A Private Equity Blog

A vignette into the aberrant thoughts of a private equiteer

Equity returns for debt risk… please

The mantra of the private equiteer is maximum return for minimum risk. However, I can’t stress enough that the empahsis is on minimum risk. You see, the magnitude of badness associated with a poor performing fund significantly exceeds the magnitude of greatness associated with an exceptional fund. Maybe not so in venture capital, but definitely so in private equity.

If I achieve a 10x return on my fund, LPs, other PEs and most others will say “they were lucky”. If I achieve a 0.5x return for the fund, everyone will say “they suck”. Both terms are pejorative (hey, life’s unfair), but in one scenario you get to boast 10x returns and in the other you don’t get to boast at all.

equitydebtSo, back to the title of this post, equity returns for debt risk. Private equiteers essentially want all of the upside in a deal and none of the downside.

In public markets, you can achieve this by buying put options against a portfolio or through investing in call options. But we all know there’s a cost, and even with that cost, you rarely mitigate risk 100%.

To achieve the same in private equity, we invest via preferred stock, demand preferred coupons, have veto rights over many business decisions, take a board majority, have the right to fire  senior executives, demand that managers invest, sometimes even demand redeemable preferred stock, etc. We are simply hedging our bets. But, like option strategies in public markets, the hedge isn’t perfect.

Where this idea of equity returns for debt risk really matters, is within a portfolio of assets. Public equity fund managers invest in equity returns for equity risk and that equity risk means that some investments succeed and some fail (and then transaction costs ensure most fund managers achieve sub-market returns).

In a private equity portfolio, our quasi-debt investments don’t incur as much loss from poor performing investments, so portfolio returns can conceivably be above public equity portfolio returns without investee performance being above average. Of course, this doesn’t hold when private equiteers overgear their investments, but think about this one without above-average debt. Especially in current markets, I see private equity characterised more by strict legal terms than mountains of debt. We have made two investments this year that are completely debt-free.

This is just another aberrant thought (following my response to The Economist article) on how private equity can beat public markets.

  • Your last line is the point I was making, but upon re-reading, I see I didn't explicitly mention the assumption of other co-investors (whether they're founders, managers, other PE firms, residual passive investors, etc.)

    Of course you're right; it doesn't really work if you're the only equity holder. But if you've bought 30% of the business on pref terms, while the founders are holding 70% as common stock, and there's little debt, then I think this quasi-debt effect exists.

    My omission of that assumption probably has to do with the nature of the deals we've been doing lately, which have involved large founder holdings.

    Thanks for the note Alex... and for keeping me honest.
  • Alex
    I think this sort of misses the point a little bit - if PE wants equity returns and debt risk then there is someone else in the capital structure doing the opposite to make room for them.

    Therefore the easiest way to achieve this is to get banks to take equity risk with debt returns eg by lending up to 5 x EBITDA as senior debt, and another couple of turns as slightly more expensive Mezz.

    In an equity only deal you can call your instrument whatever you want but if there's nothing at risk before it in the capital structure then it's taking equity risk, and if there are instruments buffering it from losses first up then they are losing out by allowing you a "higher-than-debt" return while taking more risk themselves.

    My basic point is that financing risk vs financing return across the capital structure is stable so to get one and not the other it's a zero sum game where you have to screw some of your other co-investors.
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