Apollo or no? Pa. state pension system tries to manage dissent

The $30 billion Pennsylvania State Employees' Retirement System has been investing some of the people’s money with Apollo Global Management since 1996. That was six years after Apollo founders Leon Black, Josh Harris, and Marc Rowan left the failed former investment bank Drexel Burnham Lambert and started the firm.

Apollo has done well for its founders. Black, Harris, and Rowan are billionaires, and Harris is famous locally as lead owner of the 76ers.

Pennsylvania’s profit has been more modest. The state invested $210 million with Apollo from 1996 to 2001, and since 2001 has received back its investment plus $165 million in net profits through 2017, according to SERS' last annual report.

Over that 2001-17 period, that’s a return of less than 4 percent a year. You could say it’s more, since the profits started coming back years ago. But SERS doesn’t post a collected-returns rate estimate that makes it easy to compare results for these private investments in its annual reports to the state legislature.

How much has Apollo collected from Pennsylvania? That’s harder to track. In 2007, for example, SERS paid Apollo fees of around $2 million, according to that year’s report. For 2017, no fees to Apollo were reported.

But a lot of what Apollo has collected by investing SERS money hasn’t been publicly reported. Besides direct fees, Apollo has kept a percentage of the profits it earned on Pennsylvania’s money — called shared profits or carried interest. How much? SERS won’t say, though state elected officials, including Treasurer Joseph Torsella, say it should start releasing those figures.

In October -- according to a summary of board minutes that was released only this month, because it took two meetings for trustees to approve them -- the SERS board approved another Apollo investment, a commitment of up to $100 million for a new investment fund, Apollo Hybrid Value Fund L.P.

It wasn’t unanimous. Six trustees voted yes. Four voted no. One self-recused and didn’t vote.

A simple majority of those voting is required to approve these big investments, SERS spokesperson Pamela Hile confirmed. So Apollo got its $100 million by a narrow margin.

The board has been divided several times this year, including an important April vote on buying more private investments instead of plain-vanilla stocks and bonds (three said no). There have been several more since then on exotic private funds like Apollo Hybrid. Treasurer Torsella is often in the opposition, sometimes joined by Banking Secretary Robin Wiessmann, a fellow Democrat. Against Apollo Hybrid, Torsella was joined by three Republicans.

Those divisions are a departure, says Nicholas Maiale, the Philadelphia lawyer, lobbyist, and former state rep who chaired the SERS trustees under four governors from 1995 to 2014. On his watch, as SERS plunged heavily into hedge funds and other “alternative” investments, “maybe a handful were tough votes,” with more than one opposed, as Maiale recalls. “We would explain. There was regular communication between staff and board members.”

He says he’s surprised by how SERS meetings since his departure often spill into a second day of meetings for the board, which is unpaid but is offered free meals and travel, including to investment industry gatherings. Maiale attributes some of the dissent to “grandstanding” by board members who want to be seen as defending the public purse.

After voting to hire Apollo Hybrid Value, SERS issued a brief statement noting the fund will “focus on private equity/credit investments. This investment furthers the strategic initiative of concentrating commitments to top-tier private credit managers.”

I called the five who declined to vote for Apollo to explain their actions. At first I didn’t learn much. Torsella is on record opposing private investments, while the Public Pension Management and Asset Investment Review Commission, where he’s vice chairman, has been reviewing SERS’s fee practices.

Glenn Becker is a former SERS board chairman under Gov. Tom Corbett who is inaccurately listed on SERS' website as head of Swarthmore Group, a Philadelphia investment management firm (the firm says Becker has retired). Becker didn’t return calls to his homes in Gwynedd Valley or in Hobe Sound, Fla. Also not explaining was Terry Reese, president of a Greensburg door-making company, also appointed by Gov. Corbett.

Stephen Aichele, Corbett’s former chief of staff and a partner at Philadelphia law firm Saul Ewing, told me he couldn’t say why he had voted no: “I don’t remember the specific reason. I voted as I thought appropriate.”

Wiessmann, secretary of banking and securities under current Democratic Gov. Wolf, often votes with Torsella. But she says her recusal from the Apollo vote was due to her absence from the voting session and her deputy’s conflict of interest because he is a state securities regulator.

Another Democrat who voted with Torsella and Becker (a GOP appointee) against the investment strategy back in April -- to “reduce fees,” his office told me -- turned around and split with Torsella and Becker and voted in favor of Apollo Hybrid.

That’s State Rep. Dan Frankel (D., Allegheny). He called Apollo Hybrid a “strong proposal,” and suggested it would cost SERS less than previous investments, though his brief email didn’t explain how (he noted Apollo would only keep “carried interest” when profits topped 8 percent, but as I understand it, that’s a common threshold in the industry).

After I made my inquiries, I received a copy of a note made by one of those in attendance during the Apollo Hybrid deliberations, on condition that I not identify the source. It reads: “This is a terrible investment! It combines a strategy that was 4th quartile [lowest 25 percent] in the last 2 funds, with a special-situations [troubled-company investments] strategy that was ‘proven’ with $300 million invested over 2 years,” clearly a small sample for a fund that is supposed to raise a total of $3 billion.

Why don’t these stewards of the people’s money have more to say to the people about their contested decisions?

Well, also in October, SERS adopted a “board communications policy” that among other points admonishes trustees to “speak on behalf of the board only when explicitly authorized to do so” by board leadership.

The trustees may publicly “indicate that they disagree” personally with board decisions. But they must also tell top SERS staff “if a personal position, opinion, or analysis was publicly communicated, such that it could receive media coverage.” And they must also give SERS copies of any SERS materials that a board member gives outsiders “to ensure the accuracy.” Which apparently matters less when the public doesn’t see these materials.

I have run this policy by colleagues who say they don’t remember a similar policy being imposed on other state boards. It may be a sign of current weakness: SERS management and leadership have found that they can’t keep the troops in line and need to set more ground rules.

Or maybe the divisions on the SERS board are what investment decision-making starts to look like in a democracy. If so, let’s hope that somehow translates to better pension investments returns.