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LACERS Los Angeles City Employees’ Retirement System LACERS Los Angeles City Employees’ Retirement System Report to Board of Administration Agenda of: AUGUST 3, 2009 From: Daniel P. Gallagher, Chief Investment Officer ITEM: V−A SUBJECT: NOTIFICATION OF UP TO $20 MILLION INVESTMENT IN HELLMAN & FRIEDMAN CAPITAL PARTNERS VII, L.P. Recommendation: That the Board receive and file this notice. Discussion: Attached is an investment abstract for Hellman & Friedman Capital Partners VII, L.P. (H&F VII) prepared by Hamilton Lane, LACERS’ traditional alternative investments consultant. Background H&F VII (Fund) is projected to be a $7 billion, hard cap $10 billion, middle-market to large cap buyout fund focusing on a variety of industries, including financial services, media, software/data services, business services, healthcare, internet/digital media, and energy/industrials. Investments will be pursued both in the U.S. and Western Europe with a small percentage that can be invested in Eastern Europe, Asia and Australia. LACERS has invested $31 million in H&F Funds with $11 million in H&F V (vintage 2004), and $20 million in H&F VI (vintage 2007). The General Partner (GP), founded in 1987 by Warren Hellman and Tully Friedman, has an experienced team. The majority of team members have worked and invested successfully together over many years and through several economic and private equity market cycles. H&F VII will be managed by senior partners Warren Hellman, Brian Powers, Philip Hammarskjold, Patrick Healy, and Thomas Steyer. The principals average over twenty-three years private equity experience and seventeen years tenure with the GP. They will be supported by thirty-one additional investment professionals and forty-one support staff. H&F is headquartered in San Francisco with additional offices in New York and London. As of March 31, 2009, H&F’s prior funds had invested $11.7 billion among sixty-nine portfolio companies, realized $15.2 billion among fifty-one of those companies, earning a gross realized Internal Rate of Return (IRR) of 31.4% and a 1.9X capital multiple. These prior funds have approximately $7.4 billion of unrealized value of which 58% is for H&F VI. Based on benchmarks from Venture Economics the H&F Funds I through V have generated top quartile net returns, with Fund VI performance still too early to be meaningful. Board Report 1 August 3, 2009 Strategy The GP will pursue an opportunistic investment strategy, and seek both control and non-control positions in portfolio companies that have competitive market strength among several factors: strong brand names; a loyal customer base; regulatory, capital, or scale barriers to entry; superior distribution systems; and, other business operations that are able to generate predictable revenue and earnings growth, high levels of cash flow, and strong operating management teams in place. The GP will focus on making large-scale investments, which should result in a portfolio oftwelve to fifteen companies with equity investments ranging from $300 million to $1.5 billion. No more than 10% of the commitments will be made in anyone company, and no more than 33% of the commitments will be invested outside of North America. The exit strategy will include sales to strategic buyers or financial sponsors, and initial public offerings. The GP will align its interest with the limited partners by committing $400 million (or 5.71 %) of the committed capitaL The GP does not outsource its fundraising or use placement agents. Organizationat Issue During 2009, H&F anticipates completing its third generational transition for the firm. Warren Hellman will step down as Chairman to be replaced by Brian Powers. Philip Hammeraskjold will become CEO, and Patrick Healy will become Deputy CFO. However, the GP has successfully completed several prior transitions as the firm has invested across multiple economic cycles. The team appears positive, intact and content with the leadership transition. The Investment Committee will remain the same'. Commitment Size Hamilton Lane has recommended a commitment of $20 million to Hellman & Friedman Capital Partners VII, L.P. As staff concurs, no Board action is required. DPG:SG:ja Attachments: 1) Hamilton Lane Final Investment Report 2) Discretion in a Box 3) Workforce Composition Report Board Report 2 August 3, 2009 Final Investment Report Hellman and Friedman Fund VII, L.P. June 2009 --~,~_...,.~,,---------~ IV I E ; ..:) ;.,. r' C) ~~!rc_:, I,H·,(~(.'"ft!'-_~rr;· ()':' r-(/. ~. ~c~r ~()C "<1; !(0SU' rh<;~ ~n,: per; yrr Oih8 i~' 'I', ,;,' .. I loined in !iiis ;s not nf:C()<;<;O. 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"..-diet nCYI' r)~:; USE1C) ()~) th0~ L)c~sis fc)l' (1["1 tnve~/q!en'! Ci(~;cIs1()n. CONFIDENTIAL 2 of 12 Final Report - V,2 - 7/20/2009 OVERVIEW Fund Information: General Partner: Hellman & Friedman, LLC Fund: Hellman & Friedman Capital Partners VII, L.P. Firm Inception: 1987 Target Size: $10 billion Hard Cap: $10 billion Strategy: Large buyouts and growth equity Geography: U.S. (67%), Western Europe (28%), ROW (5%) opportunistically Team: 46 Investment Professionals, 41 Administrative, Legal and Support Staff Senior Partners: Warren Hellman, Brian Powers, Phillip Hammarskjold, Patrick Healy, Thomas Steyer Locations: San Francisco (headquarters), New York and London Equity Investments: $200 million to $600 million Industries: Financial Services, Media, Software/Data Services, Business Services, Healthcare, Internet/Digital Media and Energy/Industrials Prior Funds: 1988 - Hellman & Friedman Capital Partners I, LP ("Fund I") - $327 million 1991 - Hellman & Friedman Capital Partners II, LP ("Fund II") - $877 million 1995 - Hellman & Friedman Capital Partners III, LP ("Fund III") - $1.5 billion 2000 - Hellman & Friedman Capital Partners IV, LP ("Fund IV") - $2.2 billion 2004 - Hellman & Friedman Capital Partners V, LP ("Fund V") - $3.5 billion 2006 - Hellman & Friedman Capital Partners VI, LP ("Fund VI") - $8.0 billion Closing Schedule: Closing Schedule Schedule Date Amount ($MMs) 1st Close 2/13/2009 $5,700 2nd Close 2/27/2009 360 3rd Close 4/20/2009 250 4th Close 4/30/2009 150 Final Close - TBD TBD TBD Total 6.460 • The General Partner anticipates raising up to $7 billion in commitments for the Fund. Key Terms: Investment Term: 6 Years Fund Term: 10 years; subject to two one-year extensions at the approval of the Limited Partners Management Fee: Investment Period: 1.5% of committed capital Post-Investment Period: 0.75% of invested capital Fee Offset: 100% Carry / Hurdle: 20%/No Preferred GP Commitment: $400 million Key Man: If prior to the expiration of the Commitment Period, (i) if two of Brian M. Powers, Philip U. Hammarskjold and Patrick J. Healy or (ii) a number of the Designated Managing CONFIDENTIAL 3 of 12'1 Final Report - V.2 - 7/20/2009 Directors should die, withdraw, voluntarily declare bankruptcy, become permanently disabled or incompetent, or cease to devote substantially all of their business time to the affairs of the General Partner, the Partnership, its Portfolio Companies and their respective affiliates as set forth in "Time Commitment of the Managing Directors" such that the remaining Designated Managing Directors do not include a majority of the Designated Managing Directors, or [ii) the Managing Directors as of the commencement of the Partnership should cease to own or control 50% of the aggregate interests in the General Partner, then the General Partner will promptly notify the Limited Partners of such occurrence [a "Suspension Notice") and present a plan outlining its proposal for continuing the Partnership. For 90 days following the delivery of a Suspension Notice (the "Suspension Period"). Investment Highlights: • The General Partner has generated attractive returns • Disciplined investment approach • Cohesive and experienced team • Hellman & Friedman has fewer resources relative to its peers Recommendation: Based on the analysis in this report, Hamilton Lane recommends an investment of $20 million in the Fund. CONFIDENTIAL 4 of 12 Final Report - V.2 - 7/20/2009 Section 1 - INVESTMENT STRATEGY 1.1 ApPROACH • Equity investments in mid- to large cap companies in the U.S. and Western Europe • Broad industry focus • Target fundamentally sound businesses • Rigorous investment and monitoring process • High-level strategic and financial value-add • The General Partner will pursue control-oriented and strong minority investments in mid­ to large cap companies. Hellman & Friedman Capital Partners VII. lP Targeted Transaction Size Enterprise Value . -l l..--_._... _...-._---_._-----_.----------_. Projected Fund VII Stage by Amount Invested Fund VI Control Profile by Amount Invested 10%-30% Ownership Interest (2Inv.) Control, 67% >50% Ownership Interest (7Inv.) CONFIDENTIAL 5 of 12 Final Report - V.2 - 7/20/2009 • As illustrated in the following charts, the Fund will primarily target investments in the U.S. and, to a lesser extent, Western Europe.
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