Siedle: For Pension Funds, Private Equity Deals Can Come With Baked-In Conflicts of Interest


Over at Forbes, the “pension detective” Ted Siedle has penned an extensive column delving into the contractually-permitted conflicts of interest that can accompany private equity deals.

He hones in on Bruce Rauner and his firm, GTCR, which handled assets for numerous pension funds. Rauner and GTCR encapsulate the secrecy and potential conflicts of interest that pension funds can sign off on when they hand assets over to private equity firms.

Siedle writes of Rauner:

According to a report by Council 31 AFSCME Illinois, a few years ago Rauner’s firm received millions in Pennsylvania state pension assets to invest after a $300,000 campaign contribution to that state’s Democratic governor. In Illinois, a company owned by Rauner paid a member of the Illinois Teachers’ Retirement System Board more than $25,000 a month. His firm was selected to handle TRS pension dollars. The TRS member, Stuart Levine, is now in federal prison for public malfeasance.

It seems Rauner mastered the art of accessing public pension assets to manage, including (according to his firm’s SEC filings) reliance upon placement agents which have proven to be so controversial at public pensions across the country.

In my opinion, before Rauner can be deemed fit to serve as governor of Illinois, an in-depth review of his secret dealings with state pensions is called for– especially since the state’s pensions are in a crisis (which merits investigation) and  4 out of the state’s 7 last governors ended up in prison. The last thing Illinois needs is to compound its pension problems.

If Rauner wins, expect questions about his past and ongoing private equity business dealings to continue to swirl. In my forensic experience, greater scrutiny of opaque investments always reveals weaker investment performance.

Siedle dug through GTCR’s SEC filings. He found that when pension funds signed deals with the firm, they were often also permitting GTCR to engage in a multitude of scenarios that could lead to conflicts of interest for the firm. Siedle writes:

The litany of permissible conflict of interest scenarios (many of which are commonplace throughout private equity) detailed in Bruce Rauner’s firm SEC filings, should be disturbing to any so-called sophisticated investor. Unfortunately, public pensions routinely consent to such potentially harmful conflicts  either because they don’t read, don’t fully comprehend the oblique disclosures, or simply don’t care that politically-connected insiders may be profiting at the expense of stakeholders. For example:

“The Adviser and certain employees and affiliates of the Adviser may invest in and alongside the Funds, either through the General Partners, as direct investors in the Funds or otherwise (emphasis added)…

The Adviser and its related entities may engage in a broad range of activities, including investment activities for their own account (emphasis added)…

The Adviser may, from time to time, establish certain investment vehicles through which employees of the Adviser and their family members, certain business associates, other “friends of the firm” (emphasis added) or other persons may invest alongside one or more of the Funds.

In certain cases, the Adviser may cause a Fund to purchase investments from another Fund, or it may cause a Fund to sell investments to another Fund.”

Translation from legal-speak: Rauner and his associates could invest directly, or create a special “family and friends” fund which could invest, at lower cost in shares of the same companies his firm purchased for funds in which public pensions invest. The associates, or “family and friends” fund, could profit by holding onto those shares, or immediately flip them, selling to the funds in which public pensions invest at a guaranteed, riskless mark-up.

Alternatively, GTCR could sell start-up companies it founded (or the family and friends fund could sell companies it purchased from GTCR) to funds the firm managed for public pensions at inflated prices.

“In addition, the Adviser may, from time to time, fund start-up expenses for a portfolio company and may subsequently sell such portfolio company to a Fund. Such transactions may create conflicts of interest because, by not exposing such buy and sell transactions to market forces, a Fund may not receive the best price otherwise possible, or the Adviser might have an incentive to improve the performance of one Fund by selling underperforming assets to another Fund in order, for example, to earn fees.”

Improve the performance of the friends and family fund by selling the laggards to other GTCR funds in which public pensions invest? Seems possible, based upon the firm’s SEC filings.

Read Siedle’s full column, which contains more analysis and insights, here.

CalPERS and CalSTRS Rake in Big Returns, But Much Work Left To Be Done


The 2013-14 fiscal year ended June 30, which means we’ve entered a new year for public pension funds, at least in fiscal terms. It also means that the latest investment performance data is being released, and that data has some funds smiling.

California is one state that has to be happy with what it sees: big investment returns for both of the state’s major pension funds, CalPERS and CalSTRS. From SWFI:

The California Public Employees’ Retirement System (CalPERS) returned 18.42% for the fiscal year that ended on June 30th. CalPERS defeated its custom benchmark of 17.98% and surpassed last fiscal year’s return of 13.2%. The private equity portfolio of CalPERS generated 19.99% returns, just 3.31% shy of the benchmark. The asset classes of real estate and fixed income beat their respective benchmarks.

And CalSTRS saw similar success, says SWFI:

Looking toward the other Sacramento pension giant, CalSTRS posted 18.66% for the fiscal year that ended on June 30th.

The CalSTRS global equity portfolio posted 24.73% in returns. CalSTRS private equity posted 19.61% in returns.

But just because you can see the light doesn’t mean you’re out of the tunnel. CalPERS still has a lot on its plate. From the Sacramento Bee:

Happy days are hardly here again for the California Public Employees’ Retirement System, or for taxpayers who must make good on government pensions.

“There’s much, much work to be done,” said Ted Eliopoulos, CalPERS’ interim chief investment officer. “We’re ever vigilant; we try not to get too excited in good years or bad years about one-year results.”

Eliopoulos knows better than most that CalPERS remains in a deep hole.

Even with the 18.4 percent return, CalPERS estimates that it is only 76 percent funded, a remnant of overpromises made by the Legislature in 1999 and the finanical crash of 2007 and 2008. CalPERS would need to make 18 percent on top of 18 percent for several years running, and no one should expect that to occur.

CalPERS was also in the news last week when its former chief executive, Fred Buenrostro, pleaded guilty in a sordid federal criminal case in which he admitted to taking bribes of $200,000 in cash, some of it delivered in a shoebox, no less, as detailed by The Sacramento Bee’s Dale Kasler.

The case against Buenrostro and Villalobos is salacious, but it’s also a sideshow. No matter how corrupt they might have been, they would not have affected the giant pension fund in any significant way.

The far bigger problem is CalPERS’ unfunded liability. That will take years to fix.

In fact, although both funds have come a long way since 2008, neither one is out of this mess. From the Sacremento Bee:

On the surface, CalPERS and CalSTRS have recovered from the crippling multibillion-dollar losses they suffered when the housing bubble burst and the stock market crashed in 2008. CalSTRS’ portfolio, for example, has risen to $189.1 billion in market value, well above the pre-crash watermark of roughly $160 billion. Similarly, the CalPERS portfolio has soared 83 percent since bottoming out at $164 billion in 2009, putting it at $299 billion.

Despite the comeback, the funds spent several years after the crash with a much smaller pool of money to invest. That limited the amount of money they could earn. Even as they made gains, they’ve been unable to keep pace with their pension obligations, which have continued to rise as government workers accumulate years of service.

As a result, CalPERS is 76 percent funded. CalSTRS is 67 percent funded. They have more than enough money to pay pension benefits for now and the foreseeable future, but don’t have enough for the long term. Experts say 100 percent funding is ideal, although a funding level as low as 80 percent is acceptable.

To be fair, California isn’t in denial about the funding status of its two largest funds. And it isn’t letting big returns blind them to the issue, either.

Both funds are increasing contributions rates for members and employers, and the state has increased its own 2014 contribution to both funds. The changes will bring in billions more dollars annually to the system.