AGGREGATING CAPITAL FOR IMPACT INVESTMENT: VENTURE CAPITAL IMPACT INVESTMENT FUNDS

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1 AGGREGATING CAPITAL FOR IMPACT INVESTMENT: VENTURE CAPITAL IMPACT INVESTMENT FUNDS Carl A. Valenstein, Morgan Lewis & Bockius LLP May 11, Morgan, Lewis & Bockius LLP

2 1. GIIN s First ImpactBase Report on Funds Offers Interesting Data In April 2015 GIIN issued its first comprehensive analysis (Impact Snapshot) of the 300+ impact investment funds in its ImpactBase database. Key takeaways include the following: 1) the impact investment fund landscape is broad regarding target geography, asset class, impact theme and rate of return; 2) the impact investing fund landscape is deep with over 40% of funds showing 3+ years of track record; 3) there are significant market rate opportunities in the industry with more than 75% of the funds targeting returns comparable to traditional investments in a similar risk profile; 4) fund managers are actively looking to raise capital with the average fund committed capital of USD 52.5 M and the average fund target AUM of USD 110 M; and 5) impact measurement is core to fund manager activity with nearly all fund managers using metrics to quantify their social and/or environmental impact and over half tracking IRIS-compatible metrics. Many report they have been formally rated on their impact performance. 2

3 2. Private Equity/Venture Capital Impact Investment Funds Have Driven Growth The GIIN Impact Snapshot analysis reports that private equity/venture capital impact investment funds have driven growth with 70% of the funds launched after 2009 and 50% of those funds launched after 2005 being private equity/venture capital funds with only 16% being fixed income funds. Private equity/venture capital funds have average management fees of 2.4%, average carried interests of 18.2% and average hurdle rates of 7.7%, which are higher than others funds. 80% of private equity/venture capital funds target market returns and the average target return is the highest (17.5%). 76% of market rate funds target family offices/high net worth individuals, 71 % target foundations and 79% target other institutional investors. 3

4 3. Differences Between Private Equity and Venture Capital Impact Investors While the GIIN Impact Snapshot analysis lumps private equity and venture capital together, in reality they are very different. Private equity generally starts with existing businesses and attempts to optimize their value through restructuring while venture capital starts with founders of emerging businesses and attempts to grow them. Mark Kachur, the former CEO of CUNO, stated the distinction as follows: I consider private equity and venture capital as opposites. In private equity, you start with the numbers and then you try to fit everything into the numbers. In venture capital, you start with the people, and then you try to figure out what numbers you can make. 4

5 4. Venture Capital Impact Investment Funds Berry Kennedy, one of the principals of the University of Michigan student-run Social Venture Fund, stated the distinction between regular venture capital funds and venture capital impact investing funds as follows: If a VC has to be comfortable taking risks by betting on yet unproven companies, an impact investor has to be even more so. On top of betting on often-unproven products and markets, impact investors operating in a fast-evolving and ambiguous field that has broad range of goals. Everyone agrees on how to measure dollar-based ROI. Despite efforts on common metrics by GIIN, the field in a long way from consensus on what impact is, let alone how to measure it. Venture capital impact investment funds seek to increase value and then obtain a return through a sale of the portfolio company, their equity stake or through an initial public offering. 5

6 5. Profile of Venture Capital Impact Investment Funds The impact philosophy, investment horizon, target returns, manager compensation and geographical focus of venture capital impact investors varies from firm to firm. Common elements are that the investment vehicles are generally closed-end funds organized as limited partnerships or limited liability companies with offshore entities used for international tax planning for investment in developing markets. The life of these funds generally range from 7-10 years. Investments are in the form of equity with board representation. See GIIN Report on Impact Investing Private Equity Fund Industry- Legal Considerations for good summary of relevant legal issues and commercial considerations for these types of entities. Prominent venture capital impact investment firms include Unitus Impact (South Asia), IGNIA (Mexico), Gray Ghost (Emerging Markets- Global), DBL Investors (US), Grassroots Business Fund (Emerging Markets-Global), Elevar Equity (Emerging Markets-Global) 6

7 6. Case Study - Movirtu Movirtu Ltd, a for-profit English company, was founded by Nigel Waller in Movirtu s goal was to be a leading provider of proprietary mobile telecom technology to enable mobile operators to offer mobile banking and personalized information service to people at the base of the pyramid without a handset (the cloud phone ) in Sub-Sahara Africa and South Asia. In 2009, Gray Ghost Ventures Cooperatief and Grassroots Business Fund provided seed capital to Movirtu. In 2011, Movirtu received from B Lab its five-star GIIRS Impact Rating, the highest rating. In need of further investment, Movirtu accepted an investment in 2011 from TLcom, UK telecom venture capital firm. By 2014 Movritu had launched service in Madagascar and the DRC with a revenue share model. By 2014, TLcom had taken control of Movirtu and dismissed the founders. In September 2014, Blackberry purchased Movirtu and appears to be focused on the use of the proprietary technology for the top of the pyramid market. 7

8 ASIA Almaty Astana Beijing Singapore Tokyo EUROPE Brussels Frankfurt London Moscow Paris MIDDLE EAST Dubai NORTH AMERICA Boston Chicago Dallas Harrisburg Hartford Houston Los Angeles Miami New York Orange County Philadelphia Pittsburgh Princeton San Francisco Santa Monica Silicon Valley Washington, DC Wilmington 8

9 THANK YOU This material is provided as a general informational service to clients and friends of Morgan, Lewis & Bockius LLP. It does not constitute, and should not be construed as, legal advice on any specific matter, nor does it create an attorney-client relationship. You should not act or refrain from acting on the basis of this information. This material may be considered Attorney Advertising in some states. Any prior results discussed in the material do not guarantee similar outcomes. Links provided from outside sources are subject to expiration or change Morgan, Lewis & Bockius LLP. All Rights Reserved. 9

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