Download CalPERS Placement Agent Disclosure Form

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CalPERS Placement Agent Disclosure Form
This form facilitates the disclosures and contractual obligations required pursuant to the
CalPERS Statement of Policy for the Disclosure of Placement Agent Fees (“Policy”).
Please see the Policy and the Glossary of the Policy.
Name of Investment Transaction/Investment Management Contract with CalPERS:
Wayzata Opportunities Fund LLC (sometimes referred to herein as the “Fund”).
Name of CalPERS Contact (if applicable): Tom Baker
This is for a Prospective/New investment or
Amendment to an existing investment
Contact Person: Timothy J. Scallen
Company Name: Street Address (No. P.O. Box): City: Wayzata Investment Partners LLC
(“WIP”) 701 East Lake Street, Suite 300, Wayzata
State/Province: MN
Country: USA
Postal Code: 55391
E-mail Address: Phone No: [email protected]; 952-345-0746
Fax No: 952-345-8901
Have you, your firm or your firm’s principals, employees, agents, or affiliates compensated
or agreed to compensate, directly or indirectly, any person (whether or not employed by
you) or any entity to act as a Placement Agent in connection with the Investment or the
Contract by CalPERS? (Policy § IV.A.1.a.)
Yes.
No.
For Disclosures Required by a Substantive Amendment to an Existing Investment or
Contract: Will the substantive amendment benefit a Placement Agent in any manner?
(Policy § III.)
Yes.
No.
If you checked Yes for one or both of the above questions, please continue
completing the rest of the form and provide your signature at the end of the Form.
If you checked No for both questions, please skip the rest of the Form and provide
your signature at the end of the Form.
Please list the names for each officer, partner, or principal of the Placement Agent (and
any employee providing similar services), in connection with the investment by CalPERS,
and attach a resume for each of them detailing each person’s (i) education, (ii)
professional designations, (iii) regulatory licenses and (iv) investment and work
experience. Please check the box if any person listed is a current or former CalPERS
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Board member, employee, or Consultant, or a member of the immediately family of any
such person.* (Policy § IV.A.1.b.)
Please see the attached Appendix A supplied by Park Hill Group LLC (“Park Hill”). To
confirm, based exclusively on information from Park Hill, none of the people listed on
Appendix A are current of former CalPERS Board members, employees, consultants, or
members of the immediate family of any such person.
* Explain below the relationship for any individual where the box is checked.
(Policy §IV.A.1.b.)
Not Applicable
Please attach a copy of any and all agreements between you and the Placement
Agent and check the box to confirm that the agreements have been attached.
(Policy §IV.A.1.e.)
WIP, Park Hill and The Blackstone Group L.P. entered into a Placement Agreement dated
as of June 8, 2005; however, the terms of such Placement Agreement are confidential and
as such the Placement Agreement has not been included. The relevant fee terms and
description of services to be provided have been detailed below.
Provide a description of any and all compensation of any kind provided or agreed to be
provided to a Placement Agent, including the nature, timing and value thereof:
(Policy §IV.A.1.c.)
Overview of Fee:
As compensation for the services to be provided by Park Hill hereunder, WIP caused the
Fund to pay, directly or indirectly, a cash fee (the “Fee”) to Park Hill according to the
following formula:
(i)
1% of the total Investor commitments if the aggregate principal amount of
securities issued (measured by the commitment relating thereto) is $549 million
or less.
(ii)
1.25% of the total Investor commitments if the aggregate principal amount of
securities issued (measured by the commitment relating thereto) is between
$549.1 million and $599 million.
(iii)
1.50% of the total Investor commitments if the aggregate principal amount of
securities issued (measured by the commitment relating thereto) is between
$599.1 million and $799 million.
(iv)
1.75% of the total Investor commitments if the aggregate principal amount of
securities issued (measured by the commitment relating thereto) is between
$799.1 million and $899 million.
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(v)
2.0% of the total Investor commitments if the aggregate principal amount of
securities issued (measured by the commitment relating thereto) is over $899.1
million.
Under the terms of the Fund documents, the fees paid to Park Hill were offset against
management fees payable by the Fund to WIP in its capacity as the manager of the Fund.
After giving effect to the total commitments to the Fund, Park Hill received a fee equal to
one and seventy-seven percent (1.77%) of capital commitments made by CalPERS and
other investors like CalPERS.
Park Hill had no obligation to purchase any of the membership interests or to provide
financing of any kind to the Fund or WIP.
No Fee was payable to Park Hill with respect to any securities purchased by WIP or its
affiliates for its or their own accounts.
The Fund bore the respective legal, accounting, printing and other expenses in connection
with the offering of the membership interests of the Fund. Park Hill was not responsible for
any fees or commissions payable to financial or other advisors, other than the sub-agents
retained by Park Hill. If an Investor failed to (i) honor and pay in full its initial capital call or
(ii) honor and pay in full any subsequent capital call of the Fund, then WIP and the Fund
were relieved of any obligation to pay Park Hill or be reimbursed by Park Hill for a pro rata
portion of the Fee plus any accrued interest thereon with respect to such Investor.
Overview of Expenses:
Park Hill did not require a retainer to commence the assignment. For any reasonable
expenses that were payable to Park Hill under this agreement, WIP agreed to reimburse
Park Hill, within 31 days of Park Hill's monthly submittal for its out-of-pocket expenses
incurred in connection with the services rendered by Park Hill under the agreement,
including without limitation travel and lodging, data, word processing, graphics and
communication charges, research costs, courier services, and also including fees and
expenses of any legal counsel retained by Blackstone and/or Park Hill Group in an amount
for such legal fees and expenses not to exceed $5,000.
Describe the services to be performed by the Placement Agent, including whether the
Placement Agent is utilized by you for all prospective clients or only a subset of your
prospective clients. (Policy §IV.A.1.d.)
The Placement Agent was required to use reasonable best efforts to render customary
placement agent services, including but not limited to assisting WIP as follows:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
input and advice as to the revision of descriptive offering materials;
identification of prospective global investors in the Fund;
consultation as to strategy and tactics for initiating discussions and negotiations with
prospective investors as well as to general market conditions;
arranging presentation meetings between prospective investors who have received
offering materials and representatives of the Company;
monitoring and forwarding to the Company any requests for additional information
by prospective investors and assisting with the fulfillment of due diligence requests;
such other services in connection with the sale of Securities as may be agreed upon
from time to time by Park Hill and the Company; and,
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(vii)
advising and assisting the Fund in negotiations with certain prospective Investors.
The Placement Agent was utilized by WIP for all prospective clients.
Please list the names of any current or former CalPERS Board members, employees, or
Consultants who suggested the use of the Placement Agent(s) noted above.
(Policy §IV.A.1.f.)
No current or former CalPERS Board members, employees, or Consultants suggested the
use of Park Hill to WIP
Yes
Please check the box indicating whether the Placement Agent is registered with
the SEC or FINRA and provide the details of such registration below. Please note exactly
what entities or principals are registered. (Policy §IV.A.1.g.)
Park Hill Group LLC (CRD # 135898) is registered as a broker dealer with the SEC and
regulated by FINRA.
Please check the box indicating whether the Placement Agent or any of its affiliates is
registered as a lobbyist with any state or federal government. If so, provide the names of
those registered along with the jurisdiction in which they are registered.
(Policy §IV.A.1.h.)
Based exclusively on information from Park Hill, neither Park Hill nor any of its affiliates is
registered as a lobbyist with any state or federal government.
By executing this form the undersigned represents and warrants that the information set
forth herein is true and correct. *Until there is a final written agreement between the
undersigned and CalPERS or discussions regarding a prospective agreement have
terminated, the undersigned agrees to update this information within 14 days of any
changes.
The undersigned agrees that it shall make a representation and warranty as to the
continuing accuracy of this information in any final written agreement between it and
CalPERS. The undersigned also agrees that any final written agreement between the
undersigned and CalPERS and any amendment to the final written agreement will contain
the provisions set forth in IV.B.4 and IV.B.5 of the Policy. (Policy § IV.A.2.)
The execution and delivery of this form has been authorized by all necessary action by the
undersigned.
Wayzata Investment Partners LLC
Timothy J. Scallen___________
Name: Timothy J. Scallen
Title: General Counsel
Date: 8-17-09
*Provided that to the extent information pertains to Park Hill, the undersigned has relied
exclusively on information submitted by Park Hill.
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APPENDIX A
Name
Title
Regulatory
Licenses
Series 7
Series 24
Series 63
Series 39
Daniel J.
Prendergast, CFA
Managing Principal
and Chief Executive
Officer
Donna A. Toth,
CPA
Managing Principal
and Chief Financial
Officer
Series 28
Brian D. Levine
Managing Principal
Series 7
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Biography
Mr. Prendergast founded Park Hill Group with
over eighteen years experience in the alternative
asset and investment space. Prior to Park Hill,
Mr. Prendergast held senior origination and
distribution positions at Atlantic-Pacific
Capital, Donaldson, Lufkin & Jenrette, and
Merrill Lynch. Mr. Prendergast began his
career as a CPA with PriceWaterHouse. He
received a B.S. in Economics from the Wharton
School at the University of Pennsylvania and an
M.B.A. from the McCombs School of Business
at the University of Texas. He is a CFA
charter holder.
Donna A. Toth is a Managing Principal and
Chief Financial Officer of Park Hill Group and
Park Hill Real Estate Group. Since joining, Ms.
Toth has been responsible for the financial
reporting, operations and administration of both
Park Hill Group and Park Hill Real Estate
Group. Before joining Park Hill, Ms. Toth
oversaw all financial and administrative
functions as the Chief Financial Officer of
Atlantic-Pacific Capital. Previously, Ms. Toth
was the Controller and Director of Financial
Reporting at Ziff Brothers Investments. Ms.
Toth began her career at
PriceWaterhouseCoopers. Ms. Toth received a
BS in Business Administration from the
University of Connecticut and is a Certified
Public Accountant.
Mr. Levine, Managing Principal, is an original
founder of Park Hill. He is the head of Park
Hill's private equity origination and project
management team. Prior to Park Hill, Mr.
Levine led the origination and project
management functions at Atlantic-Pacific
Capital. Previously, he was with the Private
Fund Group at Donaldson, Lufkin & Jenrette.
Mr. Levine began his career as an accountant
and management consultant at Ernst & Young
L.L.P. He received a BS in Economics from
the Wharton School at the University of
Thomas H.
Roberts
Managing Principal
Series 7
Series 24
Series 63
Lawrence A. Thuet Managing Principal
Series 7
Series 24
Series 63
Sean J. Keene
Managing Principal
Series 7
Series 24
Series 63
Joshua Rovine
Chief Compliance
Officer
Series 7
Series 24
Series 63
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Pennsylvania.
Mr. Roberts, Managing Principal, is an original
founder of Park Hill and he is responsible for
Park Hill's private equity and hedge fund
distribution. Prior to Park Hill, Mr. Roberts
was a Principal with Atlantic-Pacific Capital
where he headed up the Dallas office for South
and Southeast distribution. Previously, Mr.
Roberts was a Managing Director of Private
Equity at Morgan Keegan & Company, Inc.
where he was responsible for origination,
distribution and investments within proprietary
private equity funds. Prior to joining Morgan
Keegan, Mr. Roberts spent eleven years in
investment banking and merchant banking at
Donaldson, Lufkin & Jenrette. He received a
BS from Southern Methodist University, where
he was a Herkimer Scholar, and an MBA from
the University of Dallas.
Mr. Thuet, Managing Principal, is an original
founder of Park Hill and he is responsible for
Park Hill's private equity and hedge fund
distribution. Prior to Park Hill, Mr. Thuet was a
Principal with Atlantic-Pacific Capital.
Previously, he was a Senior Vice President in
the Institutional Management Group of Putnam
Investments where he was responsible for new
business development and client service in the
Midwest. He received a BS in Business
Administration from the University of Colorado
and an MBA from the University of Chicago
Graduate School of Business. He is a member
of the Economic Club of Chicago and a
member of the Board of Regents at the Mercy
Home for Boys and Girls.
Mr. Keene, Managing Principal, is an original
founder of Park Hill and he is responsible for
Park Hill's private equity and hedge fund
distribution. Prior to Park Hill, Mr. Keene was a
Principal with Atlantic-Pacific Capital focused
on West Coast distribution. Previously, he was
a Vice President in the Private Markets Group
of Callan Associates, Inc. He received a BA in
International Relations from the University of
California, Davis.
Mr. Rovine is a Managing Director and the
Chief Compliance Officer of Park Hill Group
and Park Hill Real Estate Group. He is also
responsible for a variety of legal and
compliance matters within the Blackstone
Group. Prior to joining Blackstone, Mr. Rovine
was a partner in Sidley Austin Brown & Wood
Michael Caiati
Managing Principal
(Principal at the time
of investment)
Series 7
Series 63
George Eberle
Managing Principal
(Principal at the time
of investment)
Series 7
Series 9
Series 10
Series 63
Julio Ramirez
Managing Principal
Series 7
Series 63
William Tice
Principal
Series 7
Series 63
Kim Pedersen,
CFA
Managing Principal
Approved
person
under the
FSA
Approved
Persons
Regime
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LLP, where he represented and advised clients
in domestic and international offerings of hedge
funds, commodity pools, and structured
derivative products, as well as related
regulatory matters. Mr. Rovine began his
career at Simpson Thatcher & Bartlett as an
associate in the corporate department. Mr.
Rovine received a BA from the University of
Pennsylvania and a JD from the University of
Michigan Law School.
Mr. Caiati joined Park Hill Group in 2005.
Prior to Park Hill, Mr. Caiati was a Senior
Associate at Gabelli Group Capital Partners,
Inc., where he sourced, analyzed and monitored
private equity investments. Mr. Caiati received
a B.S. in Biology from Hobart College and an
M.B.A. from Columbia University
Mr. Eberle joined Park Hill Group in 2005.
Prior to joining Park Hill, Mr. Eberle was a
Director at Credit Suisse First Boston, heading
Institutional Sales & Trading for the West
Coast. Previously he was with SG Cowen, and
spent ten years with Merrill Lynch. Mr. Eberle
received a B.S. in Business Administration
from Villanova University.
Mr. Ramirez joined Park Hill Group with over
eight years experience in the alternative asset
and investment space. Prior to Park Hill, Julio
was a partner at a boutique placement agency in
Los Angeles. Julio has over 20 years
consulting experience in the public sector
working for various government agencies and
elected officials. He received a B.A. in
International Relations from The University of
Southern California.
Mr. Tice joined Park Hill Group in 2005. Prior
to joining Park Hill, Mr. Tice was a Director at
Cantor Fitzgerald. Previously, Mr. Tice was a
Principal at The Parthenon Group in Boston and
a Vice-President at Donaldson, Lufkin &
Jenrette, in both New York and London. He
received a B.A. in Economics from Middlebury
College and an M.B.A. from the Amos Tuck
(Dartmouth) School of Business.
Mr. Pedersen joined Park Hill Group with over
ten years experience in the alternative asset
space. Prior to Park Hill, Mr. Pedersen was
Partner with Nordea Private Equity, a fund of
funds, where he was responsible for organizing
and structuring new products, and sourcing and
performing due diligence on US private equity
(Control
Function
30)
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funds. Previously he has held senior investment
management positions at Washington State
Investment Board (WSIB), Maristeth Ventures
LLC., and Thomas Capital Group, LLC. Mr.
Pedersen has previously taught private equity
investing at Copenhagen Business School. Mr.
Pedersen received a BS in Finance from
Chapman University in California and an MBA
from University of Washington, Seattle.