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Capital

Capital is taking independent sponsors more seriously.

Deal-by-deal used to be what you did until you could raise a fund. That assumption is loosening.

Thesis Driven ran a letter this year on what it called the GP studio: capital that invests in a young sponsor's management company rather than in any single deal, supplying balance sheet, co-investment and back-office infrastructure in exchange for economics in the general partner. Narrow structure, and it won't suit most firms. It is one of several signs pointing the same direction, though: allocators are paying more attention to small independent sponsors than they did a decade ago.

An independent sponsor raises the equity for each transaction as the transaction appears, rather than holding a blind pool committed in advance. For a long time the description carried a slight apology with it, as though the firm were between stages. That has been changing. Recent survey work on the segment reads less like a study of people waiting for a fund and more like a study of a way of operating that some managers pick deliberately and stick with.

Why the interest makes sense

The reasons aren't complicated, and most of them favour the investor rather than the sponsor.

  • The capital can see the asset. A blind pool asks for a commitment before anything has been identified. Deal by deal, an investor underwrites a specific building in a specific market with a specific business plan, and can decline any one of them without leaving the relationship.
  • Alignment tends to be visible. Where a sponsor earns mainly on the outcome of each transaction rather than on a fee collected across a committed pool, the economics are easier to read from the outside.
  • There is no clock. A fund with a three-year investment period has to deploy it. A sponsor raising per deal can look at a year it does not like and buy nothing, which in a thin market is worth more than it sounds.
  • Smaller assets are usually less crowded. Below the threshold at which institutional buyers can underwrite economically, there are often fewer bidders per deal, and pricing tends to reflect that.

What the capital is actually buying

In operating-intensive property types, and hotels are the clearest case, a meaningful share of the return comes from attention rather than from the purchase. The building doesn't produce the result on its own. Judging that inside a blind pool is hard; judging it one asset at a time, with a sponsor who has to show the work at every raise rather than once every few years, is a great deal easier.

Which is also why the infrastructure question matters. Running this kind of strategy properly takes revenue management, reporting, accounting and asset management capability, all of it expensive relative to a small early portfolio. A studio structure addresses that by funding the platform ahead of the assets. Direct institutional investment into operating platforms, of the kind Hotel Investment Today reported when Ares took a position in the Excel Group, addresses the same problem from a different angle.

The honest tension

Deal-by-deal capital is more expensive to assemble per transaction, and it is slower. Certainty of close is the question a broker will ask first and the one an independent sponsor has to answer with a track record rather than with a fund size. Pursuit costs sit with the sponsor. And general partner economics sold early are usually the cheapest equity a firm will ever issue, so a studio arrangement only makes sense if what it builds raises the terminal value of the business rather than funding a few years of overhead.

Those are real costs rather than deal-breakers. That's the trade, and it's a reasonable one for a manager who would rather own the decision about which year to be busy. The direction of travel is the interesting part: capital that once wanted a fund before it would take a manager seriously now has several ways to back one before a fund exists.

Sources and further reading

  1. Thesis Driven, The GP Studio.
  2. Hotel Investment Today, Ares invests in acquisitive Excel Group, an example of institutional capital backing an operating hotel platform.
  3. GP Studio, Independent Sponsors, and the Independent Sponsor Survey Report.

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