“I don’t think we bring anything to the table apart from cash,” said the alternatives head of a US multifamily office, accosted by a PEI reporter at the Super Return conference in Berlin. It’s a sentiment shared by many LPs that don’t have the resources to enter deals at pre-close. But there are ways to be heard.
A number of LPs with co-investment programmes spoke of the value of being able to offer a “quick no” to opportunities. To get to that point requires a firm idea of the type of deals you want to do and a realistic sense of what you’re capable of, says Andrea Auerbach, global head of private investments at Cambridge Associates, an advisor to institutional investors. If you’re new to the strategy and still working out your processes, be upfront about it.
In a market where every LP wants a piece, it is important to be vocal. The head of alternatives, whose family office has around $3.5 billion in assets under management, keeps a list of companies to which he wants extra exposure and regularly reminds his GPs of the fact. If an opportunity to co-invest arises, his organisation will hopefully be on the shortlist.
Even the largest LPs must jockey for positions. Teacher Retirement System of Texas has a co-investment portfolio worth $5 billion spanning more than 20 managers, around 25 percent of its private equity portfolio. For director of private equity Neil Randall, being a good partner comes down to three questions: “Do we have the organisational processes to make a good decision? Are we able to move quickly? Are we transparent and predictable to work with?”
Patience and flexibility are also required, adds a director in the pension’s private equity co-investment programme, Tamara Polewik. Due diligence and underwriting can be a messy process and the deal is unlikely to look perfect on Day 1. “You can get into [GPs] heads and understand how they are drinking from a firehose as the deal progresses,” she says.
The balance of power is so clearly in favour of the GP that some strain is inevitable. It is tempting for investors in the syndicate to do their own research on co-investment opportunities or try to critique the GP’s diligence. This can rub managers up the wrong way.
“They are the ones doing the work and taking the risk, so you have to trust their diligence,” is the common refrain. The power imbalance has also led GPs to offer less favourable terms, with some form of management fee and carry becoming common. According to a survey of fees and expenses by sister publication pfm, 40 percent of funds in 2018 expected co-investors to bear a proportion of broken-deal costs, compared with 31 percent in 2016.
One PE head at a Nordic LP quotes another bugbear: GPs packaging co-investments into an overflow vehicle and charging a fee to invest in it, even to existing fund investors. His organisation is in the process of bundling together 15-20 co-investments and giving smaller LPs the opportunity to invest. The vehicle will charge carry but no fees. While the sheer demand for co-investments suggests power won’t shift back to the LPs soon, this could be the start of the fightback.