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Jeffrey Akers
Partner & Head of Secondary Investments

In episode 262 of the InsuranceAUM.com podcast hosted by Stewart Foley, Adams Street’s Jeff Akers, Partner & Head of Secondaries, explains how secondaries can offer shorter durations and diversification in high-quality assets, often at discounted prices. To achieve strong returns, Akers highlights the need for competitive edges like targeting overlooked market segments and leveraging strong GP relationships to access prime opportunities.

Transcript

Stewart: My name’s Stewart Foley, I’ll be your host. Hey, welcome back. It’s great to have you. We’ve got a great podcast for you today. One of the things that’s really cool, for me at least, is when our worlds all collide. And we were very fortunate. InsuranceAUM was one of the co-premier sponsors at CFA Society Chicago’s annual dinner last Thursday, and that is, for those who haven’t had a chance to go, that is a really wonderful dinner. About 950 people from all across the Chicagoland Financial Services community and from elsewhere, East Coast and folks from my neck of the woods here in Texas, and saw a whole lot of folks at that event. It’s a terrific event. And one of the things that happens is the Hortense Friedman Award for Excellence is awarded.

And for those who might not know, Hortense Friedman was a well-known member of the Chicago area investment community. And this is referencing the CFA Society of Chicago’s website, she was affiliated with the University of Chicago between 1922 and 1969. And this award is presented at the CFA Chicago Annual Dinner by the board of directors to a member of the Chicago area investment community who has demonstrated initiative, leadership, and a commitment to professional excellence. And this year’s winner was Bonn French, who is the chairman of Adam Street Partners, who is our guest on the podcast today. So congratulations to Bon French for winning a prestigious award that means an awful lot to the Chicago Financial Services community. And today’s podcast is on private equity secondaries, and we’re joined today by Jeff Akers, who’s the head of private equity secondaries at Adam Street Partners. Jeff, welcome. Welcome to the program. We’re very happy to have you on.

Jeff: Thanks, Stewart. I really appreciate the chance to talk to you. I will just mention, Bon French is often credited with having made the first secondary investment ever back in 1986, was certainly if not the first, one of the first secondary transactions. And appreciate you acknowledging him. He’s been a great mentor to me personally and a number of participants in the secondary market. So congrats to Bonn from all of us.

Stewart: Absolutely. And this is a very interesting asset class for insurance companies, and you’ve certainly got deep, deep expertise there, and I want to get into that. But first I want to know a little bit more about you. So where did you grow up, and what was your first job? Not the fancy one.

Jeff: So I grew up in Wilton Connecticut, which is a small town, about an hour outside of New York City. And my first job was cutting the grass of all the lawns in my neighborhood. I was probably in seventh or eighth grade and had four or five lawns that I mowed every day. The funny thing about that is my dad was quite meticulous about our own lawn. He liked all the lines on the grass to be perfect the way he wanted them. So while I had a nice little business mowing the neighbor’s lawns every week, I probably only mowed my own lawn a handful of times over the years. But his lawn always looked good.

Stewart: I will tell you that my grandfather shared your father’s passion for lawn perfection. We lived on 11 acres in the middle of nowhere in Missouri, and it was a full-time task keeping that all straightened away. So I can relate. And how in the world did you get into the private equity secondary business anyway?

Jeff: So I graduated from Indiana University with a degree in finance and I started working at a small regional investment bank. And most of the work we were doing was with lower middle market companies, and many of them we were marketing to private equity firms. So in addition to working on these transactions, one of my side jobs, I guess late at night, was to maintain a database of all the LBO funds that we were marketing companies to. And at the time there was no internet, so I was reviewing market brochures they sent to us and calling those firms to understand their areas of interest. And then I figured out I had a real interest in evaluating the quality of managers and their underlying portfolios. And after three years of investment banking, I had a chance to go work at one of these buyout firms and also determined I really enjoyed underwriting businesses and the intensity and energy of the buy-side deal business.

So I ended up going to Kellogg Business School with the intention of going to work at a buyout firm. And after I graduated, I got a call from a headhunter about a role at a secondaries firm. And then like most of us that entered the market 10, 15 years ago, we didn’t really know what a secondary was at the time. And after two months of interviewing and researching the industry, I ultimately decided to join Adam Street. And I was drawn to the opportunity for a few reasons. The firm had a reason to win. We had some great relationships in the industry and access to information and great opportunities.

It’s a culture that I thought I could make an impact in very entrepreneurial spirit, and people I thought were like-minded and shared my values, thought there was a real chance to scale the business just given the firm’s client relationships, and the market was nascent, and there was a real reason for growth. There was a 10 billion market at the time, but serving a real market need. And here 18 years later, it’s now a nearly $150 billion market. So Stewart, it’s been quite a ride.

Stewart: That’s a great story, and it is inspirational too. Thank you. Can you tell us, give us the big crayons on what are private equity secondaries, and if you can just a little bit on why insurance companies should be paying attention?

Jeff: Yeah, when we talk about private equity secondaries, we’re really talking about the purchase and sale of private equity fund LP interests at some point after the fund was already raised. So the funds would typically have a portfolio of companies in it. And so we would come in and we put a price on the portfolio as a percentage of NAV, and we’d become a replacement limited partner in the fund and assume any of the remaining unfunded commitment in the fund. And there are a number of real benefits to investors by coming into a fund later in its life. We’re typically buying assets at a discount to NAV. And so unlike many forms of private equity, we avoid the J curve that a lot of investors in private equity dislike.

Second, because we’re typically buying funds that are three to eight years old and sometimes even older, we’re much closer to a point of liquidity. And so it’s a shorter duration form of private equity and more liquid form. And so that’s a real benefit for investors that don’t like to be locked up for long periods of time. And then finally, we think it’s a lower risk form of private equity really for two reasons. One is we’re typically investing in companies that are closer to their point of liquidity. So the outcomes for the underlying assets are more predictable. We’re not taking a change of control risk. We’re backing managers that have already been in the companies for a while and have a pretty good idea of how they’re performing and where they might exit.

We’re also buying portfolios that are very well diversified, and that diversification is a good source of risk mitigation. And so from an insurance company perspective, while secondary private equity is clearly an equity product, it really does have some fixed income-like features, but with higher return potential. Even though it’s not contracted, it does have that fixed income cash flow profile. And again, given the lower risk, it’s not uncommon for us to see capital loss ratio as well in the 1% range. So we think a lot of real benefits and unique benefits relative to other segments of private equity.

Stewart: You’re basically professor for a day here, so get ready for this one. For those who might not know what a J-curve is, tell us what a J-curve is in traditional private equity.

Jeff: Well, a J-curve is the negative return that you often see in the early years of a fund investment, and then over time that then comes positive. And the reason there’s a negative return early on in the fund’s life is that private equity funds charge fees on committed capital, and typically the investments are held at cost for about the first year of the fund’s life. And so that fee drag without commensurate increases in value leads to this modestly negative return early on in a fund’s life. And as I mentioned, secondaries really, investors typically avoid that J-curve because instead of holding a cost, we’re marking the portfolios up to their market value. But since we’re paying a discount, we usually get a nice gain relatively quickly coming out of our investments.

Stewart: Is it fair to think that part of that J-curve is also that the capital that’s being committed that’s going to serve to grow the businesses that you’re investing in, it takes a minute for that to bear fruit, right?

Jeff: Yes.

Stewart: When you’re in a secondaries position, you may have quite a bit better visibility about the outcome of that, which I think is why you’re referencing that you view this as a lower risk, a lower risk profile.

Jeff: Certainly if you think about the private equity model relative to the public equity model, I might say. So public equity firms are managing the quarterly earnings, and in many cases, that’s value-destructing behavior because you’re not managing build long-term value. In the private equity world, investors are often making hard decisions. They may be at the cost of profitability, maximizing profitability early on in an investment, but with an eye towards really driving significant growth and value longer term.

And so when a private equity investor makes that investment, they’re typically making that fairly significant investment in the first one or two years of an investment. And then they’re going to hopefully see that growth in years three, four, and five. And to your point, we’re coming into those investments typically right as they’re hitting that inflection point where we start to see really nice increases in value. And so we certainly like to buy assets at discounts, but a big driver of our performance, at least with our strategy at Adam Street Partners, is to buy fast growing assets at a value inflection point. So coming into that is a pretty good time to do that.

Stewart: So one of the things I didn’t really understand about secondaries is this idea that you can help with the cash flow needs of insurers. And I’d love to know more about that. As you know, insurance companies are typically prioritizing stable and predictable returns. How do secondaries work when we’re thinking about this in the cash flow side?

Jeff: Yeah, well, it really gets back to what I was just saying in terms of both short duration investments and low risk. And most insurance companies, the predominant asset class they are investing in is fixed income. And so we’ve seen a lot of appetite as insurance companies think about any equity allocation they want to have. Secondaries are a really nice way to do that and that you get these cash flow and lower risk characteristics, but with the equity upside that we have, I mentioned yield earlier, and we don’t have the benefit of having contracted yield, but in many respects, just because we’re starting to see significant liquidity coming out of our funds quickly after we begin investing, in some cases the yields even look favorable to a fixed income type of a product.

So it’s, again, got a very liquid profile and we find a lot of insurance companies view this as a really attractive entre in the private equity world.

Stewart: And I don’t know exactly how to ask this, but are you seeing an uptick in LP selling primary fund interest recently? And if so, what’s driving that? Because, I mean, the secondary market used to be by appointment only, right?

Jeff: Yeah.

Stewart: And that market’s changed a lot. I mean, the liquidity profile is much better than it used to be, but it’s still an illiquid market. So can you talk a little bit about that?

Jeff: Yeah, we’ve certainly seen an uptick in deal flow over the last year. It’s a very compelling time to be a secondary investor. And I’ll tell you, when I first started, I’ve been in the secondary business now for over 18 years, and when I first started, deal flow was somewhat episodic. It was typically based on a regulatory change or market disruption or someone had a portfolio they were really unhappy with and were selling. Market awareness was low, so you really only explore to sell when you were in some sort of trouble, and there was a bit of a stigma associated with selling in the secondary market. That really changed after the global financial crisis when awareness grew and sellers started selling into the market as a tool for active portfolio management, very much the same way they would manage risk in their public equity portfolios.

And so the growth story in the secondary market today is really about rapidly growing primary commitments over the last few years in the market coupled with this increasing active portfolio management of these interests. So there are blips in volume that we see from time to time, but I would tell you that’s the main story. Now, having said that, there’s no question the last few years deal flow has been spurred by liquidity driven sellers. And prevailing discounts almost necessitate that sellers, if not forced or highly motivated sellers, because they’ve got some liquidity problem. We often say when you see a big change in public market values, which we saw when there was an increase in interest rates, it creates what we call a denominator effect, where just because the overall portfolio reduced in size and the private equity portfolio did not reduce at the same pace, you saw the private equity allocation within the overall portfolio growing and outside of the bounds of where the target allocation for private equity is.

We’ve now seen a rebound obviously, in public markets. So that denominator effect problem has gone away. And we’re now seeing what we often call a numerator effect where private equity portfolios have ballooned in value, partially because they performed well, but in large part because there have not been a lot of exits coming out of these portfolios. And so you just see, again, people over allocated to private equity and needing to create liquidity in order to fund unfunded capital calls they have. I think as we look forward and as we see maybe more benign exit environment in front of us, we’ve seen some pricing increases in the market, it’s likely to bring more active portfolio management sellers to market. Frankly, the market typically gets bigger when we see active portfolio management sellers. And from a buyer’s perspective, we love discounts, but we also love when there’s a lot of volume for us to pick through and find the best opportunities. And we certainly have a very targeted strategy at our firm that the wider the opportunity set, the more we can be selective.

Stewart: So seems like the timing’s pretty good at the end of the day. I have no axe, but at the end of the day, the story makes sense. How does the total NAV in private equity funds play actively in the secondary market?

Jeff: Yeah, it plays a very important role. The best predictor of secondary deal flow for the last 20 years is really taking a look at primary fundraising over the prior five to 10 years and then applying roughly 2% annual churn of those positions against that. And that 2% may fluctuate modestly depending upon market conditions, but it’s been a good predictor over time. And the total amount of NAV in the world, which sits at about $7 billion today, is probably the best measure of the accumulation of private equity commitments over the last 10 years. And it also has the benefit of also capturing this lack of liquidity in the market as well. So ultimately, as we see that number grow, it’s a pretty good indicator of a future deal activity. And as we look forward, we think there is a very reasonable case for a doubling, tripling of the market over the next four or five years.

Stewart: So that’s on the LP side of the market. What about the GP-leds? What are key themes that you’re seeing develop in terms of discounts, quality of the assets type of structures and so forth, but also if you could address any potential conflicts of interest that you see?

Jeff: Yeah, well, just to level set, when we’re talking about GP-led deals, we’re referring to situations where a GP is organizing liquidity in their own fund. They’re selling anywhere from one to all of the assets in a particular fund, and they’re effectively providing a liquidity option for existing in the investors in the fund, and then bringing on new investors, typically secondary buyers, to become replacement limited partners to extend the life of the assets for another chapter of growth. And very much similar to the traditional LP market where it took some time to move from a market based on lower quality to one today involving best managers and the best companies. We’ve now achieved that the GP-led market, the most sophisticated, most reputable GPs in the world are using the GP-led market to provide liquidity.

And one of the key themes I think we’re seeing in the market today is really the difference between single asset GP-led deals and multi-asset GP-led deals. So I talk about a single asset GP-led deal that would be a GP doing a transaction around one company. That tends to be a trophy asset for us. It’s a company that we’ve watched the GP owned for some time, and we know that it’s a business model that works very well in a growth sector, and there’s a clear value creation path going forward. And so we love the opportunity to double down on great assets without taking on change of control risk. The rub may be on single asset deals as there is a spotlight on valuation and they tend to price more aggressively. And from a secondary perspective, I talked earlier about discounts and short duration and diversification. These deals are not delivering any of those three. They tend to be done closer to par. They tend to be resetting duration, and by definition, more concentrated multi-asset, GP-led deals.

Likewise, we’re almost always investing in high quality assets that’s typically collection of assets that we’ve got strong view going forward. They do tend to trade at bigger discounts. There’s more potential for near-term liquidity, and they’re naturally more diversified. So while we execute on both sides of the market, about two thirds of our exposure from GP ledges in these multi-asset deals, as they mimic what we’re seeing on the LP side of our business, and we talked about why we think insurance companies like secondaries, certainly we think those traditional characteristics and benefits of secondary investing are really important.

So even when we’re doing GP led deals, we want that to be the case.

The last quick comment I’ll make on GP LEDs is just alignment. These deals have the potential for a conflict of interest, and one of the things that we really want to do is make sure that the GPs that we’re investing with are partners of ours in these deals, not counterparties. One of the things we’re very focused on is economic alignment, making sure that they are rolling, certainly all their economics that they would be earning from the transaction into our new deal, and in many cases investing above that. I just say that’s such an important part of the GP led market is ensuring that alignment.

Stewart: So you mentioned high quality assets, Jeff, in your last answer, and I’m a fixed income geek, so what that means in my world is low default risk, but that’s not what we’re talking about in this situation. So can you talk a little bit about what you mean when you use the term high-quality assets? What are the characteristics that qualify something as a high-quality asset?

Jeff: Yeah, we define high-quality assets as companies in growth sectors with defensive and predictable business models, highly cash-generative that have attractive balance sheets, modest leverage, and importantly, very importantly, managed by cheap GPs that have demonstrated top quartile performance. So it’s not just the company, it’s also the underlying manager that’s backing the assets.

Ultimately what we’re trying to find are companies that we would say has a return distribution with a right skew, in other words, limited downside, but with a real chance to outperform. And as we sort of flex the various value creation initiatives for any one company, we want to make sure there’s a real potential for out-performance.

It’s an interesting thing in the secondary market, it seems logical that everyone would want to focus on high-quality assets, but many secondary deals trade as 30 to 40 fund portfolios plus. And so if you buy the entire portfolio, it’s very hard to target any specific themes or high-quality assets. So we tend to focus on more concentrated transactions, focus on specific themes. About 90% of our deals are in two or fewer managers at a time. And so as a result, the portfolio has very attractive underlying fundamentals. And so our most recent fund averages mid-teens, EBITDA growth, 23% EBITDA margins and as modest leverage relative to the overall market. So that’s what we’re trying to create through this targeted approach, is not just buy an index of the market, but really angle our capital towards these high-quality assets we just defined.

Stewart: And would you characterize the buy side as under-capitalized? And if so, what does that mean for secondary buyers?

Jeff: Certainly we view the market today as under-capitalized. There’s just not enough capital that’s been raised today to absorb the deal flow that we see now or that we anticipate seeing going forward. We measure that through a term overhang of capital today that’s probably, there’s about one and a half to two years of dry powder in the market today, which is incredibly low compared to other segments of private equity. If you peel that back a layer further, a lot of capital has been raised by very large funds, many of which are necessarily focused on larger deals. So we find that under-capitalization is especially the case in smaller transactions called sub-$200 million deals, and that’s especially the case for GPs that have a short-approved buyer list. We can really get ourselves into a lot of situations where we’re competing against two, three buyers on a transaction, and clearly that has real benefits to us when we’re trying to price transactions attractively.

Stewart: When you look out at the market today, where do you see the greatest value and opportunities? And I would add to that, where are you cautious?

Jeff: So we find the most interesting investment opportunities in the lower middle market, small buyout funds. And I tell you there’s a handful of reasons why we think this is the most attractive area to invest in. First is there is real advantage to being a primary investor in a fund and having great underlying knowledge of the portfolio. And in many cases, the best GPs are restricted. Well, they’ll only allow existing investors to buy a secondary in their funds. And if we’re a hundred million dollar investor in a $700 million fund, certainly we’re going to have access to all of the key deal leads at an underlying fund. And so the set of competitive bidders for that’s going to be significantly lower. We stand out as a buyer with those groups. So we like investing in this space for those sort of diligence and process advantages.

Lower middle market also, if you look at primary returns, has delivered in the top quartiles much stronger returns than larger funds. So we think if you can pick well, there is excess return to be had just by investing in that space. And so the underlying sources of value creation are very strong in that lower middle market. There’s more exit options in a market like we’re in today. A lot of those companies can sell into even larger funds, many that are aggressively looking for new companies to invest in.

And then the last thing I’ll just mention is the valuation policies. Larger funds tend to mark their portfolios to market using public comps, and there’s not a big gap in many cases between public comparables and where the companies are held in the books. In the lower middle market, we see a wide dispersion evaluation policy, and of course that creates some inefficiency that we can take advantage of as buyers in the market, and we got to choose well and understand those valuation policies, but that sort of complication and understanding how funds are managing or their valuation policies really a source of value for us.

Stewart: Yeah, I mean, it’s the way that a sophisticated asset manager sets itself apart. I mean, that’s really what folks are really looking to you guys to figure out for them at the end of the day. What does the primary fundraising environment have on the secondary business? And I guess more specifically, does a more constrained fundraising environment hinder secondary managers at all?

Jeff: Some of the best windows for secondary buying occur when private equity LPs are overweight, the asset class have become forced sellers, and the ironing or the paradox that these windows that are attractive for buyers correspond with periods where it’s most difficult to fundraise. So the under-capitalization we talked about earlier becomes most pronounced in these periods of time when you have forced sellers in the market some of the sweetest opportunities as a buyer. So we find that it does ultimately make these buying opportunities even more attractive.

Stewart: It’s interesting. I was at a meeting and I got a chance to hear Warren Buffett say, “If I can buy dimes for nickels, good things will happen to me.” And sometimes it’s that he has a way with words…

Jeff: He does.

Stewart: And just to wrap, I mean, there’s increasing certainty that at least it appears we’re going to go into a rate cutting cycle. Can you talk about what your thoughts are about where rates are headed and how that’s going to, what the knock on effects are in the secondary market?

Jeff: Yeah, I mean, I’m not an economist, and so I won’t try and predict where rates are going, because I’ll certainly be wrong. I can tell you a couple of things that I think are important here. One is rate changes create volatility, and volatility is good for the secondary market. It creates sellers. It creates uncertainty that informed buyers can take advantage of. And I always say LPs have well-laid plans around when they’re going to get capital called and when it’s going to get distributed, and when there’s a market disruption that changes those plans, it has an impact that lasts for years in many cases where we see, we’ve certainly seen it following the GFC and then following the pandemic, and we’re seeing it right now of LPs really just proactively managing, trying to get their portfolios, they’re back on their well-laid plans. And so I think that’s very important.

The other thing is that if you are investing in high quality companies that are not reliant upon leverage, if you have an investment strategy that’s not reliant upon leverage where you can get whipsawed by rates, I think it’s just a more defensive way to play the market. And we certainly approach it that way. We like to see a little volatility, we like to see rate movements that brings deals to market, and it doesn’t really impact our portfolio the way it might others just given defensive nature of the way we invest. So we maybe look at some of the factors you just talked about with a grin and with some excitement as we think about the investment environment ahead of us.

Stewart: That’s super helpful. It’s been a great education on private equity secondary state, and I really appreciate that. I’ve got a couple of fun ones for you out the door, and I want to make my second reference to the CFA Chicago Annual Dinner where former student Joao Godoy from Lake Forest College was one of the 45 recipients of a brand new CFA charter. And if you had just gotten your CFA charter, what advice would you give to someone who’s earlier in their career, but obviously have accomplished a significant milestone with the CFA?

Jeff: Look, I think two things to live by, these may surprise you, they’re not technical, is work hard and be kind. I think if you do those two things well in almost any business you’re going to do well, especially if you’ve got the technical expertise to get a CFA. It’s amazing how the relationships you build over time, you’re not building them for any reason but to be kind. But they pay dividends over time. And I think if I look at anyone that’s been successful in our business, they all work hard, they all want it, they’re willing to make sacrifices. And so I’d be simple. Just say work hard and be kind.

Stewart: Super helpful and great advice. Fun one for you. Last one, if you could have lunch with any three people, so it’s a lunch table of four, you and three guests, doesn’t have to be all three, you can pick one, two, or three alive or dead, who would it be?

Jeff: Well, I love to play golf. I probably, Freddy Couples is a guy who’s-

Stewart: Boom, boom.

Jeff: Great golfer, got great stories. And so I think he’d be fun to have around the table.

Stewart: Absolutely.

Jeff: My grandmother died before I was born, and so I was close with all my grandparents, but never had a chance to get to know her. So I think it’d be really interesting to hear her talk about my mother and just share family stories. It’d be fun to hear from her. And my wife, that’s probably a good one.

Stewart: There you go. That is a good answer. So thanks so much for being on. I’ve really enjoyed meeting you and I’ve gotten quite an education on private equity secondaries today. And I just want to say thanks so much for taking the time, Jeff. We certainly have enjoyed having you on.

Jeff: Well, thanks for having me, Stewart.

Stewart: We’ve been joined today by Jeff Akers, head of private equity secondaries at Adam Street Partners. Please rate us, like us and review us at Apple Podcasts, Spotify, Google Play, or wherever you listen to your favorite shows. My name’s Stewart Foley. We’ll see you next time on the InsuranceAUM.com Podcast.


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