PRIVATE EQUITY NAVIGATOR Private Equity Analysis from INSEADs Global Private Equity Initiative April 2015 ABOUT US INSEAD GLOBAL PRIVATE EQUITY INITIATIVE PEVARA (www.insead.edu/gpei) (www.pevara.com) The Global Private Equity Initiative (GPEI) drives teaching, research and events in the field of private equity and related alternative investments at INSEAD, a world-leading business school. It was launched in 2009 to combine the rigour and reach of the schools research capabilities with the talents of global professionals in the private equity industry. The GPEI aims to enhance the productivity of the capital deployed in this asset class and to facilitate the exchange of ideas and best practice. Pevara is a division of eFront (www.efront.com), a leading software provider of end-to-end solutions dedicated to the financial services industry with a recognized expertise in alternative investments, enterprise risk management, and customer relationship management. eFronts solutions serve more than 800 customers in 48 countries, including companies in the private equity, real estate investment, banking and insurance sectors. eFronts primary product suites offer tightly integrated solutions for streamlining the management of alternative investments and corporate risk. Founded in 1999, eFront services clients worldwide from offices in Asia, Europe, the Middle East and North America. Pevaras data is obtained from actual LP cash flows as opposed to surveys or relying on the Freedom of Information Act to source data. LPs who wish to contribute data to the Pevara Private Equity Index can do so by sending an email to [email protected], after which a Pevara data specialist will discuss the process with them. INSEAD's global presence with campuses in France, Singapore and the UAE offers a unique advantage in conducting research into established markets for private equity, while at the same time exploring new frontiers in emerging markets to arrive at a truly global perspective on this asset class. The GPEI also focuses attention on newer areas shaping the industry such as impact investing, growth equity, infrastructure PE, and specific groups of LPs like family offices and sovereign wealth funds. The GPEI looks to partner with stakeholders in the private equity industry to collaborate on research ideas and projects. Its core supporters are: This report is authored by Michael Prahl, Executive Director of the GPEI, Adjunct Professor of Entrepreneurship and Family Enterprise and Siddharth Poddar, Research Associate, under the supervision of Claudia Zeisberger, Academic Director of the GPEI, Professor of Decision Sciences and Entrepreneurship and Family Enterprise at INSEAD. We thank Rishi Kotecha from Pevara, Bowen White, Senior Researcher GPEI and Hazel Hamelin, senior editor at INSEAD, for their invaluable support. INTRODUCTION Welcome to the sixth edition of the Private Equity Navigator. This edition introduces a new format in response to feedback from our readers. Adding to the quantitative reporting on the state of the private equity industry in previous issues, we have included sections that highlight the latest research by INSEADs Private Equity Centre, as well as PE-themed teaching and events at INSEAD. Henceforth, the report will be published biannually as opposed to quarterly, but each issue will have enhanced PE content, providing more substance for readers to think about. We will continue to expand our collaboration with Pevara, the performance monitoring module of eFront, a leading financial analysis solution for alternative investments. The new format allows us to include new content in future issues, such as interviews with PE thought leaders, activity updates from students and the alumni PE Club, and opinion pieces by leaders in industry and academia. We have enjoyed putting this redesigned edition of the report together and hope that you find it more relevant and engaging. As ever, we welcome your feedback and suggestions. Claudia Zeisberger Michael Prahl Affiliate Professor of Decision Sciences and Entrepreneurship and Family Enterprise, Academic Director, GPEI Adjunct Professor of Entrepreneurship and Family Enterprise, Executive Director, GPEI 1 INDEX The Private Equity Navigator seeks to balance the presentation of raw data and minimal accompanying commentary with a more engaging (if less rigorous) approach to illustrate key concepts in private equity. Our findings are presented in five sections: 01 The PE Industry in 2014 02 Detailed Market Analysis - INSEAD & Pevara Database 03 PE News @ INSEAD 04 Research by INSEADs PE Centre 05 Insights from GPEI's Model Portfolios 2 The PE Industry in 2014 Long Term Outperformance of PE Looking back on 2014, what stands out is how little the PE industry seemed to be impacted by major political and macro-economic developments. Indeed, on most dimensions the trends established in previous years continued. On a more positive note, our research shows that PE has been outperforming public markets consistently over almost any period (not just the good old days of the 90s) and in most geographies. Our comparisons use Modified IRRs (which, unlike IRRs, take into account a reasonable re-investment rate and timing of capital calls) and regional small- and mid-cap indices (a more relevant comparison, we think, than the frequently used S&P500, where companies have a median market cap of USD18 billion). As an example, over the 10 and 15-year time horizons, global PE net returns outperformed by 4 and 6 percentage points respectively. Sellers Market Buoyed by strong public markets, cash-rich corporate buyers and well-funded PE competitors, 2014 was the fourth year of an exit super cycle (if 2010 can be regarded as reaching pre-financial crisis normal), with PE funds returning record amounts to their LPs. (No) Capital Overhang On the back of strong distributions and returns, PE funds continue to raise large amounts of fresh capital. While sizable in absolute terms (about USD1.1 trillion) the proportion of dry powder to the USD3.8 trillion in assets currently under management in the PE industry has in fact decreased. Given that even the record amounts of funds raised in 2006-2008 have worked through the system and generated acceptable returns (if not always in time value, at least mostly in returning capital plus), the eternal dilemma of too much capital chasing too few deals seems at least for the time being not to be driven by the supply side. The Case for Diversification While the industrys performance has been strong overall, there exists significant variance between vintages, geographies, investment styles and on a micro level certainly between managers (e.g. fund returns for European managers in our sample ranged from +32% to -12% for fund vintages 2001-2011). The challenge for investors in this asset class, therefore, is how to balance the need for reasonable diversification against the cost of assembling the in-house skills to invest and monitor such a portfolio. A related problem in this environment of high distributions is investors ballooning portfolios, as LPs put capital to work in new fund allocations (one of the trends behind the current investor interest in coinvestments). Investment Activity at Low Levels The problem rests squarely on the demand side, where PE buyers have to compete with an extensive range of substitute financing offerings. The liquidity injected into the global economy is leading to high purchase multiples supported by extremely generous debt financing (although not evenly spread across all geographies or segments of the market). Overall deal activity remains, for the second year in a row, at 2009 levels (i.e. the era of the global financial crisis). Accordingly, the theme of INSEADs forthcoming PE conference - How to create value for investors when faced with high valuations could not be more appropriate. Does 2014 rhyme with 2007? As we enter 2015, signs are emerging once again that markets are nearing a cyclical peak. In 2007, Citigroups then CEO Chuck Prince famously remarked about leveraged loans: When the music stops, in terms of liquidity, things will be complicated. But as long as the music is playing, youve got to get up and dance. Were still dancing. Lets hope that, eight years on, a more disciplined approach to deploying capital will help the industry weather the upcoming challenges more effectively. 3 Detailed Market Analysis INSEAD & Pevara Database The following pages provide an update on the PE market in 2014. With Q4 distribution and capital call numbers in, we are able to review activity levels for the year. We examine recent returns of the industry against longterm trends and, more importantly, vis-à-vis public markets for a gauge of the industrys proposition of outperformance. 4 PE Market Update (Activity in Q4 2014 and Full Year 2014) In the first part of our analysis we look at two key indicators of private equity activity, namely the amount of capital called by fund managers and the amount of capital distributed to investors. For reference, the graph includes fundraising numbers up to 2012.1 The data come from 2,470 private equity funds, a more-thanadequate proxy for industry activity levels and variations.2 A sellers market in 2014, distributions continuing at twice the rate of capital calls distributed each year. The tide turned the following year; just as investments dried up following the onset of the financial crisis, distributions started rising. From a broad parity in 2010 and 2011, distributions soared to 2.3x and 2.4x of capital called in 2013 and 2014 respectively. This means that in 2014 funds in our sample called $110 billion while distributing a whopping $259 billion both figures largely unchanged from 2013. Overall it is interesting to observe that the pace of capital calls (i.e. investment activity) is significantly steadier than distributions (and fundraising) and exhibits only a very short valley (effectively 2009). This surely points to the industry working through overhang problems from fundraising and investments prior to the financial crisis (or, framing it more positively, to PE firms patience and ability to wait for a positive exit environment), but may also indicate the problems the industry faces in deploying capital at a faster pace in the current QE environment. Between 2006 and 2010, the amount of capital called by fund managers in our sample exceeded the amount Major slowdown in deal activity in Q4 2014 The aforementioned gap between distributions and capital calls became even more pronounced towards the end of last year. Distributions in the fourth quarter ($66.1 billion) were down slightly, by about 5% on both a year earlier and the preceding quarter, reflecting the continued strong appetite of strategic buyers, public markets and other PE funds. Yet investment activity dropped off sharply to $21.4 billion, down 40% year-on-year and 28% compared to Q3 2014. This means that in Q4 2014 funds returned 3 times more capital than they called. We will continue to monitor activity to see whether this is just a quarterly blip or a long-term trend. $150 billion raised vs. $259 billion distributed, or a ratio of 1.72. Capital called and distributed in the last 6 quarters Fig 2 80 70 60 50 40 30 20 Perhaps a better comparison than between current capital calls and distributions is that of funds raised in the past and current distributions.3 If we go back 5.5 years to the last two quarters of 2008 and the first two quarters of 2009, the figures are as follows: 10 0 Q3 13 Q4 13 Q1 14 Calls Q2 14 Q3 14 Q4 14 Distr. 1 The amount of capital raised is measured for funds of that vintage year, as opposed to the total amount of capital raised in a particular year. We do not use 2013 and 2014 numbers in this instance as complete data on the amount of capital raised by those vintage funds is, as yet, unavailable. 2 While the PE industry is larger and the data in this report is a representative proxy, the advantage of our dataset is that it is obtained directly from LPs, and is hence more accurate than data obtained from a range of other sources. 3 We do not have access to portfolio company level data that would allow us to perform this matching exercise on a more granular basis, yet we know from a variety of sources that average holding periods in the last few years have been 5-6 years. 5 North America is by far PEs largest and most liquid market Breaking down the numbers by region, North American funds continued their strong showing from 2013 (not surprisingly), producing capital calls worth $60.1 billion and distributions worth $165.7 billion in the year. In fact, PE industry capital calls and distributions in 2014 remained largely unchanged in all geographic regions from 2013 levels, aside from a significant 70% increase in capital distributions by Asian funds, rising from $10.3 billion in 2013 to $17.5 billion in 2014. Fig 3 Over the last five years, North American funds cumulatively called $468.4 billion and distributed $703.9 billion, accounting for 59% and 69% of the global total respectively. Europe accounted for a 34% global share of capital called and 27% of capital distributed between 2009 and 2014, while Asian funds accounted for 7% of capital called and 4% of distributions. Fig 4 Geographic share of capital called (2009-2014) Europe 34% ia As Geographic share of capital distributed (2009-2014) Europe 27% North America 59% Asia 4% North America 69% 7% PE Returns & Variance In this section of the report we compare three different measures of annual private equity performance. The first is the internal rate of return (IRR), the conventional but theoretically unsound performance measure of the industry. 4 Second, the Pevara Index, which calculates IRRs using the Modified Dietz Method, which improves on the IRR by accounting for the timing of cash flows within a period. And third, the modified internal rate of return (MIRR), which is our preferred measure as it assumes more realistic re-investment opportunities for investors,5 thus providing a better gauge of performance. We also offer an analysis of quarterly PE performance, followed by a geographic analysis of PE returns and comparisons with the returns provided by the public equity markets. Despite strong realisations, a drop in returns market of prior years), or, more worryingly, a sign of deteriorating quality as a result of PE firms aggressively exiting better performing investments and leaving less attractive portfolio companies in their portfolios. In the third quarter of 2014, the private equity industry recorded MIRR returns of 1.00%, a marked decline over the 4.25% return generated in Q2. The MIRR also fell sharply year-on-year from 4.24% in Q3 2013. Over the whole of 2014, private equity returns (measured in MIRR) fell from 16.48% to an estimated 8.91%.6 This is comparable to 2011, when the slowdown in the global economy was in evidence. Post-crisis, 2014 was also the only other year (after 2011) in which the industry generated sub-10% returns. Fig 5 Annual PE returns What is striking is that this shortfall in performance occurred despite the years aforementioned strong realisations. This is likely the result of PE firms exiting older investments at low time-weighted returns, as well as the NAVs of remaining portfolio investments growing at a slow rate.7 The latter could be both a function of accounting (i.e. valuations of public market comparables changed less last year than in the bull The two main issues with IRR, namely the re-investment hypothesis on intermediary distributions and the cost of uncalled capital, are discussed in detail in the December 2013 issue of Private Equity Navigator. This report uses a discount rate for capital calls of 12% with a 10-year horizon, and equally assumes that proceeds will be reinvested at a rate of 12%. For more details, refer to the December 2013 issue of Private Equity Navigator. 6 Our 2014 numbers do not yet include NAV adjustments for Q4 which are going to change the final number. However the realizations for the year and NAV adjustment of Q1-3 point to a substantially lower run rate than previous years. 7 Performance is unlikely to be strongly impacted by a wall of fresh investments held at cost, given the subdued investment activity of the last years. 4 5 6 10-year returns are strongest in Europe, while 2014 was a catch-up year for Asian funds The 10-year MIRR of the private equity industry is useful for comparing the performance of the asset class across different regions as it incorporates more than an entire economic cycle. per annum, which is largely in line with the global average return provided by private equity funds (11.83%). Asian fund performance lagged the global average over the last decade, providing an average return of 10.2%. However, Asian funds were the best performers in 2014, generating an MIRR of 11.48%, compared to 8.9% for Europe and 8.7% for North America. The average MIRR return over the last 10 years was highest for European private equity funds, at 13%. North American funds provided an average return of 11.77% Fig 6 A year-by-year comparison of returns by region reveals that Asian returns deviated from the global benchmark more significantly than returns provided by funds investing in the mature markets of Europe and North America. For instance, returns from Asian PE stood at 19.4% immediately following the onset of the financial crisis in 2009, as compared to 7.1% in Europe and 11.2% in North America. However, when PE returns fell during the slowdown of 2011, Asian funds produced the only negative results generating a return of -1.8% that year, while funds investing in Europe and North America generated positive returns of 7.7% and 9.3% respectively. This is likely due to the fact that PE investing in Asia continues to differ significantly from that in mature markets, with a heavy focus on growth capital and small buyouts. MIRR comparison by geography PE has outperformed public markets across geographies and time horizons To get a clearer sense of PE performance, we compare MIRR performance8 with public market returns (in this case, the MSCI ACWI). 9 Global PE returns are substantially stronger than public market returns across both the 15-year and 10-year time horizons (by 6 and 4 percentage points respectively), but only 2 percentage points higher over the five-year period to 2014. In 2014, while the PE industry recorded a preliminary MIRR of 8.91%, returns from the public market index stood at 4.71%. Fig 7 15y Fig 8 15y Global PE and public market returns 10y PE and public market returns - Europe 10y 5y In Europe, the return on public equity since 2000, as measured by the MSCI Europe SMID Cap Index,10 was 6.27%, while the private equity MIRR during this period was 11.45%. Over a 10-year horizon starting in 2005, both public market returns and private equity MIRR increased, to 7.13% and 12.18% respectively. Post-crisis, the public market index performed in line with private equity, providing annual returns of 10.21% compared to 10.14% for private equity. 5y Lets look at these comparisons using relevant smalland mid-cap indices to provide an in-depth analysis of performance across the key regions. Unlike IRR the MIRR can be used for comparison with public markets as it accounts for the cost of capital until investment and assumes reasonable re-investment rates (we use a reinvestment rate of 12%). For a discussion of the qualities of MIRR please see our inaugural Private Equity Navigator as well as the glossary provided. 9 The MSCI ACWI was used for reference only. The index has 2,471 constituents from 23 developed markets and 23 emerging markets and it covers approximately 85% of the global investable equity opportunity set. 10 The MSCI Europe SMID Cap Index covers small- and mid-cap representation across 15 developed markets in Europe. The index has 1,152 constituents and covers approximately 28% of the free float-adjusted market capitalisation in each country. 8 7 Fig 9 15y during this period, providing an annual return of 8.41% compared to public market returns of 3.93%. In addition, while the public market slightly outperformed Asian PE returns over a 10-year period, at 9.89% and 9.35% respectively, Asian PE firms broadly outperformed the public markets since 2000, generating an MIRR of 9.96% compared to a public market return of 6.60%. PE and public market returns - North America 10y As these graphs show, public market returns are more prone to larger swings in annual performance, resulting in far greater volatility than the PE asset class. However, this is due, in part, to PE firms delayed and more conservative accounting, while public markets reflect real-time returns. 5y The MSCI North America SMID Cap Index11 produced strong returns of 14.08% over the last five years, as compared to the 11.62% MIRR generated by North American PE. Over the 10-year period starting in 2005, private equity MIRR stood at 11.18%, somewhat higher than the 9.24% returns provided by the public market index. This relatively small difference remains stable over the longer period since 2000: North American PE returns stand at 9.26% while the public index produced annual returns of 8.39%. PE and public market returns - Asia Fig 10 Asia is the only major region where PE MIRR returns over the last five-years were higher than the returns from the public market index (as measured by the MSCI AC Asia ex Japan Small Cap Index). In fact, PE outperformed the public markets quite significantly 15y 10y 5y PE investing in Europe had the highest range of outcomes Now we look at the variance in private equity returns performance by geography. those returns, as some of the European funds of these vintages are also the worst performing. Moreover, the pooled mean return for European funds is lower than North American funds, implying that the latter provided the best returns on a risk-adjusted basis. The chart shows the range of returns by geography for all private equity funds in the Pevara Index of vintages 2001-2011.12 Fig 11 At the global level, funds vintages of 2001-2011 have a pooled mean of 9.8%. Only North American funds outperform this measure, with a pooled mean of 9.95%. Funds of the same vintages investing in Europe and Asia have pooled means of 9.78% and 7.79% respectively, reflecting North American funds outperformance at the aggregate level. Benchmark IRR Quartiles (vintages 2005-2011) by region 33% 28% 23% 18% IRR The range of returns between the best and the worst performing funds is the widest in Europe, with a high of 31.86% and a low of -11.57%; Europe also has the best performing as well as the worst performing funds. The top performing funds in North America and Asia generated IRRs of 29.17% and 23.69% respectively. At the bottom end of the last quartile, North America performs best with a return of -7.56%, as compared to -10.79% in Asia and -11.57% in Europe. 13% 8% 3% -2% -7% -12% Europe 1st Quartile While some European funds provided higher returns than North American funds, investors would have had to take significantly more risk to avail themselves of 11 The North America 2nd Quartile 3rd Quartile Asia 4th Quartile Pooled Mean MSCI North America SMID Cap Index covers small- and mid-cap representation of the US and Canada markets and is comprised of 2,497 constituents. It covers approximately 28% of the free float-adjusted market capitalisation in each country. 12 We do not include funds from younger vintages as they are still in their investment period, hence preliminary returns are likely to change substantially. 8 PE News @ INSEAD A roundup of the latest in private equity at INSEAD, from what is happening in our classrooms to an update on PE-related events and activities. 9 News from the Classroom TURNAROUND - now with Simulation INSEADs popular elective on Managing Corporate Turnarounds recently added a weekend-long SIMULATION module. The feedback from our 200 MBAs taking the class in Singapore and Fontainebleau was unanimous: a valuable experience to round up their year at INSEAD. After some fine-tuning, the Simulation is expected to find its way into both our EMBA and executive education programmes. The simulation was developed by a faculty-alumni team from INSEAD after gaining detailed insight into the venerable SAAB Car brand during its struggle with bankruptcy in 2010/11. The situation at the start of the simulation is dire: sales are drastically down with a projected cashflow shortfall of more than Euro 100 million for Q1 2011. The students are challenged to show that this company can be rescued by using operational improvement levers to lower costs, reduce cash outflow and negotiate with suppliers & creditors. - The perfect capstone elective to put their MBA skills to the test and prepare them for their new jobs post-graduation. Excellent experience that drew on many of our former courses and forced us to apply it in a crisis situation I learned a tremendous amount - and the course is in the running for my favorite and most impactful course during the MBA. ( )So much so that I am eager to go out there and apply it immediately 10 Of all the simulations played during the INSEAD MBA, the Saab Simulation has by far the best and most comprehensive interface PE Events @ INSEAD Upcoming PE Events TBLI CONFERENCE ASIA 2015 13th Annual INSEAD PE Conference, Europe Over 18 years, TBLI CONFERENCE, dedicated to building a global community of ESG & Impact Investors, has convened 28 international events across Europe, Asia and the US, providing learning opportunities and mobilizing private capital for sustainable investment. The TBLI CONFERENCE ASIA 2015 is held in cooperation with INSEAD in Singapore on 29-30 April. Learn more about the current program here. INSEADs Private Equity Club (IPEC) will again host its annual conference in Fontainebleau. In its 13th year it has grown into the largest private equity event hosted by an academic institution in Europe. This years conference under the headline of How to create value when faced with high valuations will be held on May 22nd, 2015 at INSEAD, Fontainebleau campus. Learn more about the current program here. INSEAD Entrepreneurship Forum 2015 Entrepreneurial Networks, Fontainebleau 7th Annual SuperReturn Emerging Markets 2015, Amsterdam The INSEAD Entrepreneurship Club (ICE) will host the Entrepreneurship Forum 2015 in Fontainebleau on 21 May, 2015. The forum Entrepreneurial Networks: The Network Advantage of a Connected Enterprise explores how well-designed alliance networks create competitive advantage - network advantage. Learn more about the program here. The world-renowned SuperReturn series has been running for over a decade and its events are now well established as global must attend Private Equity and Venture Capital conferences. GPEI regularly speaks and presents recent research at their events, and will do so also on the topic of Family Offices in Asia at the 7th Annual Super Return Emerging Markets from the 29th June-2nd July in Amsterdam. Learn more about the current program here. Past PE Events INSEADs 3rd Asian Family Office Day EVCA - INSEAD Family Office Event at the Investors Forum On 22nd January 15, INSEAD hosted its 3rd Asian Family Office Day for participants from family offices and large family businesses. The event featured findings from the Centres recently published paper on Asian family offices:The Institutionalization of Asian Family Offices and provided a platform for family offices to share their approach to Direct Investing in the region. More than 40 Single Family Offices participated in a Single Family Office Day in Geneva on the 17th March 15 co-hosted by EVCA and INSEAD ahead of EVCA's Investor Forum. EVCA and INSEAD will continue their successful cooperation in 2016. 11 Research by INSEADs PE Centre INSEAD's PE Centre is regularly engaged in researching wide-ranging topics across the private equity industry in an attempt to make information more accessible to those interested in the industry. The next few pages contain summaries of the latest research papers and findings from INSEAD. 12 INSEAD - Pictet Report on the Institutionalisation of Asian Family Offices 5 family wealth consultants in locations as diverse as China and Dubai. A majority of the single family offices we interviewed were at an early stage of institutionalisation, characterised by minimal process-driven investment decision-making and diversification. Reflecting the relatively new wealth in Asia, many of these families continue to operate the business that originally produced the family fortune; others own legacy assets or significant stakes in the listed equity of the original family business. In recent decades, Asias emergence has reshaped the global economic landscape. Over the same period, capital has streamed into the region thanks to massive current account surpluses and investment opportunities. With the uptick in activity enriching nations and individual alike, Asia has seen the formation of investment structures to manage this new-found wealth. One of these is the family office, an investment vehicle used to manage the assets of wealthy families. With the number of ultra-high net worth individuals in Asia doubling over the past decade, the number of family offices in the region has almost quadrupled since 2008. While the majority of this growth has taken place in Singapore and Hong Kong, family offices are also on the increase across the region from Dubai all the way to Australia. We found that there was a heavy dependence on the original entrepreneur for both investment and non-investment decision-making within the regions family offices. This underscored the tight grip on family interests maintained by first generation wealth creators as well as the importance of implementing effective succession planning. Family offices at more advanced stages of institutionalisation have stronger governance processes in place, often with non-family members in key decision-making roles, which tends to ensure more consistent decision-making. In response to this trend, a GPEI project was launched to explore the institutionalisation of the Asian family office industry. The level of institutionalisation is an important signal of family offices anticipated investment performance. With institutionalisation comes more consistent (but not necessarily better) performance as a result of more stringent assessment of investment opportunities and the way those investments are subsequently managed. This more exacting approach should, in theory, reduce the volatility of portfolio returns and ensure improved wealth preservation. When it comes to portfolio management, we found that advanced-stage family offices and wealth creators with a background in financial services tend to employ less risky strategies. While less institutionalised family offices often make high allocations to equity investment - up to 65 percent in one case - advanced-stage family offices tend to have more balanced portfolios, managed by professional investors both internal and external. To explore this relationship and assess progress in the institutionalisation of the Asia family office industry, we conducted in-depth interviews with 20 single family offices, 5 multi-family offices, and For further details, see the report on our website. 13 ESG in Private Equity: A Fast-Evolving Standard we decided to produce a case study-focused report: ESG in Private Equity: A Fast-Evolving Standard. The bulk of the report features 3-page snapshots highlighting the key aspects of each GPs approach to ESG. To make the 11 descriptions as objective and comparable as possible, we applied a framework under the following headings: Background, Policy Development & Execution, Pre & Post-investment processes, Measurement & Valuation, and Lessons Learned. The ability of private equity (PE) firms to manage environmental, social and governance (ESG) investment considerations in their portfolio companies has received increased attention of late. Private equity firms on the fundraising trail are not the only GPs cognizant of this trend; costsaving potential, competitor activity and regulation all contribute to the rising awareness of ESG factors in investment committee decision-making. The focus on ESG considerations has developed in parallel to investors growing appreciation of the impact that nonfinancial factors can have on value creation, long-term company performance, and the health of society at large. In addition to each snapshot, additional findings from our research include specific sections highlighting challenges related to measuring the financial impact of active ESG management and how GPs approaches to managing ESG factors differ in emerging vs. developed markets. Case studies and specific examples make our findings more tangible and show each GPs approach in action. We conclude the report with a description of the steps firms can take to implement an effective ESG framework. To shed light on how the PE industry approaches this topic today, a recent GPEI research project explored how 11 prominent buyout and growth equity firms think about and address ESG considerations throughout their business. Over a series of interviews, we documented the frameworks employed by each firm and specifically how they evaluated ESG factors throughout the investment process. GPEI and INSEAD are currently exploring a second project related to ESG, and we look forward to continued engagement with GPs and LPs as the topic of Responsible Investing gains momentum in the industry. While common threads were found between their respective approaches, no two frameworks were identical: clearly the industry is still in search of definitive best practice. Given the varied approaches described by project participants, 14 Brazilian Private Equity: A New Direction Until recently, Brazil was an emerging markets champion. A decade of improved macroeconomic performance and stability in policymaking, coupled with a loss of confidence in developed markets following the global financial crisis, made Brazil a hot investment prospect. This positive environment sparked a sharp increase in private equity fundraising, which peaked in 2011, and the establishment of local offices by major global PE firms such as KKR, Apax and HIG. resulting from 2010/11 fundraising has heightened competition for the limited investment opportunities available. Over the long term, the structure of Brazils financial markets represents an additional headwind for the PE industry. The lack of developed private debt markets continues to be a barrier to large leveraged buyouts: 90 percent of the PE firms (general partners, or GPs) surveyed in our report said that the average deal involves leverage of no more than 25 percent. Underdeveloped and volatile public equity markets limit access to the IPO market, shifting the emphasis to trade buyers and secondary PE buyers investment appetite. In addition, a historical lack of local limited partners (LPs) those who invest in PE firms compared to other emerging markets exposes PE firms in Brazil to shifts in international investment flows. Fast-forward four years and the picture looks very different. The sluggish global economy and a drop in demand for raw materials has weakened Brazil and put downward pressure on the Real. The US Federal Reserves tapering of bond purchases has created uncertainty across emerging markets as liquidity is withdrawn from the global system. Moreover, improving economic conditions in the US have reduced investors willingness to tolerate the risk which higheryielding emerging market investments involve. Add to this the Brazilian governments intervention in energy, electricity and the financial sector and you have a recipe for diminished investor confidence. While recent struggles and long-term structural impediments hamper the development of Brazils PE industry, on the whole industry participants, remain cautiously optimistic. The long-term trends that attracted investors to Brazil - positive demographics and a growing middle class remain in place, and GPs expect sectors related to consumer spending and consumer services to provide opportunities for investment. The market outlook among LPs is more mixed, with international LPs viewing Brazils prospects as somewhat diminished compared to other recent bright spots in their portfolios. Notwithstanding, several Brazilian LPs have increased their allocations to PE, which bodes well for domestic support of the industry moving forward. As explained in our report Brazilian Private Equity: A New Direction, the markets deterioration has had a big knock-on effect on the private equity (PE) industry. At its peak in 2011, fundraising in Brazil reached a record $7.1 billion, but dropped sharply in 2012 and 2013. Deploying PE capital in the current environment has also been a challenge, as deal activity in Brazil during 2013 reached its lowest since 2009 at $2.8 billion, nearly 50% below its 2012 level. In addition, the influx of international PE houses and dry powder For further details, see the report on our website. 15 LPs and Zombie Funds in Private Equity Investment Following the global financial crisis and the ensuing political and economic uncertainty, there was a significant decline in the performance of the private equity industry. The fundraising environment tightened and many private equity managers particularly in the mid- and lower mid-market failed to raise follow-on funds. While their struggles largely played out outside of the public eye, they did not go unnoticed by the LP community. In June 2013, Preqin estimated that there were about 1,200 zombie funds - PE funds managed by sponsors unable to raise a followon fund with some $116 billion under management. to mitigate the risk of investing in a zombie fund, including restructuring LPA clauses at the outset of a fund commitment to reduce the potential for conflict, and backing GPs that manage multiple funds. The steps ultimately taken when a GP fails to raise a follow-on fund differ on a case-by-case basis, and the relationship and degree of trust between a GP and its LPs are key determinants of the corrective measures taken. The report further sets out steps that GPs managing zombie funds can take to improve their fundraising capability. According to our interviewees, the most important thing a GP can do is preserve the trust of investors by maintaining professional conduct and transparency, rather than seeking short-term, opportunistic gains. They also need to focus on the remaining portfolio companies in a zombie fund in order to maximize performance. There was consensus that while managing a zombie portfolio a GP must define its positioning and strategy in the light of future fundraising, and communicate this effectively to LPs. Nonetheless, it was generally acknowledged that for GPs with zombie funds the fundraising process is challenging. In response, GPEI undertook a project to analyse the emergence of zombie funds in recent years and how LPs and GPs can best manage the issues surrounding them. Our subsequent report draws on insights from interviews with LPs and services providers, including lawyers and placement agents. Our interviews showed that the main issue surrounding a zombie fund is the incentive for GPs to extend the term of portfolio investments beyond the optimal holding period in order to maximise the economics, specifically the management fees drawn on invested capital. To protect their interests, LPs can implement a number of short-term measures to address this conflict, from restructuring fund management fees and terms to the outright removal of the GP from the investment portfolio. There are several long-term structural solutions they can employ Our research and interaction with the PE industry enabled us to provide a comprehensive overview of this little-studied but topical issue. The GPEI report will be useful to both LPs and GPs facing issues relating to zombie funds, and its findings should help improve the efficiency of the capital allocated to this asset class. Access the full report on our website. 16 Private equity buyers v strategic buyers: Why private equity firms compete effectively against corporates in the buyout battlefield By Hannah Langworth, Published in Real Deals on 12 February 2015 case. They find some statistical evidence to back up this theory. The tussle between buyout firms and corporate acquirers has been an enduring theme since private equitys genesis. A recent working paper co-authored by Jan Vild, legal director of French healthcare corporation Sanofi, and Professor Claudia Zeisberger of INSEAD takes a look at this issue, and its findings should prove encouraging for the asset class. [ ] The paper ends by asking whether strategic buyers could ever emulate the discipline, flexibility and focus of private equity firms. Vild and Zeisberger determine that, while some corporates make successful acquisitions, taken as a class they cannot match the private equity industry in these respects at the moment. Overall, private equity firms come out clearly on top. One of their key advantages, Vild and Zeisberger argue, is the fact that they have to raise capital from investors. Although this might initially appear to be a restriction on a firms dealmaking abilities, the authors reason that it imposes helpful financial discipline, being, a major incentive for the PE firm to focus on what matters most for the limited partners, i.e., achieving the required IRR. For Vild and Zeisberger, discipline is also the unifying factor behind many of the other advantages they think private equity buyers have over strategic ones. These include more effective due diligence processes, better approaches to negotiations, and the good track record many firms are able to present of successful post-closing value creation. However, Vild is keen to qualify the papers conclusions somewhat. The average buyer on the private equity side will be a little better in terms of generating value for investors than the average buyer on the strategic buyer side, but youre going to have a substantial number of private equity firms that are doing worse than many of the strategic buyers, he says, and adds that, the interplay between private equity and strategic buyers changes over time. Vild points out that private equity firms are increasingly focused on creating value for investors through medium to long-term operational improvements rather than through leverage, and that this is one area, where private equity has a lot to learn from the strategic buyer side. He also believes that many strategic buyers are building on their traditional strength of generating value through synergies by using tax synergies, a route generally not open to private equity buyers. [ ] Vild and Zeisberger do not identify any areas of the dealmaking process where they believe strategic buyers are ahead, though they do conclude that the two types of buyer are relatively evenly matched when it comes to deal sourcing. Deal financing is another area where the competition is close. When it comes to valuation of a target, and hence how financially attractive an offer a buyer is able to make, a strategic investor will typically look to create value through synergies, while a private equity firm traditionally relies on leverage to do so. For this reason, Vild and Zeisberger suggest that private equity firms may have an advantage with targets in industries where companies tend to have a low debt to equity ratio as their leverage will make more of an impact here, while strategic buyers might do better with companies in industries where the reverse is the Vild adds that, while its an advantage chalked up to them in his paper, private equity firms should not assume their due diligence or financial analysis processes are superior to those of a strategic buyer, using his own employer as an example: Sanofi is sophisticated in terms of approaches to [the acquisition] process we do thorough due diligence, and [use] very complex financial models. So while the paper is a pat on the back for the private equity industry, it would be very unwise for firms to assume they can write off their corporate competitors just yet. *This article has been slightly shortened to fit the layout of this report. For the full version see Real Deals or GPEIs website. 17 Insights from GPEI's Model Portfolios In this section, we track the evolution of our two model portfolios to provide insights into portfolio construction, portfolio management, and the challenges associated with a growing and maturing portfolio. 18 Summary Observations When we began work on the inaugural edition of the Private Equity Navigator in December 2013, we put ourselves in the shoes of a large institutional investor creating two hypothetical portfolios containing real funds13 to be able to understand how LPs manage private equity portfolios and what challenges they face in doing so. Of our two portfolios, Portfolio 1 was largely representative of the overall global PE market (i.e. with a focus on buyout funds and the US), while Portfolio 2 had more exposure to growth-capital focused strategies and emerging markets (mostly Asia) as well as European funds. In addition we juiced our original portfolios by only selecting funds from the top three quartiles, implicitly assuming selection skill.14 (Some of the funds selected have since moved into the fourth quartile). Key Insights Our two portfolios look very different in terms of their strategic and geographical weighting, yet they face similar challenges, as described below. A ballooning portfolio: Both of our portfolios returned considerable amounts of capital in the first three quarters after inception, which required us to make new commitments across both portfolios (four and six respectively). After a quiet couple of quarters, we are likely to make new commitments from both portfolios before Q2 2015, as the gross allocation to private equity has fallen below $1 billion as a result of capital returned in both portfolios. In the real world, having to constantly make new commitments requires significant in-house resources for the LP, both for the allocation and the management of an increasingly expanding manager portfolio. Portfolio diversification: Maintaining the predetermined exposure levels for our portfolios in terms of both investment strategy and geography is challenging. A major determinant of whether the same allocations to geographies and strategies can be maintained over time is the availability of PE funds that meet the relevant criteria. J-Curves: As we ended 2014, the J-Curves for both our original portfolios15 assumed a distinct upward shape as a result of more capital being distributed to investors than called. With relatively mature portfolios of on average 4.9 years, we expect to see the J-curves continue this upward path. Performance: The performance of both portfolios improved over the course of 2014. Our North American buyout-focused Portfolio I saw its MIRR increase to 13.05% in 2014 from 12.68% a year earlier. Portfolio 2, which has a relatively higher allocation to Europe and Asia and growth strategies, also saw an improvement in performance, with an increase in MIRR from 11.31% in 2013 to 11.69% a year later. This increase took place despite a marginal decline in performance across both portfolios in the fourth quarter of 2014. 13 You can see a detailed summary of the current geographic and strategy spread our two portfolios in the Appendix, including the IRR, MIRR, TVPI and NAV of all individual funds. 14 For a more detailed look at how the portfolio was created and is managed, and portfolio allocation strategies, please refer to the Private Equity Navigator Methodology on GPEIs website. 15 For the J curve analysis we only include the original 40 funds to avoid distortion. 19 J-Curves and Comparison of Portfolio Returns for the portfolio to $441.61 million, and an upward change in direction for our accumulated cash flow curve. Below we illustrate the cash flows associated with our two portfolios, reflecting drawdowns (capital called), distributions and the resulting net cash positions (J-Curve). Only the original 20 funds in each of the two portfolios are included. In Q4 2014, the original funds in Portfolio 1 saw capital calls of $20.85 million and distributions amounting to $47.42 million, marking the first time more capital was returned than called since Q4 2013. This led to a decrease in the net drawdown Portfolio 2 saw a continuation in the upward shape of the accumulated cash flow curve as a result of more capital being distributed ($67.45 million) than called ($22.46 million) for the second quarter running. The net drawdown for this portfolio stands at $517.03 million. Fig 12 Fig 13 Portfolio 1: Cash flows and J-curve Our full portfolios (including funds from 20082013) are now on average three years old. The value of Portfolio 1 stands at a Total Value to Paidin Capital [TVPI = Cumulative Distributions + Period NAV16 divided by paid-in capital] of 1.34x (as compared with 1.37x last quarter). This means that the portfolio has created about 34% value, or $294.58 million, over the investment cost. The TVPI for Portfolio 2 is slightly lower, at 1.29x (as compared with 1.28x in the previous quarter), implying that 29% value or $244.39 million over the investment cost of $838.06 million has been created. Portfolio 2: Cash flows and J-curve the market portfolio of all funds of these vintages in the database). Conversely, vintage 2011 funds of Portfolio 2, outperform their counterparts in both Portfolio 1 and the market portfolio. The Combined portfolio comprises funds from our two portfolios for reference purposes, in order to show the benefits (lower volatility) of diversification. Fig 14 IRR comparison as of Dec 2014 for funds of vintages 2008-2011 The superior performance of Portfolio 1 is confirmed when we apply the MIRR as a comparison measure. The MIRR of Portfolio 1 stands at 13.05% and for Portfolio 2 at 11.69%. When returns from only the more mature funds (vintages 2008-2011) in our portfolios are compared, funds of vintages 2008 to 2010 in Portfolio 1 comfortably outperform both Portfolio 2 as well as Pevara all funds (which represents 16 While distributions and capital calls are real time, NAVs trail by one quarter due to the lengthy internal valuation process at PE funds. 20 APPENDIX Portfolio 1: Strategy: Buyouts 81.8%; Growth 3.1%; Venture 4.3%; Others (Distressed & Mezzanine) 10.9% Geography: North America 71.7%; Europe 21.7%; Asia 4.3%; Other Emerging Markets 2.3% Portfolio 2: Strategy: Buyouts 64.2%; Growth 17.5%; Venture 6.7%; Others (Distressed & Mezzanine) 11.7% Geography: North America 41.7%; Europe 35%; Asia 18.3%; Other Emerging Markets 5% 21
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