The Dark Side of Private Equity

Greed is the investor’s nemesis.

I’ve been guilty of greed at times.

Luck has been on my side, and I’ve been saved from losing money. I’d like to tell you about it.

In my experiences with private equity over the last four years, the one thing that stood out was the pitch of each scheme proposed. The average pitch just sucked one in by describing a world that would appear utopic to somebody in a balanced frame of mind. When greed sets in, balance and common sense go out the window. One gets taken in by the pitch, and without doing any due diligence, one is willing to bet the farm.

The private equity teams of today have a tool up their sleeve that creates pressure on the investor, and leaves little time for due diligence. It’s called the time-window. Most schemes are proposed to the investor with a very short time-window. Either the investor is in within the window, or he or she can sit out. Lesson learnt: if one’s due diligence is taking longer than the time-window, then the scheme can go out the window rather than putting one’s hard-earned money on the line.

One of the worst starts a newbie investor can make is a good one. This happened to me as a newbie private equity investor. I got involved with the Milestone group in the middle of the financial crisis, and I invested in their REITs (Real Estate Investment Trusts). These people were honest, and the investments have yielded steady quarterly dividends since, apart from the property appreciation. I started thinking private equity was the holy grail, and that all forthcoming institutions and schemes would be like Milestone.

Big mistake. When Edelweiss knocked on my door with an 8 year lock-in real-estate scheme, I was lapping it up. One thing kept going around in my mind – the 8 year cycle they were trying to make me believe in. Wasn’t convincing, but I wanted the profits they were promising. Before signing on, it occured to me to do at least some due diligence. I insisted on a conference call with the management. During the concall, I became aware of one wrongful disclosure. The pitch had spoken of a large sum of money from overseas, already invested in the scheme. In the concall, it became apparent that these funds were tentative and had not arrived yet.

A wrongful disclosure is a big alarm bell for me. I have programmed myself in such a way that when I come across wrongful disclosure during due diligence, I axe the investment. Luckily, the mind was not totally taken in, and I stuck to this rule.

Then came Unitech. Second generation real-estate magnate. Big money. Big leverage. In a joint venture with CIG, Unitech was redeveloping the slums of Mumbai, we were told in the pitch. Each slum-dweller would be relocated with ample compensation, we were told. The scheme had a multi-page disclaimer protecting the promoters against anything and everything. Alone that should have been an alarm bell. Of course I wasn’t thinking straight when I signed the documents.

In the next few months this scheme got a few investors interested, but its corpus wasn’t enough for the first leg of investments planned. Then, Adarsh exploded. I’m talking about the Adarsh real-estate scam. CIG / Unitech could not find a single new investor for their scheme. Everyone was scared of real-estate. Then there was another explosion: the 2G scam. Sanjay Chandra, CEO of Unitech, was one of the prime accused. What would happen to my money? Was it gone?

I got together with my bankers, and for more than a month, we steam-rolled the CIG / Unitech office in Delhi with emails and phone-calls, asking for the money to be returned with interest, since the scheme had not gotten off the ground. Luck was on our side, and after a thorough documentation process from their end, I received my entire amount with interest, one day before Sanjay Chandra was sent to jail.

Moral of the story: double your due diligence when you feel greed setting in. Don’t get taken in by fancy pitches. Don’t get pressurized into time-windows. Tackle the dark-side of private equity with a clear mind and full focus.

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And what’s so cool about Private Equity?

-> that it’s private, i.e. for example no masses prevalent that can dump stock to make a company sink.

-> that the underlying is not quoted on a stock market, so you are definitely not following your investment on a day to day basis, but only on a quarter to quarter basis.

-> that each deal is scanned and studied thoroughly, and its price negotiated extensively.

-> that deal exclusivity also leads to price exclusivity.

-> that deal anonymity leads to an unrealistically low Price/Earnings multiple at purchase.

-> that deal transformation and resale at IPO level can translate into huge Price/Earnings ratio differentials – in other words, when the public is allowed to purchase a company on the stock market that has been nurtured by a Private Equity house that has brought it to IPO level, the Private Equity house makes a killing, because it dumps all its shares on to the public in the first 2 days as the IPO opens.

-> that the high management fee, at least till now in India, buys quality professionalism that investigates and seals your investments for you. As of now, there’s less riff-raff in this field in India. Here’s my rating amongst the companies I have dealt with:

1). Milestone Capital – excellent corporate governance, sound real-estate deals, foraying into education and healthcare – the best.
2). ICICI Venture – a very close second. Happy with them. Good appreciation of 65% of deals.
3). Franklin Templeton Private Equity – good, a little slow, but steady.
4). Cinema Capital – ok, nothing unusual till now.
5). Edelweiss – avoid, lack of disclosure.

-> that for another 2-3 years, entry will still be exclusive, and after that the entry barriers will be too low to make the returns being generated currently.

-> that the inflow of foreign funds to India currently is still very small, and can grow exponentially if conditions here keep improving. And what are the bulk of these funds looking for? Private equity holdings.