The (Uncertain) Payoff from Alternative Investments: Many a slip between the cup and the lip?

    It is true that most investing lessons are directed at those who invest only in stocks and bonds, and mostly with long-only strategies. It is also true that in the process, we are ignoring vast swaths of the investment universe, from other asset classes (real estate, collectibles, cryptos) to private holdings (VC, PE) to strategies that short stocks or use derivatives (hedge funds). These ignored investment classes are what fall under the rubric of alternative investments, and while many of these choices have been with us for as long as we have had financial markets, they were accessible to only a small subset of investors for much of that period. In the last two decades, alternative investments have entered the mainstream, first with choices directed at institutional investors, but more recently, in offerings for individual investors. Without giving too much away, the sales pitch for adding alternative investments to a portfolio composed primarily of stocks and bonds is that the melding will create a better risk-return tradeoff, with higher returns for any given risk level, albeit with two different rationales. The first is that they have low correlations with financial assets (stocks and bonds), allowing for diversification benefits and the second is investments in some of these alternative asset groupings have the potential to earn excess returns or alphas. While the sales pitch has worked, at least at the institutional level, in getting buy-in on adding alternative investments, the net benefits from doing so have been modest at best and negative at worst, raising questions about whether there need to be more guardrails on getting individual investors into the alternative asset universe.

The Alternative Investment Universe

    The use of the word "alternative" in the alternative investing pitch is premised on the belief that much of investing advice is aimed at long-only investors allocating their portfolios between traded stocks, bonds and cash (close to riskless and liquid investments). In that standard investment model, investors choose a stock-bond mix, for investing, and use cash as a buffer to bring in not only liquidity needs and risk preferences, but also views on stock and bond markets (being over or under priced):

The mix of stocks and bonds is determined both by risk preferences, with more risk taking associated with a higher allocation to stocks, and market timing playing into more invested in stocks (if stocks are viewed as under priced) or more into bonds (if stocks are over priced and bond are viewed as neutral investments). 

    This framework accommodates a range of choices, from the purely mechanical (like the much touted 60% stocks/40% bonds mix) to more flexible, where allocations can vary across time and be a function of market conditions. This general framework allows for variants, including different view on markets (from those who believe that markets are efficient to stock pickers and market timers) as well as investors with very different time horizons and risk levels. However, there are clearly large segments of investing that are left out of this mix from private businesses (since they are not listed and traded) to short selling (where you can have negative portfolio weights not just on individual investments but on entire markets) to asset classes that are not traded. In fact, the best way to structure the alternative investing universe if by looking at alternatives through the lens of these missing pieces.

1. Long-Short

   In principle, there is little difference between being long on an investment and holding a short position, with the only real difference being in the sequencing of cash flows, with the former requiring a negative cash flow at the time of the action (buying the stock or an asset) and a positive cash flow in a subsequent period (when it is sold), and the latter reversing the process, with the positive cash flow occurring initially (when you sell a stock or an asset that you do not own yet) and the negative cash flow later. That said, they represent actions that you would take with diametrically opposite views of the same stock (asset), with being long (going short) making sense on assets where you expect prices to go up (down). In practice, though, regulators and a subset of investors seem to view short selling more negatively, often not just attaching loaded terms like "speculation" to describe it, but also adding restrictions of how and when it can be done.

    Many institutional investors, including most mutual, pension and endowment funds, are restricted from taking short positions on investments, with exceptions sometimes carved out for hedging. For close to a century, at least in the United States, hedge funds have been given the freedom to short assets, and while they do not always use that power to benefit, it is undeniable that having that power allows them to create return distributions (in terms of expected returns, volatility and other distributional parameters) that are different from those faced by long-only investors. Within the hedge fund universe, there are diverse strategies that not only augment long-only strategies (value, growth) but also invest across multiple markets (stocks, bonds and convertibles) and geographies.

    The opening up of derivatives markets has allowed some investors to create investment positions and or structured products that use options, futures, swaps and forwards to create cash flow and return profiles that diverge from stock and bond market returns. 

2. Public-Private

    While much of our attention is spent on publicly traded stocks and bonds, there is a large segment of the economy that is composed of private businesses that are not listed or traded. In fact, there are economies, especially in emerging markets, where the bulk of economic activity occurs in the private business space, with only a small subset of businesses meeting the public listing/trading threshold. Many of these private businesses are owned and funded by their owners, but a significant proportion do need outside equity capital, and historically, there have been two providers:

• For young private businesses, and especially those that aspire to become bigger and eventually go public, it is venture capital that fills the void, covering the spectrum from angel financing for idea businesses to growth capital for firms further along in their evolution. From its beginnings in the 1950s, venture capital has grown bigger and carries more heft, especially as technology companies have come to dominate the market in the twenty first century.
• For more established private businesses, some of which need capital to grow and some of which have owners who want to cash out, the capital has come from private equity investors. Again, while private equity has been part of markets for a century or more, it has become more formalized and spread its reach in the last four decades, with the capacity to raise tens of billions of dollars to back up deal making.

On the debt front, the public debt and bank debt market is supplemented by private credit,  where investors pool funds to lend to private businesses, with negotiated rates and terms. again a process that has been around a while, but one that has also become formalized and a much larger source of funds. Advocates for private credit investing argue that it can be value-adding partly because of the borrower composition (often cut off from other sources of credit, either because of their size or default history) and partly because private credit providers can be more discerning of true default risk. Even as venture capital, private equity and private credit have expanded as capital sources, they remained out of reach for both institutional and individual investors until a couple of decades ago, but are now integral parts of the alternative investing universe.

3. Asset classes

    Public equity and debt, at least in the United States, cover a wide spectrum of the economy, and by extension, multiple asset classes and businesses, but there are big investment classes that are either underrepresented in public markets or missing.

• Real estate: For much of the twentieth century, real estate remained outside the purview of public markets, with a segmented investor base and illiquid investments, requiring localized knowledge. That started to change with the creation of real estate investment trusts, which securitized a small segment of the market, creating liquidity and standardized units for public market investors. The securitization process gained stream in the 1980s with the advent of mortgage-backed securities. Thus, real estate now has a presence in public markets, but that presence is far smaller than it should be, given the value of real estate in the economy.
• Collectibles: The collectible asset class spans an array of investment, most of which generate little or no cash flows, but derive their pricing from scarcity and enduring demand. The first and perhaps the longest standing collectible is gold, a draw for investors during inflationary period or when they lose faith in fiat currencies and governments. The second is art, ranging from paintings from the masters to digital art (non-fungible tokens or NFTs), that presumably offers owners not just financial returns but emotional dividends. At the risk of raising the ire of crypto-enthusiasts, I would argue that much of the crypto space (and especially bitcoin) also fall into this grouping, with a combination of scarcity and trading demand determining pricing. 

Institutional and individual investors have dabbled with adding these asset classes to their portfolios, but the lack of liquidity and standardization and the need for expert assessments (especially on fine art) have limited those attempts.

The Sales Pitch for Alternatives

    The strongest pitch for adding alternative investments to a portfolio dominated by publicly traded stocks and bonds comes from a basic building block for portfolio theory, which is that adding investments that have low correlation to the existing holdings in a portfolio can create better risk/return tradeoffs for investors. That pitch has been supplemented in the last two decades with arguments that alternative investments also offer a greater chance of finding market mistakes and inefficiencies, partly because they are more likely to persist in these markets, and partly because of superior management skills on the part of alternative investment managers, particularly hedge funds and private equity.

The Correlation Argument

    Much of portfolio theory as we know it is built on the insight that combining two investments that are not perfectly correlated with each other can yield mixes that deliver higher returns for any given level of risk than holding either of the investments individually. That argument has both a statistical basis, with the covariance between the two investments operating as the mechanism for the risk reduction, and an economic basis that the idiosyncratic movements in each investment can offset to create a less risky combination. 

    In that vein, the argument for adding alternative investments to a portfolio composed primarily of stocks and bonds rests on a correlation matrix of stocks and bonds with alternative investments (hedge funds, private equity, private credit, fine art, gold and collectibles):

Guggenheim Investments

While the correlations in this matrix are non-stationary (with the numbers changing both with time periods used and the indices that stand in for the asset classes) and have a variety of measurement issues that I will highlight later in this post, it is undeniable that they at least offer a chance of diversification that may not be available in a long-only stock/bond portfolio.

    Using historical correlations as the basis, advocates for alternative investments are able to create portfolios, at least on paper, that beat stock/bond combinations on a risk/return tradeoff, as can be see in this graph:

EquityMultiple Investment Partners, Green Street Advisors, and JPMorgan Asset Management

Note that the comparison is to a portfolio composed 60% of stocks and 40% of bonds, a widely used mix among portfolio managers, and in each of the cases, adding alternative investments to that portfolio results in a mix that yields  higher returns with lower risk.

The Alternative Alpha Argument

    The correlation-based argument for adding alternative investments to a portfolio is neither new nor controversial, since it is built on core portfolio theory arguments for diversification. For some advocates of alternative investments, though, that captures only a portion of the advantage of adding alternative investments. They argue that the investment classes from alternative investments draw on, which include non-traded real estate, collectibles and private businesses (young and old), are also the classes where market mistakes are more likely to persist, because of their illiquidity and opacity, and that alternative asset managers have the localized knowledge and intellectual capacity to find and take advantage of these mistakes. The payoff from doing so takes the form of "excess returns" which will supplement the benefits that flow from just diversification.

    This alpha argument is often heard most frequently with those advocating for adding hedge funds, venture capital and private equity to conventional portfolios, where the perception of superior investment management persists, but is that perception backed up by the numbers? In the graph below, I reproduce a study that looks at looked at 20-year annualized returns, from 2003 to 2022, on many alternative asset classes:

Opto Insights

Given the differences in risk across alternative investment classes, the median returns themselves do not tell us much about whether they earn excess returns, but two facts come through nevertheless. The first is that the variation across managers within investment classes is significant in both private equity and venture capital. The second, and this is not visible in this graph, is that persistence in outperformance is more common in venture capital and private equity than it is in public market investors, with winners more likely to continue winning and losers dropping out. I expanded on some of the reasons for this persistence, at least in venture capital, in a post from some years ago.

   The bottom line is that there is some basis for the argument that as investment classes, hedge funds, private equity and venture capital, generate excess returns, albeit modest, relative to other investors, but it is unclear whether these excess returns are just compensation for the illiquidity and opacity that go with the investments that they have to make. In addition, given the skewed payoffs, where there are a few big and persistent winners, the median hedge fund, private equity investor or venture capitalist may be no better at generating alpha than the average mutual fund manager.

The Rise of Alternative Investing

    No matter what you think of the alternative investing sales pitch, it is undeniable that it has worked, at least at the institutional investor level, for some of its adopted, especially in the last two decades. In the graph below, for instance, you can track the rise of alternative investments in pension fund holdings in this graph (from KKR):

Source: KKR

That move towards alternatives is not just restricted to pension funds, as other allocators have joined the mix:

Source: KKR

Some of the early movers into alternative asset classes were lauded and used as role models by others in the space. David Swensen, at Yale, for instance, burnished a well-deserved reputation as a pioneer in investment management by moving Yale's endowment into private equity and hedge funds earlier than other Ivy League schools, allowing Yale to outpace them in the returns race for much of this century:

As other fund managers have followed Yale into the space, that surge has been good for private equity and hedge fund managers, who have seen their ranks grow (both in terms of numbers and dollar value under management) over time.

Where's the beef?

    As funds have increased their allocations to alternative investments, drawn by the perceived gains on paper and the success of early adopters, it is becoming increasingly clear that the results from the move have been underwhelming. In short, the actual effects on returns and risk from adding alternative investments to portfolios are not matching up to the promise, leading to questions of why and where the leakage is occurring.

 

The Questionable Benefits of Alternative Investing

    In theory and principle, adding investments from groupings of investments that are less correlated with stocks and bonds should yield benefits for investors, and at least in the aggregate, over long time periods that may hold. Cambridge Associates, in their annual review of endowments, presents this graph of returns and standard deviations, as a function of how much each endowment allocated to private investments over a ten-year period (from 2012-2022):

Cambridge Associates

With the subset of endowments that Cambridge examined, both annual returns and Sharpe ratios  were higher at funds that invested more in private investments (which incorporates much of the alternative investment space). Those results, though, have been challenged by others looking at a broader group of funds. In an article in CFA magazine, Nicolas Rabener looked at the two arguments for adding hedge funds to a portfolio, i.e., that they increase Sharpe ratios and reduce drawdowns in fund value during market downturns, and found both absent in practice:

Nicolas Ramener, CFA Institute

With hedge funds, admittedly just one component of alternative investing, Rabener finds that notwithstanding the low correlations that some hedge fund strategies have with a conventional equity/bond portfolio, there is no noticeable improvement in Sharpe ratios or decrease in drawdowns from adding them to the portfolio.

    Richard Ennis, a long-time critic of alternative investing, has a series of papers that question the benefits to funds from adding them to the mix. 

Richard Ennis, SSRN

In the Ennis sample, the excess returns become more negative as the allocation to alternative investments is increased, undercutting a key sales pitch for the allocation. While alternative investing advocates will take issue with the Ennis findings, on empirical and statistical bases, even long-term beneficiaries from alternative investing seem to have become more skeptical about its benefits over time. In a 2018 paper, Fragkiskos, Ryan and Markov noted that among Ivy League endowments, properly adjusting for risk causes any benefits in terms of Sharpe ratios, from adding alternative investments to the mix, to disappear. In perhaps the most telling sign that the bloom is off the alternative investing rose, Yale's endowment announced its intent to sell of billions of dollars of private equity holdings in June 2025, after years of under performance on its holdings in that investment class.

Correlations: Real and Perceived

    At the start of this post, I noted that a key sales pitch for alternative investments is their low correlation with stock/bond markets, and to the extent that this historical correlations seem to back this pitch, it may be surprising that the actual results don't measure up to what is promised. There are two reasons why these historical correlations may be understated for most  private investment classes:

1. Pricing lags; Unlike publicly traded equities and bonds, where there are observable market prices from current transactions, most private assets are not liquid and the pricing is based upon appraisals. In theory, these appraisers are supposed to mark-to-market, but in practice, the pricing that they attach to private assets lag market changes. Thus, when markets are going up or down quickly, private equity and venture capital can look like they are going up or down less than public equity markets, but that is because of the lagged prices. 
2. Market crises: While correlations between investment classes are often based upon long periods, and across up and down markets, the truth is that investors care most about risk (and correlations) during market crises, and many investment classes that exhibit low correlation during sideways or stable markets can have lose that feature and move in lock step with public markets during crisis. That was the case during the banking crisis in the last quarter of 2008 and during the COVID meltdown in the first quarter of 2020, when funds with large private investment allocations felt the same drawdown and pain as funds without that exposure.

In my view, this understatement of correlation is most acute in private equity and venture capital, which are after all equity investments in businesses, albeit private, instead of public. It is less likely to be the case for truly differentiated investment classes, such as gold, collectibles and real estate, but even here, correlations with public markets have risen, as they have become more widely held by funds. With hedge funds, it is possible to construct strategies that should have lower correlation with public markets, but some of these strategies can have catastrophic breakdowns (with the potential for wipeout) during market crises.

Illiquidity and Opacity (lack of transparency)

    Even the strongest advocates for alternative investments accept that they are less liquid than public market investments, but argue that for investors with long time horizons and clearly defined cash flow needs (like pension and endowment funds), that illiquidity should not be a deal breaker. The problem with this argument is that much as investors like to believe that they control their time horizons and cash needs, they do not, and find their need for liquidity rising during acute market crises or panics. The other problem with illiquidity is that it manifests in transactions costs, manifesting both in terms of bid-ask spreads and in price impact that drains from returns.

    The other aspect of the private investment market that is mentioned but then glossed over is that many of its vehicles tend to be opaque in terms of governance structure and reporting. Investors, including many large institutional players, that invest in hedge funds, private equity and venture capital are often on the outside looking in, as deals get structured and gains get apportioned. Again, that absence of transparency may be ignored in good times, but could make bad times worse.

Disappearing Alphas

    When alternative investing first became accessible to institutional investors, the presumption was that market-beating opportunities abounded in private markets, and that hedge fund, private equity and venture capital managers brought superior abilities to the investment game. That may have been true then, but that perception has faded for many reasons. First, as the number of funds and money under management in these investment vehicles has increased, the capacity to make easy money has also faded, and in my view, the average venture capital, private equity or hedge fund manager is now no better or worse than the average mutual fund manager. Second, the investment game has also become more difficult to win, as the investment world has become flatter, with many of the advantages that fund managers used to extract excess returns dissipating over time. Third, the entry of passive investment vehicles like exchange traded funds (ETFS) that can spot and replicate active investors who are beating the market has meant that excess returns, even if present, do not last for long.

    With hedge funds, the fading of excess returns over time has been chronicled. Sullivan looked at hedge funds between 1994 and 2019 and noted that even by 2009, the alpha had dropped to zero or below:

Sullivan, Hedge fund alpha: Cycle or Sunset

In a companion paper, Sullivan also noted another phenomenon undercutting the benefits of adding hedge funds to a public market portfolio, which is that correlations between hedge fund returns and public market returns have risen over time from 0.65 in the 1990s to 0.87 in the last decade.

    With private investment funds, the results are similar, when performance is compared over time. A paper looking at private equity returns over time concluded that private equity returns, which ran well above public market returns between 1998 and 2007, have started to resemble public market returns in most recent years.

Ilmanen, Chandra and McQuinn

The positive notes in both hedge funds and private equity, as we noted in an earlier section on venture capital, is that while the typical manager in each group has converged to the average, the best managers in these groups have shown more staying power than in public markets. Put simple, the hope is that you can invest your money with these superior managers, and ride their success to earn more than you would have earned elsewhere, but there is a catch even with that scenario, which we will explore next.

The Cost Effect

   Let's assume that even with fading alphas and higher correlations with public markets, some hedge funds and private market investors still provide benefits to funds invested primarily in public markets. Those benefits, though, still come with significant costs, since the managers of these alternative investment vehicles charge far more for their services than their equivalents in public markets. In general, the fees for alternative investments are composed of a management fee, specified as a percent of assets under management, and a performance fee, where the alternative investment manager gets a percent of returns earned over and above a specified benchmark. In the two-and-twenty model that many hedge and PE fund models used to adhere to, the fund managers collect 2% of the assets under management and 20% of returns in excess of the benchmark. Both numbers have been under downward pressure in recent years, as alternative investing has spread:

Even with the decline, though, these costs represent a significant drag on performance, and  the chances of gaining a net benefit from adding an alternative investing class to a fund drop towards zero very quickly.

An Epitaph for Alternative Investing?

    It is clear, looking at the trend lines, that the days of easy money for those selling alternative investments as well as those buying these investments have wound down. Even  savvy institutional investors, who have been long-term believers in the benefits of alternative investing, are questioning whether private equity, hedge funds and venture capital have become too big and are too costly to be value-adding. As institutional investors become less willing to jump into the alternative investing fray, it looks like individual investors are now being targeted for the alternative investing sales pitch, and as with all things investing, I would suggest that buyer beware, and that investors, institutions and individual, keep the following in mind, when listening to alternative investing pitches:

1. Be picky about alternatives: Given that the alpha pitch (that hedge fund and private equity managers deliver excess returns) has lost its heft, it is correlations that should guide investor choices on alternative investments. That will reduce the attractiveness of private equity and venture capital, as investment vehicles, and increase the draw of some hedge funds, gold and many collectibles. As for cryptos, the jury is still out, since bitcoin, the highest profile component, has behaved more like risky equity, rising and falling with the market, than a traditional collectible.
2. Avoid high-cost and exotic vehicles: Investing is a tough enough game to win, without costs, and adding high cost vehicles makes it even more difficult. At the risk of drawing the ire of some, I would argue that any endowment or pension fund managers who pay two-and-twenty to a hedge fund, no matter how great its track record, first needs their heads examined and then summarily fired. On a related noted, alternative investments that are based upon strategies that are so complex that neither the seller nor buyer has an intuitive sense of what exactly they are trying to do should be avoided.
3. Be realistic about time horizon and liquidity needs: As noted many times through this post, alternative investing, no matter how well structured and practiced, will come with less liquidity and transparency than public investing, making it a better choice for investors with longer time horizons and well-specified cash needs. On this front, individual investors need to be honest with themselves about how susceptible they are to panic attacks and peer-group pressure, and institutional investors have to recognize that their time horizons are determined by their clients, and not by their own preferences.
4. Be wary of correlation matrices and historical alphas: The alternative investing sales pitch is juiced by correlation matrices (indicating that the alternative investing vehicle in question does not move with public markets) and historic alphas (showing that vehicle delivering market beating risk/return tradeoffs and Sharpe ratios). If there is one takeaway from this post, I hope that it is that historical correlations, especially when you have non-traded investments at play, are untrustworthy and that alphas fade over time, and more so when the vehicles that delivered them are sold relentlessly.

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The Privatization of Tesla: Stray Tweet or Game Changing News

After my last two posts in Tesla, I was planning to take a break from the company, since I had said everything that I had to say about the company. In short, I argued that Tesla, notwithstanding its growth potential, was over valued and that to deliver on this potential, it would need to raise significant amounts of capital in the next few years. In an even earlier post, I described Tesla as the ultimate story stock, both blessed and cursed by having Elon Musk as a CEO, a visionary with a self destructive streak.  Even by Musk's own standards, his tweet on August 7 that Tesla would be going private, adding both a price ($420) and a postscript (that funding had been secured), was a blockbuster, pushung the stock price up more than 10% for the day. The questions that have followed have been wide ranging, from whether Tesla is a good candidate for  "going private" to the mechanics of how it will do so (about funding and structure) to the legality of conveying a market-moving news story in a tweet. 

1. Public to Private - The Why

When we talk about transitions between private and public market places, we generally tend to focus on private companies going public. That is because it is natural and common for a small, privately owned business, as it grows larger, to move to public markets, with an initial public offering. That said, there are publicly traded companies that seem to move in reverse and go back to being privately run businesses, as Tesla may be proposing to do. 

The Trade Off

To understand both transitions, the more-common private to public and the less-frequent public to private, let us consider the trade off between being a private business and a publicly traded company, from the perspective of the business:

Private versus Public: Business Perspective

The simple summary is that as a private company's need to access capital increases, it will accept more information disclosure and a more outsider-driven corporate governance structure, and make the transition to being a public company.  In recent years, the market for private equity has broadened and become deeper, allowing companies to stay private for far longer; Uber, for instance, is worth tens of billions of dollars and is still a private company. To fully understand the transitions, though,  we also have to look at the choice from the perspective of investors:

Private versus Public: Investor Perspective

In the classic structure of going public, private firms raise money from venture capitalists who accept less liquidity, but structure their equity investments to often get more protection and a bigger say in how the company is run. It is the desire for liquidity that makes venture capitalists push private companies to go public, so that they can cash out their investments. To be able to negotiate better disclosure and control, private company investors have to be investing larger amounts, and it is one reason that regulatory authorities have been wary of allowing small investors to invest in private companies, since they may end up with the worst of all worlds: illiquid investments in businesses, where they have no say in how the company is run, and no information about how well or badly it is doing.

The Public to Private Transition

With this trade off in mind, why would a public company choose to go back to being a private business? This transition makes sense if a company feels that the easier access to capital and a continuously set market price (which delivers liquidity), two features of public markets, no longer provide it with sufficient benefits, and/or the costs of disclosure and outsider intervention (from activist investors), that also come with being a public company, increase. In short, it has to be a company:

• that does not need access to large amounts of new capital to continue operating,
• where the market is under pricing the company, relative to its intrinsic value ,
• that feels the actions that it needs to take in its best long term interests will either create public backlash (layoffs and plant closures) or adverse market reactions (because of the effect that they will have on metrics that investors are focused upon).

It should come as no surprise that most companies that have gone through the public-to-private transition have been aging companies (no growth, no capital needed), trading at prices that are below their peer group (lower multiples of earnings or cash flows) and that need to shrink or slim down to keep operating.

The Tesla Case

As I look at the list of criteria for a good buyout company, I see nothing that would bring Tesla onto my radar as a potential candidate:

1. It is a growing company and it needs new capital to not only deliver on its growth promise but to survive for the next few years. If you are more optimistic than I am about Tesla, you may disagree with how much cash the company will have to raise to keep going, but I challenge even the most hardened optimist to tell me how the company will be able to increase production to a million cars or more without investing mind blowing amounts in new capacity.
2. If markets are punishing Tesla by under pricing the company, they are doing so in a very strange manner, giving it a higher market capitalization than much larger, more profitable automobile companies, ignoring large losses and generally tolerant of Elon Musk's errant behavior. In fact, if the critique of markets is that they are short term and focused on profits, Tesla would be the perfect counter example.
3. It is true that there was substantial drama and market volatility around the 5000 cars/week production target, and there may be some in the company who have the drawn the lesson that since there will be more production targets to come in the future, the company needs to operate out of market scrutiny. That would be the wrong lesson, since almost all of the drama in this episode, from setting the target (5000 cars/week) to the constant tweets about whether the targets would be met, was generated by Elon Musk, not the market. In fact, a cynic would argue that by focusing the market's attention on this short term target, Tesla has been able to avoid answering much bigger questions about its operations.

There are, of course, the short sellers in Tesla and Musk's frustration with them was clearly a driver of his "going private" tweet. His argument, which many of his supporters buy into, is that short sellers in public markets make money from seeing stock prices go down, and that some of them may do real damage to companies, because of this incentive. I will not dismiss this complaint, but I will come back to it later in this post, since I do think it is playing an outsized role in this process.

Public to Private - The Funding

When you decide to take a publicly traded company into the privately owned space, you have to replace the public capital (public equity and debt) with new capital that can be either private equity or new debt. 

The key questions then become what mix of debt and equity to use, how to raise the private equity needed to get the deal done and what the ultimate end game is in the transaction. Specifically, you may take a company private, because you want to control its destiny fully, and keep tit a private business in perpetuity. More often, though, the end game is to make the changes that you think will make the company more attractive to investors, and either take it back public or sell it to another public company.

The Analysis

If the company in question fits the buyout mold, i.e., it is an aging company with a lower market capitalization, relative to earnings and cash flows, than its peers, the going private transaction can be funded with a high proportion of debt, explaining why so many buyouts have leverage attached to them, making them leveraged buyouts. 

Given that the equity investors in the transactions have to give up public market governance tools, it should come as no surprise that in many of these deals, the private equity comes from a single firm, like KKR or Blackstone, with top managers holding some of the private equity, to align interests, after the deal goes through. Success in these deals comes from taking the reconfigured company public again, at a much higher value, leaving equity investors with outsized gains.

The Tesla Case

Tesla is a money-losing company, burning through significant amounts of cash. Not only is the company in no position to borrow more, I have argued before that it should not even carry the debt that it does. If this deal is to make sense, it has to be predominantly equity funded, but that does create some challenges. 

1. The No-pain solution: Musk, in his Tuesday tweets, seems to offer a solution, which, if feasible, would be relatively painless. In his set up, existing shareholders will be allowed to exchange their shares in Tesla, the public company, for shares in Tesla, the private business, and those shareholders who are unwilling to take this offer will sell their shares back to the company at $420/share. In the extreme case, where every existing shareholder takes this offer and if existing debt holders are willing to continue to lend to the new private enterprise, Tesla will need no new funding:

This would be magical, if you can pull it off, but there are two significant impediments. The first is that the deal may not pass legal muster, since the SEC restricts private companies to having less than 2000 shareholders, and Tesla has far more than that number. It is true that you might be able to create a fund that has individual shareholders, which then holds equity in the private company, like Uber has, but that fund is restricted to very wealthy, big investors, and the SEC may be unwilling to go along with a structure where there are thousands of small stockholders in the fund. The second is that even if Tesla manages to get regulatory approval for this unconventional set up, many shareholders may choose to cash out at $420, if the company goes private, even if they think that the shares are worth more, because they value liquidity.

2. A Deep-pocketed Outsider: The announcement that the Saudi Sovereign fund had invested $2 billion in Tesla shares came just before Musk's "going private" tweet, setting up a second possibility, which is the a large private equity investor (or several) would step in to fund the deal. Here, Tesla's large market capitalization and cash burning status work against it, reducing the number of potential players in the game. At the limit, if all existing shareholders, other than Musk, cash out at $420/share, you would need about $55-$60 billion in funding. No sovereign fund or passive investment vehicle can afford to have that much money tied up in one company, and especially one that is illiquid and will need more capital infusions in the future. Even the biggest private equity and venture capital investors, generally more willing to hold concentrated positions, will be hard pressed to put this much capital, for the same reasons. In fact, the only name that you can come up with that has even the possibility of pulling this off is Softbank, for three reasons:

• They may be big enough to make the investment. As a publicly traded company with a market capitalization of $103 billion, making a $55-60 billion additional investment in Tesla would be a reach, but Softbank is capable of drawing other investors of its ilk into the funding.
• They have and are invested in young, growth companies: Unlike traditional PE investors whose focus has been on doing leveraged deals of cash-rich companies, Softbank has invested successfully in growth companies, many of whom continue to burn through cash.
• They have a history with Tesla: There were rumors last year that Tesla and Softbank had talked about taking the company private, but control disagreements caused negotiations to break down.

That said, I am not sure that Elon Musk and Masayoshi Son (Softbank's CEO) can co-exist in the same company. Both value control, and both are unpredictable, and I have to confess that watching the two tango would make for great entertainment.
3. A Corporate Investor:  There is one final possibility that I considered and it is that a corporation with deep pockets would provide the money needed to take Tesla private. Given how much money is needed, the list of potential buyers is small and perhaps restricted to the large tech companies - Apple and Google. While they have the cash and perhaps may even have the interest, Musk's follow up that he would continue to run the company and hold on to his ownership stake strikes me as a poison pill that no corporation will want to swallow.

It is at this point that the "secured funding" claim that Musk made in his initial tweet comes into question. If the statement is true, he has either found an inept bank that will lend tens of billions to a money losing company with an undisciplined CEO, or a private equity investor who is willing to make the largest PE investment in history, while allowing Musk to continue running the company, with no checks and balances. If the statement is false, we will be seeing lawyers debating the meaning of the words "secured" and "funding" for a while.

Occam's Razor: A simpler explanation

This entire post has been premised on the notion that Elon Musk had done his homework and that he intended to send a serious signal to markets about a future buyout. Given Musk's history of impetuous and personal tweets, that premise might be completely wrong, in which case the explanation for this episode may be far simpler and rooted in the war with short sellers that Musk has been fighting for a while.  Musk is convinced, rightly or wrongly, that short sellers in Tesla are conspiring to bring not just the stock price, but the entire company, down. While there are short sellers in every publicly traded company, including the most successful in market capitalization (Apple, Facebook, Google, Amazon), Tesla is an outlier in terms of the short selling on two fronts:

• It has a CEO who is obsessed with short selling and spends a disproportionate amount of his time and attention on bringing them down. So, it is true that short sellers are a distraction to the company, but only because Elon Musk has made it so. 
• On the other side, many of the short sellers in Tesla seem to be just as obsessed with Musk and  are convinced that he is a scam artist. I have a sneaking feeling that for many of them, winning will mean not just making money on their Tesla positions, but seeing the company cease to exist (and taking Musk down with it). On my Tesla valuation from a few weeks ago, it is telling that the most heated responses that I got were not from Tesla bulls, accusing me of being too pessimistic, but from Tesla short sellers, arguing that I was being over valuing the company, even though my assessed value per share was half the prevailing price.

Investing is a difficult game, to begin with, but it becomes doubly so, when it becomes personal. Just as it is dangerous to fall in love with a company that you have invested in, it is just as dangerous to bet against a company because you hate its management and want it to fail. I think both sides of the Tesla short selling game are so infected with personal bias that they may do or say things that are not in their best long term investing interests. That is why I hope, for Tesla's sake, that Musk's personal dislike of short sellers did not lead him to tweet out that Tesla would go private. with both the price ($420) and the "secured funding" being spur of the moment inventions. In his zeal to make short sellers pay, he may have handed them the weapon they need to bring him down. I know that Tesla's board has backed Musk, saying that he had opened a discussion about going private with the board, but since no mention is made of a price or funding, and given how ineffective and craven this board has been over the last few years, I cannot attach much weight to this backing.

Bottom Line

There are publicly traded companies where going private is not only an option, but a value-increasing one, but Tesla is not one of them. As with so much else that the company has done over its history, from its acquisition of Solar City to borrowing billions of dollars to this talk of going private, it is not the action per se that is inexplicable, it is that Tesla is not the company that should be taking the action. The drama will undoubtedly continue, and in a world where we get much our entertainment from reality shows, the Elon Musk show is on top of my list of must-watch shows.

YouTube Video

Blog Posts on Tesla

1. Twists and Turns in the Tesla Story: A Boring, Boneheaded Update
2. Share Count Confusion: Dilution, Employee Options and Multiple Share Classes

Paper on Going Private

1. Anatomy of a Leveraged Buyout: Leverage, Control and Value

Private Equity: Hero or Villain?

The battle for the Republican presidential nomination seems to have claimed another "financial markets" casualty, at least in public opinion. In the last few weeks, we have seen Mitt Romney, who made his fortune at Bain Consulting, attacked for being a heartless, job-destroying private equity investor. I prefer not to enter political debates, but some of the critiques of private equity are so misdirected and over the top that I have to believe that these critics have no sense of what private equity is, the companies that they target and what they do at these companies. 


What is private equity?
If asked to provide a prototype of a private equity investor, many critics present you with Gordon Gekko , endowed with all of the characteristics that they want to attribute to a villain: a greedy, immoral man who delights in inflicting pain on the less fortunate. I could tell you that most private equity investors that I know don't even come close to that stereotype, but that is unlikely to convince anyone. In my view, here are the three ingredients for an investor to qualify to be a private equity investor:

1. Equity: At the risk of stating the obvious, to be a private equity investor, you have to be an investor in equity, either in publicly traded companies (as stock) or in private business (as owners' equity). So any criticism of private equity that segues into mortgage backed securities, which are generally debt, or into overreach at investment banks prior to 2008 is mixing up its villains.
2. Activist: A second feature of that separates private equity investors from most other equity investors is that they are activist, rather than passive investors. Thus, you and I, as passive investors, may buy stock in a company, believing it to be under valued or sub optimally managed, and then sit back and hope that the price moves up. An activist investor would buy stock in the same company and put in motion actions aimed at changing the way the company is managed (shutting down bad businesses, take on more debt, pay more dividends) or in fixing the reasons for under valuation (spin off, split offs, divestitures).
3. Private: While activist equity investors have been around as long as markets have been around, there is a third aspect to private equity investing that sets it apart. Private equity investors preserve the option (though they don't always use it) of "taking private" some of their targeted publicly traded companies. In effect, they remove these companies from the public space, run them as private companies for a period of time (during which they make changes), and then either go public again or sell them to other public companies.

With this definition in place, you still see diversity within this group. Broadly speaking, private equity investors can be classified into three categories: lone wolves (like Carl Icahn, Nelson Peltz and Bill Ackman), institutional activists (mutual funds and pension funds that trace their lineage back to the Calpers fund in the 1980s and are activist on the side) and activist hedge funds (which is where I would put Romney's Bain fund, KKR and Blackstone).


What types of companies do private equity investors target?
If activist investors hope to generate their returns from changing the way companies are run, they should target poorly managed companies for their campaigns.

• Institutional and individual activists do seem to follow the script, targeting companies that are less profitable and have delivered lower returns than their peer group. 
•  Hedge fund actvists seem to focus their attention on a different group. A study of 888 campaigns mounted by activist hedge funds between 2001 and 2005 finds that the typical target companies are small to mid cap companies, have above average market liquidity, trade at low price to book value ratios, are profitable with solid cash flows and pay their CEOs more than other companies in their peer group. Another study of the motives of activist hedge funds uncovered that the primary motive is under valuation, as evidenced in the figure below.

In summary, the typical activist hedge fund behaves more like a passive value investor, looking for under valued companies, than like an activist investor, looking for poorly managed companies. Activists individuals are more likely to target poorly managed companies and push for change.

What do they do at (or to) these targeted companies?

The essence of activist investing is that incumbent maangement is challenged, but on what dimensions is the challenge mounted? And how successfully? A study of 1164 activist investing campaigns between 2000 and 2007 documents some interesting facts about activism:

• Two-thirds of activist investors quit before making formal demands of the target. The failure rate in activist investing is very high.
• Among those activist investors who persist, less than 20% request a board seat, about 10% threaten a proxy fight and only 7% carry through on that threat.
• Activists who push through and make demands of managers are most successful (success rate in percent next to each action) when they demand the taking private of a target (41%), the sale of a target (32%), restructuring of inefficient operations (35%) or additional disclosure (36%). They are least successful when they ask for higher dividends/buybacks (17%), removal of the CEO (19%) or executive compensation changes (15%).  Overall, activists succeed about 29% of the time in their demands of management.

A review paper of hedge fund activist investing finds that the median holding for an activist hedge fund is 6.3% and even at the 75^th percentile, the holding is about 15%. Put differently, most activist hedge funds try to change management practices with well below a majority holding in the company. The same paper also documents an average holding period of about 2 years for an activist investment, though the median is much lower (about 250 days).

Following through and looking at companies that have been targeted and sometimes controlled by activist investors, we can classify the changes that they make into four groups as potential value enhancement measures:

1. Asset deployment and aperating performance: There is mixed evidence on this count, depending upon the type of activist investor group looked at and the time period. Divestitures of assets do pick up after activism, albeit not dramatically, for targeted firms. There is evidence that firms targeted by individual activists do see an improvement in return on capital and other profitability measures, relative to their peer groups, whereas firms targeted by hedge fund activists don’t see a similar jump in profitability measures.
2. Capital Structure: On financial leverage, there is a moderate increase of about 10% in debt ratios at firms that are targeted by activist hedge funds but the increase is not dramatics or statistically significant. There are dramatic increases in financial leverage at a small subset of firms that are targets of activism, but the conventional wisdom that activist investors go overboard in their use of debt is not borne out in the overall sample. One study does note a troubling phenomenon, at least for bond holders in targeted firms, with bond prices dropping about 3-5% in the years after firms are targeted by activists, with a higher likelihood of bond rating downgrades.
3. Dividend policy: The firms that are targeted by activists generally increase their dividends and return more cash to stockholders, with the cash returned as a percentage of earnings increasing by about 10% to 20%.
4. Corporate governance: The biggest effect is on corporate governance. The likelihood of CEO turnover jumps at firms that have been targeted by activists, increasing 5.5% over the year prior to the activism. In addition, CEO compensation decreases in the targeted firms in the years after the activism, with pay tied more closely to performance.

Do private equity investors make high returns?

The overall evidence on whether activist investors make money is mixed and varies depending upon which group of activist investors are studied and how returns are measured.

• Activist mutual funds seem to have had the lowest payoff to their activism, with little change accruing to the corporate governance, performance or stock prices of targeted firms. Markets seem to recognize this, with studies that have examined proxy fights finding that there is little or no stock price reaction to proxy proposals by activist institutional investors.  Activist hedge funds, on the other hand, seem to earn substantial excess returns, ranging from 7-8% on an annualized basis at the low end to 20% or more at the high end. Individual activists seem to fall somewhere in the middle, earning higher returns than institutions but lower returns than hedge funds.
• While the average excess returns earned by hedge funds and individual activists is positive, there is substantial volatility  in these returns and the magnitude of the excess return is sensitive to the benchmark used and the risk adjustment process. Put in less abstract terms, activist investors frequently suffer setbacks in their campaigns and the payoff is neither guaranteed nor predictable.
• Targeting the right firms, acquiring stock in these companies, demanding board representation and conducting proxy contests are all expensive and the returns made across the targered firms have to exceed the costs of activism. While none of the studies that we have reference hitherto factored these costs, one study that did concluded that the cost of an activist campaign at an average firm was $10.71 million and that the net return to activist investing, if these costs are considered, shrink towards zero. 
• The average returns across activist investors obscures a key component, which is that the distribution is skewed with the most positive returns being delivered by the activist investors in the top quartile; the median activist investor may very well just break even, especially after accounting for the cost of activism.

Here is an indisputable fact. If you are a stockholder in a publicly traded company, the entry of a private equity investor into your stockholder ranks is good news, since stock prices go up substantially:

Is private equity good or bad for the markets? How about for the economy? And for society?
For some of you, this entire post may be missing the point of the criticism, which is that private equity investors are job killers, not job creators. To me, that criticism is misplaced, because you cannot measure the success of a business by the jobs it creates or saves, but by the value it creates for its stockholders, by making money, and for its customers, by providing a needed product or service to customers. In the process, if it is successful, it will hire people and create jobs.
In fact, today's New York Times carries a story about one of the companies targeted by Bain in its Romney days, where 150 people lost their jobs, and it specifies that the company primary products was photo albums. Thus, while it is easy to blame Bain for the layoffs, the real reasons lay in a shifting market, where digital photography and computerized albums were replacing conventional photographs. The story's bigger point is that the people in the town have moved on, found other businesses to work for and are frankly surprised by the attention.
Since the critics are using fictional characters to beat up private equity investing, I will use one of my favorite fictional characters, from a great movie, "Other People's Money", to counter:


If private equity investors are primarily interested in slimming down companies and creating value for stockholders, do they create value for society? I believe that they do, and for two reasons. First, they are the battering rams that we use as passive investors to initiate and create change at public companies, and especially at companies that need to change. Second, even when private equity investors target companies, force them to divest assets, slim down and pay out the cash to stockholders, the cash does not disappear into thin air. The stockholders who receive the cash use it to pay for products and services (which creates jobs) and to invest in other companies with better growth prospects (which in turn hire more people).
In fact, my response to those who have a problem with private equity would be to ask the following question: Which aspect of private equity investing do you want to ban? Assuming that it is not equity investing collectively, it has to be either the activism or the "taking private" components. And what would that accomplish? Banning these practices would leave incumbent managers ensconced at publicly traded companies, unchallenged and unwilling to make changes, and the only jobs saved will be theirs.

Bottom line: If you don't like Mitt Romney, don't vote for him. Find a good reason, though! The fact that he worked at a private equity firm, and was good at his job, should not be that reason. In fact, since the US government looks more and more like a badly managed enterprise in need a major restructuring, a "good private equity investor" in charge may be just what the doctor ordered.