How to spot the difference between the good, bad and ugly of private markets
While the meaning of the spaghetti western The Good, the Bad and The Ugly, starring Clint Eastwood, may be up for interpretation, the good, bad and ugly of private markets is far more concrete.
And thank God for that - given that there has been a proliferation in private market managers in recent years - in everything from private equity, private debt, commercial real estate debt and everything in between.
Thanks to the rapid tick-up in private market managers, the deal-sourcing market has become increasingly competitive - meaning, the big established players are far more likely to secure the best deals, while the newer, smaller players are left with the dregs.
So, how do you spot the good, bad and ugly of both private market managers and the deals they are enticing investors with?
You'll find out in this episode of The Pitch, with the help of a private market veteran with nearly 30 years of experience - Kelli Marti, Senior Managing Director, Portfolio Investment Strategist, Churchill Asset Management, by Nuveen
Note: This episode of The Pitch was recorded on Thursday 15 August 2024. You can watch the video or read a transcript below.
Edited Transcript
Kelli Marti: Thank you so much for having me. It's a pleasure to be here.
Ally Selby: Let's go back to basics. What sets Churchill apart from the rest of the pack, both here and overseas?Introduction to Churchill Asset Management
Kelli Marti: Absolutely. So Churchill is unique in the sense that we've been investing in the US middle market for over 18 years. And when investors are looking to invest in our funds, they have the ability to see a very long-term track record and our performance throughout various market cycles.
Another thing that differentiates us is our sourcing strategy. As we're sourcing transaction opportunities from private equity sponsors, we have consistency of deal flow, seeing transactions from private equity sponsors because we're investing in over 300 private equity funds. That's a distinct competitive advantage for us.
The other thing would be our scale. Churchill has now amassed US$50 billion of committed capital. As we're approaching these deal opportunities in the market, we have the dry powder and the ability to speak for the entire transaction, be that US$300-$400 million transactions and sponsors like to see that scale in an asset manager that they choose to align with. They want to see scale at the onset as well as dry powder to support the businesses going forward. And we can certainly show them that.
The deal-sourcing market is competitive
Kelli Marti: It's quite competitive. The market has really changed. We get a lot of questions about new entrants and how are they sourcing deal flow. And to be honest, it's very difficult to source new deal flow as a new entrant into the market. And the reason why is that the deal opportunities come directly from the private equity sponsors. So if you don't have a long-term relationship with that sponsor or really a reason to exist in their eyes, it's going to be difficult to see their transactions.
What used to happen was that a lender would be awarded the lead title in a transaction and then they would sell parts of that loan to other participants in the market. That doesn't exist anymore. The sponsor is dictating who is shown the transaction and who has allocated the deal. So again, it's that very relationship-driven process with the private equity sponsors that's going to ensure your success.
Kelli Marti: We differentiate between the public markets and the private markets. So the public markets, to your point, are very price driven and we call that transactional driven, whereas the private markets, it's all about relationships. And again, the deal sourcing and the way to actually execute transactions is very much based on relationships, trust, long-term track record and history.
Ally Selby: Let's go a little bit deeper into that. What is the secret sauce in your mind to a good private capital deal?The secret sauce of a good private capital deal
Kelli Marti: Sure. There are really three components to it. One, of course, is the company, right? Is it a strong performer? Does it meet the investment characteristics we like to see in a business? Two, is the private equity sponsor buying the business. You want to make sure that it's a private equity sponsor that you know, that you trust, that you can again analyse their track record and make sure you're aligning with a top-notch equity sponsor.
And the third component is the structure of the transaction. I mean, you can have a great business and you can have a great sponsor, but you can structure that transaction too aggressively and that's going to lead to trouble. So what you want to do is make sure you're structuring that transaction with a conservative lens and importantly aligning the lender and the sponsor.
Typically, what we want to see is the sponsor investing more capital in the transaction than the lender - because the alignment of interest is going to make sure that the interests are where you want to see them down the road if you're starting to address amendments or something down the road from a financial performance perspective.
The good, the bad, and the ugly of deals
Kelli Marti: As far as what we like to see in the businesses that we choose to finance market leadership, we want to see a strong reason to exist. And the reason that's important is because market leaders in a particular industry do have the ability to drive pricing decisions. If you're a low market share participant in an industry, you're going to be a price follower versus a price leader.
Market leadership is very important. Strong cashflow conversion is a key attribute that we look for in businesses, and certainly non-cyclicality.
So when we see those types of attributes, we tend to get excited about the transaction and want to dive deeper into our full due diligence process. That can take several weeks. I mean, as we're assessing these businesses, we're spending three, four, or five weeks analysing the business, meeting with the management team, talking to the private equity sponsor, buying the business, really understanding their investment thesis. So again, it's a very deep dive into these investment decisions.
Things that we don't like to see in a borrower, the red flags, if you will, cyclical trends. So if you're looking at a borrower opportunity that is highly cyclical, that's going to be very difficult to underwrite and hard to cash flow model that transaction. Another red flag that we would see that would turn us off with the transaction is customer concentration. So again, if you're looking at a borrower and they have one customer that they're selling to that's 25% of their revenue, for example, you run the risk of them losing that customer and having a massive impact on that business. So that's definitely a red flag for us.
I would say a third red flag we look for is regulatory risk. If you're underwriting a business that in the status quo environment is fine from a regulatory perspective, there's no impact, but you have a line of sight into knowing that there's some regulation coming in the foreseeable future that will impact that business, that's a massive red flag. So again, there are very specific credit attributes that we look for and also specific red flags that'll turn us away.
The good, the bad, and the ugly of private managers
Another thing I would look at is track record. So for example, I mentioned Churchill. We've been investing in the US middle market for over 18 years. We have a very strong and defensible track record that our investors are able to see. If you're aligning with an asset manager who's new to this space and can't demonstrate that strong track record, that would definitely be a red flag, in my opinion.
And one additional thing I would say is scale. When you're looking at an asset manager, it's important to know that that asset manager has significant scale because again, the more capital they have to deploy, the more investment opportunities they're going to see and the more likely they're going to be leading those transactions, which is just great position to be in as an asset manager.
Learn more about the Nuveen Churchill Private Credit Income Fund here.
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