Michael Woolhouse

So those two things are inherent in any of the deals that we do in this marketplace.

And that conflict, if you will, is really important to be open about and to manage.

So if you're a limited partner in their fund, there tend to be two really important questions that they have.

The first is in one of these deals, who is the lead investor and are they credible in providing the offer that's in front of them?

Because they have the opportunity to waive the conflict.

And then secondly, they have to find it attractive.

Otherwise, they won't sell into it.

So that's the first thing.

Second thing is not every LP necessarily will think I want to sell, notwithstanding the offer is usually for 100% of all the LP's positions.

There needs to be an opportunity, this is the second thing to address this conflict, is there needs to be an opportunity for the existing investors to roll

into the continuation vehicle, not to sell, not to have their hold period, call it truncated, but they can continue along for the next four to five years, just the same way that the sponsor sees the upside, the new CB investors see upside, sometimes the limited partners see and believe in that upside and they want the option to participate in it.

So what's critically important is that that conflict is managed appropriately, needs to be done with great care.

Really it comes down to having a proper process,

and it comes down to transparently sharing information.

So in this instance, the limited partners see the same information that buyers do so that they can make an informed decision.

The sponsors know them, the LPs know them, they created them and are widely adopted and guide how the market operates.

So the conflicts are real.

But in my experience over the last several years, I can only think of one or two situations where the LPs, for whatever reason, decided to reject an opportunity.

99 point whatever percent of them go through because this market operates in a proper way.

The advisors in this marketplace who really see and are close to the data would peg that somewhere around 15 to 20%.