Investing in Private Equity Partnerships

Transcription

1 Kay Muller Investing in Private Equity Partnerships The Role of Monitoring and Reporting With a foreword by Prof. Dr. Dr. Ann-Kristin Achleitner GABLER EDITION WISSENSCHAFT

2 Table of Contents IX Table of Contents TABLE OF FIGURES TABLE OF ABBREVIATIONS TABLE OF SYMBOLS XV XIX XXI 1 INTRODUCTION Relevance of Topic Aims of Analysis and Research Approaches Structure of Analysis 7 2 INVESTING IN PRIVATE EQUITY PARTNERSHIPS Fundamentals of Private Equity Definition of Private Equity Investments Private Equity Funds as Intermediaries Characteristics of Private Equity Partnerships Generic Structure of the Limited Partnership Life Cycle of the Limited Partnership Partners in the Limited Partnership Private Equity Firms as General Partners Fund Investors as Limited Partners Characteristics of Private Equity Partnership Investments Governing the Relationship between Limited and General Partners Potential Conflicts of Interest Direct Means of Control Performance Incentives Importance of Provisions in the Limited Partnership Agreement. 37

3 X Table of Contents 2.5 Fund Investors' Investment Process Overview ' Asset Allocation Portfolio Construction Portfolio Monitoring and Portfolio Management Institutional Differences and Limited Partners' Investment Success Role of Information in the Relationship between General and Limited Partners Overview Decision-supporting Role Governance-enabling Role Relationship-building Role 59 3 FUND INVESTORS' MONITORING Introductory Remarks Research Methodology and Data Relevance and Objectives of Monitoring Monitoring Performance Return Measures of Fund Investments Interim Returns and the Relevance of Fund Valuation J-curve Pattern of Interim Returns Interim Fund Valuation Benchmarking Returns Peer Group Benchmarking Public Market Benchmarking Risks of Fund Investments Different Types of Risks Measurement of Risks 94

4 Table of Contents XI Fund Investment's Costs Monitoring and Fund Governance Advisory Board Representation Value Adding Crisis Management Monitoring and Fund Re-Investing Evaluating a Fund Investment Opportunity Differences to the First-time Decision Monitoring and Fund Portfolio Management Monitoring Portfolio Diversification Monitoring Portfolio Liquidity 77S Portfolio Management with Secondary Transactions Resulting Information Requirements Information Sources Satisfaction with the Fund Managers' Reporting Implications for the Content of the Fund Managers' Reporting Limitations of Fund Managers' Reporting FUND MANAGERS' REPORTING Introductory Remarks Statutory Financial Statements Relevance of International Financial Reporting Standards Elements of Statutory Financial Statements Accounting for Portfolio Company Investments Financial Instruments and Level of Ownership Accounting for Financial Instruments Accounting for Associates and Joint Ventures Accounting for Subsidiaries 163

5 XII Table of Contents Discussion of Financial Reporting Requirements Consolidation of Portfolio Company Investments 166 ' Distinguishing Private Equity Funds from Non- Investment Companies Information Gap of Statutory Financial Statements for Fund Investors Fair Value Measurement of Private Equity Portfolio Company Investments Definition and Concept of Fair Value Valuation Process * Accounting Standards Requirements Private Equity Industry Valuation Guidelines Objectives of Industry Valuation Guidelines Development of Industry Valuation Guidelines Comparison of Industry Valuation Guidelines Valuation Techniques for Private Equity Investments General Considerations Market-based Valuation Techniques Model-based Valuation Techniques Selecting a Valuation Technique Considering other Indicators of Value Considering the Impact of Options and Contractual Rights Discussion of the Appropriateness of Fair Value Measurement for Private Equity Investments Incentives to Manage Valuations Fair Value as Measurement Basis 220

6 Table of Contents XIII 4.4 Investor Reporting Introductory Remarks Framework for the Analysis of Investor Reporting Overview on Existing Literature Industry Reporting Guidelines Categories of Information in Fund Reports Information on Fund Level Information on Portfolio Company Level * Possible Influence of Fund Characteristics on the Disclosure Level of Disclosure Research Methodology Sample Description Results Discussion of Results Limitations of the Study CONCLUSION Summary Implications for Practitioners Implications for Further Research 274 APPENDIX A: LIST OF INTERVIEW PARTNERS 277 APPENDIX B: INTERVIEW QUESTIONNAIRE 280 APPENDIX C: DISCLOSURE INDEX 291 REFERENCES 295