Due Diligence 101: How to Conduct Effective Due Diligence on Co- Investments Lynn Baranski, Managing Director BlackRock Private Equity Partners SOURCING & INVESTMENT PROCESS JUNE 2 – 4, 2015 ILPA MEMBERS-ONLY CONFERENCE PASADENA, CA 2 Extensive relationships lead to a large-scale sourcing network Direct from GP’s BlackRock Advisors Resources & Relationships PEP’s Sourcing Network Strategic Fund-less Partners Sponsors Team Relationships Investment / Calling Banks Program JUNE 2 – 4, 2015 ILPA MEMBERS-ONLY CONFERENCE PASADENA, CA 3 See a lot, select a few: 6% direct co-investment selection rate* Opportunities Origination 2,034 Investments (100%) Early screening of proactive and reactive deal-flow Under Consideration 619 Investments (30%) Presentation to Private Equity Partners Detailed Due Diligence 499 Investments (25%) In depth due diligence and reference checking Invested 114 Investments (6%) 6% Investment Negotiation of terms and conditions with GPs and legal counsel Rate Investments *Period from 1 January 2000 to 31 December 2014. Includes direct co-investments only. Actual number of investment opportunities may vary. It should not be assumed that PEP will continue to receive investment opportunities or that the investment rate shown above will be the same in the future. Please note that the above data excludes legacy SRPEP investment opportunities reviewed prior to the closing of BlackRock’s acquisition of SRPEP on 4 September 2012. JUNE 2 – 4, 2015 ILPA MEMBERS-ONLY CONFERENCE PASADENA, CA 4 Early involvement is key SYNDICATION PRE-BID LEAD/CO-SPONSOR Benefits: Benefits: Benefits: 1. Higher certainty of deal close 1. Early involvement and deeper due 1. Full control diligence 2. Expedited due diligence process 2. Control exit 2. Stronger influence on result 3. Available to smaller investors 3. Better terms and scalable allocation Challenges: Challenges: Challenges: 1. Short lead time to respond 1. Direct GP skillset required 1. Lower hit rate due to highly competitive marketplace 2. Allocation is more likely to get cut back 2. Capacity to make meaningful investment required 2. Direct relationships required with 3rd 3. Higher fees party due diligence sources CONVENTIONAL DIFFERENTIATED JUNE 2 – 4, 2015 ILPA MEMBERS-ONLY CONFERENCE PASADENA, CA 5 Have a view: finding value in today’s co-investment market Growth Companies Energy Corporate Carve-outs Alibaba Group Caiman Energy Global Business Travel B&M Retail Venari Resources Financial Services ING Life Insurance (Korea) Cheniere Energy Healthcare Envision Healthcare The examples presented above provide additional information on certain direct co-investments made by PEP on behalf of prior BlackRock Programs, a complete list of which can be found in Appendix herein. These examples were selected to illustrate recent direct co-investments closed (as of 3 November 2014) in each of the above noted sectors which were identified by PEP as key areas of opportunity according to our knowledge and experience in private equity investing. They are non-representative of all direct co-investments made by PEP on behalf of prior BlackRock Programs and it should not be assumed that PEP will invest in comparable investments, or that any future direct co-investments made by any prospective Fund will be successful. To the extent that these direct co-investments prove to be profitable, it should not be assumed that any prospective Fund’s investments will be profitable or will be as profitable. JUNE 2 – 4, 2015 ILPA MEMBERS-ONLY CONFERENCE PASADENA, CA 6 A disciplined, consistent investment process is the foundation of a successful co-investment platform “In-Box” Monday Meeting Initial Analysis Due Diligence Screening (continues through process) Committee Deal Summary presented Prepare proprietary analysis Deal Team presents Proactive generation of Review GP-provided to Investment Team and investment case investment opportunities information Additional reference calls discussed Committee challenges team Benefit of global network GP meeting in offices or On-site visits; meet with If Investment Team onsite management teams with open issues Active management approves, a Deal Team is May potentially need follow- investment pipeline Conduct reference calls Distribute information to assigned for further due up due diligence based on Deal Team plus other Investment Team Investment opportunity diligence Committee’s feedback entered in Deal Log and relevant professionals Focused discussion on key assigned to an investment analyze the merits of the issues/questions team member for investment Follow-up on-site meeting preliminary review Deal team determines with GP GP contacted for additional recommendation Deal team decides whether information (if necessary) to proceed Internal Investment Investment Decision Closing External Investment Committee (EIC) Committee (IIC) Memorandum (IDM) Final legal review and Consists of senior executives: Memorandum documenting negotiation with GP on economic Deal Team presents IDM and diligence findings terms and governance investment thesis to IIC • Key issues IIC votes - majority approval • Financial analyses including IIC determines commitment scenario sensitivities amount • Reference calls IIC-approved deal presented to • Forwarded to Internal External Investment Committee Investment Committee (IIC) (EIC) Please note that the above investment process applies to all investments managed by PEP, including all strategies discussed herein. JUNE 2 – 4, 2015 ILPA MEMBERS-ONLY CONFERENCE PASADENA, CA 7 Detailed deal summaries presented to full investment team for initial recommendation • General Information • Industry • Sponsor • Pre-close or Post-close • Type • Size • Transaction Overview • Highlights • Process Update • Deal Team • Recommendation JUNE 2 – 4, 2015 ILPA MEMBERS-ONLY CONFERENCE PASADENA, CA 8 Weekly deal log Co-Investments Under Review New Co-Investments Received Approved Not Funded • Team • Size • Sponsor • Source • Date Received • Target Close Date • Brief Comments JUNE 2 – 4, 2015 ILPA MEMBERS-ONLY CONFERENCE PASADENA, CA 9 Approval process: Screening packs prepared and submitted to Screening Committee • Outstanding Due Diligence Items • Transaction Overview • Scorecard • Account Allocations • Key Attractions • Key Risks & Mitigants • Key Diligence Items I. Company II. Industry Dynamics III. Transaction Structure IV. Investment Thesis/Strategy V. Management VI. Sponsor VII. Financials & Returns JUNE 2 – 4, 2015 ILPA MEMBERS-ONLY CONFERENCE PASADENA, CA 10 Approval process: Investment Decision Memorandum (IDM) submitted to Internal and External Investment Committees Executive Summary • Company & Transaction Overview • Transaction Structure • Industry Overview • Proposed Account Allocations • Valuation & Return Projections • Investment Highlights • Investment Risks & Mitigants • Recommendation JUNE 2 – 4, 2015 ILPA MEMBERS-ONLY CONFERENCE PASADENA, CA 11 Two-step approval process with senior executive involvement Internal External Investment Investment Committee Committee JUNE 2 – 4, 2015 ILPA MEMBERS-ONLY CONFERENCE PASADENA, CA 12 DUE DILIGENCE JUNE 2 – 4, 2015 ILPA MEMBERS-ONLY CONFERENCE PASADENA, CA 13 Direct co-investment selection: Disciplined, repeatable and scalable Sourcing Due Diligence Implementation Multiple Portfolio Initial Screening, Investment sources of Preliminary construction fundamental further risk Committee investment review and active analysis assessment Review opportunities monitoring Active GP calling Preliminary write- Deal Team Following deeper Deal Team Sizing and program up and analyzes due diligence (on- documents and placement in Strategic Partners presentation to investment merits site visits, presents diligence client portfolios Investment Team reference calls, findings to Internal consistent with Global Deal Team either at Monday etc.) Deal Team Investment diversification and relationships rejects deal based meeting on initial findings, presents Committee (IIC) risk return Inbound from If Investment or pursues deeper investment case in an Investment parameters GPs, placement Team approves due diligence to the Screening Decision Quarterly agents and other additional Committee (SC) Memorandum. reporting through sell-side players analysis, a Deal SC will challenge Upon IIC monitoring Team is assigned Deal Team with approval, process for further due open issues and investment (Quarterly diligence may request presented to Portfolio Review) further analysis External Investment Committee for final approval JUNE 2 – 4, 2015 ILPA MEMBERS-ONLY CONFERENCE PASADENA, CA 14 Selecting direct co-investments: Rigorous due diligence with clear underwriting criteria Seek to invest in companies that possess the following attributes: • The right GP for the right deal • Strong management teams with considerable equity at stake • Robust industries with good growth prospects or fragmented industries with consolidation opportunities • Market-leading companies with defensible competitive positions • Realistic business plans with multiple value drivers • Significant cash flow or visibility to positive cash flow • Attractive risk/return profile • Multiple viable exit alternatives JUNE 2 – 4, 2015 ILPA MEMBERS-ONLY CONFERENCE PASADENA, CA 15 Develop an information advantage INVESTMENT TEAM GP NETWORK FIRM-WIDE RESOURCES SELL-SIDE RESEARCH JUNE 2 – 4, 2015 ILPA MEMBERS-ONLY CONFERENCE PASADENA, CA 16 Reasons to pass • Deal not in GP “strike zone” • Valuation too high • Continued dependence on strong