Private equity giant Blackstone Group has agreed to pay nearly $39 million to settle charges it failed to fully inform investors about fees it charged fund-owned companies and a legal services arrangement with its primary law firm.
The settlement with the U.S. Securities and Exchange Commission is the second stemming from the agency’s increased authority over the private equity industry. In June, KKR agreed to pay $30 million to resolve charges that it improperly allocated more than $17 million in expenses.
Of the Blackstone settlement, nearly $29 million will be distributed to affected fund investors, the SEC said in an administrative order announced Wednesday.
“Full transparency of fees and conflicts of interest is critical in the private equity industry and we will continue taking action against advisers that do not adequately disclose their fees and expenses, as Blackstone did here,” Andrew J. Ceresney, director of the SEC’s Division of Enforcement, said in a news release.
According to the SEC, Blackstone breached its fiduciary duty to investors by failing to adequately disclose accelerated monitoring fees paid by fund-owned portfolio companies it had sold or taken public.
Blackstone had agreements with the companies allowing it to charge a monitoring fee covering advisory and consulting services, typically for a 10-year period. Upon termination of the agreements as a result of a private sale or IPO, Blackstone was also allowed to “accelerate” the remaining fees, in some cases receiving lump-sum payments.
The accelerated fees to Blackstone effectively reduced the value of the portfolio companies before sale, the SEC said, and, in some cases, the firm “accelerated monitoring fees beyond the period of time during which it held an investment in the company.”
“Blackstone disclosed its ability to collect monitoring fees prior to investors’ commitment of capital but did not disclose its practice of accelerating monitoring fees until after it took the fees,” the SEC alleged.
The agency also said Blackstone had an agreement with its law firm under which it received a discount on legal services that was “substantially greater” than the discount its funds received, but the difference wasn’t disclosed to investors.