PRIVATE EQUITY For e cas t & De s k B o o k f o r 2015 On an ongoing basis, Probitas Partners offers research and investment tools for the alternative investment market to aid its institutional investor and general partner clients. Probitas Partners compiles data from various trade and other sources and then vets and enhances that data via its team’s broad knowledge of the market. ¯ ˘ ¯ probity n. [from Latin probitas: good, proper, honest.] adherence to the highest principles, ideals and character. Probitas Partners is pleased to present its Private Equity Forecast and Desk Book for 2015. The purpose of this paper is to offer our forward view of likely trends for 2015 and beyond based on our review of 2014 and our ongoing dialog with (and surveys of) the global institutional investor marketplace. The paper starts with our forecast for this year, then presents a summary review of the dominant trends that shaped 2014 and the details behind those trends. We encourage you to obtain copies of our research reports, surveys, and desk books from our firm’s library at www.probitaspartners.com. Contents Private Equity Outlook............................................................... 2 Private Equity Fundraising........................................................ 6 Deal Volume and Capital Overhang........................................ 9 The Buyout Market: Investor Focus and Concerns............. 12 U.S. Venture Capital................................................................. 17 Distressed Private Equity......................................................... 20 Asia.............................................................................................. 24 Europe......................................................................................... 27 Emerging Markets.................................................................... 30 Private Debt Markets............................................................... 32 Energy and Private Equity....................................................... 34 The Secondary Market............................................................. 36 Real Assets................................................................................. 38 © 2015 Probitas Partners 1 Private Equity Forecast & Desk Book for 2015 Private Equity Outlook Increasing Focus on Risk in the Buyout Market Relatively high purchase price multiples, increasing leverage, the return of covenant-lite debt and increasing dry powder have a number of limited partners that invest in developed market buyout funds worried that we are reaching a new market peak with more downside risk than upside opportunity. But most investors are not worried about a market meltdown similar to 2008; rather, most expect a more normal market down-cycle. Increasingly, these investors are more focused during due diligence on managers with experience across cycles and who maintain pricing discipline in expensive markets, preserving dry powder for a better pricing environment. A few investors are beginning to slow their commitment pace to buyout funds to limit their exposure even as maintaining allocation targets becomes increasingly difficult as private equity distributions remain high. Energy Sector: Risks and Opportunities The dramatic decline in oil prices since the summer of 2014 has already shaken a number of funds with significant exposure to the oil industry, especially those with portfolio companies that are highly leveraged. A number of fund managers have rushed funds to market targeting distressed energy investments both in equity and debt plays, seeking to raise money quickly at what they perceive to be the bottom of an oil pricing cycle. The key question for both stressed legacy portfolio companies and new distressed opportunities is “At what price level will oil prices stabilize and how long will it take to reach that point?” — a question for which there is no consensus. A number of investors are predicting that the sharp drop in oil prices will have significant negative impact on the renewable energy market. However, the renewable sector is heavily focused on electricity generation, and oil is a minor factor in that sector. Private Equity Forecast & Desk Book for 2015 2 © 2015 Probitas Partners “Limited partners ... are worried that we are reaching a new market peak with more downside risk than upside opportunity” Rebound in Venture Capital Interest Interest in venture capital rebounded in 2014 after a low the previous year, and the market is continuing to shift towards a barbell approach quite different from the late 1990s. Growth Capital: Many of the largest funds have shifted to a growth capital/late stage focus taking advantage of a larger number of successful companies that seek to delay going public for various reasons. Seed Stage and Angel Investing: Capital efficiency, in part driven by cloud outsourcing, is making seed stage and angel investing a more viable option for launching internet-focused companies with minimal capital needs, though seed stage vehicles are often too small to attract institutional investor interest. Early stage funds are still of interest to investors, but the dynamics of the market make them difficult to scale (a constraint not binding growth capital funds), while capital efficiency impacts competition on initially smaller transactions. “SEC reviews ... [have] revealed a number of problems in fee and expense calculations” United States: Regulation and Fees In the United States the first round of SEC reviews of private equity firms has revealed a number of problems in fee and expense calculations, and more are likely to follow. These revelations are likely to trigger increased investor focus on these issues when negotiating limited partnership agreements as well as an increased focus by limited partners on the verification of fee, expense and carry calculations. This issue also seems to be increasing the distrust of fund managers by institutional investors. © 2015 Probitas Partners 3 Private Equity Forecast & Desk Book for 2015 Europe: AIFMD and Access The intent of the Alternative Investment Fund Manager’s Directive (“AIFMD”) was to introduce a common Eurozone regulatory environment meant to protect institutional investors. However, the law of unintended consequences seems to have taken its place. Fragmentation: The implementation of the directive by local regulatory regimes has created a hodgepodge of rules that vary significantly and are a fund manager’s nightmare and a lawyer’s dream. European Passport: The differences in the country-by-country regulations are making it more difficult to institute a common passport across Europe. It was originally contemplated that the passport allowing marketing across the Eurozone for EU headquartered fund managers would become available by 2016, but there is increasing feeling that this target will not be reached. Fortress Europe: These regulatory differences are much more difficult for fund managers outside of Europe to navigate, especially if — as is now being discussed to some degrees — the common passport will not be made available to foreign fund managers. There is already an increasing trend, especially among small middle-market and growth capital managers outside of Europe, to avoid Europe for fundraising altogether, limiting attractive choices in these sectors for European investors. Switzerland: AIFMD does not apply to Switzerland, as it is not a member of the EU and was perceived to be a bit of a safe haven. However, it has recently adopted a registration requirement for foreign managers raising money from non-FINMA regulated Swiss investors that creates one more roadblock for smaller fund managers. Private Equity Forecast & Desk Book for 2015 4 © 2015 Probitas Partners Private Debt or Illiquid Credit Private debt continues to gain in importance as a dedicated sector of alternatives, especially as banks continue to struggle for portfolio and regulatory reasons, expanding beyond mezzanine debt funds long considered part of private equity. The rise of direct lending funds as a partial replacement for bank lending is directly related to these issues. The sector is also expanding with the addition of a number of newer strategies such as unitranche, structured capital, and royalties. Certain investors are also looking at sectors of the distressed private equity market — such as opportunistic credit and distressed debt investing — as private debt as opposed to pure private equity plays. An open question is “Where will these investments reside in investors’ portfolios?” as there is not a clear consensus — nor is there complete consensus on what sub-sectors belong in private debt or illiquid credit. Turbulence and Opportunity in Emerging Markets “Interest in emerging markets is highly localized by geography” Interest in emerging markets is highly localized by geography, with political and general economic factors often taking precedence over factors specific to private equity. Over the last year, interest in Russian private equity provides an example of negative interest on investor demand, while Narendra Modi’s election to be Prime Minister of India provides an example of a positive impact. In addition, tough times in one geography can benefit another; weakness in the Brazilian economy (as well as a past heavy concentration by investors on Brazilian funds) has led to an increased interest by international investors on the Andes region in order to diversify their Latin American exposure. The largest emerging market is China. However, the size of its economy, the broad scope of its private equity market and the availability of experienced managers begs the question “When will China be considered emerged?” © 2015 Probitas Partners 5 Private Equity Forecast & Desk Book for 2015 Private Equity Fundraising Fundraising Private equity fundraising increased slightly during 2014, driven by increases in North America that offset declines in Europe and a flat market in Asia. Established private equity investors’ portfolio allocations continued to free up as exit activity surged earlier in the year and significant cash was returned to investors. North America Private equity fundraising increased by 19% over 2013’s total (Chart I), driven largely by commitments to buyout funds. Venture capital fundraising surged by nearly 70% during the year, returning to its 2007 level, though still considerably below its 2000 peak. Europe European-focused fundraising decreased by 25% during the year, as concerns about the European economy revived and there were fewer large Pan-European funds in market (Chart II). Middle-market country-focused funds remain a mainstay of the European market in terms of the number of funds. Investors were focused on the stronger economies of Northern Europe, with the Nordic countries, the UK, and Germany leading investor interest. Not included in the private equity totals in this chart is the full range of private debt funds, which had fundraising success in Europe in 2014. Asia Asian fundraising remained fairly flat during the year and is still noticeably below 2011’s market peak, driven by continued concerns about the slowing of the Chinese economy (Chart III). Latin America Latin American fundraising surged, nearly reaching 2011’s peak fundraising year (Chart IV). However, fundraising was highly concentrated, with three funds raised by Advent, Gávea, and Patria accounting for 62% of 2014’s total. Private Equity Forecast & Desk Book for 2015 6 © 2015 Probitas Partners Other Emerging Markets Fundraising for other emerging markets is not detailed in a chart; these niche markets are fairly volatile and long-term trend lines are less meaningful. It was notable, however, that in 2014, $4 billion was raised targeting Sub-Saharan Africa, by far the largest annual total raised for that geography. Chart I Commitments to U.S. Private Equity Partnerships by Sector 350 297 300 236 161 150 91 30 32 1995 1996 100 50 183 123 107 100 204 152 91 59 50 87 80 2010 200 243 237 2009 USD in billions 250 48 Buyouts/Corporate Finance Secondaries/Other Venture Capital 2014 2013 2012 2011 2008 2007 2006 2005 2004 2003 2002 2001 2000 1999 1998 1997 0 Mezzanine Source: Private Equity Analyst Note: Does not include fund-of-funds, infrastructure funds Chart II Commitments to European Private Equity Partnerships by Sector 80 70.2 54.9 EUR in billions 60 56.9 61.8 48.9 40 32.5 24.3 18.6 20 13.8 16.3 2009 2010 37.5 35.3 0 2003 2004 2005 2006 Buyouts/Growth 2007 2008 Special Situation 2011 Venture Capital 2012 2013 2014 Mezzanine Source: Probitas Partners © 2015 Probitas Partners 7 Private Equity Forecast & Desk Book for 2015 Chart III Commitments to Asian Private Equity Partnerships 80 72.9 70 62.1 55.4 50.2 50 50.9 51.3 41.4 41.2 40 26.6 30 5.6 5.9 1997 1998 10 7.4 1996 20 25.5 13.4 13.2 6.5 7.3 2003 16.2 17.9 2002 USD in billions 60 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 2001 2000 1999 0 Source: Asian Venture Capital Journal; 2014 number is preliminary Chart IV Commitments for Latin American Private Equity Partnerships 9 8.4 7.8 8 7 5.6 5 4.4 4 3.4 4.2 2.7 2.6 3 1.8 1.3 1 0.6 0.4 0.4 2003 1.5 2.7 2.2 2002 2 4.5 3.7 2001 USD in billions 6 0.7 Source: EMPEA Private Equity Forecast & Desk Book for 2015 8 © 2015 Probitas Partners 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 2000 1999 1998 1997 1996 0 Deal Volume and Capital Overhang “Private equity activity as a percentage of all mergers and acquisitions activity edged to a new all-time high” Funds are raised to be profitably deployed during their investment periods. At a high level, deal volume and capital overhang statistics offer some insight into that process and where we are in the cycle. Global Deal Making Global private equity deal volumes increased significantly in 2014, driven by a very small number of mega deals, though they are still far below the peak year of 2006 (Chart V). Private equity activity as a percentage of all mergers and acquisitions activity edged to a new all-time high in 2014 of 21.9%. In the past, levels this high have usually indicated that private equity sponsors have been more likely to outbid strategic acquirers, often a danger signal on deal pricing. 2014’s dollar deal volume was driven by a few very large transactions; the number of transactions only increased by 6% while dollar volume increased over 40%. Chart V Global Private Equity Deal Volume and Percentage of Mergers and Acquisitions Activity 900 788 800 22 784 20 18 16 542 600 500 400 354 326 300 340 12 386 10 8 252 252 6 144 200 14 Percentage (%) USD in billions 700 4 2 100 0 0 2005 2006 2007 2008 Deal Volume 2009 2010 2011 2012 2013 2014 % of Mergers and Acquisitions Source: Thomas Reuters © 2015 Probitas Partners 9 Private Equity Forecast & Desk Book for 2015 Capital Overhang or “Dry Powder” “Dry powder ... increase[d] in 2014, exceeding the peak level reached at the end of 2008” Dry powder or capital available for deployment continued to increase in 2014, exceeding the peak level reached at the end of 2008. This follows a decline in dry powder from 2010 through 2012, as capital raised during the market peak years was invested slowly coming out of the Financial Crisis (Chart VI). Buyout funds drive the capital overhang numbers; buyouts remain the largest sector of the global private equity market, and buyout dry powder increased 16% during the year. North America is the largest private equity market and has the largest capital overhang (Chart VII), but these totals include a number of U.S. headquartered mega buyout funds that invest globally. Chart VI Private Equity Dry Powder by Investment Strategy 1000 877 900 757 800 USD in billions 700 815 801 746 734 2010 2011 783 697 619 600 439 500 352 334 2003 2004 400 300 200 100 0 Buyout 2005 2006 2007 Venture Capital 2008 2009 Distressed Private Equity Mezzanine 2012 Other Source: PREQIN Private Equity Forecast & Desk Book for 2015 10 © 2015 Probitas Partners 2013 Growth 2014 Chart VII Private Equity Dry Powder by Geography, December 2014 56% North America Europe 6% Asia 24% 14% Rest of the World Source: PREQIN © 2015 Probitas Partners 11 Private Equity Forecast & Desk Book for 2015 The Buyout Market: Investor Focus and Concerns Buyouts are the largest segment of the North American and European private equity markets. Consequently, the key factors impacting buyout investments significantly impact the performance of most institutional private equity portfolios. Those factors include: Purchase Price Multiples Purchase price multiples at the large end of the market in both the United States and Europe increased sharply in 2014 after moderating in 2013 (Charts VIII and IX). The pattern for middle-market buyouts, however, was mixed as multiples declined in the United States and increased in Europe. The premium paid for large buyout deals compared to middle-market buyout deals has increased during this cycle in the United States and remains wide in Europe, causing increased interest in middle-market buyouts as investors search for more attractive deal entry prices. The current high purchase price multiples offer an excellent opportunity to exit investments already in portfolio but make it more difficult to purchase new companies at attractive prices. Chart VIII Average U.S. LBO Purchase Price/Adjusted EBITDA Multiples 10x Multiple of EBITDA 9x 8x 7x 6x Middle-Market LBOs (<$500 MM) Large LBOs (>$500 MM) Source: Standard & Poor’s LCD for middle-market LBOs, data from 2009 not statistically significant Private Equity Forecast & Desk Book for 2015 12 © 2015 Probitas Partners 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 2000 1999 1998 1997 5x Chart IX Average European LBO Purchase Price/Adjusted EBITDA Multiples 10x Multiple of EBITDA 9x 8x 7x 6x Middle-Market LBOs (<€500 MM) 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 2000 1999 1998 1997 5x Large LBOs (>€500 MM) Source: Standard & Poor’s LCD for middle-market LBOs, data from 2009 not statistically significant Buyout Loan Volumes U.S. loan volumes for sponsored transactions fell slightly in 2014 below 2013’s all-time peak, and nearly equal to the 2007 pre-Crisis level (Chart X). Much of the loan issuance between 2010 and 2013 was used to refinance loans used to buy companies during the market peak. In 2014, as deal volumes increased, 30% of loans issued were to finance new leveraged buyouts, with another 15% used to finance add-on acquisitions made by portfolio companies (Chart XI). Loans used to refinance debt fell from 41% in 2013 to 21% in 2014. Over the last two years, investors hungry for yield have demonstrated increased willingness to take on “covenant-lite” structures in volumes not seen since the market peak. European loan activity fell in 2014 from its 2013 post-Crisis high (Chart XII). The Eurozone continued its slow economic recovery with many European banks still under stress — a scenario that led to the creation of a number of private funds that provide senior debt in support of buyouts or other corporate purposes, and whose activity is not reflected in this chart. © 2015 Probitas Partners 13 Private Equity Forecast & Desk Book for 2015 Chart X U.S. Leveraged Sponsored Loan Volume 350 322 293 300 234 250 234 180 200 145 150 67 84 85 62 61 50 33 33 2002 100 120 115 2001 USD in billions 290 58 24 Large Middle-Market Source: Standard & Poor’s LCD Chart XI U.S. Leveraged Sponsored Loan by Purpose, 2014 30% LBO 5% Refinancing 21% 13% Dividend Recap Acquisition 15% 16% Other Other Recap Source: Standard & Poor’s LCD Private Equity Forecast & Desk Book for 2015 14 © 2015 Probitas Partners 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 2000 1999 1998 1997 0 Chart XII European Buyout Loan Volume 200 164 175 152 125 110 100 69 13 20 25 1999 2000 25 1998 50 32 39 47 64 54 39 44 2011 75 2010 EUR in billions 150 49 29 9 Funded Senior and Second Lien Bank Debt 2014 2013 2012 2009 2008 2007 2006 2005 2004 2003 2002 2001 0 Other Sources Source: Standard & Poor’s LCD Note: Reflects total sources of funding of initial and secondary buyouts by a private equity firm — excludes recaps, refinancing, etc. Debt Multiples Debt multiples on new corporate LBO loans in the United States and Europe increased noticeably in 2014 (Charts XIII and XIV) as deal volume increased. In the United States they advanced to nearly their pre-Crisis peak (and exceeded their previous 1997 peak) while a significant gap remained between middlemarket and large buyout multiples. Though debt multiples increased in Europe, they are still significantly below their pre-Crisis levels. © 2015 Probitas Partners 15 Private Equity Forecast & Desk Book for 2015 Chart XIII Average Debt Multiples of U.S. Corporate LBO Loans Multiple of EBITDA 7x 6x 5x 4x Middle-Market LBOs (Issuers with EBITDA <$50 MM) 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 2000 1999 1998 1997 3x Large LBOs (Issuers with EBITDA >$50 MM) Source: Standard & Poor’s LCD Chart XIV Average Debt Multiples of European Corporate LBO Loans 7x 6.1 2003 4.0 4.5 4.6 4.7 2013 4.2 4x 4.4 2012 4.2 4.3 5.2 4.6 2011 4.4 2002 5.2 2001 4.8 2000 Debt/EBITDA 5x 5.5 2010 6x 5.1 3x 2x 1x Source: Standard & Poor’s LCD Private Equity Forecast & Desk Book for 2015 16 © 2015 Probitas Partners 2014 2009 2008 2007 2006 2005 2004 1999 0x U.S. Venture Capital The U.S. venture capital market remains the largest, deepest, and longest-lived sector for venture investing and consequently sets the patterns for much of that market globally. After three years of flat fundraising, around the $20 billion level, venture fundraising increased significantly in 2014 (Chart XV). However, this surge is still significantly below the amounts raised at the peak of the Internet Bubble in a fundraising trend line totally different from the buyout markets. U.S. venture returns (Table I) give further insight. 10-year horizon returns for venture capital have been weak since the bursting of the Internet Bubble in 2000, punctuated by negative 10-year horizon returns in 2010, though they have been steadily clawing their way back. The strong IPO market in the second half of 2013 and early 2014, evidenced by high level of current 1-year returns in the table, helped drive the surge in 2014 fundraising. A look at the ten largest funds raised in 2013 and 2014 (Table II) highlights other differences in fundraising between these two years. Though in both years the ten largest funds made up roughly 40% of overall fundraising, the 2014 funds skew much more towards late stage and growth capital investing. Probitas Partners’ recent private equity survey highlights investor interest in venture capital sectors going into 2015 (Chart XVI). Notable is the lack of interest in pure cleantech funds as well as that 34% of respondents say they do not invest in venture capital, down from 44% last year. For the first time this year we also asked about interest in venture debt funds, which as expected, was quite low. Chart XV Commitments to U.S. Venture Capital 80 70 73.7 USD in billions 60 50 48.0 40 40.2 30 26.7 20.7 20 5.4 6.7 1995 1996 33.1 33.0 24.7 17.6 12.8 10 30.6 20.0 21.9 19.7 13.0 11.6 11.4 4.6 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 2000 1999 1998 1997 0 Source: Private Equity Analyst © 2015 Probitas Partners 17 Private Equity Forecast & Desk Book for 2015 Table I U.S. Venture Capital Index Returns: IRR For the Period Ending Quarter 1-Year 3-Year 5-Year 10-Year 15-Year 20-Year June, 30 2014 3.0 29.2 13.8 14.8 10.3 13.1 34.0 June, 30 2013 4.3 8.9 13.5 5.7 7.8 22.8 30.1 June, 30 2012 0.6 6.0 12.7 4.9 5.3 27.5 27.9 June, 30 2011 7.0 26.3 4.3 7.4 1.3 30.9 27.4 June, 30 2010 0.4 6.4 -2.7 4.4 -4.2 38.1 24.3 June, 30 2009 0.2 -17.1 1.3 5.7 14.3 36.3 22.7 Source: NVCA, Cambridge Associates Table II Venture Capital Concentrations Ten Largest VC Fundraises of 2013 Fund Ten Largest VC Fundraises of 2014 Capital Raised USD MM Capital Raised USD MM Fund Insight Venture Partners VIII $2,576 Tiger Global Private Investment Partners IX $2,500 Greylock IV $1,017 Technology Crossover Ventures VIII $2,230 $735 Andreessen Horowitz Fund IV $1,500 General Catalyst Group VII $675 Tiger Global Private Investment Partners IX $1,500 SAP Ventures Fund II * $651 J.P. Morgan Digital Growth Fund II $1,184 Battery Ventures X $650 Accel Growth Fund III $1,000 Sequoia Capital US Venture Fund XIV $553 Founders Fund V $1,000 Third Rock Ventures III $516 KPCB Digital Growth Fund II $750 Matrix Partners X $450 Bain Capital Venture Partners 2014 $718 Spark Capital IV $450 Canaan X $675 Orbimed Private Investments V Total Top Ten $8,273 Total Top Ten $13,057 Total Number of Funds That Raised Capital 205 Total Number of Funds That Raised Capital 317 Ten as Percent of Total Fundraising 42% Ten as Percent of Total Fundraising 40% Source: Probitas Partners; * SAP AG is the sole investor in the fund Private Equity Forecast & Desk Book for 2015 18 © 2015 Probitas Partners Chart XVI Most Attractive Venture Capital Sectors In venture capital, I focus on funds active in the following sectors or stages (choose all that apply): Funds investing in multiple sectors 15 29 Technology only funds 19 Life science only funds 1 Cleantech only funds 2 Venture debt funds 25 Multi-stage 35 Late stage 31 Mid-stage 39 Early stage 17 Seed stage 4 Only historic returns no matter the sector 6 Venture capital via fund-of-funds 34 I do not invest in venture capital 0 Other 0 10 20 30 40 50 Percentage of Respondents (%) Source: Probitas Partners’ Private Equity Institutional Investor Trends for 2015 Survey © 2015 Probitas Partners 19 Private Equity Forecast & Desk Book for 2015 Distressed Private Equity Investor activity in distressed private equity tends to be cyclical, surging as recessions roll through different economies or industry sectors, and then receding to more normal baseline levels. However, the Global Financial Crisis and its long aftermath have been anything but normal: The risks presented by the Global Financial Crisis were so intense that governments worldwide pumped unprecedented levels of liquidity into the system, an action that spurred more refinancings than bankruptcies. Correlations across different geographies and asset types seemed to converge in late 2008 and early 2009, reducing the benefits of diversification. Banking regulators globally eased pressure on banks’ distressed loan portfolios in the face of the Global Financial Crisis, granting them more leeway to “kick the can down the road” or “amend, extend and pretend” rather than deal proactively with troubled assets. As a result, the “wall of debt maturities” that has frequently been discussed has been continually pushed back by ongoing waves of government created liquidity. To date, the “100-year flood” of distressed opportunities broadly anticipated in 2008 has become a more protracted affair, even as the Eurozone slipped into a second recession along with renewed central bank action. Where Do We Stand Now? Fundraising was up slightly for distressed private equity funds in 2014 (Chart XVII), driven by larger interest in distressed debt and opportunistic credit funds. The largest funds tend to have global mandates with the ability to shift resources depending upon where opportunities present themselves. The North American market remains the largest and longest-lived distressed private equity market (Charts XVIII and XIX). Asia is a newer geography for distressed investing, and most funds focused on Asia are special situations vehicles. Many funds in the distressed sector run hybrid strategies that combine various skill sets to address different sectors. Going into 2015, investors seeking exposure in “pure play” distressed strategies remained most focused on value-added approaches that can generate attractive multiples (Chart XX). Distressed debt for control strategies, though popular with investors, are becoming more difficult to execute as increased competition makes it more difficult for fund managers to build positions that will give them a controlling stake in a company at an attractive valuation. Private Equity Forecast & Desk Book for 2015 20 © 2015 Probitas Partners “The ‘100-year flood’ of distressed opportunities broadly anticipated in 2008 has become a more protracted affair” For the first time in Probitas Partners’ surveys, no respondents indicated an interest in distressed debt trading strategies. Opportunities for distressed investing do not march in lock step globally or in different market sectors. Many investors feel that the phased implementation of Basel III over the next couple of years will result in increased asset sales from European banks, and activity in that sector increased in 2014. The pattern of strongly increasing high-yield bond issuance followed by a sharp increase in default rates (Chart XXI provides the U.S. example) did not occur this cycle. Default rates remain extremely low, in large part because much of the bond and loan issuance over the last five years has been driven by refinancings instead of new issuance, a situation driven in large part by central bank liquidity policies and regulatory forbearance. In reaction, certain strategies in distressed private equity have broadened beyond corporate debt and also toward stressed but not distressed situations, moving a bit more into the private debt arena. Abnormally low interest rates have papered over problems at a number of companies, but have not solved those problems. As central banks move to allow higher interest rates, default rates are likely to increase as well. Chart XVII Global Distressed Private Equity Fundraising 60 51.4 USD in billions 50 39.0 40 34.7 30 19.3 20 10 5.4 7.9 10.3 23.1 24.3 2010 2011 28.5 28.3 2013 2014 7.9 0 2003 2004 2005 2006 2007 2008 2009 2012 Turnaround/Special Situations Distressed Debt/Opportunistic Credit Source: Probitas Partners © 2015 Probitas Partners 21 Private Equity Forecast & Desk Book for 2015 Chart XVIII Capital Raised for Distressed Debt/Opportunistic Credit Funds, 2014 by Geography (In terms of USD raised): 56% North America Global 30% Europe 12% Asia 2% Source: Probitas Partners, PREQIN, Private Equity Analyst Chart XIX Capital Raised for Turnaround/Special Situations Funds, 2014 by Geography (In terms of USD raised): North America 52% Global 13% Europe 16% Asia 19% Source: Probitas Partners, PREQIN, Private Equity Analyst Private Equity Forecast & Desk Book for 2015 22 © 2015 Probitas Partners Chart XX Distressed Investments Within the distressed debt/restructuring sector, I am most interested in (choose no more than two): Distressed debt for control funds (loan-to-own) 54 Restructuring/turnaround funds (focused on equity, not debt) 52 Opportunistic credit (mispriced debt, small loan portfolios, etc.) 32 Distressed debt: active/ non-control funds 22 17 I do not invest in this sector 5 Distressed debt hedge funds Distressed debt trading funds 0 Other 0 0 10 20 30 40 50 60 Percentage of Respondents (%) Source: Probitas Partners’ Private Equity Institutional Investor Trends for 2015 Survey Chart XXI High-Yield Bond Issuance and Annual Default Rates: 1980–2014 15 350 USD in billions 250 10 200 150 5 100 Percentage (%) 300 50 0 1980 1981 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 0 New Issue Volume Default Rate Source: NYU Stern School, Moody’s, Standard & Poor’s © 2015 Probitas Partners 23 Private Equity Forecast & Desk Book for 2015 Asia Asia is distinctively split between the developed economies of Australia, Japan, and South Korea and the emerging markets of China, India, and Southeast Asia. In the emerging markets, growth capital — not control buyouts — continues to drive overall activity. As noted in Chart III (on page 8), commitments for Asia-focused funds remained fairly flat in 2014, but is still 30% less than 2011 peak. “China is still the primary focus for investors targeting Asia” There was a marked shift in geographic focus between 2011 and 2014 (Charts XXII and XXIII) from Greater China funds to Pan-Asian funds, driven by the closings of a number of Pan-Asian funds such as Barings, Carlyle Asia, CVC Asia, Morgan Stanley Asia, and TPG Asia. However, growth capital funds regained their spot as the most popular fund strategy (Chart XXIV). Fundraising for China-focused funds denominated in both U.S. dollars and RMB increased in 2014 due to a steep increase in funds denominated in U.S. dollars (Chart XXV). However, continued concerns over slowing economic growth meant that fundraising focused on China was still 45% off its 2011 peak. Even with these declines, China is still the primary focus for investors targeting Asia (Chart XXVI). Pan-Asian funds continue to be of strong interest to investors and, because these funds tend to be very large, they have an outsized impact on fundraising totals. Southeast Asia continues to attract significant interest in our investor surveys, while the Australian market is also targeted by a number of the respondents to Probitas Partners’ latest survey. Interest in Japan, which had rebounded going into 2014 in reaction to hopes for a positive impact on private equity of Abenomics, has fallen back as investors looked forward to 2015. Interest in India, on the other hand, has picked up in the wake of its latest general election. Chart XXII Asian Fund Commitments by Geography, 2014 Chart XXIII Asian Fund Commitments by Geography, 2011 61% 43% 32% 5% 6% 2% 4% 12% 9% 6% 17% 3% Greater China Pan-Asia Japan and South Korea South Asia Australasia Source: Asia Private Equity Research Note: South Asia covers India, Pakistan, Sri Lanka and Bangladesh Private Equity Forecast & Desk Book for 2015 24 © 2015 Probitas Partners Southeast Asia Chart XXIV Fund Strategies for Asia-Focused Funds, 2014 46% 3% Growth/Expansion Buyouts 21% Seed/Early Stage 30% Mezzanine Source: Asia Private Equity Research Chart XXV Commitments to China-Focused Funds by Fund Denomination 40 34.2 35 USD in billions 30 25 6.5 17.9 16.3 13.1 15 10 21.9 19.1 20 12.2 8.7 5 0 2006 2007 2008 2009 2010 2011 2012 2013 2014 Foreign Currency RMB Source: Asia Private Equity Research © 2015 Probitas Partners 25 Private Equity Forecast & Desk Book for 2015 Chart XXVI Most Attractive Asian Markets Which Asian markets do you find most attractive at the moment (choose no more than three): 47 China 38 28 Pan-Asian funds 20 25 Southeast Asia 22 19 Australia 21 13 India 7 12 South Korea 14 11 Japan 21 8 Indonesia 2 4 Vietnam 2 0 Taiwan 1 2 Asia via global funds 4 5 Asia via fund-of-funds 6 18 I do not invest in Asia 22 1 Other 2 0 10 20 30 Percentage of Respondents (%) 2015 2014 Source: Probitas Partners’ Private Equity Institutional Investor Trends for 2015 Survey Private Equity Forecast & Desk Book for 2015 26 © 2015 Probitas Partners 40 50 Europe Europe is the most developed private equity market with the longest history after the United States and is dominated by buyout funds. It is also a market under lingering pressure from a slow recovery after the Global Financial Crisis. As detailed in Chart II (on page 7), buyout/growth capital fundraising decreased nearly 30% in 2014, triggering a steep decline in overall European fundraising. As Chart XXVII shows, the reason for that was a significant decline in Pan-European and larger regionally focused funds. A number of these funds raised amounts of capital in 2013 and had cleared the market as 2014 began. On the other hand, amounts committed to country-focused funds actually increased by over 20% during the year. Though this sector dominates the market in Europe in terms of number of funds, each individual fund tends to be much smaller than its Pan-European brethren. Looking forward, our survey indicated strong interest in middle-market countryfocused funds, especially those targeting the stronger economies of Northern Europe (Chart XXVIII) — with interest in Central and Eastern Europe being notably weak even before the ongoing dispute between Russia and Ukraine. The most noticeable shift in interest between 2014 and 2015 was an increase in those targeting Spain, a trend that is even more marked among European respondents to our survey. It reflects the feeling that Spain has bottomed out and attractive private equity opportunities are increasing. Venture capital fundraising in Europe fell in 2014, the opposite of the trend in the United States (Chart XXIX). Investors were most interested in European venture funds that focus on technology, but it remains very much a niche at a fraction of U.S. fundraising. The best European fund managers continue to struggle to achieve comparable returns to top tier U.S. managers. Chart XXVII Commitments to European Corporate Finance Funds by Geography 70 63.9 60 53.0 56.6 57.4 45.5 EUR in billions 50 40 30 35.8 31.0 22.9 20 18.0 15.2 14.9 2009 2010 32.8 10 0 2003 2004 2005 2006 Pan-European 2007 2008 Regionally-Focused 2011 Country-Focused 2012 2013 2014 Other Source: Probitas Partners Note: “Other” includes commitments to funds with a geographical focus on Eastern Europe, Cyprus, Greece, and Turkey © 2015 Probitas Partners 27 Private Equity Forecast & Desk Book for 2015 Chart XXVIII Most Attractive European Markets For European country/regionally-focused funds, I find the most attractive markets to be (choose no more than three): 59 60 Nordic Region 66 United Kingdom 49 37 Germany 48 22 21 Benelux 15 Europe via Pan-European funds 17 10 France 7 12 Spain 7 4 4 Italy 5 Central Europe (Poland, Czech Republic, Hungary, etc.) 3 2 2 Eastern Europe (Russia, Ukraine, Georgia, etc.) 1 Europe via fund-of-fund 2 11 10 I do not invest in Europe 4 Other 2 0 10 20 30 40 50 Percentage of Respondents (%) 2015 2014 Source: Probitas Partners’ Private Equity Institutional Investor Trends for 2015 Survey Private Equity Forecast & Desk Book for 2015 28 © 2015 Probitas Partners 60 70 Chart XXIX Commitments to European Venture Capital Partnerships 8 6.7 7 EUR in billions 6 5 4.5 4 3.5 3 2 3.5 2.8 2.5 1.5 0.9 1 0.9 1.0 2009 2010 1.7 1.5 0 2003 2004 2005 2006 2007 Life Sciences 2008 Technology Cleantech 2011 2012 2013 2014 Diversified Source: Probitas Partners © 2015 Probitas Partners 29 Private Equity Forecast & Desk Book for 2015 Emerging Markets Private equity fundraising for emerging markets in its various country or regional sectors are a series of niche markets for which investor interest can vary strongly year-to-year based upon economic, political, regulatory, or technical factors. Sanctions against Russia over the Ukraine conflict and the closure of the IPO market in China in 2013 provide some recent negative examples. 2014’s surge of Latin American fundraising, driven in large part by the fact that three of the five largest managers in Latin America all launched substantial funds last year that accounted for more than 60% of total fundraising, is a positive example. Though a number of investors still have concerns about China’s economy, interest in China significantly rebounded going into 2015 (Chart XXX). China is by far the most developed private equity sector in the emerging markets; funds targeting China raised $17.9 billion last year. At the other end of the BRICs scale is Russia. It has never been a major target for private equity investors, but in this year’s survey literally no respondents were targeting it. A quarter of the respondents to the survey were not interested at all in investing in the emerging markets — though that is an improvement on the 32% who had no interest in emerging markets in last year’s survey. There is increasing interest in the Andes region in Latin America as a number of investors look to diversify their exposure away from heavy concentrations on Brazil. The EMPEA has reported that 2014 was the largest year ever for commitments raised for funds focused on Sub-Saharan Africa, with $4 billion raised. Private Equity Forecast & Desk Book for 2015 30 © 2015 Probitas Partners Chart XXX Emerging Markets Which emerging markets do you find most attractive (choose no more than four): 44 China 33 22 23 Brazil 16 Pan-Latin America 18 15 Indonesia 11 15 India 9 14 Southeast Asia 20 13 Pan-Asia 11 Central Europe (Poland, Czech Republic, Hungary, etc.) 10 6 8 Turkey 5 8 Colombia 7 7 South Korea 12 6 Mexico 9 6 Sub-Saharan Africa 7 5 Vietnam 7 Emerging market via funds-of-funds 3 5 3 Peru 5 3 MENA 2 Eastern Europe (Russia, Ukraine, Georgia, etc.) 2 2 I only invest in global emerging market funds 2 3 1 Chile 8 0 Russia 6 I do not invest in emerging markets 25 32 0 Other 2 0 5 10 15 20 25 30 35 40 45 50 Percentage of Respondents (%) 2015 2014 Source: Probitas Partners’ Private Equity Institutional Investor Trends for 2015 Survey © 2015 Probitas Partners 31 Private Equity Forecast & Desk Book for 2015 Private Debt Markets Private debt markets are going through a period of turmoil and expansion that is creating new opportunities. In response to stresses at banks in North America and especially Europe, a number of new private vehicles have been launched targeting direct lending/senior debt while other sub-sectors have gained in importance as well. Probitas Partners tracks fundraising in six different private debt sectors: Mezzanine, targeting subordinated debt with equity kickers. Direct lending/senior debt, targeting senior debt investments made either directly or through secondary markets. Unitranche/structured credit, funds that operate across the credit spectrum, often using preferred or common equity as well. Venture debt, usually targeting early stage venture capital backed companies with a focus on generating returns through equity warrants. Energy debt, funds focused on energy sector debt investments (unusual because most debt funds are diversified by industry). Royalty funds, which invest in royalty income streams from patented products, mainly in the life sciences sector, which often have bond-like characteristics. Fundraising for these sectors was strong in 2014, but off the all-time peak of 2013 (Chart XXXI). Though mezzanine is the longest-lived and historically the deepest sector of the market, direct lending/senior debt and unitranche/structured credit funds have eclipsed it over the last three years. Energy debt had by far its largest fundraising year in 2013 — but interest plunged substantially with the oil price fall in 2014. As far as geography is concerned, funds focused on North America and funds with a global mandate have tended to lead the market, but interest in Europe has surged over the last two years led by direct lending/senior debt funds (Chart XXXII). Asia and other emerging markets remain a small part of the market. Investor allocations to private debt vary tremendously, with certain investors placing investments into specific allocations to illiquid credit, others making commitments from special situations or tactical allocation buckets, while others make investments from private equity allocations — at least for certain strategies. There are a few investors who include distressed debt, real estate debt, and infrastructure debt into overall credit allocations, though many more investors consider these as part of distressed private equity, real estate, or infrastructure allocations, respectively. Private Equity Forecast & Desk Book for 2015 32 © 2015 Probitas Partners “Fundraising ... was strong in 2014, but off the all-time peak of 2013” Chart XXXI Global Private Debt Fundraising by Strategy 60 53.5 USD in billions 50 40 35.6 30 33.7 33.5 25.6 24.9 12.2 10 21.2 18.7 20 10.6 8.5 6.8 0 2003 2004 Mezzanine 2005 2006 2007 Direct Lending/ Senior Debt 2008 2009 Unitrache/ Structured Credit 2010 2011 2012 Venture Debt Energy Debt 2013 2014 Royalties Source: Probitas Partners Chart XXXII Global Private Debt Fundraising by Geography 60 53.5 USD in billions 50 40 35.6 30 33.7 33.5 25.6 24.9 12.2 10 21.2 18.7 20 10.6 8.5 6.8 0 2003 2004 2005 2006 Global 2007 2008 North America 2009 2010 Europe Asia 2011 2012 2013 2014 Other Source: Probitas Partners © 2015 Probitas Partners 33 Private Equity Forecast & Desk Book for 2015 Energy and Private Equity Over the past five years investing in the energy sector had been of increasing interest to private equity investors, especially vehicles targeting fracking and other alternative production strategies in North America. As detailed in the previous section on private debt, there was also strong interest in energy debt during 2012 and 2013. The dramatic drop in oil prices that began in the summer of 2014 has upset those trends. The price of oil has a history of being stable for long periods interspersed with periods of extreme volatility and sharp price movements (Chart XXXIII). Many of the sharpest movements have been driven by political issues, and though over the long run the trend has been towards increasing prices, many of the changes have quickly reversed themselves before settling in at a new equilibrium. The current fall in oil prices has been caused by dramatically increased production in the United States driven by alternative methods of production coupled with Saudi Arabia’s decision (for various reasons) to maintain production levels even as prices have fallen. Natural gas production and pricing in the United States tells a different story driven by similar factors. Chart XXXIV details U.S. natural gas prices over the last 20 years. Because natural gas is more difficult to transport overseas, its pricing is more dominated by local factors. Alternative production technologies and dramatically increased natural gas supply had a more immediate impact on U.S. natural gas prices, which have been relatively low over the last six years. The current steep decrease in oil prices is having a significant impact on a number of companies in private equity portfolios, dragging down reported performance. At the same time, it is also presenting new investment opportunities in energy companies under stress. In fact, there have recently been a few funds launched specifically targeting distressed energy investments, both in equity and debt. The depth of this opportunity, however, is highly dependent upon how long prices will be depressed and where prices stabilize — factors impossible to predict at this point. Private Equity Forecast & Desk Book for 2015 34 © 2015 Probitas Partners Chart XXXIII Crude Oil Prices, West Texas Intermediate, 1970–2015 Arab Oil Embargo Saudis unilaterally increase production Iran Crisis OPEC production cuts Invasion of Kuwait Increased worries over Oil shock, long-term Great supply; Iraq War Recession Arab Spring 140 Price per Barrel (USD) 120 100 80 60 40 20 Jan. ’14 Jan. ’12 Jan. ’10 Jan. ’08 Jan. ’06 Jan. ’04 Jan. ’02 Jan. ’00 Jan. ’98 Jan. ’96 Jan. ’94 Jan. ’92 Jan. ’90 Jan. ’88 Jan. ’86 Jan. ’84 Jan. ’82 Jan. ’80 Jan. ’78 Jan. ’76 Jan. ’74 Jan. ’72 Jan. ’70 0 Source: Federal Reserve Bank of St. Louis, current dollar basis Chart XXXIV Natural Gas Prices (Henry Hub), 1997–2014 14 USD per MM BTUs 12 10 8 6 4 2 Dec. ’14 Dec. ’13 Dec. ’12 Dec. ’11 Dec. ’10 Dec. ’09 Dec. ’08 Dec. ’07 Dec. ’06 Dec. ’05 Dec. ’04 Dec. ’03 Dec. ’02 Dec. ’01 Dec. ’00 Dec. ’99 Dec. ’98 Dec. ’97 Dec. ’96 0 Source: Energy Information Administration (EIA) © 2015 Probitas Partners 35 Private Equity Forecast & Desk Book for 2015 The Secondary Market The secondary market for private equity has expanded rapidly over the last decade as more sophisticated investors have turned to secondaries as an investment management tool. “Large, sophisticated investors are increasingly buying positions directly” Fundraising for secondary fund specialists rebounded strongly in 2014, though still below its all-time high of 2012 (Chart XXXV). Historically, fundraising in the sector has been volatile year-to-year driven more to the timing of a few large funds coming to market rather than any sharp change in investor interest. Secondary market transaction volume hit a dramatic new high in 2014, substantially above specialist secondary fundraising. This surge in transaction levels highlights the fact that large, sophisticated investors are increasingly buying positions directly instead of investing through specialized secondary funds (Chart XXXVI). When combined with amounts targeting secondaries through primary funds-of-funds, the amount of capital focused on secondaries in Chart XXXV is understated substantially. Chart XXXV Secondary Market Transaction Volume and Capital Raised by Secondary Fund Specialists 45 40 35 USD in billions 30 23.9 25 22.3 20.7 20 15.1 15 11.3 2.1 4.1 2002 2.2 6.4 4.5 2001 1997 2.6 2000 0.4 1999 0.8 1996 5 1998 10 3.5 5.6 7.4 6.1 11.2 6.9 Capital Raised Transaction Volume Source: Probitas Partners Private Equity Forecast & Desk Book for 2015 36 © 2015 Probitas Partners 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 0 Chart XXXVI Secondary Market Investments In the secondary market, my firm (choose all that apply): Actively purchases direct positions in funds in the secondary market 50 Actively invests in secondary funds 49 Has sold or is considering selling funds in our portfolio for portfolio management purposes 31 Actively purchases direct positions in companies in the secondary market 14 Provides advice to clients on secondaries 13 Is not active in secondaries in any manner 13 Other 0 0 10 20 30 40 50 60 Percentage of Respondents (%) Source: Probitas Partners’ Private Equity Institutional Investor Trends for 2015 Survey © 2015 Probitas Partners 37 Private Equity Forecast & Desk Book for 2015 Real Assets Real assets are a relatively new area of private equity investing with few funds in the sector having long track records, and consequently, long-term trend line analysis is not meaningful. The sector has developed impetus from sovereign wealth funds and public sector pension plans that are interested in assets that can act as an inflation hedge over a long investment horizon while providing some downside protection as well. In addition, many mature pension plans are interested in investments that generate some amount of current cash flow, as certain of these sectors do, to help meet their ongoing obligations to pensioners. There are also a number of opportunistic strategies developing in certain sectors that focus on allied industries — such as food processing, storage, or logistics as opposed to investing strictly in agricultural land — in the same way that many buyout funds have invested for a long time in midstream energy companies are one step removed from direct exposure to commodity prices. The sub-sectors of real assets that we track include: Agriculture: The newest sector with many first-time funds. The major focus is on producing farm or pastureland, though a number of funds will also invest in allied logistical areas. Certain of these funds focus on developed markets and fully developed producing properties, while other funds are more focused on transformative investments, often in emerging markets. Metals and Mining: Another newer area, though there are very few managers who have been active since the 1990s. As with agriculture, a few funds also invest in allied logistical areas. Many of these funds have some degree of exposure to emerging markets as these strategies are dependent on the location of the underlying resources. Oil and Gas: Though there are a number of private equity and infrastructure funds that invest broadly in energy, usually in midstream transactions, historically relatively few institutional funds invested solely in oil and gas exploration and production, though the fracking revolution in North America significantly changed that over the last five years. As covered previously, this sector is currently under some stress due to the sudden, steep decline in oil prices. Timber: Timber investing has the longest institutional investing history among real assets, though more of that investment has been made through separate accounts instead of through funds. The sector tends to be split into investments targeting slow growing hardwood and fast growing softwoods usually grown for pulp or chips. Private Equity Forecast & Desk Book for 2015 38 © 2015 Probitas Partners Shipping and Aviation Assets: A few investors consider the purchase of ships or aircraft real assets, though there are very few funds in this sector. Though the underlying assets are certainly physical, they are not commodities. These markets are very cyclical and certain fund managers are focused on this sector through distressed private equity funds and not from real asset platforms. Infrastructure and real estate investing are two other sectors that certain investors include conceptually within real assets. However, these two asset classes are larger and better established, and most investors have separate, dedicated allocations for them. Chart XXXVII shows the sector focus of real asset funds raised in 2014; a total of $8.2 billion was committed to the sector during the year. Though down considerably from 2013, oil and gas focused funds were still the largest sector of interest, followed by agriculture, which expanded during the year. It should be noted that there is a significant amount of fundraising done through separate accounts in the timber sector, so that activity is clearly understated. Few institutional investors have dedicated allocations to all the sub-sectors of real assets. Depending on the individual fund strategy, they may invest through their private equity allocation or through inflation-linked or special situations mandates that have a broad investing remit. A few of them have specific allocations for narrow sectors such as timber. Many of these funds have significant emerging markets exposure, reflecting the geographic location of assets with strong competitive advantage — such as Brazilian soybean farms or Chilean copper mines. Chart XXXVII Real Asset Fundraising, 2014 by Sector (In terms of capital raised in USD): 45% Oil and Gas 3% Agriculture 7% Mining and Minerals 8% Timber 14% 23% Diversified Shipping and Aircraft Source: Probitas Partners © 2015 Probitas Partners 39 Private Equity Forecast & Desk Book for 2015 Private Equity Forecast & Desk Book for 2015 © 2015 Probitas Partners Probitas Funds Group, LLC Probitas Funds Group, LLC PFG-UK Ltd. Probitas Hong Kong Limited 425 California Street Suite 2300 San Francisco, CA 94104 USA Tel: +1 415 402 0700 1120 Ave. of the Americas Suite 1802 New York, NY 10036 USA Tel: +1 212 403 3662 1 Berkeley Street London W1J 8DJ UK Tel: +44 (0)20 7016 9355 Nexxus Building Level 15 41 Connaught Road Central, Hong Kong Tel: +852 2533 3678 All rights reserved. Photocopy and reproduction permission is available from Probitas Partners by writing to John Murphy in the San Francisco office at [email protected]. Any reproduction of this publication without Probitas Partners’ prior consent is an infringement of copyright law. Confidential 2015 © Probitas Partners Private Equity Forecast and Desk Book for 2015
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