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Special Report
Private Equity: An Industry Overview
Ratings Overview
Long-Term IDR
Since mid-August 2009, Fitch Ratings has assigned initial long-term issuer default
Apollo Global Management LLC NR ratings (IDRs) to The Blackstone Group, L.P. (Blackstone), Oaktree Capital Management
The Blackstone Group L.P. A+ L.P. (Oaktree), Fortress Investment Group LLC (Fortress), and KKR & Co. L.P. (KKR).
The Carlyle Group NR
Fortress Investment Group LLC BBB
Blackstone, Oaktree, and KKR have since accessed the public debt markets with term
KKR & Co. L.P. A deals to supplement bank credit facilities and better match funding duration with the
Oaktree Capital Management L.P. A use of debt proceeds, which is typically co-investments in fund vehicles that can last
12 years or more (although it is not normally that long). Fitch believes public issuance
Rating Outlook from the private equity (PE) sector may increase over time as other firms seek to
Apollo Global Management LLC NR deploy similar strategies, given positive market receptivity to the recent bond deals.
The Blackstone Group L.P. Stable
The Carlyle Group NR
Fortress Investment Group LLC Stable Many firms have also sought public stock listings in the last several years. While majority
KKR & Co. L.P. Stable ownership has remained with principals and employees, the public float has provided a
Oaktree Capital Management L.P. Stable
permanent base of capital that can be co-invested in funds and recycled into follow-on
NR Not rated. funds as distributions allow. Blackstone, Fortress, and KKR are currently listed on the
NYSE and Apollo Global Management LLC (Apollo) filed an S1 in March 2010 with the
Analysts expectation to sell a portion of its class A shares to public investors. Fitch believes that
those firms that are already public are well prepared to meet the requirements of a
Meghan (Crowe) Neenan, CFA
+1 212 908-9121 heightened regulatory environment, as they are registered investment advisors,
meghan.neenan@fitchratings.com voluntarily regulated by the SEC, and meet all the listing requirements of the NYSE,
which generally provides comparatively high levels of transparency.
Leslie Bright
+1 212 908-0622
leslie.bright@fitchratings.com
Types of Funds that Active LPs are Seeking to Invest in During 2010/2011
Joseph Scott
(%)
+1 212 908-0624
joseph.scott@fitchratings.com Small to Mid-Market Buyout
Distressed Private Equity
Sharon Haas, CFA Fund of Funds
+1 212 908-0362 Large to Mega Buyout
sharon.haas@fitchratings.com Secondaries Funds
Venture
Related Research Other
Mezzanine
Global Financial Institutions Cleantech
Rating Criteria, Aug. 16, 2010
0 10 20 30 40 50 60 70
Investment Manager and Alternative
Funds Criteria, Dec. 30, 2009 Proportion of Respondents
Source: Preqin
The PE industry has not been immune to the affects of the struggling economy as 2009
results demonstrated. Fund returns were hurt by negative valuation movements and fee
earnings declined with less transaction activity. Still, results to date in 2010 have been
favorable and opportunities abound in the current environment, particularly given
reductions in bank lending. Many alternative asset managers have expanded into new
products, like PE-style credit funds to take advantage of lending gaps in the small and
middle market space and distressed credit opportunities. According to a survey by
Preqin, an independent research firm focused on alternative assets, limited partners
(LPs) are looking to invest in small to mid-market buyout funds in 2010 and 2011 to a
much greater degree than the traditional large to mega buyout fund.
Industry Overview
The PE industry has experienced many challenges since late 2008 as declines in bank
financing, disruptions in the capital markets, and a struggling economy yielded sizable
fund valuation hits and reductions in deal activity. In 2009, PE fund managers focused
largely on existing portfolio holdings; arranging deleveraging plans, completing debt
buybacks, and working with lenders to obtain covenant waivers and debt
refinancing/extensions. For example, at a September 2010 investor day, Blackstone
stated that in 2009 and year-to-date 2010, $52.8bn of portfolio company debt was
eliminated, refinanced, or extended. Additionally, as of Dec. 31, 2009, Apollo’s Fund VI
and its underlying portfolio companies had purchased or retired approximately $17.2bn
in face value of debt.
However, as 2009 came to a close, valuation trends began to improve, with increased
capital markets activity, and fund transactions gained momentum. The industry has
significant investment capital to put to work and fundraising in 2010 has been relatively
slow, but Fitch believes favorable trends are emerging in the space. The following
sections will provide a high level overview of PE deal activity, the fundraising
environment, and fund returns/valuation.
Deal Activity
Activity in the PE buyout space dropped dramatically across the globe in 4Q08 in the
midst of the Lehman bankruptcy and the capital markets crisis, with the number of
buyout deals falling 32.8% from the prior quarter and the aggregate deal value declining
to $16.7bn from $45.1bn in 3Q08, according to Preqin. Global activity remained sluggish
throughout most of 2009, with total PE capital called amounting to $180bn, compared
to $400bn in 2008 and a peak of $465bn in 2007. Capital distributed to LPs dropped
49.2% year over year in 2009, to $60bn, as weaker portfolio valuations yielded fewer
attractive exit opportunities.
As the market began to thaw in late 2009, Preqin reported that buyout activity
rebounded to precrisis levels with 382 deals valued at $40.4bn in 4Q09. After a dip in
1Q10, deal volume improved to $43.3bn in 2Q10, with activity including the $3.9bn
buyout of Extended Stay Hotels by Blackstone, Centerbridge Capital Partners, and
Paulson & Co. and the $3.4bn public-to-private transaction involving Interactive Data
Corporation by Silver Lake and Warburg Pincus.
Source: Prequin Research Report: 'Q2 2010 Private Equity Global Buyout Deals Update.
Fitch believes activity should remain relatively steady over the balance of 2010, as PE
firms continue to have substantial dry powder, or uncalled capital, to put to work. At
June 30, 2010, for example, Blackstone had approximately $15.6bn of PE capital
available to invest, including its most recent buyout fund, BCP VI, while KKR had
approximately $11.9bn of uncalled capital in its private markets business. Apollo had
$13bn of uncalled PE capital at YE09.
Fundraising Environment
According to Thomson Financial, U.S. LBO and mezzanine fundraising fell precipitously
in 2009; dropping to $113bn from $365bn the prior year and a peak of $369bn in 2007.
According to Preqin, global PE fundraising has remained relatively weak in 2010, with
$41bn of aggregate capital raised in 2Q10, the lowest amount since 4Q03, and the
average time it takes for funds to achieve a final close has more than doubled over the
past six years, rising to 19.8 months in 2010 compared to 9.5 months in 2004.
Still, Preqin reports that in a survey of LPs, 76% plan to maintain their allocation to PE
over the next 12 months and 19% plan to increase their allocation. Longer term, 62% of
LPs surveyed plan to maintain their allocation to PE and 36% plan to increase their
allocation. Fitch believes the tougher fundraising environment at present reflects
declines in fund distributions to LPs in the last couple of years and the significant
amount of dry powder still available for managers to invest. While the longer term
survey results from Preqin are favorable, the ultimate level of LP commitments will be
dependent upon investment and realization activity over time. Still, PE funds may also
benefit from corporate and municipal entities that may be forced to reallocate pension
Fund Returns/Valuation
Capital moving into the PE space has increased over time because fund returns have
generally outperformed equity benchmarks on a risk-adjusted basis. However, more
recently, PE fund performance has suffered from severe valuation declines given
reductions in market valuation inputs and weaker underlying portfolio company
performance due to the tough economy. Preqin has created performance benchmarks
for buyout funds based on size, calculated using data from its database which has net
returns to LPs for 1,210 buyout partnerships. Internal rates of return (IRR) for mega
buyout funds with vintages 20002003 are between 20% and 35%, median IRRs for 2004
and 2005 vintages are 6.9% and 9.7%, respectively, and IRRs of 2006 and 2007 vintages
are negative. However, many of these later vintage funds remain in their investment
period and management has significant discretion over the timing of fund exits. While
the ultimate performance of more recent funds may not reach historical standards,
valuation trends have been improving since late 2009.
Note: U.S. private equity pooled mean net IRR to limited partners by vintage year as of March 31, 2010.
Source: Global Insight, Cambridge Associates LLC, and Bureau of Economic Analysis.
Additionally, data from Global Insight and Cambridge Associates LLC show that some of the
best performing PE vintage returns were made at or near the bottom of the cycle. PE
investments made in 1991, for example, generated a mean net IRR of 31% while
investments made in 2001 generated returns of 29%. PE fund managers are certainly hoping
this phenomenon is repeated in the current cycle, particularly with so much dry powder to
put to work. Real GDP annual growth was 0% in 2008 and negative 2.6% in 2009, according
to the Bureau of Economic Analysis, compared to negative 0.2% in 1991 and 1.1% in 2001.
According to Apollo’s March 2010 SEC filing, its most successful PE funds, in terms of
net IRR, were initiated during economic downturns. Funds I, II, and MIA generated a
combined net IRR of 37% on a compound annual basis from inception through the
disposition of their final investment in September 2004 and were initiated during the
downturn of 19901993. The firm’s Fund V has generated a net IRR of 46% from
inception through YE09 and was initiated during the downturn of 2001 through late
2003. Apollo’s latest fund, Fund VII, closed in December 2008 with $14.7bn of capital
and began investing in January 2008, near the beginning of the current downturn.
While certain trends are signaling the potential for improved returns, declines in fund
performance over the past couple of years, relative to historical standards, has given
LPs additional negotiating power. According to Preqin, mean management fees have
Mean Management Fees for Selected Fund Types — 2007 vs. 2010
2007 2010
2.5
2.0
1.5
1.0
Buyout Funds Real Estate Funds (≥ $1bn) Venture Funds Distressed PE
($500m-$999m) ($100m-$249m) Funds (≥ $1bn)
Source: Preqin.
A quick note on valuation: for GAAP reporting purposes, the majority of fund holdings
are considered Level III investments, meaning that pricing inputs are unobservable as
there is little or no market activity for the asset. Therefore, interim results for
unrealized fund holdings are based largely on valuation models which require a
significant amount of management judgment. However, some asset managers engage
independent valuation firms to provide opinions on the reasonability of quarterly
valuations, which Fitch views positively. Short-term movements in valuation are not
necessarily indicative of the underlying investment value, but they do allow for the
analysis of relative performance. Fitch gains comfort with a PE manager’s valuation
process over time as realized exit proceeds are compared to prior quarter valuations.
Legal Structure
When reviewing a PE firm’s legal entity structure, Fitch seeks to understand the flow of
fees and incentive payments from the funds to determine the level of income available
9.7% 22.3%
68.0%
32.0%
Blackstone, for example, has Blackstone Holdings I, II, III, and IV, which consolidate the
fees and incentive income of the underlying funds, after LP distributions. The entities
are then joint and several guarantors of debt issued by Blackstone Holdings Finance Co.
LLC. Fitch rates other alternative asset managers with similar structures.
Reputational Risk
Fitch believes a fund manager’s reputation is paramount regarding its ability to
successfully attract and retain investors and new investment opportunities. Historical
performance is a key driver in maintaining a firm’s reputation and its ability to
generate new funds while existing funds are in process, which provides for a laddering
of funds throughout the business, mitigating the risk of an interruption in management
fees or one fund’s poor performance unduly hampering the entire business.
Key people at the firm can also have a meaningful impact on a manager’s reputation.
The departure of a key individual or a corporate scandal can damage a firm’s profile
and impair its ability to raise future funds or deploy current capital. An asset manager’s
employees are its most valuable asset and the hiring or departure of personnel must be
managed carefully.
Additionally, Fitch believes it is imperative for PE firms to maintain good relationships
with banks, securities firms, CEOs, and industry players to generate continuous business
opportunities. Frequent hostile takeovers would not be viewed favorably by Fitch as a
strategy, as it could damage the firm’s reputation as a partner in its investments.
Accounting Provisions
Several alternative asset managers have gone public in recent years and have had to
make decisions about how to construct their financial statements to provide a fair
representation of the business for public shareholders to understand. Many firms,
including Apollo, Blackstone, and Fortress, have elected to deconsolidate managed
funds from their financial statements for GAAP purposes, as they are not the majority
holders of the fund investments and not entitled to every dollar of return. However, to
deconsolidate fund vehicles, a PE firm is required to provide LPs with the ability to
remove the GP at any time, subject to a simple majority vote. Similar to key man
provisions, Fitch believes the occurrence of a liquidation vote is relatively remote;
however, the existence of the clause is a constraining rating factor.
Other PE firms, like KKR, have decided to consolidate the majority of funds for
financial reporting purposes, thus eliminating LP “kick-out” rights and the resulting
liquidation risk.
This issue could become moot, as FASB has discussed the potential that SFAS 167 could
include firms in the investment management industry, which could require alternative
asset managers to consolidate funds for financial reporting purposes. FASB’s ultimate
decision on this matter has been deferred, but Fitch believes consolidation could have a
PE Investor Base
(%)
Investor Apolloa Carlyleb KKRc
Public Pension Funds 36 37
Foreign Governmental Agency 22
Financial Institutions 14 33 14
Family Office/High Net Worth 9 15 5
Corporation 9 3
Financial Advisors 7
Endowments and/or Foundations 3 4 2
Corporate Pensions 8 3
Insurance 5
Public Pension Agency/Sovereign Wealth Funds 63
Fund of Funds 8
a
Funds III to VII as of Dec. 31, 2009. bAs of Dec. 31, 2009. cAs of March 31, 2010.
Source: Company filings.
The PE managers that Fitch rates generally have attractive investor bases, with
pensions and sovereign wealth funds accounting for the largest portion of the investor
base. At Apollo, Carlyle, and KKR the largest investors are public pensions and
sovereign wealth funds, followed by financial institutions, and foreign government
agencies. Family office/high net worth individuals, endowments, foundations, and fund
of funds are much smaller, accounting for 12%19% of the firms’ total investor bases.
Fitch believes the number of investors is another important differentiating factor, as a
larger investor base makes it easier to raise new and follow-on funds and reduces the
impact should one investor cease to participate. Carlyle, for example, has an ample LP
base with over 1,300 unique investors while KKR has a much smaller investor pool with
approximately 300 unique LPs. However, presumably KKR has a great ability to expand
if investors are looking to diversify managers.
Blackstone’s 2006 vintage fund, BCP V, remains the largest buyout fund in history, with
approximately $21bn of investment capital. In 2Q10, the company held a close on its
follow-on fund BCP VI at $13.5bn, which exceeded analyst expectations given the
tougher fundraising environment. BCP V had $3.9bn of available capital yet to invest at
June 30, 2010, but management expects BCP VI to begin earning fees before the end of
the year. Fitch views the laddering of these funds positively, as it ensures some
sustainability and predictability of management fees.
Investment concentrations are also an important rating consideration as a fund’s
performance can be hampered by the poor performance of one large investment. An
underperforming fund can damage a PE manager’s track record and impair their ability
to raise future funds. Fitch believes Carlyle, in particular, has a significant amount of
fund diversity, having invested $60.6bn of equity in 969 transactions from 1987 to
March 31, 2010. It currently has $90.5bn of AUM in 67 funds. Fortress, on the other
hand, has fewer investments in each fund and has multiple co-investment vehicles with
few investments in each. In addition, Fortress earns management fees based on fund
valuations, so the deterioration of one investment could significantly impact fund
returns and fee earnings.
Fitch believes Blackstone’s funds are Blackstone Fee Diversity
less diverse than Carlyle’s, with $33bn (Six Months Ended June 30, 2010)
of equity capital invested in 142
transactions since December 1998,
but the company is more diverse from Real Estate
a business line perspective, in that it 22% Credit and
Marketable
has a sizable PE, real estate, fund of Alternatives
hedge funds, and credit business, in 28%
addition to financial advisory and fund
placement services. The fee
Private
contribution from each segment is Equity
material and should provide for more 23%
stability in fee income over time. The Financial
credit and marketable alternatives Advisory
segment includes fund of hedge funds 27%
and credit.
Source: Company filings.
KKR’s FRE has generally been on an increasing trend, although comparisons are difficult
over time due to the restructuring of the company in 2009. Performance has been solid in
2010 and the firm’s FRE margin is strong, at 40.5% through the first six months of the year.
Fortress’ performance declined in 2009 due to reduced fee rates and increased
redemption requests in its liquid hedge fund business, but earnings appear to have
stabilized to some extent in early 2010. The FRE margin has remained relatively solid,
even in the tough environment, as asset managers are able to toggle compensation
expenses to match underling fund performance and business trends.
Leverage
Fitch’s analysis of PE leverage and capitalization takes a corporate approach in which
the focus is on debt service and cash flow coverage rather than on balance sheet
analysis, as is typical with more traditional financial institutions. Fitch uses FRE-EBITDA
as a proxy for cash flow in its review of an alternative asset manager’s debt service,
which adds back depreciation and amortization to FRE. This measure gives no credit for
the generation of incentive income, but Fitch does not ignore carry as it provides an
additional cushion for debt service purposes and it speaks to the success of the fund
manager, which aids the company in the raising of future funds and, hence, the
generation of future management fees.
Leverage Analysis
($000, Years Ended Dec. 31)
2006 2007 2008 2009 1H10 TTM
Long-Term Debt
Apollo N.A. 1,057,761 1,026,005 933,834 N.A. N.A.
Blackstone 475,569 108,819 384,618 663,369 656,586 656,586
Fortress N.A. 535,000 729,041 397,825 355,900 335,900
KKR N.A. N.A. 1,090,214 733,697 314,051 314,051
FRE-EBITDA
Apolloa N.A. 72,393 148,454 115,011 N.A. N.A.
Blackstone N.A. N.A. 510,760 495,484 253,671 546,846
Fortress N.A. 156,235 281,176 183,941 98,951 179,000
KKR N.A. N.A 211,377 252,744 139,075 294,591
Long-Term Debt/FRE-EBITDAb
Apolloa N.A. 14.61 6.91 8.12 N.A. N.A.
Blackstone N.A. N.A. 0.75 1.34 1.29 1.20
Fortress N.A. 3.42 2.59 2.16 1.80 1.99
KKR N.A. N.A. 5.16 2.90 1.13 1.07
FRE-EBITDA/Interest Expense
Apolloa N.A. 0.70 2.37 2.29 N.A. N.A.
Blackstone N.A. N.A. 22.20 37.02 17.06 20.43
Fortress N.A. 4.55 7.00 7.58 13.20 11.19
KKR N.A. N.A. N.A. 6.44 13.04 9.51
a
FRE-EBITDA calculated as Fitch-estimated fee-related earnings plus depreciation and amortization. bAnnualized for 2010.
TTM Trailing 12 months. N.A. Not available.
Source: Company filings.
Until recently, the debt structures of the PE firms Fitch rates have been limited to
secured and unsecured bank facilities and private funding. However, over the past year,
some firms have been tapping the public debt markets to lengthen their maturity
structures and provide better match funding with co-investments in the funds. On Aug. 20,
2009, Blackstone issued $600m of 10-year unsecured notes at 6.625% and on Sept. 15,
2010, the company issued $400m of 10.5-year unsecured notes at 5.875%. Proceeds will
Leverage at the fund level is not included in the above analysis, as it is not typically
recourse to the management company; however, the existence of leverage at the fund
level is not generally viewed favorably by Fitch. Managers employ leverage (and/or
derivatives) to enhance fund level returns, but Fitch believes the debt yields increased
volatility and could result in reputational damage for the firm if related investments
perform poorly. While the use of fund leverage does not preclude an asset manager
from receiving an investment-grade rating, Fitch believes debt levels must be
conservatively managed.
Liquidity
An alternative asset manager’s primary use of liquidity includes the funding of capital
commitments to its investment funds, potential clawbacks, and distributions to
shareholders and partners. Sources of liquidity include balance sheet cash, revolving credit
facilities, liquid investments, and fee-generating capacity.
Co-investments in managed funds are
critical to the alignment of interests Firm Co-Investment Commitments
with LPs and are generally in the ($000, As of June 30, 2010)
range of 2%4% for funds with longer Firm Commitment
term capital commitments. Principals Apolloa 201,300
and employees will often co-invest in Blackstone 1,342,832
the funds as well, which serves to Fortress
KKR
130,500
1,070,811
further align the firm’s interest with aAs of Dec. 31, 2009.
that of LPs. For example, at June 30, Source: Company filings.
2010, KKR had $4.3bn of balance
sheet co-investments in its funds in addition to $1bn of investments from principals and
employees. Blackstone has $2.3bn of invested/committed capital in its PE business,
accounting for 7% of total capital invested, while Carlyle has committed more than
$3.7bn to its funds.
A commitment from the GP is funded on the same schedule as the LPs, with occasional
calls driven by the existence of attractive investment opportunities. Commitments are
funded with cash on hand, operating cash flow, fund distributions (i.e. return of capital
from previous investments), and/or with proceeds from debt issuances or revolver
draws. Fitch believes PE firms, as the fund manager, have significant discretion over
the timing of funding commitments, but that liquidity policies should be in place to
ensure adequate capacity exists.
The unfunded commitments listed in the table vary significantly across firms, from
$130m at Fortress to $1.3bn at Blackstone, although the amount of FAUM, number of
funds, type of funds, and stage of fund life play into the difference in relative
commitments. Apollo’s commitment is relatively low for the balance sheet, but its
employees and other funds had $963.5m of unfunded commitments at Dec. 31, 2009.
While some unfunded commitments may look significant, KKR, for example, had $508m
of balance sheet cash at June 30, 2010 in addition to $1.55bn of available revolving
capacity, while Blackstone had $506.7m of balance sheet cash, $813.2m of investments
in cash management strategies, and $1.07bn of revolver capacity. Fitch believes both
firms have a solid liquidity profile for their respective rating category.
Liquidity is also needed to fund potential clawback obligations, which arise when the
GP has received carried interest distributions in excess of their contractual rate and the
excess distribution must be repaid to the investors. The timing of the actual repayment
to investors varies by fund; in many cases payment is not until the end of the fund life
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