The carrot and the stick (or just the carrot):
The news that TPG Capital is offering incentives to limited partners to commit to its seventh flagship buyout fund didn’t come as a surprise to many LPs.
The firm
is trying to recover from two struggling funds, which took some devastating
hits from the loss of Washington Mutual and the former TXU, now in bankruptcy
court under the name Energy Future Holdings.
TPG
Capital is a prime example of a firm with a shaky recent track record doing all
it can to attract investors into its latest fund. However, the idea of using
incentives to draw in bigger checks at a quicker pace has become an almost
routine part of marketing these days, according to numerous LP and advisory
sources interviewed by sister publication peHUB.
What was
once a headline-grabbing novelty among mega-funds struggling through a tough
fundraising environment post-financial crisis has become part of the package general
partners bring to the negotiating table.
And while
in 2010 and 2011 GPs needed that extra push to get over the finish line to
their target, today GPs need that extra bit of zip to help differentiate
themselves in what has become the most
crowded private equity fundraising environment of all time.
According
to the PE/VC Partnership Agreements Study 2014-2015, published by Thomson
Reuters, about 14 percent of North American buyout funds offer special
incentives to come into a first close, while the figure is 35 percent for funds
of funds and secondary funds. Nearly one in five (18 percent) North American
buyout funds offer fee breaks for bigger commitments, as do 42 percent of funds
of funds and secondary funds.
“The
market has gotten much more creative about incentives and creating urgency
around (fund) closes,” said Neha Champaneria Markle, portfolio manager with the
private equity fund group at Morgan Stanley Alternative Investment Partners.
“There are a number of things that can catalyze action, whether it’s offering
co-investment, offering preferential treatment in a secondary, (or) offering
certain terms that might be meaningful to a specific investor.”
TPG’s
special offer
TPG
Capital is aiming to raise between $8 billion and $10 billion for its TPG
Partners VII, a big step down from its $19 billion sixth pool that was
generating a 1.39x total value multiple and an 11.9 percent internal rate of
return as of June 30, 2014 for backer Oregon Public Employees Retirement Fund.
To
incentivize LPs to cut big checks and come in early, TPG Capital is offering
management fee discounts based on size and speed of commitments. All investors
in the first close get a 10 percent discount, plus an additional 5 percent off
for commitments of $100 million or more; an additional 10 percent for more
commitments of more than $250 million, and an additional 15 percent for
commitments of more than $400 million, Buyouts
reported in September.
This is
reminiscent of some of the big European shops who, shortly after the world
began emerging from the financial crisis in 2010 and 2011, started offering
early close discounts. Cinven, Permira and BC Partners all tried to incentivize
LPs to get their commitments in early.
First-close
discounts “highlight one of the biggest challenges sponsors have in
fundraising—getting some impetus to getting to that first close. That is often
the hardest part of fundraising,” according to Jordan Murray, a partner at law
firm Debevoise & Plimpton.
“As a
private equity sponsor, you’re trying to get investors off the sidelines, to
give up liquidity and that free look they have on the portfolio. The longer
they wait out there, the more options they have for their money,” Murray said.
Incentives
do get the attention of LPs. One private equity investment officer at a U.S.
public pension said if his team is looking at two GPs they want to commit to,
the one that is offering incentives will get first look.
“If we don’t have the right amount of incentives, we’ll hang
around the hoop and when time permits, (start working on the fund); if there is
an incentive, we might reallocate resources if we’re properly incentivized,”
the LP said.
- PE HUB
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