EFTA01392571.pdf

GLOUSI 28 Patrick Gerschel GP-led transactions can present an attractive risk-reward profile Glendower Capital has been active since 2007 in this space GP-Led transactions have significantly evolved over the last 5 years - Deals in the early days were often associated with (quasi) zombie GPs and were not always crafted in the best interest of existing LPs - Today, quality managers are proactively providing liquidity options to their LPs, often with an advisor retained to validate the process GP-led opportunities can present a number of advantages over a traditional acquisition of a LP interest - An accretive and complementary strategy to the mainstream secondary dealflow - Glendower has developed an extensive track records over 15 transactions with gross c.1.6x MOIC / 22% Gross IRR2 - In-depth due diligence on GPs and their teams - In-depth due diligence on concentrated portfolios, including onsite meetings with underlying companies' management teams - Bespoke design of a new fund and its terms to provide full re-alignment of interests between the GP and Glendower: Budgeted fees, significant GP co-investment, and ratcheted carried interest structure - Incentivisation / protection of specific individuals within the GP that are key to generate value in the existing portfolio Negative governance rights, including veto rights on add-on investments, recapitalizations, etc. - Limited to no use of leverage / deferred structures - underwriting returns based on attractive entry price and portfolio value creation ;) As ct Sept...eat-a, 3 2017. Performance figures have been oricuWed based on II.* snaudited performance results and should ba read and revierved in sortpaiotron vAh the -important Infcgrnatr.in' and 'Wiles to tee Investment Performance' sections of this presentation, I he 'Notes to Investment Performance section in particular includes. among other things. a description of the terms used in the tables above and sets forth irnrx>rtard.guidelir-as and limeaborsasto the performanoe described abase Past performance mg a is:edict-tun of the filtrol port nacre. (2 Please refer to the overall transaction summaries for SOF, SOF O, SOF II and SOF III on pages 43. 45 and 47. Glendower STRICTLY CONFIDENTIAL 25 Capital CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0097818 CONFIDENTIAL SDNY_GM_00244002 EFTA01392571