By Antonella Puca, CFA, CIPM, CPA
Leverage is pervasive in today’s private equity markets. Portfolio companies generate it directly through guarantees and debt serviced, while private equity funds generate it through subscription lines of credit guaranteed by the investors’ capital commitments.
To obtain debt financing, a portfolio company must demonstrate that it has a well-developed business and can service its debt obligations — qualities that make it a potential target for leveraged buyout funds.
With portfolio companies in their earlier stages, the source of any cash distribution is an important consideration for investors: Is the distribution a true “dividend” or a return of capital? How is the company generating cash for the distribution? Did it take on additional debt from related parties during the period of the distribution? Could the company have made the distribution without adding leverage?
Leverage at the portfolio company level can result from guarantees embedded in complex layers within the company’s structure that separate the fund from the operating entity. As part of the due diligence process, investors should inquire about these guarantees as well as other potential transactions among the fund, management (including any affiliates), and the operating companies that may reveal additional risks. Recently, funds have applied more leverage by entering into subscription lines of credit for periods that may extend well beyond those of a typical bridge loan.
Distinguishing between returns achieved through leverage and the manager’s ability to add value by, say, selecting superior investments and improving operations is critical to evaluating private equity fund performance. Reported performance figures are essential to comparing managers with similar strategies but different risk and return profiles based on how they apply leverage.
Of course, calculating private equity fund performance is complicated by the irregular nature of a fund’s cash flows and the illiquidity of its investments. An important performance metric is total value to paid in (TVPI), or the ratio of the amount distributed to the investors plus the net asset value of the fund at the measurement date to the amount of invested capital. TVPI can be calculated for a single investment or for the total fund. A TVPI greater than 1 means the fund’s value and distributions exceed invested capital and that the fund is thus in a gain position. A TVPI below 1 indicates the fund has lost capital for its investors overall.
A critical question is how much actual value the fund has generated for its investors. This includes the unrealized component, or the fair value of the investments in the fund’s portfolio as of the measurement date. A shortcoming of TVPI is that it does not account for the timing of cash flows. For instance, a TVPI of 1.3 indicates that, based on the current investment valuation, the fund has generated 30 cents for every dollar invested, including the total of the cash contributions from the investors since the inception of the fund. However, this ratio does not indicate when the cash contributions took place, how long the fund took to generate the 30-cent return, or what the fund’s rate of return is on an annualized basis.
In private equity, fund managers usually have effective control of not only the selection of investments but also, through the mechanism of capital calls, the timing of investor cash: Managing cash flows is a key component of performance in these funds that is not captured by TVPI. To address this limitation, private equity funds also report the fund’s internal rate of return (IRR), a money-weighted return metric calculated from the inception of the fund through the measurement date, which is usually measured on an annualized basis.
The graphic below models IRR during the life cycle of a global benchmark of buyout and growth equity funds that began in 2002.
Benchmark Internal Rate of Return (IRR): Global Buyout and Growth Equity
Source: Cambridge Associates
In a so-called J-curve effect, the IRR declines at first but turns positive towards the end of the second year. “Typically, the IRR of private equity funds stabilizes in its return quartile six to eight years into the life of the fund, when the fund’s risk/return profile also becomes stable,” says Richard Carson, senior director of private equity at Cambridge Associates. “In the first six to eight years, a fund may go through a variety of return quartiles. It is only towards the seventh year that the IRR stabilizes towards its final limit. Concerning target returns, the vast majority of private equity fund managers target a net annualized IRR of 15% or more. The target IRR for many managers is significantly higher than the net median IRR of the benchmark that we use at Cambridge Associate, but, based on my experience, it reflects the target of funds that strive to enter in the top quartile relative of the private equity peer group.”
One reason for the growth of a secondary market for private equity funds is because it makes funds investable in their later stages, when the IRR may be in positive territory. This helps avoid the J-curve effect and could deliver investors a more favorable return profile.
Subscription lines of credit can influence a fund’s IRR profile as well. In this type of leverage, one or more lenders provide a fund with revolving credit facility. It is collateralized by a pledge of the right to call and receive capital contributions from the fund’s investors. Subscription lines of credit have traditionally been used in private equity funds as a form of short-term bridge financing to facilitate payments of expenses or investments and make the capital call process more efficient. In recent years, subscription lines of credit have evolved beyond this function and now can help manage the fund’s cash, with repayment terms often extending well in excess of 90 days.
As Anne Anquillare, president and CEO of PEF Services, notes:
“It is important to distinguish a subscription line of credit that is used to finance investments over a longer period of time versus the typical ‘bridge loan,’ which have strict limits in the use of advances (partnership expenses and for short-term deal financing). Typical terms that distinguish short-term loans is that the principal is generally payable within 120 days, it cannot be repaid with new advances and loans cannot be used for distributions. These lines have an operational nature and do not generally affect the risk profile of the fund in a significant way. They are very different from a longer-term subscription line of credit, which may indeed have a significant impact on a fund’s IRR and risk characteristics.”
In some cases, subscription lines of credit manipulate the mechanics of the IRR calculation, improving the fund’s stated IRR. This helps achieve the preferred return threshold required for the carried interest to kick in as additional GP compensation.
So how can a subscription line of credit affect a fund’s IRR?1
The Effect of a Subscription Line of Credit on IRR and TVPI
Source: Based on “Subscription Lines of Credit and Alignment of Interest,” Institutional Limited Partners Association (ILPA)
The first column in the chart above shows IRR when the fund has no line of credit. The manager calls $100 in cash from investors the first year, pays annual management fees of 2% over six years, and realizes a gross value of $162 at the end of the sixth year. This results in an annualized IRR of 6.62% over the period. TVPI in this case is 1.45, calculated as the realized value of $162 divided by $112, or the sum of the limited partnership disbursements. The second column demonstrates how a one-year line of credit at an interest rate of 4% per annum affects IRR. The leverage improves IRR since now the limited partners (LPs) have to disburse only $100 in cash, but TVPI is actually lower because of the interest expense. Similarly, in the third column, the IRR increases again, while the TVPI falls.
So subscription lines of credit can improve a fund’s cash flow profile by avoiding the J-curve effect. Longer-term subscription lines of credit also enable comparisons between managers that use them and those that do not.
In addition to the actual return, inclusive of the effect of the line as incurred by the fund (“with” the line of credit), many investors, particularly on the institutional side, now often ask for adjusted returns (“without” the line of credit) that treat the cash as if it came through a capital call rather than credit facility. In some cases, investors have gone further and requested fund managers provide a full download of the cash flows with which they calculate IRR. From this data, investors can then recalculate the IRR based on their own assumptions.
So what’s the takeaway from all of this?
“To evaluate the performance of private equity funds,” Carson says, “it is critical for an investor to consider multiple metrics, including IRR, [public market equivalent] PME benchmarks, and multiples of invested capital like the TVPI. These metrics provide different perspectives on the manager’s ability to generate performance, and it is important to be able to consider all of them to truly understand the strategy and the results of the fund.”
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