Независимые спонсоры без фондов превзошли традиционные Private Equity по доходности

The term "fundless sponsor" has long had a hint of failure about it, the sense that a sponsor is without a fund because they were unable to raise one. Today, not only are these sponsors outperforming the market—at least according to one recent study—but favorable regulation, less competition and a widening pool of interested backers are making going "fundless" look like the better option for many. Independent sponsors, as they are increasingly known, buy companies without a committed fund. They agree to a deal first, then raise the equity one transaction at a time. Those deals generated a median equity IRR of 23.8%, compared with 18.5% for comparable investments made by US buyouts, according to a June study by the Institute for Private Capital at the University of North Carolina's Kenan-Flagler Business School, conducted alongside private equity trade association the Small Business Investor Alliance and the Independent Sponsor Forum, a membership community for independent sponsors launched in partnership with the SBIA. The median deal in the 846-transaction sample, spanning investments made between 2002 and 2022, returned 2.1x, net of sponsor economics but before investor-level fees. Loss incidence—23.5%, versus 21.6% for the benchmark—was statistically indistinguishable. The data is self-reported, and the authors caution that they cannot fully rule out selection bias. The findings land as private equity's exit drought leaves nearly 13,500 unsold US companies sitting in buyout portfolios, according to PitchBook data. Both talent and capital are being nudged toward the deal-by-deal model as the distribution slowdown hits dealmakers where they live. "Their bonus comp is decreasing," said Stephanie McAlaine, executive director of the ISF. "And as you see more continuation vehicles, that kind of payday is getting pushed out further." Spinout firms hoping to raise a first blind-pool fund face a slog: "It's taking upwards of two years," said Scott Reed, co-head of private equity at HighVista Strategies, one of a growing number of general partners that backs deals by independent sponsors. Institutional money is organizing fast around the opportunity. There are at least five funds currently in market dedicated to backing independent sponsors, "which is kind of insane," McAlaine said. The appeal of backing independent sponsors has started to make more sense for limited partners, too. The traditional co-investment market has become crowded, making it harder for LPs to get the desired amount of fee-free exposure to the best direct investments. Traditional co-investment has become crowded, Reed said, while independent sponsor deals can offer larger allocations to single assets. "Even funded GPs are raising single-deal vehicles between flagship funds for a variety of reasons, and they're looking for investors outside their traditional LP base," said Grant and Michael Kornman, co-lead partners at Align Collaborate, which in June closed its second fund dedicated to backing independent sponsors at its $375 million hard cap. Others argue that independent sponsor deals produce better alignment between LPs and fund managers. Sponsors are typically paid monitoring fees by the portfolio companies, rather than the LP paying a management fee on committed capital, said Kelly Barofsky, a managing director at GEM, a backer of independent sponsors that spun out of the Duke University endowment. Deals are often structured with tiered carried interest, which entitles the manager to a higher share of profits as the deal performs better. Some LPs see this as a structure that rewards outperformance and discourages the temptation to leech management fees. "No one's doing it for an 8% return," said Barofsky. Washington has boosted the flow of investor capital into the independent-sponsor market almost unnoticed. Small business investment companies, which lend a mix of private capital and government-backed leverage, have become an increasingly important capital source for independent sponsors. The Investing in All of America Act, signed May 19, lifted the leverage cap on SBICs to $250 million from $175 million, "a lot of which will go into independent sponsor deals," said Brett Palmer, president of the SBIA. The law also creates bonus leverage for rural, low-income, manufacturing and critical-technology investments, excluding qualifying deals from the cap, up to a limit. Some SBIC funds now do more than 80% of their transactions with independent sponsors, Palmer said. Deals done by independent sponsors tend to be small. Roughly 70% of those in the study conducted by UNC and the SBIA carried enterprise values of $10 million to $50 million, with only 2.4% topping $150 million. And the returns carry venture-like dispersion. About 5% of deals were wiped out, while a quarter returned more than 4x. "You've got to know the jockey, you've got to know the horse, and know the track," McAlaine of the ISF said. But a sea change seems to be underway in how the market views independent sponsors. Increasingly, deal-by-deal is the destination, not the bridge to a first fund. About 70% of sponsors tracked by the ISF never intend to raise a fund, McAlaine said, "a complete shift" from a decade ago. The shift ultimately reflects what many sponsors actually want to spend their time doing: buying and building companies. "Fundraising is not a particularly fun experience for fund managers," Palmer said. "Their passion is in the actual growing of the business."