THE GLOBAL SECONDARY MARKET: a Growing and Evolving Investment Opportunity
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THE GLOBAL SECONDARY MARKET: A Growing and Evolving Investment Opportunity MAY 2016 CONTENTS INTRODUCTION ____________________________________ 1 MARKET GROWTH __________________________________ 2 EVOLUTION OF DEAL TYPES ___________________________ 3 SECONDARY BUYERS ________________________________ 5 SECONDARY SELLERS _______________________________ 6 PRICING TRENDS ___________________________________ 6 GENERAL PARTNERS & SECONDARIES ___________________ 7 WHOLE FUND LIQUIDITY SOLUTIONS: FIVE KEY CONSIDERATIONS ___________________________ 8 SUMMARY ________________________________________ 9 CASE STUDIES ____________________________________ 10 REFERENCES _____________________________________ 13 INTRODUCTION The secondary market saw its earliest transactions > Accelerated capital deployment – secondary occur in the mid-1980s, when the broader private equity funds may have a more compressed draw-down period relative to primary funds, which allows capital (PE) asset class was still relatively unfamiliar to many to be invested more quickly. This feature may be institutional investors. Today, the secondary market is particularly helpful to investors looking to increase comprised of more than $40 billion of annual transaction their exposure levels to the asset class in a shorter volume, with hundreds of sellers.1 The secondary time frame. market represents an important part of the global PE > Near-term liquidity – given the maturity of the market because of the liquidity it offers institutional underlying assets in most secondary transactions at investors, the strategic value it can offer to general the time of purchase, secondary investments often partners (GPs), and the investment opportunities have the potential to generate early distributions. it provides to secondary buyers and their investors. > J-curve mitigation – unlike primary funds, The market’s evolution to date has been characterized secondary funds may have the potential to generate by both its growth and its increasing degree of strong performance in their early years as a result of the unrealized gains that may be associated sophistication. Looking ahead, the market is expected with buying assets at a discount. to continue to grow in both size and complexity given the growth in the global PE market, the value > Purchasing at a discount – PE assets are illiquid institutional investors place on liquidity, and the by nature and generally sold in private, negotiated transactions. Some sellers in need of liquidity may continued introduction of innovative liquidity solutions. be willing to sell for less than the fair value of the WHY INVEST IN SECONDARIES? investments in exchange for the ability to quickly Generally, investing in the secondary market can provide monetize their private equity assets. As such, several benefits, including: secondary purchases may take place at a discount to fair value. > Compelling risk/reward profile – secondary investments may offer investors the opportunity to > Immediate portfolio diversification – secondary earn compelling rates of return while assuming less funds typically provide diversification across stage, risk than other PE strategies. This dynamic is due industry, and geography. These funds are also unique to the shorter duration, quicker payback period, in their ability to provide investors with access to diversification, and lack of blind pool risk typically underlying partnerships with vintage years that are associated with secondary investments relative to five to 10 years old, or more. This dynamic provides other strategies. an opportunity for investors who may be new to the asset class to gain immediate exposure to a seasoned PE portfolio. 1 Greenhill Cogent, Secondary Market Trends & Outlook, January 2016, p. 1. HARBOURVEST SECONDARY MARKET REPORT | page 1 MARKET GROWTH One of the faster-growing As a subset of the global PE market, the secondary market has experienced particularly strong growth over segments within the the last decade (see Chart 1). Over this time period, the secondary market’s growth has significantly exceeded broader secondary that of the primary market as a result of an increase market is the global in the turnover ratio of limited partnership interests, the broader acceptance of the secondary market as real assets sector, a portfolio management tool, and the increasing array of transactions that have resulted from investors’ which includes energy, overarching desire for more liquidity in what is otherwise an illiquid asset class. In addition, secondary market power, infrastructure, activity often increases during periods of distress and natural resources, economic dislocation. Going forward, we expect to see continued growth and real estate. due to several trends: > Financial institutions continue to divest assets in order to comply with post-Global Financial Crisis regulations related to illiquid assets and risk-weighted capital. > Pension funds and other institutional investors use the secondary market as a tool for refocusing their portfolios and consolidating manager relationships. > Sovereign wealth funds with increasingly mature PE portfolios are becoming more active sellers. > Whole fund liquidity solutions continue to rise in popularity. FUTURE GROWTH One of the faster-growing segments within the broader secondary market is the global real assets sector, which includes energy, power, infrastructure, natural resources, > CHART 1 and real estate. Over the past decade, the sector has MARKET GROWTH FUELED BY PRIMARY MARKET seen significant increases in capital raised, number of Source: Thomson Reuters, Cogent Partners active managers, and in the breadth and complexity of strategies deployed. Investors are attracted by the PE NAV > 5 years old Secondary Market Deal Volume unique benefits these assets provide, including a stable yield component, inflation linkage, and diversification. 50 1,000 In the energy sector, for example, the underlying net 40 800 asset value (NAV) of investments with more than five $ Billions years of maturity has grown from $11 billion to over 30 600 $70 billion in the past five years, with a projected market $ Billions size of $100 billion or greater by 2017.2 A similar trend 20 400 exists in the infrastructure sector, where we have seen a threefold increase in the amount of NAV that is more 10 200 than 5 years in maturity, growing from $50 billion in 2012 to over $100 billion in 2014. HarbourVest believes 0 0 05 06 07 08 09 10 11 12 13 14 15 that the market size should continue to increase to over $150 billion or greater by 2017.3 2 Cambridge Associates, “Net Asset Value History Horizon Report, Q3 2014.” 3 HarbourVest Partners, Real Assets: An Increasingly Attractive Global Secondary Opportunity, Viewpoint, December 2015. HARBOURVEST SECONDARY MARKET REPORT | page 2 EVOLUTION OF DEAL TYPES > CHART 2 SECONDARY MARKET GEOGRAPHIES GEOGRAPHIC FOCUS The profile of secondary assets for sale is constantly Source: Setter Capital Volume Report 2015 evolving, as are the types of transactions that are completed. Geographically, U.S.-based assets account for the largest share of deal volume (see Asia/RoW 15% Chart 2). This is consistent with the relative size of the U.S. PE market where buyers have an especially strong appetite due in large part to high confidence in the U.S. market. European deal flow is also generally consistent U.S. with the relative size of the European PE market, 52% although transactions in Europe have been skewed toward more complex opportunities. The secondary Europe market in Asia continues to grow and introduce new 33% transaction types. Lastly, emerging market secondaries remain relatively nascent, as those markets continue to develop and grow. TYPES OF TRANSACTIONS The evolution of the types of transactions that comprise the overall secondary market is one of the market’s defining trends. Buyers have an especially The secondary market of the 1980s and 1990s was strong appetite due in large comprised almost entirely of traditional transactions (i.e., the purchase of one or more limited partnership part to high confidence in interests by a buyer from a single seller). While traditional transactions continue to account for a the U.S. market. majority of secondary market activity, the market has evolved to include a broad range of transactions that provide holders of PE interests with liquidity options through increasingly sophisticated deal types (see Chart 3). > CHART 3 EXPANDING UNIVERSE OF Public to Privates Captive SECONDARY DEAL TYPES Team CREATES OPPORTUNITY Spinouts Secondary Structured GP for Hire Whole Fund Traditional Direct Liquidity Solutions Portfolios Solutions ficiency Inef Traditional Traditional INEFFICIENCY TIME PERIOD 1985 - 2000 2000 - 2010 TODAY HARBOURVEST SECONDARY MARKET REPORT | page 3 Correspondingly, some secondary buyers have shaped > General partner-for-hire transactions: their investment strategies to reflect this market shift. A secondary buyer purchases a portfolio of direct While many buyers have remained focused on company investments with a newly formed acquisition the traditional part of the market, a limited number vehicle, which includes customized governance of participants have developed a focus on the and economic terms; a new manager is identified non-traditional, or complex, transaction types. As a to manage the newly formed vehicle. result of this dynamic, while the traditional end of the > Other customized solutions: A secondary market has experienced increased levels of competition buyer may develop a tailored