E216: How the $100 Billion Continuation Vehicle Trend Is Changing Private Equity

How can continuation vehicles and independent sponsors unlock structural alpha in private equity when traditional buyouts are struggling with low DPI? In this episode, I go deep with Paul Cohn, Co-Founder and Managing Partner of Agility Equity Partners, on why continuation vehicles (CVs) and independent sponsor deals are reshaping the buyout landscape. Paul explains how CVs let GPs hold their best companies longer while still providing LP liquidity, why the lower middle market offers outsized return potential, and what makes independent sponsors a fast-growing segment of private equity. We cover alignment dynamics, incentives, real-world deal structures, the findings from the HEC Paris study on CVs, and the lessons Paul has learned over 15+ years investing in this niche.

Speaker names marked ? are inferred from speaking time and the show’s known hosts — they are not voice-verified.

• 0:00Speaker 00

  HEC has done the most comprehensive study that I've seen and they've collected data on 300 CVs. And these are CVs that were created from 2018 to 2023. And what they found, the bottom line is that CVs had a higher return than buyouts of similar vintage years. They had a higher DPI, so they delivered cash back to investors more quickly than buyouts. And they had a lower dispersion of returns, so they were less risky than the buyouts.

• 0:34David Weisburd?

  Welcome to the How I Invest podcast where we explore how top institutional investors make their very best investment decisions. Today, I'm speaking with Paul Cohen, Managing Partner at Agility Equity Partners, where he leads investments across the private equity landscape with a focus on the fast-growing continuation vehicle and independent sponsor market. We dig into the explosive growth of the CV market, the institutionalization of independent sponsors, and the overlooked opportunities in the lower middle market. Without further ado, here's my conversation with Paul. So tell me about the size of the CV or continuation vehicle market today.

• 1:13Speaker 00

  So the size of the market in 2024 was $70 billion. And to put that in perspective, the size 10 years ago was $7 billion. So it's just been growing dramatically.

• 1:26David Weisburd?

  From my understanding, the continuation vehicle market grew 30% in the first half of this year. Tell me about that and give me some numbers on that.

• 1:34Speaker 00

  Yeah, that's right. So it grew 30% the first half of '25 versus '24. So it's grown to about $50 billion this year versus 31 last year. So it's on pace to hit $100 billion versus 70 last year. It still continues to grow. Interestingly, versus buyouts, the amount of, if you measure the amount of dry powder to deals done in buyouts, it's about kind of four to one. And if you look at it for secondaries, and we don't have it specifically for CVs, it's close to one to one. So the market's been growing as fast or faster than capital coming into it. It's really a capital constrained market.

• 2:17David Weisburd?

  That's one of the concerns in the market right now is there's no DPI in large buyouts and that there's too much capital going after too few opportunities. In fact, I just spoke to a fairly large CIO and he mentioned that they expect the investment period for large buyouts to be closer to four to five years. And just to give you context, in 2021, it was 18 to 24 months.

• 2:39Speaker 00

  Wow.

• 2:40David Weisburd?

  Managers, even though they have a very strong incentive to deploy and to raise more funds and to show that they were working for their management fees, they still are taking a long time to deploy in large buyout.

• 2:50Speaker 00

  Yeah, and if you look at the DPI, the cash coming back to investors since really the 2018 vintage, it's been, it's been really low. It's been, there's been a famine.

• 3:03David Weisburd?

  And just taking a step back, how would you go about simply explaining what a continuation vehicle is?

• 3:10Speaker 00

  We've, we've sized the market, so I guess it does make sense to explain what the heck we're talking about. So, so continuation vehicle, the easiest way to explain it is just to use an example because it's a little esoteric. So I'm going to use an example of a KKR fund. This, I'm making this up, it's not actual, but you know, say KKR, a buyout fund, you know, has a great company that they invested in three or four years ago. The company has performed really well and might be their best company in their portfolio. And rather than sell it to the, another private equity fund or strategic investor, you know, they like the opportunity to play forward a company they know well.

• 3:50Speaker 00

  So what they do is they capitalize a new vehicle, the continuation vehicle, which is a limited partnership, just like theirs. And they're the GP of that vehicle. They raise capital from institutions like Agility Equity Partners, my firm, to buy their company from their fund. So it is an acquisition. They are selling their company out of the existing KKR fund to this new single asset entity that's going to hold the company capitalized by new investors like Agility Equity Partners to enable them to continue to own that company and to benefit from its, its growth.

• 4:37David Weisburd?

  Tell me about what the incentives for somebody like a KKR would be to hold that asset in their current fund and what are the incentives for those partners to now sell it to continuation vehicle?

• 4:50Speaker 00

  To start with, KKR is kind of at an inflection point where they can't hold it in the current fund and continue to grow it. So the fund may be at its fifth, sixth, seventh year. It doesn't have more equity capital to continue to grow that company. And so it's at a natural point where they would exit the company. And in the years past, they'd sell, they'd sell the company. So instead, though, the KKR GP says, gosh, this is a great company. I'd rather not sell it. I'd rather own it for a few more years, but I need to give my limited partners liquidity for their investment. So they use the CV

• 5:31Speaker 00

  tool to be able to accomplish both of those things, holding on to a great investment they know well, while giving liquidity to their limited partners.

• 5:42David Weisburd?

  There's an interesting positive selection here, the opposite of adverse selection, in that they're choosing not to sell the asset and they want to hold it and they want to also roll up their carry into the vehicle, which I know is a huge term for you guys. In which cases would there be adverse selection in that incentives are aligned for them to do a CV even though they might not love the deal? Does that ever happen?

• 6:04Speaker 00

  And that's a large part of our diligence is making sure, what we tell our investors is that we have the opportunity to invest in the best companies of the private equity firms with the positive signaling that you're mentioning that the private equity firm wants to hold on to it. But you have to do your diligence because not all these companies are great companies, at least from our perspective. It may be a company that's subject to cycles and it may have have customer concentration, it may have other issues. And frankly, what we're seeing a lot today Because the markets are so backed up is we're seeing companies that have had a failed

• 6:49Speaker 00

  auction process that the GP says, okay, well, then I'll do a continuation vehicle on it. And by the way, I want to do the continuation vehicle at the same valuation I couldn't get in the failed auction process. So, you know, that that's not a good deal for us. That's not alignment of interests.

• 7:08David Weisburd?

  Large buyouts have so much dry powder. And if you're not able to sell that through a process, that is not a good sign in this market.

• 7:16Speaker 00

  Right, right. Yeah, these are high quality companies we're investing in that, you know, should be able to sell in in any market. And actually, you know, we'll talk about it later, but our DPI kind of shows that because, you know, our DPI is very strong because these are very high quality companies that can sell, you know, even in this market.

• 7:35David Weisburd?

  So maybe you could double click on the process, the from going from a fund to a continuation vehicle. Who are the buyers? Who are the sellers? Who's rolling their capital? Who's net new capital? So walk me through kind of a basic rudimentary explanation of the flow of funds.

• 7:57Speaker 00

  Sure. Well, the buyer is the continuation vehicle. So the first flow of capital, if you will, are institutions like like agility invest into that CV. We capitalize the CV. So that's and then that CV is the buyer that in my old example, you know, buys the company out of KKR. So from the KKR's fund perspective, it just likes that looks like they're selling a company, just like any other company they'd sell in their portfolio. It just so happens they're selling it to themselves, but with a new with the new investor base. And then ultimately, the capital that the CV Uh, uses to buy the company with the fund, you know, trickles down to the limited partners.

• 8:42Speaker 00

  Now, there are some, some nuances to that and you actually mentioned one is, you know, let's use some numbers. Let's say the KKR bought this company for a hundred million originally, three years ago. They want to do the CV and now the company is worth four hundred million dollars. So the four hundred million dollars goes to the KKR fund from the CV. CV raises four hundred million dollars. Uh, CV actually raises, say, four hundred and eighty million dollars because they also want to raise growth capital. But, and then four hundred of it goes down to the KKR fund to buy the company. The GP is owed carried interest, twenty percent of that, twenty percent of the gain.

• 9:23Speaker 00

  So they bought it for a hundred, sold it for four hundred, so it's three hundred million dollars a gain, twenty percent of the gain, sixty million dollars. The GP doesn't take money off the table. You mentioned this before, the GP rolls that sixty million dollars into the CV and it's their investment into the CV. The LPs, you know, get the three hundred and forty million dollars, if my math is right. Three hundred and forty million dollars flows down to the LPs. But the LPs can choose, instead of taking cash, to roll their capital also into the CV. So if they decide they want to be a buyer, the smartest people around the table that are closest to the company have decided they don't want to sell.

• 10:07Speaker 00

  So maybe the LPs want to earn another two, three times on their money. They have the opportunity to roll into the CV also, or they can take cash. Most, most of them take cash.

• 10:20David Weisburd?

  I had the CIO of an endowment tell me that by default, she was a default yes in CVs. In other words, most of the time she was leaning yes, obviously you have to do your diligence and all that. But, but she liked the, the asset class. But the IC was almost a default no, in that they wanted the DPI, given the lack of DPI in the asset class. So you have this interesting, I guess, psychological element of it that goes above and beyond. What is the expected value and what is the, the kind of the stone cold math on the investment? Sometimes some LPs just want to have DPI.

• 10:59Speaker 00

  Right, and, and they want to deploy it into the, you know, their next best investment also, that they think they can get a two to three X on, so. Yeah, I can't blame them for for that.

• 11:12David Weisburd?

  Maybe you could tell me, why would a GP want to do a continuation vehicle on their asset? What's the incentives?

• 11:21Speaker 00

  They're looking at buying a company that they know really well. They already own it, but buying it in another pocket. So they know this company really well, so it's a de-risked investment for them to make. And it's an investment where they've worked out the kinks, if you will. They've upgraded the management team, put the systems in place. And really importantly, they've developed the growth levers and executed on the growth levers. And they see continued white space to grow the company. So they know it really well. So why not invest in that company instead of or in addition to, you know, another company that they're, you know, have 60 days to due diligence on, you know, has all the heavy lifting ahead of it.

• 12:04Speaker 00

  So it's a de-risked investment for them. And then the economics are really compelling. So in the example I had before, they took their carry and rolled it into the new CV. So what did I say the carry was $60 million, I think, in that example? So they have the opportunity for starters to take that $60 million in carry. And if they think on a de-risk basis, they can turn that into $120 to $180 million, you know, double or triple it. That's a great investment just there of their own capital. And then in addition to that, the CV has capital. We raised in my fictional CV, I think $480 million of capital.

• 12:45Speaker 00

  400 of it was to buy the company, 80 million was to invest in in growth post-closing. Some of that's going to be dead as well, but. They manage that capital like a fund and they get carried interest on all that new capital. Uh, the one difference on the carry side, I just will mention is that in your typical buyout fund, you know, they get a 20% carry, the GP, you know, after an eight to 10% hurdle rate to the LPs. In the CV world, you know, we align interests a little better than that. We have a tiered carry. So your typical GP doesn't hit the 20% carry into we agility and our investors get at least

• 13:30Speaker 00

  two times our money back and at least a 20% IRR. So, you know, it's better, better aligned. But, you know, that's a huge amount of extra carry that they can get in addition to being able to triple their own invested capital.

• 13:45David Weisburd?

  So said another way, the GP has done the work and which means provided a lot of value add, created these systems to, obviously they have to continue working and continue managing, but a lot of these systems have been set up. So they've done the value add and now they could essentially compound the, the returns from that value add. And two is there's a paradox investing is that the best diligence is to be an existing investor? So they've gone under the hood. They've been on the board. The portfolio CEOs are no longer in sales mode. They're actually in like operating and management mode. They've seen the data points from how they communicate, from how they grow, how they execute.

• 14:24David Weisburd?

  So they have more information on this current company than any possible than, than could be done theoretically through any diligence process because by, by na- by nature diligence has a sales aspect to it. But they're on the inside. So there it's de-risked as well.

• 14:41Speaker 00

  Exactly.

• 14:43David Weisburd?

  We talked about why it's attractive to GPs. Why are CVs so hot for LPs and why are so many LPs piling into the CVs?

• 14:54Speaker 00

  So for the LPs that are sellers, that are investors in the KKR fund, it just gives them optionality. So as we said early on, there has been a dearth of distribution since 2018. So for a long period of time. So this gives them an opportunity to get liquidity, you know, through the, through the CV. But if they want to, they can take the optionality of rolling their investment and, you know, getting a two to three X in a few more years. So it gives them, it gives them optionality. Like we said earlier, most of them take cash from, and I think your question was also from LP, like our LP perspective, what's attractive about

• 15:39Speaker 00

  it. So from an LP's investing into an agility, the, the attraction is, you know, everything I mentioned before is we're getting an opportunity to invest in, in a de-risked investment. Our hold periods are shorter because, you know, they've already done the heavy lifting in the first few years on the investment. So typically we're looking at three to five years and we have a mechanism to actually, you know, force an exit, an exit if it, if it doesn't happen. And also there's this uncommon alignment that we have with the GP. We're not on the other side of the table where they're trying to, you know, paint the, well, I won't say it,

• 16:22Speaker 00

  but where they're trying to, you know, tell us.

• 16:27David Weisburd?

  Well, let's use the word frame narratives.

• 16:30Speaker 00

  There you go. Where they're framing the narrative very positively relative to our questions and our, and our diligence. Yeah, we're on the same side of the table essentially with the GP because they're buyers also. And, you know, we are tremendously aligned. So it's a really nice de-risked, short, shorter term investment opportunity for our LPs.

• 16:54David Weisburd?

  So tell me about the HEC Paris study on continuation of vehicles or CVs.

• 16:59Speaker 00

  Sure. Well, HEC has done the most comprehensive study that I've seen. It's HEC, the Paris School of Management. And they've collected data on 300 CVs. So it's a pretty large sample size. And these are CVs that were created from 2018 to 2023. So the only problem is it's not a mature industry yet, so it's not a mature sample size. But they compared the CV returns against buyout returns. And what they found, the bottom line is that CVs had a higher return than buyouts of similar vintage years. They had a higher DPI, so they delivered cash back to investors more quickly than buyouts.

• 17:42Speaker 00

  And they had a lower dispersion of returns, so they were less risky than the buyouts. And then applying some real numbers to that. If I look at 2018, which is the oldest vintage they collected data on, you'll see that single asset CVs, that's what we invest in at Agility, you know, had a total value of 2.4X. And 1.7X was actually returned in cash with about, you know, 700 basis points of remaining value. So 1.7 cash on cash return for the 2018 vintage with a 2.4 total value versus buyouts in the same year that had a 1.8X total value.

• 18:27Speaker 00

  So 1.8 compared to 2.4. And they'd only returned 0.8X. So most of their value was still in the portfolio and not translated into cash. I should note that the stats I'm giving you are for the first quartile, so for the best funds. But you can see that it's really compelling.

• 18:50David Weisburd?

  Is it apples to apples or is it first quartile CVs versus first quartile P?

• 18:55Speaker 00

  It's apples to apples, first quartile to first quartile.

• 19:01David Weisburd?

  And you could also make an argument, which I'm not sure if you're doing, which is not only do they perform better, but they're also de-risk based on the factors that we said, which is the GPs know the management fee teams and they're more compounding than doing kind of these these highly disruptive changes within the company.

• 19:20Speaker 00

  Exactly. And I am making that argument and HEC is backing up that that argument with their data, which which does show that there's a much narrower dispersion of returns in the CVs versus versus the buyouts, which implies it's less risky.

• 19:40David Weisburd?

  So the CV asset class does not live in a bubble. It also is affected by specifically the returns of private equity, the lack of DPI in private equity. How does that lack of DPI play into the effects on the CV market? Does it affect the market in any way?

• 19:59Speaker 00

  Yeah, David, it's definitely expanding the market because it's viewed as another exit alternative in a market where it's difficult to exit companies. So, you know, last year, about 15% of exits were through CVs. And that's coming up from, you know, a decade ago, it was practically zero. It is viewed as an exit alternative. But the only thing I'll add is that that's not the only reason that CVs are growing. CVs are also growing because, as we mentioned before, the GPs recognize it just as a great way to play forward, you know, their their best assets.

• 20:39David Weisburd?

  Said another way, if you know the asset, you know, the risk, you know, the management team, why would you sell that asset and buy an unknown asset to replace it? It kind of doesn't make make sense on a first principles basis.

• 20:52Speaker 00

  Yep, I need to take you on my road show.

• 20:55David Weisburd?

  Taking a step back, CVs started on larger buyouts. So tell me about how they started, and I know you focus on lower middle market. So let's start with why CVs started up market and how that's evolved over time. One thing that I've learned from talking to hundreds of investors, founders and business leaders is that planning for the future isn't just about growing assets. It's also about protecting the people who matter most. Life comes with a lot of important milestones. Maybe you're buying a home, starting a family, planning for college, or simply thinking more intentionally about your financial future. As those responsibilities grow, it's worth making sure you protect those you love. Not sure what kind of life insurance you may need? Concerned about how much it may cost? Think life insurance is too complicated? Your local State Farm agent can help answer those questions.

• 21:39David Weisburd?

  They can help you explore your options for life insurance and choose coverage that you can adjust as your family's needs change over time. Financial protection for your loved ones when it matters most. Learn more about life insurance at statefarm.com. Like a good neighbor, State Farm is there.

• 21:54Speaker 00

  Yeah, nearly, nearly everything, at least in private equity, does start up market. And then, you know, the trends continue, continue down market. So right now, for the largest 100 private equity funds, 50% of them have done at least one CV. Some of them have done multiple CVs, you know, out of different funds. And that is starting to bubble down, down, down market. You know, on the, on the why down market, you know, why are we interested in, in the lower middle market? You know, it's like it's buyouts in general, there's more return opportunity with the smaller companies versus the bigger companies.

• 22:37Speaker 00

  So, you know, it's easier to double a company that has $10 to $15 million of EBITDA than a company that has $100 million of EBITDA. And you also get the impact of multiple accretion by growing smaller companies to kind of the next level of buyers, you know, versus the larger, larger deals where you don't have that opportunity. So there's a lot more alpha, there's a lot less competition, which is, which is also part of that.

• 23:09David Weisburd?

  You mentioned earlier that HEC's Paris study saw that CVs were less volatile. How is that measured and why do you believe CVs are less volatile than traditional bio?

• 23:25Speaker 00

  Well, HEC measures it by return dispersion. So they look at all the returns in their data set and you know, the, you know, how far they dispersed from the mean. You're asking me to do statistics, which I'm not great at, but and you know, there's a tighter dispersion with the CVs than there is with the buyouts, which you know, indicates, indicates lower risk. And I forgot the second part of the question.

• 23:52David Weisburd?

  So essentially you have the expected value, which, which is kind of the, the fitted line of returns. And then you have the noise around that. So if the standard deviation is much tighter on it, then, then that's, that's how you measure risk.

• 24:07Speaker 00

  Exactly. Stated much better.

• 24:10David Weisburd?

  You also invest in independent sponsor deals. So tell me about that market today.

• 24:16Speaker 00

  Yeah, yeah. So, you know, first of all, and I'm sure, sure. Most of your listeners know, but you know, an independent sponsor, for those that don't know, you know, these are, these are buyout professionals, but they raise capital on a deal by deal basis instead of raising capital into a blind pool fund to invest later. So it's a very large market. So there unfortunately is not much data on the market, you know, but there's said to be about 1,500 independent sponsors in North America. You know, our database at Agility has about a thousand of them and it continues to grow all the time.

• 24:57David Weisburd?

  And how much in deal volume is being done with independent sponsors?

• 25:00Speaker 00

  It's not hard data, but what, what the, the common theory is that there's actually more deals done by independent sponsors every year than they are from the dedicated buyout funds. Now these deals are a lot smaller, but you know, there's, there's a lot of them.

• 25:20David Weisburd?

  And why are independent sponsors growing so quickly? Why is that market growing quickly? What are the confluence of factors?

• 25:28Speaker 00

  There's a bit of a supply-demand going on here. So on the demand side, I'll start with is that investors are recognizing that there's a better return profile in lower-middle-market deals than there is in kind of the mega-buyout deals. You know, some go to the mega-buyout because they've got managers that are reliable and safe, and there's a lower beta. But there is an increasing demand for lower-middle-market deal flow. And so they're going to independent sponsors because, as I said, there's tremendous deal flow there. And the investor, you know, gets the option to choose which deals they go into.

• 26:09Speaker 00

  So the perception of the investor is, you know, that they're minimizing the risk or reducing risk because they get to make the investment decision on each investment. On the supply side, there are more professionals that are joining the ranks of independent sponsors. And at least my theory is that since there has been a hard time raising funds over the past number of years, kind of corresponding with the lack of DPI to invest in funds, you've got kind of mid-level or mid-to-upper-level private equity folks

• 26:49Speaker 00

  that, you know, don't have a great path forward, you know, to partnership and wealth creation. So they're leaving private equity firms and they are becoming independent sponsors. And the typical path of an independent sponsor like that is they want to do a few deals as an independent sponsor, raising capital on a deal-by-deal basis, and then use that track record to raise a fund. I mean, it's similar to agility. I left my prior institutional firm, you know, Fort Washington, and we've done, you know, eight deals, basically as an independent sponsor. We did have one small fund that we raised during that period. But basically, as an independent sponsor, it's allowed us to do a few things.

• 27:33Speaker 00

  It's allowed us to build a track record. But importantly, it's also allowed us, you know, to build a team and become more institutional so that we can raise a fund, you know, rather than, you know, me going out with a PowerPoint with, you know, Paul Cone, you know, trying, trying to raise, raise a fund on my own.

• 27:52David Weisburd?

  And also it allows you to do deals versus marketing that a hypothetical deal. So it allows you to actually get, get more reps as an independent organization. So just more, more, more useful as a GP.

• 28:06Speaker 00

  Exactly.

• 28:09David Weisburd?

  You've been doing this for 15 years now. What are some of the most non-obvious lessons that you've learned?

• 28:16Speaker 00

  Yeah, on the CV side, where, where I see CVs developing, especially single asset CVs and these mid-hold equity recaps, is that they're just going to develop into the buyout market. So right now, we've got, you know, secondary players that are putting them into their very diversified portfolios. We've got, you know, the market grew out of the secondary industry. So we've got people that are used to, you know, evaluating portfolios, not necessarily deals, although, you know, they're all quite good. But, you know, what I think is when you look back 10 years from now, what you're going to see is, you know, the market's going to segment. And in the part of the industry

• 28:57Speaker 00

  that we focus on, in the lower, lower, lower, middle market, single asset CVs, they're just going to look like buyout firms. I mean, that was the thesis for agility is that I wanted to build a team of buyout professionals, bring a buyout culture to the market that not only did buyout style diligence, but also was focused on value creation post-investment. We have operating partners, you know, like, like a buyout fund. In our last deal that we closed, investment we closed, we brought in an operating partner that was the COO of FedEx.

• 29:37Speaker 00

  And so he was a logistics guy. This is a logistics company. He's serving on the board for us, just like a buyout fund would bring somebody like that. And then, then finally, you're going to see the portfolio composition look like a buyout fund. So your typical buyout fund has a dozen plus or minus investments in it. They're fairly concentrated. Your typical secondary fund or the mindset of the secondary fund is to have large diversified portfolios to mitigate risk. We don't think you need to do that. We're mitigating risk with the alignment that we have with the GP with where we're entering the market partnering with these sponsors. Now, of course, we've got to do diligence to, you know, validate

• 30:22Speaker 00

  that we've mitigated that risk, but we can put together a portfolio of a dozen companies that are somewhat de-risked, you know, versus your traditional secondary portfolio. So we'll have, we have the luxury of building a concentrated portfolio where any one company can deliver an outsized return and move the needle versus your traditional secondary mindset, which is, you know, very large diversified portfolio focused on, you know, mitigating any, any downside. So long answer, 10 years from now, I think, you know, these firms are just going to look like buyout firms accessing buyouts through partnering with sponsors. But the only other thing that occurs to me as being non-obvious

• 31:07Speaker 00

  is that the asset quality that you have of these companies going through the CV market are the best assets of these buyout firms or independent sponsors. They're not getting sold as they did in years past upstream to the next largest private equity firm. So if you're an asset allocator, and I know you have a lot of asset allocators paying attention to your podcast. If you're an asset allocator, a lot of great companies are slipping through your opportunity set. If you're just investing in buyout funds to access great companies, you're going to need to think about how you want to play the CV market

• 31:50Speaker 00

  to capture the deal flow from these very high quality companies.

• 31:55David Weisburd?

  From an allocator perspective, they're concerned about large buyouts. Is that, you know, a dying market or a market that's going to be very difficult to outperform even S and P 500? With illiquidity, which is just an inferior asset. But at the same time, they do want to invest into private assets. So I think they look at it more like, we need exposure into private equity. What is the best way to play that? You mentioned secondaries, you could go lower middle market, you could go into CVs, you could go into independent sponsors. So they're, they're looking for what is the best player for this private equity position on a risk adjusted basis?

• 32:38Speaker 00

  And they're having a tough time right now trying to figure out what we are. What, yeah, the firms that focus on single asset CVs and we're not the only one, you know, where to bucket them? You know, is, is that a secondary? Is it a buyout? Is it somewhere in between? And we don't have an in-between bucket. You know, you know, what, what I would say is, like I said, in 10 years from now, we're just another way to play buyouts. And, and the data is showing that our returns are just as compelling as buyouts. We're just accessing them through, you know, a different channel.

• 33:11David Weisburd?

  GP stakes is a great example of this phenomenon because it's in some ways cash flowing because you get management fees from day one. It has like equity components because you're investing into the underlying manager. And sometimes you could invest into private credit managers. So it has a private credit component. So it's still, it's still an issue to this day, even though it's ballooned out to $70 billion market. You have this unique vantage point in that for 15 years, you've seen hundreds of GPs on a yearly basis.

• 33:47David Weisburd?

  I want to really unpack the ethics of the top GP. So you've seen them kind of start and you've seen how their careers have progressed on a scale of one to 100. Or where are the GPs that have grown into the largest franchises? How do they fit from a one to 100 on an ethical standpoint? Are they the most ethical? Are they kind of like ethical with some fragmentism? So are they not ethical? So how would you look at the ethics, which I would define as being aligned with their LPs and portfolio companies?

• 34:20Speaker 00

  But that that seems like a question that's just going to generate a lot of hate in the industry.

• 34:26David Weisburd?

  It's not meant to.

• 34:29Speaker 00

  I hate the word ethics. I like your definition, you know, maybe as far as alignment rather than ethics. Because, yeah, I wouldn't say I don't see unethical GPs, you know, by and large, you can't survive in the industry for over a long period of time if you're unethical. But but I will say, you know, and I'll state the obvious here, is that, you know, GPs are motivated to manage assets. You know, the the more assets that they manage, they get a management fee off of those assets. And that management fee can get, you know, very large, you know, even if their, you know, performance is, you know, just kind of a median performance and not top quartile performance.

• 35:10Speaker 00

  So there there is a motivation to grow your asset base. And and certainly, we we see that in spades, you know, at the top end of the private equity market. These firms are really just asset aggregators, you know, raising bigger and bigger funds, rolling out new strategies, you know, all the time. And investors stick with them because, you know, they're certainly very professional, very institutional, and they're fairly reliable, at least in being able to, you know, deliver median returns. You know, but yeah, what what you lose is the opportunity to get, you know, kind of those top tier returns.

• 35:52Speaker 00

  You may get it this fund or that fund, but, you know, I'd say, you know, down market, you know, the hungrier funds that aren't, you know, able to buy their house in the Hamptons just based on management fees or are working for carried interest. You know, you know, that's that's still where the play is. But I wouldn't use the word ethical. I think they're all ethical and, you know.

• 36:12David Weisburd?

  They all follow the rules, but they're not necessarily all aligned with alpha-seeking LPs.

• 36:21Speaker 00

  That's right.

• 36:23David Weisburd?

  There's something that I've found is there's very few purely alpha LPs that are highly focused on that as their North Star. Although, to be fair, a lot of the mandates are not to maximize alpha, it's to deliver a certain return with a certain level of risk.

• 36:45Speaker 00

  That's right. I mean, there is alpha and beta and, you know, some allocators, and I can't argue with them, you know, are more focused on the blend, if you will. Maybe risk, maybe it's risk-adjusted alpha. So, you know, investing in a large firm that's gives them reliable median returns, you know, outweighs having to pick over the smaller managers where there's the more beta, you know, so they've got to find.

• 37:13David Weisburd?

  There's also essentially this self-dealing that comes in that could come play in CVs where you underprice an asset. Do you see a lot of successful GPs doing this? Or is it the ones that are play nicely with all LPs and transparently are the ones that you've seen have grown into biggest asset managers?

• 37:35Speaker 00

  Yeah, I mean, that's a great question. I mean, you're talking about, there is a conflict of interest, you know, inherent in a CV because your buyer, in my example, KKR, was selling the company out of one fund, buying it into the CV and to this new fund of one asset. So there's a conflict of interest of having them on both sides of the table. Yeah, there's, there's some regulators, yeah, for that conflict and we see, you know, most everybody, you know, adheres to those regulators. I mean, the first is your valuation policy, you know, at your firm. There is a, a need to mark your portfolio to a market

• 38:18Speaker 00

  valuation, you know, as measured with, you know, comparables and DCFs and all other things. So. You know, LPs should have some comfort that the portfolio is marked to market and most CVs are done around the current value. So at that, that market value. A second regulator is that it's the gold standard in ninety nine point nine percent of GPs, hire an investment bank to run a process. So there's, you know, more than one buyer, you know, around, around the table. So it is a process, even if in our part of the market, it's not that competitive. There's only a few of us, you know, there is a process. We just can't steal a company colluding with the GP

• 39:03Speaker 00

  to only offer a decent, you know, on the dollar or something for it. So, you know, I think that the self-dealing part, you know, has really been mitigated because, you know, the market recognizes this conflict of interest.

• 39:21David Weisburd?

  So if you could go back to nineteen eighty five, when you finished your MBA program, I'm not trying to age you, but and you could give one piece of timeless advice for Paul as he was graduating his MBA program, what would that timeless piece of advice be?

• 39:37Speaker 00

  First of all, I skipped one year of graduate school or undergrad and went straight in. So if you're doing the math, at least subtract a year from my age. You know, so what would I tell? This is a really, a really great question. You know, what would I tell young Paul? Yeah, first of all, and I apologize to young Paul, that I, I think that, you know, making mistakes is inherent in becoming a good investor. So, you know, I wouldn't want to tell young Paul all the mistakes I've made and I've made, you know, numerous mistakes because, you know, that's what really makes you a good investor. It's those scars that heal over that make you a better investor, more than your successes, which sometimes just come with, you know, luck of

• 40:22Speaker 00

  timing or, you know, execution by a management team that you're not involved with or something. A couple of things, though, I, I think I, I would tell young Paul is the first is just a bit of advice and that's to trust your gut, especially when it comes to people. So, you know, you're going to come across people that are just not gonna, they're gonna set off alarm bells for you. I had, I had a deal early in my career. Where I was told that the CEO was a diamond in the rough. That was a quote I remember is like thirty years ago, I still remember the quote. I was co-investing with another firm on this. And the head of the other firm was like, this guy is just a genius, a great investor.

• 41:06Speaker 00

  He's a diamond in the rough. When I heard him, the CEO, I kind of walked out the meeting thinking, what did he say? We've all had meetings like that where you really have no idea what the guy said. And my alarm bells were going off, but I, instead of listening to my gut, I listened to the other investor, who frankly was more senior than I, more reps and such, made the investment. Ultimately, you know, this guy turned out to be a really bad egg and did some bad things. And we had to replace him. A mentor of mine in investing had a great quote that I still use today, saying, there's no called strikes in investing.

• 41:48Speaker 00

  So if you see a pitch and you don't swing, no strike, even if it's a great investment later on, you know, don't look back. But if you swing and you, and you, and you whiff, because you invested behind a bad person or a bad company, you're stuck with that in your track record and your sleepless nights. So, you know, trust, trust your gut is the first thing that I would say, because the people are the most important thing. And if an alarm bells go off, you know, don't invest in that person. And then the only, the second bit of advice I give is really along those lines is that if you need to make a change at a company, make it quickly. There's always the thought that it, you know, it's going to be disruptive and should I do

• 42:33Speaker 00

  it? Like for instance, if a CEO is underperforming and you need to replace them, or you need to cut off a product line, or you need to cut costs, you know, all these really hard decisions, you know, they.

• 42:47Speaker 00

  Are disruptive, but if you rip off that Band-Aid, it's much better to do them quickly than to wait and to let things, you know, continue to slide in the wrong direction. So those are two mistakes, I guess I have made in my life that I would advise myself on. Listen to your gut. I think there was a book on that too. You're really good at this, identifying this, you know, you can gauge people in like three seconds or something. I can't remember what the book was.

• 43:15David Weisburd?

  Blink, Malcolm Gladwell?

• 43:16Speaker 00

  Yes, exactly. So that's my advice.

• 43:21David Weisburd?

  When you have terminated people quickly, have you ever regretted that?

• 43:30Speaker 00

  I haven't. And actually, what I've had is the other member, you probably had this too. Other members of the management team say, it's about time. They generally are like, they're just relieved that you finally made that call. They're not comfortable necessarily calling up and saying, get rid of my boss. That's a career ending move. But usually they say, gosh, it's about time.

• 43:54David Weisburd?

  Yeah, I've never had that happen either. I'm still looking for someone to disagree with that premise, but I think there's some kind of evolutionary purpose for not wanting to get rid of people. So by the time that you really need to get rid of somebody, I think it's almost always late. So you could, you could never be too early. I think about these lessons, which are basically these learnable lessons and these unlearnable lessons. I think some lessons you have to experience yourself, or we're just too stubborn to learn from others. But the other ones is why I have the podcast, which I'm able to interview people like you, learn from your mistakes, kind of the learnable lessons

• 44:36David Weisburd?

  part of it, which I probably say at least eighty, ninety percent. And then hopefully have the wisdom to integrate lessons from somebody else without having to feel the painful lessons myself. But those ten to twenty percent are. Irreducible and they must be made, which is why the smartest people in the world are not the richest. If you could learn and sit and listen to podcasts all day long and become great, people would do that. It's much better than making your own mistakes. But I think both are important. I think people fall in these kind of camps of doing versus learning. I think a healthy combination of both is the most optimal way to accelerate your growth.

• 45:13Speaker 00

  But you're saying listening to why I invest is not a wealth creation exercise? Okay.

• 45:19David Weisburd?

  It is not. It is necessary, but not sufficient.

• 45:25David Weisburd?

  This has been an absolute masterclass on continuation vehicles, independent sponsors, just how to think about creating structural alpha in the buyout space, which I think is missing today. What would you like our listeners to know about you, about agility equity partners, or anything else you'd like to share?

• 45:44Speaker 00

  Well, you know, first of all, David, you know, thank you very much for asking me to participate. Your podcasts are excellent. Agility, what we're trying to get across is, you know, that we're not just buying tail end assets. We are here to provide, you know, equity capital for lower middle market buyouts of sponsor led transactions. And we're not looking to do tail end deals. We're actually looking to provide the fuel for, you know, companies to grow while they're in their real, their growth stage. These are high quality companies.

• 46:19David Weisburd?

  Paul, we've known each other for half a decade now, and you're a finance nerd, just like myself. Look forward to continuing the relationship and meeting live soon. Thanks for listening to my conversation. If you enjoyed this episode, please share with a friend. This helps us grow. Also provides the very best feedback when we review the episode's analytics. Thank you for your support.