Private Equity Part 1
Private Equity Part 1
Private equity offers the opportunity to share in the Generally, private equity funds have the following
development of companies that have the potential to characteristics:
achieve above-average growth. Managers of private equity an intended limited life of 10-12 years;
investments work in partnership with the firms they invest in no continuous capital raising during the life of the fund,
to create value by growing revenues and profits as well as as investments are made from calling on capital already
optimizing the capital structure. Ultimately, it is largely the committed by their investors;
collaboration between firm management and private equity illiquid investments and no requirement to redeem
managers that determine a company’s destiny, and not the investors' interests upon their requests;
vagaries of the stock market. no routine acquisition of listed securities or derivatives as
the focus of their investment strategy.
Given the specific characteristics of the private equity
market, fund manager skills have a more significant impact To summarize, the investment strategy of private equity
on fund returns than is the case for funds investing in public funds is characterized by the deployment of equity capital
securities markets. In public markets, a great deal of targeting investments for financial returns arising out of
company information is freely or at least easily available and long-term capital appreciation. Many of their investee
is therefore by and large incorporated in asset prices. In companies are unlisted firms, a sector that generally has
contrast, in private equity, information is largely private. limited access to bank and capital market financing. The
Fund managers must therefore have a much more hands-on private equity industry also provides an important source of
approach to selecting companies and interacting with their growth capital for small companies for business expansion
management. This greater effort, however, allows fund (including capital expenditure, working capital and strategic
managers to capture economic rents that would not be acquisition), management buyout and re-capitalization. Exits
available in an investment space with readily available public from investments are through a listing of the shares of the
information. Another related feature, the long-term nature investee company or strategic sale and, to a lesser extent,
of private equity investments, allows investors enough time through structured sale such as the buyback of the fund's
to implement and effect fundamental and lasting changes. equity interest by the investee company or its other
In addition to this, private equity arrangements include shareholders. In addition, during the investment holding
compensation structures that strongly incentivize company period, private equity fund managers add value to investee
executives as well as private equity managers to achieve companies through instilling corporate governance,
attractive returns for their investors. Private equity funded providing advice on financial, strategic and operational
firms tend to exhibit corporate governance that better align matters, as well as strengthening management teams.
the interests of investors and management. These are
features that can help drive value creation and performance. How large is private equity as an asset class?
Private equity is still a small asset class compared to listed
Private equity is sometimes perceived to be a higher-risk, equities and fixed income markets. In the wake of the
high-return asset class. The perception of higher risk stems financial crisis, the amount of fundraising by private equity
from its traditional close association with venture capital - funds declined substantially (see Figure 1). Nonetheless,
the making of equity investments in young companies with globally around $2.5 trillion of capital has been raised and
strong potential for growth, often provided pre-revenue and cumulatively deployed through fund investments. In
usually pre-profit- which is a riskier sub-sector of the asset addition, we estimate that at the end of 2010 around $400
class. However, investing in a risky start-up company is but billion of committed, but uncalled, capital will remain. While
one small segment of the private equity market. By far, the these amounts may appear substantial, they pale in
largest part of the private equity sector involves buyouts of comparison with the global market capitalization of listed
established companies with solid customer bases, proven stocks, which stood at $50 trillion as of September 2010.
products and quality management. Other sub-sectors
include control oriented distressed investing, providing What are the typical requirements to invest
mezzanine financing, supplying growth capital and in private equity?
implementing variants of special situation opportunistic High net worth and Family offices have been traditional
investing. participants in this space and remain a key part of the
investor community.
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Figure 1: Private equity global fundraising Partners in their partnerships; otherwise, they can accept a
Capital raised by quarter (01/01/2006 – 06/30/2010, in billions maximum of 99 Limited Partners.
of dollars)
250 Under Regulation D of the Securities and Exchange
207
Commission's rules, which governs the private placement of
200
196 195 funds, private equity firms under most circumstances cannot
167 have more than 35 unaccredited investors as Limited
159
149 Partners. To be accredited, an individual investor must have
150 134
124 128 132 122 a net worth of $1 million (or joint net worth with spouse), or
121
have made at least $200,000 in each of the prior two years
100 88
76 (or joint income with spouse of at least $300,000), and have
57
48 50
a reasonable expectation of making at least the same
41
50 amount next year.
Source: BCG, Hennessey, Preqin, 2009 Figure 3: Structure of a private equity fund
Insurance Pension
Pension Large
The minimum commitments that private equity firms set for Limited Partner HNWI
HNWI Other
Company Fund
Fund Corporate
their funds generally run from $5 million to $20 million.
Fund of fund managers (described later in the series)
generally set minimum commitments in the $250,000 to
$500,000 range for individuals, and at significantly higher
General Partner The PE Fund Manager
levels for institutions. At their discretion, General Partners
can make exceptions to these minimum commitments, and
they often do. Amendments made in 1996 to The
Investment Company Act of 1940 in the United States give Company Company Company Company Company
private equity firms an incentive to accept individual Companies A B C D E
investors if they have investable assets of $5 million or more,
and institutional investors if they have investable assets of
$25 million. The incentive is that private equity firms can Source: UBS
accept up to 499 so-called "qualified investors" as Limited
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An important element of limited partnerships is that the Transaction fees – These can amount to 0.5% to 1%
General Partners also commit investment capital to the fund. of deal enterprise value. These fees represent a success
This ensures that mutual interests are well aligned. Private fee for identifying and completing a transaction. Such
equity partnership agreements signed by the parties involved fees are usually credited to the fund or split with the
govern the actions, and carve out the roles, of both the fund and the General Partner on a prearranged basis.
General and Limited Partners. Agreements typically provide Abort fees (i.e., fees to recover expenses involved in
for an investment period of five to seven years, and for a deals which are eventually not consummated)
partnership term of 10 to 12 years. traditionally have been charged to the fund. However,
this can be a point of negotiation between the Limited
Capital drawdown and distribution – General Partners of and General Partners, with Limited Partners increasingly
a fund draw down capital from the Limited Partners as and seeking to have abort costs netted against transaction
when they make investments. General Partners call down fees.
capital only as they require it, rather than in pre-set amounts Monitoring fees – These may be charged for
according to a rigid timetable. If an investor fails to fund a continuing to ensure that the transformation process of
capital call from a fund when due, the fund may exercise a company acquired by the fund is going according to
various remedies with respect to such investors to forfeit, or plan. These tend to be relatively small and are
sell, all or a portion, of its interest in the fund or requiring increasingly uncommon.
that the investor immediately pay up the full amount of their Carried interest – This is a performance fee sharing
remaining capital commitment. Cash or stock is returned to arrangement and usually equates to 20% of capital
Limited Partners after the General Partner has exited from gains. This is typically not paid out until Limited Partners’
an investment. Stock distributions are sometimes referred to capital has been returned and a specified rate of return
as "in-kind" distributions. The partnership agreement on their investment has been achieved. This is designed
governs the timing of distributions to the Limited Partner. to incentivize the fund manager but delays the moment
at which a fund becomes profitable from the fund
Fees, profit sharing and incentive alignment between manager’s perspective.
general and limited partners – While fees and profit
sharing (carried interest) may occasionally vary across
partnerships, the "2-and-20" structure is the most Figure 4: Private equity compensation illustration
prevalent. “2-and-20” means that the annual management
fee is 2% of the committed capital, and when final Limited
investment gains are realized, 20% of the profits go to the Partner
General Partner as their profit share. The fee structure for
private equity funds sources of income for the General
Partner comprises a variety of different component parts, Profit
Sharing
including, but not always limited to all of the following:
Management fee – These payments are typically set at
approximately 1% - 2% of committed capital during the
General
initial investment period (of about five years). These Partner
Management
payments then usually fall back to a lower percentage of Fee 8% Hurdle Rate
the total of un-drawn capital plus the acquisition cost of
investments still held (i.e., excluding capital already
returned to investors). The fees are usually payable from Net Cash Flows
the outset of the fund’s life. To avoid individual funds Source: UBS
being churned to increase management fees, the fee
may be reduced further or removed if a younger
concurrent fund is set up.
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