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Item 8a - Attachment 1, Page 1 of 29
Private Equity
Annual Program Review
Réal Desrochers Managing Investment Director
Sarah Corr, Christine Gogan & Mahboob Hossain
Investment Directors November 14, 2016
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Item 8a - Attachment 1, Page 2 of 29
Private Equity Annual Program Review
Program Performance Review
1-YR 3-YR 5-YR 10-YR 20-YRAs of June 30, 2016* Net Return Net Return Net Return Net Return Net Return PRIVATE EQUITY 1.7% 10.0% 9.7% 10.2% 11.4%
PE POLICY BENCHMARK (0.8)% 10.8% 10.6% 12.7% 10.1% Excess Return 2.5% (0.8)% (0.9)% (2.6)% 1.4%
Current ALM Return Expectation 9.3% 9.3% 9.3% 9.3% 9.3% Excess Return (7.6)% 0.7% 0.4% 0.9% 2.1%
CalPERS GE Policy Benchmark (4.0)% 6.5% 5.9% 5.0% 6.5% Excess Return 5.7% 3.5% 3.8% 5.2% 4.9%
*Source: My State Street Monthly CIO Report & 2013 ALM Workshop
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Item 8a - Attachment 1, Page 3 of 29
Private Equity Annual Program Review
Program Characteristics
Investment Type
Net Asset Value (NAV)
As of 6/30/16
% of NAV As of
6/30/16
Net Asset Value (NAV)
As of 6/30/12
% of NAV As of
6/30/12
Funds $17.7 67% $27.2 80%
Fund-of-Funds $3.8 15% $4.0 12%
Co-Investments/ Direct Investments $1.8 7% $1.8 5%
Separate Accounts $2.9 11% $1.1 3%
TOTAL $26.4* $34.3**
*Includes currency and distributed securities in the amount of $193mm ** Includes currency and distributed securities in the amount of $181mm ***Based on Market Value as of March 31, 2016 Source: State Street; Private Equity Accounting and Reporting Solution (PEARS)
By G
eogr
aphy
***
By In
dustr
y***
Energy 8% Industrials
11%
Consumer Related
23% Health Care
12%
Financials 17%
Information Technology
15%
Other 14%
Emerging Markets
13%
Europe 22% United
States 61%
Other 4%
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Item 8a - Attachment 1, Page 4 of 29
Private Equity Annual Program Review
• Private Equity Accounting and Reporting Solution (PEARS) went live • Secondary transaction • Transparency – Institutional Limited Partners Association (ILPA) Template • Committed to separate accounts with improved economics
2015-16 Accomplishments
• Allocate up to $4 Billion • Review Private Equity’s benchmark • Continue to reduce complexity • Examine Business Model • Further PEARS integration
2016-17 Objectives
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Item 8a - Attachment 1, Page 5 of 29
Private Equity Annual Program Review
Program Expenses
a All BPS fees paid figures are calculated on Total Program AUM b Some totals may not reconcile due to rounding c Does not include Management Fees paid by the underlying Funds in the Fund of Fund. These fees totaled approximately $46 million d In addition to Management Fees, Partnership Expenses were included in this figure (Legal fees, Audit fees, etc.). Partnership Expenses in FY 2015-16 total approximately $75 million
FY 2015-16 FY 2014-15
AUM ($billions)
Fees Paid ($millions)
Fees Paida
(BPS) AUM ($billions) Fees Paid ($millions)
Fees Paida (BPS)
Internal Management $ $ 9.3 4 $ $ 8.2 3
External Management (net) $ 26.4 $206.5c 78 $ 29.0 $ 414.1d 143
Consultants Expense N/A $ 1.3 0 N/A $ 2.0 1
Technology & Operating Expense N/A $ 11.3 4 N/A $ 7.4 3
Total Programb $ 26.4 $228.4 86 $ 29.0 $ 431.7 149
FY 2015-16 Profit Sharing ($millions) Profit Sharing Distributed $539.0
FY 2015-16 CalPERS Realized Gain ($millions) CalPERS Realized Gain $3,258.8
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Item 8a - Attachment 1, Page 6 of 29
Private Equity Annual Program Review
Appendix
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Item 8a - Attachment 1, Page 7 of 29
Private Equity Annual Program Review
Pages 1 2 3 4 5 6 7 8 9 102-5234 5
Review Outline 78910 11
Program Characteristics 121314
15-1718
19-20Portfolio Key Risks 21
222324
Strategic Initiatives & Projects Update 25-26Fee & Profit Sharing Transparency 27Sustainable Investment Practices 28
29
IV. Business ReviewFunctional Organizational Chart Staffing Overview
Conclusion
Program Performance Review
Market EnvironmentIII. Portfolio Positioning
Investment Beliefs MapSection
Program Expenses
Executive SummaryProgram Performance ReviewProgram CharacteristicsAccomplishments & Objectives
Policy Benchmark
Investment ProcessII. Market Environment
I. Program OveriewProgram RoleProgram Investment Philosophy
Review Outline
Liabilities 1
Stakeholders 3
Long-Term Horizon 2
Accountability 5
Three Forms of Capital 4
Strategic Allocation 6 Risk Reward 7 Costs Matter 8 Multi-faceted Risk 9
10 Resources/Process
↑
↑
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Item 8a - Attachment 1, Page 8 of 29
Private Equity Annual Program Review
I. Program Overview
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Item 8a - Attachment 1, Page 9 of 29
Private Equity Annual Program Review
Private Equity: Program Role • Primary Role
− Private Equity allocations are a means of enhancing equity returns through a value-added approach to investment management of a diverse set of portfolio companies and to capture the illiquidity premium. The major driver for returns is appreciation, with negligible cash yield.
− ALM Workshop 2013
• Driver of total performance – Price appreciation
• Risks – Growth risks – Illiquid – Leverage – Unfunded commitments
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Item 8a - Attachment 1, Page 10 of 29
Private Equity Annual Program Review
Program Investment Philosophy • Long-term investor
• Manager selection and alignment of interest are important to PE’s success
• Over-diversification negatively impacts performance
• Costs matter
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Item 8a - Attachment 1, Page 11 of 29
Private Equity Annual Program Review
Current Policy Benchmark
2/3 FTSE US + 1/3 FTSE ROW* + 300bps
*(2/3 FTSE U.S. Total Market Index + 1/3 FTSE All World ex-U.S. Total Market Index) + 300 bps lagged by one quarter.
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Item 8a - Attachment 1, Page 12 of 29
Private Equity Annual Program Review
Program Characteristics
*Based on NAV as of June 30, 2016; $s in billions; Includes currency and distributed securities in the amount of $193mm Source: State Street
57%
17%
11%
10% 5%
Strategy Net Asset Value* Current* Target
Buyouts $15.1 57% 60%
Growth/Expansion $4.4 17% 15%
Credit Related $2.8 11% 15%
Opportunistic $2.6 10% 10%
Venture Capital $1.3 5% <1%
Total $26.4 100% 100%
$26.4b Current
Net Asset Value*
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Item 8a - Attachment 1, Page 13 of 29
Private Equity Annual Program Review
Investment Process Investment Review Committee (IRC) • Purpose: Consistent review of
investments and portfolio • Timing: Weekly • Participants:
− 1 Managing Investment Director (MID); 3 Investment Directors (IDs) (PE)
− 1 MID (Real Assets) − 1 ID (Global Fixed Income) − 1 Investment Manager (IM)
(Asset Allocation) − 1 IM (ICOR) − Board Consultant
• Portfolio diversification • Purchase price
multiple • Market Overview
• Capital Allocation and pacing
• Benchmark • Risk analysis • Performance
attribution
Risk, Research, Analytics & Performance:
• Communication with other LPs
• Review of quarterly financials
Portfolio Construction • Pacing Analysis • Forward Calendar • House View • Sourcing • Screening • Due Diligence • Portfolio Rebalancing
IRC
Annual capital allocation and pacing recommendation, Market Overview, and House View
Due diligence and approval of new investments
Monitor existing portfolio and develop portfolio insight
Investment Underwriting:
• Sourcing • Due Diligence • Investment
Recommendations • Legal Negotiations
Investment Management: • Quarterly Monitoring Report • Company level performance • Capital Calls
• Manager, market & co. level updates
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Item 8a - Attachment 1, Page 14 of 29
Private Equity Annual Program Review
II. Market Environment
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Item 8a - Attachment 1, Page 15 of 29
Private Equity Annual Program Review
Source: Preqin * Includes the following strategies: Buyout, Growth, Distressed/Mezzanine and Venture
Market Environment - Fundraising
• Strong fundraising market and record levels of dry powder ($954 billion*) creating competitive environment for purchasing assets
• Fundraising for Buyout strategy accounted for nearly half of overall fundraising in 1H 2016
$169
$280
$424
$503 $514
$262 $226
$288 $311
$408 $426 $447
$217
$0
$100
$200
$300
$400
$500
$600
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 1H 2016
(US $ in Billions) Fundraising by Geography
US Europe Rest of World
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Item 8a - Attachment 1, Page 16 of 29
Private Equity Annual Program Review
Source: Preqin
Market Environment – Valuations
• High market prices continue to make it challenging to find attractively valued assets • Average debt multiples in the U.S. declined from 5.8x/EBITDA in 2014 to 5.3x/EBITDA in 1H 2016
7.3x 8.4x 8.4x
9.7x 9.1x
7.7x 8.5x 8.8x 8.7x 8.8x
9.7x 10.3x 10.1x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
EV/EBITDA U.S. LBO Purchase Price Multiples
Debt/EBITDA Equity/EBITDA
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Item 8a - Attachment 1, Page 17 of 29
Private Equity Annual Program Review
Source: Preqin
Market Environment – Exits & Liquidity
• Exit markets have been extremely robust over the last few years but slowing down in 1H 2016 amidst decrease in M&A and IPO activity
$82
$189 $202
$308
$133 $97
$266
$347 $324 $338
$470 $426
$159
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 1H 2016
(US $ in Billions) Global PE Exits
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Item 8a - Attachment 1, Page 18 of 29
Private Equity Annual Program Review
III. Portfolio Positioning
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Item 8a - Attachment 1, Page 19 of 29
Private Equity Annual Program Review
Commitments and Unfunded
As of June 30, 2016 Source: Private Equity Accounting and Reporting Solution (PEARS)
$8.5
$11.9
$9.6
$0.9 $0.7 $1.9 $2.4
$3.8 $4.2 $3.0 $3.3
$13.7
$20.3 $22.0
$19.9
$15.5
$12.7
$10.2 $11.0
$13.1 $14.2 $13.7
$0.0
$5.0
$10.0
$15.0
$20.0
$25.0
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
Billio
ns
Commitment by Vintage Year Cumulative Unfunded
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Item 8a - Attachment 1, Page 20 of 29
Private Equity Annual Program Review
Cash Flow by Fiscal Year
As of June 30, 2016 Source: Private Equity Accounting and Reporting Solution (PEARS)
-$3.9 -$6.1
-$11.7
-$6.4 -$5.2 -$5.8 -$5.6
-$4.1 -$3.6 -$3.9 -$3.5
$3.7 $5.0 $5.5
$1.8 $3.5
$8.7 $6.2
$11.0 $9.2 $9.0
$6.6
-$14.0
-$10.0
-$6.0
-$2.0
$2.0
$6.0
$10.0
$14.0
FY2005/2006
FY2006/2007
FY2007/2008
FY2008/2009
FY2009/2010
FY2010/2011
FY2011/2012
FY2012/2013
FY2013/2014
FY2014/2015
FY2015/2016
Billio
ns
Contributions Distributions Net Cash Flow
• PE provided net cash flow of $24.2 billion since FY 2010/2011
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Item 8a - Attachment 1, Page 21 of 29
Private Equity Annual Program Review
PE Portfolio Key Risks
• Vintage year concentration: – 53.3% of the NAV is concentrated in Vintage Years 2006 – 2008
• Transparency: – Slow adoption by other industry participants of the ILPA Fee
Reporting Template
• Fund of Funds: – In general, are a low returning asset, and are very slow to
return cash
As of June 30, 2016
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Item 8a - Attachment 1, Page 22 of 29
Private Equity Annual Program Review
IV. Business Review
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Item 8a - Attachment 1, Page 23 of 29
Private Equity Annual Program Review
Investment
Management
MID
Risk, Research,
Analytics & Performance
Investment
Underwriting
Administration
Functional Organizational Chart
CalPERS Private Equity Program
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Item 8a - Attachment 1, Page 24 of 29
Private Equity Annual Program Review
Staffing Overview
• 50 total positions within Private Equity TOTAL PROGRAM
• Hired 8 investment and administrative staff • Promoted 5 Private Equity professionals STAFFING UPDATES
• 1 Associate Investment Manager • 4 Investment Officers CURRENT VACANCIES
As of June 30, 2016
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Item 8a - Attachment 1, Page 25 of 29
Private Equity Annual Program Review
Private Equity Vision 2020
PE Portfolio
Strategic Portfolio: Funds, Separate Accounts, Compounding
Capital, Co-Investments
• Since inception Net IRR: 15.9%
Actively Managed Legacy Portfolio
• Since inception Net IRR: 8.7%
Reduce complexity by concentrating the portfolio Focus on cost effective structures with better alignment Organize the portfolio into two categories:
As of June 30, 2016 Source: Private Equity Accounting and Reporting Solution (PEARS)
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Item 8a - Attachment 1, Page 26 of 29
Private Equity Annual Program Review
PE Projects Update
Project Objectives Accomplishments & Upcoming Activities
Transparency Support industry-wide transparency initiatives through ILPA and other industry participants
Supported ILPA on Fee Transparency Initiative
PEARS
Implement a new service and technology solution to manage and account for private equity portfolio data and activity while increasing PE data transparency
• Monitoring and performance report automation
• On-going implementation
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Item 8a - Attachment 1, Page 27 of 29
Private Equity Annual Program Review
PE Fee & Profit Sharing Transparency Objective • Industry adoption of the Institutional Limited Partners Association (ILPA) framework for transparency of fees and profit
sharing Key Performance Indicators • Ensure 100% of CalPERS strategic private equity partnerships complete the ILPA fee reporting template and provide
profit sharing information within 5 years
63% 71% 73% 74%
43%
53% 50% 51%
Q3 2015 Q4 2015 Q1 2016 Q2 2016
Quarterly ILPA Fees Templates % of Strategic Funds Submitted % of Other Funds Submitted
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Item 8a - Attachment 1, Page 28 of 29
Private Equity Annual Program Review
Summary of PE Sustainable Investment Practices
Screening • Manager Assessment Tool (MAT)
Diligence
• Due diligence questions and discussions with General Partner • ESG Section of Final Diligence Report (circulated to IRC members, PE Staff, CIO, COIO) • Discuss ESG issues identified at Investment Review Committee, as appropriate
Contracting
• Standard contract language across asset classes which has been incorporated into standard side letter: • Managers have, or will commit to have, an investment process which incorporates ESG factors • Managers will incorporate relevant ESG factors and Sustainable Investment activities into reporting
Monitoring
• Document ESG-related issues in periodic meeting notes prepared for review at IRC • For top 10 managers, inquire about ESG at annual LPAC meeting
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Item 8a - Attachment 1, Page 29 of 29
Private Equity Annual Program Review
Conclusion • Private Equity (PE) has met the return expectation of the Asset
Liability Management (ALM) Assumptions over the 3, 5, 10 and 20 year horizon
• PE is progressing with significant restructuring and portfolio rebalancing
• PEARS has been operational for a year and functionality continues to be built out
• Environmental, Social, and Governance (ESG) considerations integrated in the investment and monitoring process
• Overall, PE is progressing, reducing costs and complexity