Private Equity Portfolio Performance Report As Of: September 30, 2012

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Private Equity Portfolio Performance Report As Of: September 30, 2012 Water and Power Employees’ Retirement Plan (WPERP) Private Equity Portfolio Performance Report as of: September 30, 2012 Presented: February 27, 2013 This report is solely for the use of client personnel. No part of it may be circulated, quoted, or reproduced for distribution outside the client organization without prior written approval from Pension Consulting Alliance, Inc. Nothing herein is intended to serve as investment advice, a recommendation of any particular investment or type of investment, a suggestion of the merits of purchasing or selling securities, or an invitation or inducement to engage in investment activity. Pension Consulting Alliance, Inc. 0 Quarterly Report Q3-2012 Table of Contents Section Tab Program Detail 2 Review of Investment Performance 5 Review of Portfolio Structure 8 Partnership Summaries 14 Private Equity Market Overview 15 Appendices Individual Partnership Pages A Health Benefits Fund Overview B 1 Quarterly Report Q3-2012 1.0 Program Detail As of September 30, 2012, the Water and Power Employees’ Retirement Plan Private Equity Program (the Program) had $255.5 million in commitments across 11 partnerships. As of the end of the third quarter of 2012, $152.0 million in capital had been drawn down, $51.1 million in distributions had been made, and the Program had a reported value of $127.7 million. The net since inception internal rate of return (IRR) was 7.0% as of September 30, 2012, down from 7.1% as of June 30, 2012. Portfolio Detail (as of September 30, 2012) Since Peer Top Vintage Committed Invested Distributed Reported Partnership Type Age Inception Median Quartile Year Capital Capital Capital Value 1 1 Net IRR IRR IRR Lexington Capital Partners VI (LCP VI) Secondary Fund-of-Funds 2006 6.3 yrs. $30.0 M $30.6 M $16.0 M $20.3 M 5.5% 3.7% 8.9% Landmark Equity Partners XIII (LEP XIII) Secondary Fund-of-Funds 2006 5.8 yrs. $30.0 M $27.7 M $17.0 M $15.2 M 4.7% 3.7% 8.9% HRJ Capital Special Opportunities Fund II (SOF II) Primary Fund-of-Funds 2007 4.6 yrs. $20.0 M $18.0 M $6.0 M $16.4 M 5.7% 10.7% 16.3% Fisher Lynch Venture Fund II (FL II) Primary Fund-of-Funds 2008 4.4 yrs. $20.0 M $14.3 M $0.9 M $15.7 M 7.8% 3.4% 17.5% Landmark Equity Partners XIV (LEP XIV) Secondary Fund-of-Funds 2008 4.0 yrs. $30.0 M $17.4 M $4.7 M $16.6 M 17.7% 9.3% 17.5% Oaktree Principal Fund V (OPF V) Distressed Debt 2009 3.6 yrs. $16.0 M $11.8 M $0.9 M $12.1 M 6.3% 7.8% 10.8% Lexington Capital Partners VII (LCP VII) Secondary Fund-of-Funds 2009 2.8 yrs. $30.0 M $14.1 M $3.8 M $14.6 M 20.7% 9.3% 15.4% EnCap Energy Capital Fund VIII (ECF VIII) Growth: oil and gas 2011 1.6 yrs $12.5 M $4.4 M $1.5 M $3.6 M 26.2% NM NM Audax Mezzanine Fund III (AMF III) Mezzanine 2011 1.6 yrs $17.0 M $5.6 M $0.2 M $5.5 M 4.8% NM NM Vista Equity Partners Fund IV (VEP IV) Buyout 2011 0.8 yrs $25.0 M $8.1 M $0.0 M $7.7 M NM NM NM Ares Corporate Opportunities IV (ACOF IV) Special Situations 2012 --- $25.0 M --- --- --- --- --- --- Total Program --- --- --- $255.5 M $152.0 M $51.1 M $127.7 M 7.0% --- --- o Despite deploying a significant proportion of contributions prior to the economic crisis, the Program has generated an attractive net since inception return of 7.0% as of September 30, 2012. However the public equity markets exhibited a stronger rebound since the crisis including a very high one-year return, resulting in the Program underperforming its policy benchmark (the Russell 3000 Index + 300 basis points) over the latest one-year, three-year, five-year, and since inception time periods. o The Program’s reported value represents 1.7% of total Plan assets as of the end of the third quarter 2012. Including unfunded commitments of $104.1 million results in an approximate allocation of 3.0%. WPERP’s current target allocation to private equity is 4% with a long-term target of 5%. o Overall the Program is diversified across investment strategies based on net asset value, including buyouts (44%), venture capital (23%), special situations (23%), mezzanine (6%), and growth capital (4%). 1 Source: Thomson Reuters, by comparable universe (All Private Equity, Buyout, or Venture) and vintage year. 2 Quarterly Report Q3-2012 1.1 Program Evolution Initial commitments to the Program began in 2006 and focused on secondary fund-of-funds, given their unique diversification and cash flow characteristics. Additional commitments have been made to primary fund-of-funds targeting “special situations” (i.e. distressed strategies) and venture capital. The Program’s first commitment to a direct partnership (Oaktree Principal Fund V) began investing capital during the first quarter of 2009. The chart below highlights the evolution of the Program in terms of quarterly cash flows and since inception net IRRs at each quarter end. The Program is in the funding/portfolio construction stage as contributions (blue bars) represent the largest proportion of cash flows. The decline in the IRR in 2008 highlights the material valuation declines due to the financial crisis and the initial funding of the Program’s two primary fund-of-funds. During much of the financial crisis in 2009, contribution and distribution activity declined materially. Distribution activity increased significantly in 2011 as $17.2 million was returned to the Program, compared to $6.2 million during the full 2010 calendar year. Through the nine months of 2012, $14.4 million has been returned in the form of distributions, on pace to exceed 2011 ($17.2 million). Contribution activity in the first nine months of 2012 has increased as $27.3 million of capital was drawn, on pace to significantly exceed 2011 ($29.6 million). After strong increases in 2009 and 2010, the net since inception IRR has remained relatively stable since late 2010. Program's Quarterly Cash Flows and IRR $15.0 25% 20% $10.0 15% 10% $5.0 5% $0.0 0% IRR Millions ‐5% ‐$5.0 ‐10% ‐15% ‐$10.0 ‐20% ‐$15.0 ‐25% Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 Contributions Distributions IRR 3 Quarterly Report Q3-2012 1.2 Quarter Valuation Change During the third quarter of 2012, the Program increased in value by a net $2.4 million. Approximately $6.5 million of capital was contributed to underlying partnerships during the quarter while $5.8 million was distributed from underlying partnerships. The holdings appreciated by approximately $1.7 million resulting in an aggregate valuation of $127.7 million as of September 30, 2012. Quarterly Reported Value Activity $140.0 $135.0 $6.5 $130.0 $1.7 $127.7 $125.3 $125.0 $5.8 $120.0 Millions $115.0 $110.0 $105.0 $100.0 6/30/2012 Contributions Distributions Valuation Change 9/30/2012 4 Quarterly Report Q3-2012 2.0 Review of Investment Performance This section examines the Program’s performance results from a variety of viewpoints, including: horizon IRR, investment multiple, and current payback. 2.1 Horizon IRR To compare performance across shorter time periods relative to policy benchmarks, PCA calculated customized “cash flow adjusted” benchmark returns. The actual cash flows (contributions and distributions) of WPERP’s private equity portfolio are assumed to be invested in the policy benchmark to arrive at a comparative performance measurement. As highlighted in the table below, the WPERP portfolio has underperformed the policy benchmark (Russell 3000 Index plus 300 basis points) over all periods evaluated. Over the latest year, the Russell 3000 posted a 30.2% return (not accounting for WPERP’s cash flows) which is well above long-term expectations for the public equity markets. In addition, the Program is in funding mode with many of the underlying partnerships still relatively immature and therefore valued more conservatively. Cash Flow Adjusted Benchmark Comparison: periods ending September 30, 2012 40.0% 35.8% 35.0% 30.0% 25.0% IRR 20.0% 17.6% 15.0% Horizon 13.0% 10.4% 10.8% 10.0% 7.5% 6.2% 7.0% 5.0% 0.0% One‐Year Three‐Year Five‐Year Since Inception* WPERP Portfolio Russell 3000 Index + 300 bps *initial capital call made in June of 2006 5 Quarterly Report Q3-2012 2.2 Investment Multiple: contributed capital vs. total value Another way to view a program’s progress is to examine the contributions, distributions, and reported value of a portfolio. Given the nature of private market investing, it is not uncommon for contributions to exceed distributions and reported value as investments are initially held at cost and management fees are assessed early in the partnership. The Program’s initial commitments had provided an attractive start as distributions combined with reported value of investments exceeded contributions through the calendar year 2007. However, funding of the primary funds-of-funds and valuation declines at year-end 2008 resulted in an investment multiple below 1.0x. The Program’s investment multiple has improved to 1.18x as of September 30, 2012.
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