The largest public pension in Texas won’t back up its big talk.
Three months ago, The Teacher Retirement System of Texas announced that it had selected Apollo Global Management (APO) and Kohlberg Kravis Roberts & Co. (KKR) to each manage $3 billion. It was a huge announcement, with many believing that it could lead to a realignment of relationships between large public pension systems and top private equity firms.
Here was the basic value proposition: The private equity firms each would get to boost their assets under management by $3 billion, with a single stroke of the pen. That’s a big deal for any firm, but of particular import for publicly-traded shops like Apollo and KKR. In exchange for its up-front largesse, TRS would receive certain concessions on fund fees and other investment-related expenses.
Fast forward to today: We know that the private equity firms have gotten their commitments. But we have no idea what term concessions, if any, TRS has received.
This is important, because such long-term agreements actually can result in higher-than-normal fees if not executed properly. For example, imagine that TRS agreed to pay 80 basis points in annual management fees and 15% carried interest on its commitments. Both are below-market terms (usually 200bp and 20%), but certain recycling provisions could mean that TRS would actually pay around $4.5 billion in fees over a 15-year period (based on a 15% annual return and no provision excluding fee payments on uncommitted capital).
I’m not alleging that TRS struck a bad deal with Apollo and KKR. What I am saying, however, is that its silence on the matter is violating the spirit of transparency under which most public pension systems operate.
Let me explain:
TRS held a board meeting last November 4, in which it first disclosed the agreements with Apollo and KKR. Steve LeBlanc, a senior managing director of private markets at TRS, said that the agreements would be “ILPA-compliant.”
For the uninitiated, ILPA is a group of institutional investors in private equity (including TRS) that has developed a set of best practices to govern the LP-GP relationship. For example, ILPA principles suggest that all deal fees should accrue to limited partners. It also believes funds should feature a “waterfall” — which basically means limited partners get all of their drawn-down principal returned before general partners begin to collect carried interest. Many private equity firms have endorsed the ILPA principles, but very few adhere to each and every one of them.
But LeBlanc’s statement implied that both Apollo and KKR would, indeed, be in full compliance. So I emailed TRS communications director Howard Goldman, to make sure that LeBlanc had not misspoken. After a couple of days, Goldman told me that TRS could not comment because the agreements had not yet been executed. So I waited.
Then KKR announced quarterly earnings last week, and announced that its deal with TRS was signed. So I emailed Goldman back, to see if the now-executed agreements were fully compliant with ILPA principles. After a couple of days of waiting, he sent the following:
Wait a minute. What on earth is “TRS-ILPA compliant?” Seems to be a pretty big qualifier, and now only “certain” ILPA terms apply? So I asked for additional clarification. What came back was kind of stunning:
TRS might have adopted the ILPA guidelines, but apparently it’s applying its own secret version of them. Do as we say, not as we do.
And I did look at the “Texas Way” document, which provides as much relevant information as a standard-issue chewing gum wrapper. Remember, it was TRS that first said it would be ILPA compliant. And it’s TRS staffers who go on business television networks, talking about how they’re fighting the good fight on private equity governance. But when you ask them to get specific, TRS hides behind bogus, self-constructed propriety.
I called Goldman last night after receiving the aforementioned email. He said he was on his way out of the office, and that it was too late to talk (note: it was later in Boston, where I’m based). He suggested I ring “late morning” today. Upon doing so, I only received an email in reply, saying “Unfortunately, there is no one who can speak with you at this time.”
So much for transparency.
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