Family Offices Get Back to Their Roots with Club Deals

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Family Offices Get Back to Their Roots with Club Deals Family offices get back to their roots with club deals Experts highlight the strong growth in family co-investments to avoid high PE fees, engage the next generation and utilize wealth creation skills By Jason Bisnoff, February 13th 2019 Family offices are increasingly participating in club deals, direct investments entered into with other families, as a means of engaging the next generation, circumventing private equity fees and getting back to their roots in wealth creation. The 2018 Family Office Benchmarking report, a study conducted by Northern Trust and the Wharton Global Family Alliance, found that 42% of families participated in a club deal during 2017. The Family Office Exchange’s 2018 Global Investment Survey found that family offices had nearly the same allocation to private equity funds and direct investments, 7% and 6%, respectively. “Families’ interest in investing directly in operating businesses is a significant trend that is accelerating,” FOX Managing Director Kristi Kuechler said. In response to the rise of club deals, FOX has established a direct investing network in which 150 families and family offices are able to meet and connect to review or solicit deals, complete with an online deal platform. “Ten or 15 years ago, few families actively co-invested with other families directly in operating businesses. Families continue to seek more opportunities to leverage other family’s alpha in the sector in which they built an operating business and that they know well. We see families actively seeking to connect with other families and do club deals around private capital,” she added. The old thought process featured allocation procedures more aligned to an “endowment model,” according to Kuechler, with large diversified portfolios actively managed in alternative asset classes. The rise of this ‘club’ model owes to the similar approaches and goals shared by many family offices, according to McDermott Will & Emery Partner Jake Townsend. “Groups of family offices that have a common investment thesis or strategic or operational resources might find themselves creating their own set of club deals they’d regularly be going to the market with, under a common investment approach, such as a longer holding period or other growth desires.” The recent rash of club deals comes from a realization that the distinguishing factor of a family office is that usually somewhere along the way a member of the family grew a very successful operating business. These club deals also offer the chance to get more engaged again in wealth creation, rather than relying on external managers. The increasing proclivity of club deals has raised the credibility of family offices in direct deal situations, and follows a loss of faith in external managers, concerns over the long-term costs of private equity fund fees, and often a desire to reengage with their history of running businesses themselves, according to Northern Trust Global Family Office President Dave Fox. “They may prefer to invest with another family with similar goals and time horizons, rather than a private equity firm with lots of different institutional investors with differing goals. The sophistication level inherently embedded in these family offices allows them to bypass the traditional network and go directly into transactions and be confident they know what they are doing,” Fox said. Real estate model Many of these club deals feature multiple families but there is often a family that takes the lead and has expertise in the sector. Historically this model has been prevalent in real estate. “The real estate model is transferring to how families are investing in operating businesses. Some families want to take the lead role -and source and diligence the deal – while others want to take the second seat, and have a more passive role,” Kuechler said. Cresset Family Office Founder and Co-Chairman Eric Becker said that over his 30 years in wealth management, the club business model has gone from a rarity to being increasingly prevalent, and agrees that many families are now following a model traditionally used with real estate deals in other sectors. “The most recent emergence comes with families banding together to go do deals. It really is great for business owners because there is a new category of buyers and good for the family offices because it adds more scale and operational capacity,” Becker said. From the perspective of the families, the impetus for club deal direct investments is being driven by a frustrating managed portfolio expected return environment, a desire for more control, especially around the entry and exit of an investment, wanting to hold an asset with no management fee for a private equity general partner, and circumventing the carried interest payment when they sell the asset. There are also non-financial appeals, including, as previously cited, jumpstarting wealth creation and increasing engagement from the next generation. Many club deals offer an opportunity for a family member to sit on a board or be actively involved in management of a business. This is a meaningful benefit for many families. “It’s also about investing deal by deal rather than in a fund pool, which can potentially get better returns. They can capitalize on family connections to help build the business,” Fox said. “Often times, this is how families made their original money. If the market can’t bring the returns they are looking for, why not go back to their original knitting where they created their wealth to begin with.” Impact investing can also spur club deals where investing in or operating a business can serve a social purpose aligned with a family’s values. “Families who have built successful enterprises will continue to seek wealth creation through building growing companies. At the same time, much of this trend is fairly cycle dependent and it will be interesting to see if the appetite for direct investment continues during a market downturn,” Kuechler questioned. Family offices are attracted to work with other families when they have similar strategies and time horizons, matches in approach that are tough to find across funds with multiple investors. Specifically when it comes to timelines, family offices can look out 10 to 20 years, which a private equity firm is unlikely to do. “The front-end benefits are being like-minded on time horizon, being helpful with management and then banding together to help with deal expenses but there are many more benefits,” Becker added. “Post-closing there is help from operational expertise within industries in which the family is familiar. There are many reasons why this is growing from expertise to operating knowledge and this emerging category is really good for the marketplace.” This new arena will also receive the support of investment banks, Becker said, who will offer servicing around the sales process. “They have become a much more credible source and are getting more inbound phone calls from advisers hired from these private businesses to sell themselves because they have become more credible buyers in the marketplace,” Fox added. Private deals can be tough to find, forcing family offices to react quickly. Families are getting involved earlier on in the potential sales process, realizing that they can put their money to work quicker than larger firms or big PE funds that have more rigid restrictions, according to Fox, who said that they are pairing that freedom to act with their different levels of expertise. Private equity reaction While these deals clearly compete with private equity, they have not eaten into that business model as of now, according to Becker. Private equity funds have responded to this encroachment by being more demonstrative about their value proposition and potential value add for business owners. Business owners will have a clear demarcation in their choice when it comes to time horizons and hold periods. “Generational families have the ability to own a business for a decade, while most of private equity can’t do that. So far I’ve seen it more as a choice and strategic approach for the business to decide which fit is better,” Becker added. “Some families will find themselves stretched with not having the resources of PE and needing this club environment and some families will test it a bit on capacity as the trend continues. There will be some great success stories and you will see the further emergence of a support network for families.” For business owners, these new potential partners will be an attractive option, as a potential investor with a long time horizon, instead of the quarterly reports of going public or the time cycle and profit pressures of PE funds. “A lot of folks enjoy investing in this manner because you are buying a business versus a fund and families find it is a good way to engage the next generation and use the skills they built up. I see it getting bigger and bigger,” Fox added. Article re-print purchased from Fund Intelligence https://fundintelligence.global/wealth-management/news/family- offices-get-back-to-their-roots-with-club-deals/ .
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