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In a fairly hostile fundraising climate, private equity firm Berkshire Partners LLC has proved to be an exception, closing an oversubscribed, $4.5 billion fund in seven months.
While other funds have struggled and taken longer to complete, the Boston buyout house's eighth pool, almost $1.2 billion more than the prior, $3 billion fund raised in 2006, launched in January and closed July 20.
Berkshire's fundraising rode on strong investor interest, even as Berkshire pretty much "stuck to their guns" on terms, said David Kreisler, a partner at Weil, Gotshal & Manges LLP, who advised on the fundraising.
Still, the firm accommodated a slight tweak in its carried interest structure, linking it with performance. Its seventh fund sported a 25% carried interest -- or share of profits from the fund -- if it met a 7% performance hurdle. The latest vehicle provides for a 20% carry for the first six years, rising to 25% if the fund is within the top quartile in year seven. The terms also allow the general partners to recoup the 5% from the previous six years. The industry standard is 20%.
"The universal view is that it is a bad time for fundraising, and it is. The market is very crowded, but about 1% of the funds are sailing through the process," said Andrea Auerbach, managing director and head of U.S. private equity research at Cambridge Associates LLC. Auerback declined to talk about individual funds, however.
"The investor community is very focused on how to connect the dots between past and future performance," said Kevin Callaghan, a managing director at Berkshire.
All of Berkshire's eight funds have performed well, according to a source. For example, the seventh fund shows a 7% internal rate of return, and the sixth boasts a 23% IRR, according to public disclosures.
Among Berkshire's limited partners are the endowments of Harvard, Yale, Stanford, and Princeton universities, and the Massachusetts Institute of Technology, as well as new investors, including the Maine Public Employees Retirement System and public pension plans of Tennessee and Arizona. More than 75% of the investors in the fund were repeat LPs, and about 98% of the capital in Fund VII were reinvested in Fund VIII. Fund seven is still active and making investments, according to its website.
About 20% of the capital came from outside the U.S., versus only 8% in 2006.
A few other buyout shops, including Abry Partners LLC, GTCR Golder Rauner LLC and RoundTable Healthcare Partners, breezed through their fundraising processes.
Boston-based Abry closed two funds in April: Its flagship buyout fund, Fund VII, which has a 30% carry provision, brought in $1.6 billion, while Abry Advanced Securities II drew in $1.3 billion. The firm was only in the market for both funds for four months.
GTCR X closed ahead of its $3 billion target at $3.25 billion. It commenced in July 2010, had a first close in October and a final close in February. More than 85% of existing LPs re-upped, with many investing more than they had in previous funds, said David A. Donnini, a principal at Chicago-based GTCR.
Terms were basically the same, though it tightened up so-called waterfall provisions for the flow of carry to the GPs to give LPs more protection on clawback. The fund, as with prior funds, has a 20% carry.
Lake Forest, Ill., based RoundTable, a healthcare specialist in the midmarket arena, closed on $600 million in the first seven months of 2010. Industrial Growth Partners' fourth fund closed in June, raising $600 million after six months.
On the other hand, most other private equity funds have taken longer out the gate, averaging about 16 months to complete, according to London research firm Preqin Ltd.
In February Los Angeles private equity Gores Group LLC closed a $2.06 billion fund that exceeded its $1.5 billion target. But it took 18 months to close, and negotiations went back and forth on fees, a source said.
Likewise, London's BC Partners Ltd. is preparing to wrap up its ninth fund with €5.5 billion ($7.8 billion), though the firm has been pre-marketing it since 2009. The fund offered investors a 5% discount on management fees as an inducement to commit before the first close.
As with a few other large buyout funds in the market, all transaction fees charged by the BC Partners fund on portfolio companies will go to its LPs, as the recent guidelines drawn up by the Institutional Limited Partners Association recommended. Previously, only 80% of transaction fees in other BC Partners' funds went to LPs.
Vestar Capital Partners, Summit Partners and Apax Partners LLP are all in the market, though it remains to be see how their efforts will fare.
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