Alternative Invesmtents Flashcards
Recapitalization
not a true exit strategy as the private equity firm typically maintains control.
Mortgage REITs make loans
secured by real estate but generally do not own or operate real estate
Master limited partnerships
are similar to REITs but they trade on exchanges rather than over-the-counter
Real estate investment includes two major sectors
Two main sectors are residential and commercial.
commercial real estate investment was traditionally seen as an appropriate investment
for institutional funds and high net worth investors with long time horizons and limited liquidity needs
commodity prices
correlate positively w inflation
contango market
future prices are higher than the cash price
Futures price
= Spot price (1+r) + Storage costs – Convenience yield
Commodities
> Returns are based on price changes rather than income streams
Most trading of commodities is via derivatives
Have historically behaved differently to stocks and bonds during the business cycle. > This offers diversification benefits
Market neutral and short bias can both make use of
technical and fundamental analysis
Digital assets derive their price
from an anticipated asset appreciation from a perceived scarcity value (due to limitations on the total supply of currency) and the potential ability to transfer value in the future (due to unique features in the underlying algorithms that may facilitate certain types of financial transactions).
stablecoin
An altcoin designed to maintain a stable value by linking their value to another asset and are collateralized by a basket of assets
enterprise value of a company
Market capitalisation + market value of debt - cash
In a two-tier structure
> management board run the company but are supervised by the supervisory board.
supervisory board is mainly comprised of non-executive directors whilst the management board is composed of executive directors.
The audit function is designed
> to mitigate instances of fraud as well as misstatements of accounting and financial information
external auditors are usually recommended by the Audit Committee and typically conduct annual audits
nominations committees
> Recruiting new Board members with appropriate qualities and experience in light of the company’s business needs, and preparing for the succession of executive management and the Board
responsible for creating nominations policies and procedures and regularly examining the performance, independence, skills and expertise of existing board members to determine whether they meet both present and future company needs
Introduction to Alternative Investments
Introduction to Alternative Investments
* Alternative investments is a label for a disparate group of investments that are
distinguished from long-only publicly traded investments in stocks, bonds, and
cash (often referred to as traditional investments)
* Features that may distinguish alternative investments include the following:
- The requirement for specialised knowledge to value cash flows and risks
- Typically low correlation of returns with more traditional asset classes
- Illiquidity, long investment time horizons, and large capital outlays
* The above features lead to the following alternative investment characteristics:
- Different investment structures due to the challenges of direct investment
- Incentive-based fees to address/minimise information asymmetry between managers
and investors
- Performance appraisal challenges
Private capital
- Private equity firms invest in companies that are not listed on a public exchange
- LBO/Venture capital
Natural resources
- Commodities
- Agricultural land and timberland
Hedge funds
- Private investment vehicle
- May employ long and short positions
- Often highly leveraged
- Often aim to deliver an absolute return
Real estate
- Direct or indirect
Infrastructure
- Capital intensive, long lived, real assets, e.g. roads, bridges
- Increasingly the private sector is investing in infrastructure assets
Others
- Investing in tangible assets, e.g. fine wine, art
- Investing in intangible assets, e.g. patents
- Digital assets e.g. cryptocurrencies and tokens
Fund investing
Advantages
Disadvantages
Advantages
> Fund managers offer investment services and expertise
> Lower level of investor involvement compared with direct and co-investing methods
> Access to alternatives investments without possessing a high degree of investment expertise
> Potentially valuable diversification benefits
> Lower minimum capital requirements
Disadvantages
> Costly management and performance fees
> Investor must conduct due diligence when selecting the right fund because of the wide dispersion of fund manager
returns
Investment Methods
Co-investing
Advantages
Disadvantages
Advantages
> Investor can learn from the fund’s process to become better at direct investing
> Reduced management fees
> Allows more active management of the portfolio compared with fund investing and allows a deeper relationship with the manager
Disadvantages
> Reduced control over the investment selection process compared with direct investing
> May be subject to adverse selection bias
> Requires more active involvement compared with fund investing which can be challenging if resources and due
diligence experience are limited
Investment Methods
Direct investing
Advantages
Disadvantages
Advantages
> Avoids paying ongoing management fees to an external manager
> Greatest amount of flexibility for the investor
> Highest level of control over how the asset is managed
Disadvantages
> Requires more investment experience and a higher level of financial sophistication compared with the other methods resulting in higher internal investment costs
> Less access to a fund’s ready diversification benefits or the fund manager’s sourcing network
> Requires greater levels of due diligence because of the absence of a fund manager
> Higher minimum capital requirements
Investment and Compensation Structures
- In the world of alternative investments, partnership structures are common
- The GP runs the business and, in theory, bears unlimited liability and may run many funds at the same time
- The LPs are passive investors and are generally accredited investors
- LPs commit to future investments and the upfront cash outflow might only be a small portion of their total commitment to the fund
Investment and Compensation Structures
Investment structures
- The partnership between the GP and LPs is governed by a limited partnership agreement (LPA)
- A legal document that outlines the rules of the partnership
- LPAs vary in length and complexity and may contain provisions and clauses
- In addition to LPAs there may be side letters, which are side agreements created between the GP and a certain number of LPs, that exist outside the LPA
- A side letter may include some of these clauses or details:
- Potential additional reporting due to an LP’s unique circumstances
- First right of refusal and other similar clauses that apply to selected LPs
- Notice requirements in the event of litigation, solvency, and related matters
- Most favoured nation clauses, such as agreeing that if similar LPs pay lower fees they will be offered to the LP
- Certain structures are commonly adopted for specific alternative investments
- For example, infrastructure investors often enter into public-private partnerships
Investment and Compensation Structures
Compensation structures
- Funds generally have a management fee
- Typically 1–2% based on assets under management for hedge funds or committed capital for private equity funds
- Private equity funds charge the management fee based on committed capital NOT invested capital
- The committed capital is often fully invested after between three and five years
- Additionally they have a performance/incentive fee (hedge funds) or carried interest (private equity funds) which is based on excess returns
- The partnership agreement will generally state that the performance fee is subject to a hurdle rate, typically 8%, which might be a hard or soft hurdle
- Hurdle rates are less common with hedge funds
- In addition to the above fees, LBO firms in private equity might charge consulting and monitoring fees
Investment and Compensation Structures
Common investment clauses, provisions, and contingencies
High water mark
Waterfall
Clawback
- High water mark
- Highest value a fund has achieved net of fees
- Common with hedge funds
- Requires the hedge fund manager to recoup losses before further incentive fees are paid
- An issue around this is that investors enter the fund at different times
- If you buy in a dip then you might be subject to an incentive fee when other investors are not because your high watermark might be very different
- Waterfall
- A waterfall is the distribution method that defines the order in which allocations are made to LPs and GPs
- GP returns are proportionately higher relative to their initial investment which incentivizes them to maximize profitability
- Deal-by-deal (or American) waterfall – GPs receive performance fees deal-by-deal which means they get paid before LPs have received their investment back plus their hurdle rate on their full investment
- Whole-of-funds (or European) waterfall – all distributions go to LPs as deals are exited and the GP does not participate until the LPs have received all of their original investment plus the hurdle rate on the full investment
- Clawback
- A clawback provision reflects the right of LPs to reclaim part of the GP’s performance fee
- Clawback provisions are usually activated when a GP exits successful deals early on but incurs losses on deals later in the fund’s life
Alternative Investment Performance
Comparability with Traditional Asset Classes
- Alternative investments are customised with distinctive features which complicate performance appraisal between investments and across asset classes. These include:
- The timing of cash inflows and outflows for specific investments
- The use of borrowed funds
- The valuation of individual portfolio positions over specific phases of the investment life cycle, and
- More complex fee structures and tax and accounting treatment
Alternative Investment Performance
Performance Appraisal and Alternative Investment Features
- When appraising alternative investments, four areas to focus on include:
1. Life cycle phase of the investment
2. Use of borrowed funds to maintain the market position
3. Valuation of the assets
4. Fee structure of the fund
Alternative Investment Performance
1. Investment Life Cycle
Alternative Investment Performance
1. Investment Life Cycle
* Alternative investments usually involve a longer investment life cycle with distinct phases characterized by net cash outflows and inflows that complicate periodic return comparisons.
* Life cycle phases and timing vary across alternative investment types but generally fall into three distinct periods:
- Capital commitment:
* Identify and select appropriate investments with either an immediate or a delayed commitment of capital (known as a capital call).
* Returns are usually negative over this phase because fees and expenses are immediately incurred prior to capital deployment and assets may generate little or no income during this first phase
- Capital deployment:
* Managers deploy funds to stimulate initiate the value creation process
* Cash outflows typically exceed inflows, with management fees further reducing returns
- Capital distribution:
* If the investments are successful, the underlying assets appreciate in price and/or generate income in excess of costs, causing fund returns to accelerate.
* The fund may realize substantial capital gains from liquidating or exiting its investments, which may involve an initial public offering (IPO) for venture capital
- The so-called J-curve effect (because it resembles the letter J) shown below:
- There is an initial negative return in the capital commitment phase followed by an acceleration of returns through the capital deployment phase
- Returns often level off as capital is distributed to investors, investments are sold, and the fund is closed
- As a general rule, the best way to start evaluating such investments is with the IRR
- The IRR will take into account the respective cash flows into an investment and the timing thereof, versus the magnitude and the timing of the cash flows returned
by the investment (inclusive of tax benefits) - The use of the IRR would be relevant for an independent, fixed-life private equity fund, where the decisions to raise money, take money in the form of capital calls, and distribute proceeds are all at the discretion of the private equity manager
- Assumptions regarding the opportunity cost of outgoing cash flows and the reinvestment rate for incoming cash flows will affect the results
- Because of this complexity, a shortcut methodology often used by both private equity and real estate managers involves simply citing a multiple of invested capital (MOIC), or money multiple, on total invested capital (which is paid-in
capital less management fees and fund expenses)
MOIC = (Realized value of investment + Unrealized value of investment) / Total amount of invested capital
- Use of Borrowed Funds
- AIs may use borrowed funds to increase investment returns. This form of financial leverage has the effect of magnifying both gains and losses by allowing investors
to take a market position that is larger than the capital committed
Return on a Leveraged Portfolio = Rp + Vb/Ve(Rp-rd)
- Hedge funds leverage their portfolios by using derivatives or borrowing capital from prime brokers
- The prime broker essentially lends the hedge fund the shares, bonds, or derivatives, and the hedge fund deposits cash or other collateral into a margin account with the prime broker based on certain fractions of the investment
positions - The margin account represents the hedge fund’s net equity in its positions
Alternative Investment Performance
3. Valuation
- Alternative assets are often illiquid, which makes performance appraisal over time challenging and periodic comparison with common asset classes problematic
- Accounting rules require investments are to be recorded at their fair value (FV) for financial reporting purposes
- FV is market-based measure based on observable or derived assumptions to determine a price that market participants would use to exchange an asset or
liability (often referred to as the exit price for a seller) in an orderly transaction at a specific time
Level 1 - Quoted prices in active markets - Exchange-traded public equity securities
Level 2 - Inputs other than quoted market prices in Level 1 that are directly or indirectly observable - Over-the-counter interest rate derivatives (pricing model using quoted market prices)
Level 3 - Private equity or real estate investments (cash flow projection models with reasonably available market participant assumptions)
Alternative Investment Performance
4. Fees
- AI fees vary from those for common asset classes, which typically involve a flat management fee
- Alternative investments often levy additional performance fees based on a percentage of periodic fund returns. Performance appraisal for these investments can be difficult to generalize, because results may vary significantly based on which investor has invested when in a particular vehicle.
- For example, an investor may face much lower incentive fees if they invest more capital in a fund at an earlier phase or is willing to accept greater restrictions on redemptions
Calculating Fees and Returns
Custom fee arrangements
- Although “2 and 20” and “1 and 10” are common fee structures there are variations
- Fees based on liquidity terms and asset sizes
- Longer lockups generally mean lower fees
- Larger clients might have discounted fees
- Terms are negotiated for individual investors using side letters
- Founders’ shares
- Often the first to contribute (usually the first $100m in assets) are subject to lower fees
- Alternatively, fees for founders are reduced once a certain amount of funds is raised or performance targets are met
- Either/or fees
- Managers agree to either receive a 1% management fee during down years (to cover expenses) or a 30% incentive fee above a mutually agreed annual hurdle rate in up
years whichever is greater
Private capital
- Private capital is the broad term used to describe funding provided to companies that is not sourced from public markets nor from traditional institutional providers
such as banks - If the funding is an equity investment it is known as private equity
- If capital is extended to companies in a similar way via a loan it is referred to as private debt
- Although many private investment firms have private equity and private debt arms they are often known as private equity firms
- Typically, the equity and debt arms do not invest in the same assets or businesses to avoid overexposure to a single investment and to avoid the conflict of interest that arises from sitting on either side of the creditors’ table
- Private equity generally relates to investing in privately owned companies or in public companies with the intent of making them private
Leveraged buyouts (LBOs)
- LBO fund established by a private equity firm acquires established private companies or public companies (‘going private’ as the target’s share no longer trade publicly) with a significant amount of the purchase price financed through
debt - The company’s assets are used as collateral for the debt and the target company’s cash flows service the debt
- Management buyout (MBO) – current management team is involved in the acquisition
- Management buy-in (MBI) – current management team is being replaced and the acquiring team will be involved in managing the company
Stages of venture capital investing
Financed via ordinary or convertible preference
shares to the VC Fund
Management retains control
Formative stage financing:
Angel Investing Idea stage
– no VC involvement
Seed-stage
Development and marketing
First stage of VC investment
Early Stage Financing
Initiate manufacturing
Financed via equity and debt (for security to VC fund)
Management sells control to the VC investor
Later Stage Financing
Initial expansion followed by major expansion such as PPE expansion
Mezzanine or ‘bridge’ Pre-IPO preparation
Initial Public Offering (IPO)