Co-investing with private equity
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Partnering with fund managers Extensive relationships and global transaction team As one of the pioneers in private equity, LGT Capital Partners has long-standing, deep relationships with many of the best fund managers globally.
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Legal considerations Co-investment vehicles are often structured with similar governing documents to those of the main PE fund. The co-investment vehicle through which a co-investment is made, and the agreements that underlie the vehicle, are important and should not be overlooked. The particular nature of the co-investment relationship, and the interplay with the main PE fund, should be accounted for, including as it relates to: allocation of expenses and payment of fees; apportionment of opportunities; voting; and responsibilities of management.
A framework for co-investment by the main PE Fund should be carefully considered and mapped out at an early stage, with a view to communicating to LPs concisely and as early as possible. Tax matters Co-investment vehicles may be used for jurisdictional and tax planning efficiency.
Since the tax and regulatory aspects of the fund, investment and investors are known at the time of the transaction, parties have the ability to customize co-investment structures to account for tax-related considerations well in advance.
Tax advice should always be sought when addressing particularities of structure, including relating to the provision of management services, auditing and reporting obligations. Co-investment program goals and expectations An investor will be better equipped to select appropriate co-investments if it establishes clear and objective investment criteria, return expectations and relationship benchmarks.
Having transparency allows all parties to better monitor investments and make more informed, timely and appropriate decisions regarding any issues that may arise, such as funding or exiting. Co-investors may also be faced with regulatory concerns that can be transaction- or industry-specific, commonly including telecommunications, gaming, or publishing industries; Costs to the investors, including transaction fees, payment of carry and management fees; Compliance with investment mandates and fund goals, in order to create synergy between co-investor and fund interests; Control over portfolio company decision-making; and Ability to be a good co-investment partner, including making quick initial decisions, allowing for the ability to monitor, review, and adapt to changing information, and establish internal processes and procedures for investment decisions and monitoring.
While often nuanced, and sometimes unsuitable, the flexibility afforded by co-investments and co-investment vehicles can provide upside for funds and LPs in the right circumstances. Consulting firm PwC states that LPs are increasingly seeking co-investment opportunities when negotiating new fund agreements with advisers because there is greater deal selectivity and greater potential for higher returns.
The Attraction of Co-Investments for General Partners At first glance, it would seem that GPs lose on fee income and relinquish some control of the fund through co-investments. However, GPs can avoid capital exposure limitations or diversification requirements by offering a co-investment. The Nuances of Co-Investments While co-investing in private equity deals has its advantages, co-investors in such deals should read the fine print before agreeing to them. The most important aspect of such deals is the absence of fee transparency.
Private equity firms do not offer much detail about the fees they charge LPs. In cases like co-investing, where they purportedly offer no-fee services to invest in large deals, there might be hidden costs. For example, they may charge monitoring fees, amounting to several million dollars, that may not be evident at first glance from LPs. There is also the possibility that PE firms may receive payments from companies in their portfolio to promote the deals. Such deals are also risky for co-investors because they have no say in selecting or structuring the deal.
Essentially, the success or failure of the deals rests on the acumen of private equity professionals that are in charge. In some cases, that may not always be optimal as the deal may sink. One such example is the case of Brazilian data center company Aceco T1. Private equity firm KKR Co. The company was found to have cooked its books since and KKR wrote down its investment in the company to zero in This compensation may impact how and where listings appear.
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