoid liabilities, (3) facilitate due diligence
Terms & conditions
Risk management in EM Creating alpha? What is the system you’re going to use? How to deal with non-economic risk Does Value-At-Risk work the same way
here Designing your own system is probably
more authoritative
Risk management
(*) Corruption, Legal systems, Enforcement policies, Accounting transparency & Regulatory transparency and quality
(**) Deutsche Bank Eurasia Group Stability Index
(*) Corruption, Legal systems, Enforcement policies, Accounting transparency & Regulatory transparency and quality(**) Deutsche Bank Eurasia Group Stability Index
Terms & conditions
Put your money where your mouth is How much do you support the fund with your
own money? Difficult one for first-time-funds
Co-investing in deals by partners privately? Cross-fund investing not appreciated by LPs
Terms & conditions
Distributions and balancing carry
Avoid clawbacks Fund or deal level Re-investment periods … Redemptions under what conditions
Contact
Riga Graduate School of LawLaw & Finance ChairStrelnieku iela 4k-2
Riga LV-1010LATVIA
[email protected]. +37167039230