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Connectionsprivate Equity in the Middle Market INNOVATIONS IN GLOBAL CONNECTIONSPRIVATE EQUITY IN THE MIDDLE MARKET SPRING 2017 LP TREND: INVESTORS TAKE CHANCE ON EMERGING MANAGERS ALSO INSIDE! Buyouts Insider, Duane Morris give B+ grade to fundraising market Eight insights into how LPs pick winning funds Valuable data: Select LPs with an appetite for emerging managers Profile: ParkerGale, a different INNOVATIONS IN GLOBAL kind of private equity firm www.duanemorris.comPRIVATE EQUITY Roundtable Discussion: Duane Morris – Firm and Affiliate Offices | New York | London | Singapore | Los Angeles | Chicago | Houston | Hanoi | Philadelphia Version 1.0 of the PERT principles San Diego | San Francisco | Silicon Valley | Oman | Baltimore | Boston | Washington, D.C. | Las Vegas | Atlanta | Miami | Pittsburgh | Newark Boca Raton | Wilmington | Cherry Hill | Lake Tahoe | Myanmar | Ho Chi Minh City | Duane Morris LLP – A Delaware limited liability partnership INNOVATIONS IN GLOBAL CONNECTIONSPRIVATE EQUITY IN THE MIDDLE MARKET Contributor Profiles David Toll, Tom Stein, Paul Centopani, executive editor, Contributor, research editor, Buyouts Insider Buyouts Insider Buyouts Insider DAVID TOLL is the executive editor of TOM STEIN provides a range of PAUL CENTOPANI is a writer and Buyouts Insider, where he oversees editorial and marketing services developer of media and editorial the editorial direction of Buyouts to corporate clients, including in print, online and presentation Magazine, Venture Capital Journal Yahoo!, Facebook, Sony, Oracle, formats for Buyouts Insider. His work and the peHUB.com community Saatchi & Saatchi, Marvell, Microsoft centers on plumbing the private website. David has been writing and PayPal. His services include equity industry for trends and ideas about the private equity markets contributed articles, newsletters, that can be turned into thought- since 1997, and publishes a bi- white papers, website copy, social provoking, high-quality content. His weekly column in Buyouts Magazine. media content, and speeches. He stories have been regularly featured He is the co-author of several has contributed to leading business in Buyouts Magazine, Venture survey-based studies on the private and general interest publications Capital Journal and the peHUB. equity and venture capital markets, including Buyouts Magazine, Wired com community website. Earlier in covering such topics as partnership Magazine, Forbes, Tennis Magazine, his career Paul was a pricing analyst terms and employee compensation. and Venture Capital Journal. and senior consultant for defense He is the chief cartoonist at Previously, Tom was a senior editor contractor Booz Allen Hamilton. privateequitycartoon.com. at Red Herring, a magazine where There he managed more than 600 he covered start-ups and venture proposals representing nearly $900 capital. He also worked as a staff million in value. writer at the San Francisco Chronicle, where he covered the tech industry. Additionally, Tom served as a senior editor at InformationWeek and Success Magazine. Cecilie_Arcurs/E+/Getty Images TABLE OF CONTENTS 2 A LETTER TO OUR READERS: FOR EMS, FUND-RAISING MARKET GETS A B+ RATING By David Toll, Richard Jaffe, Scott Gluck 4 INSTITUTIONAL INVESTORS TAKE CHANCE ON EARLY PE FUNDS By David Toll 6 Expert Insights: How investors pick winners 10 Market Intelligence: Select LPs with an appetite for emerging managers 14 PARKERGALE: A DIFFERENT KIND OF PRIVATE EQUITY FIRM By Tom Stein 16 At a glance: Executives, strategy, fund size 18 Market Insight: ParkerGale investments 20 ACG PERT MEMBERS DISCUSS VERSION 1.0 OF COMPLIANCE RECOMMENDATIONS By David Toll 26 ABOUT DUANE MORRIS 28 ABOUT BUYOUTS INSIDER Executive Editor, David Toll Creative Director, Janet Yuen-Paldino ([email protected]/646-356-4507) Junior Graphic Designer, Allison Brown Editorial Advisor, Richard P. Jaffe Sales Director: Robert Raidt ([email protected]/215-979-1935) ([email protected]/646-356-4502) Research Editor, Paul Centopani Sales Associate: Kelley King ([email protected]/646-356-4506) ([email protected]/646-356-4504) Editor-in-Chief, Lawrence Aragon Publisher: Jim Beecher Contributor, Tom Stein ([email protected]/646-356-4501) Connections in the Middle Market 1 LETTER TO OUR READERS FOR EMS, FUND-RAISING MARKET GETS A B+ RATING t’s a good, but perhaps not a great, time for emerging managers to raise money. Here’s why. Institutional investors remain nervous when it comes to backing first-time funds. Firms do find more benign conditions for Funds II and III. But they simply can’t get to that stage if they haven’t raised a first one. So, in our first annual assessment, we’re going to rate I the market a B+ on how welcoming it’s been to emerging managers over the last five years. Investors point to the additional risks associated with emerging-manager funds as the main reason to avoid them. These include the challenge of assessing track records (particularly for spin-out groups), and the uncertainty regarding how well the principals will get along as an independent team. These risks are borne out in the performance numbers. A recent analysis by sister publication Buyouts Magazine found that the performance of debut buyout and related funds is generally strong and consistent with that of other funds. But an especially high percentage of debut buyout funds—nearly one in five (19 percent)—have failed to generate a profit to date. In fact, more than four in 10 (43 percent) institutional investors won’t invest in first-time funds, according to a year-end survey by data provider Preqin. That number is up from just over one in three (35 percent) in a similar survey five years earlier. Partly as a result, start-up firms have been having only modest success raising debut pools (not counting new fund families introduced by established managers). Over the five years from 2012 to 2016, U.S. buyout firms raised $38.7 billion for maiden funds—see accompanying chart. That represents about 4 percent of the total $874.5 billion raised during those years. The number of firms in the market trying to raise debut funds during those years gradually rose, to 88 last year from 33 in 2012, and capital raised generally moved higher. But it’s rarely a cakewalk. New firms can easily spend upwards of 18 to 24 months on the road trying to secure commitments. On the other hand, demand overall for emerging-manager funds, which many investors define as a first, second or third fund, appears to be stronger. According to Preqin, nearly two-thirds (65 percent) of large investors—those with more than $10 billion in assets under management—either have exposure to emerging managers or have an appetite for them; the same goes for half (50 percent) of smaller investors with less than $1 billion in AUM. Buyouts has identified close to a dozen public pensions that have set aside dedicated allocations to emerging managers—see table, p 10. Among the most aggressive is Teacher Retirement System of Texas, which earlier this year said it would commit another $1.3 billion to young managers of private equity, real estate, energy, natural resources, public equities and hedge funds, according to Pensions & Investments. Not coincidentally, Texas Teachers’ and sister pension fund Employees Retirement System of Texas for the last 10 years have run a popular emerging manager conference in Austin, Texas; this February the Office of the New York State Comptroller 2 DUANE MORRIS Buyouts Insider BUYOUT FUNDRAISING 2012-2016 ($BLN) $250.0 Debut Fundraising $214.7 Emerging Manager Fundraising (including debuts) $198.5 $200.0 Total Buyout Fundraising $173.6 $163.8 $150.0 $124.0 $100.0 $60.6 $50.0 $39.6 $26.9 $32.7 $31.0 $13.4 $5.6 $5.9 $7.2 $6.5 $0.0 2012 2013 2014 2015 2016 Source: Buyouts Magazine; totals include funds raised by U.S. firms hosted a similar event in Albany. Buyouts Insider, the joint publisher of this magazine along with law firm Duane Morris, has itself held two successful events for emerging managers in New York City over the past year. Strong investor interest has translated into success on the fundraising trail for a number of aspiring fund managers. All told, U.S. buyout firms on their first, second or third fund raised $190.7 billion from 2012 to 2016, or 22 percent of the $874.5 billion raised altogether, according to Buyouts. That works out to an average of $38.1 billion per year. In one of the most successful efforts during that time, technology buyout specialist Siris Capital in early 2015 closed a second broadly-marketed fund at $1.81 billion, blowing past the $1 billion target and original $1.5 billion hard cap. As for the overall strength of the fundraising market for emerging managers, we can’t get around the lack of enthusiasm for debut funds, as illustrated in the results of the Preqin survey and subdued fundraising numbers. When investors show more love by committing more capital to debut funds we’ll consider an upgrade. David Toll Richard Jaffe Scott Gluck Executive Editor Partner and Chair of Special Counsel, Duane Buyouts Insider Private Equity Group-U.S. Morris and Legal Adviser to Duane Morris ACG PERT Connections in the Middle Market 3 Cecilie_Arcurs/E+/Getty Images INSTITUTIONAL INVESTORS TAKE CHANCE ON EARLY PE FUNDS BY DAVID TOLL, EXECUTIVE EDITOR, BUYOUTS INSIDER Emerging managers have a lot going for them. Many offer co- investments. Their founders put an abundance of skin in the game and don’t overdo it on the management fees. They pursue specialized strategies that can diversify plain-vanilla portfolios. They’ve performed well overall, although individual funds can be a bit hit-or-miss. Institutional investors have been embracing these virtues. .S. buyout firms raising a first, second, or third fund secured $190.7 billion from 2012 to 2016, or 22 percent of the $874.5 billion raised overall, according to estimates by sister Buyouts Magazine.
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