Untold potential - Debevoise & Plimpton LLP
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Analysis
R O U N D T A B L E
SPONSORS
DEBEVOISE & PLIMPTON • JEFFERIES • LANDMARK PARTNERS • NEUBERGER BERMAN
PJT PARTNERS • SCHRODER ADVEQ
Untold potential
The sheer scale of GP-led secondaries opportunities is enormous. But
with turnover still marginal, the LP secondaries market is also poised
for exponential growth, write Amy Carroll and Adam Le
It is no secret that the concentrated of course, these transactions have come a broker. It often makes sense for a
GP-led secondaries market has explod- to represent the opportunity to access GP to clear the market and have that
ed over the past 12 months, as spon- exceptional managers and their star third-party vetting,” he says. “But we
sors have weighed up the comparative portfolio companies. But with the full are still able to have meaningful in-
risks of executing new buyout deals in pricing and inherent concentration risk fluence in crafting the structure. We
the midst of a global pandemic, against that come with the assumption that would much rather be in that position
holding on to high-conviction assets you are buying into the best, diligence than having limited time, limited access
with proven management teams for is key. to information, and limited input.”
longer. “If you are going to put a big chunk The other essential ingredient for
LPs are also increasingly supportive of your fund into a particular asset, you a concentrated GP-led transaction is
of these single, or concentrated mul- need to be sure you have done all the alignment. “Complex deals really do
ti-asset, deals. “Two-thirds of private work you possibly can – not limited by need to be a win-win-win for all the
equity M&A exits are sponsor-to-spon- lawyers, or access to the GP, or dead- counterparties at the table,” says Scott
sor,” David Perdue, partner in the stra- lines,” says Christiaan van der Kam, Beckelman, managing director and
tegic advisory group at PJT Partners, head of secondaries at Schroder Adveq. co-head of private capital advisory at
says at our secondaries roundtable. “One of the most attractive aspects of Jefferies, adding that this can manifest
“If you are a large LP, that means GP-led deals is the ability to be in dis- itself in a number of ways, including an
the chances are you will be owning cussions with the sponsor throughout increase in GP commitment, the roll or
the same underlying risk. But take the life of the process and ideally even re-investment of any realised carry and
deal frictions into account, plus the before the process has begun.” a shift in economics, such as a reduc-
fact you have an unproven relationship Indeed, Scott Humber, a partner tion in management fee or tiered carry
between the new sponsor and manage- in Landmark Partners’ private equi- structure, as well.
ment team, and LPs inevitably start to ty group, adds that his firm has been “Alignment with the GP is very
wonder if it wouldn’t be better for these known to have conversations for over important. There are some GPs that
high-quality assets to stay where they a year before an actionable opportunity are taking a lot of money off the table
are.” emerges. and no longer have enough skin in the
Meanwhile, for secondaries buyers, “That transaction may then go to game,” says Humber. “We will press
28 Private Equity International • May 2021
Analysis
“Complex deals really
hard on that aspect of a deal and walk
away if the alignment is not there.”
Secondaries or syndication?
As appetite for single-asset GP-led
deals escalates, however, that ability
do need to be a
to do due diligence and achieve en-
hanced alignment is becoming harder
to achieve. John Rife, partner at De-
win-win-win for
bevoise & Plimpton, points to a recent
deal he worked on involving a syndi- all the counterparties
cate of around 30 investors, none of
which was a recognisable lead.
“The GP decided to use the same at the table”
documentation it had negotiated and
agreed for a prior GP-led secondaries SCOTT BECKELMAN
deal,” he recalls. “I am not really sure Jefferies
that is the best way to be doing these
transactions. I don’t think it creates the
right alignment tailored to the deal.”
“Those sorts of deals look to us like
more of a syndication,” agrees Tristram
Perkins, head of secondaries at Neu-
berger Berman. “The GP picks the
asset, sets the price and terms for the
continuation vehicle. And the inves-
tors line up. That dynamic is a whole “The challenge is
lot less interesting to us than the more
complex multi-asset deals, where we
may not necessarily be shaping the limited bandwidth. It
portfolio, but we have input and we
work with the GP directly to negotiate
the price and the GP economics. From
a complexity standpoint, those syndi-
can be difficult to corral
everyone’s time and
cated, single-asset deals feel more like
capital markets trades when compared
to negotiating, structuring and closing
attention because of
a multi-asset continuation fund, which
can feel like closing multiple-buyout
deals in parallel.”
There is also a trend towards spon-
sors using a continuation fund in par-
allel, or on the heels, of a partial M&A
the exceptional volume
stake sale, where pricing is derived
from that third-party process.
“The sponsor uses that as a tool to of supply”
lock in a great return for an older fund,
giving LPs the opportunity to re-in- DAVID PERDUE
vest but also to generate liquidity on PJT Partners
attractive terms,” says Beckelman. “In
those cases, the secondaries market is
May 2021 • Private Equity International 29
Analysis
Tristram Perkins
Managing director and global head of secondary
private equity, Neuberger Berman
Tristram Perkins oversees the origination and
valuation of secondaries investments. He joined
Neuberger Berman from Deutsche Bank, where he
spent eight years in the private equity division. Prior to
that, he worked for four years in investment banking
with Alex Brown & Sons.
Scott Beckelman
Managing director and co-head
of private capital advisory,
Jefferies
Scott Beckelman joined Jefferies
at the start of 2021, after a
secondaries market career that
spans Landmark Partners, Cogent
and, most recently, Greenhill
& Co. At Jefferies, he and his
team will advise private equity
sponsors and their investors
seeking liquidity from the
secondaries market.
John Rife
Partner, Debevoise & Plimpton
John Rife is a partner in the corporate department at
Debevoise & Plimpton and a member of the firm’s
funds group. He is also a leader in the alternative
assets transactions and liquidity solutions group and
regularly advises sponsors and investors on secondaries
transactions, including GP-led fund restructurings, LP
interest portfolio transactions and fundless sponsor
transactions.
30 Private Equity International • May 2021
Analysis
Scott Humber
Partner, Landmark Partners
Scott Humber is engaged in all facets of Landmark’s
secondaries private equity investment activities, including
origination, negotiation, structuring and capital raising.
Prior to joining the firm, Humber worked at Boston Capital
Private Equity Partners and Triumph Capital Group. He
began his career at Salomon Smith Barney.
Christiaan van der Kam
Head of secondaries, Schroder Adveq
Christiaan van der Kam joined Schroder
Adveq from Unigestion last year. At
Unigestion, he was co-head of secondaries
and instrumental in building the firm’s
secondaries platform. He has also worked
at New Amsterdam Capital and ATP Private
Equity Partners.
David Perdue
Partner in the strategic advisory group,
PJT Partners
Prior to joining PJT Partners, David Perdue
worked at Goldman Sachs, managing private
equity, family office and related portfolio
company client relationships. He previously
worked in Goldman Sachs’ leveraged
finance group but began his career in the
telecommunications industry, most recently
at AT&T.
May 2021 • Private Equity International 31Analysis
not being used as a pricing mechanism,
but as a syndication mechanism. You “It feels like buyers
are co-investing alongside that sponsor
at a pre-determined price, rather than
crafting a customised solution.”
Indeed, the growing convergence
used to adopt a three-
strikes before you
between single-asset secondaries and
co-investment is a challenge in itself.
“One challenge that we see, when we
look at these single-asset deals be-
ing priced through a minority buyout
transaction, as opposed to the second-
kill the deal rule.
ary market, is the incremental layer of
GP economics paid by the secondary
investors,” says Perkins. “We have
Now it seems to be
struggled on a number of these deals to
make the math work for our investors.”
Van der Kam adds: “Some of these one strike, before you
GP-led deals are more akin to co-in-
vestment in terms of the underwriting
risk, which couldn’t be more different
to the underwriting risk involved in
divert resources to
something else”
acquiring a large portfolio of fund po-
sitions. Of course, by focusing on the
best assets and the best GPs, you are
taking a lot of that risk off the table. But JOHN RIFE
price is often being sacrificed. Some of Debevoise & Plimpton
these transactions have priced at highly
questionable levels.”
Back to basics
Indeed, the definition of a secondaries
investment has morphed to such an ex- Furthermore, Perkins notes that the stalled amid the volatility of the pan-
tent, that it is important to go back to liquidity profile for Neuberger Ber- demic starting to return to the market,
basics – and remember the dynamics man’s GP-led deals has, in fact, been but a significant proportion of the vast
that underlying investors are typical- similar to its traditional LP secondar- number of LPs that have never pursued
ly seeking from secondaries exposure, ies. But Humber says that duration is a secondaries sale before are beginning
namely diversification and J-curve mit- something to be mindful of when step- to contemplate the opportunity.
igation. ping into GP-led deals and evaluating “LPs are spending more time than
“Single-asset transactions tend to the possibility of early liquidity, such as ever underwriting and re-evaluating
have the opposite return profile as a potential dividend recap, should be their existing portfolios,” says Beckel-
compared to a classic LP portfolio considered when assessing transaction man. “This dynamic, coupled with an
transaction, the latter of which has high opportunities. active new primary investment envi-
diversification, shorter path to liquidity The way to enhance diversification, ronment, is prompting many LPs to
and pricing at some level of discount meanwhile, is to complement concen- pursue secondary sales of funds well
to NAV,” says Beckelman. “Although, trated GP-led transactions with large before they reach the ‘tail-end stage’,
buyers can get comfortable with the diverse fund portfolios. Because, while resulting in more recent vintage assets
more concentrated nature of GP led the GP-led market is flourishing, the for sale and adding to an overall in-
deals through deeper diligence and LP secondaries market is also coming crease in turnover.”
ability to ensure proper alignment and back with a vengeance. Indeed, if anything, it appears that
governance going forward.” Not only is the pipeline of deals that the biggest limiter on secondaries
32 Private Equity International • May 2021Analysis
“One of the most attractive aspects of
GP-led deals is the ability to be in
discussions with the sponsor throughout
the life of the process and ideally even
before the process has begun”
CHRISTIAAN VAN DER KAM
Schroder Adveq
Debt and secondaries
Leverage is increasingly being used to accelerate cashflow,
especially on index deals
“Investors in secondaries funds are increasingly focused on the use of
intermediate leverage – not fund level borrowing, which tends to be
activity, currently, is human capital governed by the LPA, and not asset level leverage, but the financial
constraint. The situation has been ex- engineering that goes on between the two,” says John Rife of Debevoise &
acerbated by the dominance of GP-led Plimpton.
deals, which typically require more dil- “We have seen a fair amount of NAV facilities being used to accelerate
igence. cashflow back to investors and that is something LPs are now more clued
“That is particularly true of concen- up on and more interested in regulating.”
trated portfolios,” says Perdue. “The Tristram Perkins of Neuberger Berman, meanwhile, says there is
challenge is limited bandwidth. It can bifurcation in the use of leverage between the index secondary funds –
be difficult to corral everyone’s time buyers of large, diversified portfolios of private equity funds – and those
and attention because of the exception- secondary managers executing more complex GP-led deals.
al volume of supply.” “We have sold funds into the secondaries market ourselves on behalf of
Bandwidth constraint has also led to our investors. These are secondary funds sold in years 10, 11 and 12, with
buyers being more willing to walk away upwards of 500 underlying companies, typically sold to a single buyer,” he
from transactions. “I have worked on says.
more deals that have fallen over in the “And to us, it looked as though upwards of 40 percent of the return
past 12 months that the entirety of the generated from those diversified index deals is being driven by buyers’ use
rest of my career,” says Rife. “It feels of leverage.”
like buyers used to adopt a three-strikes Jefferies’ Scott Beckelman adds: “We are witnessing an increasing
before you kill the deal rule. Now it number of sponsors recapitalising debt for portfolio companies that are
seems to be one strike, before you di- part of secondary transactions. Continuation fund transactions mark an
vert resources to something else. inflection point for the sponsor and management team and it’s a logical
“Those deals are either falling over time to re-evaluate capitalisation and ensure it is optimised for the
because buyers have dug into the eco- company’s next leg of growth.”
nomics and the numbers aren’t there,
May 2021 • Private Equity International 33Analysis
or because over the course of the trans- Humber is also convinced that, with capital sits with a handful of groups
action it becomes clear the sponsor the right human resource in play, the that have raised $10 billion-plus funds.
is being less than above board, either scale of the secondaries market oppor- Those groups tend to focus on large,
with the buyers or their existing LPs. tunity is vast. diversified portfolios or large cap sin-
It is long way from being fraudulent, “A supply/demand balance of ap- gle-asset deals. There is a real oppor-
but it does raise questions over wheth- proximately two years of normalised tunity for GP-leds further down the
er this is a GP you want to jump into transaction volume is an attractive market, particularly if we can get the
bed with.” dynamic for buyers, especially when advisory community involved,” he says.
compared to the approximate five-year Perdue points to opportunities in
Explosive growth overhang in the primary buyout mar- adjacent asset classes. “The market is
There seems little doubt, however, ket,” he says. heavily focused on the private equity
that the secondaries asset class is on “Furthermore, despite the growth industry today,” he says. “But more
the cusp of an explosion. Despite the we have seen in secondaries, it remains and more money is going into real es-
fact the market started out 2021 with a very small proportion of the overall tate, infrastructure, venture capital and
a capital overhang of 2.9x – equating primary market – around 5 percent. private credit – only a very small part
to around $177 billion of dry powder That means there is significant white of those markets has really started to
against deal volume for the previous 12 space in the market and shows just how transact.”
months – the roundtable participants much potential remains.” Rife, meanwhile, believes that op-
describe the market as undercapital- Van der Kam highlights the un- portunities emerging directly from
ised, in terms of both human resources tapped opportunity at the lower end of the current crisis have yet to run their
and funds. the market. “Two-thirds of secondaries course. “It is not clear to me that the
“Alignment with the GP is very
important. There are some GPs that are
taking a lot of money off the table and no
longer have enough skin in the game. We
will press hard on that aspect of a deal and
walk away if the alignment is not there”
SCOTT HUMBER
Landmark Partners
34 Private Equity International • May 2021Analysis
“Turnover today is
so low, and it is our
view that even a half
a percentage point
[turn] increase would
have a massive impact
on dealflow”
TRISTRAM PERKINS
Neuberger Berman half of the 100 largest managers are un-
derstood to have completed some type
of deal such as this, and some of these
managers have subsequently used the
secondaries market to generate liquidi-
ty for their minority stake holders.
“We have seen permanent capital
full economic consequences of the providers move into that space, but they
pandemic have really trickled through too will need liquidity and there are
the economy yet and so I think the sec- opportunities for the secondaries mar-
ondaries market will have an important ket there,” says Humber. “And bear in
role to play when they do,” he says. mind that most GP stake transactions
The potential to open up private have been concentrated in the largest,
equity to retail investors could also most-established managers. As more
represent a step change in secondar- capital is raised to pursue these types of
ies activity. “We expect to see a whole transactions, it is likely that there will
new universe of participants ultimate- be a natural shift towards smaller GPs.”
ly looking for liquidity,” says Perkins. It is clear then, that the secondaries
“Turnover today is so low, and it is our industry is benefiting from some gale-
view that even a half a percentage point force tailwinds, not least the meteoric
[turn] increase would have a massive rise of the concentrated GP-led sec-
impact on dealflow. We are confident ondary. In 2015, only around $7 bil-
in our belief that the market will con- lion of GP-led deals were completed.
tinue to grow by leaps and bounds.” There is roughly $7 trillion of invested
Finally, the growing trend towards capital in private markets asset classes
GPs selling minority stakes in them- today. “The potential is enormous,”
selves to permanent capital providers adds Humber. “The numbers, quite
spells yet another opportunity. Just over frankly, speak for themselves.” n
May 2021 • Private Equity International 35You can also read
