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1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority (Will Kinlaw) Fondo Strategico Italiano (Roberto Marsella)

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Page 1: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

1

Case Study # 1

Investing in Private Equity

IFSWF Subcommittee II: Investment & Risk Management

Presented by:

Kuwait Investment Authority (Will Kinlaw)

Fondo Strategico Italiano (Roberto Marsella)

Page 2: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

2

Executive Summary

Sovereign Wealth Funds that invest in private equity face a wide array of questions and

challenges as they establish best practices. Among these, SWFs should consider:

• due diligence,

• control,

• diversification,

• performance,

• benchmarking,

• fee structure and

• other costs of running a private equity investment program.

In many cases, SWFs may also benefit from looking beyond the internal rate of return (IRR)

to design strategies that ensure an enduring and welcoming reception from recipient

countries. This case study explores best practices for SWFs who invest in private equity.

Page 3: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

3

Objectives

• Review the history of SWF investment in private equity, the current landscape, and trends

in the nature and structure of these investments.

• Evaluate the SWF track record with private equity and identify the specific capabilities

that SWFs must develop to be successful.

• Discuss the need for SWFs to maintain a sustainable presence in key investment

markets and to develop a comprehensive definition of successful private equity

investment. Discuss the benefits and risks of going beyond an IRR-only based model of

success and its implications. Identify specific practices (e.g., communication) to maximize

sustainability.

• Discuss the due diligence process with a particular focus on the unique implications for

SWFs.

• Discuss the private equity fee structure and the total cost of a private equity investment

program (including internal staffing, consultants, etc.)

• Draw conclusions that apply to the broadest possible set of SWFs, while recognizing that

all SWFs have unique objectives, circumstances, and constraints, and that no single

solution will apply for all SWFs.

Page 4: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

4

Questions to be addressed

• In what ways do SWFs face unique challenges and opportunities in private equity

investing? Consider investment horizon, diversification, etc.

• What are the best practices for due diligence?

• What terms should an SWF negotiate when structuring a private equity deal?

• How should SWFs foster the value creation path of their private equity portfolio

companies on an ongoing basis?

• Which tools and instruments can be used by SWFs to achieve their strategic goals with

private equity investments? Why is communication strategic?

• How can SWFs develop sustainable private equity investment programs and maximize

the likelihood of a welcome reception from recipient countries?

• How can risk management be proactive and helpful to senior management of SWFs

within the context of the topics highlighted above?

Page 5: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

5

Track record of private equity investing

Chart shows the hypothetical total return on a $1 initial investment placed on December 31, 1996. Global Private Equity is the State Street GX

Private Equity Index, Global Large Cap is the MSCI All Country World Index, U.S. Small Cap is the Russell 2000 Index, and U.S. Large Cap is the

S&P 500 Index. Source: Datastream, State Street Global Exchange.

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Global Private Equity Global Large Cap (Public)

U.S. Small Cap (Public) U.S. Large Cap (Public)

Cumulative return on investment of private and public equity markets

(1996 to present, private equity is net of fees)

Page 6: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

6

0

5

10

15

20

25

Quarterly 1 YR 3 YR 5 YR 10 YR Since Inception

Do

llar

We

igh

ted R

etu

rn: % All PE Buyout Venture Capital Private Debt

Private equity performance by investment style (as of 31-Mar-15)

Private equity performance vs. public market equivalent (1980 to 31-Mar-15)

By Strategy By Region

All returns are annualized. Source: State Street GX Private Equity Index

12.8%14.3%

11.5%

8.0%

10.7%

8.4%

0%

2%

4%

6%

8%

10%

12%

14%

16%

Buyout Venture Capital Private Debt

13.3%12.2%

8.6%8.2% 8.6%9.5%

0%

2%

4%

6%

8%

10%

12%

14%

16%

U.S. Europe Rest of World

IRR

Public MarketEquivalent

Page 7: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

7

Challenges of private equity investing

Private equity investments can offer attractive performance but they also present a range of

challenges. Specifically, private equity differs from most traditional asset classes in the

following important ways:

Illiquidity. The investments are typically illiquid due to lock-up requirements, thin secondary

markets, and/or high costs of early exit.

Lack of benchmarks and objective data. Private equity benchmarks are often biased and/or

incomplete.

Appraisal-based pricing. The underlying assets do not transact frequently, and benchmark

indices based on appraisal pricing often understate risk and overstate diversification potential.

Performance fees. Incentive fees reduce up-side, which may also understate risk and overstate

the potential for diversification.

IRR methodology. Quarterly NAVs reported by general partners and dollar-weighted, internal

rate of return (IRR) calculations are challenging to compare with the time-weighted returns of

other asset classes.

Resource demands. Direct and co-investment requires specific in-house expertise, talent, and

resources.

Page 8: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

Measuring risk in private equity

• Incentive fees charged on outperformance will not reduce the risk of loss, but they will

dampen simple volatility estimates because they reduce the size of positive returns.

• Appraisal-based valuation of private equity holdings create a “moving average effect”

that also places a downward bias on volatility.

• For example, a recent paper calculated the annualized volatility (standard deviation) of

quarterly private equity returns as 12% from Q4 1996 to Q2 2014, 13% with adjustment

for biases from performance fees and 22% with adjustment for fees and smoothing.1

1 Source: Kinlaw et. al (2015).

12.280% 13.180%

22.200%

0%

5%

10%

15%

20%

25%

Before adjustment Adjusted forperformance fees

Adjusted forperformance fees and

smoothing

Annualized Volatility of Quarterly ReturnsState Street Private Equity Index, Q4 1996 to Q2 2014

8

Page 9: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

Measuring risk in private equity

• Incentive fees charged on outperformance will not reduce the risk of loss, but they will

dampen simple volatility estimates because they reduce the size of positive returns.

• Appraisal-based valuation of private equity holdings create a “moving average effect”

that also places a downward bias on volatility.

• For example, a recent paper calculated the annualized volatility (standard deviation) of

quarterly private equity returns as 12% from Q4 1996 to Q2 2014, 13% with adjustment

for biases from performance fees and 22% with adjustment for fees and smoothing.1

1 Source: Kinlaw et. al (2015).

12.280% 13.180%

22.200%

0%

5%

10%

15%

20%

25%

Before adjustment Adjusted forperformance fees

Adjusted forperformance fees and

smoothing

Annualized Volatility of Quarterly ReturnsState Street Private Equity Index, Q4 1996 to Q2 2014

8

Page 10: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

• Incentive fees charged on outperformance will not reduce the risk of loss, but they will

dampen simple volatility estimates because they reduce the size of positive returns.

• Appraisal-based valuation of private equity holdings create a “moving average effect”

that also places a downward bias on volatility.

• For example, a recent paper calculated the annualized volatility (standard deviation) of

quarterly private equity returns as 12% from Q4 1996 to Q2 2014, 13% with adjustment

for biases from performance fees and 22% with adjustment for fees and smoothing.1

1 Source: Kinlaw et. al (2015).

Measuring risk in private equity

12.280% 13.180%

22.200%

0%

5%

10%

15%

20%

25%

Before adjustment Adjusted forperformance fees

Adjusted forperformance fees and

smoothing

Annualized Volatility of Quarterly ReturnsState Street Private Equity Index, Q4 1996 to Q2 2014

8

Page 11: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

Recent academic findings relevant to SWFs

• Private equity returns are not driven entirely by company-specific alpha. For example, the

sector exposures of private equity funds can explain a significant proportion of returns.1

Leverage, size, and market beta factors have also been shown to explain private equity

performance.

• Institutional investors have exhibited “home bias” in their selection of private equity funds.

For example, U.S. public pensions often exhibit home-state bias in their private equity

portfolios and this bias comes with a significant cost in foregone performance.2

• Larger private equity investors are able to achieve lower fees and more favorable terms.3

• There is some evidence that direct and co-investment structures have underperformed

traditional fund investments, with the exception of direct buyout investments.4

• There is little consensus on the beta of private equity relative to public equity, with

estimates ranging from well below 1.0 to nearly 2.0. However, The Public Market

Equivalent (PME) measure can provide useful insight into private equity performance

without requiring beta calculations.5

• 1 W. Kinlaw, M. Kritzman, and J. Mao (forthcoming 2015) 2 Y. Hochberg and J. Rauh (2013) 3 M. Rhodes-Kropf, L. Viceira, J. Dionne,

and N. Burbank (2014) 4 L. Fang, V. Ivashina, J. Lerner (2015) 5 M. Sorensen and R. Jagannathan (2015)9

Page 12: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

Recent academic findings relevant to SWFs

• Private equity returns are not driven entirely by company-specific alpha. For example, the

sector exposures of private equity funds can explain a significant proportion of returns.1

Leverage, size, and market beta factors have also been shown to explain private equity

performance.

• Institutional investors have exhibited “home bias” in their selection of private equity funds.

For example, U.S. public pensions often exhibit home-state bias in their private equity

portfolios and this bias comes with a significant cost in foregone performance.2

• Larger private equity investors are able to achieve lower fees and more favorable terms.3

• There is some evidence that direct and co-investment structures have underperformed

traditional fund investments, with the exception of direct buyout investments.4

• There is little consensus on the beta of private equity relative to public equity, with

estimates ranging from well below 1.0 to nearly 2.0. However, The Public Market

Equivalent (PME) measure can provide useful insight into private equity performance

without requiring beta calculations.5

• 1 W. Kinlaw, M. Kritzman, and J. Mao (forthcoming 2015) 2 Y. Hochberg and J. Rauh (2013) 3 M. Rhodes-Kropf, L. Viceira, J. Dionne,

and N. Burbank (2014) 4 L. Fang, V. Ivashina, J. Lerner (2015) 5 M. Sorensen and R. Jagannathan (2015)9

Page 13: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

Recent academic findings relevant to SWFs

• Private equity returns are not driven entirely by company-specific alpha. For example, the

sector exposures of private equity funds can explain a significant proportion of returns.1

Leverage, size, and market beta factors have also been shown to explain private equity

performance.

• Institutional investors have exhibited “home bias” in their selection of private equity funds.

For example, U.S. public pensions often exhibit home-state bias in their private equity

portfolios and this bias comes with a significant cost in foregone performance.2

• Larger private equity investors are able to achieve lower fees and more favorable terms.3

• There is some evidence that direct and co-investment structures have underperformed

traditional fund investments, with the exception of direct buyout investments.4

• There is little consensus on the beta of private equity relative to public equity, with

estimates ranging from well below 1.0 to nearly 2.0. However, The Public Market

Equivalent (PME) measure can provide useful insight into private equity performance

without requiring beta calculations.5

• 1 W. Kinlaw, M. Kritzman, and J. Mao (forthcoming 2015) 2 Y. Hochberg and J. Rauh (2013) 3 M. Rhodes-Kropf, L. Viceira, J. Dionne,

and N. Burbank (2014) 4 L. Fang, V. Ivashina, J. Lerner (2015) 5 M. Sorensen and R. Jagannathan (2015)9

Page 14: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

Recent academic findings relevant to SWFs

• Private equity returns are not driven entirely by company-specific alpha. For example, the

sector exposures of private equity funds can explain a significant proportion of returns.1

Leverage, size, and market beta factors have also been shown to explain private equity

performance.

• Institutional investors have exhibited “home bias” in their selection of private equity funds.

For example, U.S. public pensions often exhibit home-state bias in their private equity

portfolios and this bias comes with a significant cost in foregone performance.2

• Larger private equity investors are able to achieve lower fees and more favorable terms.3

• There is some evidence that direct and co-investment structures have underperformed

traditional fund investments, with the exception of direct buyout investments.4

• There is little consensus on the beta of private equity relative to public equity, with

estimates ranging from well below 1.0 to nearly 2.0. However, The Public Market

Equivalent (PME) measure can provide useful insight into private equity performance

without requiring beta calculations.5

• 1 W. Kinlaw, M. Kritzman, and J. Mao (forthcoming 2015) 2 Y. Hochberg and J. Rauh (2013) 3 M. Rhodes-Kropf, L. Viceira, J. Dionne,

and N. Burbank (2014) 4 L. Fang, V. Ivashina, J. Lerner (2015) 5 M. Sorensen and R. Jagannathan (2015)9

Page 15: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

Recent academic findings relevant to SWFs

• Private equity returns are not driven entirely by company-specific alpha. For example, the

sector exposures of private equity funds can explain a significant proportion of returns.1

Leverage, size, and market beta factors have also been shown to explain private equity

performance.

• Institutional investors have exhibited “home bias” in their selection of private equity funds.

For example, U.S. public pensions often exhibit home-state bias in their private equity

portfolios and this bias comes with a significant cost in foregone performance.2

• Larger private equity investors are able to achieve lower fees and more favorable terms.3

• There is some evidence that direct and co-investment structures have underperformed

traditional fund investments, with the exception of direct buyout investments.4

• There is little consensus on the beta of private equity relative to public equity, with

estimates ranging from well below 1.0 to nearly 2.0. However, The Public Market

Equivalent (PME) measure can provide useful insight into private equity performance

without requiring beta calculations.5

• 1 W. Kinlaw, M. Kritzman, and J. Mao (forthcoming 2015) 2 Y. Hochberg and J. Rauh (2013) 3 M. Rhodes-Kropf, L. Viceira, J. Dionne,

and N. Burbank (2014) 4 L. Fang, V. Ivashina, J. Lerner (2015) 5 M. Sorensen and R. Jagannathan (2015)9

Page 16: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

Recent academic findings relevant to SWFs

• Private equity returns are not driven entirely by company-specific alpha. For example, the

sector exposures of private equity funds can explain a significant proportion of returns.1

Leverage, size, and market beta factors have also been shown to explain private equity

performance.

• Institutional investors have exhibited “home bias” in their selection of private equity funds.

For example, U.S. public pensions often exhibit home-state bias in their private equity

portfolios and this bias comes with a significant cost in foregone performance.2

• Larger private equity investors are able to achieve lower fees and more favorable terms.3

• There is some evidence that direct and co-investment structures have underperformed

traditional fund investments, with the exception of direct buyout investments.4

• There is little consensus on the beta of private equity relative to public equity, with

estimates ranging from well below 1.0 to nearly 2.0. However, The Public Market

Equivalent (PME) measure can provide useful insight into private equity performance

without requiring beta calculations.5

• 1 W. Kinlaw, M. Kritzman, and J. Mao (forthcoming 2015) 2 Y. Hochberg and J. Rauh (2013) 3 M. Rhodes-Kropf, L. Viceira, J. Dionne,

and N. Burbank (2014) 4 L. Fang, V. Ivashina, J. Lerner (2015) 5 M. Sorensen and R. Jagannathan (2015)9

Page 17: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

Private equity investment structures

Fund /

General Partner (GP)

Portfolio

Company

1

Investor (LP)

Co-Investment ModelTraditional Model

Fund /

General Partner (GP)

Investor

Portfolio

Company

2

Portfolio

Company

3

Investor (LP) commits funds to the GP.

The GP then pools capital from multiple

LPs and selects end investments.

Investor makes direct investment in

portfolio company, typically alongside a

another investor or a GP with whom it

also invests.

10

Page 18: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

“Yale Endowment” Model

“Texas Teachers” Model

“Canadian Pensions” Model

Common models for private equity investment

Increase significantly

the allocation to

private equity, and

specifically to venture

capital, relative to

public equities and

fixed income.

Create strategic

partnerships with large

private equity

managers to achieve

lower fees and more

attractive terms.

Seek direct and co-

investment

opportunities in

addition to, or

instead of, traditional

fund investments.

11

Page 19: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

Best practices for monitoring the private equity portfolio

12

Page 20: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

Best practices for monitoring the private equity portfolio

• Investment Due Diligence

– Evaluate investment strategy and track record for prospective managers.

– Align investments with SWF mission, assets, other investments, and strategic considerations.

– Negotiate appropriate fee structure and terms.

– Determine mix of traditional LP/GP structures vs. direct and co-investments.

– Review management team and perform reference check (score card) on prospective managers.

– Perform market analysis (top down and bottom up) and evaluate business strategy for portfolio

companies.

12

Page 21: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

Best practices for monitoring the private equity portfolio

• Investment Due Diligence

– Evaluate investment strategy and track record for prospective managers.

– Align investments with SWF mission, assets, other investments, and strategic considerations.

– Negotiate appropriate fee structure and terms.

– Determine mix of traditional LP/GP structures vs. direct and co-investments.

– Review management team and perform reference check (score card) on prospective managers.

– Perform market analysis (top down and bottom up) and evaluate business strategy for portfolio

companies.

• Operational Due Diligence

– Seek GP operational transparency including internal processes and controls (financial,

accounting, tax, human resources, etc.) with periodic checkups throughout the life of the

investment.

– Maintain IT and security infrastructure.

– Guarantee legal and regulatory compliance.

– Incorporate ESG (Environmental Social Governance) considerations and comply with SWF policy

constraints.

– Foster value creation. For example, create connections between companies that the SWF holds

and perhaps share relevant information across SWFs. When companies work together it can

accelerate the pace of innovation.12

Page 22: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

Best practices for monitoring the private equity portfolio

• Investment Due Diligence

– Evaluate investment strategy and track record for prospective managers.

– Align investments with SWF mission, assets, other investments, and strategic considerations.

– Negotiate appropriate fee structure and terms.

– Determine mix of traditional LP/GP structures vs. direct and co-investments.

– Review management team and perform reference check (score card) on prospective managers.

– Perform market analysis (top down and bottom up) and evaluate business strategy for portfolio

companies.

• Operational Due Diligence

– Seek GP operational transparency including internal processes and controls (financial,

accounting, tax, human resources, etc.) with periodic checkups throughout the life of the

investment.

– Maintain IT and security infrastructure.

– Guarantee legal and regulatory compliance.

– Incorporate ESG (Environmental Social Governance) considerations and comply with SWF policy

constraints.

– Foster value creation. For example, create connections between companies that the SWF holds

and perhaps share relevant information across SWFs. When companies work together it can

accelerate the pace of innovation.12

Page 23: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

Fostering the value creation in the private equity portfolio

• Certainly SWFs should follow best practices in monitoring their investments as described

on the previous slide, but SWFs may also go further.

13

Page 24: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

Fostering the value creation in the private equity portfolio

• Certainly SWFs should follow best practices in monitoring their investments as described

on the previous slide, but SWFs may also go further.

• SWFs have an additional advantage over many smaller investors. They have a large

amount of information as an information clearing house. When coupled with a strong

business development function, such information can become source of additional value

for the SWF portfolio companies - always in a fair, transparent and market-based

manner.

13

Page 25: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

Fostering the value creation in the private equity portfolio

• Certainly SWFs should follow best practices in monitoring their investments as described

on the previous slide, but SWFs may also go further.

• SWFs have an additional advantage over many smaller investors. They have a large

amount of information as an information clearing house. When coupled with a strong

business development function, such information can become source of additional value

for the SWF portfolio companies - always in a fair, transparent and market-based

manner.

• SWFs typically have a large number of companies in their portfolio. Have investors fully

mapped and explored the synergies across these companies? Have they acted on these

synergies?

• SWFs also have well-developed institutional relationships. Can SWFs use these

relationships to foster the value creation path of portfolio companies?

• Could two or more SWFs develop synergies among their joint portfolios of companies?

13

Page 26: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

Sustainability of private equity investing

• Private equity investors often have the opportunity to influence the direction of portfolio

companies by selecting the Board of Directors and determining company strategy.

• Portfolio companies have a range of stakeholders (customers, suppliers, workers, and

the communities and territories of operation) and an SWF’s impact on these stakeholders

can be particularly sensitive when there are cross-border shareholders.

14

Page 27: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

Sustainability of private equity investing

• Private equity investors often have the opportunity to influence the direction of portfolio

companies by selecting the Board of Directors and determining company strategy.

• Portfolio companies have a range of stakeholders (customers, suppliers, workers, and

the communities and territories of operation) and an SWF’s impact on these stakeholders

can be particularly sensitive when there are cross-border shareholders.

• Even in instances where an investment is successful (with respect to IRR, money

multiple, etc.) reputational and headline risk can threaten the SWF’s future investment

opportunities.

14

Page 28: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

Sustainability of private equity investing

• Private equity investors often have the opportunity to influence the direction of portfolio

companies by selecting the Board of Directors and determining company strategy.

• Portfolio companies have a range of stakeholders (customers, suppliers, workers, and

the communities and territories of operation) and an SWF’s impact on these stakeholders

can be particularly sensitive when there are cross-border shareholders.

• Even in instances where an investment is successful (with respect to IRR, money

multiple, etc.) reputational and headline risk can threaten the SWF’s future investment

opportunities.

• SWFs might benefit from greater communication regarding the impact that their

strategies have on key stakeholders. For example, SWFs can add value by directly and

indirectly paying wages and taxes, and creating jobs in the recipient nation.

• It is important for SWFs to take care to protect their reputation during and after exiting

portfolio companies. For example, a subsequent owner could make poor management

decisions and try to shift blame back towards decisions from the period of SWF

ownership.

14

Page 29: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

Fee structure and total cost of ownership

• Traditional private equity fee structure has evolved from 2% management fees and 20%

carried interest to a more flexible and competitive model where large investors can

secure fee concessions and co-investment opportunities.

• However, the total cost of ownership for a private equity investment program extends

beyond management fees: operational and investment due diligence and ongoing

monitoring can require internal and external staff, data, and other fees. As an additional

cost, having cash on hand for capital calls is expensive in a zero interest rate

environment.

• SWFs are well-positioned to secure fee concessions and/or co-investment opportunities;

however, a private equity program requires substantial resources: well-equipped talent,

infrastructure, data and information systems, and external consulting, legal, and tax

advice.

• SWFs who participate as co-investors or direct investors will require even more expertise,

time, and resources which increases internal costs even if total costs are lower. To the

extent that SWFs can leverage these resources to create “economies of scale,” direct

and co-investment may be attractive options. Of course, this assumes that internally

managed investments perform as well or better than fund investments.

15

Page 30: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

Fee structure and total cost of ownership

• Traditional private equity fee structure has evolved from 2% management fees and 20%

carried interest to a more flexible and competitive model where large investors can

secure fee concessions and co-investment opportunities.

• However, the total cost of ownership for a private equity investment program extends

beyond management fees: operational and investment due diligence and ongoing

monitoring can require internal and external staff, data, and other fees. As an additional

cost, having cash on hand for capital calls is expensive in a zero interest rate

environment.

• SWFs are well-positioned to secure fee concessions and/or co-investment opportunities;

however, a private equity program requires substantial resources: well-equipped talent,

infrastructure, data and information systems, and external consulting, legal, and tax

advice.

• SWFs who participate as co-investors or direct investors will require even more expertise,

time, and resources which increases internal costs even if total costs are lower. To the

extent that SWFs can leverage these resources to create “economies of scale,” direct

and co-investment may be attractive options. Of course, this assumes that internally

managed investments perform as well or better than fund investments.

15

Page 31: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

Fee structure and total cost of ownership

• Traditional private equity fee structure has evolved from 2% management fees and 20%

carried interest to a more flexible and competitive model where large investors can

secure fee concessions and co-investment opportunities.

• However, the total cost of ownership for a private equity investment program extends

beyond management fees: operational and investment due diligence and ongoing

monitoring can require internal and external staff, data, and other fees. As an additional

cost, having cash on hand for capital calls is expensive in a zero interest rate

environment.

• SWFs are well-positioned to secure fee concessions and/or co-investment opportunities;

however, a private equity program requires substantial resources: well-equipped talent,

infrastructure, data and information systems, and external consulting, legal, and tax

advice.

• SWFs who participate as co-investors or direct investors will require even more expertise,

time, and resources which increases internal costs even if total costs are lower. To the

extent that SWFs can leverage these resources to create “economies of scale,” direct

and co-investment may be attractive options. Of course, this assumes that internally

managed investments perform as well or better than fund investments.

15

Page 32: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

Conclusions

• Many SWFs have increased their allocation to private equity as they have sought higher

returns in a low-yield environment.

• SWFs and other large investors have put pressure on traditional fee and investment

structures and have also increased their focus on co-investment and direct investment

opportunities.

• SWFs face common challenges in measuring risk, data and analytics, and investment

and operational due diligence.

• SWFs face unique challenges in managing additional constraints imposed by their

mission, other assets, investment horizon, policy and political constraints, and staffing

resources.

• As long-horizon investors, SWFs are well-positioned to participate in private equity due to

their ability to extract fee concessions, and the potential to foster collaboration across

their portfolio companies (and perhaps across those of other SWFs).

16

Page 33: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

Conclusions

• Many SWFs have increased their allocation to private equity as they have sought higher

returns in a low-yield environment.

• SWFs and other large investors have put pressure on traditional fee and investment

structures and have also increased their focus on co-investment and direct investment

opportunities.

• SWFs face common challenges in measuring risk, data and analytics, and investment

and operational due diligence.

• SWFs face unique challenges in managing additional constraints imposed by their

mission, other assets, investment horizon, policy and political constraints, and staffing

resources.

• As long-horizon investors, SWFs are well-positioned to participate in private equity due to

their ability to extract fee concessions, and the potential to foster collaboration across

their portfolio companies (and perhaps across those of other SWFs).

16

Page 34: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

Conclusions

• Many SWFs have increased their allocation to private equity as they have sought higher

returns in a low-yield environment.

• SWFs and other large investors have put pressure on traditional fee and investment

structures and have also increased their focus on co-investment and direct investment

opportunities.

• SWFs face common challenges in measuring risk, data and analytics, and investment

and operational due diligence.

• SWFs face unique challenges in managing additional constraints imposed by their

mission, other assets, investment horizon, policy and political constraints, and staffing

resources.

• As long-horizon investors, SWFs are well-positioned to participate in private equity due to

their ability to extract fee concessions, and the potential to foster collaboration across

their portfolio companies (and perhaps across those of other SWFs).

16

Page 35: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

Conclusions

• Many SWFs have increased their allocation to private equity as they have sought higher

returns in a low-yield environment.

• SWFs and other large investors have put pressure on traditional fee and investment

structures and have also increased their focus on co-investment and direct investment

opportunities.

• SWFs face common challenges in measuring risk, data and analytics, and investment

and operational due diligence.

• SWFs face unique challenges in managing additional constraints imposed by their

mission, other assets, investment horizon, policy and political constraints, and staffing

resources.

• As long-horizon investors, SWFs are well-positioned to participate in private equity due to

their ability to extract fee concessions, and the potential to foster collaboration across

their portfolio companies (and perhaps across those of other SWFs).

16

Page 36: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

Conclusions

• Many SWFs have increased their allocation to private equity as they have sought higher

returns in a low-yield environment.

• SWFs and other large investors have put pressure on traditional fee and investment

structures and have also increased their focus on co-investment and direct investment

opportunities.

• SWFs face common challenges in measuring risk, data and analytics, and investment

and operational due diligence.

• SWFs face unique challenges in managing additional constraints imposed by their

mission, other assets, investment horizon, policy and political constraints, and staffing

resources.

• As long-horizon investors, SWFs are well-positioned to participate in private equity due to

their ability to extract fee concessions, and the potential to foster collaboration across

their portfolio companies (and perhaps across those of other SWFs).

16

Page 37: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

Conclusions

• Many SWFs have increased their allocation to private equity as they have sought higher

returns in a low-yield environment.

• SWFs and other large investors have put pressure on traditional fee and investment

structures and have also increased their focus on co-investment and direct investment

opportunities.

• SWFs face common challenges in measuring risk, data and analytics, and investment

and operational due diligence.

• SWFs face unique challenges in managing additional constraints imposed by their

mission, other assets, investment horizon, policy and political constraints, and staffing

resources.

• As long-horizon investors, SWFs are well-positioned to participate in private equity due to

their ability to extract fee concessions, and the potential to foster collaboration across

their portfolio companies (and perhaps across those of other SWFs).

16

Page 38: Case Study # 1 Investing in Private Equity1 Case Study # 1 Investing in Private Equity IFSWF Subcommittee II: Investment & Risk Management Presented by: Kuwait Investment Authority

References

• W. Kinlaw, M. Kritzman, and J. Mao, “The Components of Private Equity Performance: Implications for Portfolio

Choice,” forthcoming in the Journal of Alternative Investments

• L. Fang, V. Ivashina, J. Lerner, “The Disintermediation of Financial Markets: Direct Investing in Private Equity,” Journal

of Financial Economics, 116(1), April 2015.

• Y. Hochberg and J. Rauh, “Local Overweighting and Underperformance: Evidence from Limited Partner Private Equity

Investments,” The Review of Financial Studies, 26(2), 403-451, 2013.

• M. Rhodes-Kropf, L. Viceira, J. Dionne, and N. Burbank, “Texas Teachers and the New Texas Way,” Harvard Business

School Case 214-091, April 2014 (Revised June 2014).

• M. Sorensen and R. Jagannathan, “The Public Market Equivalent and Private Equity Performance,” Financial Analysts Journal,

71(4), July/August 2015.

• L. Adamson, “Sovereign Wealth Funds Put the Pressure on Private Equity,” Institutional Investor, September 24, 2013,

accessed July 2015 at http://www.institutionalinvestor.com/Article/3258198/Sovereign-Wealth-Funds-Put-the-Pressure-

on-Private-Equity.html

• G. Elton, B. Halloran, H. MacArthur, and S. Varma, “Sovereign Wealth Funds Could Be Private Equity’s New Best

Friend,” Forbes / Bain Insights, June 19, 2012, accessed July 2015 at

http://www.forbes.com/sites/baininsights/2012/06/19/sovereign-wealth-funds-could-be-private-equitys-new-best-friend/

• “Sovereign Wealth Funds Increase Allocations to Private Equity,” Opalesque, Private Equity Strategies, July 11, 2014,

accessed July 2015 at http://www.opalesque.com/private-equity-strategies/100/sovereign-wealth-funds-increase-

allocations-to-private-equity.html

• State Street Global Exchange Private Equity Index, accessed July 2015 at http://www.ssgx.com/peindex/.

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