private equity, infrastructure funds workshop equity, infrastructure funds seminar •chancen &...
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Private Equity, Infrastructure Funds Seminar•Chancen & Auswirkungen auf die operativen Set-ups•Neue Vertriebsmodelle•Bewertung
Moderator: Gilbert Schintgen, CEO, UBS Fund Management (Luxembourg) S.A.
Panélistes: Marc Dellmann, Managing Director, UBS Global Asset Management, ZurichGilles Dusemon, Partner, Arendt & Medernach, LuxembourgChristian Hertz, Managing Associate, Linklaters LLP, LuxembourgJean-Christian Six, Partner, Allen & Overy, Luxembourg
The USD 57 trillion challenge
Source: OECD, IHS Global Insight, IEA, Mc Kinsey Global Institute January 2013.
Roads Rail Ports Airports Power Water Telecom Total
16.64.5 0.7
2.0
12.2
11.7
9.5 57.3Estimated infrastructure investment requirements 2013 – 2030 USD 57 trillion or approximately 3.5% of global GDP
Infrastructure investment needs meet limited government budgets
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Definition• Physical facilities and structures necessary for the functioning of an economy
• Real assets providing essential services
• Often monopolies and regulated sectors with high barriers to entry
Sectors
Energy & Utilities Transport Communication PPP
Characteristics
Investor requirements Purpose
• Stable cash flows • Coverage of regular liabilities and liquidity needs
• Recession resilience • De‐correlated performance relative to GDP• Protection of wealth in recession phases
• Inflation protection • Preservation of purchasing power
Investment considerations for a diversified infrastructure exposure
Real assets for the functioning of any economy
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Infrastructure"Filling the financing gap"
Private Equity"Owning and investing into companies"
Investment rationale Realizing cash yields Realizing capital gains
Investment universe 140 GPs, annual fundraising of USD 20‐30 billion 1'800 GPs, annual fundraising of USD 300‐400 billion
Investment horizon >10 years <10 years
Segmentation Energy and Utilities Transport Venture Growth
Communication Social Buyout Special Situation
Value generation Contractual fees Inelastic demand Top line growth Bottom line growth
Financing gap Inflation linked tariffs Multiple expansion Leverage
Risks Illiquidity Illiquidity
Event specific (political / regulatory)Asset specific (environmental / operational)Stage specific (brownfield / Greenfield)
Manager specific (skill / operational / style drift)Market specific (access to debt / IPO activity)
Asset class characteristics
Infrastructure and Private Equity
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18% 22%
36%
31%
46%
39%
51%
32%25%
0%
25%
50%
75%
100%
1980s 1990s 2000s 2010s
Source: Thomson Reuters, Buyout funds; S&P; as of January 2012 UBS database: Strategy composite performance for all vintages including 2009 per December 31st 2012.
Operational improvement as main value driver in low growth environment
Private equity value drivers: development over time
Operational improvement
Multiplearbitrage
Leverage
Changing value drivers in the private equity place
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Private Equity: focus on active managed profit growth
Avoiding Focus themes Avoiding
• Typical selection risk
• Technology/business model riskOperational low leverage growth
Profitability and efficiency growth
Technology growth
Demographic and economic development
• Typical leverage risk
• Stronger GDP sensitivity
Less selection / technology risk and GDP-growth / leverage reliance
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2
3
Enterprisevalue
Time
Special situations
Venture
Buyout
Growth
Focus strategy
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Adding different asset classes to a pension fund portfolio
Schematic diagram. Source: UBS Global Asset Management Global Investment Solutions team, time horizon: 5 years. Investments in Infrastructure (unlisted Brownfield infrastructure,globally diversified) and Private Equity have been modelled without currency fluctuations. Figures as of January 2013.Risk is indicated as volatility of returns in percent. However, volatility is not the only relevant measure of risk. Further measures of risk which can be drawn on are e.g., the maximum loss(drawdowns), the corresponding length of the recovery period as well as situations of extreme market turbulences / turmoils (analysed with stress test scenarios).There is no guarantee on the side of UBS Global Asset Management that these projected returns can be achieved and are for indicative purposes only
Expe
cted
ann
ual r
etur
n ov
er a
5 y
ear i
nves
tmen
t hor
izon
Expected risk p.a.
+ 10% Global Bonds
+ 10% Infrastructure
+ 10% Infrastructure
+ 10% Private Equity
+ 10% Private Equity
+ 10% Global Equities
Pension FundPortfolio
Infrastructure and Private Equity in a portfolio context
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AIFMD – Scope and exclusions
Each non‐UCITS investment vehicle (an AIF) managed or marketed in the EU must bemanaged by an AIFM (or be approved as an internally‐managed AIF), irrespective ofinvestment strategy or legal form, subject to:
Exemptions, incl. for funds which
Are dedicated to one single investor
Do not raise capital or
Do not have a defined investment policy
Lighter regime for AIFMs managing
Leveraged funds with < EUR100 mio of gross assets
Unleveraged funds with < EUR500 mio of gross assets and 5 years lock‐up
One‐year transitional period for AIFMs active before 22 July 2013
Until 2015, AIFs which are managed by a non‐EU AIFM may not comply with the AIFMD
Before 2015, non‐EU AIFMs may not be authorised as AIFMs
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A. Minimum share capital and own funds requirements Minimum initial share capital = ‐ EUR125k for an AIFM
‐ EUR300k for an internally‐managed AIF Additional own funds requirements
B. Operating conditions and organisational requirements Procedures and policies Human and technical resources (proportionality principle)
Conducting officers requirement
Establishment of a Lux AIFM – Key requirements
Market update – PE funds
Success of SIF and SICAR vehiclesNumber of units investing in private equity and unlisted securities
Source: CSSF
Origin of General Partnersbased on # of SICARs
Source: CSSF annual report 2011Luxembourg
9%
Fund administrators and banks are building up their PE servicing capacities:
Global players /banks Independent fund administration players
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The PE fund toolbox - Snapshot on structures
SIF / SICARDirect Funds
Umbrella Funds
SIF / SICAR
PE‐FundsPE‐FundsFundsFunds
Master‐Feeder
SIF / SICAR
PE FundsPE Funds PE FundsPE Funds PE FundsPE Funds
Funds of Funds
SIF / SICAR
SF1 SF2 SF3
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The PE fund toolbox - Latest updates and innovations
The New Luxembourg Limited Partnership
What are the objectives?
To follow in the tracks of the English/Scottish LP regimes
To promote a single jurisdiction for capital raising and investment structuring
To ensure tax transparency
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The PE fund toolbox - Latest updates and innovations
Modernization of current LP structure (S.C.S.) and creation of new LP structure with no legal personality (S.C.sp.)
Tax transparent (no corporate income or wealth tax)
Not subject to Luxembourg trade tax if GP < 5% of partnership interests
New flexible provisions relating to management
Contractual freedom
Confidentiality
AIF (SIF)
Optional: SPV
Investments
SOPARFI
Investments
Luxembourg Limited Partnership
Investors
FundS.C.S. / S.C.sp.
GPInvestment Adviser
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Tax update – Snapshot: PE acquisition structuring
Hybrids
Shareholder loans
Bank Loans
SOPARFI structures
Lux HoldCo / BidCo
Investments
AIF
SOPARFI
Leading structuring hub:
Short time to market Proven track record
Tax efficiency:
In general, dividend and capital gains tax exemption available based on domestic regulations Efficient taxation structuring leads to reduced or no
withholding tax on redemption of hybrids, liquidation proceeds and interest payments
Efficient capital structure:
Low gross margin on financing activities (to be confirmed by the tax authorities in view of the amounts and risks taken)
Management
BANK
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Tax update – Snapshot: PE fund structuring
All asset classes/strategies
No WHT No taxation at Fund level 1bp levy on NAV for SIF only
Minimum tax leakage on capital gains and income
End investor usually achieves same result as direct investment
EU Directives and DTT access No or optimally reduced WHT Certainty around tax exposure
AIF (SIF)
Optional: SPV
FUN
D S
TRU
CTU
RE
SPV
Investments
Optional: SOPARFI
Investments
PE fund structures
Investors
SIF / SICAR
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Tax update - Recent developments
Attractive taxation of carried interest
New framework for Highly Skilled Workers (« expats »)
At the General Partner level
Increased substance requirements (tax treaty eligibility, CFC rules…)
Stricter transfer pricing requirements
Manage permanent establishment risks
At the PE fund level
At the SOPARFI level
AIF “Management” services ‐ VAT exempt
Monitor the VAT services received from abroad to optimize the scope of the VAT exemption
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1. Option 1: Fund appoints Swiss manager as AIFM and avoids AIFMD compliance
Swiss manager must be authorised as an asset manager by the FINMA
Investment decisions are taken by the Swiss manager
Swiss manager may appoint one ore more investment adviser(s)
Fund does not benefit from AIFMD passport and marketing within the EU must be made on the basis of local PPRs
Transitional exemption from the AIFMD expected to be waived as from 2015
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FUND (SCA)
Swiss AIFM
GP (Sàrl)
Structuring options – Swiss manager / Lux PE fund.1
2. Option 2: Lux AIFM and appointment of Swiss manager as investment manager or investment adviser
Lux AIFM must comply with all AIFMD requirements
Lux AIFM may be a service provider (“rent‐an‐AIFM” solution)
GP can be the Lux AIFM (but unlimited liability)
Fund benefits from AIFMD passport
If Swiss entity appointed as investment manager, must be authorised as an asset manager by the FINMA (and compliance with AIFMD anti‐letterbox provisions)
If Swiss entity appointed as investment adviser, Lux AIFM may not be a simple rubber stamping entity
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Swissmanager/adviserLux AIFM
Structuring options – Swiss manager / Lux PE fund.2
FUND (SCA) GP (Sàrl)
Peru: 64%
Chile: 73%
Sweden: 71%
Germany: 67%
France: 70%Switzerland: 70%
Bahrain: 76%
Singapore: 71%
South Korea: 100%Japan: 61%
Taiwan: 75%Hong Kong: 73%
Distribution options …the big picture
Private placement
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Conditions:
– Registered (small) Luxembourg AIFM (not authorized)
– Domestic private placement rules, if available
until 2018
AIFAIFM Luxembourg
SIF
NPPR
Registered AIFM
EU passport & Non-EU private placement
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Conditions:
– Authorized Luxembourg AIFM (above threshold or opt-in))
– Within EU: passport mandatory
– Third countries: domestic private placement rules, if available
AIFAIFM Luxembourg
SIF
Passport only
Authorized AIFM
Local distribution rules
Private placement
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Conditions:
– Domestic private placement rules, if available
– Transparency rules / reporting
– Cooperation agreements
– Not on FATF list of non-cooperative countries and territories
until 2018
AIForAIFM Luxembourg
SIF
NPPR until 2015
Third country passport
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AIFM
AIF
EU AIF 2015 = subject to confirmation
Conditions:
– At AIFM level: full AIFMD compliance; for Non-EU AIFM: additional conditions (MSR)
– At AIF level:
– cooperation agreements
– not on FATF list
– Article 26 of OECD Model Tax Convention
– Stricter rules possible on a country by country basis
via passportor
As of 2015