CAIA - 10 - Private Equity Operational Due Diligence Flashcards

1
Q

Operational risk is assessed during the ___ ___ ___review process

A

Operational risk is assessed during the operational due diligence review process

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2
Q

Due diligence can be divided into two key forms:

  1. ___ due diligence
  2. ___due diligenc
A

Due dilligence can be divided into two key forms:

  1. Operational due diligence
  2. Investment due diligence
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3
Q

There are 5 key benefits to conducting operational due diligence on private equity funds:

  1. Better insight into a fund’s ___-___operational processes
  2. Determining the ___of a fund’s personnel and systems
  3. Determining the firm’s ability to ___to future operational factors
  4. Collecting information on ___ ___ and ___
  5. ___benefits for limited partners
A

There are 5 key benefits to conducting operational due diligence on private equity funds:

  1. Better insight into a fund’s back-office operational processes
  2. Determining the scalability of a fund’s personnel and systems
  3. Determining the firm’s ability to adapt to future operational factors
  4. Collecting information on risk modeling and management
  5. Diagnostic benefits for limited partners
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4
Q

There are 4 main reasons why operational due diligence has expanded recently:

  1. More ___
  2. Continued ___activity
  3. Greater operational ___
  4. Increased ___
A

There are 4 main reasons why operational due diligence has expanded recently:

  1. More resources
  2. Continued fraudulent activity
  3. Greater operational sophistication
  4. Increased regulation
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5
Q

These are the steps for operational due diligence:

  1. Document ___.
  2. Document ___.
  3. ___-___Visit.
  4. Service provider ___and ___.
  5. ___due diligence
  6. Process ___
  7. Operational ___
  8. ___ ___
A

These are the steps for operational due diligence:

  1. Document collection.
  2. Document analysis.
  3. On-site Visit.
  4. Service provider review and confirmation.
  5. Investigative due diligence
  6. Process documentation
  7. Operational decision
  8. Ongoing monitoring
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6
Q

An ___ ___ ___ is a summary of its potential losses and exposures due to errors or failures in the fund’s functions that are unrelated to its investment strategy.

A

An operational risk profile is a summary of its potential losses and exposures due to errors or failures in the fund’s functions that are unrelated to its investment strategy.

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7
Q

There are 2 main issues that arise during the document collection phase:

  1. ___-___document names
  2. Inability to take ___ ___of office
A

There are 2 main issues that arise during the document collection phase:

  1. Non-standard document names
  2. Inability to take documents outside of office
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8
Q

To overcome the issue of non-standard document names, LPs should:

  1. Talk to the manager about the ___
  2. Submit ___requests
A

To overcome the issue of non-standard document names, LPs should:

  1. Talk to the manager about the goals
  2. Submit broad requests
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9
Q

If LPs are not allowed to take documents outside of the fund’s office, they can:

  1. Collect ___ documentation
  2. Review at the ___ ___
A

If LPs are not allowed to take documents outside of the fund’s office, they can:

  1. Collect compromise documentation
  2. Review at the fund’s office
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10
Q

There are two key motivations for the design of PE legal structures:

  1. To facilitate implementation of ___ ___
  2. To ___ ___among the fund’s entities
A

There are two key motivations for the design of PE legal structures:

  1. To facilitate implementation of tax efficiency
  2. To limit liability among the fund’s entities
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11
Q

A PE fund may have an intermediary entity positioned between the GP and LPs, called the ___ or ___ ___.

A

A PE fund may have an intermediary entity positioned between the GP and LPs, called the manager or investment adviser.

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12
Q

The primary legal document for a PE fund is the ___ ___or ___-___ ___.

A

The primary legal document for a PE fund is the offering memorandum or private-placement memorandum.

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13
Q

The offering memorandum serves 4 key functions:

  1. Limited partner ___
  2. Risk ___
  3. Risk ___
  4. Assignment of ___-___ ___
A

The offering memorandum serves 4 key functions:

  1. Limited partner education
  2. Risk disclosure
  3. Risk assignment
  4. Assignment of decision-making authority
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14
Q

There are 2 legal terms that assign risk:

  1. ___
  2. ___
A

There are 2 legal terms that assign risk:

  1. Exculpation
  2. Indemnification
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15
Q

___ refers to releasing a party from blame

A

Exculpation refers to releasing a party from blame

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16
Q

___ refers to compensating for a loss

A

Indemnification refers to compensating for a loss

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17
Q

Investors can request to enter into a ___ ___, which is an ancillary agreement used to negotiate specific terms with a fund.

A

Investors can request to enter into a side letter, which is an ancillary agreement used to negotiate specific terms with a fund.

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18
Q

Some terms of an offering memorandum are:

  1. Fund’s ___
  2. ___
  3. ___commitments and ___commitments
  4. ___considerations
  5. ___of ___
A

Some terms of an offering memorandum are:

  1. Fund’s domicile
  2. Distributions
  3. Capital commitments and unfunded commitments
  4. Tax considerations
  5. Conflicts of interest
19
Q

The ___ fee is the fee paid to the fund regardless of performance

A

The management fee is the fee paid to the fund regardless of performance

20
Q

___ ___is a portion of a fund’s profits paid to the GP

A

Carried interest is a portion of a fund’s profits paid to the GP

21
Q

The following questions should be asked about carried interest:

  1. Does the fund use ___ distributions
  2. Is the carried interest paid based on a ___-by-___or ___-as-a-___approach
  3. ___determines the ___that receive carried interest
  4. What are the ___periods
A

The following questions should be asked about carried interest:

  1. Does the fund use waterfall distributions
  2. Is the carried interest paid based on a deal-by-deal or fund-as-a-whole approach
  3. Who determines the individuals that receive carried interest
  4. What are the vesting periods
22
Q

Collection of fees in ___ is better for LPs

A

Collection of fees in arrears is better for LPs

23
Q

Analysis of valuations from an operational perspective focuses on two key areas:

  1. Internal valuation ___ and ___
  2. ___ ___in the valuation process
A

Analysis of valuations from an operational perspective focuses on two key areas:

  1. Internal valuation policies and procedures
  2. Independent oversight in the valuation process
24
Q

To compensate for vague valuation procedures in offering memorandums, some GPs keep ___ ___detailing valuation procedures

A

To compensate for vague valuation procedures in offering memorandums, some GPs keep separate documents detailing valuation procedures

25
Many PE funds use a ___ \_\_\_as a governance mechanism to help internal GP oversight of valuation.
Many PE funds use a **valuation committee** as a governance mechanism to help internal GP oversight of valuation.
26
LPs reviewing the independence of a valuation committee's review should ask three key questions: 1. Does the committee membership represent the firm's ___ \_\_\_ 2. What \_\_\_does the committee use to ___ or \_\_\_valuations 3. What level of ___ \_\_\_does the committee perform
LPs reviewing the independence of a valuation committee's review should ask three key questions: 1. Does the committee membership represent the firm's **different departments** 2. What **process** does the committee use to **challenge** or **modify** valuations 3. What level of **independent analysis** does the committee perform
27
Advisory committees generally (do/do not) have veto or approval power.
Advisory committees generally **do not** have veto or approval power.
28
There are common sections of audited financial statements that LPs should review: 1. ___ letter 2. Statement of \_\_\_& \_\_\_ 3. Statement of \_\_\_ 4. Statement of ___ \_\_\_ 5. Statement of \_\_\_ 6. Schedule of \_\_\_
There are common sections of audited financial statements that LPs should review: 1. **Opinion** letter 2. Statement of **assets** & **liabilities** 3. Statement of **operations** 4. Statement of **cash flows** 5. Statement of **changes** 6. Schedule of **investments**
29
The statement of ___ is also known as the ___ \_\_\_and provides a summary of the fund's income and expenses.
The statement of **operations** is also known as the **income statement** and provides a summary of the fund's income and expenses.
30
The statement of ___ describes the partner's capital allocations, contributions, and withdrawals.
The statement of **changes** describes the partner's capital allocations, contributions, and withdrawals.
31
The ___ of \_\_\_describes the portfolio holdings and may classify them in summary form according to certain categories.
The **schedule** of **investments** describes the portfolio holdings and may classify them in summary form according to certain categories.
32
There are seven key areas covered by financial statement notes: 1. ___ and \_\_\_ 2. Summary of ___ \_\_\_ \_\_\_ 3. \_\_\_ 4. \_\_\_and \_\_\_ 5. \_\_\_-\_\_\_transactions 6. \_\_\_highlights 7. \_\_\_events
There are seven key areas covered by financial statement notes: 1. **Organization** and **business** 2. Summary of **significant** **accounting principles** 3. **Investments** 4. **Commitments** and **contingencies** 5. **Related**-**party** transactions 6. **Financial** highlights 7. **Subsequent** events
33
LPs should ask the following questions about IT-related documents: 1. How is the IT function \_\_\_? 2. What is the process for distributing \_\_\_and ___ \_\_\_? 3. How are ___ \_\_\_addressed? 4. What are the ___ \_\_\_for IT issues? 5. What is the ___ \_\_\_ plan?
LPs should ask the following questions about IT-related documents: 1. How is the IT function **organized**? 2. What is the process for distributing **hardware** and **software updates**? 3. How are **security issues** addressed? 4. What are the **escalation procedures** for IT issues? 5. What is the **support management** plan?
34
Instead of performing an on-site visit, some LPs perform a ___ \_\_\_, which involves reviewing the documents collected and possibly calling the GP
Instead of performing an on-site visit, some LPs perform a **desk review**, which involves reviewing the documents collected and possibly calling the GP
35
True or False. Desk reviews are just as good as on-site visits?
False
36
There are a number of disadvantages to performing a desk review vs. an on-site: 1. Less \_\_\_ 2. Cannot review documents \_\_\_-\_\_\_ 3. Exposure to ___ \_\_\_
There are a number of disadvantages to performing a desk review vs. an on-site: 1. Less **comprehensive** 2. Cannot review documents **off**-**site** 3. Exposure to **operational risks**
37
\_\_\_ typically develop agendas for on-site visits. This is considered best practice, rather than allowing \_\_\_to control the schedule.
**LPs** typically develop agendas for on-site visits. This is considered best practice, rather than allowing **GPs** to control the schedule.
38
There are 4 key goals when developing an on-site agenda: 1. ___ the \_\_\_collected in the documents 2. \_\_\_in \_\_\_in the documents 3. Get additional information regarding ___ \_\_\_ 4. Assess the firm's ability to demonstrate ___ \_\_\_
There are 4 key goals when developing an on-site agenda: 1. **Verify** the **information** collected in the documents 2. **Fill** in **gaps** in the documents 3. Get additional information regarding **operations procedures** 4. Assess the firm's ability to demonstrate **operational practices**
39
There are two primary goals for on-site visit agendas: 1. ___ \_\_\_to be covered 2. Meet ___ \_\_ \_\_\_\_
There are two primary goals for on-site visit agendas: 1. **Specify topics** to be covered 2. Meet **key operational personnel**
40
\_\_\_ risks are risks beyond measurable capital market risks.
**Meta** risks are risks beyond measurable capital market risks.
41
LPs have three primary goals when interacting with service providers. 1. ___ the GPs \_\_\_with the service provider 2. Assess the \_\_\_of the service provider 3. Assess the \_\_\_of \_\_\_
LPs have three primary goals when interacting with service providers. 1. **Confirm** the GPs **relationship** with the service provider 2. Assess the **appropriateness** of the service provider 3. Assess the **quality** of **services**
42
There are several common service providers used by PE firms: 1. \_\_\_ 2. \_\_\_consultants 3. ___ \_\_\_ 4. \_\_\_consultants 5. \_\_\_
There are several common service providers used by PE firms: 1. **Banks** 2. **IT** consultants 3. **Legal counsel** 4. **Compliance** consultants 5. **Auditors**
43
There are 3 common areas addressed during ongoing monitoring of a firm: 1. Reviewing the status of ___ \_\_\_ \_\_\_ 2. Analyzing new ___ \_\_\_ 3. Evaluating the current position regarding continued operational ___ and \_\_\_
There are 3 common areas addressed during ongoing monitoring of a firm: 1. Reviewing the status of **planned operational improvements** 2. Analyzing new **operational developments** 3. Evaluating the current position regarding continued operational **scalability** and **controls**