EnCap: But it’s not fair [valuation’s fault this time, probably]!

EnCap portfolio company Southland Royalty files for bankruptcy; more takeaways last week’s forum; OCIE advise on best practices for mitigating cyber-risk.

On marking-to-market: The Financial Times’s Alphaville column calls into question the value of PE “mark-to-market” valuations, pointing to EnCap portfolio company Southland Royalty, an oil and gas operator, which has now filed for bankruptcy, having been valued at close to cost only a quarter ago. Says the FT: “Suddenly, those smooth returns from investments untethered from the realities of price discovery don’t feel as solid as they might have done before.”

The article states that perhaps the reason why the investment was written from almost equal to its investment value to zero in one quarter is because “as some private equity critics have ventured, it’s that markings in private assets are more mark-to-myth than mark-to-model.”

First, not to be picayune, but for clarity: mark-to-model is different than mark-to-market, otherwise known as ‘fair value’. Mark-to-market was imposed across investment types after the great financial crisis because mark-to-model was thought to be easy to futz with and subjective – it is based entirely on internal considerations. Think of the liquidity and default assumptions that allowed securitizations of subprime mortgages to retain high credit ratings right up to the mortgage market meltdown in 2008.

But more importantly: it is true that ever since FAS 157 was implemented by the Financial Accounting Standards Board after the crisis (requiring private funds to ‘fair value’ investments on a quarterly basis), there has been no shortage of skepticism as to its appropriateness for certain investments.

Critiques usually center on the following (the first being, I assume, the argument the FT article is making):

  1. Level three security (like private equity) fair valuations are, in the view of some, just as bad as mark-to-model – they involved non-observable inputs and for illiquid assets there are, by definition, no (or thin) markets to mark to.
  2. Quarterly pricing isn’t appropriate to long term investments, especially ones where the investment thesis revolves around the (risky) development or restructuring of a nascent or poorly run business into something stable and profit-generating, often years down the line.
  3. Mark-to market-can be volatile. Like in Southland’s case!

Oil and gas prices fell precipitously in the third quarter, when energy companies saw some major earnings disappointments. Among them: Royal Dutch Shell (down 15% net profit third quarter), Chevron (36% drop) and BP (41% down). Chesapeake Energy has had some 81% knocked off its share price from the same time last year, in large part from oil and gas prices. For a more recent example, Shell issued a profit warning in December that caused its share price to drop from nearly $62 in early January to $56.78 at the time I’m writing this.

EnCap chalks up the very sudden loss of value in Southland to – surprise! – the oil and gas price dip.

At least on the face of it (and I could be wrong here, of course), this seems less like a ‘fair value is a myth’ thing than a combination of indebtedness (Southland reportedly owes some $540 million to its lenders) and tanking oil and gas prices. That can be a killer one-two punch, even within a single quarter.

Even if Southland was overvalued in the third quarter of 2019 (and I am not saying that it was), that combo probably wiped out Southland’s cash flow, (as well as the value of its proven reserves, or the oil and gas it expected to extract and sell), creating a liquidity crisis.

If anything, mark-to-market appears to have been fatally accurate in this case.

More from the Forum: Philippa Kent has five takeaways from a plenary session from day two of the Forum, in which four panelists addressed some of the top issues facing CFOs and COOs in 2020. Top of the list: it turns out (says one PE CFO) that LPs like subscription credit lines. (The myriad ways in which these are used and structured at the fund level is something I want to know more about. If you’re amenable to chat about it anonymously, please do get in touch). My guess is some LPs either: like the IRR boost these facilities give them; or perhaps like only having their capital called at regular, predictable intervals rather than whenever an investment is about to be made.

Another takeaway: The Securities and Exchange Commission’s expectations as to how firms deal with cyber-risk evolves at a pace similar to (though with a time delay, obviously) the evolution of the threats themselves.

Which brings us to: This article from sister title Regulatory Compliance Watch‘s Carl Ayers on the SEC’s Office of Compliance and Inspections and Examinations report on cyber-risk best practices. The report is a follow-on from its 2015 report (so in this instance, a five-year time delay), and is comprised of the same six categories (governance, access rights, data loss prevention, incident response, vendor management and training), plus a new one: mobile security.

Email prepared by Graham Bippart