Just closed a new fund and already an investor wants out?!

How the little known ‘low-funded secondary’ can help GPs in the short and long term.

This article originally appeared in PEI’s Secondaries Investor.

Over the last 10 years, more liquidity options have become available to entrepreneurs and investors than ever before. As a secondaries fund focused on venture capital since 2002, Vintage Investment Partners has seen the maturation of the secondaries market, both in terms of secondaries of limited partnership interests in funds, as well as secondaries directs in companies – both of which are more commonplace.

For example, many large institutional investors use secondaries sales of LP interests to free up capital and rebalance their portfolios by selling older funds in order to invest in ones that are currently raising. It is also now fairly common for direct investors and shareholders to seek liquidity to align their interests with those of the startup; for US-based unicorns this has become so commonplace that it almost acts like a public market.

However, there is one area of the secondaries market within venture that is less well known: the low-funded secondaries deal.

Low-funded secondaries: a brief primer

Typical secondary buyers of LP interests in venture funds will only buy commitments where a substantial part of the capital has been called, or at least the majority. The main reason is that once a venture fund is called, say 50 percent, it has basically completed all of its initial investments and the remaining capital will go to follow-on investments in the current portfolio companies (and fees of course). As a result, a secondaries buyer is not buying into a “blindpool” and can make at least some assessment on the quality and potential of the underlying portfolio.

However, what happens if the fund is called only 30 percent, or even 15 percent, and what about 5 percent or less? At that point it may be only one to three years into the life of the fund and the portfolio is still in the process of being built. As a result, few if any secondaries buyers are willing to buy into a portfolio at such a stage.

For the investor who wants to sell, this lack of buyers can create a huge issue. It can be an extreme case where they cannot meet capital calls and will be defaulted, and their paid-in capital up to that point will be written off (putting aside the legal and reputational issues of not meeting capital calls). There could also be a more benign case where they might be forced to sell due to regulatory or portfolio rebalancing issues, which might create a situation where the default is…to default.

It clearly also puts the fund in a difficult spot. If the LP can no longer meet their calls, the GP suddenly has a hole in its capital availability, which could affect its original and future planning around investments.

While it may seem like an uncommon occurrence – an LP seeking liquidity so early in the life of the fund – Vintage has been doing such transactions for over a decade both during market ups and downs. In fact, we have done low-funded secondaries where investors have had to back out of commitments in the first year of a fund and even prior to a first call.

What to look for in a low-funded secondaries opportunity

Clearly, given that in a low-funded secondaries deal the portfolio may only be in the early stages of being built, the assessment of the deal is based more on the conviction around the fund manager. As a result, potential buyers with a fund of funds strategy are likely more suited for such deals. In fact, here at Vintage we will look at these opportunities from the lens of our fund of funds strategy versus our secondaries strategy. Nonetheless, even having a few portfolio companies can be extremely helpful to get a sense of whether the manager is staying on strategy and to assess the quality of the entrepreneurs and co-investors.

This also gels well with what a GP should be looking for in a buyer. While the buyer universe for low-funded units is more limited, a GP should still be very discerning as to who will buy the unit given it is still early in the fund’s life and again more like a primary commitment to a fund.

As a result, a GP should look at the buyer as they would any other potential primary LP who could be with them through future funds. Specifically, is the group an experienced primary fund investor? Do they have the ability to stay with us? Do they have a track record of investing through cycles? And even more so, can this be a value-add LP? In fact, the GP should look at the sale as an opportunity to strengthen the LP base by replacing a problematic LP with an engaged and helpful one…and better sooner than later.

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