#19 - Michael Bego: Secondaries, Private Markets

7 May 2024 · 1 h 9 min

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Insightful Investor Podcast Episode Summary

Episode Title

#19 - Michael Bego: Secondaries, Private Markets

Host

Alex Shahidi

  • Co-CIO of Evoke Advisors, a leading investment advisory firm.
  • Engages top investors and business icons to explore unique market insights.

Guest

Mike Bego

  • Founder and Managing Partner of Kline Hill Partners, managing over $5 billion in alternative assets, focusing on secondary investments.

Key Topics Discussed

Background and Career Path

  • Education: Graduated as an engineer from Cornell University; later attended Columbia Business School, which sparked his interest in finance and investing.
  • Career: Transitioned from enterprise software to investment, focusing on private markets and secondaries.

Understanding Secondaries

  • Definition: Secondary investments involve purchasing limited partner interests in private equity funds after they have been established.
  • Types:
  • LP (Limited Partner) Secondaries: Buying portfolios of interests from investors wishing to exit.
  • GP (General Partner) Led Secondaries: General partners create liquidity for their limited partners by selling stakes in specific assets.

Market Dynamics

  • Efficiency: Public markets are often efficient, while private markets can present inefficiencies that secondary investors could exploit.
  • Liquidity: Secondary market transactions have low turnover rates (around 1%) compared to public markets (100% annually).

Motivation for Starting Kline Hill Partners

  • Mike's extensive experience in secondary investments led him to establish Kline Hill after recognizing a niche for smaller transactions and strong return opportunities.

Investment Strategy

  • Portfolio Construction: Kline Hill focuses on small to mid-size transactions, typically in the $10 million to $30 million range, allowing for more nimble and diversified investment strategies.
  • Discounts and Value Assessment:
  • The firm seeks to buy at significant discounts (often 25%-35%) compared to net asset values (NAV) set by GPs.
  • Emphasis on understanding intrinsic value beyond GP-marked valuations.

Responding to Market Challenges

  • Market Dislocations: Historical data shows that during market downturns, secondary pricing can drop significantly but also presents unique buying opportunities.
  • Risk Management: The firm places a strong emphasis on choosing high-quality assets to mitigate risks associated with potential downturns.

Future Outlook for Secondaries

  • Growth Potential: The private equity market has been growing at 12% annually, with expectations for continued expansion due to increasing demand for flexibility and liquidity.
  • Innovation: The secondary market is evolving with new strategies, technologies, and increased competition, suggesting ongoing opportunities for informed investors.

Key Insights

  • Why Me?: Investors should always ask why they are in a position to make a better investment decision than others, emphasizing the importance of understanding unique advantages in the investment space.
  • Market Evolution: The secondary market is expected to grow as it becomes more efficient and offers better liquidity options for investors, enhancing overall asset value.

Conclusion Mike Bego provides a wealth of knowledge on the secondary investment landscape, discussing the nuances that make it an attractive option for informed investors. The episode emphasizes the importance of understanding the intricacies of private markets, assessing value effectively, and maintaining a competitive advantage in an evolving industry.

Additional Notes

  • The podcast encourages interaction and feedback from listeners.
  • Legal disclaimer regarding investment advice and risks associated with trading is provided.

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Transcript

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0:06Welcome to the Insightful Investor Podcast, a weekly series that seeks to share industry investment and market insights. We define insights as concepts that are counterintuitive, widely misunderstood, or underappreciated. In other words, unique ideas that you probably won't hear elsewhere. I'm Alex Shahidi, the host of the podcast and co-CIO of Evoke Advisors, one of the nation's leading investment advisory firms. Learn more about our show at insightfulinvestor.org.

0:43Today's guest is Mike Bigo. Mike is the founder and managing partner of Klein Hill Partners, which manages over$4 billion and focuses on buying limited partner interests in venture capital and buyout private equity funds on a secondary basis. Some people call that investing in secondaries. Mike, thank you for joining me today. Alex, first of all, I want to thank you very much. It's an honor to be on your show. I've been listening through the podcast you have, and I keep learning something new in each one. So it's been great just to get to know your podcast, and thank you very much. I appreciate that.

1:23That's the whole idea. So I think we're just getting started, so it's good to know we're off to a decent start. Why don't we kick it off and go back to the beginning? What would you say sparked your interest originally in investing? So I graduated as an engineer from Cornell University in 1993, and I spent the 1990s in enterprise software, initially running projects, and then later I got into software sales. So this was all around enterprise software for large manufacturing companies throughout the United States. And at that time, this was out of the Northeast. And even though it was enterprise software, it wasn't the sexy Silicon Valley, like high tech that you think of today.

2:05And I was so close to New York City that I was drawn by this allure of Wall Street, even though I really didn't know that much about it at the time. And what happened, though, was in 1997, I attended Columbia Business School, which was an amazing environment to really learn about finance and investing and so many other aspects of business. And I think that's where I converted from this allure that I didn't really understand about investing to this really strong desire to get into the investing world. And I'd have a special shout out to my first finance professor, Galen Height, who did an awesome job really making you understand financial statements and modeling and the very basic guts of what it is to understand a business from the finance side.

2:52And I'm curious, does your engineering background help you be a better investor? How do you think about that? It actually does, Alex. In my specific case, I studied operations research. And the focus of that is taking business world problems, modeling them, and then figuring out ways to optimize them, to analyze them, to run different types of numbers against them. And so it's actually interesting as you step into AI today. A lot of what AI actually is, it's running probabilities and different heuristics against complicated problems. But a lot of that is not that different to what has been studied for many, many years.

3:31So from an analytical standpoint and fine-tuning your numbers muscle and problem solving, it was actually a very good background. And you're an investor in private markets as opposed to public investments. What drew you to that space? rather than the path that many investors take where they're focused on public markets? Well, so from very early on, starting at Columbia again, I was an early believer in the efficient market hypothesis and that public stocks are relatively fairly priced. And I was a big believer in indexing right out of the gates. So part of it was that. A second part of it was I had friends on Wall Street and you'd hear stories about how the plumbing of that industry actually worked.

4:17And so I had a friend who was in a research department and they would sell very expensive research to different investment firms. But the way it was explained on the inside a bit was that these firms had IPO allocations where the mutual funds or whoever could buy these public stocks at big discounts to what the price would be the next day. And that was sort of a lock for them to get to sell this expensive research. I don't know. So there was just a lot of the plumbing that didn't really appeal to me. And on the flip side, and we'll get into this more and more, I think there is genuine opportunity to provide lots of value and lots of solid returns on in private markets.

5:02So maybe if I could restate it and tell me if this is accurate. If you're investing in public securities, there's a lot of efficiency there in that the information is fully or mostly discounted in the price. But if you go inside and you look at the plumbing, there may be inefficiencies that if you're possibly on the private market side, you could take advantage of. Does that sound right? That's correct, Alex. And I'm not selling short the benefits you can get from investing in public equities. So the S &P and different ways to approach the stock market have had great returns for investors over the years.

5:34But for me personally, I find that my potential value add to what I'm doing would be lower with public stocks and what I can contribute in a private environment. That makes sense. Would you talk about why you decided to launch your own firm back in 2015? A lot of people, it's a big step. It's a big risk. Is there a reason that you decided to do that? Or are there circumstances where all the stars aligned, where it made sense to do that? And what do you feel like tilted the odds in your favor of success? So look, I had started investing in 2000 in coming out of Columbia Business School. I was investing in venture capital on the enterprise software side.

6:20So I had three years of investing experience there. I got into secondaries in 2005 and I had a 10-year run from 2005 to 2015 and really learned the ins and outs of the secondary industry. I built up a good reputation in the industry, had lots of relationships, had strong views on strategy and how to execute a business. And for me, at that point, after 10 years there, it was simply time to do something else. And so I left my old job and I didn't have a specific defined plan when I quit, actually. I had a fresh mortgage. I had three kids in school, plenty of expenses, but I wasn't dead set on launching a firm.

7:02And what had happened, though, is within three weeks of my departure being announced, a number of investors started calling me, people who had known my track record over the years, who had followed my progress through annual, once a year, twice a year, interviews with me, and said that if I started a firm, they would be potentially interested in investing. I had a couple of conversations with other secondary funds at the time about potentially going to work at a big firm. But having these possible investors lined up emboldened me to get going with Client Hill. And I also had a pretty strong conviction in the niche strategy that Client Hill focuses on, which is doing these little smaller transactions that we'll get into in a bit.

7:50But I had a very strong conviction on this strategy, having an enduring opportunity to deliver strong returns. And look, I was I was excited about the opportunity. So it was, if I knew all of the difficulties along the way and how much work and effort and luck and meeting the right people and having amazing supportive investors and all these things require, I might've been, maybe like didn't appreciate all of the long road that it has been. But yeah, I'm very glad I've made the decision. And the second thing, Alex, about this point is in terms of like, look, Clandell, I think we've been successful so far, or people from the outside might say we've been successful so far.

8:36But one thing that I noted, like in my industry in the early days, as I remember seeing people in the industry, giving speeches at business schools or speeches at conferences or things. And then later on, as a secondary investor, I learned the details of the performance of their funds, see the multiples they're delivering and the distributions that they're giving to investors maybe being lower than you'd expect. And I think it's an important thing to note that success in the industry isn't designed by how much capital you can raise or the size of your firm, but it's really defined in how your funds perform and how much actual cash you're giving back to investors.

9:19And so that's what will drive it all. in terms of like talking about like what like things being successful that's when it's a success and it's obviously very helpful when you have backing to start because one of the hardest things about starting a business on the investment management side is to attract capital when you don't have a track record that you can publish it's just it's very difficult so having that reputation already gives you a running start that definitely helps and look we've been super fortunate because yes initially right out of the gates we did have strong investor interest and then like i have to take a pause and thank our limited partners who have like like believed in us from the early days and kept supporting us we have a great set of relationships so we're about just so you know alex about half of client health backers are charitable endowments and foundations we have some really strong very thoughtful groups such as rias and some insurance money and a different group of different types of groups of institutional investors.

10:24We're about 97 % institutional. And we've tended to have a bit over 100 % of our investors come back from a capital perspective from fund to fund. And so I have to have a big thank you and big shout out to investors who have been supportive and great partners over the years. So thank you to all of our investors. That's great. Why don't we dive into the secondary's market and start with the most basic question is, what is a secondary? First of all, I'm going to step back and talk about what is a private equity fund even. And so if you think of investing from a public stock experience, you can go out and you can press a button in your browser.

11:05You can buy different shares of individual public stocks. You could also buy mutual funds, buckets of stocks, and they're very liquid, very easy to buy and very easy to sell. Public companies. When you step into the private equity world, it's a completely different story. So typically to access private equity investments, you'll have funds that are set up where different general partners, they're called general partners or sponsors, will raise capital from investors one fund at a time. And any single fund will call capital from their investors over a period of, say, three or four years. So as an investor to commit to a private equity fund, you don't give them all the money up front.

11:48You only give it to them after three or four years as they identify the companies they want to invest in. And then it's going to take each of those companies individually five, 10, sometimes 15 years to grow and develop and to become hopefully worth two, three, four times what the capital was that is put into them so that the manager can return the money to their limited partners. So it's a very long cycle, takes a very long time to get your capital out. And as an investor, you're not just investing in one private equity fund, well, you'll have a portfolio maybe of 10, 20, 30 managers across multiple fund vintages that they have, and she'll build a big portfolio of private equity.

12:32Now, there are a number of reasons why investors may want to sell these funds over time. They may decide they have too much private equity and they want to have less. They may have certain managers that have fallen out of favor that they want to get rid of. They may have cash needs. They may have a new chief investment officer that comes in and wants to change their strategy. And so they'll want to get liquidity from their portfolio. And this will drive what is called LP secondaries, which is half of the secondary market. The other half are GP leads. I'll go into a second. So an LP secondary is when an allocator to private equity will take typically a bucket of funds, could be often at least 10 funds, sometimes 30 funds or even many more.

13:19So take a number of these funds. They'll want to get cash for those positions and they will go to a process. And we go into the details of that more in the future, but a process where a secondary buyer will bring capital that they've raised from other institutional investors to buy those assets and provide cash to the seller. And they'll become the new holder of the limited partnership interests in those funds. So those are LP secondaries. The second approach are GP-led secondaries, which also can be called most typically continuation vehicles. And that is where the individual general partner, individual sponsor of a fund wants to provide liquidity to their LPs and they drive the process.

14:09And what they would do is they would pick one company or a handful of companies, and they would find a secondary fund buyer with a syndicate that would come and provide the capital to acquire the economic interest in that company to pass on that capital back to their LPs to return the capital. And typically, that general partner, though, would stay on to manage the assets. Typically, that happens after those companies have been very successful. So in 75 % of those cases, those companies have already delivered two and a half times or more of invested capital. But that's the second half. So LP secondaries, buying portfolios of LP interest by secondary funds, or GP leads, which would be driven by the fund managers for one or a few companies.

14:57And Alex, just so you know, in each of those cases, LP secondaries and GP leads are each just over 1 % annual turnover of the$7 trillion that sit in the private equity industry. So it's a very small turnover in terms of the total asset size. And to put it in perspective, if you look at the public stock markets, those turn over about 100 % every single year. So the liquidity, while it is about$150 billion for 2024, is very small on a percentage basis. And I guess the other way to think about it is public markets have similar transactions for similar reasons. Maybe they want to reallocate or they want to sell an underperforming manager or a new CIO comes in and wants to change the portfolio to their style.

15:48and the market for private investments was completely illiquid for some time. And at some point, these transactions started and that market has evolved. Does that sound about right? I think that's right. And one thing I'd also add, Alex, if you think about it, the ability to get liquidity in your investments actually increases the value of them quite a bit. So think if you had bought an automobile and when you go to the dealership, they make you sign something that you can never sell the car, that you have to drive it into the ground. And so everybody would have to own their cars for 12 years.

16:23And that wouldn't be extremely appealing. Or if you had to buy a share of a stock, say IBM, and you're never allowed to sell the IBM stock, but you could keep the dividends forever and pass it on to your kids, that's not as great of a value. But having the liquidity actually increases the value of what you own. And I think as we go through time and the market evolves, if liquidity does increase and becomes easier and the friction costs of transacting go down, I think the secondary industry will provide more and more value to the private equity industry. And how has the secondary markets evolved over the last 20 plus years since you've been involved?

17:06When I got involved in 2005, the total volume was about$5 billion per year. the market was substantially driven by limited partnership selling. I would go to annual meetings in 2006, where you're at tables of allocators, pension funds, endowments foundations, and they would ask you what you do. And you'd say you're in secondaries. And you would have to explain to all of them that you can buy LP interests, you know, they could sell their interests and you have to really walk through what those entail. At that time, it wasn't popular in the industry to be a secondary investor. And so if you think about it from the general partner standpoint, we would show up, sellers that are selling their interest to us, we're their prized LPs who are fund after fund giving them new commitments.

18:00We show up and we're buying them out and they're going away. So we were tolerated by a lot of general partners. A number of them sort of welcomed us and helped us, but it wasn't sort of their favorite part of the business in terms of like supporting the secondary industry. And then over time, the volume grew from$5 billion in the great financial crisis, 2009 and 10, the volume really dropped quite a bit. And then LP volume really grew a lot as you step forward to 2014. But what had happened, though, Alex, was that a lot of capital had come into the industry and returns had started to come down.

18:41And so if you think of returns in the secondary industry, most secondary funds may deliver low double digit net IRRs to investors. So think of 10 to 15 percent. And there was a lot of capital, a lot of competition. And at that point, around 2015, is when the industry innovated and started doing these GP-led transactions where the sponsors would drive the liquidity from individual companies or small groups of companies that initially was in the oldest funds and not always the highest quality assets. And then as we step forward a number of years till today, these continuation vehicles are typically much more trophy assets.

19:24About half of them are single company trophy assets. About half of these deals are multi-company. And then so it's 70, you know, call it like 70, 75 billion dollars of liquidity from GP leads today, 70, 75 from on the LP side. And if you think of the overall liquidity for the industry in the past 12 months, a meaningful percent has actually come from secondaries on the order of 10%. How did you first discover the world of secondaries? And what was it about it that drew you in to kind of build your career on it? Coming out of business school in May of 2000, I had the fortune, but the unfortunate timing of getting into venture capital.

20:09And that was at the very peak of the NASDAQ, right as liquidity fled the industry. And so I had three years of an excellent education on investing, but more on a crucible of hard times and lack of capital. We did have a number of successful companies, but also a lot that we had to shut down. And it was just impossible to bring in capital at that time. And so I really learned to see how things can work out when the industry is going very poorly. So step forward to 2005, I was at McKinsey & Company at the time, very much wanted to get back into the world of private equity and discovered an opportunity at a secondary fund on my business school website.

20:50I had never heard of secondaries before, went to interview at the firm. They were as much pitching me what secondaries were as I was trying to apply for this position. And having come from the world of venture, what I really appreciated was that it had a much better risk-adjusted return and a much better approach to the overall private equity industry. Because you're buying into portfolios of assets where the losers are already out. you're buying a number of years later into the lifetime of these funds. You're closer to when liquidity is coming out of portfolios. And one thing that I think is great with regards to a career in secondaries is that we'll do deals here at Klein Hill that will, we're signing up deals now that'll close on June 30th.

21:41We'll have exits from that portfolio in the third quarter of this year, at the end of the year, you know, next year, we're going to see a lot of results from our work very quickly. And for people on our team, that's a great learning cycle because we're doing all the work to value these assets, to make predictions on what the outcome is going to be. They're going to get very quick feedback. If you think of it, if you go and you're doing primary investing from the date you invest in a company, you might not get the result for 10 years. So anyways, I was drawn by it being a great risk adjusted approach to the industry.

22:13And it also now with hindsight has been one where you learn a lot as an investor very quickly. One of the biggest questions investors ask is, why is there such a big discount? And is it persistent? Is it structural? And the reason I ask that is, or I bring that up is because there could be a lot of skepticism that you're going in and buying these assets at what you perceive to be a discount, but perhaps the seller knows more about the asset than you do. And you think you're buying at a discount, but you're really not. How do you think about that level of skepticism? So look, I think there's three points I'd have to make on this.

22:51The one is to look at the returns that secondary funds actually get. Second is to look at the performance on the assets that are being sold. You may have already made a lot of money. And the third is on the opportunity cost that you have for the capital. So if you look at returns in the secondary industry, they've been very strong over a long period of time. So if you look at Cambridge Associates data going back to 1993, almost every vintage of secondary funds has delivered double digit net returns, except for a handful, most of which are high single digits. So it does perform very well. But most of those returns are 10 to 15 % IRR to secondary fund investors.

23:32And a lot of those returns, especially at the big funds, have a large component of leverage to get that return. So as a seller, you can think of maybe you're giving up 8 % to 12 % in terms of the return that you're walking away from by executing a trade. That's really not that huge of a discount that you're giving up to give a liquid asset where the buyer may have to wait 3 % to 10 years for all the cash to come out. The second thing is if you look at the portfolio that you're selling, you very likely have already made a large amount of capital from your investments. So you may have, you know, it may be up 50%, 100%.

24:13So when you're actually going to sell and you apply the discount to how well you've done so far, it may not be so much to walk away from. And the third is if you look at opportunity cost, when you're allocating into private equity and you're rotating from one portfolio to another, if you're selling and you're losing 8 % to 12%, I can bet you that most allocators are targeting returns much higher than that. For some of the amazing managers that they're going into, they're probably targeting 15%, 20 % or more. And so you can actually see that as being a pretty good trade as a seller. Some would argue it sounds too good to be true.

24:49You can buy things at a material discount to what they're actually worth. Are there significant barriers to entry that allow these discounts to persist through time? Sure. So in terms of barriers to entry, I see there's two different angles to look at that question. One is for firms to enter the industry and for firms to compete. And the second is for the overall secondary industry to innovate and to change to be more efficient in the future. And so in terms of firms like entering the industry, first of all, raising capital is not always a straight line. It can take a great deal of time. You have to build up a platform, a team.

25:31It's not easy to get the capital. The second is it's very hard to build up the platform. And so if you think of what it takes to invest well in secondaries, you need a massive investment team that's highly experienced. There's a great amount of valuation work, understanding different industries, different managers, different companies, and knowing how to get information that's not public and very hard to find. So building the teams is very difficult. I'd also say that from like a deal sourcing perspective, you see newcomers sort of show up on the stage and expect to just start doing lots of deals.

26:17They're not seeing the deal flow. So just even finding these illiquid secondary deals is very hard. Then picking the right ones to work on is difficult. And groups that don't have a track record of getting lots of deals done often find themselves stuck and have a lack of conviction on which deals to even do or pay up for. And so what you've seen, Alex, is that there's some massive, very well-regarded firms in the industry that have wanted to launch into secondaries. And they've tried to do it themselves with confidence on their own investing capabilities and their platform. and typically they have very often tended to either completely fail or take many years longer than they thought.

26:59And along the way of firms trying to enter the industry, they maybe have not been the best fiduciary of the capital that they're managing trying to get there. So it's not so easy just to launch and dive into secondaries and launch a new strategy or a new firm. It's actually quite difficult. And the second thing is if you think about the whole industry and how the industry, which may change over years or what it will take for that to happen. I think it's actually very difficult. And you've seen firms like NASDAQ that has come in and tried to make an exchange to have very efficient trading of interest on the secondary industry.

27:37It's been more challenging than I think they thought it would be in the beginning. And so why is that? I think there's four main reasons. One, first of all, when you're going through to execute these secondary transactions, you really need to know what the right price is. Unlike the public stock market, there aren't these clearing prices. The valuations that need to be made to determine the price are based on highly confidential information that people don't want all over the internet. It's not easy to access. And actually, we spend a very large amount of resources to dig very deep beyond what's easily available from the managers.

28:17So the information is very difficult. Second is the overall volume is just very low. So if you look at a lot of managers or companies, there might only be a transaction for them a couple of times a year. So there isn't the volume to support the industry to instantly be hyper-efficient. And so it has to be something that will take quite a while to build up. And then third is when you think of trades that happen in the secondary industry, It's not like with public stocks where you realize you want to buy IBM stock and you can research IBM, decide what price you'll pay to buy it or sell it. In the secondary industry, first of all, as we mentioned before, you're not typically buying for LP trades one company at a time, nor are you buying one fund at a time that may have five companies.

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29:05But a seller is coming with a package of funds that they want to sell. They're going to have picked out, say, 20 different funds. And so in one go for one transaction, you're going to have to understand 20 managers and all of those companies in that whole portfolio. And so that's a huge barrier, not just for a firm to enter, like we were just talking about, but also just for the industry to provide simple liquidity when you have very complicated buckets of assets. And then the fourth thing, which today is complicated, is maybe more easily fixable, is that the transfer process is complicated because each of these funds that you're looking to transfer is operating under different contracts and different agreements.

29:49And so you actually have to hire lawyers and spend thousands of dollars for each fund that you want to transfer. And typically, those transfers are limited to the end of each quarter. What about the sellers of the funds? you know that if you're buying at a discount they're selling at a discount the same discount is is the the rationale for selling so significant that they're willing to give up that discount or is it because the market is just not that competitive so i think in terms of selling it's a couple things so one is they understand that it's the market rate so let's say it's a 15 % discount.

30:31No one wants to give up 15%, but they understand that's the fair range of where prices are and that's the cost that they have. Second is I think the pricing is close enough that for portfolio management, it's an acceptable loss that sellers are willing to take. And so, Alex, I think another big thing that drives this is if you look at the pricing over the last few years. Currently, discounts in the industry could be into the high single digits to say like 15%. So if you're going to sell, you'll get 85, maybe up to 95 cents on the dollar. At the higher end of that range, you don't have a very big discount.

31:14When the pricing is high, you'll see massive volumes. And so I actually think this could be a record year for volume, say$150 billion. If you go back to say 2022, the second half of 2022, the volume was maybe a third as large. And that's because the prices were larger. So you definitely see a big swing in volume based on the pricing. That makes sense. And if you take it to the extreme and you have public markets where the discount is almost zero, you have 100 % average turnover in private markets. It's like 1%. So obviously, the less the discount, the more interest there is in selling. One big thing here, Alex, so to understand in the industry is that the discounts are relative to the marks that a fund puts on the portfolio.

32:05And some managers are so some managers carry assets very differently. So we see different companies where the exact sorry, we see different funds where the exact same company is held by different managers and literally one manager can hold the same company for twice as much as another manager and so there's very big differences in terms of the pricing and so perhaps if liquidity did pick up enough that you could use it as a signal for how assets could be valued like in the stock market you could have the secondary market driving valuations whereas today valuations are all driven by quarterly processes at the funds where they underwrite their own assets.

32:47So the question is, you're calling it a discount, but really it's an optical discount to where the GP has decided to mark an asset. And so if you consider intrinsic value, maybe the intrinsic value is the secondary price. That makes sense. Would you talk about the different approaches that secondary managers may take in managing their strategy? Absolutely. So So look, there are a number of different approaches. So one of the most common is that some is about half of the buyers in the secondary industry advertise that they have a primary platform and that they have a set of managers that they know very well.

33:27And another half of the industry does not have those and they're more asset buyers and they'll have different elements of their strategy. At Klein Hill, we do have about 30 managers that we back who are helpful to us with regards to sourcing deals and evaluating them. However, you have to understand that there are 6 ,000 different private equity funds in the industry. And so if you look at people with these primary platforms, maybe they have 40, 50, maybe 100 managers at the highest end, but you're nowhere near the 6 ,000. And when you're buying these portfolios from sellers, you're going to get diverse portfolios where you might cover a few of the managers.

34:07You're not going to cover all of the managers out of the 6 ,000 possible ones. Second thing is that you're not the only one that has these primary platform investments. So if you pick a high-quality middle market manager, there may be five different secondary funds invest in the same manager. So you're not going to be unique with that strategy. But anyway, so that but we do see value in that we see higher value when you have a very niche focus with regards to your primary strategy. So, for example, at Klein Hill, we've partnered with Sandana Capital, which is one of the top quality, one of we believe the best seed fund of funds in the industry.

34:48So Sandana does is they go through and they invest in the best seed managers. And so what a seed manager does is it's a venture fund that gives very smart people capital to start businesses. And so they started doing that in 2012. They're in 3 ,000 companies today. And based on this huge portfolio of underlying companies, we can work with our partner, Sandana. We can pick the best of those companies. So out of the 3 ,000, we'll pick the top 30 and we have a top 100 list and target those specifically. And it's a little bit more of a rifle shot where we have a differentiated approach. So I think there can be values to the primary approach if you're focused.

35:32So one is having a primary platform. A second one is size. So you have some firms out there who have$20 billion funds and they claim because they have the largest pool of assets, they can buy things other people can't buy because no one else has their scale. But now there's a lot of people with$20 billion funds. On the flip side, there's Client Hill. Our thing is that we buy lots and lots of small transactions. So Client Hill will do deals much smaller than the industry. So on the limited partnership side, most LP deals are between$100 million and$1 billion. At Client Hill, we're doing deals under$30 million and even a lot under$10.

36:12So last year, we did over 120 deals in that scope. And so we're by far and away the volume leader and the firm to go to if you're looking to sell those types of interests. And on the GP-led side, most of the GP-led deals are over$400 million. At Klein Hill, we're focusing on deals in the$100 to$250 million range. Again, when there is a lot fewer other firms in that space. And then also there are firms, Alex, that focus on sectors. So you have groups that specialize, they'll only buy venture or they'll only buy a credit or they'll only buy real estate. You'll have different funds and different groups that focus on specific sectors.

36:55Are there specific segments within secondaries where you generally tend to find the biggest discounts? And maybe there are segments where you find the highest quality companies like the trophy assets. And how do you think about that spectrum? Absolutely. So in terms of large discounts today, as you know, the venture industry went through some very challenging times post 2021 when valuations were extremely high. Since then, quarter to quarter, the assets continue to get written down. We believe there'll be a bottom in terms of venture valuations around Q2, probably Q3 this year. But there's very large valuations there, very, very large discounts there.

37:44And there's different there's different there's different sort of like just lower quality portfolios where you have challenged assets and they could be lower, like weaker managers. They could be pools of assets and very old funds where you'll find larger discounts. You'll tend to you'll tend to on average have lower quality assets. On the flip side, there's a lot of very high quality pools of assets that are out there. And so we tend to think of those as buyout or growth buyout assets, especially ones where the funds are a little bit mature that may have been paid down a bit. And those can be more expensive, but you can also do extremely well.

38:24And so I think in the second example for the highest quality assets, those will be the most expensive. they may do well. There could be a tighter band of returns for secondary funds going to buy those assets. On the flip side, for the lower quality assets, you have to be very careful with regards to how you might approach those pools of assets. And so, for example, when we think of the venture arena where discounts could be 20 % to 70%, 80%, we think that there is a great hunting grounds for deals in that space. But you have to be extremely careful. There are thousands of venture companies and you could waste years trying to go one by one to figure out who will be the winners of tomorrow.

39:10For us, what really helps cut through the haze is our partnership with Sandana. And so we can go through, we have this target list that it's very, very heavily curated based on relationships they have with the seed managers and specifically work on portfolio construction from an approach like that. So it goes back to what you said earlier, which is you really have to understand the real value of these funds. It's not, you can't just go off the NAV because there's different pricing methodologies. And if you, you know, if you go in there thinking it's a 70 % discount and the seller has a very different valuation, real-time valuation, then you may not be getting exactly what you think you're getting.

39:55We have 56 people here at Klein Hill, which for our fund size is an army. And the vast majority of what, like, especially our deal team focuses on is valuation work. So we have tons of inbound deals sourcing and deals just coming into us, but we need to be super careful with what we're buying and what we're paying for it. And do you generally find bigger discounts on smaller deal sizes because of perhaps less competition or less worry on the seller side about the discount? So we tend to buy the same assets that you might see in large auctions at about 10 to 20 cents cheaper than you'd get for the bigger deals.

40:34And if you think about it, let's say you're buying shares of IBM stock on the internet, at scale, you're just pressing the button and buying, and there's obviously market clearing prices. The difference is, let's say you had IBM stock on a piece of paper and you had to walk around and sell like 10 shares here and there. So we're buying the same IBM stock, but it's something that's not a subject to the highly liquid liquid auctions. And look, part of the issue here also is that because of the small transaction sizes, we're not coming up against the same competition that the big firms provide because they're, you know, someone who's managing 10 or$20 billion doesn't want to do a five or$10 million deal for 30 different funds.

41:17They also don't want to lead a GP-led deal that's $100 or$200 million. So sellers and sponsors will come to Client Hill as the group that will lead these types of transactions. And the same token, if you think about from a seller standpoint, they're also not as economically motivated as they would be for a large deal. So let's say there's a$50 billion pension fund. If they're going to sell a billion dollars of private equity and interests, that's a board level decision. They'll have very precise pricing they're looking for. They'll focus on that very closely. However, if they're doing a smaller cleanup of 10 or$20 million, they don't care about the price so much.

42:00There's some non-economic reason they're doing this cleanup. and they're much more willing to transact at a large discount. So fewer buyers and the sellers aren't economically motivated. And so does that give you, generally speaking, the opportunity to find higher quality assets at a pretty material discount? Yes. So in terms of from a portfolio construction standpoint, we were sourcing about 35 to 40 deals per week. We filter out not only for deals that where we find there are reasonable sellers who have price expectations that we believe we'll be able to hit, but we're also filtering for decent quality assets that we want to hold.

42:41And so if you look at Klein Hills returns, we do get very large discounts, 25 to 35 % discounts at time of close. However, 60 % of our deal level returns come from appreciation. And so for us, it's important. Yes, we do like the discount, but it's in some ways almost even more important that we're acquiring high quality assets that are over time going to be creating more value. That's actually like a fairly important part of our approach. Do you think of that as two different sets of returns, meaning the return of the underlying assets from the time you buy it until it's sold and their closing of the discount gap?

43:21Do you think of those as two distinct returns that are perhaps uncorrelated to one another? 100 percent. And so if you think of the discount, Alex, we're locking in an immediate accretion of value when we sign up the deal and close. And that's something that will immediately accrue to the buyer, even if the cash pays out later. And the only slight tweak I'd make here is to not only think about it as a discount to the GP stated NAV, because as we mentioned before, the NAVs, the net asset values, the valuations, the GP's place on the assets can be a bit all over the place. but we're still buying these assets at a very large discount to current intrinsic value.

44:00So what they actually should be worth. So yeah, so, and that will correlate different to the appreciation of the assets over time. One thing to also mention here is that from a strategy standpoint, the reason that we want to acquire assets with a strong appreciation is A, it tends to correlate more to healthy assets. So assets that are generating cash, that have organic growth, that can execute on M &A strategies. Those are all assets that if we think we're going to hold it for two years, then we end up stuck with something for five years or six years or seven years, we want a company that's going to create value and it's going to help continue to give us a strong IRR over time if we're stuck with it longer.

44:48Second is if you're buying assets that could have just flat performance and you're hoping it comes out quickly or forbid something that loses value over time, I think that's when you can really get into trouble if things go the wrong way. So it builds in a buffer. How do you think about the risk reward or the return to risk ratio of primary investments and secondary investments, even if we're talking about the same assets? How do you think about that? How do you compare the two? So look, if you look at the statistics, it sort of stands for itself a bit. So secondaries do have higher net IRRs on average than primary investments do, whether you're talking about buyout growth venture.

45:31So one thing is they tend to have higher return. Second thing is if you look at the volatility of return, it's actually much tighter for secondary funds. So whereas there are pockets of better performance within the secondary industry that may perform a bit better. But on the flip side, the firms that underperform, the gap is much smaller than you'll see for other areas. So not only in secondaries do you have higher returns, you have a tighter band of returns. And the third thing, Alex, is the cash return for secondaries is much quicker than for primary funds. So when we're going through and doing these investments on the GP-led side, we're expecting our cash back in a two to five year window.

46:13If you're investing into a primary fund, you're probably getting your cash back in 5 to 10 or even 15 years. And so, whereas we do believe it's higher returns, the quicker cash also A, D risks that investment because you're taking the cash off the table, but then it provides the allocator more opportunities to update their portfolio construction or whatever they need to do strategically for their portfolio with the quicker returns of cash. And all that makes sense. If you're buying at a discount and you're buying, let's say, over time, similar assets, you should get a higher return with a tighter band and less risk because you're buying effectively the same assets at a discount.

46:57And so if you think about it, a primary manager comes in and on the buyout side, They're putting leverage on these deals, often seven times EBITDA is the current average. And that's very high. And if things go wrong with the company or the economy, you do run a lot of risk that that company could hit covenants, that the debt could take over the company. It could end up being a zero or could be very impaired. But that same company, as it performs over time into years five, six, seven, that debt gets paid down to say three or four times EBITDA. And so when the secondary fund comes in five or six years later, that asset is heavily de-risked because secondary funds are buying more mature companies and the debt gets paid down over time.

47:48On the same token on the tech investing side, if you're buying tech assets from a secondary basis, venture investors are going to companies that may have product market fit issues or might need multiple rounds of financing. As you're coming in years five, eight, 10 into these funds, a lot of the early losers are already gone. And so we're buying into much more stable, diverse pools of assets. So on that note, is your general sense that the quality of the remaining assets is generally higher than younger funds? Look, I would say that the risk is much lower with regards to a secondary portfolio than a primary portfolio, especially in the early years.

48:34And another thing I'd mention, Alex, in terms of the secondary industry, if you think about it, part of it is the portfolio that you have on the ground and how it's going to perform. The second part of it is how the commitment you've made to a secondary fund or how the commitment you've made to a primary fund is going to perform. And a big part of what may drive that is when the capital is called. And so if you think of 2000 or the financial crisis or 2022, times when there was lots of market turbulence, when you commit to primary programs, a lot of times their investing can really dry up for a period of time.

49:14In fact, in the financial crisis, LPs told those funds, don't invest. We don't want to see your capital call notice. We're going to shred it up and mail it back to you. Like they said, that was pretty common. And that also happened more recently. I think with secondary funds, we get a lot more leeway by managers. And they're actually excited in times of turbulence. And they want secondary funds to go deploy capital. And so if you think about it from your committing to assets, you'll see more capital being deployed in times of crisis when pricing may be better. And so I think you'll also find, you know, then that will happen at lower prices and you'll tend to be screening out the biggest problem companies.

49:56So you'll actually be acquiring like relatively high quality assets. And so I think that's another way to look at risk, but the dry powder, I think, can have advantages with secondary funds. So maybe this is taking it too far. But if you're an investor and you're allocating capital and you want to have some target allocation to private investments, private markets, let's say limited to private equity in this case. Is there a reason to not to or is there an argument for not having any primary investments and just wait for this for these investments to become available in the secondary market and just build your portfolio that way?

50:32Is there an argument against that? No, look, I think you can completely do that. I would say that you would want to do it through a secondary manager. We've talked about a lot of the reasons it's not so easy to just do your own secondaries. But yeah, I believe if you had a secondary only portfolio, you could A, be highly diverse. You'd cut out a lot of the first year potential issues with funds. I think you could do quite well. Yeah, it's interesting that you don't see that approach commonly used. but perhaps it will be over time as the market grows and there are more opportunities available. So we actually do have some smaller community foundations that might have$100 or$200 million where I believe Klein Hill is their only allocation to private equity because what we're giving them is in one commitment, we're giving them, A, we do a lot of deals.

51:27So every year, Klein Hill is doing over 120 deals per year in diverse pools of assets. Those assets are diversified by vintage. So you're getting assets in different maturity stages across number of types of industries. So we actually do have people where we're their only private equity exposure. And it's interesting because, you know, some time ago you had fund of funds and a lot of those didn't work out because there's multiple layers of fees. And so in effect, this is sort of like a fund of funds, but at a pretty significant discount. I think that's fair. And actually, So there's one time we were going to have an LP who was going to make a fairly small commitment to us.

52:07We, from time to time, offer co-invest. And instead of giving us their commitment, they just went into our co-invest as their only private equity strategy. And one deal that had 28 funds and probably well over 100 companies. Is there a reason you focus on private equity and venture as opposed to real assets or real estate or credit? We definitely believe a fair bit in portfolio construction and portfolio allocation by these strategies. And so the highest returning area that we found over time for these is both buyout and tech. And even within buyout and tech, sometimes we overweight one, then we will do another.

52:48So, for example, in the late 2010s, Client Hill had a higher percentage at that point of tech investments that were allocated to the portfolio. When 2020, going into 2021 came along, we saw valuations from revenue multiples and EBITDA multiples go through the roof. And we actually drastically cut down our allocation to venture. So, first of all, at Client Hill, we do buy out in venture, but not always at the same ratios. second is there are areas that we have seen perform not so well in the industry so if you look at real estate over the last 20 years real estate secondaries across the industry have underperformed by a bit at client hill we've kept them to under one percent of our portfolio that could change if there's a huge crash but right now we've kept it small for example we don't believe in investing in china so client funds are less than one percent china If you know the top China managers that are launching today and they have amazing CFOs and there's different risks that you're comfortable with, that's great.

53:51But I don't believe secondary investing in 10-year-old Chinese funds is the right way to get access to China. So we don't do China at all. Similarly, if you think about diversification, there's also recent asset secondaries and older secondaries. and at sometimes the dry powder in the industry can be very attractive when multiples are very low and new deals are getting done at great pricing at the same time sometimes old assets can be very attractive where exit multiples are really high and people are getting tons of cash out for their existing investments and liquidity is flowing great and so client health over its history has invested about a third of its capital into vintages in the last six years, a third of its capital in the vintages, I call it like seven to 12 and a third in older vintages.

54:43But as we go through time, we may adjust that based on relative value in the industry. And so we're very fortunate that our investors gave us sort of a broad mandate, but we're constantly looking and twisting the dials for the best value at any point in time. Let's for a moment talk about what happens during very difficult market environments. In my experience, a lot of investments do poorly at the same time. How do you think about secondaries in this regard? I have to admit, Alex, I felt really bad during COVID because it was an amazing time to invest, but people are dying and we're like hunkering down.

55:23and we're seeing these amazing deals. But it was a time like when it was great to deploy capital. And so if you think about it, not just during COVID, but anytime there's a market dislocation, there's a large crash, what happens is the price of secondary assets tends to roughly track the public stock markets. So even early in 2024, as far as January, February, the stock market went up 5%. Within a week, secondary prices were going up a similar percent. And so there is a fairly close tracking to the prices. And if you think about these large secondary sales that drive the industry, the$100 to billion deals, what will happen is if there's a market crash, like in the second quarter of 2020, when interest rates went up and the markets crashed, secondary pricing maybe dropped 10 % or 15%, depending on the types of assets.

56:21these sellers of multi-hundred million dollar deals, they had very precise price expectations. When those were clearly not going to be achieved, they pulled their processes. And so the liquidity evaporates during a crash. And so during COVID, when the market tanked, pricing dropped by more than 90%. And in these different periods of time, the markets go away. What's fortunate, though about the smaller deals, these smaller transactions, is that at Cline Hill, we're not buying so much from individuals. 85 % of our sellers are large institutions. And so when the market crashes, they will pull their$500 million deals, but they tend not to pull their$5 million deals.

57:06And so what actually happened during COVID was in deals that we sourced in the month of May, we did over three quarters, almost a full year worth of deals by transactions we sourced in a 30-day period. In Q2 of 2022, we did two quarters worth of deals. In the fourth quarter of 2018, there was a market wobble. We did a very large amount of volume. And so we tend to go very contrarian to a market crash in terms of our deployment of capital. And assuming you can accurately assess the underlying intrinsic value of those assets during those market dislocations, is your sense that the discounts generally increase during periods of market distress?

57:53Yeah, so absolutely. So the discounts increase a ton. And so like I was mentioning before, they may increase with the stock prices. So during COVID, maybe they went up 15 % to 25 % in terms of the extra discount you're getting for something. But COVID was a very interesting time, Alex, because if you think about it, it had a very material impact in different ways and different types of businesses. And so you can't just close your eyes, see a discount and go buy lots of assets. And so what we developed was the Klein Hill Partners COVID Index. And so we rated every company on a one to four. some companies like zoom or different healthcare companies or things where you deliver to home would be a one because they actually were better off with covid but if you think if you're a movie theater or a restaurant or some other industries where people were not going to be going to you and giving you their dollars those industries were a four and they were hurt and so we a took advantage of the bigger discounts but then we indexed all the companies by almost like a factor if you think of hedge fund factors.

58:55And so we overlaid the discounts with these factors that were a sign of that time to acquire a targeted portfolio at the bigger discounts. Same thing with interest rates. So when the market tanks, because interest rates are going up, you don't want to blindly just buy a pool of assets at a bigger discount, but you again can look at factors that will drive the value and performance of companies based on the times. And as competition grows with time, how do you maintain your information edge? That's a big part of buying things at a discount. Well, you know what, Alex, you can't wait for competition to grow at the time because the competition was already picking up last year and two years ago.

59:39So unless you're worrying about that constantly, you're already behind. And so, look, a couple of things. So one is for like and depending on which focus you are in or your niche, the answer is different. For us, it's a few things. So one, I think it's very important for our small deal space to have scale. And so, look, we're buying over 120 deals a year. That's an awful lot. We need a huge team. So we have 56 people rapidly growing to be able to provide good valuation services, to understand the assets, to do a good job with those. A big part of that, though, also, Alex, is that we've already done over 550 deals.

1:00:24We're in about 2000 funds. And as you go to buy funds again with team members who we've been very fortunate, very low turnover, who have bought these time and again, we can be not just more accurate with our valuation work, but also quick and responsive to sellers. And I think, look, I think in our industry, customer service and white glove service to sellers is very important. So we also try to be a great counterparty and easy to work with. We provide project management services as we're closing deals to provide very clear transparency to timing and progress as we close deals. So customer service is a big part of it.

1:01:03Customer service scale. Look, we're also investing in new information processing approaches. So in the secondary industry, you'll see that a few of the very largest players have been investing a lot of money in machine learning and AI. and we believe that that's an opportunity that we're also investing in. I don't think we're at the point at all where you'd press a button and pricing comes out or they'll make your investment committee decisions for you. But I do believe that information, that we're sitting on tons of information based on all of the buying that we've done is becoming more accessible.

1:01:38And also you can have more productivity from the information that you have by overlaying technology. That's another podcast. I just wanted to ask you just a couple of questions about your outlook for private markets and secondaries. What do you see going forward? We've had pretty significant growth. How do you see it playing out? So look, private equity has been growing 12 % a year for a very long period of time. and I don't see any reason that would not continue. Part of the thing is the overall industry, GDP continues to grow by a little bit, but I think the private markets are a little more attractive than public markets in general.

1:02:24The costs of being public, if anything, are increasing and becoming more difficult. If we look at the secondary industry, turnover right now on the limited partnership side is just over a percent, and it's just over a percent on the GP-led side. given that it provides more value to the industry to have a higher rate of turnover. So we're talking about like if you can never sell a car, the car is worth less to you than if you could sell your car every few years. And if you're on a lease, even better, you can get a new car every three years, like clockwork, every two or three years. So we provide value to the industry.

1:02:59We increase the value of assets. We provide value to sellers. Sellers, I think, look, will benefit from having better liquidity. So I think it's hard to argue that a status quo turnover rate of assets in the industry should be much higher than the current 2%. Should it be 5 % or 10 %? Should it be public stock market level 100 %? I don't know the answer. But you could also tie into there some deeper questions, Alex, on the structure of the private equity industry. So today, from the very beginning of this podcast, we talked about how individual private equity funds will bring in investors and you'll get pooled into a group of 15 to 25 companies.

1:03:38And then you're stuck with that vehicle for 10 to 15 years. Is that the right construct for the next 20 years to have everything pooled this way? It may be. I don't know. But maybe those get broken up into smaller pieces. Maybe there's different ways to do that. I don't know. But look, I think if anything, I've seen a tremendous amount of innovation on the secondary industry over the past number of years. I think the private equity industry is always looking to innovate. So I would expect to see lots of change and growth for a while. Are there any major risks that you're thinking about that you'd like to share?

1:04:15So look, unfortunately, the risks that actually scare me, I don't think there's a lot you can do much about. So if there was a situation of hyperinflation, think of where in other countries where they start adding zeros on bills because you just can't keep up. if the bond markets were yielding 100 % a year, we'd be very challenged to keep up with that. And that would take all the capital. And it'd be like, so like hyper, like, so I think the scary areas would be like hyperinflation, you know, government regulation. If like, look, it's created increased costs for public companies. If it's done the right way in privates, could it help a little bit?

1:04:55Maybe, could it cause harm potentially? But I think as long as we really focus on doing an extremely good job at what we're doing, we'll provide good value to the industry, good value to our investors, good value to sellers. So I think the big risks are sort of out of my control. Mike, the last question I have for you is, do you have a unique insight that you'd like to share with investors, perhaps something they may not have considered before? Look, when you're looking at investing, whether it's investing in a fund or a deal or any type of transaction, one thing I like to think about with regards to whether it might be a good deal or not is why me?

1:05:41So if you're going to invest in a private equity fund, why are you the right allocator to pick that fund over other funds? If you're going to invest in a public stock, why are you the person who could be smarter than a hedge fund or a mutual fund in picking that public stock? If there's not a compelling reason for why you're the right person, it might not be the right approach. So that's, we talked before about going into index funds. I believe in indexing. I don't see how I could possibly beat the market on picking a public stock. So I think the question of like, why me? And then like, look, we look at a lot of deals where there could be one or two other competitors.

1:06:17I want to know why Klein Hill is the right firm to buy that asset at the right price. And you want to understand what that is. And then that helps you learn where you may have advantages and to grow those advantages. But I think it's always good to ask, why me when investing? And that obviously works a lot better in private markets where there's less competition, less availability of information. A lot of it is relationship-based. There's oftentimes a lot more answers to your question of why me in that arena. Mike, you've been very generous with your time and I appreciate you sharing all your insights with us today.

1:06:53Thank you. Hey, Alex, thank you so much.

1:07:24This podcast is provided for informational purposes only and should not be relied upon as legal, business, investment, or tax advice. All opinions expressed by podcast participants are solely their own opinions and do not necessarily reflect the opinions of Evoque Advisors, their affiliates, or companies featured. Due to industry regulations, participants on this podcast are instructed not to make specific trade recommendations, nor reference past or potential profits. and listeners are reminded that securities trading, commodity trading, and alternative investments are complex and carry a risk of substantial losses.

1:07:59As such, they are not suitable for all investors.

1:08:05Listeners should be aware that guests featured on The Insightful Investor may have current or past associations with Evoke advisors or the host, including as an investment manager of a private fund opportunity by Evoke or access through an affiliated Evoke fund or as a client. Participation as a guest on the podcast should not be perceived as an endorsement or testimonial with respect to Evoke Advisors, the podcast host, or their services. Similarly, the inclusion of a guest on the podcast does not imply that Evoke Advisors or the host endorses the guest or any company with which they may be affiliated or employed.

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From the publisher

Mike is Founder and Managing Partner of Kline Hill Partners, a $5B alternative asset manager that invests in secondaries. Mike shares insights about the secondaries market and private investments.

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