private equity fees and expenses - pef services · 8/27/2014 · what is the private funds...
TRANSCRIPT
Operating Under the Microscope: Private Equity Fees and Expenses
August 27, 2014
Panelists:
Anne Anquillare, President, PEF Services LLC Blinn Cirella, CFO, Saw Mill Capital LLC
Julie Corelli, Partner, Pepper Hamilton LLP Nicholas Donato, Editor, Private Funds Management
Moderator:
Mark Heil, EVP, Business Development, PEF Services LLC
What is the Private Funds Management Survey?
• A definitive study in fees and expenses for private
equity funds.
• Need a Survey? Send an e-mail to Janice Schopper
at [email protected] for the link.
Why all the scrutiny around fees now?
• Presence exam initiative
• Increasing institutionalization of the asset class
• Recent media reports
How are fund advisers responding?
• Review of marketing documents and regulatory filings
• More conversations with investors
• Industry working groups are discussing the matter with
SEC officials
So what happens next?
• Still anyone’s guess…
• Possibility of enforcement action
• Best practices continue to evolve
Andrew Bowden Director of the SEC’s Office of Compliance and Inspections “In some instances, investors’ pockets are being picked. These investors may be sophisticated and they may be capable of protecting themselves, but much of what we are uncovering is undetectable by even the most sophisticated investor.”(Source: NYT, May 25, 2014)
“Greed is good.” Gordon Gekko
Fagin from Oliver Twist “You have to pick a pocket or two”
Blackstone Capital and Biomet
• Source :New York Times article
• Sold for $2 million profit
• Earned $30million in monitoring fees
Other SEC Concerns
• Disclosures
• Cost Shifting
Dammed Creek Case Scenario (hypothetical)
Cast of Characters
• Nick Donato- small endowment investor
• Blinn Cirella-large institutional investor
• Julie Corelli-Managing Director of Dammed Creek
• Anne Anquillare-CFO of Dammed Creek
Dammed Creek Case Scenario (hypothetical)
Dammed Creek’s LPA
• Annual meeting
• Waived management fees
• 100% offset
• Organizational expenses up to $500,000
• Operating costs and expenses of the fund
Dammed Creek Case Scenario (hypothetical)
Initial Investigation • Attend an industry association meeting in Dallas
to get to know CEO of BizWiz, LLC • Take CEO out to dinner • Fly back to NY to begin auction process
Fund Management Company Other Conference $1,000 Airfare $1,600 Taxi $60 CEO Dinner $350 Change Fee/Airfare $700
Dammed Creek Case Scenario (hypothetical)
Initial Bid • Received CIM • 5 days to submit preliminary indication of
interest • Dammed Creek submits bid
Expense Fund Management Company Other Airfare $1,400 Legal $13,000 Hotel $4,800
Conference Room Meals
$2,000 (separate expense on law
firm bill)
Dammed Creek Case Scenario (hypothetical)
The Bidding Process • Dammed Creek makes it to the next round in the
auction process
• Deal team engages service providers for background
checks, due diligence, IP analysis, sales and regulatory
risk analysis, and 100 day plan
• Bid is rejected by the selling transaction team
• Dammed Creek resubmits bid – 20% higher
Dammed Creek Case Scenario (hypothetical)
The Bidding Process Expense Allocation
Expense Fund Management Co. Other Legal $22,000
Accounting $14,000 Background Checks $14,000 Legal Due Diligence $15,000 IP Litigation Review $5,000 Market Consultant $16,000
100 Day Plan $10,000 IP Strategy Consultant $3,000 Sales/Regulatory Risk $2,500
Dammed Creek Case Scenario (hypothetical)
Staying in the Game
• Principal takes the CEO, COO, and CFO to Brazil to attend a World Cup Soccer game in the target company’s private jet
Expense Fund Management Co. Other World Cup Trip $10,000
Private Jet $25,000
Dammed Creek Case Scenario (hypothetical)
LOI to Close • Dammed Creek makes it to third round of the auction
process and submits a formal LOI • Exclusive for 20 days • Definitive agreement signed 18 days later
• Dammed Creek is negotiatating financing for the transaction
• Dammed Creek Fund is owner of 85% of BizWiz • Investment banker takes everyone to New Orleans for
the weekend
Dammed Creek Case Scenario (hypothetical)
LOI to Close
Expense Fund Management Company Other IP Consultant $19,500
Sales/Regulatory Risk $14,000 Market Consultant $8,000
Accounting $30,000 Offsite meetings $22,000
Finance Team Legal $75,000 Deal Team Legal $150,000
Accounting $33,000 Investment Banking
Fee $3,000,000
New Orleans Weekend $50,000
Thank You
PEF Services LLC Anne Anquillare
212-203-4681 [email protected] www.pefundservices.com
PEF Services LLC
Mark Heil 212-203-4679
[email protected] www.pefundservices.com
Pepper Hamilton LLP Julie Corelli
215-981-4325 [email protected]
www.pepperlaw.com
Private Funds Management Nicholas Donato
212-937-0385 [email protected]
www.privatefundsmanagement.net
Saw Mill Capital LLC Blinn Cirella
914-741-9089 [email protected]
www.sawmillcapital.com