Text extracted via OCR from the original document. May contain errors from the scanning process.
GLDUS128 Patrick Gerschel
CONFIDENTIAL
Glendower Access Secondary Opportunities IV (U.S.), L.P.
Overview
April 2018
ONLY
EFTA01444246
GLDUS128 Patrick Gerschel
Important Information
The information contained herein (the "Presentation") is for informational
and discussion purposes only and is not, and may not be relied on in any
manner as, legal, tax or investment advice, any recommendation or opinion
regarding the appropriateness or suitability of any investment or strategy,
or as an offer to sell or a solicitation ofan offer to buy an interest in
Glendower Capital Secondary Opportunities Fund IV, LP (the "Underlying
Fund") or
Glendower Access Secondary Opportunities IV (U.S.), L.P. (the "Access
Fund"). A private offering of interests in the Access Fund will be made only
pursuant to the Access Fund's Private Placement Memorandum (the "Offering
Memorandum"), which will be furnished only to qualified prospective
investors on a confidential basis. The Presentation is qualified in its
entirety by reference to the Offering Memorandum, which contains more
detailed
information about the Access Fund's investment objective, terms and
conditions and also contains tax information and risk disclosures that are
important to any investment decision regarding the Access Fund. No person
has been authorized to make any statement concerning the Access Fund
other than as set forth in the Offering Memorandum and any such statements,
if made, may not be relied upon. The information contained herein must
be kept strictly confidential and may not be reproduced or redistributed in
any format without the approval of the General Partner of the Access Fund
and the General Partner ofthe Underlying Fund.
This Presentation, other than the description of the Access Fund Terms, was
not created for the Access Fund and does not describe an investment in
the Access Fund. There are important differences between the Access Fund and
the Underlying Fund described in the Presentation. An investment in
the Access Fund is not suitable for all investors. Prospective investors
should be aware that investing in the Access Fund involves a high degree of
risk. There can be no assurance that the Access Fund or the Underlying Fund
will achieve their investment objectives or that investors will receive a
return on their capital. The possibility of partial or total loss of capital
will exist and prospective investors must be prepared to bear capital losses
that
may result from investments. There will be restrictions on transferring
interests in the Access Fund, investments may be leveraged and the investment
performance may be volatile. Before deciding to invest in the Access Fund,
prospective investors should read the Offering Memorandum and pay
particular attention to the Risk Factors contained therein. The fees and
expenses charged in an investment in the Access Fund may be higher than the
fees and expenses of other investment alternatives and may offset profits.
Both the Access Fund and the Underlying Fund impose administrative or
management fees, custodial accounting and other service fees, performance
allocations and other expenses that will reduce returns. Investors should
have the financial ability and willingness to accept the risk
characteristics of the Access Fund's investments. Potential conflicts of
interest may arise
between the General Partner and the Limited Partners, such conflicts of
interest are describedmore fully in the Offering Memorandum.
EFTA01444247
In considering any performance data contained in the Presentation, you
should bear in mind that past or targeted performance is not indicative of
future results, and there can be no assurance that the Access Fund or the
Underlying Fund will achieve comparable results. Prospective investors
should also bear in mind that past or targeted portfolio characteristics are
not indicative of future portfolio characteristics and there can be no
assurance that any fund will have comparable portfolio characteristics or
that target portfolio characteristics will be achieved. The value of
investments
can go down as well as up. In addition, there can be no assurance that
unrealized investments will be realized at the valuations shown as actual
realized returns will depend on, among other factors, future operating
results, the value of the assets and market conditions at the time of
disposition,
any related transaction costs, and the timing and manner of sale, all
ofwhich may be different from the assumptions on which the valuations
contained
herein are based. IRRs presented on a "gross" basis do not reflect any
management fees, carried interest, taxes and allocable expenses borne by
investors, which in the aggregate may be substantial. Therefore, actual
performance of the Underlying Fund after deduction ofsuch fees and expenses
would be lower than the gross performance reflected in this Presentation.
Further, investors in the Access Fund will experience lower returns than
investors committing directly to the Underlying Fund as a result of the
additional fees and expenses associated with an investment in the Access
Fund. Nothing contained herein should be deemed to be prediction or
projection of future performance ofthe Underlying Fund or the Access Fund.
ONLY
2
EFTA01444248
GLDUS128 Patrick Gerschel
Important Information (Continued)
NOTE: Historical returns presented herein do not include any fees and
expenses that would be associated with an investment in the Access
Fund, which would have the effect oflowering the net returns experienced by
an investor.
Benchmarks and financial indices are shown for illustrative purposes only
and are provided for the purpose ofmaking general market data available as
a point of reference only. Such benchmarks and financial indices may not be
available for direct investment, may be unmanaged, assume
reinvestment of income, do not reflect the impact of any trading commissions
and costs, management or performance fees, and have limitations when
used for comparison or other purposes because they, among other reasons, may
have different trading strategy, volatility, credit or other material
characteristics. No representation is made that any benchmark or index is an
appropriate measure for comparison.
Alternative investments often are speculative and include a high degree of
risk. Investors could lose all or a substantial amount of their investment.
Alternative investments are suitable only for eligible, long-term investors
who are willing to forgo liquidity and put capital at risk for an indefinite
period
of time. They may be highly illiquid and can engage in leverage and other
speculative practices that may increase the volatility and risk of loss.
Alternative Investments typically have higher fees than traditional
investments. Investors should carefully review and consider potential risks
before
investing. Certain of these risks may include but are not limited to:
• Loss of all or a substantial portion ofthe investment due to leveraging,
short-selling, or other speculative practices;
• Lack of liquidity in that there may be no secondary market for a fund;
• Volatility of returns;
• Restrictions on transferring interests in a fund;
• Potential lack of diversification and resulting higher risk due to
concentration of trading authority when a single advisor is utilized;
Absence of
information regarding valuations and pricing;
• Complex tax structures and delays in tax reporting;
• Less regulation and higher fees than mutual funds; and
• Risks associated with the operations, personnel, and processes of the
manager
Purchasers of Interests will be limited partners in the Access Fund and will
not be limited partners of the Underlying Fund, will have no direct
interestin
the Underlying Fund, will have no voting rights in the Underlying Fund and
will have no standing or recourse against the Underlying Fund or the
General Partner or Manager of the Underlying Fund or their respective
officers, directors, members, partners, shareholders or employees, agents or
affiliates (or any officer, director, member, partner, shareholder, employee
or agent of any such affiliate). The offering of interests is not, and
should not be considered, an offering of limited partner interests in the
Underlying Fund. Moreover, none of the Access Fund, the General Partner of
EFTA01444249
the Access Fund or any of their respective affiliates has the right to
participate in the control, management or operations of the Underlying Fund
or has
any discretion over the management of the Underlying Fund. Both the Access
Fund and the Underlying Fund impose administrative or management
fees, custodial accounting and other service fees, performance allocations
and other expenses that will reduce returns. Returns to limited partnersin
the Access Fund will be lower than those from a direct investment in the
Underlying Fund. iCapital Advisors, LLC, a subsidiary of Institutional
Capital
Network, Inc. (d/b/a iCapital Network), is an investment adviser registered
with the U.S. Securities and Exchange Commission ("SEC"). The
registrations and memberships above in no way imply that the SEC has
endorsed the entities, products or services discussed herein. Additional
Information is available upon request.
ONLY
3
EFTA01444250
GLDUS128 Patrick Gerschel
Additional Disclosures Regarding Certain Risk Factors
The risks associated with investing in a private equity fund generally
include:
• Limited Regulatory Oversight - Since private equity funds are typically
private investments, they do not face the same oversight and scrutiny from
financial regulatory entities such as the Securities and Exchange Commission
("SEC") and are not subject to the same regulatory requirements as
regulated investment companies, (i.e., open-end or closed-end mutual funds)
including requirements for such entities to provide certain periodic
pricing and valuation information to investors. Private equity offering
documents are not reviewed or approved by the SEC or any US state
securities administrator or any other regulatory body. Also, managers may
not be required by law or regulation to supply investors with their
portfolio holdings, pricing, or valuation information.
• Portfolio Concentration; Volatility - Many private equity funds may have a
more concentrated or less diversified portfolio than an average mutual
fund. While a more concentrated portfolio can have good results when a
manager is correct, it can also cause a portfolio to have higher volatility.
• Strategy Risk - Many private equity funds employ a single investment
strategy. Thus, a private equity fund may be subject to strategy risk,
associated with the failure or deterioration ofan entire strategy.
• Use of Leverage and Other Speculative Investment Practices - Since many
private equity fund managers use leverage and speculative investment
strategies such as options, investors should be aware of the potential
risks. When used prudently and for the purpose of risk reduction, these
instruments can add value to a portfolio. However, when leverage is used
excessively and the market goes down, a portfolio can suffer
tremendously. When options are used to speculate (i.e., buy calls, short
puts), a portfolio's returns can suffer and the risk of the portfolio can
increase.
• Valuations — Further there have been a number ofhigh profile instances
where private equity fund managers have mispriced portfolios, either as an
act of fraud or negligence.
• Performance - Past performance is not necessarily indicative and is not a
guarantee of a private equity fund's future results or performance. Some
private equity funds may have little or no operating history or performance
and may use hypothetical or pro forma performance that may not reflect
actual trading done by the manager or advisor and should be reviewed
carefully. Investors should not place undue reliance on hypothetical or pro
forma performance.
• Limited Liquidity - Investors in private equity funds have limited rights
to transfer their investments. In addition, since private equity funds are
not
listed on any exchange, it is not expected that there will be a secondary
market for them. Repurchases may be available, but only on a limited
basis. A private equity fund's manager may deny a request to transfer if it
determines that the transfer may result in adverse legal or tax
consequences for the private equity fund.
• Tax Risks — Investors in certain jurisdictions and in private equity funds
generally may be subject to pass-through tax treatment on their investment.
EFTA01444251
This may result in an investor incurring tax liabilities during a year in
which the investor does not receive a distribution of any cash from the
fund. In
addition, an investor may not receive any or only limited tax information
from private equity funds and may not receive tax information from
underlying managers in a sufficiently timely manner to enable an investor to
file its return without requesting an extension of time to file. In certain
jurisdictions a lack oftax information may result in an investor being taxed
on a deemed basis at an adverse rate of tax.
• Fees and Expenses - Most private equity funds charge both an asset-based
management fee and a performance-based incentive fee or allocation.
As a result, the fees and expenses associated with private equity investing
may exceed those ofa long-onlymutual fund.
• Reliance on Fund Manager; Lack of Transparency - A private equity fund's
manager or general partner has total investment authority over the
private fund. There is often a lack of transparency as to a private equity
fund's underlying investments. Because of this lack of transparency, an
investor may be unable to monitor the specific investments made by the
private equity fund or to know whether the investments are consistent with
the private equity fund's historic investment philosophy or risk levels. Due
to the risks mentioned above, it is important to perform proper due
diligence in evaluating and choosing private equity fund managers to place
your money with. There have been occasions when private equity fund
managers took on too much risk in their portfolio and lost a substantial
amount of their investors' money.
ONLY
4
EFTA01444252
GLDUS128 Patrick Gerschel
Summary of Key Terms
This is a summary of terms only. This summary of the Access Fund's terms is
qualified in its entirety by the Private Placement Memorandum of the Access
Fund, as may be amended and
restated or supplemented from time to time, and the Amended and Restated
Limited Partnership Agreement of the Access Fund.
Underlying Fund
Fund Name
General Partner
Investment Manager
Structure
Strategy
Minimum Commitment
Target Size
Fund Term
Capital Calls
Investment Period
Administrator
Legal Counsel
Reporting
Placement Fee
Management Fee3
Investment Period
Two Years after the end
of the Investment Period
Thereafter through the
end of the Fund terms
Carried interest
Subsequent Closing Fee
(if not first close)
Glendower Capital Secondary Opportunities Fund IV, LP
Glendower Capital SOF IV (GP) Limited
Glendower Capital, LLP
English Private Fund Limited Partnership
Invest in private equity assets on the secondary market globally
$5 million
$1.75 billion
7 years from the date of the Underlying Fund's Final Admission Date plus up
to 5
1
one-year extensions (the first 3 one-year extensions are at the discretion of
Glendower and the final 2 one-year extensions require the consent of the SOF
IV
advisory committee)
For the purposes of making investments and/or paying expenses; generally upon
12 business days' prior written notice
Four years from the Underlying Fund's Final Admission Date
1
An AIFMD-compliant depositary will be appointed by the Fund prior to the
Underlying Fund's first closing. This first closing will not occur prior to
EFTA01444253
the date on
which such AIFMD-compliant depositary has been formally appointed as the
Underlying Fund's depositary and fund administrator
Debevoise & Plimpton LLP
Audited annual accounts as well as unaudited quarterly financial statements
(2nd
and 3rd quarters only) and unaudited quarterly capital account statements
N/A
Net of 15 basis point discount against Underlying Fund fees reserved for
Access fund only
1.10% of Committed Capital
5
0.85% of Invested Capital
The greater of 90% of previous year and 0.25% of Invested Capital
5
4
Access Fund*
Glendower Access Secondary Opportunities IV (U.S.), LP
Glendower Access Secondary Opportunities IV GP, LLC
iCapital Advisors, LLC
Delaware Limited Partnership
The Access Fund will invest substantially all of its investable assets into
the
Underlying Fund
$250,000
N/A
The Access Fund will continue in existence through the one-year anniversary
of the
dissolution of the Underlying Fund (and accordingly, shall extend
automatically
upon the extension of the Underlying Fund's term), with two additional one-
year
optional extension periods at the discretion of its General Partner
Generally upon 7 business days' notice
N/A
Third Party Administrator
Cleary Gottlieb Steen & Hamilton LLP
Quarterly reports, capital account statements and year-end audited financial
statements
Up to 2.00% payable to DBSI or an affiliate thereof
Access Fund
Commitment
<$3 million
$3 - <$5 million
$5 million+6
12.50% after an 8.00% preferred return with a 100% GP catch-up and full
clawback
Higher of (a) Three-month USD LIBOR plus 2.00% and (b) 8.00%
During Investment
Period4
1.00%
EFTA01444254
0.75%
0.25%
2
2 Years Following
Investment Period5
0.75%
0.60%
0.25%
No additional carried interest will be charged by the Access Fund
Same as the Underlying Fund, including contributions made by Feeder investors
for fees and expenses of the Feeder
* Note: Access Fund fees & expenses are in addition to all fees and expenses
charged at the Underlying Fund.
ONLY
5
Thereafter
> of 90%
of previous
year or
0.25%5
EFTA01444255
GLDUS128 Patrick Gerschel
Summary of Key Terms
Note: Investors in the Access Fund will be subject to fees, expenses and
performance compensation of the Underlying Fund in addition to
the Access Fund Fee and Access expenses and will experience lower returns
than investors committing directly to the Underlying Fund as
a result of the fees and expenses associated with an investment in the
Access Fund. DBSI will receive an additional fee, directly or
indirectly from the Underlying Fund (or its affiliates thereof).
1) Final Admission Date shall mean the last day of the eighteenth calendar
month following the month in which the Initial Closing occurs, or such later
date as determined by the General Partner and consented to by the Advisory
Committee.
2) DBSI in its sole discretion reserves the right to waive all or any
portion ofthe Placement Fee payable by any particular Limited Partner.
3) The Access Fund Management Fee will be split between iCapital Advisors
and DBSI, with a substantial portion rebated to DBSI. Please see the
Private Placement Memorandum ofthe Access Fund for further information.
4) Calculation basis = Limited Partner's capital commitment.
5) Calculation basis = Invested Capital as fully defined in the Underlying
Fund LPA (generally, Invested Capital at the Underlying Fund is the amount
ofcapital invested in investments and the remaining unfunded obligations
reasonably reserved for such investments.)
6) Investors making a subscription equal to or greater than $5 million have
the option of investing directly into the Underlying Fund at the Underlying
Fund's discretion. Any direct investors will not receive the 15 bps discount
against management fees from the Underlying Fund. Investors who
invest directly into the Underlying Fund will not be subject to Access Fund
expenses.
Note: DBSI also acts as placement agent for the Underlying Fund and will
receive related marketing fees. Please see the Private Placement
Memorandum of the Access Fund for further information. Neither Glendower
Capital, LLP nor iCapital Advisors, LLC are affiliated with DBSI.
ONLY
6
EFTA01444256
GLDUS128 Patrick Gerschel
Glendower Capital
Secondary Opportunities Fund IV, LP
2nd QUARTER 2018
PURCHASERS ONLY
EFTA01444257
GLDUS128 Patrick Gerschel
Disclaimer
This confidential presentation (this "Presentation") is being communicated
to a limited number of sophisticated persons (each, a "Recipient") by
Glendower Capital, LLP ("Glendower"), which is
authorized and regulated by the United Kingdom Financial Conduct Authority,
for the purpose of providing certain summary information about certain
existing and future funds and accounts that are
managed or advised by Glendower, including in connection with your
evaluation of a potential investment in the fund to be known as Glendower
Capital Secondary Opportunities Fund IV, LP ("SOF
IV" or the "Fund"). The information included in this Presentation is being
made available to Recipients on a strictly confidential basis and may not be
disclosed or discussed with any person other than
any Recipient's affiliates or professional advisers who are bound by
obligations of confidentiality on a need to know basis. Any past performance
information herein is not necessarily indicative of
future results and actual performance may differ materially from any
projected or forecasted performance. This Presentation is not intended to
form the basis of any investment decision and
Recipients must not rely on this Presentation as part of any assessment of
whether to subscribe for interests in the Fund. This Presentation may not be
used for and does not constitute an offer to sell,
or a solicitation of any offer to subscribe for or purchase any interests or
to engage in any other transaction. The information in this Presentation is
intended to facilitate discussion and is not
necessarily meaningful or complete without such supplemental discussion.
Each Recipient should consult its own attorney, business adviser and tax
adviser as to legal, business, tax, accounting and related matters
concerning the information contained herein and any future
offering of SOF IV. Neither Glendower nor any of their respective affiliates
makes any representation or warranty to any Recipient regarding the legality
of an investment in the Fund, the income or tax
consequences, or the suitability of an investment for such Recipient.
This Presentation is not intended for distribution, and shall not be
distributed, in any jurisdiction where such distribution would violate
applicable securities laws.
This Presentation can only be offered to Accredited Investors & Qualified
Purchasers. This material is personal to each offeree and may only be used
by those persons to whom it has been handed
out. It is being provided to you upon your request for information
concerning the Fund. Strictly not for redistribution.
Please refer to the "Important Information," "Key Definitions," "Important
Information on the Track Record," "Important Information for Recipients in
Certain Jurisdictions" and "Notes to Investment
Performance" sections at the end of this Presentation for further important
information, including a list of defined terms and in respect of the
performance information presented herein.
All references in this Presentation to "$" or "US$" are to US dollars.
Statements herein are made as of March 31, 2018, unless stated otherwise.
EFTA01444258
8
EFTA01444259
GLDUS128 Patrick Gerschel
What is secondary private equity
A primary private equity ("PE") investment is a direct investment into a PE
fund at its inception
— These funds typically contain few or no underlying assets at the time of
investment
— They usually have twelve to fifteen years of fund life remaining
A secondary PE investment is an investment into existing PE-backed companies
— Traditionally via the purchase of fund interests where the buyer acquires
the selling investor's interests in a primary fund's
remaining assets as well as taking on their commitments to meet capital
calls in the future
— This is typically 5+years into a primary PE fund's life but can be at any
time
— Given the absence of trading markets, secondary transactions are less
efficient, can be complex and buyers require expertise
and resources
The secondary private equity market initially developed as a liquidity tool
for primary PE investors. It has since
expanded over the last two decades to include:
— The sale and purchase of Limited Partner ("LP") interests in PE funds
— The sale and purchase of direct PE investments and portfolios
— Bespoke liquidity solutions for General Partners ("GPs") generally called
GP-led restructurings including spin-outs, tail-end
restructurings, asset liquidations, LP replacements and bespoke fund
extensions
9
EFTA01444260
GLDUS128 Patrick Gerschel
Benefits of secondary private equity investing
Attractiveness of secondary opportunities)
Pricing
Flexibility
Mitigate Blind
Pool Risk
Mitigate JCurve
Complement
Portfolio
Construction
Re-price existing funded assets
— Capitalise on pricing inefficiencies
— Knowledge of existing underlying companies
— Mature assets typically yield more predictable cash flows
— Shorter duration of investments
— Earlier cash distributions
— Accelerate deployment of capital
— Provides back-seasoned diversified exposure across vintage,
strategy, industry and geography
Secondaries can result in earlier cash flows)
In '000
1,000
1,200
1,400
200
400
600
800
(800)
(600)
(400)
(200)
1
Hypothetical
timing of
secondary
transaction
Timeframe of secondary investment
2
3
4
5
6
7
8
9
10
11
EFTA01444261
Years
Capital calls and management fees
Distributions
Cumulative cash flows
(1) This information is for discussion purposes and reflects Glendower
Capital's own analysis. The graph is an example for illustrative purposes
only and the actual profile of any given investment may vary substantially.
10
EFTA01444262
GLDUS128 Patrick Gerschel
Why invest in secondary private equity today?
Secondaries market is
strong at with US$58
billion of deal volume in
2017
— US$2.8 trillion of primary private equity NAV + unfunded
— US$600 billion locked in funds 9+ years old
Secondary market
remains strong,
increasingly driven by
post crisis funds
Pricing for funds
stable but differentiated
— Secondary pricing steady at 93% of NAV in 2017
— Price dispersion between high & low quality GPs / funds is increasing
GP-led secondary
transactions growing
faster than market
GP-led deals are
evolving and growing
— Bespoke liquidity solutions including spin-outs, tail-end restructuring,
asset
liquidations, LP replacements, bespoke fund extensions
— These deals represent 24% of the market
Distinctive investment
strategies continue to
seek attractive deals
Steady supply of
tail-end funds
— Number of tail-end funds coming to market increasing, but overall US$ value
decreasing due to smaller remaining NAV
— Lack of NAV growth results in trading at moderate discounts
The information set out in this slide is for illustrative purposes only and
summarizes Glendower's analysis of certain information set out over the
slides in Section 3 "Secondary Market Update" of this presentation.
11
EFTA01444263
GLDUS128 Patrick Gerschel
Contents
1
Introduction
2 Glendower Investment Strategy
3
Secondary Market Update
4
SOF III and IV Update
5 Glendower Capital Secondary Opportunities Fund IV Key Terms
6
Appendix
12
EFTA01444264
GLDUS128 Patrick Gerschel
Introduction1,2,3
Glendower Capital Secondary Opportunities Fund IV, LP ("SOF IV")
Glendower Capital is an independent secondary private equity manager owned
by its partners
— Fully funded and operational since its team spun-off from Deutsche Asset
Management on August 1st, 2017
— Glendower continues to advise and manage the legacy SOF Program with US$3
billion of third-party client assets
Our mission is to deliver outstanding results for its investors
— Strong buyout-like performance with an attractive risk profile, early cash
flows and negligible loss ratio
— Mature SOF Funds show 1.7x Net Multiple and over 20% Net IRR, overall
program shows 1.5x Net Multiple and 23% Net IRR
Glendower Capital is launching SOF IV to continue the successful value-
investing strategy pursued since 2006
— Disciplined bottom-up underwriting of attractive assets managed by quality
managers globally
— Across a range of transactions: traditional fund secondaries, GP-led
transactions and single asset deals
— With focus on value creation through in-depth fundamental analysis as
opposed to deal structuring and leverage
The Fund is seeking US$1.75 billion in commitments with same key terms as
prior fund
— In the process of closing US$1.3 billion in a first close in May with ca.
50 investors
— Second close before the summer at or above target and final closing in 4Q18
— Active pipeline with two deals for US$200 million closing in May / June
and two near term opportunities for additional US$200 million
(1) Performance as of September 30, 2017. Mature funds include SOF, SOF D
and SOF II; overall SOF Program includes SOF, SOF D, SOF II and SOF III;
(2) Performance figures have been calculated based on the unaudited
performance results of SOF, SOF D, SOF II and SOF III as of September 30,
2017, and should be read and reviewed in conjunction with the "Important
Information" and "Notes to the Investment Performance" sections of this
presentation. The "Notes to Investment Performance" section in particular
includes, among other things, a description of the terms used in the
tables above and sets forth important guidelines and limitations as to the
performance described above. Net performance data reflects amounts net of
expenses, fees and carried interest. Investors should consult with
their own advisers as to the appropriate factors to be considered in
evaluating this information. Past performance is not a prediction of the
future performance of SOF, SOF D, SOF II or SOF III but is included to
demonstrate the track record of the Glendower SOF Team and there can be no
assurance that SOF IV will achieve comparable results or that any target
results will be achieved.
(3) Glendower Capital Secondary Opportunities Fund IV, L.P. ("SOF IV" or the
"Fund") is being formed by Glendower Capital, LLP ("Glendower"), which is
authorized and regulated by the United Kingdom Financial Conduct
Authority. The Fund is seeking US$1.75 billion in total commitments with the
aim of generating attractive risk adjusted investment returns, principally
EFTA01444265
in the form of capital appreciation, through the acquisition, holding
and disposition of a diverse portfolio of investments including buyout,
growth capital, venture capital, special situations, turnaround, mezzanine,
distressed opportunities, real estate and infrastructure assets from the
secondary market. The Fund will target globally, but primarily in the US and
Europe (i) the acquisition of interests in established generalist and
specialist private equity fund structures (including funds of funds, feeder
funds and other similar structures) on the secondary market (each such fund
or structure, a "Fund Secondary"), (ii) the acquisition of interests in
portfolios of private equity assets on the secondary market in transactions
with greater complexity including spin-in / spin-outs, tail-end
restructuring, asset liquidations, and LP tenders (each such investment
interest, a "GP-led Secondary"), and (iii) investments in an individual
portfolio company
alongside private equity fund sponsors (each such investment, a "Single
Asset Deal").
13
EFTA01444266
GLDUS128 Patrick Gerschel
Glendower Capital Overview
Established investment team active in the secondary market since 20031
Glendower Capital at a glance
Independent
partnership
Established
platform
Seasoned
team
Extensive
database &
relationships
Established
operational
processes
— Team spun-off from Deutsche Bank in 2017
— Privately owned by its partners, fully funded
— Senior team has worked together for 15 years
— US$3 billion in total client assets2
— London and New York offices
— 23-strong team expected to grow to 28+ by 2H18
— 16 investment professionals with an average of
12 years of relevant experience
2003
— Invested in over 350 fund interests over 90 deals
— Screened thousands of funds over 10 years
— Integrated, self-contained processes
— Developed by the Team over 10 years
Carlo Pirzio-Biroli and
Charles Smith co-found
the SOF business, a
self-contained unit with
its own investment and
operational processes
Adam
Graev
opens New
York Office
Team
raises
SOF II
US$614m
Glendower engaged by
Deutsche Bank as
advisor and delegated
portfolio manager of
SOF Funds for
remaining life of funds
2005
2006
EFTA01444267
2007
2010 2011
2014
2017
Team's history
Carlo Pirzio-Biroli,
Charles Smith,
Chi Cheung,
Deirdre Davies &
Francesco
Rigamonti start
working together to
restructure US$6bn
Deutsche Bank PE
proprietary portfolio
Team
raises
SOF
US$565m
Team
raises
SOF D
US$147m3
Team
raises
SOF III
US$1.65bn
Entire 15-strong
investment team &
COO spins-off
from Deutsche
Bank in Aug 2017
to form Glendower
(1) Period since 2003 includes time spent by members of the core senior
management team at Deutsche Bank.
(2) Actual committed to SOF Funds.
(3) SOF D is a Euro denominated fund. US$ values have been converted at the
September 30, 2017 EUR/US$ rate of 1.1822.
14
EFTA01444268
GLDUS128 Patrick Gerschel
Glendower Capital Team
Core members of senior team have worked together for 15 years
Relevant years
of experience
Carlo Pirzio-Biroli
22
Managing Partner, CEO — London
Deutsche Bank; CDB Web Tech; General Electric;
The Boston Consulting Group
MBA, Columbia Business School; MEng, Rome Univ.
Charles Smith
28
Managing Partner, CIO — London
Deutsche Bank; Bankers Trust;
Coopers & Lybrand
MA, Cambridge University; ACMA
Adam Graev
23
Partner — New York
Deutsche Bank; Pomona; Lehman Brothers;
Chatterjee/Soros; Cowen
BA, Colgate University
Chi Cheung
20
Partner — London
Deutsche Bank
MA, Cambridge University
Deirdre Davies
16
Joshua Glaser
22
Partner, COO — London
Deutsche Bank; ABN Amro; KPMG
BCom, KZN University, South Africa; CA (SA)
Partner, Client Coverage — New York
Deutsche Bank; Paul Capital; Forum Capital;
CIBC Oppenheimer
BS, Tufts University
Rikesh Mohandoss
13
Principal,
New York
5 years with the team
Jonathan Roome
3
Associate,
London
2 years with the team
Louise Schoeman
10
EFTA01444269
Vice President, Finance,
London
Re-joined team in 2017
Devrup Banerjee
9
Vice President,
London
5 years with the team
Doug O'Connell
3
Associate,
New York
Joined in 2017
Katherine Weaver
15
Principal, Funds CFO,
New York
9 years with the team
Aldrich Chan
8
Vice President,
New York
4 years with the team
Rafael Enriquez - Hesles
3
Associate,
New York
Joined in 2018
[hiring — 1018]
-Vice
President, Fund
Controller, New York
Emilio Olmos
15
Managing Director — London
ADIA; UBS; Deutsche Bank; Credit Suisse
MSc, HEC Paris; MEng,
Polytechnic Univ. of Madrid
Philippe Ferneini
9
Vice President,
London
3 years with the team
Sheldon Lee
2
Analyst,
London
Joined in 2018
[hiring — 1018]
-Vice
President, Tax, New
EFTA01444270
York
Victoria Loidl
9
Vice President,
London
5 years with the team
[hiring — 1018]
-Associate,
London
Maxine
Turner
20
Executive Assistant
London
2 years with the team
Francesco Rigamonti
20
Senior Advisor — London
Deutsche Bank; Gallo & Co.
MBA, University of Chicago Booth;
MA, Milan Univ.
Elena Smirnova
7
Vice President,
London
2 years with the team
Helena Turley
12
Client Relations,
London
Re-joined team in 2017
Maria Gianoli-Franklin
10
Executive Assistant
New York
Joined in 2017
15
EFTA01444271
GLDUS128 Patrick Gerschel
Established track record
SOF Funds as of September 30, 20171,2,3
Fund
Vintage
(development stage)
Fund size
Transactions, funds, companies #
Gross multiple
Gross IRR
Net multiple (TVPI4)
Net distributed (DPI4)
Net IRR
Peak net contributed capital
SOF
2006
(harvesting)
US$565m
21 / 154 / 1,774
2.1x
29%
1.8x
1.8x
22%
26%
SOF D
2010
(harvesting)
US$147m
1 / 28 / 193
3.Ox
37%
2.3x
2.1x
29%
51%
SOF II
2011
(maturing)
US$614m
29 / 75 / 737
1.7x
23%
1.5x
1.2x
20%
42%
SOF III
2014
(early stage)
US$1,654m
EFTA01444272
35 / 149 / 2,837
1.4x
31%
1.3x
0.3x
30%
44%
1.6x
28%
1.5x
0.9x
23%
US$2,980m
Total
(1) Performance figures have been calculated based on the unaudited
performance results of SOF, SOF D, SOF II and SOF III as of September 30,
2017 and should be read and reviewed in conjunction with the "Important
Information" and "Notes to Performance Information" sections of this
presentation. Gross returns are gross of fees, expenses and carried
interest. Net performance reflects amounts net of expenses, fees and carried
interest. Investors should consult with their own advisers as to the
appropriate factors to be considered in evaluating this information. Past
performance is not a prediction of the future performance of SOF, SOF D, SOF
II or SOF III but is included to demonstrate the track record of the
Glendower SOF Team and there can be no assurance that SOF IV will achieve
comparable results or that any target results will be achieved. See
"Important Information on the Track Record" sections of this Presentation.
(2) SOF D is a Euro denominated fund. US$ values have been converted at
September 30, 2017 EUR/US$ rate of 1.1822.
(3) Both SOF and SOF D are invested in the DaVinci Portfolio — a well
diversified portfolio of 28 private equity funds purchased through an SPV,
providing exposure to buyout, special situations, venture capital and real
estate strategies in North America, Europe and Asia. The number of funds and
companies is a best estimate and shows the aggregate of each deal at closing
and may include some double counting.
(4) TVPI = Total Value to Paid in Capital; DPI = Distributions to Paid in
Capital; IRR = Internal Rate of Return.
16
EFTA01444273
GLDUS128 Patrick Gerschel
Consistent top returns among peers
SOF Funds vs Cambridge Associates' secondary funds performance1,2,3
Secondary funds: Net IRR4 to limited partners
Lower Quartile
10%
15%
20%
25%
30%
35%
40%
45%
50%
0%
5%
04
05
06
07
08
09
10
11
12
13
14
Upper Quartile
Median
Secondary funds: Net multiple5 to limited partners
2.5x
2.Ox
SOF D
29%
SOF
22%
SOF II
20%
1.Ox
SOF III
30%
1.5x
SOF
TVPI = 1.84x
DPI = 1.80x
SOF D
TVPI = 2.3x
DPI = 2.1x
SOF II
TVPI = 1.5x
DPI = 1.2x
EFTA01444274
SOF III
TVPI = 1.3x
DPI = 0.3x
0.5x
0.Ox
'04
'05
'06
Index DPI
'07
'08
'09
'10
'11
'12
'13
'14
Index RVPI SOF funds DPI SOF funds RVPI
(1) Source: Cambridge Associates Secondaries Benchmark statistics as of
September 30, 2017 based on data compiled from 140 secondary funds with a
minimum of 8 funds per year, including fully liquidated partnerships,
formed between 2004 and 2014. Each SOF Fund is shown benchmarked against
their respective vintage peer group. This information reflects a comparison
of SOF, SOF D, SOF II and SOF III performance against one
benchmark only; quartiles may differ when compared to other benchmarking
sources. SOF, SOF D, SOF II and SOF III data is not included in the data set
used to calculate the benchmark data.
(2) Information presented in this chart is based on the unaudited results of
SOF, SOF D, SOF II and SOF III as of September 30, 2017 and should be read
and reviewed in conjunction with the "Important Information" and
"Notes to Investment Performance Information" sections of this document.
(3) Past performance is not a prediction of the future performance of SOF,
SOF D, SOF II or SOF III but is included to demonstrate the track record of
the Glendower SOF Team.
(4) Internal rates of returns are net of fees, expenses and carried
interest. Cambridge Associates research shows that most funds take at least
six years to settle into their final quartile ranking, and previous to this
settling
they typically rank in 2-3 other quartiles; therefore fund or benchmark
performance metrics from more recent vintage years may be less meaningful.
Median is the middle fund IRR of the group of individual fund IRRs
included in a vintage year (minimum 8 funds). Upper/ lower quartile are the
thresholds for the upper (top 25%) and lower (bottom 25%) quartiles based on
the individual fund IRRs included in a vintage year and are used
in conjunction with the median to determine quartile placement (minimum 8
funds).
(5) DPI = Distributions to Paid-In Capital; RVPI = Residual Value to Paid-In
Capital; TVPI= Total Value to Paid-in Capital. TVPI, RVPI and DPI are pooled
return aggregating all cash flows and ending NAVs in a sample to
calculate a dollar-weighted return.
EFTA01444275
17
Net IRR
Net Multiples to Paid-in Capital
EFTA01444276
GLDUS128 Patrick Gerschel
Buyout-like returns with a secondary risk profilel
SOF Funds outperform Cambridge Associates buyout top-quartile benchmark
TVPI in line with top-quartile buyout funds_ _With a secondary cashflow
profile
TVPI2
2.5x
SOF D
30%
SOF
2.0x
SOF II
1.5x
SOF III
1.Ox
1.5x
SOF II
1.Ox
10%
0.5x
0.5x
SOF III
5%
0.0x
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Vintage Year
0.0x
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Vintage Year
Buy out Top Quartile
SOF Program
(1) Source: Cambridge Associates Global Buyout Benchmark as of September 30,
2017. This information reflects a comparison of SOF, SOF D, SOF II & SOF III
performance against one benchmark only. Past
performance is not a prediction of the future performance of SOF, SOF D, SOF
II or SOF III but is included to demonstrate the track record of the
Glendower SOF Team. Information presented in this chart is based on
the unaudited results of SOF, SOF D, SOF II and SOF III as of September 30,
2017 and should be read and reviewed in conjunction with the "Important
Information" and "Notes to Investment Performance Information"
sections of this presentation.
(2) TVPI= Total Value to Paid-In Capital; DPI = Distributions to Paid-In
Capital; Net IRR = Net Internal Rate of Return. TVPI and DPI are pooled
return aggregating all cash flows and ending NAVs in a sample to calculate a
dollar-weighted return. Net IRRs are net of fees, expenses and carried
interest. Cambridge Associates research shows that most funds take at least
six years to settle into their final quartile ranking, and previous to this
settling they typically rank in 2-3 other quartiles; therefore fund or
benchmark performance metrics from more recent vintage years may be less
meaningful. Top quartile is the threshold for the upper (top 25%) quartile
based on the individual fund IRRs included in a vintage year and are used in
EFTA01444277
conjunction with the median to determine quartile placement (minimum 64
funds).
18
0%
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Vintage Year
20%
15%
2.0x
SOF
25%
SOF
SOF II
SOF D
SOF D
SOF III
DPI2
2.5x
Delivering a compelling risk / reward profile
Net IRR2
35%
EFTA01444278
GLDUS128 Patrick Gerschel
SOF Program compares favourably to public markets
Performance data as of September 30, 20171,2,3
SOF Funds have delivered attractive performance compared to major public
market indices
0%
5%
10%
15%
20%
25%
30%
35%
40%
29%
30%
22%
23%
21%
20%
18%
15% 15%
12%
9%
7%
3%
0%
SOF (2006)
SOF D (2010)
Glendower Net IRR MSCI World
"Important Information" and "Notes to Investment Performance" sections of
this presentation.
SOF II (2011)
Russell 2000
SOF III (2014)
Thomson Reuters
(1) Performance figures have been calculated based on the unaudited
performance results of SOF, SOF D, SOF II and SOF III as of September 30,
2017 and should be read and reviewed in conjunction with the "Important
Information" and "Notes to Performance Information" sections of this
presentation. Gross returns are gross of fees, expenses and carried
interest. Net performance reflects amounts net of expenses, fees and carried
interest. Investors should consult with their own advisers as to the
appropriate factors to be considered in evaluating this information. Past
performance is not a prediction of the future performance of SOF, SOF D, SOF
II or SOF III but is included to demonstrate the track record of the
Glendower SOF Team and there can be no assurance that SOF IV will achieve
comparable results or that any target results will be achieved. See
(2) MSCI World Index and Russell 2000 Index returns are based on total
return. Thomson Reuters Private Equity Buyout Index returns are based on
price. These benchmark indices do not represent an appropriate
EFTA01444279
benchmark to compare the performance of the SOF Funds, but rather is
disclosed solely to allow comparison to that of certain well-known and
widely recognized indices.
(3) Methodology: The Long Nickels method has been used to calculate the
PMEs. Net cash flows for the SOF Funds are replicated in each index. For
example, (i) when capital is drawn from an investor, an equivalent
amount is invested in the index on the specific date; and (ii) when capital
is distributed to an investor, capital is "withdrawn" from the index on the
same date. A theoretical terminal value is generated based on the growth
of the total index. Net IRR is calculated using the cashflows replicated in
the index and the theoretical terminal value. Recallable distributions have
been treated using the "all in method".
19
SOF Program
12%
12%
12%
12%
9%
15%
Net IRR
EFTA01444280
GLDUS128 Patrick Gerschel
SOF Funds show consistent performancel
Across different fund sizes, fund vintages and economic cycles
Net Contributed Capital (as % of Fund Size)
20%
40%
60%
80%
-60%
-40%
-20%
0%
SOF
SOF II
SOF III
1 3 5 7 9 11 13 15 17 19 21 23 25 27 29 31 33 35 37 39 41 43 45
Quarters from inception
20%
40%
60%
80%
0%
1 3 5 7 9 11 13 15 17 19 21 23 25 27 29 31 33 35 37 39 41 43 45
Quarters from inception
DPI (Distributed to Paid-In Capital)
0.Ox
0.2x
0.4x
0.6x
0.8x
1.Ox
1.2x
1.4x
1.6x
1.8x
2.Ox
SOF
SOF II
SOF III
TVPI (Total Value to Paid-In Capital)
0.Ox
0.5x
1.Ox
1.5x
2.Ox
2.5x
1 3 5 7 9 11 13 15 17 19 21 23 25 27 29 31 33 35 37 39 41 43 45
Quarters from inception
SOF
SOF II
SOF III
EFTA01444281
Net IRR
100%
SOF
SOF II
SOF III
1 3 5 7 9 11 13 15 17 19 21 23 25 27 29 31 33 35 37 39 41 43 45
Quarters from inception
(1) Performance figures have been calculated based on the unaudited
performance results of SOF, SOF II and SOF III as of September 30, 2017 and
should be read and reviewed in conjunction with the "Important
Information" and "Notes to Performance Information" sections of this
presentation. Past performance is not a predictor of future returns and
there can be no assurance that SOF IV will achieve comparable results or that
any target results will be achieved. There is no guarantee that future
performance will be consistent with past performance of SOF, SOF II and SOF
III. Performance information on SOF D has not been included on this
slide because SOF D is a single transaction / top-up fund raised in 2010 to
underwrite pari-passu the Da Vinci transaction with SOF. Glendower does not
expect that similar transactions will be available to SOF IV.
20
EFTA01444282
GLDUS128 Patrick Gerschel
Contents
1
Introduction
2 Glendower Investment Strategy
3
Secondary Market Update
4
5 Glendower Capital Secondary Opportunities Fund IV Key Terms
6
SOF III and IV Update
Appendix
21
EFTA01444283
GLDUS128 Patrick Gerschel
SOF Funds positioned as mid-sized value investor
Below large levered beta players, above small local funds
Secondary funds raised or in fundraising 1996-20181
Fund Size
(US$000)
L
• Levered beta play
• PE market index
• Volume-driven
—10 players
M
• Alpha play
• Value investing
• Selective sourcing
—10 players
SOF III
SOF II
S
• Low barriers to entry
• Smaller deals
• Local sourcing
• Very competitive
SOF and SOF D
>50 players
SOF IV
(1) Glendower Capital own market segmentation analysis. Data source: Preqin
database and Glendower Capital own market intelligence as of November 2017.
Includes target fund sizes for funds that are currently raising.
22
EFTA01444284
GLDUS128 Patrick Gerschel
Glendower has a distinctive investment strategy
Disciplined bottom-up underwriting of attractive assets managed by quality
managers
1
Source less competitive deals
globally
Average deal size of US$40m:
I Mature fund secondaries of US$5-100m
I Mid-market GP-led deals of US$100-250m
IISingle-asset deals of US$25-50m
2
Pursue a selective, true value
approach
I Transacted 1% of total pipeline by value
I Mid-sized alpha value investor vs large
levered beta play
I Value creation through in-depth
fundamental analysis vs deal structuring
4
Focus on efficient portfolio
construction
3
H No leverage at transaction level and
limited at portfolio level
H Hedging to mitigate 50-60% of currency
volatility
I Portfolio diversified across ca. 35 deals to
seek to mitigate 90%+ of non-market riskl
(1) Source: Glendower's assessment based on portfolio management theory.
There can be no assurance that efforts to mitigate risk will be successful.
Further, Glendower may modify its portfolio construction criteria at any
time and in any manner that it believes to be consistent with its overall
investment objective in response to market conditions or other factors
without notice to investors.
Information provided as at September 30, 2017. There can be no assurance
that the strategy will be successful in the future or that losses will be
avoided.
23
Buy margin of safety
Purchased 350+ mature fund interests at a
discount over 10 years:
EFTA01444285
Average 20% discount to FMV
Average -80% funded at time of entry
EFTA01444286
GLDUS128 Patrick Gerschel
Disciplined barbell approach adjusted to market cycles
Dialling up / down deal types relative to segment attractiveness
Fund Secondaries
Description
Traditional purchase of fund interests:
• Single LP position
• Portfolios of LP positions
• Fund of funds
• LP tenders
Marketl
• Many participants
• 10-15% IRR / 1.3-1.4x MOIC gross
Glendower Capital
Deal size
Expected allocation
Deals since 20072
Gross returns2
SOF (harvested)3
SOF II (maturing)3
SOF III (early stage)3
Buy aggressively during periods of
high volatility and illiquidity
US$5-100m
40-60%
52 transactions
42% IRR and 2.2x MOIC
20% IRR and 1.5x MOIC
48% IRR and 1.4x MOIC
(1) Glendower Capital estimate of market returns based on own market
intelligence.
(2) As of September 30, 2017. Gross returns do not reflect the priority
profit share, carried interest, taxes, transaction costs and other expenses.
Performance figures have been calculated based on the unaudited
performance results and should be read and reviewed in conjunction with the
"Important Information" and "Notes to the Investment Performance" sections
of this presentation. The "Notes to Investment Performance"
section in particular includes, among other things, a description of the
terms used in the tables above and sets forth important guidelines and
limitations as to the performance described above. Past performance is not a
prediction of the future performance.
(3) For fund-level net returns, please refer to the overall transaction
summaries for SOF, SOF II and SOF III on pages 43, 45 and 47.
24
US$100-250m
Up to 40%
15 transactions
9% IRR and 1.4x MOIC
30% IRR and 1.9x MOIC
36% IRR and 1.5x MOIC
EFTA01444287
GP-led Secondaries
Be-spoke liquidity solutions:
• Restructuring of existing funds
• Spin-outs
• Recapitalizations
• Portfolios of assets
Single Asset Deals
Purchase of interests in single assets:
• GP-led secondaries of one asset
• Fundless sponsor deals
• Secondary co-investments
• Co-investments
• Fewer participants with demonstrated underwriting capabilities
• 15-20% IRR / 1.6-1.7x MOIC gross
Buy selectively during periods
of low volatility and high liquidity
US$25-50m
Up to 20%
15 transactions
18% IRR and 3.0x MOIC
21% IRR and 1.7x MOIC
2% IRR and 1.0x MOIC
EFTA01444288
GLDUS128 Patrick Gerschel
GP-led transactions can present an attractive risk-reward profile
Glendower Capital has been active since 2007 in this space
GP-Led transactions have significantly evolved over the last 5 years
— Deals in the early days were often associated with (quasi) zombie GPs and
were not always crafted in the best interest of existing LPs
— Today, quality managers are proactively providing liquidity options to
their LPs, often with an advisor retained to validate the process
GP-led opportunities can present a number of advantages over a traditional
acquisition of a LP interest
— An accretive and complementary strategy to the mainstream secondary
dealflow
— Glendower has developed an extensive track recordl over 15 transactions
with gross c.1.6x MOIC / 22% Gross IRR2
— In-depth due diligence on GPs and their teams
— In-depth due diligence on concentrated portfolios, including onsite
meetings with underlying companies' management teams
— Bespoke design of a new fund and its terms to provide full re-alignment of
interests between the GP and Glendower:
— Budgeted fees, significant GP co-investment, and ratcheted carried
interest structure
— Incentivisation / protection of specific individuals within the GP that
are key to generate value in the existing portfolio
— Negative governance rights, including veto rights on add-on investments,
recapitalizations, etc.
— Limited to no use of leverage / deferred structures
— underwriting returns based on attractive entry price and portfolio value
creation
(1) As of September 30, 2017. Performance figures have been calculated based
on the unaudited performance results and should be read and reviewed in
conjunction with the "Important Information" and "Notes to the
Investment Performance" sections of this presentation. The "Notes to
Investment Performance" section in particular includes, among other things,
a description of the terms used in the tables above and sets forth
important guidelines and limitations as to the performance described above.
Past performance is not a prediction of the future performance.
(2) Please refer to the overall transaction summaries for SOF, SOF D, SOF II
and SOF III on pages 43, 45 and 47.
25
EFTA01444289
GLDUS128 Patrick Gerschel
Rigorous sourcing and deal selection process
Wide funnel and narrow filter
Access to extensive industry network
developed over 15 years
• GPs, LPs, Advisory Board members
• Close private banking relationships: DB
Wealth Management, Raymond James,
Alex Brown
• Law firms, sourcing agents, banks
Proactive top-down approach
• Engage directly with potential seller
universe: banks, insurance companies,
pension funds
• Off-the-shelf pricing for closely monitored
library of >100 funds
Investor of reference in GP-led and
Single Asset Deals
• Completed over 30 deals since 2007
• Substantial follow-on deal flow
subsequent to first transaction
—3,000 potential deals screened since 2007, for c.US$400bn
Significant buy & sell side experience
• 100 transactions, over 10 years for US$3bn
• Invested in over 350 funds globally
• Wind-down of US$6bn DB PE proprietary portfolio
Filters
Filters
Filters
Unique GP-restructuring and spin-off experience
• As seller, as buyer, own spin-off
Disciplined deal-by-deal underwriting of target
unlevered returns to SOF LPs
• Value investing, bottom-up approach
Transacted 1% by value across
c.100 transactions,
(1) Source: Glendower Capital proprietary information as at 15 March 2018.
Number of transactions includes follow-on investments and splits out
transactions which have been consolidated in one deal for reporting
purposes.
26
EFTA01444290
GLDUS128 Patrick Gerschel
Fund Secondaries transactions
Illustrative case studies
Project / Fund Deal Size /
Discountl
Modigliani
(SOF II)
US$38m
34%
Funds /
assets /
region
17 funds
225 assets
Global
Whitney
(SOF II)
US$64m
27%
1 fund
12 assets
Europe
Seller
European
family offices
Description
• Proprietary deals from family offices redeploying capital away from PE
• Liquidity solution on complex illiquid feeder funds structured to address
tax and legal requirements
• Globally diversified portfolio of mature (84% funded) funds managed by
CD&R, Apollo, Carlyle, KKR, Apax, MidOcean, MSREF, CDH
US
pension fund
• Single LP position in fully funded European LBO fund managed by KKR
• US seller redeploying capital away from Europe during 2012 crisis
• Short fuse process with few pre-selected bidders
• SOF Team knew fund well
• Attractive structure with significant purchase price deferral
Flute
(SOF III)
US$54m
26%
17 funds
500+ assets
Global
Sovereign
Wealth Fund
• Seller motivated to wind down portfolio by year end
• Mature (93% funded) portfolio of highly diversified fund interests in 17
mid-market buyout funds spread across Europe, US and Asia
• Top interests include funds managed by Affinity, Calera, CVC
EFTA01444291
• Attractive deferral structure with bulk of liquidity events expected in the
first two years of the transaction
Amy
(SOF III)
US$36m
37%
13 funds
500+ assets
Global
Family office • Proprietary deal tracked for five years before completion
• Seller seeking to actively manage its private equity portfolio
• Globally diversified portfolio of mature funds generating strong cash flows
and managed by Carlyle, Blackstone, Bridgepoint and CVC
• Significant pre-closing distributions representing 25% of portfolio NAV
(1) Discount at closing.
27
1 1 1 1
1
1 1
1 1
1 1
1 1
1
Informational
advantage
Relationshipdriven
Solving
for
complexity
Global
sourcing
Market
arbitrage
EFTA01444292
GLDUS128 Patrick Gerschel
GP-led transactions and single asset deals
Illustrative case studies
Project / Fund Deal Size /
Discountl
Porter
(SOF II &
SOF III)
US$220m
9%
Funds /
assets /
region
2 funds
8 assets
US
Seller
Multiple
Description
• Motivated GP seeking to recapitalize 2006 mid-market fund and provide
liquidity to fatigued investor base
• Eight US market leading companies in the construction sector with visible
growth potential, low leverage
• Significant downside protection through securities owned (senior, PIK
preferred and structured notes)
• GP known to SOF Team through prior fund investment
Laurel
(SOF II &
SOF III)
US$147m
24%
11 fund
33 assets
Europe
Southern
European
bank
• Motivated, distressed sole LP seeking to divest its captive, non-core
private equity business
• 33 buyout, growth equity, real estate and energy assets in 11 funds in UK,
France, Poland, Czech Rep., Bulgaria, Macedonia and Turkey
• Highly structured deal allowed for full asset due diligence
• Downsized captive team led by new CEO hired by SOF Team
Ionesco
(SOF II)
US$28m
NA
1 asset
Europe
LBO fund
• Opportunity to underwrite attractive LBO of leading manufacturer of
EFTA01444293
polymer substrate for bank notes
• GP motivated to quickly syndicate investment after broken auction
blocked by Central Banks
• Company benefited from Bank of England contract for £5 and £10 notes
Fitzgerald II
(SOF III)
US$37m
10%
1 asset
US
Global
bank
• Secondary purchase of co-investment position in First Data, a leading
payment processing company
• Motivated seller was a bank invested in original buyout who had to sell for
regulatory capital reasons ahead of IPO
• Asset well known to the SOF Team
(1) Discount at closing.
28
1
1
1 1
1 1
1 1 1 1 )
1 1 1 1
Informational
advantage
Relationshipdriven
Solving
for
complexity
Global
sourcing
Market
arbitrage
1
EFTA01444294
GLDUS128 Patrick Gerschel
Contents
1
Introduction
2 Glendower Investment Strategy
3
Secondary Market Update
4
5 Glendower Capital Secondary Opportunities Fund IV Key Terms
6
SOF III and IV Update
Appendix
29
EFTA01444295
GLDUS128 Patrick Gerschel
Secondary market volume remains at record levels
Market is evolving with GP-led transactions now representing 25% of volume
Secondary market volumes 2006 — 2018F
US$bn
60
50
6x
40
30
25
21
20
13
10
10
0
2006
2007
2008
2009
2010
2011
2012
GP-led Secondary
F = Forecast. There is no guarantee the estimate highlighted will
materialize.
Past market volume is not a prediction or guarantee of future market volume.
30
2013
2014
Fund Secondary
Source: Glendower Capital analysis and own estimates based on Greenhill
Secondary Market Trends & Outlook, January 2018; Greenhill GP Solutions
Discussion Materials, May 2017; and Dow Jones Private Equity
Analyst Guide to the Secondary Market, June 2017.
2015
2016
2017
2018F
9
16
26
28
42
40
37
2018 Forecast
US$60+ billion
58
EFTA01444296
EFTA01444297
GLDUS128 Patrick Gerschel
Secondary market driven by global PE market growth...
_And
Total
US$bn
increased propensity to trade
PE assets have risen to US$2.8 trillionl
3,000
2,500
2,000
1,500
1,000
500
0
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Unrealised portfolio value
Dry powder
(1) Source: 2018 Preqin Global Private Equity & Venture Capital Report. 2017
values as at June.
(2) Source: Glendower Capital based on 2018 Preqin Global Private Equity &
Venture Capital Report; Greenhill Secondary Market Trends & Outlook, January
2018; and Dow Jones Private Equity Analyst Guide to the
Secondary Market, June 2017.
31
2x
Annual secondary volumes now 1-2% of total PE2
0.2%
0.4%
0.6%
0.8%
1.0%
1.2%
1.4%
1.6%
1.8%
2.0%
2.2%
2x
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
As % of total PE assets
EFTA01444298
GLDUS128 Patrick Gerschel
Stable secondary pricing driven by rational participants
In 2017 average pricing of 93% of NAV as of record dates
Secondary market pricing of private equity fund interests remains stable
— Overheated market in 2006 and 2007
— Premiums paid for over-levered companies
marked to the top of the market
Pricing % of NAV
100
110
30
40
50
60
70
80
90
2005
2006
2007
94
108
104
PREMIUM
DISCOUNT
87
83
70
63
82
80
92
90
93
89
— Few transactions closed at this pricing
— Mostly unfunded LP interests
— Pricing back to normalized historical levels
— Stable for 7 years at 80-90c/$
Annual volume US$bn
10
15
20
25
30
35
40
45
50
55
60
EFTA01444299
0
5
2008
2009
2010
Secondary market volume
Bubble
Crisis
2011
2012
2013
Secondary market pricing
Normalized
Source: Glendower Capital analysis and estimates based on Greenhill
Secondary Market Trends & Outlook, January 2018; Cogent Partners Secondary
Market Trends & Outlook, July 2014; Cogent Partners Secondary
Market Update, March 2009; and Dow Jones Private Equity Analyst Guide to the
Secondary Market, June 2017.
32
2014
2015
2016
2017
EFTA01444300
GLDUS128 Patrick Gerschel
Secondary market shows a balanced capitalization
Strong secondary capital supplyl...
US$bn
100
120
140
20
40
60
80
0
Dry Powder
Annual Deal Volume
125
...but dry powder/deal volume remains balanced2
US$bn
Glendower Capital estimates that
2.2x annual deal volume is
available to deploy in Secondaries
58
100
200
300
400
500
600
700
0
Secondaries
Buyout
Dry Powder
Deal volume
Dry Pow der /
Deal Volume
3.7x
2.2x
(1) Source: Glendower Capital estimate based on Greenhill Secondary Pricing
Trends & Analysis, January 2018.
(2) Source: Glendower Capital estimate based on 2018 Preqin Global Private
Equity & Venture Capital Report; Greenhill Secondary Pricing Trends &
Analysis, January 2018 and Bain & Company Global Private Equity
Report 2018.
33
EFTA01444301
GLDUS128 Patrick Gerschel
Significant unrealized value still locked in tail-end funds
Seller composition expected to remain diverse
US$bn
250
Unrealized PE value: US$600bn in pre-crisis vintagesl
US$600 billion
226
201
200
186
150
193
137
129
100
92
Financial
67
50
11
0
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
Pre Crisis Bubble
Crisis
(1) Source: 2017 Preqin Global Private Equity & Venture Capital Report.
(2) Source: Greenhill Secondary Market Trends & Outlook, January 2018.
34
Post Crisis
Public
Pensions /
SWF
24%
48
20
Institutions
12%
Asset Manager / FoF
18%
149 144
General
Partners
24%
Endowments &
Foundations
16%
Family Office /
Other
6%
Seller composition breakdown2
EFTA01444302
EFTA01444303
GLDUS128 Patrick Gerschel
GP-led transactions are a growing source of supply
Secondary bespoke liquidity solutions are now part of the GP toolkit
GP-led transactions now represent 20-25% of the secondary market
Illustrative transactions
Brand-name
managers
GPs seeking
liquidity for worse
performing funds or
fund term extension
10
11
12
13
14
15
Mid-market GPs
Quality
mid-market
managers
looking to provide a
• liquidity option in
year 10+ or
• bespoke solution
after a bump in the
road
Underperforming
managers
Zombies
looking for
solutions make
unlikely targets
ZOMBIE GPs
0
1
2
3
4
5
6
7
8
9
7.1
15%
US$bn
% of Secondary
market deal volume
30%
14.0
EFTA01444304
25%
18%
CAGR
8.2
9.0
20%
10%
2.4
1.9
0.6
0%
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
GP-led secondaries
GP-led secondaries as % of total
(1) Source: Glendower Capital analysis based on Greenhill Secondary Market
Trends & Outlook, January 2018; and Dow Jones Private Equity Analyst Guide
to the Secondary Market, June 2017.
35
2.7
2.7
1.6
1 1
1 9
5%
Over 7,000 private equity funds
EFTA01444305
GLDUS128 Patrick Gerschel
Contents
1
Introduction
2 Glendower Investment Strategy
3
Secondary Market Update
4
SOF III and IV Update
5 Glendower Capital Secondary Opportunities Fund IV Key Terms
6
Appendix
36
EFTA01444306
GLDUS128 Patrick Gerschel
SOF III Portfolio - Highlights
Gross invested capital breakdown
Overview
Vintage
Fund size
Gross invested capital
Performance as of September 30, 2017
Capital called
Distributions, net
Remaining NAV
Total net return
Asset geography
2014
11%
US$1,654m
6%
1,931m
1,036m
316m
1,026m
US$1,342m
Investment strategy
1%
24%
0.30x
0.99x
58%
1.30x
30%
Vintage year
12%
17%
Europe
45%
North
America
44%
RoW
3%
Asia
Pacific
8%
11%
26%
10%
24%
Pre 2005
2005 - 2006
2007 - 2008
2009 - 2011
EFTA01444307
2012 - 2015
2016 - 2017
9%
9%
5%
6%
3%
5%
Large Buyout
Mid-Market Buyout
Growth Equity
Real Estate
Other
21%
19%
11%
12%
Other
Natural Resources
Communications & Media
Technology
Business Services
Financial Services
Real Estate
Industrials
Healthcare
Consumer
Sector composition
As at September 30, 2017. Past performance is not a guarantee or indicator
of future results , and there can be no assurance that the fund will achieve
comparable results.
This page should be reviewed in conjunction with the "Important Information"
and "Notes to Investment Performance" sections of this Presentation.
37
EFTA01444308
GLDUS128 Patrick Gerschel
SOF III Portfolio - Sponsor exposure
28 GPs listed below represent ca. 90% of SOF III current exposure
Other
Real Estate
Buyout
Growth Equity
Exposure to SOF III is based on Fair Market Value as of September 30, 2017.
38
EFTA01444309
GLDUS128 Patrick Gerschel
SOF IV - Near term pipeline
As of March 31, 2018
Project Code
Sunrise
Klein
Penguin II
A
B
C
Portfolio
Funds
D
Portfolio
E
F
GP-led
Single asset
deal
APAC
Global
Early Stage
Deal Type
GP-led
GP-led
GP-led
Single Fund
Single Fund
Funds
Global
Early Stage
Region
North America
EMEA
Global
APAC
Global
Stage
Exclusive
Exclusive
Exclusive
Advanced
Advanced
Sourcing
Deal Size
Intermediated $524 million
Proprietary
Proprietary
Proprietary
Proprietary
€60-100 million
EFTA01444310
€150 million
$6 million
$50 million
Intermediated $50 million
Intermediated $200 million
Early Stage Limited Process $1.4 billion
North America Early Stage
Proprietary
$20 million
SOF IV
Investment
$100 million
€60-100 million
€150 million
$6 million
$50 million
$50 million
$200 million
$100+ million
$20 million
Description
• Restructuring of 5 asset portfolio across well-known
brands in the restaurant and fitness sectors with a
middle-market GP that has a very strong track record
• Restructuring of a portfolio of 4 remaining companies in
the Consumer and Business Services sectors, managed
by a UK-based middle-market GP
• Opportunity to invest in a GP-led transaction with key
value drivers in the educational and industrial sectors
•
Insurance company selling a limited partnership interest
in an Asian growth equity fund
• Late-stage primary investment to a fund of diversified,
senior secured, corporate credit portfolios accessed
through CLO investments
• Financial institution selling remaining private equity
portfolio, including buyout, venture capital, growth equity
and mezzanine funds
• Opportunity to purchase a portfolio of 9 limited
partnership interests in global buyout funds
• Spin-off of private equity team from a financial institution
together with a portfolio of 40 companies across Asia
• Opportunity to purchase founder's shares in an existing
portfolio company in Project Porter. The company is a
leading wholesaler of home decor products
For discussion purposes only. There is no guarantee that any pipeline
investment will complete or form part of a future invested portfolio or that
it will be available or, after further due diligence, prove suitable for SOF
IV.
39
EFTA01444311
EFTA01444312
GLDUS128 Patrick Gerschel
SOF IV — Project Sunrise
Sole deal lead
Fund Secondary
Expected Closing Date: April 2018
Key investment data
Invested Capital at close
Discount to NAV at close
Gross multiple at close
% funded at close
Use of leverage
Description
— Motivated quality GP seeking to continue growing 5 attractive midmarket
investments while providing liquidity to LPs
— Largest two assets are franchisees of a well-known dining brand that
has outperformed the broader dining industry over past ten years
— Third value driver is one of the largest Tex-Mex casual dining brands in
the US with a valuable licensing business
— The portfolio also includes a leading burger QSR and a franchisee in
the largest fitness brand focused on low-cost and high-value
1
ca. $100m
7%
1.1x
100%
No
Strategy
Region
Industries
Average age at purchase
Investment rationale / Glendower Team angle
Glendower Team angle
— Ability to quickly deliver a bespoke solution leveraging Glendower's
track record in complex transactions
— Ability to perform extensive diligence, including onsite visits, full
access
to companies' management and industry specialists
Investment rationale
— GP with strong track record
— Attractive entry valuation at blended 7.0x LTM EBITDA multiple
— Conservative capital structure: 2.4x leverage across the portfolio
— Strong free cash flow and downside protection via preferred securities
GP-led Secondary
Seller type:
Transaction summary
Number of companies
Single Asset Deal
Alternative funds
5
Mid-market buyout
US
EFTA01444313
Consumer
7 years
For discussion purposes only. The investment presented above has not closed,
and there is no guarantee that such investment will complete or form part of
a future invested portfolio or that it will be available or, after further
due diligence, prove suitable for SOF IV. This slide should be read and
reviewed in conjunction with the "Important Information" and "Important
Performance Information" and "Notes to Investment Performance" sections.
40
EFTA01444314
GLDUS128 Patrick Gerschel
SOF IV — Project Klein
Exclusive deal
Fund Secondary
Expected Closing Date:
Key investment data
Invested Capital at close
Discount to NAV at close
Gross multiple at close
% funded at close
Use of leverage
Description
— Motivated quality GP aiming to recapitalize and extend their 2007 midmarket
pan-European fund while providing liquidity to LPs
— Key value driver is largest independent UK premium distributor in its
segment, well positioned to benefit from market tailwinds
— Second largest asset is a network of medical and cosmetics UK clinics
with a private and affluent customer base
— The portfolio also includes an Italian digital marketing company and a
management consulting company with blue chip customers
— Glendower Capital retains discretion on use of follow-on capital
June 2018
1
€60-100m (US$80-120m)
>5%
1.1x
80%
No
GP-led Secondary
Seller type:
Transaction summary
Number of companies
Strategy
Region
Industries
Average age at purchase
Single Asset Deal
Alternative funds
4
Mid-market buyout
Europe / UK
Business services / Healthcare services
9 years
Investment rationale / Glendower Team angle
Glendower Team angle
— Ability to quickly deliver a bespoke solution leveraging Glendower's
track record in complex transactions
— Ability to perform extensive diligence, including onsite visits, full
access
to companies' management and industry specialists
— Long 15-year relationship with the GP founder
EFTA01444315
Investment rationale
— Four well-invested companies positioned to capture growth
opportunities arising from ongoing changes in industry landscape
- Key value driver led by industry veteran with a solid track record
- Value-add potential from recently implemented cost efficiency initiatives
— Opportunity to invest in identified follow-ons at closing, and to
contribute
additional capital to exploit market dislocations
For discussion purposes only. The investment presented above has not closed,
and there is no guarantee that such investment will complete or form part of
a future invested portfolio or that it will be available or, after further
due diligence, prove suitable for SOF IV. This slide should be read and
reviewed in conjunction with the "Important Information" and "Important
Performance Information" and "Notes to Investment Performance" sections.
41
EFTA01444316
GLDUS128 Patrick Gerschel
Contents
1
Introduction
2 Glendower Investment Strategy
3
Secondary Market Update
4
5 Glendower Capital Secondary Opportunities Fund IV Key Terms
6
SOF III and IV Update
Appendix
42
EFTA01444317
GLDUS128 Patrick Gerschel
SOF IV — Master Fund Key Terms
Same key terms as SOF III with an increased team commitment
The Fund
Target Size
Structure
Investment Period
Term
Minimum Commitment
Team Commitment
General Partner Share
Carried Interest
Hurdle Rate
Clawback
Glendower Capital Secondary Opportunities Fund IV, LP
English private fund limited partnership
US$1.75 billion (US$2.5 billion hard cap)
4 years from final closing
7 years from final closing plus up to 5 one-year extensions (the first three
one-year extensions being at the discretion of
Glendower and the final two one-year extensions requiring the consent of the
SOF IV advisory committee)
US$5 million
Min of 1% of aggregate commitments
1.25% p.a. of commitments during Investment Period
1.00% p.a. of Invested Capitall for a period of 2 years after the Investment
Period, thereafter greater of 90% of previous year and
0.25%
12.5% on a whole fund basis
8% (with 100% catch-up)
Yes
Please read the confidential private placement memorandum of the Fund (the
"Memorandum") for the full disclosure of risk factors, conflicts of
interest, complete terms, and regulatory and tax considerations of the Fund.
For further disclosure of fees, such as fees and expenses paid by the Fund,
please refer to the Memorandum, the amended and restated limited partnership
agreement and the deed of adherence of the Fund. All such
documents are in the process of being prepared and will be made available to
prospective investors upon request.
1) Invested Capital is the amount of capital invested in investments and the
remaining unfunded obligations reasonably reserved by Glendower for such
investments.
43
EFTA01444318
GLDUS128 Patrick Gerschel
SOF IV - ILPA 2 scorecard
SOF IV Key ILPA 2 Principles
Alignment of interest
1
1
1
1
1
1
1
1 1
1
1
1
— Best practice all-contribution-plus-preferred-return-back-first model
— LP favorable clawback provision
— 100% transaction & monitoring fees offset General Partner share
— Manager equity interest in the Fund (minimum of 1% of aggregate
commitments)
Governance
— Key man and "for cause" removal provisions protective to LPs' interests
— Supermajority vote of LPs required to reverse automatic suspension of
investment period
— No Fault Divorce with 66% vote of LPs
— Clearly and narrowly outlined investment strategy with appropriate
limitations on investment concentration
— Advisory Board best practice set-up
Transparency
— Comprehensive financial reporting
— GAAP and FAS 157 (Topic 820) compliant valuation policy
— General Partner share and carried interest disclosure
— Detailed due diligence provided
LP = limited partner; ILPA = Institutional Limited Partner Association. The
full guidelines can be found at http://ilpa.org/principles-version-2-0/.
44
EFTA01444319
GLDUS128 Patrick Gerschel
Contents
1
Introduction
2 Glendower Investment Strategy
3
Secondary Market Update
4
5 Glendower Capital Secondary Opportunities Fund IV Key Terms
6
SOF III and IV Update
Appendix
45
EFTA01444320
GLDUS128 Patrick Gerschel
Team Bios
Managing Partner
Chief Executive Officer
Deutsche Bank; CDB Web
Tech; General Electric; The
Boston Consulting Group
MBA, Columbia Business
School; MEng, Rome Univ.
CHARLES SMITH
Managing Partner
Chief Investment Officer
Deutsche Bank; Bankers
Trust; Coopers & Lybrand
MA, Cambridge University,
ACMA
ADAM GRAEV
Partner
North America
Deutsche Bank; Pomona;
Lehman Brothers;
Chatterjee/Soros; Cowen
BA, Colgate University
CHI CHEUNG
Partner
Europe
Deutsche Bank
MA, Cambridge University
Based in London, Carlo is a Managing Partner
& Chief Executive Officer of Glendower Capital.
Prior to Glendower, Carlo spent 15 years at
Deutsche Bank where he co-founded and has
led the SOF business since 2006. From 2003
to 2006 he participated in the restructuring and
sale of Deutsche Bank's €6 billion private
equity portfolio. From 2012 to 2016 Carlo
served as the Global Head of DB Private Equity
with US$13 billion AUM in primary fund of
funds, secondary funds and coinvestments.
Before Deutsche Bank, Carlo was
the CEO of a publicly listed venture fund of
funds; an executive at General Electric in the
U.S.; a consultant at The Boston Consulting
Group in New York and served as a junior
officer in the Italian Navy. Carlo is a qualified
civil structural engineer (PEng).
Carlo holds an MBA from Columbia Business
School and an MSc in Civil Engineering from
the University of Rome, Italy.
Based in London, Charles is a Managing
EFTA01444321
Partner & Chief Investment Officer of
Glendower Capital.
Based in New York, Adam is a Partner of
Glendower Capital.
Prior to Glendower, Charles spent 25 years at
Deutsche Bank where he co-founded and has
led the SOF business since 2006. Prior to
setting up the SOF business, from 2003 to
2006 Charles was the Head of UK Corporate
Investments, responsible for the restructuring
and sale of Deutsche Bank's €6 billion
proprietary private equity portfolio. Before that,
Charles was a Managing Director in the bank's
M&A team based in London focused on
originating and executing transactions in the
Technology, Media and Telecoms sectors.
Charles holds an MA in Natural Sciences and
Management Studies from Cambridge
University. He is a Chartered Management
Accountant (ACMA).
Prior to Glendower, Adam spent 10 years at
Deutsche Bank where he was responsible for
the secondary private equity business in the
Americas and led the implementation and
management of secondary transactions. Prior
to joining Deutsche Bank, Adam led private
equity secondary and co-investment deals at
Pomona Capital. Before then, Adam led direct
private equity investments in venture, growth
equity and buyouts at Lehman Brothers Private
Equity and the Chatterjee Group, an affiliate of
Soros Fund Management. Adam began his
career as a financial analyst in technology
investment banking at Cowen & Co.
Adam holds a BA from Colgate University.
Based in London, Chi is a Partner of
Glendower Capital.
Prior to Glendower, Chi spent 19 years at
Deutsche Bank where he was a founding
member of the SOF business in 2006, and
most recently, he was responsible for the
secondary private equity business in Europe
and led the implementation and management
of secondary transactions. Chi joined Deutsche
Bank in 2000 working as an Associate in
Global Corporate Finance focusing on TMT and
real estate advisory, and from 2003 to 2006, he
participated in the restructuring and sale of
Deutsche Bank's €6 billion private equity
portfolio. Previously, Chi completed a two-year
apprenticeship with Deutsche Bank.
EFTA01444322
Chi holds an MA in Economics from Cambridge
University.
46
EFTA01444323
GLDUS128 Patrick Gerschel
Team Bios
DEIRDRE DAVIES
Partner
Chief Operating Officer
Deutsche Bank, ABN Amro,
KPMG
BCom, University of South
Africa; CA (SA)
JOSHUA GLASER
Partner
Client Coverage
Deutsche Bank, Paul
Capital, Forum Capital, CIBC
Oppenheimer
BS, Tufts University
EMILIO OLMOS
Managing Director
Southern Europe, Middle
East and Asia
ADIA, UBS, Deutsche Bank,
Credit Suisse, Lafarge
MSc, HEC Paris; MEng,
Polytechnic Univ. of Madrid
Senior Advisor
Deutsche Bank, Gallo & Co.
MBA, University of Chicago
Booth; MA, Milan University
Based in London, Deirdre is responsible for the
operations of the Fund and the business.
Prior to Glendower, Deirdre spent 15 years at
Deutsche Bank where she was a founding
member of the SOF business in 2006 and was
responsible for the operations (across legal,
compliance and fund finance) and investor
relations for the secondary private equity
business. Previously, she was at KPMG in
South Africa.
Deirdre holds a BCom from the University of
KwaZulu-Natal, South Africa. She is a
Chartered Accountant (CA, SA).
Based in New York, Joshua is responsible for
client coverage and fundraising.
Prior to Glendower, Joshua spent four years at
Deutsche Bank where he was responsible for
fundraising for the secondary private equity
business and managing fundraising processes
for alternative investment products in the
Americas. Before then, Joshua led fundraising
and investor relations for Paul Capital's
EFTA01444324
secondary private equity business and
healthcare royalty program, serving as Head of
Investor Relations. Prior to Paul Capital,
Joshua was a Director with Forum Capital, a
boutique private equity placement group.
Joshua began his career as a financial analyst
in investment banking at CIBC Oppenheimer,
and its predecessor, Oppenheimer & Co, Inc.
Joshua holds a BS from Tufts University.
Based in London, Emilio is responsible for the
origination, valuation, execution and monitoring
of secondary investments in Southern Europe,
the Middle East and Asia.
Prior to Glendower, Emilio was a Portfolio
Manager at ADIA based in Abu Dhabi, where
he spent over five years focusing on secondary
transactions. Previously, he was a Director at
UBS in the Secondary Advisory team. Prior to
that, Emilio was a Vice President at Deutsche
Bank in the SOF Team, which he joined as an
Associate in 2007 shortly after its inception.
Before that Emilio worked at Credit Suisse, in
its investment banking division, and started his
career as a Strategy Analyst at Lafarge UK.
Emilio holds an MSc from HEC Paris and an
MEng from the Polytechnic University of
Madrid, Spain.
Based in Milan, Francesco works with
Glendower Capital on specific secondary and
co-investment opportunities.
Francesco spent 17 years at Deutsche Bank
where he was a founding member of the SOF
business in 2006, and most recently, he was
responsible for co-investments. Francesco
joined Deutsche Bank in 2000 with
responsibility for corporate development in Italy
and participated in the restructuring and sale of
Deutsche Bank's € 6billion private equity
portfolio. Previously he worked at Gallo & Co.,
an Italian merchant bank, where he focused on
restructurings.
Francesco holds an MBA from the University of
Chicago Booth School of Business and an MA
from the University of Milan, Italy.
47
EFTA01444325
GLDUS128 Patrick Gerschel
Team Bios
Principal
Deutsche Bank, Bank of
America, Freddie Mac
BBA, George Washington
University; MBA Columbia
Business School
DEVRUP BANERJEE
Vice President
Deutsche Bank, Goldman
Sachs
MA Economics and
Management, Oxford
ALDRICH CHAN
Vice President
Deutsche Bank, UBS
BS Finance, New York
University's Stern School of
Business.
Vice President
Deutsche Bank, Credit
Suisse, Booz & Company
Diplome d'Ingenieur,
Telecom ParisTech;
MBA Chicago Booth School
of Business.
Based in New York, Rikesh is responsible for
the origination, valuation, execution and
monitoring of secondary investments.
Based in London, Devrup is responsible for the
origination, valuation, execution and monitoring
of secondary investments.
Prior to Glendower, Rikesh spent 8 years at
Deutsche Bank and most recently spent the
past 5 years originating, valuing, executing and
monitoring secondary investments in North
America for the SOF business. Rikesh joined
Deutsche Bank in 2009 working as an
Associate in Global Corporate Finance
focusing on TMT advisory. From 2004 to 2007,
Rikesh was an Assistant Vice President in
Credit Risk Management at Bank of America
and started his career in 2003 as an analyst at
Federal Home Loan Mortgage Corporation
(Freddie Mac) in 2003.
Rikesh holds a BBA from The George
Washington University and a MBA from
Columbia Business School.
EFTA01444326
Prior to Glendower, Devrup spent 5 years at
Deutsche Asset Management valuing,
executing and monitoring secondary
investments for the SOF business. From 2008
to 2012, Devrup worked at Goldman Sachs as
part of the Natural Resources team within the
Investment Banking Division, advising clients
globally on mergers & acquisitions and capital
market transactions.
Devrup graduated from the University of Oxford
with an MA in Economics and Management in
2008.
Based in New York, Aldrich is responsible for
the origination, valuation, execution and
monitoring of secondary investments.
Prior to joining Glendower Capital, Aldrich
spent 4 years at Deutsche Asset Management
valuing, executing and monitoring secondary
investments for the SOF business. He began
his career at UBS Investment Bank's Global
Mergers & Acquisitions Investment Banking
group.
Aldrich received his BS in Finance, summa
cum laude, from New York University's Stern
School of Business. He is currently an MBA
candidate at the University of Pennsylvania's
Wharton School of Business.
Based in London, Philippe is responsible for
the origination, valuation, execution and
monitoring of secondary investments.
Prior to joining Glendower Capital, Philippe
spent 4 years at Deutsche Asset Management
valuing, executing and monitoring secondary
investments for the SOF business. He worked
for 3 years at Credit Suisse as an investment
banking Associate in the Global Industrials
Group and for 2 years at Booz & Company as a
Senior Consultant in the Financial Services
Practice.
Philippe holds an MBA from the University of
Chicago Booth School of Business and a
Master of Engineering (Diplome d'Ingenieur)
from Telecom ParisTech.
48
EFTA01444327
GLDUS128 Patrick Gerschel
Team Bios
VICTORIA LOIDL
Vice President
Deutsche Bank, HSBC
BSc Economics, LSE
ELENA SMIRNOVA
Vice President
Deutsche Bank, HSBC
MSc Global Banking and
Finance, European Business
School, London
JONATHAN ROOME
Associate
Deutsche Bank
BSc Economics, LSE
DOUGLAS O'CONNELL
Associate
Carlyle Metropolitan RE,
Deutsche Bank
BS Finance, Carnegie
Mellon's Tepper School of
Business
Based in London, Victoria is responsible for the
origination, valuation, execution and monitoring
of secondary investments.
Prior to joining Glendower Capital, Victoria
spent 5 years at Deutsche Asset Management
valuing, executing and monitoring secondary
investments for the SOF business. From 2009
to 2012, Victoria worked as Analyst at HSBC
where she worked within the Investment
Banking Division, advising clients globally on
mergers & acquisitions and capital market
transactions.
Victoria graduated from the London School of
Economics with a BA in Management in 2009.
Based in London, Elena is responsible for the
origination, valuation, execution and monitoring
of secondary investments.
Prior to joining Glendower Capital, Elena spent
2 years at Deutsche Asset Management
valuing, executing and monitoring secondary
investments for the SOF business. From 2012
to 2015 Elena worked in HSBC's Financial
Institutions Advisory unit, where she focused
on origination and execution of strategic
events. Elena first joined HSBC in 2010 in their
Global Banking and Markets business.
Elena graduated from the Russian Presidential
Academy of National Economy and Public
EFTA01444328
Administration with a first class degree in
Business Administration and Management in
2008 and holds an MSc in Global Banking and
Finance from the European Business School in
London.
Based in London, Jonathan supports the
transaction team across all secondary
investment related functions, including
evaluation and monitoring of investments.
Based in New York, Doug supports the
transaction team across all secondary
investment related functions, including
evaluation and monitoring of investments.
Prior to joining Glendower Capital, Jonathan
spent 2 years at Deutsche Asset Management
supporting the transaction team in valuing,
executing and monitoring secondary
investments for the SOF business.
Jonathan graduated from the London School of
Economics and Political Sciences with a BSc in
Economics in 2015, having achieved first class
honors.
Prior to joining Glendower Capital, Doug
worked at Metropolitan Real Estate, part of The
Carlyle Group, and spent two years at
Deutsche Asset Management supporting the
hedge fund secondary transaction team in
valuing, executing and monitoring secondary
deals.
Doug graduated in 2015 from Carnegie
Mellon's Tepper School of Business with a
Bachelor of Science in Finance, having
achieved University Honors.
49
EFTA01444329
GLDUS128 Patrick Gerschel
Team Bios
HESLES
Associate
Stifel
BSc Civil Engineering &
Management, Bucknell
University
SHELDON LEE
Analyst
Citibank
MSc Industrial Management,
KTH
BSc Industrial Engineering,
Ecole Nationale Superieure
des Mines de Nancy
Principal, Funds CFO
Deutsche Bank, Brookfield
Properties, Deloitte & Touche
BBA and MAcc, University of
Wisconsin - Madison
LOUISE SCHOEMAN
Vice President, Finance
London Air Ambulance,
Deutsche Bank, Grant Thornton
Bcom (Mons) Accounting
Services, University of Pretoria.
Based in New York, Rafael supports the
transaction team across all secondary
investment related functions, including
evaluation and monitoring of investments.
Based in London, Sheldon supports the
transaction team across all secondary
investment related functions, including
evaluation and monitoring of investments.
Prior to joining Glendower Capital, Rafael spent
3 years at Stifel in the Diversified Industrials
Investment Banking Group working on mergers
& acquisitions and capital market transactions
globally.
Rafael graduated from Bucknell University with
a Bachelor of Science in Civil Engineering and
a Bachelor of Management in 2015.
Prior to Glendower, Sheldon spent over a year
and a half at Citi in London, in the Corporate
and Investment Banking team, focusing on
Private Equity-owned companies.
Sheldon holds an MSc. in Industrial
Management from KTH Royal Institute of
EFTA01444330
Technology, Sweden, and a BSc in Industrial
Engineering from Ecole Nationale Superieure
des Mines de Nancy, France.
Based in New York, Katie is the Chief Financial
Officer for Fund Finance.
Prior to Glendower, Katie spent 10 years at
Deutsche Asset Management in the SOF fund
finance team, first as financial controller and
then as the Chief Financial Officer. Prior to
Deutsche Bank, Katie was a controller at
Brookfield Office Properties and a financial
accountant at Trizec Properties. She began
her career as an associate in Audit and
Assurance at Deloitte & Touche.
Katie holds a BBA and MAcc in Accounting
from the University of Wisconsin — Madison.
Based in London, Louise is responsible for the
finance operations of the management
company as well as its compliance and risk
management functions.
Prior to Glendower Capital, Louise was
Finance Director for London's Air Ambulance,
a registered charity. Louise worked with the
SOF Team in 2011-13 as a business manager,
having started her career as an accountant at
Grant Thornton in Pretoria before moving to
London in 2007.
Louise graduated from the University of
Pretoria with a BCom (lions) in Accounting
Sciences in 2003, and qualified as a Chartered
Accountant in 2007.
50
EFTA01444331
GLDUS128 Patrick Gerschel
SOF III - Investor base
SOF III key info
First and final closing
Fund size
including Deutsche Bank and team commitment of
Number of investors
20-Oct-2014
US$1.65 billion
US$33 million
921
SWF
21%
Investor region
Size of individual commitments
21%
100%
18%
North
America
44%
Europe
20%
Middle
East
19%
Asia
Pacific
17%
20%
40%
60%
80%
0%
<$25m
$25-50m
$50-100M
$100-150m
(1) The number of investors includes all investors in SOF III with
commitments over US$2m. The total number of investors, including those
investing through private wealth feeder funds, is 470.
51
>$150m
8%
16%
37%
Family
Office/HNWI
30%
Foundation
EFTA01444332
2%
Insurance
13%
Investor type
GP
2%
Pension
32%
EFTA01444333
GLDUS128 Patrick Gerschel
SOF III
Overall transaction summary as of September 30, 2017
Project name Sourcing
1- Porter
2- Fitzgerald II
3- Malcolm
4- Costa
5- Diamond
6- Mozart
7- Leibovitz
8- Pascoli
9- Clegane
10- Steinbeck II
11- Minnow
12- Neon
13- Gonzaga
14- Drive
15- Flute
16- Iskar
17- Bosch
18- Staccato
19- Rose
20- Janos
21- Aurum
22- Laurel
23- Tower I & II
24- Falco
25- Peak
26- Amy
27- Chaucer
28- Westeros
29- Eddard
30- Sutherland
31- Christophe
32- Newton
33- Mitchell
34- Gini
35- Artemis
SOF III Closed
Seller type
Limited Process Multiple
Proprietary
Limited Process
Limited Process
Limited Process
Proprietary
Proprietary
Proprietary
Proprietary
Limited Process
EFTA01444334
Proprietary
Limited Process
Limited Process
Proprietary
Proprietary
Proprietary
Proprietary
Limited Process
Financial Institution
Pension
Pension
Alternative Funds
Multiple
Multiple
Corporate
Corporate
Limited Process Multiple
Syndication
Pension
Financial Institution
Corporate
Financial Institution
Limited Process SWF
Proprietary
Multiple
Family Office
Multiple
Family Office
Family Office
Alternative Funds
Financial Institution
Limited Process Multiple
Proprietary
Limited Process Multiple
Proprietary
Proprietary
Limited Process Multiple
Limited Process
Limited Process
Proprietary
Limited Process
Proprietary
Proprietary
Alternative Funds
Family Office
N/A
Alternative Funds
Alternative Funds
N/A
Alternative Funds
Public to Private
EFTA01444335
Limited Process SWF
Deal type
GP-led Secondary
Single Asset Deal
Fund Secondary
Fund Secondary
Fund Secondary
GP-led Secondary
GP-led Secondary
Single Asset Deal
Single Asset Deal
Fund Secondary
Fund Secondary
Fund Secondary
Single Asset Deal
Fund Secondary
Fund Secondary
GP-led Secondary
Fund Secondary
GP-led Secondary
Single Asset Deal
Single Asset Deal
Single Asset Deal
GP-led Secondary
Fund Secondary
Fund Secondary
GP-led Secondary
Fund Secondary
Fund Secondary
GP-led Secondary
Fund Secondary
Fund Secondary
Fund Secondary
Fund Secondary
Single Asset Deal
Family Office / HNWI Single Asset Deal
Fund Secondary
Total
Funds
2
1
1
1
11
1
1
1
1
2
1
2
EFTA01444336
1
1
17
1
14
2
1
1
1
11
1
4
1
13
1
2
6
1
1
41
1
1
1
149
Companies
8
1
15
6
60
2
4
1
1
24
40
10
1
2
1,294
1
169
3
1
1
1
33
4
19
4
95
EFTA01444337
5
8
35
4
12
968
1
1
3
2,837
1
Invested capital
(US$m)
144.9
36.8
109.4
12.9
23.0
25.5
61.2
27.5
14.7
100.0
65.3
7.2
14.3
17.6
54.7
34.6
86.6
40.2
27.0
29.9
23.1
101.6
41.8
13.7
79.0
35.7
154.9
239.7
51.3
9.5
44.2
118.0
32.0
42.0
11.4
1,931.2
2
Funded capital
EFTA01444338
(US$m)
117.2
36.8
46.0
13.0
9.7
25.5
65.7
27.5
14.7
49.0
9.3
6.5
15.1
17.6
13.9
26.6
40.2
26.0
26.7
29.9
22.9
40.7
27.6
7.1
57.2
15.0
81.6
178.6
27.6
9.8
3.4
4.4
31.9
27.4
10.5
1162.6
2
Initial
closing
Q4 14
Q4 14
Q4 14
Q1 15
Q2 15
Q2 15
Q3 15
Q3 15
Q3 15
Q3 15
Q4 15
EFTA01444339
Q4 15
Q4 15
Q4 15
Q4 15
Q1 16
Q1 16
Q2 16
Q2 16
Q2 16
Q3 16
Q3 16
Q3 16
Q3 16
Q4 16
Q4 16
Q1 17
Q1 17
Q1 17
Q1 17
Q1 17
Q2 17
Q3 17
Q3 17
Q3 17
Gross
multiple
1.9x
1.6x
1.Ox
1.Ox
1.6x
0.8x
1.2x
0.0x
1.8x
1.2x
2.9x
1.2x
1.Ox
2.6x
1.4x
2.3x
1.5x
1.5x
1.Ox
1.2x
0.7x
2.1x
1.7x
1.7x
1.2x
EFTA01444340
1.8x
1.Ox
1.2x
1.5x
1.6x
0.9x
4.1x
1.Ox
1.Ox
1.3x
1.4x
3
Portfolio detail
US — mid-market buyout
US — buyout
RoW — buyout
Europe — buyout
Global — diversified
Europe — growth equity
Europe — growth equity
Global — buyout
US — mid-market buyout
Global — diversified
Global — real estate
Europe — real estate
Europe — mid-market buyout
RoW — buyout
Global — buyout
Europe — real estate
Global — diversified
Europe — mid-market buyout
Europe — mid market buyout
US — mid-market buyout
Europe — mid-market buyout
Europe — diversified
US — mid-market buyout
US — real estate
Europe — mid-market buyout
Global — diversified
Europe — growth equity
US — mid-market buyout
Europe — mid-market buyout
Europe — mid-market buyout
Global — real estate
US - diversified
Europe - buyout
US - mid-market buyout
Europe - mid-market buyout
(1) Number of companies are best estimate.
(2) Invested Capital is the Transaction Size and is described as purchase
price plus unfunded obligations. Funded capital is the amount funded in each
EFTA01444341
Transaction. The Net Multiple (TVPI) for SOF III is 1.3x.
(3) The performance figures have been calculated based on unaudited fair
values and should be read and reviewed in conjunction with the "Important
Information" and "Important Performance Information" sections. Past
performance is not a guarantee or indicator of future results, and there can
be no assurance that the Fund will achieve comparable results.
52
EFTA01444342
GLDUS128 Patrick Gerschel
SOF II — Portfolio construction
Gross invested capital breakdown
Overview
Vintage
Fund size
Gross invested capital
Performance as of September 30, 2017
Capital called
Distributions, net
Remaining NAV
Total net return
Asset geography
Investment strategy
2011
US$614m
668m
16%
509m
592m
187m
US$779m
1.16x
22%
0.37x
1.53x
20%
Vintage year
12%
5%
6%
Europe
56%
North
America
40%
RoW
3%
Asia
Pacific
1%
20%
38%
54%
4%
4%
Large Buyout
Mid-Market Buyout
Growth Equity
Real Estate
Other
EFTA01444343
21%
17%
13%
10%
11%
8%
19%
Pre 2005
2005 - 2006
2007 - 2008
2009 - 2011
2012 - 2013
2014 - 2015
5%
7%
3%
5%
Other
Communications & Media
Real Estate
Natural Resources
Financial Services
Healthcare
Technology
Business Services
Consumer
Industrials
Sector composition
As at September 30, 2017. Past performance is not a guarantee or indicator
of future results , and there can be no assurance that the fund will achieve
comparable results.
This page should be reviewed in conjunction with the "Important Information"
and "Notes to Investment Performance" sections of this Presentation.
53
EFTA01444344
GLDUS128 Patrick Gerschel
SOF II
Overall transaction summary as of September 30, 2017
Project name
1- Monet I, II
2- Beethoven
3- Rembrandt
4- Giant
5- Hemingway
6- Modigliani I-V & RE
8- Hockney
9- Chagall
10- Hopper
11- Donatello
12- Pollock
13- Whitney
15- Constable
16- Cecconi
17- Bailey
18- Steinbeck
19- Guardi
21- Windmill I, II
23- Browning
24lonesco
25-
Zampieri
26- Fitzgerald
28- Porter
29- Fitzgerald II
30- Abels
31- Laurel
SOF II
Sourcing
Limited Process
Proprietary
Proprietary
Proprietary
Limited Process
Proprietary
Limited Process
Limited process
Syndication
Proprietary
Proprietary
Limited process
Limited process
Proprietary
Proprietary
Proprietary
Limited process
Proprietary
EFTA01444345
Limited Process
Proprietary
Proprietary
Syndication
Limited process
Proprietary
Limited process
Limited process
Seller type
Pension
Multiple
Financial Institution
Financial Institution
Financial Institution
HNW/ Family office
Alternative Funds
Financial Institution
Alternative Funds
Corporate
HNW/ Family office
Pension Fund
Alternative Funds
HNW/ Family office
Alternative Funds
Financial Institution
HNW/ Family office
Corporate
HNW/ Family office
Alternative Funds
Corporate
Corporate
Alternative Funds
Financial Institution
Alternative Funds
Financial Institution
Deal type
Fund Secondary / Single Asset Deal
GP-led Secondary
Fund Secondary
Fund Secondary
Fund Secondary
Fund Secondary
Fund Secondary
Fund Secondary
GP-led Secondary
Fund Secondary
Fund Secondary
Fund Secondary
Fund Secondary
Fund Secondary
GP-led Secondary
EFTA01444346
Fund Secondary
Fund Secondary
Single Asset Deal
Fund Secondary
Single Asset Deal
Single Asset Deal
Single Asset Deal
GP-led Secondary
Single Asset Deal
Fund Secondary
GP-led Secondary
Total
Funds
3
1
2
1
1
17
1
1
1
1
1
1
1
4
1
2
11
1
6
1
1
1
2
1
1
11
75
Companiesl
14
6
11
32
10
225
8
43
5
10
EFTA01444347
12
12
11
73
4
30
140
1
37
1
1
1
8
1
8
33
737
Invested capital2
(US$m)
46.8
27.1
2.2
3.4
16.4
38.4
9.5
9.4
15.1
3.0
13.4
64.0
26.1
12.8
30.2
97.3
13.3
22.7
8.8
27.7
23.8
15.0
74.7
10.0
11.8
45.2
668.1
Funded capital2
(US$m)
45.8
26.9
2.2
EFTA01444348
3.1
16.4
37.1
8.1
8.4
14.1
3.0
13.1
21.5
24.3
11.0
30.5
81.7
11.8
20.5
7.1
26.8
23.4
15.0
60.4
10.0
10.6
19.0
551.7
Initial
closing
Q3 11
Q3 11
Q3 11
Q4 11
Q4 11
Q1 12
Q2 12
Q3 12
Q3 12
Q3 12
Q3 12
Q4 12
Q1 13
Q2 13
Q2 13
Q3 13
Q4 13
Q1 14
Q1 14
Q2 14
Q2 14
Q3 14
Q4 14
Q4 14
Q4 14
EFTA01444349
Q3 16
Gross
multiple
0.7x
1.6x
3.0x
1.8x
1.0x
2.Ox
1.5x
1.6x
1.6x
1.1x
2.3x
2.9x
1.2x
1.8x
2.4x
1.3x
1.8x
0.7x
1.9x
2.8x
1.6x
1.4x
1.9x
1.6x
1.3x
2.Ox
1.7x
3
Portfolio detail
Europe — buyout
Europe — growth equity
Europe — late stage venture
US — mezzanine
US — special situations
Global — diversified
Europe — mid-market buyout
Europe — mezzanine
US — mid-market buyout
US — mezzanine
US — mid-market buyout
Europe — buyout
Europe — buyout
Global — diversified
Europe — growth equity
Global — diversified
Global — diversified
Europe — growth equity
US — diversified
EFTA01444350
Europe — buyout
Europe — mid-market buyout
US — buyout
US — mid-market buyout
US — buyout
Europe — growth equity
Europe — diversified
(1) Number of companies are best estimate.
(2) Invested Capital is the Transaction Size and is described as purchase
price plus unfunded obligations. Funded capital is the amount funded in each
Transaction. The Net Multiple (TVPI) for SOF II is 1.5x.
(3) The performance figures have been calculated based on unaudited fair
values and should be read and reviewed in conjunction with the "Important
Information" and "Important Performance Information" sections of this
Presentation.
54
EFTA01444351
GLDUS128 Patrick Gerschel
SOF
Remaining portfolio construction by FMV1 as of September 30, 2017
Overview
Vintage
Fund size
Invested capital
Capital called
Distributions, net
Remaining NAV
Total net return
Asset geography
Investment strategy
2006
6% 0%
US$565m
549m
421m
756m
20m
US$775m
1.80x
0.05x
1.84x
22%
Vintage year
10%
2%
20%
Europe
90%
North
America
10%
33%
46%
Pre 2006
2006
2007
2008 - 2009
1) FMV = Fair Market Value
Past performance is not a guarantee or indicator of future results, and
there can be no assurance that the fund will achieve comparable results.
This page should be reviewed in conjunction with the "Important Information"
and "Notes to Investment Performance" sections of this Presentation.
55
5%
Financial Services
IT and Technology
18%
EFTA01444352
Business Services
49%
45%
Large Buyout
Growth Equity
Special Situations
Mezzanine
28%
Healthcare
Sector composition
21%
Industrials
18%
Other
EFTA01444353
GLDUS128 Patrick Gerschel
SOF & SOF D
Overall transaction summary as of September 30, 2017
Project name
1- Leonardo
2- Sprint
3- Constellation
4- Crown
5- Freedom
6- Pigeon
7- Hoover I
8- Hoover II
9- Amadeus I
10- Hoover III
11- Amadeus II
12- Hoover IV
13- Hoover V
14/21- Bach
15- Hoover VI
16- Hoover VII
17- Hoover VIII
18- DaVinci
19- Imperial
20- Hoover IX
SOF
4
4
4
4
4
4
4
4
4
18- DaVinci
SOF and SOF D
(1) Number of companies are best estimate.
(2) Invested Capital is the Transaction Size and is described as purchase
price plus unfunded obligations. Funded capital is the amount funded in each
Transaction. The Net Multiple (TVPI) for SOF and SOF D is 1.8x and
2.3x respectively. Converted from EUR to US$ using a rate of 1.1822.
(3) The performance figures are based on unaudited fair values and should be
read and reviewed in conjunction with the "Important Information" and
"Important Performance Information" sections. Gross returns are gross of
fees, expenses and carried interest, which are not charged at the investment
level so performance is not expected to be representative of investment
returns to investors. Investors should consult with their own advisers
as to the appropriate factors to be considered in evaluating this
information. Past performance is not a prediction of future performance, but
it is included to demonstrate the track record of the Glendower SOF Team and
there can be no assurance that SOF IV will achieve comparable results or
EFTA01444354
that any target results will be achieved.
(4) Hoover transactions represent the investments made by SOF via a special
purpose vehicle ("SPV") attracting additional accounting and administrative
expenses. The actual performance for the SPV may be lower than
the performance of the individual investments because of the additional
accounting and administrative expenses. The aggregate net multiple of this
SPV, including the fees and expenses is 1.9x.
56
Sourcing
Proprietary
Syndication
Syndication
Syndication
Syndication
Limited Process
Proprietary
Proprietary
Limited Process
Limited Process
Limited Process
Limited Process
Limited Process
Proprietary
Limited Process
Proprietary
Proprietary
Proprietary
Proprietary
Proprietary
Proprietary
Seller type
Financial Institution
Public to private
Alternative Funds
Financial Institution
Pension
Alternative Funds
HNW/Family Office
Financial Institution
Endowment
Financial Institution
Alternative Funds
Alternative Funds
Financial Institution
Multiple
Alternative Funds
HNW/Family office
HNW/Family office
Financial Institution
Financial Institution
EFTA01444355
HNW/Family office
Financial Institution
Deal type
Fund Secondary
Single Asset Deal
GP-led Secondary
GP-led Secondary
GP-led Secondary
Fund Secondary
Fund Secondary
Fund Secondary
Fund Secondary
Fund Secondary
Fund Secondary
Fund Secondary
Fund Secondary
GP-led Secondary
Fund Secondary
Fund Secondary
Fund Secondary
Fund Secondary
Fund Secondary
Fund Secondary
Sub Total
Fund Secondary
Total
Funds
96
1
1
1
1
1
2
1
1
1
1
1
1
1
2
4
1
28
2
7
154
28
154
Companiesl
EFTA01444356
609
1
34
22
3
20
104
4
11
1
1
8
14
7
22
78
196
193
152
294
1,774
193
1,774
Invested capital2
(US$m)
205.3
36.0
16.5
19.4
15.0
22.8
0.4
0.1
16.1
2.7
5.4
3.3
3.4
39.0
4.8
2.9
0.5
103.3
51.1
0.8
548.8
138.1
686.9
Funded capital2
(US$m)
166.0
EFTA01444357
36.1
16.7
21.6
12.1
24.7
0.4
0.3
16.2
2.6
5.5
2.6
3.5
32.3
5.8
2.8
0.5
53.7
29.4
0.7
433.3
67.2
500.5
Initial
closing
Q1 07
Q3 07
Q3 07
Q4 07
Q2 08
Q4 08
Q4 08
Q1 09
Q1 09
Q2 09
Q2 09
Q2 09
Q4 09
Q4 09
Q1 10
Q2 10
Q3 10
Q3 10
Q4 10
Q4 10
Q3 10
Gross
multiple
2.0x
3.0x
0.9x
1.7x
EFTA01444358
0.3x
1.3x
1.9x
8.8x
2.4x
0.8x
3.3x
2.2x
1.7x
2.0x
1.7x
3.4x
2.8x
3.Ox
1.9x
2.6x
2.1x
3.Ox
2.2x
3
Portfolio detail
US / Europe — diversified
Europe — buyout
US / Europe — growth equity
Europe — special situations
US — mid-market buyout
US — mid-market buyout
US / Asia — diversified
US — mezzanine
Europe — buyout
Europe — mid-market buyout
Europe — buyout
Europe — mid-market buyout
US — mezzanine
Europe — venture capital
US / Europe — mid-market buyout
US — mid-market buyout
US — mid-market buyout
US / Europe — diversified
US / Europe — mezzanine
US / Europe — diversified
US / Europe — diversified
EFTA01444359
GLDUS128 Patrick Gerschel
Important Information (1/2)
This confidential presentation (this "Presentation") is being made available
to you (the "Recipient") by Glendower Capital, LLP ("Glendower"), which is
authorized and regulated by the United Kingdom
Financial Conduct Authority, for the purpose of providing certain summary
information about certain existing and future funds and accounts that are
managed or advised by Glendower, including in
connection with your evaluation of a potential investment in the fund be to
known as Glendower Capital Secondary Opportunities Fund IV, LP (the "Fund").
This Presentation may refer to certain events as having occurred and
documents as having been entered into which may not have occurred or been
entered into at the date that this Presentation is
made available but that Glendower expects will occur or be entered into
thereafter.
This Presentation is not an offer to sell, nor a solicitation of an offer to
buy, any security, and may not be used or relied upon in connection with any
offer or solicitation. A private offering of interests in
the Fund will be made only pursuant to the offering documents for the Fund,
which contain additional information about the investment objective, terms
and conditions of an investment in the Fund and
also contain tax information and risk disclosures that are important to any
investment decision regarding the Fund. No person has been authorized to
make any statement concerning the Fund other
than as set forth in the offering documents and any such statements, if
made, may not be relied upon. The offering documents will be furnished to
qualified investors on a confidential basis at their
request. The information contained in this Presentation will be superseded
by, and is qualified in its entirety by reference to, such offering
documents.
An investment in the Fund will involve significant risks, including loss of
the entire investment. The interests in the Fund will be illiquid, as there
is no secondary market for interests in the Fund and
none is expected to develop. There will be restrictions on transferring
interests in the Fund, investments may be leveraged and the investment
performance may be volatile. Before deciding to invest in
the Fund, prospective investors should read the offering memorandum and pay
particular attention to the risk factors contained in the offering
documents. The fees and expenses charged in
connection with an investment in the Fund may be higher than the fees and
expenses of other investment alternatives and may offset profits. Investors
should have the financial ability and willingness
to accept the risk characteristics of the Fund's investments.
Potential conflicts of interest may arise from the relationship between
Credit Suisse Asset Management Limited and its affiliates ("Credit Suisse"),
which is acting as the Fund's placement agent. Credit
Suisse is not acting and will not act as a municipal advisor within the
meaning of Section 975 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act and the rules and regulations
promulgated thereunder ("Municipal Advisor Rule").
Any services, material, or information that Credit Suisse provides to a
EFTA01444360
municipal entity or obligated person as defined by the Municipal Advisor
Rule ("Covered Party") are provided on an arm's length
basis and not as an advisor or fiduciary to the Covered Party. Covered
Parties should consult with their own internal and external advisors before
taking action with respect to any services, material, or
information provided to them by Credit Suisse. Credit Suisse also will not
solicit a Covered Party for direct or indirect compensation on behalf of an
unaffiliated investment adviser for the purpose of
obtaining or retaining an engagement for that investment adviser by the
Covered Party to provide investment advisory services to or on behalf of the
Covered Party.
This Presentation contains information that has been or may have been
provided by a number of sources and has not been independently verified.
Nothing contained herein shall constitute any
representation or warranty and no responsibility or liability is accepted by
Glendower or its affiliates as to the accuracy or completeness of any
information supplied herein.
Unless otherwise stated, the information in this Presentation has not been
audited or verified by an independent party, and should not be seen as any
representation of returns that might be achieved.
The information contained herein must be kept strictly confidential and may
not be reproduced or redistributed in any format without the approval of the
Fund. Notwithstanding the foregoing, each
investor and prospective investor (and each employee, representative, or
other agent thereof) may disclose to any and all persons, without limitation
of any kind, the tax treatment and tax structure of
the Fund and its investments and all materials of any kind (including
opinions or other tax analyses) that are provided to such investor or
prospective investor relating to such tax treatment and tax
structure, provided, however, that such disclosure shall not include the
name (or other identifying information not relevant to the tax structure or
tax treatment) of any person and shall not include
information for which nondisclosure is reasonably necessary in order to
comply with applicable securities laws.
57
EFTA01444361
GLDUS128 Patrick Gerschel
Important Information (2/2)
Past performance is not necessarily indicative of future results and there
can be no assurance that the Fund will achieve comparable results, that the
returns generated by the Fund will equal or
exceed those presented herein or that the Fund will be able to implement its
investment strategies or achieve its investment objectives. The Fund's
investment strategy and applicable investment
restrictions may differ from those historically employed and economic
conditions may differ materially from the conditions under which any other
investment fund or account managed or advised by
Glendower has invested.
All statements of opinion and / or belief contained in this Presentation and
all views expressed and all projections, forecasts or statements relating to
expectations regarding future events or the
possible future performance of the Fund represent Glendower's own assessment
and interpretation of information available to it as at the date of this
Presentation. No representation is made or
assurance given that such statements, views, projections or forecasts are
correct, that the objectives of the Fund will be achieved or that investors
will receive a return of their capital.
In addition, no responsibility or liability or duty of care is or will be
accepted by Glendower or its respective affiliates, advisers, directors,
employees or agents for updating this Presentation (or any
additional information), correcting any inaccuracies in it or providing any
additional information to you. Accordingly, to the fullest extent possible
subject to applicable law, none of Glendower or its
affiliates and their respective shareholders, advisers, agents, directors,
officers, partners, members and employees shall be liable (save in the case
of fraud) for any loss (whether direct, indirect or
consequential), damage, cost or expense suffered or incurred by any person
as a result of relying on any statement in, or omission from, this
Presentation.
Any forward-looking statements (including, without limitation, projections
of future earnings or value), results or valuations herein are based upon
current assumptions, may be simplified and may
depend upon events outside the control of Glendower or its affiliates. Other
events that were not taken into account may occur and may significantly
affect the analysis herein. Therefore, changes to
any assumptions may have a material impact on any valuations or projections.
Actual results may therefore be materially different from any forecast,
opinion or valuation herein. Prospective investors
in the Fund should not rely on these forward-looking statements in deciding
whether to invest in such Fund. The information contained in this
presentation has been obtained from sources outside of
Credit Suisse. While such information is believed to be reliable for the
purposes used herein, neither Credit Suisse, nor any of its affiliates or
partners, members or employees, assume any
responsibility for the accuracy of such information.
See the "Notes to Investment Performance" containing additional important
information regarding performance and targeted returns.
EFTA01444362
This Presentation does not form part of the basis for any contract between
Glendower or its affiliates and any investor. Recipients of this
Presentation shall not treat this Presentation as tax,
regulatory, accounting, legal, investment or any other advice in relation to
the Recipient of this information and this information should not and cannot
be relied upon as such. The distribution of this
Presentation and participation in the Fund may be restricted by law in
certain jurisdictions. Persons who come into possession of this Presentation
are required to inform themselves about, and to
observe, any such restrictions.
No governmental authority has passed on the merits of the offering of
interests in the Fund or the adequacy of the information contained herein.
Any representation to the contrary is unlawful.
Prospective investors should pay particular attention to the information
contained in the offering documents pertaining to certain conflicts of
interests and risk factors. An investment in the Fund is
suitable only for sophisticated investors and requires the financial ability
and willingness to accept the high risks and lack of liquidity associated
with an investment in the Fund. Investors in the Fund
must be prepared to bear such risks for an indefinite period of time.
58
EFTA01444363
GLDUS128 Patrick Gerschel
Key Definitions
"Single Asset Deal" means an investment by the Fund (directly or indirectly)
in a portfolio company alongside one or more private equity fund sponsors
(and any follow-on investments in any such
investment, but not including any GP-led Secondary) as reasonably determined
by the Manager as the context requires. "Fund Secondary" means (a) an
interest held directly or indirectly by the Fund
in a generalist or specialist private equity fund structure (including a
fund of funds, feeder fund or other similar structure) acquired in a
standalone transaction or (b) a portfolio of such interests acquired
in a single transaction, in each case as reasonably determined by the
Manager as the context requires, provided that any interest referred to in
clause (a) shall be in a fund structure that either has an
investment period that is expired (other than for follow-on investments) or
has drawn down or committed to invest at least 50% of its aggregate
commitments, and provided that any portfolio of
interests referred to in clause (b) shall be in fund structures that in the
aggregate have drawn down or committed to invest at least 50% of their
aggregate commitments, provided further that the
aggregate commitments of any fund structure that has an investment period
that is expired (other than for follow-on investments) shall be deemed to
equal the amount drawn down in such fund
structure and provided, further, that a Fund Secondary shall not also be
determined to be an Early Stage Investment.
"GP-led Secondary" means an investment interest held by the Fund (directly
or indirectly) in private equity fund structure or a portfolio of direct
private equity assets through bespoke liquidity solutions
(and any follow-on investments in any such investment interest, but not
including any Single Asset Deals) as reasonably determined by the Manager as
the context requires.
"SOF" means DB Secondary Opportunities Fund A, L.P., DB Secondary
Opportunities Fund B, L.P. and DB Secondary Opportunities Fund C, L.P.
"SOF D" means DB Secondary Opportunities Fund D, L.P.
"SOF II" means Secondary Opportunities Fund II, LP.
"SOF III" means Secondary Opportunities Fund III, LP.
"SOF Funds," "SOF Program," or "Secondary Opportunities Funds" means SOF,
SOF D, SOF II and SOF III.
"SOF Team" and "Glendower SOF Team" have the meanings set forth in the
Memorandum.
"Russell 2000 Index": The Russell 2000 Index is a small-cap stock market
index of the bottom 2,000 stocks in the Russell 3000 Index. The index is
maintained by FTSE Russell, a subsidiary of the
London Stock Exchange Group.
"MSCI World Index": The MSCI World Index is a broad global equity benchmark
that represents large and mid-cap equity performance across 23 developed
markets countries. It covers approximately
85% of the free float-adjusted market capitalization in each country.
"Thomson Reuters Private Equity Buyout Index": The Thomson Reuters Private
Equity Buyout Index seeks to replicate the return profile of the private
equity buyout asset class by constructing a
EFTA01444364
combination of sector portfolio returns. These sector portfolios are
designed to track the performance of private equity sector investments by
holding liquid exchange traded instruments rather than
investing directly in private equity firms.
For other definitions please refer to the Memorandum.
59
EFTA01444365
GLDUS128 Patrick Gerschel
Notes to Investment Performance
Important Information on the Track Record.
The Glendower SOF Team spun-off from Deutsche Bank and its affiliates
("Deutsche Bank") on August 1, 2017 and established Glendower Capital, LLP
and its affiliates (together, "Glendower") as an
independent private equity firm owned by its partners focused on secondary
transactions in private markets. The performance information and track
record set out in this Presentation in respect of the
SOF Funds covers the period time from inception of the SOF Funds to date,
including the time prior to the formation of Glendower, when the team were
employees of Deutsche Bank. In evaluating
the track record, each Recipient should note that (i) Carlo Pirzio-Biroli
and Charles Smith have been permanent voting members of the SOF Funds
investment committees since inception; (ii) Chi
Cheung, Francesco Rigamonti and Adam Graev have attended as observers the
majority of investment committees of the SOF Funds since inception, they
were appointed in December 2011 during
the SOF II investment period as voting members on a rotational basis and
have been permanent voting members since January 2013; (iii) other employees
of Deutsche Bank who were not part of the
SOF investment team and that have not joined Glendower were involved at
different times on the investment committees of the SOF Funds and the
investment decision-making process in respect of
the investments made by the SOF Funds and (iv) in connection with the
investments comprising the track record, the Glendower investment
professionals were part of a larger group within Deutsche
Bank. The investment performance included herein is intended solely to
provide Recipients with information about the Glendower SOF Team's
investment experience. The performance information
provided herein has been prepared by Deutsche Alternative Asset Management
(Global) Limited ("DAAM(G)L") and provided to Glendower and relates to the
SOF Funds and the related individual
underlying transactions, in respect of which the Glendower SOF Team were
involved in their capacity as portfolio managers and/or investment committee
members while employed at Deutsche Bank.
Glendower takes responsibility for its use of this performance information
and its compliance with all applicable laws, regulations, rules and
guidelines, including, but not limited to, the Investment
Advisers Act of 1940, as amended, and in particular, Rule 204-2 thereunder,
and DAAM(G)L takes no responsibility for the use of such performance
information by Glendower.
Investment returns. Unless otherwise stated, returns are as of September 30,
2017, are unaudited and are illustrative only. As used herein, and unless
otherwise indicated, "Gross IRR" and "Net
IRR" shall mean an aggregate, compound, annual, gross or net, as applicable,
internal rate of return on investments, based on daily cash flows.
Calculations are presented based on actual cash flows
to and from limited partners. All IRRs are presented on a "gross" basis
unless otherwise stated (i.e., they do not reflect the priority profit
share, carried interest, taxes, transaction costs in connection
EFTA01444366
with the disposition of unrealized investments and other expenses that are
borne by investors in the applicable funds, all of which will reduce returns
and, in the aggregate, are expected to be
substantial). Net IRR is presented after deducting all priority profit
share, carried interest, taxes, transaction costs and other fees and
expenses (other than taxes borne or to be borne by investors,
including as a result of an investor's domicile). Further, note that the
calculation methodology adopted to calculate Net IRR in respect of the SOF
Funds is impacted by the SOF Funds' use of
subscription line facilities. Returns reflect purchase price netting in all
instances where subscription credit lines, payment deferrals, and permanent
fund borrowing have been utilized. Although the
manager maintains flexibility to do so, capital has not been recycled to
date. Distributions to Paid-in Capital ("DPI") represents aggregate
distributions to investors in the SOF Funds relative to
aggregate capital contributions to the SOF Funds. Residual Value to Paid-in
Capital ("RVPI") represents the value of the SOF Funds investors' interest
held within the SOF Funds relative to aggregate
capital contributions to the SOF Funds, net of the SOF Funds' carried
interest, management fees and other expenses. Total Value to Paid-in Capital
("TVPI"): TVPI =DPI + RVPI. Gross multiple
represents Total Value divided by Funded Capital. Net fund data (net TVPI,
etc.) net performance data reflects amounts net of the SOF Funds' carried
interest, management fees and other expenses.
Valuations. Valuations of unrealized investments are generally based on a
good faith and reasonable determination by the general partner of the
relevant investment fund. Any such valuation of
unrealized investment will be based on assumptions that such general partner
believes are reasonable under the circumstances, the actual realized returns
on unrealized investments will depend on,
among other factors, future operating results, the value of the assets and
market conditions at the time of disposition, any related transaction costs
and the timing and manner of sale, all of which may
differ from the assumptions on which the valuations used in the prior
performance data contained herein are based. Accordingly, the actual
realized returns generated by these unrealized investments
may differ materially from the returns indicated herein.
Target returns. The targeted returns (the "Targets") presented herein are
based on Glendower's views regarding the returns on investments that such
funds may be able to achieve during their
respective terms based on the investment performance of similar investments,
current market conditions, potential investment opportunities that are being
reviewed or have recently been reviewed,
availability of financing and certain assumptions about investing conditions
and market fluctuation or recovery. The Targets are also based on models,
estimates, and assumptions about performance
believed to be reasonable under the circumstances. There is no guarantee
that the facts upon which such assumptions are based will materialize as
anticipated and will be applicable to such funds'
investments. Individual investments made by such funds may have anticipated
returns below or above the Targets. The Targets are hypothetical and are
EFTA01444367
neither a guarantee nor a prediction or
projection of future performance. A broad range of risks could cause the
funds to fail to meet their Targets. As with other gross returns, gross
Targets do not reflect the priority profit share, "carried
interest," taxes, transaction costs in connection with the disposition of
unrealized investments and other expenses that will be borne by investors,
which will reduce returns and, in the aggregate, are
expected to be substantial.
60
EFTA01444368
GLDUS128 Patrick Gerschel
Important Information for Recipients in Certain
Jurisdictions (1/6)
For Residents of the European Economic Area.
For the purposes of the EU Alternative Investment Fund Managers Directive
(the "AIFMD"), the Fund will constitute an EU AIF (as defined in the AIFMD)
whose AIFM (as defined in the AIFMD) is the
Manager, itself an EU AIFM. Except as provided below in respect of the
specific member states listed, this Presentation and any other documents or
materials related to the offer or sale, or
invitation for subscription or purchase, of the interests in the Fund, shall
only be distributed to prospective investors domiciled or with their
registered offices in a member state of the European
Economic Area that are "professional investors". For these purposes, a
"professional investor" is a person who is considered to be a professional
client or who may, on request, be treated as a
professional client within the meaning of Annex II to Directive 2004/39/EC.
AIFMD Notice.
In relation to each member state of the EEA (each a "Member State") which
has implemented the Alternative Investment Fund Managers Directive
(Directive (2011/61/EU)) (the "AIFMD") (and for
which transitional arrangements are not/ no longer available), this
Presentation may only be distributed and interests in the Fund may only be
offered or placed in a Member State to the extent that: (1)
the Fund is permitted to be marketed to professional investors in the
relevant Member State in accordance with AIFMD (as implemented into the
local law/regulation of the relevant Member State); or
(2) this presentation may otherwise be lawfully distributed and the
interests in the Fund may otherwise be lawfully offered or placed in that
Member State (including at the initiative of the investor).
In relation to each Member State of the EEA which, at the date of this
presentation, has not implemented AIFMD, this presentation may only be
distributed and interests in the Fund may only be
offered or placed to the extent that this presentation may be lawfully
distributed and the interests in the Fund may lawfully be offered or placed
in that Member State (including at the initiative of the
investor).
For persons in Australia. This information has been prepared for general
information purposes only. Nothing in this Presentation constitutes
investment, legal, accounting or tax advice, or a
representation that any investment or strategy is suitable or appropriate to
individual circumstances, or otherwise constitute a personal recommendation
to any specific investor. Recipients of this
Presentation should not assume that any investment discussed herein were or
will be profitable. There is no guarantee concerning the achievement of
investment objectives or target returns or
measurements. Any reference to past performance is not indicative of future
results and is no guarantee to future results. This Presentation has been
prepared for and is provided only to permitted
recipients in Australia who qualify as wholesale clients as that term is
defined by section 761G(7) of the Australian Corporations Act 2001 (Cth.)
EFTA01444369
(the "Act") and as sophisticated or professional
investors as defined by sections 708(8) and (11) (respectively) of the Act,
in respect of which an offer would not require disclosure under Chapter 6D
or Part 7.9 of the Act. It does not contain and
should not be taken as containing any financial product advice or financial
product recommendations. This Presentation is not a prospectus, product
disclosure statement or any other form of
prescribed offering document under the Act. This Presentation is not
required to, and does not, contain all the information which would be
required in either a prospectus, product disclosure statement
or any other form of prescribed offering document under the Act, nor is it
required to be submitted to the Australian Securities and Investments
Commission. The funds referred to in these materials
are not registered schemes as defined in the Act. In Australia, Credit
Suisse Group entities, other than Credit Suisse AG, Sydney Branch, are not
authorized deposit-taking institutions for the purposes
of the Banking Act 1959 (Cth.) and their obligations do not represent
deposits or other liabilities of Credit Suisse AG, Sydney Branch. Credit
Suisse AG, Sydney Branch does not guarantee or
otherwise provide assurance in respect of the obligations of such Credit
Suisse entities or the funds.
For persons in Bahrain. The Presentation has not been approved by the
Central Bank of Bahrain which takes no responsibility for its contents No
offer to the public to purchase the Fund's interests
will be made in the Kingdom of Bahrain and this Presentation is intended to
be read by the addressee only and must not be passed to, issued to, or shown
to the public generally.
For persons in Brazil. The information contained herein is for informational
purposes only and is not, and under no circumstances is to be construed as,
a prospectus, an advertisement, a public
offering, an offer to sell the interests described herein or a solicitation
of an offer to buy the interests described herein in Brazil. Any public
offer or sale of the interests described herein will be made
only if applicable registration in the Brazilian Securities Commission is
obtained. No invitation to offer, or offer for, or sale of, any investment
will be deemed to the public in Brazil or by any means
would be deemed public offering of securities in Brazil. Under no
circumstances is the information contained herein to be construed as
investment advice. Brazilian Securities Commission has not
reviewed the material herein.
61
EFTA01444370
GLDUS128 Patrick Gerschel
Important Information for Recipients in Certain
Jurisdictions (2/6)
For persons in Brunei. This Presentation has not been delivered to, licensed
or permitted by Autoriti Monetari Brunei Darussalam. Nor has it been
registered with the Registrar of Companies. This
Presentation is for informational purposes only and does not constitute an
invitation or offer to the public. As such, it must not be distributed or
redistributed to and may not be relied upon or used by
any person in Brunei other than the person to whom it is directly
communicated and who belongs to a class of persons as defined under Section
20 of the Brunei Securities Market Order, 2013.
For persons in Canada. This Presentation is only intended for persons in
Canada who qualify to be a "permitted client" within the meaning National
Instrument 31-103 — Registration Requirements,
Exemptions and Ongoing Registrant Obligations. To the extent that the
information contained herein references securities of an issuer
incorporated, formed or created under the laws of Canada or a
province or territory of Canada, any trades in or advice regarding such
securities must be conducted through an investment dealer registered in
Canada. No securities commission or similar regulatory
authority in Canada has reviewed or in any way passed upon these materials,
the information contained herein or the merits of the interests described
herein and any representation to the contrary is
an offence.
For persons in Cayman Islands. No invitation may be made to the public in
the Cayman Islands to subscribe for the Interests.
For persons in Chile. All or some of the offered securities may have not
been registered with the Superintendencia de Valores y Seguros ("SVS")
pursuant to law no. 18,045, the Ley de Mercado de
Valores, and regulations thereunder. Securities not registered with the SVS
may not be offered or sold publicly in Chile (unless a regulatory exemption
apply). This document does not constitute an
offer of, or an invitation to subscribe for or purchase, the securities in
the Republic of Chile, other than to individually identified investors
pursuant to a private offering within the meaning of article 4 of
the Ley de Mercado de Valores (an offer that is not "addressed to the public
in general or to a certain sector or specific group of the public"). For
additional information referred to each of the offered
securities, please contact your Relationship Manager.
For persons in China. No invitation to offer, or offer for, or sale of, any
interest or investment will be made to the public in the People's Republic
of China ("PRC") or by any means that would be
deemed public offering of securities under the laws of the PRC. These
materials may not be distributed to individuals resident in the PRC or
entities registered in the PRC who have not obtained all the
required PRC government approvals. It is the investor's responsibility to
ensure that it has obtained all necessary PRC government approvals to
purchase any interest, participate in any investment or
receive any investment advisory or investment management services.
For persons in Colombia. This marketing material does not constitute a
EFTA01444371
public offer in the Republic of Colombia. It is being distributed under
circumstances which do not constitute a public offering of
securities under applicable Colombian securities laws and regulations.
Neither the products, nor the Management Company/Issuers have and will not
be registered with the Superintendence of
Finance of Colombia. Potential Colombian investors should make their own
decision whether this financial product meets their investment objectives
and risk tolerance level. Each potential Colombian
investor should make its own inquiries and consult its own advisors as to
this financial product and the Management Company/Issuers, including the
merits and risks involved, and as to legal, tax and
related matters concerning an investment in the products. This marketing
material is marketed in Colombia or provided to Colombian residents in
compliance with decree 2555 of 2010 and other
applicable rules and regulations related to the promotion of foreign
financial and/or securities related products or services in Colombia.
Accordingly, the products may only be promoted to Colombian
residents in compliance with decree 2555 of 2010 and under circumstances
which do not constitute a public offering of securities under applicable
Colombian marketing rules and general securities
laws and regulations.
For persons in France. This Presentation can only be communicated to
qualified investors within the meaning of the article D411.1 of the Monetary
Financial Code (Code Monetaire et Financier) to
professional clients and eligible counterparties.
For persons in Guernsey. This Presentation has not been approved or
authorized by the Guernsey Financial Services Commission or the States of
Guernsey Policy Council.
For persons in Haiti. This Presentation is for general informational
purposes only. Nothing in this Presentation is intended to constitute
financial advice. No public or private offering of the Interests is
being made in Haiti and no agreement relating to the sale of the Interests
will be concluded in Haiti.
62
EFTA01444372
GLDUS128 Patrick Gerschel
Important Information for Recipients in Certain
Jurisdictions (3/6)
For persons in Hong Kong. The information memorandum in relation to any
interest and/or investment referred to in this Presentation has not been
approved by the Securities and Futures
Commission of Hong Kong. Accordingly (a) any interests or securities may not
be offered or sold and have not been offered or sold in Hong Kong, by means
of any document, other than to (i)
"professional investors" as defined in the Securities and Futures Ordinance
(Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii) in
other circumstances which do not result in the
document being a "prospectus" as defined in the Companies Ordinance (Cap.
622) of Hong Kong or which do not constitute an offer to the public within
the meaning of that Ordinance; and (b) no
person has issued or had in its possession for the purposes of issue, and
will not issue or have in its possession for the purposes of issue, whether
in Hong Kong or elsewhere, any advertisement,
invitation or document relating to any interest or securities, which is
directed at, or the contents of which are or are likely to be accessed or
read by, the public in Hong Kong (except if permitted to do
so under securities laws of Hong Kong) other than with respect to any
interests or securities which are or are intended to be disposed of only to
persons outside Hong Kong or only to "professional
investors" within the definition of the Securities and Futures Ordinance
(Cap. 571) of Hong Kong and any rules made under that Ordinance.
For persons in Israel. This Presentation has not been approved by the Israel
Securities Authority and will only be distributed to Israeli residents in a
manner that will not constitute "an offer to the
public" under sections 15 and 15a of the Israel Securities Law, 5728-1968
("the Securities Law") or section 25 of the Joint Investment Trusts Law,
5754-1994 ("the Joint Investment Trusts Law"), as
applicable. The products described in this Presentation (the "Products") are
being offered to a limited number of investors (35 investors or fewer during
any given 12 month period) and/or those
categories of investors listed in the First Addendum ("the Addendum") to the
Securities Law, ("Sophisticated Investors") namely joint investment funds or
mutual trust funds, provident funds, insurance
companies, banking corporations (purchasing Products for themselves or for
clients who are Sophisticated Investors), portfolio managers (purchasing
Products for themselves or for clients who are
Sophisticated Investors), investment advisors or investment marketers
(purchasing Products for themselves), members of the Tel-Aviv Stock Exchange
(purchasing Products for themselves or for
clients who are Sophisticated Investors), underwriters (purchasing Products
for themselves), venture capital funds engaging mainly in the capital
market, an entity which is wholly-owned by
Sophisticated Investors, corporations, (other than formed for the specific
purpose of an acquisition pursuant to an offer), with a shareholders equity
in excess of NIS 50 million, and individuals in
respect of whom the terms of item 9 in the Schedule to the Investment Advice
EFTA01444373
Law hold true investing for their own account, in respect of which at least
one of the following applies: the total value of
their cash, deposits, financial assets (as defined in the Investment Advice
Law) and securities traded on a stock exchange licensed under the Securities
Law (together, "Liquid Assets") exceeds NIS 8
million (approximately £1.3 million); their level of income over each of the
preceding two years exceeds NIS 1.2 million (approximately £200,000), or the
level of income of their "family unit" exceeds
NIS 1.8 million (approximately £300,000); or the aggregate value of all
their Liquid Assets exceeds NIS 5 million (approximately £830,000) and their
level of income over each of the preceding two
years exceeds NIS 600,000 (approximately £100,000), or the level of income
of their "family unit" exceeds NIS 900,000 (approximately £150,000); each as
defined in the said Addendum, as amended
from time to time, and who in each case have provided written confirmation
that they qualify as Sophisticated Investors, and that they are aware of the
consequences of such designation and agree
thereto; in all cases under circumstances that will fall within the private
placement or other exemptions of the Joint Investment Trusts Law, the
Securities Law and any applicable guidelines,
pronouncements or rulings issued from time to time by the Israel Securities
Authority.
This Presentation may not be reproduced or used for any other purpose, nor
be furnished to any other person other than those to whom copies have been
sent. Any offeree who purchases a Product
is purchasing such Product for its own benefit and account and not with the
aim or intention of distributing or offering such Product to other parties
(other than, in the case of an offeree which is a
Sophisticated Investor by virtue of it being a banking corporation,
portfolio manager or member of the Tel-Aviv Stock Exchange, as defined in
the Addendum, where such offeree is purchasing Product
for another party which is a Sophisticated Investor). Nothing in this
Presentation should be considered investment advice or investment marketing
as defined in the Regulation of Investment
Counselling, Investment Marketing and Portfolio Management Law, 5755-1995.
Investors are encouraged to seek competent investment counselling from a
locally licensed investment counsel prior to making the investment. As a
prerequisite to the receipt of a copy of this
Presentation a recipient shall be required by the Fund to provide
confirmation that it is a Sophisticated Investor purchasing Products for its
own account or, where applicable, for other Sophisticated
Investors.
This Presentation does not constitute an offer to sell or solicitation of an
offer to buy any securities other than the interests in the Fund offered
hereby, nor does it constitute an offer to sell to or
solicitation of an offer to buy from any person or persons in any state or
other jurisdiction in which such offer or solicitation would be unlawful, or
in which the person making such offer or solicitation is
not qualified to do so, or to a person or persons to whom it is unlawful to
make such offer or solicitation.
EFTA01444374
63
EFTA01444375
GLDUS128 Patrick Gerschel
Important Information for Recipients in Certain
Jurisdictions (4/6)
For persons in Japan. The information in relation to any interest and/ or
investment has not been and will not be registered pursuant to Article 4,
Paragraph 1 of the Financial Instruments and
Exchange Law of Japan (Law no. 25 of 1948, as amended) (the "FIEL") and,
accordingly, any interest and/or investment in them may not be offered or
sold, directly or indirectly, in Japan or to, or for
the benefit, of any Japanese person or to others for re-offering or resale,
directly or indirectly, in Japan or to any Japanese person except under
circumstances which will result in compliance with all
applicable laws, regulations and guidelines promulgated by the relevant
Japanese governmental and regulatory authorities and in effect at the
relevant time. For this purpose, "Japanese person"
means any person resident in Japan, including any corporation or other
entity organized under the laws of Japan.
In Japan, this material is distributed by Credit Suisse Securities (Japan)
Limited ("CSJL"), a registered Financial Instruments Firm (Director-General
of Kanto Local Finance Bureau (Kinsho) No. 66).
CSJL is a member of Japan Securities Dealers Association, Financial Futures
Association of Japan, Japan Investment Advisers Association and Type II
Financial Instruments Firms Association.
For persons in Malaysia. This document is provided on a confidential basis
and made upon your request. This document does not constitute, and should
not be construed as constituting, an offer or
invitation to subscribe for or purchase any securities (as defined in the
Capital Markets and Services Act 2007) in Malaysia or interests (as defined
in the Companies Act 1965) to the public in
Malaysia. The dispatch of this document does not make available any
securities for subscription or purchase in Malaysia. This document has been
issued outside of Malaysia and no issue, offer or
invitation under this document has any effect in Malaysia.
For persons in Mexico: This marketing material is distributed in the United
Mexican States ("Mexico") by a Foreign Financial Institution (Institucion
Financiera del Exterior) not subject to the
supervision of the National Banking and Securities Commission (Comisi6n
Nacional Bancaria y de Valores) (the "CNBV"). The securities mentioned
herein are not registered in the National Securities
Registry (Registro Nacional de Valores) (the "RNV") or in the International
Quotation System (Sistema Internacional de Cotizaciones) (the "SIC") of the
Mexican Stock Exchange (Bolsa Mexicana de
Valores), therefore such securities, its issuance, offering, distribution
and listing are not subject to the supervision of the CNBV or the provisions
of Mexican law. The securities shall not be subject to
public offering, listing or brokerage in Mexico unless registered in the RNV
or the SIC pursuant to the applicable legal provisions.
For persons in Monaco: This product may not be offered or sold, directly or
indirectly, to the public in Monaco other than by a Monaco Bank or a duly
authorized Monegasque intermediary acting as
a professional institutional investor which has such knowledge and
EFTA01444376
experience in financial and business matters as to be capable of evaluating
the risks and merits of an investment in the Fund.
Consequently, this document may only be communicated to banks duly licensed
by the "Autorite de Controle Prudentiel" and fully licensed portfolio
management companies by virtue of Law n° 1.144
of July 26, 1991 and Law 1.338 of September 7, 2007, duly licensed by the
"Commission de Controle des Activites Financier-es. Such regulated
intermediaries may in turn communicate this document
to potential investors.
For persons in New Zealand. This information has been prepared for and is
provided only to permitted recipients in New Zealand who qualify as an
"investment business" or "government agency"
within the meaning of clause 37(1) and clause 40 of Schedule 1 of the New
Zealand Financial Markets Conduct Act 2013.
For persons in the Sultanate of Oman. The information contained in this
Presentation neither constitutes a public offer of securities in the
Sultanate of Oman as contemplated by the Commercial
Companies Law of Oman (Royal Decree 4/74) or the Capital Market Law of Oman
(Royal Decree 80/98), nor does it constitute an offer to sell, or the
solicitation of any offer to buy Non-Omani
securities in the Sultanate of Oman as contemplated by Article 139 of the
Executive Regulations to the Capital Market Law (issued by Decision No.-
1/2009).
Additionally, this Presentation is not intended to lead to the conclusion of
any contract of whatsoever nature within the territory of the Sultanate of
Oman.
64
EFTA01444377
GLDUS128 Patrick Gerschel
Important Information for Recipients in Certain
Jurisdictions (5/6)
For persons in Qatar. The interests in the Fund are only being offered to a
limited number of investors who are willing and able to conduct an
independent investigation of the risks involved in an
investment in such interests. The promotional documentation does not
constitute an offer to the public and is for the use only of the named
addressee and should not be given or shown to any other
person (other than employees, agents or consultants in connection with the
addressee's consideration thereof). The Fund has not been and will not be
registered with the Qatar Central Bank or under
any laws of the State of Qatar. No transaction will be concluded in your
jurisdiction and any inquiries regarding the interests in the Fund should be
made to Glendower.
For persons in Saudi Arabia. This Presentation may may not be distributed in
the Kingdom of Saudi Arabia except to such persons as are permitted under
the Offers of Securities Regulations
issued by the Capital Market Authority (the "CMA").
The CMA does not make any representation as to the accuracy or completeness
of this Document, and expressly disclaims any liability whatsoever for any
loss arising from, or incurred in reliance
upon, any part of this Presentation. Prospective purchasers of the interests
offered hereby should conduct their own due diligence on the accuracy of the
information relating to the interests. If you do
not understand the contents of this Presentation you should consult an
authorized financial adviser.
For persons in Singapore. This Presentation is not a prospectus as defined
in the Securities and Futures Act, Chapter 289 of Singapore ("SFA") and has
not been registered as a prospectus with the
Monetary Authority of Singapore. Accordingly, statutory liability under the
SFA in relation to the content of prospectuses would not apply, and this
Presentation should not be construed in any way as a
solicitation or an offer to buy or sell any interest or investment referred
to in this Presentation . You should consider carefully whether the
investment is suitable for you. The product named in this
Presentation is not authorized or recognized by the Monetary Authority of
Singapore (the "MAS") and none of its interests / shares / units shall be
allowed to be offered to retail public in Singapore.
This Presentation may be distributed only (i) to persons who are
"institutional investors" under section 304 of the SFA.
For persons in South Korea. This Presentation is being provided to you for
general discussion purposes only to gauge the level of interest in the
relevant products. The delivery of this Presentation
to you should not be construed in any way as soliciting investment or
offering to sell any interests described in this Presentation. Rather,
before the sales of any fund product, the fund will first be
registered with the Financial Services Commission in Korea and a locally
licensed entity will be engaged.
For persons in Switzerland. Credit Suisse provides no guarantee with regard
to the content and completeness of the information and does not accept any
EFTA01444378
liability for losses that might arise from
making use of the information. If nothing is indicated to the contrary, all
figures are unaudited. The information provided herein is for the exclusive
use of the recipient. Private equity is private equity
capital investment in companies that are not traded publicly (i.e., are not
listed on a stock exchange). Private equity investments are generally
illiquid and are seen as a long-term investment. Private
equity investments, including the investment opportunity described herein,
may include the following additional risks: (i) loss of all or a substantial
portion of the investor's investment, (ii) investment
managers may have incentives to make investments that are riskier or more
speculative due to performance-based compensation, (iii) lack of liquidity
as there may be no secondary market, (iv)
volatility of returns, (v) restrictions on transfer, (vi) potential lack of
diversification, (vii) high fees and expenses, (viii) little or no
requirement to provide periodic pricing and (ix) complex tax structures
and delays in distributing important tax information to investors.
The representative of the Fund in Switzerland is Hugo Fund Services SA, 6
Cours de Rive, CH-1204 Geneva (the "Representative"). The offering
documents, articles of association and audited
financial statements can be obtained free of charge from the Representative.
The place of performance for interests of the Fund offered or distributed in
or from Switzerland is the registered office of
the Representative. The courts of the canton of Geneva shall have
jurisdiction in relation to any disputes arising out of the duties of the
Representative. Any dispute related to the distribution of
interests of the Fund in and from Switzerland shall be subject to the
jurisdiction of the registered office of the distributor.
The Paying Agent in Switzerland is Banque Cantonale de Geneve, 17 Quai de
l'Ile, CH-1207 Geneva, Switzerland (the "Paying Agent"). Interests may be
subscribed and/or redeemed with the Paying
Agent. A handling commission will be charged by the Paying Agent. If a
subscription or redemption is made through the Paying Agent, instructions
and money must be received by the paying agent at
least 24 hours before the appropriate dealing cut-off time.
65
EFTA01444379
GLDUS128 Patrick Gerschel
Important Information for Recipients in Certain
Jurisdictions (6/6)
For persons in St. Kitts and Nevis. This Presentation does not constitute an
offer or solicitation in St. Kitts and Nevis. This Presentation has not been
reviewed by the Securities Commission or the
Financial Services Regulatory Commission in St. Kitts and Nevis. No
regulatory authority in St. Kitts and Nevis has passed upon the accuracy or
adequacy of the offering or endorsed the merits of the
offering. The Fund has not been and will not be registered with any
regulatory authority in St. Kitts and Nevis. Each investor should consult
his or her legal counsel or accountant or financial advisor for
advice on the various legal, tax or economic matters concerning his or her
investment in the Fund. There is risk involved in investing, with the
ultimate risk being the loss of the investor's entire
investment.
For persons in UAE/Abu Dhabi/Dubai. This Presentation, and the information
contained herein, does not constitute, and is not intended to constitute, a
public offer of securities in the United Arab
Emirates and accordingly should not be construed as such. The interests in
the Fund are only being offered to a limited number of sophisticated
investors in the UAE who (a) are willing and able to
conduct an independent investigation of the risks involved in an investment
in such interests , and (b) upon their specific request. The interests in
the Fund have not been approved by or licensed or
registered with the UAE Central Bank, the Securities and Commodities
Authority or any other relevant licensing authorities or governmental
agencies in the UAE. The Presentation is for the use of the
named addressee only and should not be given or shown to any other person
(other than employees, agents or consultants in connection with the
addressee's consideration thereof). No transaction
will be concluded in the UAE and any enquiries regarding the interests in
the Fund should be made to Glendower.
For persons in the United States of America. In making an investment
decision prospective must rely on their own examination of the issuer and
the terms of the offering, including the merits and
risks involved.
The Interests have not been recommended by any federal or state securities
commission or regulatory authority. Furthermore, the foregoing authorities
have not confirmed the accuracy or determined
the adequacy of this Presentation. Any representation to the contrary is a
criminal offense.
The Interests have not been and will not be registered under the Securities
Act, or any state or other securities laws or the laws of any non-U.S.
jurisdiction, nor is such registration contemplated. The
Interests will be offered and sold in the United States only to qualifying
recipients of the Fund's private placement memorandum pursuant to the
exemption from the registration requirements of the
Securities Act provided by Section 4(2) and Regulation D thereof and any
applicable regulations promulgated thereunder and in compliance with the
applicable securities laws of the states and other
EFTA01444380
jurisdictions where the offering will be made. The Interests are being sold
for investment only and are subject to restrictions on transferability and
resale and may not be transferred or resold except as
provided in the Fund Partnership Agreement and as permitted under the
Securities Act and the applicable state securities laws, pursuant to
registration or exemption therefrom. Limited Partners
should be aware that they will be required to bear the financial risks of an
investment in the Interests for an indefinite period of time. The Fund will
not be registered as an investment company under
the Investment Company Act. Consequently, Investors will not be afforded the
protections of the Investment Company Act. There will be no public market
for the Interests, and there is no obligation
on the part of any person to register the Interests under the Securities Act.
66
EFTA01444381
GLDUS128 Patrick Gerschel
Important information
Supplemental Disclosure by Deutsche Bank Securities Inc. and Deutsche Bank
Trust Company Americas
(together with its affiliates, "Deutsche Bank," "us," "our," or "we")
We have sent you this document in our capacity as a solicitation agent for
the fund associated with this presentation material.
Although the information contained in this presentation has been obtained
from sources we believe to be reliable, we do not guarantee its accuracy,
completeness or fairness. Opinions and estimates that are contained in this
presentation material may be changed without notice and involve a number of
assumptions which may not prove valid.
PURPOSE.
The past performance of the securities described in this presentation
material does not guarantee or predict future performance.
The securities described in this presentation material are not deposits, are
not insured by the Federal Deposit Insurance Corporation (FDIC) or any other
U S.
governmental agency, are not obligations of or guaranteed by Deutsche Bank
Trust Company Americas, Deutsche Bank Securities Inc., or any of their
affiliates,
and are subject to investment risks, including possible loss of the
principal amount invested. Further, the securities described in this
presentation have not been
registered under the United States Securities Act of 1933 or the Investment
Company Act of 1940.
We or persons associated with us may earn compensation from the fund
described in this presentation material or its affiliates through
arrangements that may or
may not directly involve our solicitation agent activities, such as the
provision of brokerage or prime brokerage services or research. Our
employees, including
those of our investment representatives who may offer fund interests to
clients, may now or in the future own interests in the fund described in
this presentation
material.
Deutsche Bank does not provide accounting, tax or legal advice.
Notwithstanding any other express or implied agreement, arrangement or
understanding to the
contrary, we hereby authorize you (and any of your employees,
representatives or agents), subject to applicable U.S. federal and state
securities laws, to
disclose to any and all persons the structure and tax aspects of this
potential transaction, and all materials of any kind (including opinions or
EFTA01444382
other tax analyses)
that are provided to you related to such structure and tax aspects, without
Deutsche Bank imposing any limitations of any kind. This authorization is
effective
without limitation of any kind from the commencement of our discussion.
027210 042718
Deutsche Bank
Wealth Management
EFTA01444383