PE Bonds
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What are PE Bonds?

PE Bonds are asset-backed securities, or bonds, backed by cash flows from private equity funds (“PE funds”).

Like any other bond, an investor owns a debt instrument. An investor pays a principal amount at the start of the investment and typically receive semi-annual interests until maturity, when the principal is repaid.

However, PE Bonds are unique in several ways, especially in the asset base from which cash is generated to service the bond obligations and how the cash is distributed.

Asset Base and Structure

Constructing the asset base

A PE Bond issuer must first put together a portfolio of PE funds that will form the asset base to back the bonds issued. PE funds collect cash from their investments in companies, as they monetise or divest their companies. An ideal PE Bonds asset base must be able to:

  • Generate cash at a sufficiently high level to cover the bond obligations (interests and principal repayments) and,
  • Sustain the cash generation over the life of the bonds

As such, the two most important criteria in constructing the ideal asset base for a PE Bond issuance are:

  • Diversity across vintages, region, GPs and funds to minimize the impact of losses incurred in any one investment
  • Issuer’s ability to access quality and reputable PE fund managers

pe bond diagram

The cash collected from this completed asset portfolio can only be used to service the structure of the asset-backed securities; it cannot be used for any other purposes.

Paying out cash through a pre-defined priority of payments

What the bond issuer does with the cash collected from its underlying assets is strictly dictated by a pre-defined set of rules called the priority of payments. This is commonly known as the ‘waterfall’, describing the way cash flows from the highest priority to the lowest priority. The diagram below illustrates how a typical waterfall may work:

pe bond diagram

Structuring the PE Bonds

A key feature of asset-backed securities is tranching – different tranches of fixed-income securities can be issued out of the same asset base. PE Bonds are no different. It is up to the bond issuer how many tranches of bonds to issue and the features to structure for each tranche of bond. In general, senior bonds enjoy greater credit protection than junior bonds.

pe bond diagram

Asset-backed securities also often boast structural safeguards. These investor-friendly features are built into the structure to ultimately protect against loss and improve liquidity. Here are a few examples of the structural safeguards present in Astrea PE Bonds:

  • Maximum Loan-to-Value Ratio – A pre-determined debt level limit, beyond which a mechanism would be triggered to lower the debt level
  • Liquidity Facility – A bank facility which the bond issuer can draw down from to pay senior payments and expenses, and interest payments of the bonds, in case of cash shortfall
  • Reserves – A mechanism to regularly set aside cash, to build up to the amount required to repay the principal of certain tranches of Bonds at a pre-determined target date
Benefits of the PE Bond

The PE bond structure allows exposure to private equity, by reducing the traditional hurdles that investors face when trying to access this asset class:

Allows for smaller minimum investment sums

Private equity investments typically require large amounts of initial capital outlay. PE bonds require much smaller initial capital outlays

Shorter holding periods

Private equity investments typically have long holding periods of about 10 years. PE bonds have much shorter terms of 3 to 5 years

No J-curve

PE investors must be comfortable with the J-curve effect, which exposes them to negative cash flows in the initial years. PE Bonds behave like normal bonds and do not experience the J-curve effect

Access to fund managers

It is typically difficult to gain access to reputable fund managers. Astrea’s PE bonds are backed by portfolios of PE funds managed by reputable fund managers

Liquidity

Buying and selling PE interests take several months and require brokers to be involved. PE Bonds are listed, allowing trading of the investments to be done easily

 

For more information on private equity and the traditional barriers to entry of this asset class, please refer to our primer on private equity.

For more information on the Astrea IV PE bond, please click here.

 

The information regarding private equity bonds has been derived from general information which is publicly available as well as generic structural information from previous issues of Astrea private equity bonds which is also publicly available. The information is included for information purposes only and has not been independently verified by Azalea and its affiliates and should not be regarded as an indication of the future performance or results of the fund investments, or private equity bonds or the private equity industry generally.