How to spot the difference between the good, bad and ugly of private markets

In this episode of The Pitch, a private markets expert with nearly three decades of experience puts deals and managers to the test.
Ally Selby

Livewire 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 

Ally Selby: Hello and welcome to the Pitch brought to you by Livewire Markets. I'm Ally Selby. Over the last few years, we've seen this real proliferation of private market asset managers as the industry has gained momentum. So today we're going to be trying to learn how you can distinguish the good, the bad, and the ugly in both deals and asset managers. And to do that, we're joined by Kelli Marti from Churchill. Thank you so much for joining us today, Kelli. It's really awesome to feature you here in Australia and feature you on The Pitch.

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.

Ally Selby: How competitive is that deal-sourcing market?

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.

Ally Selby: I feel like that's quite surprising. I would've thought that it's more so about the price rather than those relationships at the end of the day.

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.

Ally Selby: What is the good, the bad, and the ugly of deals?

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.

Ally Selby: How about when it comes to managers? At the beginning, in the intro, I talked about there being this proliferation of private credit and private debt managers, in Australia at least, I'm not sure what's happening in the US if it's the same. What do you think it takes to distinguish the good, the bad, and the ugly from those managers themselves?

The good, the bad, and the ugly of private managers  

Kelli Marti: Yeah, absolutely. I'd say a couple of components, first and foremost. One is their sourcing strategy. How are they seeing these transaction opportunities from the sponsors? If they have a reason to exist in the sponsor's eyes and they're seeing a lot of deal flow, they can be highly selective. If you're an asset manager that's kind of seeing the roll off of other asset managers, the deals they're turning down, that's not a great position to be in because you're going to be saying yes to transactions that probably don't have the high creditworthiness that you expect.

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.

Ally Selby: Okay, well thank you so much for your time today. It was awesome to feature you on The Pitch. If you enjoyed that too, don't forget to subscribe to Livewire's YouTube channel. We're adding so much great content just like this every single week.

Learn more about the Nuveen Churchill Private Credit Income Fund here. 

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This information has been prepared for use only by wholesale clients (as defined under the Corporations Act 2001 (Cth)) by Nuveen Australia Limited (ABN 981.686.90444) (AFSL 460770). The statements contained herein represent the views and opinions of Nuveen as of the August 15, 2024 and may change without notice at any time based on market and/or other conditions and may not come to pass. All investments carry a certain degree of risk, including possible loss of principal, and there is no assurance that an investment will provide positive performance over any period of time. Past performance does not guarantee future results. Investments in middle market loans are subject to certain risks such as: credit, limited liquidity, interest rate, currency, prepayment and extension, inflation, and risk of capital loss. Private equity and private debt investments, like alternative investments are not suitable for all investors given they are speculative, subject to substantial risks including the risks associated with limited liquidity, the potential use of leverage, potential short sales, concentrated investments and may involve complex tax structures and investment strategies. Video was filmed on August 15, 2024 Featured Speaker: Kelli Marti, Senior Managing Director and Portfolio Investment Strategist at Churchill Asset Management. Churchill Asset Management is a registered investment adviser and affiliate of Nuveen, LLC Notice 9:49 GVD-3806050PF-E0824W Livewire gives readers access to information and educational content provided by financial services professionals and companies (“Livewire Contributors”). Livewire does not operate under an Australian financial services licence and relies on the exemption available under section 911A(2)(eb) of the Corporations Act 2001 (Cth) in respect of any advice given. Any advice on this site is general in nature and does not take into consideration your objectives, financial situation or needs. Before making a decision please consider these and any relevant Product Disclosure Statement. Livewire has commercial relationships with some Livewire Contributors.

Ally Selby
Deputy Managing Editor
Livewire Markets

Ally Selby is the deputy managing editor at Livewire Markets, joining the team at the end of 2020. She loves all things investing, financial literacy and content creation, having previously worked for the likes of Financial Standard, Pedestrian...

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