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Guide to the Secondary Market PRIVATE EQUITY ANALYST Guide to the Secondary Market 2015 Edition Sponsored by: Transforming the alternative asset industry by making risk more manageable and private equity transactions more efficient • Portfolio Advisory (GPs & LPs) • Independent Portfolio Pricing (Topic 820) • Qualified Matching Services (IRS 1.7704) • Risk Monitoring Analytics • Block Trading (Minimum $10 million) • Independent Due Diligence • Transfer Administration (Issuer Services) • Principal Investments SECURITIES OFFERED THROUGH NYPPEX, LLC. MEMBER FINRA SIPC. COPYRIGHT 2015. ALL RIGHTS RESERVED. WWW.NYPPEX.COM Guide to the Secondary Market 2015 Edition Editorial Laura Kreutzer, David Smagalla, Hillary Canada, Yuliya Chernova, Alec Macfarlane Research Brendan Hughes, Victoria Camporeale Bradley, Sean Curran Advertising Joseph Koskuba, James Lindquist Production and Design Tara S. Cooper, Heather Graham, Tim White Editorial Director Nicholas Elliott Tel 609.520.7779 or 800.291.1800 | Dowjones.com/privatemarkets ISBN# 1-934391-19-0/978-1-934391-19-8 | Guide to the Secondary Market published May 2015 by Dow Jones & Company, Inc., located at 1211 Avenue of the Americas, New York , New York 10036. Dow Jones & Co. is a News Corporation company. Cover Price: $195. Contact [email protected]. Copyright © 2015 by Dow Jones & Company, Inc. All rights reserved. No part of this publication may be reproduced in any form or by any means – graphic, electronic, or mechanical, including photocopying, recording, taping, and information storage and retrieval systems – without the express written permission of Dow Jones & Company, Inc. Contents are based on information from sources believed to be reliable, but accuracy and completeness cannot be guaranteed. Dow Jones & Company, Inc., its officers, employees, or agents may hold positions in any of the securities mentioned herein. Photo credits - cover: beboy/shutterstock.com; p3, p7: ©istockphoto.com/apCincy; p4: Akos Nagy/shutterstock.com; p11: gualtiero boffi/shutterstock.com; p13: ©istockphoto.com/ismagilov; p15: eyeidea/shutterstock.com; p16: Andrey Armyagov/shutterstock.com; p22: ©istockphoto.com/PeopleImages; p27: ©istockphoto.com/ssuni; p28: ©istockphoto.com/mevan; p29: ©istockphoto.com/maxuser; p30: AFNR/shutterstock.com 55% recycled fiber 30% post consumer fiber Guide to the Secondary Market [ 3 ] Table of Contents I. Introduction Preface 4 By Laura Kreutzer, Assistant Managing Editor, Private Equity Secondary Market Goes Mainstream, as Deal Volume Hits New High 6 By Hillary Canada Strong Pricing Brings Sellers to the Table, but Will the Market Overheat? 16 By Laura Kreutzer Secondary Market Posts Record Year in 2014, Although Estimates Vary 22 By Laura Kreutzer Roughly two out Secondary Market Timeline 24 Deal Volume and Fundraising, 2002-2014 of three survey Real Estate Secondary Volume Continues Growth Trajectory 26 respondents said By Hillary Canada they anticipated Secondary Buyers Prepare for Wave of Energy Fund Sales 27 2015 to be a record By Alec Macfarlane year for volume...But Buy-Side Broker Boom Brings Risks and Rewards to Secondary Market 28 other respondents By Laura Kreutzer saw the blockbuster Secondary Market Offers Seed Funds an Exit Option but Few May Use It 29 By Yuliya Chernova year in 2014 as an Secondary Funds Continue to Reap Rewards of Strong Exit Market 30 outlier, driven by By David Smagalla those large portfolios, and II. Sponsored Article didn’t expect the The Rise of Real Estate Secondaries 33 By Andrei Brougham of Greenhill Cogent same dynamics to materialize III. Firm Listings during 2015. Secondary Market Buyer Listings 34 Secondary Direct Manager Listings 58 ”Secondary Market Goes Mainstream, as Deal Volume Intermediary Firm Listings 62 Hits New High,” p.6 IV. Appendixes A. Investors That Have Backed Secondary Funds 70 B. Secondary Market Buyer, Interests Sought 74 C. Secondary Market Buyer & Direct Manager, Geographic Preferences 76 D. Secondary Market Intermediary, Types of Clients Represented 78 E. Secondary Market Intermediary, Average Size of Deals Represented 79 V. Indexes Company Name 80 Contact Name 83 [ 4 ] Guide to the Secondary Market Preface published this market as a “seller’s market.” At the same time, When we last report a year ago, more than three-quarters of buyers in this year’s we marveled at how the secondary industry had survey say they feel pricing is too high. taken on many of the same characteristics seen in the industry back in 2007. Pricing for certain However, as the secondary market has diversified, portfolios, particularly buyout funds, had once buyers still point to pockets of deal flow where again approached aggressive levels, in some pricing is often less efficient, such as in general cases even hitting 100% of a portfolio’s partner restructurings and in more complex underlying net asset value. At the same time, an transactions involving portfolios of direct stakes in abundance of capital available for secondary companies or groups spinning out of large deals and free-flowing cheap debt to finance them financial institutions. They also acknowledge that drove an abundance of deal volume. although strong pricing puts pressure on future returns, it also attracts more sellers to the market. It was hard to imagine the market could get any Even a bubble may have its benefits. more ebullient. Yet, a year later, that’s exactly what has happened. As 2015 progresses, We hope that this edition of our secondary guide however, the forces that helped drive secondary will help illuminate emerging trends in the market deal volume to record levels in 2014 also and also provide a useful resource for prospective appear to be raising concerns among some sellers and GPs who want to identify possible buyers that the market is getting overheated. buyers for certain types of assets. For the first time in a long time, more secondary buyers have begun to question whether the As always, we welcome your feedback on how we market has entered a bubble, particularly for can improve the content for future editions. what they commonly refer to as “flow funds,” or stakes in megabuyout funds. Sincerely, Laura Kreutzer In this edition of the Dow Jones Guide to the Assistant Managing Editor, Private Equity Secondary Market, our survey results illustrate Dow Jones & Co. some of those emerging concerns, with some 94% [email protected] of buyers surveyed characterizing the current @LauraKreutzer CREATIVE SOLUTIONS FOR ILLIQUID FINANCIAL ASSETS ASSET SALES, STRATEGIC ADVICE, AND STRUCTURED SOLUTIONS Houlihan Lokey’s Illiquid Financial Assets practice provides comprehensive services to buyers and sellers of illiquid financial assets—from limited partnership interests and life settlements, to revenue interests and risk transference, to fund recapitalizations and liquidations. Our broad coverage of global investors and deep asset-class knowledge will guide you to where you want to be. POWERING LIQUIDITY. UNCOVERING OPPORTUNITY. MERGERS & ACQUISITIONS CAPITAL MARKETS FOR INQUIRIES, CALL OUR ILLIQUID FINANCIAL ASSETS PRACTICE CONTACTS: FINANCIAL RESTRUCTURING Jeffrey Hammer Paul Sanabria 212.497.4152 | [email protected] 212.497.4141 | [email protected] FINANCIAL ADVISORY SERVICES Investment banking services provided by HL Capital, Inc.; investment advisory services provided by HL Financial Advisors, Inc. In the European Economic Area and Hong Kong, services provided by HL (Europe) Limited and HL (China) Limited, respectively. HL.com/IFA [ 6 ] Guide to the Secondary Market Secondary Market Goes Mainstream, as Deal Volume Hits New High By HILLARY CANADA What Percentage of Secondary Deals to being a record year for You Do is Due to: In addition secondary volume, 2014 may be the year that finally smashed some lingering myths about 50% the secondary market. 46% 45% The idea that the market would attract forced sellers has 40 been fading for years, and all but completely disappeared during 2014 as limited partners, flush with cash from the 30 29% 25% record distributions of their general partners, shopped 24% 23% 20% 20% portfolios large and small as a way to refine their holdings. 20 18% 15% Meanwhile, the dynamics surrounding a nascent part of the 10 market, general partner restructurings, slowly have started to shift. No longer the exclusive province of the lumbering 8% 0 zombie fund, restructurings and the selling of tail-end assets Economic Regulatory Their use as GP Other are slowly becoming more commonplace among well- concerns of changes a portfolio recapitalizations inexperienced management tool (or fund performing GPs, said industry experts. investors/distressed restructurings) Those two trends, of portfolio management and of GPs Mean Median seeking solutions for aging funds, are expected to drive Source: Guide to the Secondary Market, 2015 edition deal flow in 2015, but secondary buyers polled by Dow Jones in our annual secondary survey were divided over whether secondary volume in 2015 would match or exceed 2014 levels. Roughly two out of three survey respondents said they anticipated 2015 to be a record year for volume as well, Deal value, which hit record levels in 2014 (see page 22 for citing good pricing for sellers, more opportunities for the various volume estimates), was driven partly by roughly a GP restructurings and an aging set of funds in Asia dozen billion-dollar-plus transactions that came to market, potentially fueling supply. The survey reflected including portfolios from General Electric Co.’s GE Capital, responses from 57 buyers, including some
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