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Investor Reporting Guidelines

Investment portfolio information

B3 Investment Portfolio Information

In certain circumstances, most notably in the case of a Venture fund, some of the information below may be considered confidential and therefore not disclosed; however, such non-disclosure should be agreed with LPs to ensure appropriate disclosure is still being made.

Portfolio Summary

Purpose

A Portfolio Summary of a fund provides information on the individual investments that have occurred over the life of a fund. Typically, such a summary should be in the form of a table, covering one or two pages, with footnotes as appropriate.

A summary of the portfolio should include the following details for each investment, recognising that some information may need to be provided by way of footnotes/disclosed separately. 

Requirements

  • Portfolio company name;

  • Date of initial investment;

  • Disposal date(s), where applicable, and, if a partial exit, percentage exited;

  • Holding period;

  • Geography;

  • Industry/Sector (e.g., Invest Europe sectoral classification);

  • Current percentage ownership as at reporting date;

  • Total return for the investment, broken down by:

    • Cumulative income to date;

    • Cumulative capital proceeds to date, where applicable;

    • Total cost invested since inception;

    • Current cost;

    • Current fair value;

    • Unrealised gains/losses and total return;

    • Multiple of invested capital;

    • Gross IRR;

  • If proceeds include deferred proceeds, escrow accounts and earn-outs or, if there are contingent liabilities, these should be quantified in a note;

  • Notification of the amount of investors’ commitments excused from this investment, where relevant.

Additional possible disclosures

  • Where relevant:

    • income broken down between interest and dividends;

    • cost broken down between capital invested and rolled up income;

  • If an investment is made in a currency other than the reporting currency of the fund, then the gross multiple and IRR in the currency of the investment may also be reported.

Example

Example 4 provides an illustration of a Portfolio Summary disclosure.

Portfolio Investment Detail

Purpose

The Portfolio Investment Detail section in a fund report is designed to give LPs detailed information in both a quantitative and qualitative format on each of the fund’s current portfolio companies/assets/funds (referred to hereafter as ‘Portfolio Investments’). The volume of information may vary depending on the size of the Fund’s investment relative to the whole fund and the number of investments in the fund, but typically each individual Portfolio Investment report should cover one or two pages. To aid effective and efficient presentation these Guidelines have divided the types of information to be presented into four key sections:

  • Basic information;

  • Fund’s investment;

  • Trading and financial overview;

  • Valuation.

Typically, such Portfolio Investment Detail reports should be presented at least annually, and preferably six-monthly, with updates on key developments, e.g., exits and new investments, included quarterly.

a. Basic information

Requirements

  • Legal and/or trading names of Portfolio Investment including any name changes;

  • Location of head of office or management;

  • Website address;

  • If quoted, the ticker symbol and the number of shares held at the reporting date;

  • Brief description of the industry, business, marketplace, sector, geography covered;

  • Where relevant, stage of initial investment (e.g., seed, venture, growth, buyout, etc. with reference to Invest Europe’s definitions of Investment Stages), for multi-strategy funds;

  • Where relevant, the fund’s role in the Portfolio Investment (lead, co-lead, etc.) at the time of the first investment;

  • Portfolio Investment’s reporting currency.

Additional possible disclosures

  • Information on the GP’s deal team members responsible for making the investment and monitoring the Portfolio Investment;

  • Current stage (with reference to Invest Europe’s definitions of stages).

b. Fund’s investment

Requirements

  • Initial investment date;

  • Type of investment: equity/debt/other;

  • Total amount invested by the fund at reporting date:

    • Total amount committed to investment;

    • Total invested since inception;

    • Current cost;

    • Realised proceeds since inception;

  • Fund’s current percentage ownership as at reporting date, fully diluted percentage (if different) and percentage of control (if different) and board representation (if any) by the fund;

  • For new investments made during the reporting period:

    • Investment thesis;

    • Co-sponsors (including individual percentage), where relevant;

    • Investment amount committed but undrawn.

Additional possible disclosures

  • Breakdown of cost including allocation across equity and debt instruments, if relevant;

  • For new investments made during the reporting period:

    • Sources and uses of funds, including deal costs;

  • Where relevant, number of financing rounds (including number of financing rounds overall and those where the fund has participated, if different).

c. Trading and financial overview

Requirements

  • Historic revenue, EBITDA and net debt or other appropriate performance indicators listing comparative information from date of investment, typically in a table of performance;

  • Budget or forecast revenue, EBITDA and net debt or other appropriate performance indicators for the current year, if permissible and not in conflict with regulatory requirements;

  • Disclosure of significant events related to discontinued operations;

  • A narrative assessment of the Portfolio Investment’s recent performance, including comparison to previous expectations, budget, prior period or original investment thesis;

  • Disclosure of any significant extraordinary items including legal and regulatory compliance matters;

  • Commentary on key developments in the business including:

    • Key personnel changes;

    • Strategy changes and changes in the risk profile;

    • Acquisitions and disposals;

    • Achievements, certifications, approvals, key events;

  • Commentary on Portfolio Investment debt, where significant/relevant, and covenant breaches;

  • Material forecast cash requirements and expected source of funding, where relevant;

  • Description of environmental, social or governance risks and opportunities specifically affecting the Portfolio Investment (including ESG incidents) and measures taken by the GP to manage them, if relevant. This may include specific ESG KPIs relevant to the sector the Portfolio Investment operates in, the GP’s assessment of the ESG progress made by the portfolio company since acquisition, as well as a description of specific ESG topics, including reputational risk items and any ESG incident follow-up and resolution1;

  • Exit plans, where applicable and not commercially sensitive, for example timing and exit route.

Additional possible disclosures

  • Key performance metrics used by the GP to monitor the investment;

  • Portfolio company revenue, EBITDA and net debt may be reported on pro-forma (to account for add-on acquisitions or other significant changes to the company’s capital structure) in addition to the above required reported basis;

  • Pro-forma financial information should be reconciled with how it differs from reported;

  • Schedule of debt maturity and information regarding significant debt covenants, if relevant;

  • Any unanticipated event affecting the investment;

  • Performance relative to covenants (subject to confidentiality matters).

d. Valuation

Valuation information should include key details on the inputs and methodology used to value each investment and any non-compliance with the IPEV Guidelines.

Requirements

Specific information on each investment should include:

  • Fair value at reporting date and prior date;

  • Increase/decrease in fair value during the period (or full value bridge, if possible) and explanation of the movement in valuation (e.g., improved trading performance, changes to benchmark companies and/or indices, changes to capital structure, forex movements, etc.);

  • Any additional investments made during the period – either investments into the Portfolio Investment from the Fund or other third-party investors, or investments made by the Portfolio Investment;

  • Proceeds, dividends or distributions paid during the period;

  • Realised gain/loss during the period;

  • Specific methodology used in accordance with the IPEV Guidelines (e.g., earnings multiple, discounted cash flow);

  • Interest and dividends received since inception (may be disclosed in the fund Portfolio Summary table);

  • Gross IRR and multiple of invested cost (may be disclosed in the fund Portfolio Summary table);

  • For partially realised investments, the percentage of the fund’s investment sold;

  • Any material adjustments done to prior valuations.

Where relevant:

  • Explanation of changes in valuation techniques or methodologies from previous period;

  • The unit price for actively traded quoted shares/investments. Where, in exceptional circumstances, a discount is applied, the basis for that discount (e.g., when there is a restriction or lock-up relative to the observed trading prices);

  • Any realisation restrictions for the investment (i.e., lock-up period on listed shares);

  • Currency when the investment is denominated in a currency other than the fund’s currency and exchange rate used;

  • Other exposures of the fund to the Portfolio Investment, for example follow-on funding commitments, guarantees and contingent liabilities.

Additional possible disclosures

  • Summary of the general valuation methodology and disclosure of important metrics, key inputs and assumptions, and assumptions used to determine fair value (e.g., enterprise value, Total Equity Value, multiple, EBITDA, revenue, recent market-based fair value indications in the subject company, for example last round funding, comparable companies, discount rate, share price, number of shares, gross asset value, net debt);

  • Breakdown of fair value allocation across the various instruments held in the company (e.g., debt, preferred equity, common equity, etc.).

1. For further detail please refer to the Invest Europe Guide to ESG Due Diligence for Private Equity GPs and their Portfolio Companies, March 2019, and the section on Assessing Materiality, Invest Europe ESG Reporting Guidelines, July 2023

In addition to the requirements listed in the Portfolio Investment Detail section above, for specific portfolio investment types the following additional disclosures will be relevant as part of the one-to-two-page reports on each Portfolio Investment.

Private Equity Portfolio Company Detail

In addition to the requirements listed in Portfolio Investment Detail (see above), for a Private Equity Portfolio Company the following additional disclosures will be relevant as part of the one-to-two-page reports on each Portfolio Investment:

c. Trading and financial overview

Additional possible disclosures

  • Number of employees employed by the Portfolio Company, plus any other relevant ESG KPIs, e.g., gender diversity statistics;

  • Value creation in Portfolio Company since investment (e.g., increase to EBITDA, multiples or debt payback);

  • Background and history of ownership;

  • Detail on the composition of the board of the Portfolio Investment, identifying separately executives of the company, directors who are executives or representatives of the Fund and directors brought in from outside to add relevant industry or other experience;

  • Disclosure of principal financial risks and uncertainties facing the company, including those relating to leverage including the components of the debt and capital structure, explaining significant transactions in the year and quantifying key ratios to support the disclosure;

  • In terms of financial risks:

    • Disclosure of key financial risks identified, for example liquidity and cash flow, credit, interest rate, and how the risk management policies address these risks;

    • Quantitative information to support the discussion on risks;

    • Disclosure of the likelihood and impact of these risks and clear linkage to how they are managed and monitored.

Real Estate Investment Detail

Purpose

In addition to the requirements listed in Portfolio Investment Detail (see above), for a Real Estate investment the following additional matters should be disclosed as part of the one-to-two-page reports for each Portfolio Investment:

Requirements

a. Basic information

  • Location of investment(s);
  • Tenure (leasehold/freehold);
  • Usage (commercial/residential);
  • Project description/strategy (i.e., refurbishment/construction);
  • Type (i.e., greenfield/brownfield/refurbishment/unchanged use);
  • Capital structure, financing and hedging;
  • Tax status (noting any structure complexity);
  • Property Management companies utilised (if applicable).

b. Fund’s investment

  • No additional disclosures.

c. Financial overview

  • Initial yield;
  • Current yield;
  • Key performance metric (i.e., number of tenants/percentage let/percentage completed);
  • Reversionary yield (forecast);
  • Projected returns/target returns;
  • Net operating income;
  • Capex to date and projected;
  • Financing costs;
  • Bank Leverage and Debt Management Strategy.

d. Valuation

  • External valuation expert;
  • Rotation policy;
  • Any conflict of interest (e.g., to ensure independence between bringing deals and performing valuations).
Private Debt Investment Detail

Purpose

Since Private Debt is simply an alternative type of financial instrument through which a fund may be exposed to a portfolio company, the basic information that should be provided for a Private Debt instrument is very similar to that information that would be disclosed for a Private Equity Portfolio Investment.     

In addition to the requirements listed in Portfolio Investment Detail (see above), for each Private Debt investment in the fund the following additional matters should be disclosed as part of the one-to-two-page reports:

a. Basic information

Additional possible disclosures

  • Any credit rating applicable to the company.

b. Fund’s investment

Requirements

  • The name of the Private Debt instrument (e.g., Term Loan A);

  • The date of the initial investment in the Private Debt instrument;

  • Whether the investment was acquired through an origination process or a secondary trade;

  • The notional amount invested and the price as a percentage of par value paid at the date of the original investment;

  • The notional amount outstanding and separately the amounts of all accrued interest as of the reporting date;

  • The implied credit spread, or yield, based on the price paid at the date of the original investment;

  • Any origination or administrative fees received;

  • The economic terms of the Private Debt instrument, including, where applicable, but not limited to:

    • Origination date;

    • Contractual maturity date;

    • Coupon (including specifics about base rate, spread over base rate, margin ratchets, etc.);

    • ESG margin ratchets;

    • Interest period;

    • Amortisation schedule and/or any scheduled amortisation payments and dates;

    • Prepayment provisions;

    • Key financial covenants;

    • Rate and payment change notices;

    • Loan delinquency, covenant breaches or events of default;

    • Any unique features such as exit fees, cash flow sweeps, conversion options, fees on unfunded portion, associated warrants and equity features, etc.

c. Trading and financial overview

Requirements

  • Capital structure of issuer, including the terms and rights of other financial instruments in the issuer’s capital stack, and any relevant leverage and interest coverage ratios;

  • Trading update – particularly as it relates to any cash flow sweeps or margin ratchets;

  • Covenant compliance update;

  • Any default (e.g., non-payment of interest).

Additional possible disclosures

  • Equity cushion.

d. Valuation

Private Debt instruments should be reported at Fair Value in accordance with the IPEV Guidelines. 

Requirements

  • Fair Value hierarchy inputs being used for its calculation;

  • Fair Value expressed in nominal terms and as a percentage of par value (specifying whether pricing is inclusive or exclusive of accrued interest);

  • The fair value of a debt investment, in the absence of actively traded prices, is generally derived from a yield analysis taking into account credit quality, coupon, and term;

  • Implied spread or yield based on reported Fair Value;

  • Valuation methodology utilised.

Infrastructure Investment Detail

Purpose

Because infrastructure investing is a close variant of traditional Private Equity, the basic information that should be provided for an Infrastructure Investment is largely similar to that information that would be disclosed for a more traditional Private Equity Portfolio Investment.

In addition to the requirements listed in Portfolio Investment Detail (see above), for an Infrastructure Investment the following additional matters should be disclosed as part of the one-to-two-page reports:

a. Basic information

Additional possible disclosures

Given that infrastructure investments are often subject to government regulation, additional disclosures may be relevant as follows:

  • Authoritative body (or bodies) under which the investee company is regulated;

  • Significant laws, directives and/or statues which impact the operations of the investee company;

  • Material regulations which impact the price(s) which the investee company is able to charge for its product(s) or service(s) or the rate of return which the investee company is permitted to earn.

d. Valuation

Requirements

In contrast to the market approach generally favoured by traditional Private Equity managers (in accordance with the IPEV Guidelines), the income approach is more often the key methodology used in the valuation of infrastructure businesses. Specifically, a free cash flow to equity (“FCFE”) or dividend discount model (“DDM”) are favoured for valuing the equity of infrastructure businesses particularly those which generate more stable, often government-regulated returns. Because such valuation methodologies can be more elaborate, and require a larger number of inputs and assumptions, the following additional possible disclosures may be appropriate:

Additional possible disclosures

  • Discount rate, whether a weighted average cost of capital (“WACC”) or cost of equity, as well as the components of the discount rate:

    • Risk free rate;

    • Equity risk premium;

    • Beta;

    • Any premia/discounts applied to cost of equity;

    • Cost of debt;

    • Gearing;

  • Exit assumptions:

    • Exit investment yield;

    • Exit multiple.

Venture Capital Portfolio Company Detail

Purpose

Where a fund has invested in Seed, Start-up or a Later-stage financing (see Glossary for the Invest Europe Development Stage definitions of such investments) the following additional disclosures to those set out in Portfolio Investment Detail (see above) may be required to reflect the particular characteristics of such Venture Capital Portfolio Company investments:

a. Basic information

Requirements

  • Stage of initial investment (e.g., seed, start-up, other early stage, etc. – as described in the Invest Europe Development Stage definitions) for multi-stage funds.

Additional possible disclosures

b. Fund’s investment

 No additional disclosures.

c. Trading and financial overview

Requirements 

  • Description of environmental, social or governance risks and opportunities specifically affecting the portfolio company and measures taken by the GP to manage them. In the case of early-stage businesses this should be proportionate in relationship to its development but should nevertheless reflect legal obligations;

  • Commentary on key developments in the business including:

    • Status on major milestone(s);

    • Scientific/technical/regulatory developments;

    • Achievements, certifications (e.g., patents), approvals, key events.

Additional possible disclosures

  • Key performance metrics used by the GP to monitor the investment (e.g., current cash balance, current cash burn rate).

d. Valuation

Additional possible disclosures

  • Disclosure of important metrics and assumptions used to determine fair value (e.g., financial terms of the last round funding discount rate, share price, etc.);

  • Achievement or failure to achieve set milestones and analysis of financial and operational performance relative to plan;

  • Commentary on cash burn rate and/or expected cash shortfalls or financing requirements.

Fund of Funds Investment Detail

Purpose

Funds of Funds (“FoFs”) invest as LPs into funds managed by other fund managers. FoFs hold multiple fund interests (“Portfolio Funds”) with potentially hundreds or even thousands of underlying investments in Portfolio Investments. This impacts their reporting in different ways:

  • Due to the nature of FoF investing, the primary investment asset is – in contrast to primary or direct Private Equity funds – not a Portfolio Investment, but a Portfolio Fund. Several of the metrics for monitoring Portfolio Fund investments differ from those applied to Portfolio Investment referred to in Portfolio Investment Detail as noted below;

  • The reporting timeline for a FoF naturally lags 30 to 45 days behind the average reporting timeline of its underlying Portfolio Funds (which in reality usually means 90 to 120 days after quarter end). In practice FoFs sometimes offer their investors accelerated (“cash-adjusted” or “roll-forward” – see Glossary for definition) simplified valuations in order to speed up their reporting cycles. Investors should be familiar with the assumptions of a cash-adjusted/roll-forward valuation method and assess whether it meets their needs (e.g., trade-off accuracy versus speed of reporting); 

  • FoFs often have to agree to NDAs with their underlying fund managers placing limits on the disclosure of information on the portfolio companies their Portfolio Funds have invested in. Given this limited degree of transparency, the FoF may not be able to report on all disclosures regarding Portfolio Investments to the extent that a primary or direct Private Equity Fund would report. Thus, FoF reporting on underlying Portfolio Investments will be limited and/or will be based on aggregated figures or on a no-name basis to comply with such legal requirements.

a. Basic information

Requirements

  • A meaningful aggregate exposure analysis covering all Portfolio Funds. Disclosures may differ by investment strategy and focus of the FoF and should be determined between the Fund Manager and its LPs but typically should include some or all of the following:

    • Exposure diversification by geography or region (based on NAV and/or Cost);

    • Exposure diversification by currency (based on NAV and/or Cost);

    • Exposure diversification by vintage year/year of investment (based on NAV and/or Cost);

    • For multi-strategy funds: Exposure diversification by strategy (based on NAV and/or Cost);

    • Top five exposures (based on NAV and/or Commitment and/or Fund Managers);

    • Capital Calls/Distributions over a materiality threshold to the FoF with an explanation of the activity driver.

Additional possible disclosures

  • Comparison of Gross and/or Net IRRs to market/top quartile/other meaningful benchmarks.

b. Fund’s investment

A FoF will typically report its investments on two levels: first on the Portfolio Fund level (section b.1.) and second on the (look-through) Portfolio Investment level (section b.2.).

b.1. Portfolio Fund level

FoFs should disclose the following information for each individual Portfolio Fund:

Requirements

  • Portfolio Fund name;

  • Vintage year of the Portfolio Fund;

  • Geographic focus of the Portfolio Fund;

  • Strategy of the Portfolio Fund;

  • Amount Committed/Total committed capital of the Portfolio Fund;

  • Total amounts drawn down/contributions/Invested Capital of the Portfolio Fund;

  • Total amounts distributed;

  • Remaining unfunded commitment to the Portfolio Fund;

  • Net Asset Value of the Portfolio Fund;

  • Net IRR of the Portfolio Fund;

  • TVPI of the Portfolio Fund;

  • Split between primary and secondary investments (if applicable) and co-investments.

Additional possible disclosures

  • TV of the Portfolio Fund (NAV + Total Distributed);

  • DPI of the Portfolio Fund;

  • Gross multiple of cost of the Portfolio Fund;

  • Gross IRR of the Portfolio Fund;

  • Exposure to individual Funds/managers (e.g., NAV plus uncalled commitments);

  • Split of total amounts distributed between recallable and non-recallable;

  • Split of remaining unfunded commitment between original unfunded and recallable;

  • For FoFs with significant foreign exchange exposure it might be beneficial to show the key performance indicators of the Portfolio Funds both in local currency of the Portfolio Fund and in reporting currency of the FoF;

  • Actual or estimated management fees of underlying Portfolio Funds (if available).

b.2. Portfolio Investment level (look-through reporting)

FoFs should disclose the following aggregated information for all Portfolio Investments held indirectly through their Portfolio Funds:

Requirements

  • Portfolio Investment diversification by industry (based on NAV and/or Cost);

  • Portfolio Investment diversification by geography or region (based on NAV and/or Cost);

  • Portfolio Investment diversification by currency (based on NAV and/or Cost);

  • Portfolio Investment diversification by vintage year/year of investment (based on NAV and/or Cost);

  • Portfolio Investment diversification by strategy (based on NAV and/or Cost).

Additional possible disclosures

  • Largest Portfolio Investments by NAV (if allowed by NDA);

  • Largest additions/realisations in the underlying Portfolio Investments;

  • Portfolio Investments at/above/below cost (aggregated based on total number and/or NAV and/or Invested Cost).

c. Trading and Financial overview

Other than the metrics above, FoFs typically do not disclose financials of underlying Portfolio Funds nor Portfolio Investments.

d. Valuation

Requirements

Given the limited degree of transparency into the underlying portfolio companies held within the Portfolio Funds in which the FoF holds an interest, the FoF is usually inadequately positioned to comment on the valuation basis of the underlying Portfolio Investments in their Portfolio Funds. However, the FoF should disclose the following:

  • Whether a Portfolio Fund valuation is valued at reported NAV or at “cash-adjusted” or “roll-forward” NAV;

  • Valuation standards/guidance applied by the managers of the underlying Portfolio Funds, e.g., US GAAP, IFRS, IPEV.

Additional possible disclosures

  • Whether the FoF manager has made its own adjustments to the reported NAV of a Portfolio Fund and an explanatory narrative;

  • The date of the reported Portfolio Fund NAV if not the Fund of Funds’ reporting date.

Secondary Fund Investment Detail

Purpose

Private Equity secondary funds typically buy and sell pre-existing investor commitments to Private Equity and other alternative investment funds. Private Equity secondary transactions (“Secondaries”) are often complex and occur either in a proprietary negotiation, via the use of an intermediary or in an auction process.

Historically, the Secondaries market comprised the sale and purchase of limited partnership fund commitments (“LP interests”) in individual funds or portfolio of funds. Whilst historically LP interests remain the largest component, the Secondaries market has evolved to include portfolios of direct investments in operating companies not held in standard fund structures (“Direct Secondaries”), minority co-investments in single operating companies (“Co-investment Secondaries”) and increasingly GP-led liquidity transactions involving sale of the investments from, or restructuring of, older vintage Private Equity funds (“GP Restructurings”).

Whilst secondary funds transact in very different ways to FoFs, they do however share many of their characteristics, particularly in terms of their legal structure and operation and also in that they represent the LP in a GP/LP relationship.

Accordingly, reporting for secondary funds should be consistent with that of FoFs as set out in the Fund of Funds Investment Detail section above with the following key differences:

  • Similar to FoFs, typically the primary investment for a secondary fund or a GP-led transaction will not be equity in a Portfolio Company but an interest in a Portfolio Fund. However, uniquely, secondary funds and/or GP-led transactions may commonly acquire whole portfolios of fund interests rather than single fund interests, usually at a discount to the aggregated Fair Market Value of the acquired funds. Secondary fund GPs and GPs participating in a direct transaction may wish to report such portfolio transactions as a single aggregated investment for the following reasons:
    • Discounts negotiated, or acquisition costs incurred, cannot be meaningfully applied to each individual Portfolio Fund acquired, preventing secondary funds from calculating and reporting performance for each individual Portfolio Fund;
    • Secondary transactions, particularly ‘off-market’ exclusive transactions, are frequently characterised by a need for confidentiality by the vendor or underlying fund GPs, governed by NDAs, thereby limiting disclosure of full information on the Portfolio Funds acquired;
    • Performance and KPI calculation for an underlying Portfolio Fund should be adjusted to account for the premia/discount and/or other costs paid by the secondary fund for its investment and thus will differ from other investors in the same Portfolio Fund that have been invested in the Portfolio Fund since inception (Primary Investment).

Given the above, consideration should be given to the following additional possible disclosures where relevant:

Additional possible disclosures

  • Premia/discounts paid by investment and a weighted average across the investment portfolio;
  • Transaction details;
  • Any specific structuring-related items that would impact performance and/or risk in addition to the price of the transaction, such as:
    • Transaction leverage;
    • Deferrals;
    • Payment waterfalls agreed with the seller/GP.
Other strategies

Strategies considered are Special Situations/Distressed funds, Turnaround/Restructuring funds, Litigation funds, and similar.

Purpose

Where capital is provided to an established firm, usually in a traditional sector, that is undergoing financial distress or a major reorganization, but is perceived as having long-term commercial viability, or alternatively, where capital is deployed in complex situations where a team can directly influence outcomes in order to generate excess returns, the following are additional disclosures to those set out in Portfolio Investment Detail (see above).

a. Basic information

Requirements

  • Viability assessment/Investment thesis;

  • Describe if financial restructuring, equity restructuring or business model restructuring;

  • Financial restructuring:

    • If reorganising the amount of debt, describe its structure, its repayment profile, and its cost;

  • Equity restructuring:

    • Describe if capital raising through share subscriptions, potential private equity investment, debt to equity swaps, or alterations to fixed dividend entitlement;

  • Business model restructuring:

    • Describe if changing the business itself, if investing in more profitable elements, reducing or eliminating loss-making elements, changing location, altering working patterns or employment structures.

Additional possible disclosures

  • Changes in management;

  • New operational issues uncovered;

  • Probability, rather than possibility, that a creditor will take action against the company;

  • If there are outstanding judgements and winding up petitions;

  • If there is a Deed of Priority or Inter-creditor Agreement in place;

  • Liquidity status;

  • Financing costs;

  • Potential additional funding;

  • Current/Run Rate and Historical Financial Performance.

b. Fund’s investment

No additional disclosures.

c. Trading and Financial overview

Requirements

No additional disclosures.

Additional possible disclosures

  • Key performance metrics used by the GP to monitor the investment (e.g., current cash balance, current cash burn rate).

d. Valuation 

Additional possible disclosures

  • Is there currently equity value for the owners in the company?;

  • Is the secured debt currently covered by Going Concern Value?;

  • Is the secured debt adequately covered by Investment or Liquidation Value?;

  • Comparable Company Sales;

  • Earnings/EBITDA Multiples;

  • Net Present Value (NPV) of Future Cash Flows;

  • Investment or Liquidation Value.

Based on an assessment of these and other factors it can generally be determined whether fair value has increased, decreased, or stayed the same.

In these guidelines