Private Equity and Corporate Governance. Thought of the Day 109.0

The two historical models of corporate ownership are (1) dispersed public ownership across many shareholders and (2) family-owned or closely held. Private equity ownership is a hybrid between these two models.

The main advantages of public ownership include giving a company the widest possible access to capital and, for start-up companies, more credibility with suppliers and customers. The key disadvantages are that a public listing of stock brings constant scrutiny by regulators and the media, incurs significant costs (listing, legal and other regulatory compliance costs), and creates a significant focus on short-term financial results from a dispersed base of shareholders (many of whom are not well informed). Most investors in public companies have limited ability to influence a company’s decision making because ownership is so dispersed. As a result, if a company performs poorly, these investors are inclined to sell shares instead of attempting to engage with management through the infrequent opportunities to vote on important corporate decisions. This unengaged oversight opens the possibility of managers potentially acting in ways that are contrary to the interests of shareholders.

Family-owned or closely held companies avoid regulatory and public scrutiny. The owners also have a direct say in the governance of the company, minimizing potential conflicts of interest between owners and managers. However, the funding options for these private companies are mainly limited to bank loans and other private debt financing. Raising equity capital through the private placement market is a cumbersome process that often results in a poor outcome.

Private equity firms offer a hybrid model that is sometimes more advantageous for companies that are uncomfortable with both the family-owned/closely held and public ownership models. Changes in corporate governance are generally a key driver of success for private equity investments. Private equity firms usually bring a fresh culture into corporate boards and often incentivize executives in a way that would usually not be possible in a public company. A private equity fund has a vital self-interest to improve management quality and firm performance because its investment track record is the key to raising new funds in the future. In large public companies there is often the possibility of “cross-subsidization” of less successful parts of a corporation, but this suboptimal behavior is usually not found in companies owned by private equity firms. As a result, private equity-owned companies are more likely to expose and reconfigure or sell suboptimal business segments, compared to large public companies. Companies owned by private equity firms avoid public scrutiny and quarterly earnings pressures. Because private equity funds typically have an investment horizon that is longer than the typical mutual fund or other public investor, portfolio companies can focus on longer-term restructuring and investments.

Private equity owners are fully enfranchised in all key management decisions because they appoint their partners as nonexecutive directors to the company’s board, and some- times bring in their own managers to run the company. As a result, they have strong financial incentives to maximize shareholder value. Since the managers of the company are also required to invest in the company’s equity alongside the private equity firm, they have similarly strong incentives to create long-term shareholder value. However, the significant leverage that is brought into a private equity portfolio company’s capital structure puts pressure on management to operate virtually error free. As a result, if major, unanticipated dislocations occur in the market, there is a higher probability of bankruptcy compared to either the family-owned/closely held or public company model, which includes less leverage. The high level of leverage that is often connected with private equity acquisition is not free from controversy. While it is generally agreed that debt has a disciplining effect on management and keeps them from “empire building,” it does not improve the competitive position of a firm and is often not sustainable. Limited partners demand more from private equity managers than merely buying companies based on the use of leverage. In particular, investors expect private equity managers to take an active role in corporate governance to create incremental value.

Private equity funds create competitive pressures on companies that want to avoid being acquired. CEOs and boards of public companies have been forced to review their performance and take steps to improve. In addition, they have focused more on antitakeover strategies. Many companies have initiated large share repurchase programs as a vehicle for increasing earnings per share (sometimes using new debt to finance repurchases). This effort is designed, in part, to make a potential takeover more expensive and therefore less likely. Companies consider adding debt to their balance sheet in order to reduce the overall cost of capital and achieve higher returns on equity. This strategy is sometimes pursued as a direct response to the potential for a private equity takeover. However, increasing leverage runs the risk of lower credit ratings on debt, which increases the cost of debt capital and reduces the margin for error. Although some managers are able to manage a more leveraged balance sheet, others are ill equipped, which can result in a reduction in shareholder value through mismanagement.

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(Il)liquid Hedge Lock-Ups. Thought of the Day 107.0

Hedge funds have historically limited their participation in illiquid investments, preferring to match their investment horizon to the typical one-year lock-up periods that their investors agree to. However, many hedge funds have increasingly invested in illiquid assets in an effort to augment returns. For example, they have invested in private investments in public equity (PIPEs), acquiring large minority holdings in public companies. Their purchases of CDOs and CLOs (collateralized loan obligations) are also somewhat illiquid, since these fixed income securities are difficult to price and there is a limited secondary market during times of crisis. In addition, hedge funds have participated in loans, and invested in physical assets. Sometimes, investments that were intended to be held for less than one year have become long-term, illiquid assets when the assets depreciated and hedge funds decided to continue holding the assets until values recovered, rather than selling at a loss. It is estimated that more than 20% of total assets under management by hedge funds are illiquid, hard-to-price assets. This makes hedge fund asset valuation difficult, and has created a mismatch between hedge fund assets and liabilities, giving rise to significant problems when investors attempt to withdraw their cash at the end of lock-up periods.

Hedge funds generally focus their investment strategies on financial assets that are liquid and able to be readily priced based on reported prices in the market for those assets or by reference to comparable assets that have a discernible price. Since most of these assets can be valued and sold over a short period of time to generate cash, hedge funds permit investors to invest in or withdraw money from the fund at regular intervals and managers receive performance fees based on quarterly mark-to-market valuations. However, in order to match up maturities of assets and liabilities for each investment strategy, most hedge funds have the ability to prevent invested capital from being withdrawn during certain periods of time. They achieve this though “lock-up” and “gate” provisions that are included in investment agreements with their investors.

A lock-up provision provides that during an initial investment period of, typically, one to two years, an investor is not allowed to withdraw any money from the fund. Generally, the lock-up period is a function of the investment strategy that is being pursued. Sometimes, lock-up periods are modified for specific investors through the use of a side letter agreement. However, this can become problematic because of the resulting different effective lock-up periods that apply to different investors who invest at the same time in the same fund. Also, this can trigger “most favored nations” provisions in other investor agreements.

A gate is a restriction that limits the amount of withdrawals during a quarterly or semi- annual redemption period after the lock-up period expires. Typically gates are percentages of a fund’s capital that can be withdrawn on a scheduled redemption date. A gate of 10 to 20% is common. A gate provision allows the hedge fund to increase exposure to illiquid assets without facing a liquidity crisis. In addition, it offers some protection to investors that do not attempt to withdraw funds because if withdrawals are too high, assets might have to be sold by the hedge fund at disadvantageous prices, causing a potential reduction in investment returns for remaining investors. During 2008 and 2009, as many hedge fund investors attempted to withdraw money based on poor returns and concerns about the financial crisis, there was considerable frustration and some litigation directed at hedge fund gate provisions.

Hedge funds sometimes use a “side pocket” account to house comparatively illiquid or hard-to-value assets. Once an asset is designated for inclusion in a side pocket, new investors don’t participate in the returns from this asset. When existing investors withdraw money from the hedge fund, they remain as investors in the side pocket asset until it either is sold or becomes liquid through a monetization event such as an IPO. Management fees are typically charged on side pocket assets based on their cost, rather than a mark-to-market value of the asset. Incentive fees are charged based on realized proceeds when the asset is sold. Usually, there is no requirement to force the sale of side pocket investments by a specific date. Sometimes, investors accuse hedge funds of putting distressed assets that were intended to be sold during a one-year horizon into a side pocket account to avoid dragging down the returns of the overall fund. Investors are concerned about unexpected illiquidity arising from a side pocket and the potential for even greater losses if a distressed asset that has been placed there continues to decline in value. Fund managers sometimes use even more drastic options to limit withdrawals, such as suspending all redemption rights (but only in the most dire circumstances).

Potential Synapses. Thought of the Day 52.0

For a neuron to recognize a pattern of activity it requires a set of co-located synapses (typically fifteen to twenty) that connect to a subset of the cells that are active in the pattern to be recognized. Learning to recognize a new pattern is accomplished by the formation of a set of new synapses collocated on a dendritic segment.

Figure: Learning by growing new synapses. Learning in an HTM neuron is modeled by the growth of new synapses from a set of potential synapses. A “permanence” value is assigned to each potential synapse and represents the growth of the synapse. Learning occurs by incrementing or decrementing permanence values. The synapse weight is a binary value set to 1 if the permanence is above a threshold.

Figure shows how we model the formation of new synapses in a simulated Hierarchical Temporal Memory (HTM) neuron. For each dendritic segment we maintain a set of “potential” synapses between the dendritic segment and other cells in the network that could potentially form a synapse with the segment. The number of potential synapses is larger than the number of actual synapses. We assign each potential synapse a scalar value called “permanence” which represents stages of growth of the synapse. A permanence value close to zero represents an axon and dendrite with the potential to form a synapse but that have not commenced growing one. A 1.0 permanence value represents an axon and dendrite with a large fully formed synapse.

The permanence value is incremented and decremented using a Hebbian-like rule. If the permanence value exceeds a threshold, such as 0.3, then the weight of the synapse is 1, if the permanence value is at or below the threshold then the weight of the synapse is 0. The threshold represents the establishment of a synapse, albeit one that could easily disappear. A synapse with a permanence value of 1.0 has the same effect as a synapse with a permanence value at threshold but is not as easily forgotten. Using a scalar permanence value enables on-line learning in the presence of noise. A previously unseen input pattern could be noise or it could be the start of a new trend that will repeat in the future. By growing new synapses, the network can start to learn a new pattern when it is first encountered, but only act differently after several presentations of the new pattern. Increasing permanence beyond the threshold means that patterns experienced more than others will take longer to forget.

HTM neurons and HTM networks rely on distributed patterns of cell activity, thus the activation strength of any one neuron or synapse is not very important. Therefore, in HTM simulations we model neuron activations and synapse weights with binary states. Additionally, it is well known that biological synapses are stochastic, so a neocortical theory cannot require precision of synaptic efficacy. Although scalar states and weights might improve performance, they are not required from a theoretical point of view.