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BIBF: General Lecture
                           on Private Equity
                             Presented By Jose Paul Martin
                                  www.jpmartin.com




                                               ELSEWHERE:
                                              Blog: http://jpm.cc
                                      Twitter: http://twitter.com/avcion
                                 LinkedIn: http://www.linkedin.com/in/avcion

Tuesday, March 3, 2009
• Who am I??
                    • Quick Disclaimer
                    • Way Forward


Tuesday, March 3, 2009
• Who am I??
                    • Quick Disclaimer
                    • Way Forward


Tuesday, March 3, 2009
• iBanker / PE Professional / VC /
                         xManagement Consultant / Guest
                         Lecturer / Author / Blogger

                    • Merrill Lynch, ICRA, Arthur Andersen,
                         Ernst & Young, BDO,Venture Capital Bank

                    • 8 years of mistakes
                    • Loves Apple, Photography, Design

Tuesday, March 3, 2009
• Who am I??
                    • Quick Disclaimer
                    • Way Forward


Tuesday, March 3, 2009
• Who am I??
                    • Quick Disclaimer
                    • Way Forward


Tuesday, March 3, 2009
(Quick) Disclaimer

                    • All views, comments, ideas presented here
                         are personal and not that of VC Bank or
                         any former employer.
                    • All rights reserved. (Do not quote me!)


Tuesday, March 3, 2009
• Who am I??
                    • Quick Disclaimer
                    • Way Forward


Tuesday, March 3, 2009
• Who am I??
                    • Quick Disclaimer
                    • Way Forward


Tuesday, March 3, 2009
• Talk: 50 minutes on Private Equity (touching
                         upon Venture Capital) and the current
                         environment (crisis or not?)

                    • Interactive: 20 minutes (quiz, open house)
                    • Next Steps: 10 minutes


Tuesday, March 3, 2009
Talk...



Tuesday, March 3, 2009
• Private Equity (and Venture Capital)
                    • Current Crisis (Are We Immune?)
                    • Predictions for 2009


Tuesday, March 3, 2009
• Private Equity (and Venture Capital)
                    • Current Crisis (Are We Immune?)
                    • Predictions for 2009


Tuesday, March 3, 2009
What is Private Equity?

                         Private Equity is the ownership of
                         shares or interests in companies
                         that do not trade publicly on a
                         stock exchange, or over-the-counter,
                         among investment dealers.




Tuesday, March 3, 2009
Then...Venture Capital?

                         ... is Private Equity in early-stage
                         companies that are still developing
                         their products or services, yet have the
                         prospect of generating revenue in a few
                         years.




Tuesday, March 3, 2009
Venture              Buyout
                                     capital              capital




                         Seed /       Early-            Buyout       Turn-
                                               Expan-
                         Start-up     stage                         around
                                                sion


                         Private Equity Categories
Tuesday, March 3, 2009
How to invest in PE
                    • Fund Route (pooling investments that
                         reduce risk)
                         • don’t put all your eggs in one basket
                         • GPs & LPs
                    • Direct Route (stand alone investments
                         catered to individual investor tastes, risks)


Tuesday, March 3, 2009
An Example...
Tuesday, March 3, 2009
An Example...
                           Fund-of-funds
                                                                          Fund-of-funds
                           investments




                           Fund investments                                          Buyout
                                                                     Biotech                          Mixed
               Investor                             IT Fund*                          Fund*
                                                                      Fund *                          Fund*




                           Direct investments
                                                A   B   CD                                        M   N   OP
                                                                 E    F   GH     I    J   K   L


                                                               Investments in single companies
                *Example                                             (portfolio companies)



Tuesday, March 3, 2009
Who invests in PE?

                    • Hight Net Worth Individuals (Accredited)
                    • Banks & Financial Institutions
                    • Pension & Endowment Funds


Tuesday, March 3, 2009
Who’s the
                General
             Partner (GP)?
            A GP is the intermediary
         between investors* with capital
        and businesses seeking capital to
          grow. GPs tend to specialize in
             companies based on industry,
            sector, stage, size or geography.


                                                * Limited Partners: LP
Tuesday, March 3, 2009
General Partner (GP)
                    •                              •
                         GP is paid in the form        The GP usually draws
                         of a profit                    an annual advance of
                         participation, referred       1.5 to 2.0% of
                         to as carried                 committed capital as
                         interest, usually             management fees
                         ranging from 20 to 25%        used to select and
                         of profits realized            provide ongoing
                         when the underlying           management support
                         companies are sold.           to the underlying
                                                       companies.


                                  Commonly called - 20:2
Tuesday, March 3, 2009
Why invest in PE?

                    • Improve risk and reward ratio
                    • Balance portfolio with alternative assets
                    • Generate absolute returns
                    • Access non-public companies

Tuesday, March 3, 2009
Diversification!
                    • Stage of investment, seed, early, late,
                         etc...
                    • Geographical location of the
                         investment e.g. MENA, Europe, India, US
                    • Industry the investment is involved in.
                    • Vintage year, recessions and
                         depressions have produced the best.


Tuesday, March 3, 2009
The J-curve (Company)
                                                                               The Wall
                                             The Chasm
                                                          Venture Capital                  Public Markets
                                Angels                   Strategic Investors
                               Founders
                                                                                          IPO
                                                   Early
                                                   Stage                                           Secondary
                              Seed Capital                         Later Stage
                                                                                                    Offerings
                                                                     Mezzanine
   Revenue
                                                               C

                                                          B
                                                  A


                                                                                                     Time
                         Valley of Death



          Seed or Start-up: Market research and product development.
          Early Stage: Funding full-scale operations and selling products/services. Not yet profitable.
          Later Stage: Funding expansion and new products. Near break-even.
Tuesday, March 3, 2009
The J-curve (Investors)




Tuesday, March 3, 2009
PE Fund Structure
Tuesday, March 3, 2009
Private Equity Process
               Deal          Deal Due        Deal
            Origination      Diligence     Negotiation




            Deal Exit        Acquisition
                                           Deal Closing
          (IPO, TS, BB)      Monitoring



Tuesday, March 3, 2009
Review Rigor
                                                                                    Stage    %age reach
              Proactive Deal Sourcing                 Incoming Deals
                        (50)                               (50)


                                                                           Initial Review         100%
                                   Initial review (100)

                                                                           Initial Meeting         20%
                                   Initial meeting (20)
                                                                           Due Diligence           10%
                                                                             Term Sheet             3%
                                    Two Pager (10)


                                                                             Committee              2%
                                                    Deal Due Diligence /
                     Negotiation
                                                    Detailed Evaluation
                                                                              Investment            2%
                                      Investment
                                     Committee (4)



                                       Invest (2)


Tuesday, March 3, 2009
Post Acquisition
                         Monitoring Rigor
                    • Strategic & Financial Advice
                    • Corporate Governance (Board Level)
                    • Organization Structure & Processes
                    • Efficient Management Support
                    • Recruitment & Team Building
                    • Partner / Customer Intros
Tuesday, March 3, 2009
How PE creates VALUE
                    •                               •
                         Control investments            Buy into companies that
                         preferably (board seats        can serve as platform
                         with all the veto rights       acquisitions to
                         that come with it)             consolidate the sector
                                                        and reach the critical
                    •                                   mass necessary for IPO.
                         Value creation through
                         operational
                                                    •
                         improvement and top            Multiples arbitrage (buy
                         line growth (EBITDA            at 5-10x and float
                         growth)                        company at 15-20x)




Tuesday, March 3, 2009
The Basic Difference



Tuesday, March 3, 2009
Hedge Funds vs. Private
                 Equity,Venture Capital
      Category           VC      PE      HF
      Size               Small   Large   Large




Tuesday, March 3, 2009
Hedge Funds vs. Private
                 Equity,Venture Capital
      Category           VC       PE       HF
      Financial          Pure     Debt &   Debt &
      Structure          Equity   Equity   Equity




Tuesday, March 3, 2009
Hedge Funds vs. Private
                 Equity,Venture Capital
      Category           VC            PE         HF
      Lifecycle          Seed,         Expansion, Any Stage!
      Stage              Startup,      Mezzanine,
                         Early Stage   Late Stage




Tuesday, March 3, 2009
Hedge Funds vs. Private
                 Equity,Venture Capital
      Category           VC       PE         HF
      Kin                Angel,   LBOs,      Ponzi (just
                         Seed     MBOs,      kidding!),
                                  Growth,    Traders
                                  Turnaround




Tuesday, March 3, 2009
Hedge Funds vs. Private
                 Equity,Venture Capital
      Category           VC          PE            HF
      Company            Mostly      Mostly        Public &
      Types              Technology, Established   Private
                         Innovative Private        Companies,
                         Companies Companies       Currencies,
                                                   Commoditi
                                                   es, Debt


Tuesday, March 3, 2009
Hedge Funds vs. Private
                 Equity,Venture Capital
      Category           VC        PE       HF
      Risk               Very High Medium   Risk
                         Risk      Risk     Arbitrage




Tuesday, March 3, 2009
Hedge Funds vs. Private
                 Equity,Venture Capital
      Category           VC        PE        HF
      Reward             Very High High      Absolute
                         Returns   Returns   Returns




Tuesday, March 3, 2009
Hedge Funds vs. Private
                 Equity,Venture Capital
      Category           VC          PE          HF
      Typical            EBITDA      EBITDA      P/E,
      Valuation          Multiples, Multiples, EBITDA,
      Methods            Rounds of DCF,          Times
                         Financing, Recent       Investment
                         Recent      Transaction Multiples,
                         Transaction             Mark2Mark


Tuesday, March 3, 2009
Hedge Funds vs. Private
                 Equity,Venture Capital
      Category           VC             PE             HF
      Involvement        Hands-on           Strategic   Hands-off (why
                         (management, (strategy,        get them
                         recruitment,       corporate   dirty!)
                         strategy,          governance,
                         institutionalizati financial
                         on, corporate restructuring)
                         governance)




Tuesday, March 3, 2009
Hedge Funds vs. Private
                 Equity,Venture Capital
      Category VC               PE           HF
      Orientation Partners,     Investors    Traders
                  Strategic     (Financial
                  Acquisition   Acquirer)




Tuesday, March 3, 2009
Hedge Funds vs. Private
                 Equity,Venture Capital
      Category VC           PE     HF
      Investment Long       Long   Long &
      Position                     Short




Tuesday, March 3, 2009
Hedge Funds vs. Private
                 Equity,Venture Capital
      Category VC           PE       HF
      Investment 5 to 10    4 to 7   6 to 18
      Horizon    years      years    months




Tuesday, March 3, 2009
Hedge Funds vs. Private
                 Equity,Venture Capital
      Category           VC        PE         HF
      Due                Minimal & Long &     Short &
      Diligence          Limited   Detailed   Superficial




Tuesday, March 3, 2009
Hedge Funds vs. Private
                 Equity,Venture Capital
      Category           VC            PE            HF
      Control            Majority,     Majority,     Minority
                         Large         Controlling   Stake
                         Minority,     Stake,        (exceptions
                         Controlling   Board Seat    do exist)
                         Stake,
                         Board Seat


Tuesday, March 3, 2009
Hedge Funds vs. Private
                 Equity,Venture Capital
      Category           VC         PE         HF
      Exits              IPO, Trade IPO, Trade Simple
                         Sale       Sale, Buy Trade
                                    Back




Tuesday, March 3, 2009
Summary...
                    • What is Private Equity?
                    • What is Venture Capital?
                    • Private Equity Categories
                    • How to invest in Private Equity
                    • Examples
                    • Who invests in Private Equity?
Tuesday, March 3, 2009
Summary...
                    • Why invest in Private Equity?
                    • Benefits of Diversification
                    • The J-curve (Company & Investors)
                    • Private Equity Fund Structure
                    • Private Equity Process
                    • Rigor of Review & Post Acquisition Mon.
Tuesday, March 3, 2009
Summary...

                    • How does Private Equity create VALUE?
                    • What are the basic differences between
                         Private Equity,Venture Capital and Hedge
                         Funds?




Tuesday, March 3, 2009
• Private Equity (and Venture Capital)
                    • Current Crisis (Are We Immune?)
                    • Predictions for 2009


Tuesday, March 3, 2009
• Private Equity (and Venture Capital)
                    • Current Crisis (Are We Immune?)
                    • Predictions for 2009


Tuesday, March 3, 2009
Are we in a CRISIS?


                         Who switched off the light?



Tuesday, March 3, 2009
Tuesday, March 3, 2009
Tuesday, March 3, 2009
So... How does the
                           crisis affect PE?


Tuesday, March 3, 2009
Fundraising Slowdown




Tuesday, March 3, 2009
Leverage has declined,
                     requiring more Equity




Tuesday, March 3, 2009
Deal Value and Average
                       Size Declining




Tuesday, March 3, 2009
Quarterly Distributions
                       Decline!




Tuesday, March 3, 2009
So are we (MENA)
                             Immune??


Tuesday, March 3, 2009
MENA Growth Story
                    • MENA Growth
                     • 5% on average since 2000
                    • Oil funded surplus cushion
                    • Forecasted Growth (as per World Bank) :-
                         2008: 5.8%   2009: 3.9%   2010: 5.2%


Tuesday, March 3, 2009
Worldwide (growth?)
                              Story...

                    • NEGATIVE growth!
                    • Exceptions: China, India


Tuesday, March 3, 2009
Can history point to
                             the future?
                    • THEN: MENA - half a decade of petro-
                         dollar growth
                    • NOW: Worldwide
                     • banks are frantically deleveraging
                     • stock markets are plummeting - blocking
                          IPOs
                    • NOW: OIL prices have fallen off the cliff!
Tuesday, March 3, 2009
“MENA will be in for a severe
                         retrenchment, but will bounce
                         back by 2009 end.”


                                                    - HSBC

Tuesday, March 3, 2009
Face it! MENA PE
                          faces a challenging
                               period...


Tuesday, March 3, 2009
MENA PE
                          Transformation
                    • MENA PE is relatively new
                    • MENA was a place of fund raising
                    • Post 911, MENA is a place of doing deals
                    • Post 2002, OIL prices started soaring...
                    • MENA became CASH rich!

Tuesday, March 3, 2009
Why MENA PE is
                              unique?
                    • Family-owned companies (5,000 family
                         businesses with $500 bn assets) dominate
                         (75%) private sector {many are in fact LPs
                         in PE Funds!}
                    • Relationship-driven deals.
                    • Growth Driven Vs. Turnaround (LBO)
                         Driven.


Tuesday, March 3, 2009
Why MENA PE is
                              unique?
                    • Today approximately 100 funds with
                         $19.5 Billion

                    • BUT, Lack of interest in western-style
                         LBOs/leverage
                    • Small Deal Flow despite above.
                    • Shari’ah Compliance

Tuesday, March 3, 2009
So where will PE firms
                     focus? (Hint: MENA)
                    • Populous domestic-driven Egypt
                    • Demographic-driven wealthy KSA
                         •   Record budget in 2009 of $125 Billion

                         •   $500 Billion assets overseas

                    • Sectors: Oil & Gas, Healthcare, Education
                    • Youngest Population of 100mn (12 - 24 yr)
Tuesday, March 3, 2009
PE is welcome?



                           61%
           …of respondents welcome private equity investors in their sector
           as a good source of capital and long-term, supportive shareholders.

                                                  - KPMG Middle East Capital Flows Survey 2008


Tuesday, March 3, 2009
Is MENA PE Immune?



                         Yes / No
                                    …yeahs raise your hands!


Tuesday, March 3, 2009
Challenges for PE firms
                    •                                •
                         This is not your                LPs (Investors)
                         father’s private                need to be updated
                                                         on the new world of
                         equity world!
                                                         private equity returns.
                         Evolution applies to all.

                                                     •
                    •                                    Preserving as much
                         Explaining to Govts.
                         how PE adds value               equity and as many
                         to an economy and help          jobs as possible during a
                         recoveries. (Forums).           slowdown/recession/
                                                         depression.




Tuesday, March 3, 2009
• Private Equity (and Venture Capital)
                    • Current Crisis (Are We Immune?)
                    • Predictions for 2009


Tuesday, March 3, 2009
• Private Equity (and Venture Capital)
                    • Current Crisis (Are We Immune?)
                    • Predictions for 2009


Tuesday, March 3, 2009
Expect...
                            The Unexpected!
                    •                               •
                         As conventional bank's         2009/2010 will be a new
                         show reluctance to             vintage year!
                         finance - great
                                                    •
                         opportunities will arise       Back to basics - Cash
                         for private equity firms,       Flow Generative, No
                         as private companies           Debt, Replicable, Boring,
                         who wish to continue           Simple.
                         their growth (for
                                                    •
                         working capital finance,        Debt Covenant. PE
                         expansion etc) will            Firms with debt laden/
                         seek PE firms as an             leveraged portfolio will
                         option!                        lose (Forced Sellers).



Tuesday, March 3, 2009
Expect...
                            The Unexpected!
                                                    •
                    •                                   New deals will be
                         More EBOs (Equity
                                                        executed faster (no
                         Buy Outs) than LBOs
                                                        lengthy debates on
                         (Leveraged Buy Outs)!
                                                        valuation).
                    •    Entry Multiples
                                                    •   Few successful exits will
                         (Valuations) will be
                                                        take place. IPOs will not
                         significantly lower. Some
                                                        be an exit option in
                         Bargain Prices.
                                                        2009.

                                                    •   Carry??? What's that!




Tuesday, March 3, 2009
Expect...
                            The Unexpected!
                    •                              •
                         More PE firms will chose       PE Firms with capital to
                         Trade Sales as the exit       invest will be winners
                         route.                        (Plenty of Dry Gun
                                                       Powder).
                    •    Portfolio exposure to
                                                   •
                         private equity might          Fund raising will be
                         remain the same.              difficult. Investors may
                                                       or may not have liquidity
                    •                                  problems. Those who
                         More Supplier/Vendor
                                                       don't are being cautious.
                         Finance will be sought
                         (presents a win win for
                         both sides)



Tuesday, March 3, 2009
Expect...
                         The Unexpected!

                            2009?
                           Hmm....
Tuesday, March 3, 2009
Global Private Equity
                             Syndrome...
                    • Prematurely grey hair
                    • Inability to remember city or country in
                         which one is awakening
                    • Persistent daze / jet lag / hoarse throat.
                    • Equating sleep on an airplane with real
                         sleep


Tuesday, March 3, 2009
Global Private Equity
                             Syndrome...
                    • Inability to remember (or be present at)
                         birthdays, anniversaries, or school meetings
                    • Contact with new friends concerned about
                         holding charitable dinners in your honour
                         or naming school buildings for you
                    • Frequent musings about the fairness of pre-
                         nuptial agreements


Tuesday, March 3, 2009
Global Private Equity
                             Syndrome...
                    • Doubling of golf handicap every 6 months
                    • Ability to schedule annual physical only
                         every five years
                    • Frequent spousal / child discussions about
                         the value of sound estate planning



Tuesday, March 3, 2009
Interactive...



Tuesday, March 3, 2009
Tuesday, March 3, 2009
Quiz

                    1. What are the PE investment routes?
                    2. Is GREED good?
                    3. Why do funds invest in non-gulf region?
                    4. Is MENA PE immune from the current
                       crisis?



Tuesday, March 3, 2009
Next Steps...



Tuesday, March 3, 2009
• Find The Time To (TTT)...
                     • Visit and subscribe: jpm.cc
                     • Send your feedback: jpm@jpmartin.com
                     • Invite me for another class (or send me a
                         gracious email not to come!)

                    • Thank YOU!

Tuesday, March 3, 2009

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BIBF Presentation (With Video)

  • 1. BIBF: General Lecture on Private Equity Presented By Jose Paul Martin www.jpmartin.com ELSEWHERE: Blog: http://jpm.cc Twitter: http://twitter.com/avcion LinkedIn: http://www.linkedin.com/in/avcion Tuesday, March 3, 2009
  • 2. • Who am I?? • Quick Disclaimer • Way Forward Tuesday, March 3, 2009
  • 3. • Who am I?? • Quick Disclaimer • Way Forward Tuesday, March 3, 2009
  • 4. • iBanker / PE Professional / VC / xManagement Consultant / Guest Lecturer / Author / Blogger • Merrill Lynch, ICRA, Arthur Andersen, Ernst & Young, BDO,Venture Capital Bank • 8 years of mistakes • Loves Apple, Photography, Design Tuesday, March 3, 2009
  • 5. • Who am I?? • Quick Disclaimer • Way Forward Tuesday, March 3, 2009
  • 6. • Who am I?? • Quick Disclaimer • Way Forward Tuesday, March 3, 2009
  • 7. (Quick) Disclaimer • All views, comments, ideas presented here are personal and not that of VC Bank or any former employer. • All rights reserved. (Do not quote me!) Tuesday, March 3, 2009
  • 8. • Who am I?? • Quick Disclaimer • Way Forward Tuesday, March 3, 2009
  • 9. • Who am I?? • Quick Disclaimer • Way Forward Tuesday, March 3, 2009
  • 10. • Talk: 50 minutes on Private Equity (touching upon Venture Capital) and the current environment (crisis or not?) • Interactive: 20 minutes (quiz, open house) • Next Steps: 10 minutes Tuesday, March 3, 2009
  • 12. • Private Equity (and Venture Capital) • Current Crisis (Are We Immune?) • Predictions for 2009 Tuesday, March 3, 2009
  • 13. • Private Equity (and Venture Capital) • Current Crisis (Are We Immune?) • Predictions for 2009 Tuesday, March 3, 2009
  • 14. What is Private Equity? Private Equity is the ownership of shares or interests in companies that do not trade publicly on a stock exchange, or over-the-counter, among investment dealers. Tuesday, March 3, 2009
  • 15. Then...Venture Capital? ... is Private Equity in early-stage companies that are still developing their products or services, yet have the prospect of generating revenue in a few years. Tuesday, March 3, 2009
  • 16. Venture Buyout capital capital Seed / Early- Buyout Turn- Expan- Start-up stage around sion Private Equity Categories Tuesday, March 3, 2009
  • 17. How to invest in PE • Fund Route (pooling investments that reduce risk) • don’t put all your eggs in one basket • GPs & LPs • Direct Route (stand alone investments catered to individual investor tastes, risks) Tuesday, March 3, 2009
  • 19. An Example... Fund-of-funds Fund-of-funds investments Fund investments Buyout Biotech Mixed Investor IT Fund* Fund* Fund * Fund* Direct investments A B CD M N OP E F GH I J K L Investments in single companies *Example (portfolio companies) Tuesday, March 3, 2009
  • 20. Who invests in PE? • Hight Net Worth Individuals (Accredited) • Banks & Financial Institutions • Pension & Endowment Funds Tuesday, March 3, 2009
  • 21. Who’s the General Partner (GP)? A GP is the intermediary between investors* with capital and businesses seeking capital to grow. GPs tend to specialize in companies based on industry, sector, stage, size or geography. * Limited Partners: LP Tuesday, March 3, 2009
  • 22. General Partner (GP) • • GP is paid in the form The GP usually draws of a profit an annual advance of participation, referred 1.5 to 2.0% of to as carried committed capital as interest, usually management fees ranging from 20 to 25% used to select and of profits realized provide ongoing when the underlying management support companies are sold. to the underlying companies. Commonly called - 20:2 Tuesday, March 3, 2009
  • 23. Why invest in PE? • Improve risk and reward ratio • Balance portfolio with alternative assets • Generate absolute returns • Access non-public companies Tuesday, March 3, 2009
  • 24. Diversification! • Stage of investment, seed, early, late, etc... • Geographical location of the investment e.g. MENA, Europe, India, US • Industry the investment is involved in. • Vintage year, recessions and depressions have produced the best. Tuesday, March 3, 2009
  • 25. The J-curve (Company) The Wall The Chasm Venture Capital Public Markets Angels Strategic Investors Founders IPO Early Stage Secondary Seed Capital Later Stage Offerings Mezzanine Revenue C B A Time Valley of Death Seed or Start-up: Market research and product development. Early Stage: Funding full-scale operations and selling products/services. Not yet profitable. Later Stage: Funding expansion and new products. Near break-even. Tuesday, March 3, 2009
  • 27. PE Fund Structure Tuesday, March 3, 2009
  • 28. Private Equity Process Deal Deal Due Deal Origination Diligence Negotiation Deal Exit Acquisition Deal Closing (IPO, TS, BB) Monitoring Tuesday, March 3, 2009
  • 29. Review Rigor Stage %age reach Proactive Deal Sourcing Incoming Deals (50) (50) Initial Review 100% Initial review (100) Initial Meeting 20% Initial meeting (20) Due Diligence 10% Term Sheet 3% Two Pager (10) Committee 2% Deal Due Diligence / Negotiation Detailed Evaluation Investment 2% Investment Committee (4) Invest (2) Tuesday, March 3, 2009
  • 30. Post Acquisition Monitoring Rigor • Strategic & Financial Advice • Corporate Governance (Board Level) • Organization Structure & Processes • Efficient Management Support • Recruitment & Team Building • Partner / Customer Intros Tuesday, March 3, 2009
  • 31. How PE creates VALUE • • Control investments Buy into companies that preferably (board seats can serve as platform with all the veto rights acquisitions to that come with it) consolidate the sector and reach the critical • mass necessary for IPO. Value creation through operational • improvement and top Multiples arbitrage (buy line growth (EBITDA at 5-10x and float growth) company at 15-20x) Tuesday, March 3, 2009
  • 33. Hedge Funds vs. Private Equity,Venture Capital Category VC PE HF Size Small Large Large Tuesday, March 3, 2009
  • 34. Hedge Funds vs. Private Equity,Venture Capital Category VC PE HF Financial Pure Debt & Debt & Structure Equity Equity Equity Tuesday, March 3, 2009
  • 35. Hedge Funds vs. Private Equity,Venture Capital Category VC PE HF Lifecycle Seed, Expansion, Any Stage! Stage Startup, Mezzanine, Early Stage Late Stage Tuesday, March 3, 2009
  • 36. Hedge Funds vs. Private Equity,Venture Capital Category VC PE HF Kin Angel, LBOs, Ponzi (just Seed MBOs, kidding!), Growth, Traders Turnaround Tuesday, March 3, 2009
  • 37. Hedge Funds vs. Private Equity,Venture Capital Category VC PE HF Company Mostly Mostly Public & Types Technology, Established Private Innovative Private Companies, Companies Companies Currencies, Commoditi es, Debt Tuesday, March 3, 2009
  • 38. Hedge Funds vs. Private Equity,Venture Capital Category VC PE HF Risk Very High Medium Risk Risk Risk Arbitrage Tuesday, March 3, 2009
  • 39. Hedge Funds vs. Private Equity,Venture Capital Category VC PE HF Reward Very High High Absolute Returns Returns Returns Tuesday, March 3, 2009
  • 40. Hedge Funds vs. Private Equity,Venture Capital Category VC PE HF Typical EBITDA EBITDA P/E, Valuation Multiples, Multiples, EBITDA, Methods Rounds of DCF, Times Financing, Recent Investment Recent Transaction Multiples, Transaction Mark2Mark Tuesday, March 3, 2009
  • 41. Hedge Funds vs. Private Equity,Venture Capital Category VC PE HF Involvement Hands-on Strategic Hands-off (why (management, (strategy, get them recruitment, corporate dirty!) strategy, governance, institutionalizati financial on, corporate restructuring) governance) Tuesday, March 3, 2009
  • 42. Hedge Funds vs. Private Equity,Venture Capital Category VC PE HF Orientation Partners, Investors Traders Strategic (Financial Acquisition Acquirer) Tuesday, March 3, 2009
  • 43. Hedge Funds vs. Private Equity,Venture Capital Category VC PE HF Investment Long Long Long & Position Short Tuesday, March 3, 2009
  • 44. Hedge Funds vs. Private Equity,Venture Capital Category VC PE HF Investment 5 to 10 4 to 7 6 to 18 Horizon years years months Tuesday, March 3, 2009
  • 45. Hedge Funds vs. Private Equity,Venture Capital Category VC PE HF Due Minimal & Long & Short & Diligence Limited Detailed Superficial Tuesday, March 3, 2009
  • 46. Hedge Funds vs. Private Equity,Venture Capital Category VC PE HF Control Majority, Majority, Minority Large Controlling Stake Minority, Stake, (exceptions Controlling Board Seat do exist) Stake, Board Seat Tuesday, March 3, 2009
  • 47. Hedge Funds vs. Private Equity,Venture Capital Category VC PE HF Exits IPO, Trade IPO, Trade Simple Sale Sale, Buy Trade Back Tuesday, March 3, 2009
  • 48. Summary... • What is Private Equity? • What is Venture Capital? • Private Equity Categories • How to invest in Private Equity • Examples • Who invests in Private Equity? Tuesday, March 3, 2009
  • 49. Summary... • Why invest in Private Equity? • Benefits of Diversification • The J-curve (Company & Investors) • Private Equity Fund Structure • Private Equity Process • Rigor of Review & Post Acquisition Mon. Tuesday, March 3, 2009
  • 50. Summary... • How does Private Equity create VALUE? • What are the basic differences between Private Equity,Venture Capital and Hedge Funds? Tuesday, March 3, 2009
  • 51. • Private Equity (and Venture Capital) • Current Crisis (Are We Immune?) • Predictions for 2009 Tuesday, March 3, 2009
  • 52. • Private Equity (and Venture Capital) • Current Crisis (Are We Immune?) • Predictions for 2009 Tuesday, March 3, 2009
  • 53. Are we in a CRISIS? Who switched off the light? Tuesday, March 3, 2009
  • 56. So... How does the crisis affect PE? Tuesday, March 3, 2009
  • 58. Leverage has declined, requiring more Equity Tuesday, March 3, 2009
  • 59. Deal Value and Average Size Declining Tuesday, March 3, 2009
  • 60. Quarterly Distributions Decline! Tuesday, March 3, 2009
  • 61. So are we (MENA) Immune?? Tuesday, March 3, 2009
  • 62. MENA Growth Story • MENA Growth • 5% on average since 2000 • Oil funded surplus cushion • Forecasted Growth (as per World Bank) :- 2008: 5.8% 2009: 3.9% 2010: 5.2% Tuesday, March 3, 2009
  • 63. Worldwide (growth?) Story... • NEGATIVE growth! • Exceptions: China, India Tuesday, March 3, 2009
  • 64. Can history point to the future? • THEN: MENA - half a decade of petro- dollar growth • NOW: Worldwide • banks are frantically deleveraging • stock markets are plummeting - blocking IPOs • NOW: OIL prices have fallen off the cliff! Tuesday, March 3, 2009
  • 65. “MENA will be in for a severe retrenchment, but will bounce back by 2009 end.” - HSBC Tuesday, March 3, 2009
  • 66. Face it! MENA PE faces a challenging period... Tuesday, March 3, 2009
  • 67. MENA PE Transformation • MENA PE is relatively new • MENA was a place of fund raising • Post 911, MENA is a place of doing deals • Post 2002, OIL prices started soaring... • MENA became CASH rich! Tuesday, March 3, 2009
  • 68. Why MENA PE is unique? • Family-owned companies (5,000 family businesses with $500 bn assets) dominate (75%) private sector {many are in fact LPs in PE Funds!} • Relationship-driven deals. • Growth Driven Vs. Turnaround (LBO) Driven. Tuesday, March 3, 2009
  • 69. Why MENA PE is unique? • Today approximately 100 funds with $19.5 Billion • BUT, Lack of interest in western-style LBOs/leverage • Small Deal Flow despite above. • Shari’ah Compliance Tuesday, March 3, 2009
  • 70. So where will PE firms focus? (Hint: MENA) • Populous domestic-driven Egypt • Demographic-driven wealthy KSA • Record budget in 2009 of $125 Billion • $500 Billion assets overseas • Sectors: Oil & Gas, Healthcare, Education • Youngest Population of 100mn (12 - 24 yr) Tuesday, March 3, 2009
  • 71. PE is welcome? 61% …of respondents welcome private equity investors in their sector as a good source of capital and long-term, supportive shareholders. - KPMG Middle East Capital Flows Survey 2008 Tuesday, March 3, 2009
  • 72. Is MENA PE Immune? Yes / No …yeahs raise your hands! Tuesday, March 3, 2009
  • 73. Challenges for PE firms • • This is not your LPs (Investors) father’s private need to be updated on the new world of equity world! private equity returns. Evolution applies to all. • • Preserving as much Explaining to Govts. how PE adds value equity and as many to an economy and help jobs as possible during a recoveries. (Forums). slowdown/recession/ depression. Tuesday, March 3, 2009
  • 74. • Private Equity (and Venture Capital) • Current Crisis (Are We Immune?) • Predictions for 2009 Tuesday, March 3, 2009
  • 75. • Private Equity (and Venture Capital) • Current Crisis (Are We Immune?) • Predictions for 2009 Tuesday, March 3, 2009
  • 76. Expect... The Unexpected! • • As conventional bank's 2009/2010 will be a new show reluctance to vintage year! finance - great • opportunities will arise Back to basics - Cash for private equity firms, Flow Generative, No as private companies Debt, Replicable, Boring, who wish to continue Simple. their growth (for • working capital finance, Debt Covenant. PE expansion etc) will Firms with debt laden/ seek PE firms as an leveraged portfolio will option! lose (Forced Sellers). Tuesday, March 3, 2009
  • 77. Expect... The Unexpected! • • New deals will be More EBOs (Equity executed faster (no Buy Outs) than LBOs lengthy debates on (Leveraged Buy Outs)! valuation). • Entry Multiples • Few successful exits will (Valuations) will be take place. IPOs will not significantly lower. Some be an exit option in Bargain Prices. 2009. • Carry??? What's that! Tuesday, March 3, 2009
  • 78. Expect... The Unexpected! • • More PE firms will chose PE Firms with capital to Trade Sales as the exit invest will be winners route. (Plenty of Dry Gun Powder). • Portfolio exposure to • private equity might Fund raising will be remain the same. difficult. Investors may or may not have liquidity • problems. Those who More Supplier/Vendor don't are being cautious. Finance will be sought (presents a win win for both sides) Tuesday, March 3, 2009
  • 79. Expect... The Unexpected! 2009? Hmm.... Tuesday, March 3, 2009
  • 80. Global Private Equity Syndrome... • Prematurely grey hair • Inability to remember city or country in which one is awakening • Persistent daze / jet lag / hoarse throat. • Equating sleep on an airplane with real sleep Tuesday, March 3, 2009
  • 81. Global Private Equity Syndrome... • Inability to remember (or be present at) birthdays, anniversaries, or school meetings • Contact with new friends concerned about holding charitable dinners in your honour or naming school buildings for you • Frequent musings about the fairness of pre- nuptial agreements Tuesday, March 3, 2009
  • 82. Global Private Equity Syndrome... • Doubling of golf handicap every 6 months • Ability to schedule annual physical only every five years • Frequent spousal / child discussions about the value of sound estate planning Tuesday, March 3, 2009
  • 85. Quiz 1. What are the PE investment routes? 2. Is GREED good? 3. Why do funds invest in non-gulf region? 4. Is MENA PE immune from the current crisis? Tuesday, March 3, 2009
  • 87. • Find The Time To (TTT)... • Visit and subscribe: jpm.cc • Send your feedback: jpm@jpmartin.com • Invite me for another class (or send me a gracious email not to come!) • Thank YOU! Tuesday, March 3, 2009

Editor's Notes

  1. The majority of private equity investments are in unquoted companies. Private equity investment is typically a transformational, value-added, active investment strategy. It calls for a specialized skill set which is a key due diligence area for investors' assessment of a manager. The processes of buyout and venture investing call for different application of these skills as they focus on different stages of the life cycle of a company. Private equity has arrived as a major component of the alternative investment (comprising a variety of investment techniques, strategies and asset classes that are complimentary to the stock and bond portfolios traditionally used by investors) universe and is now broadly accepted as an established asset class within many institutional portfolios. Many investors still with little or no existing allocation to private equity are now considering establishing or significantly expanding their private equity programs. investing in securities through a negotiated process.
  2. Seed stage Financing provided to research, assess and develop an initial concept before a business has reached the start-up phase. Start-up stage Financing for product development and initial marketing. Companies may be in the process of being set up or may have been in business for a short time, but have not sold their products commercially and are not yet generating a profit. Expansion stage Financing for growth and expansion of a company which is breaking even or trading profitably. Capital may be used to finance increased production capacity, market or product development, and/or to provide additional working capital. This stage includes bridge financing and rescue or turnaround investments. Replacement Capital Purchase of shares from another investor or to reduce gearing via the refinancing of debt. Buyout A buyout fund typically targets the acquisition of a significant portion or majority control of businesses which normally entails a change of ownership. Buyout funds usually invest in more mature companies with established business plans to finance expansions, consolidations, turnarounds and sales, or spinouts of divisions or subsidiaries. Financing expansion through multiple acquisitions is often referred to as a \"buy and build\" strategy. Investment styles can vary widely, ranging from growth to value and early to late stage. Furthermore, buyout funds may take either an active or a passive management role.
  3. \"Blind pool\" investing When committing to a private equity fund, the commitment is typically to provide cash to the fund on notice from the general partner. Whilst launch documentation will outline the investment strategy and restrictions, investors give a very wide degree of discretion to the manager to select the companies that the investors will have a share in. Unlike some real estate partnerships, there is usually no ability at the launch of a private equity fund to preview portfolio assets before committing, because they have not yet been identified. Also, there is generally no ability to be excused from a particular portfolio investment after the fund is established.
  4. The spectrum of investors in private equity has expanded rapidly to include different types of investors with significant long-term commitments to the asset class. The majority of commitments to private equity funds based in respective geographical regions have come from institutions within the same region. This is evolving as investors seek a higher level of geographical diversification in their private equity portfolios.
  5. The fundamental reason for investing in private equity is to improve the risk and reward characteristics of an investment portfolio. Investing in private equity offers the investor the opportunity to generate higher absolute returns whilst improving portfolio diversification. Absolute Returns: Excessive volatility and poor investment performance experienced by quoted equity portfolios, many of which have index-tracking strategies or are benchmarked to an index (\"closet trackers\"), have led to a swing in favor of strategies that seek absolute returns. The private equity industry has brought corporate governance to smaller companies and provides an attractive manner of gaining exposure to a growth sector that went out of favor with market investors in the mid 1990s for reasons of liquidity. A much greater depth of information on proposed company investments is available to private equity managers. This helps managers more accurately assess the viability of a company's proposed business plan and to project the post-investment strategy to be pursued and expected future performance. This greater level of disclosure contributes significantly to reducing risk in private equity investment. Equivalent information in the public markets would be considered \"inside information\". By definition, investors in public markets will know less about the companies in which they invest.
  6. Stage There is negative correlation between returns from different stages of private equity. Diversification can therefore reduce risk within a private equity portfolio and this should be an important consideration. Geography Geographical diversification can be secured in Europe through the use of country-specific, regional and pan-European funds. Non-European exposure is also widely available, in particular through US funds, but also for example through Global, Israeli, Latin American and Asian funds. Manager Selecting a variety of managers will reduce manager specific risk. Vintage year Timing has an impact on the performance of funds, as opportunities for investment and exit will be impacted by external economic circumstances. For this reason it has become a normal practice to compare the performance of funds against others of the same vintage. There may be marked differences in performance from one vintage year to another. In order to ensure participation in the better years, it is generally perceived to be wiser to invest consistently through vintage years, as opposed to \"timing the market\" by trying to predict which vintage years will produce better performance. Industry In venture investing, most of the focus tends to be on technology based industries. These can be subdivided, for example into healthcare / life sciences, information technology and communications. Buyout funds tend to focus on technology to a lesser extent, providing exposure to such sectors as financial institutions, retail and consumer, transport, engineering and chemicals. Some have a specific sector focus.
  7. An investor is typically required to fund only a small percentage of its total capital commitment at the outset. This initial funding may be followed by subsequent drawdowns (the timing and size of which are generally made known to the investor two or three weeks in advance) as needed to make new investments. Just-in-time drawdowns are used to minimize the amount of time that a fund holds uninvested cash, which is a drag on fund performance when measured as an internal rate of return (\"IRR\"). Investors need to maintain sufficient liquid assets to meet drawdown obligations whenever called. Penalty charges can be incurred for late payment or, in extreme cases, forfeiture of an investor's interest in the fund. In most funds' early years, investors can expect low or negative returns, partly due to the small amount of capital actually invested at the outset combined with the customary establishment costs, management fees and running expenses
  8. As portfolio companies mature and exits occur, the fund will begin to distribute proceeds. This will take a few years from the date of first investment and the timing and amounts will be volatile. When drawdowns and distributions are combined to show the net cash flows to investors, this normally results in a \"J-curve\", illustrated in the chart below. As distributions normally commence before the whole commitment has been drawn, it is unusual for an investor ever to have the full amount of its commitment actually managed by the manager. In the illustration below, net drawn commitments peak at around 80%.
  9. Deal Origination or as some call it ‘Deal Sourcing’ is how we get our deals, a potential deal can either come through a company owner approaching us or from an intermediary who will try to bring both parties (Company and Deal Maker) to close the deal. In some cases, we may just approach companies who are expanding fast and wish to grow further. In a year, we come across hundreds of potential deals - but only a few are selected. Due Diligence is what you could call ‘doing your homework’. Before starting detailed negotiations, we try to make sure everything is fair and square. Although Auditors and Consultants are appointed to conduct the Financial, Tax, Legal and Technical Due Diligence - we also work side by side to understand the target company and its industry better. All the information collected at this time, is then used during negotiation. At the Deal Negotiation phase, we set out the terms and conditions (covenants, representations and warranties) and other deal terms that define (or make the deal). Contracts such as Investment Agreement, Share Purchase Agreement, Management Agreement, Advisory Agreement etc are drafted to include all items that put the deal together. Deal Closing is probably the easiest part but also contains an element of risk. It’s the conclusion of the deal, the signing of all Agreements and transferring funds* from the buyer to seller, conducting other administrative functions (usually done by a separate entity) like updating any articles of association etc. * So where do those funds come from? Well, there are two routes - the Fund route or the Private Placement route. And this is where the element of risk can step in. Most private equity firms have a Fund, that calls upon its HNWI to bring up money as committed earlier to fund these acquisitions. However some firms choose to place (sell) a stake in the ownership of the acquired company to certain individuals who might wish to participate only in a specific sector - what we commonly call the private placement. We do through this Special Purpose Vehicles (SPVs) that are nothing but legal entities to hold our stake in the company. Post Acquisition Monitoring requires the Deal Team (those who have worked on putting the deal together) to closely monitor the company, both from an operational and financial point of view against the expansion plan and budgets that were setup earlier by the company. Improvements to business, from Corporate Governance, Financial Reporting, Information Flow to Strategy are made at each level through either the company’s management or its board (where we have a seat). As the company matures (usually after 2 - 4 years) with the presence of the Deal Team, we prepare it for an Exit - either an IPO or a Trade Sale (sale to a larger party, multi-national or conglomerate) or in rare cases a Buy Back by the owners. By this time, the company will have grown quite a bit with still plenty of room to grow further. (There’s a saying, in a deal - always leave something extra for the person buying - it makes everyone happy.) And once we’ve exited the company, we return our investors money with the profit we gained for them after taking our fees for all the effort put in the above process. Then… we just repeat the process, albeit with a greater appetite for investments. (PS: Although this may seem like a linear process - it isn’t exactly so, primarily because we deal with a number of companies and each one is at a different stage in the private equity process.)
  10. Long-term investment In general, holding periods between investment and realization can be expected to average three or more years (although this may be shorter when IPO markets are especially healthy). Because the underlying portfolio assets are less liquid, the structure of private equity funds is normally a closed-end structure, meaning that the investor has very limited or no ability to withdraw its investment during the fund's life. Although the investor may receive cash distributions during the fund's life, the timing of these is normally uncertain. \"Liquidity risk\" is one of the principal risk characteristics of the asset class. Private equity should therefore be viewed as a longer-term investment strategy.
  11. Source: Thomson Venture Economics data as of 31, Dec 2008.
  12. 5%, according to IMF
  13. Small Deal Flow: Undeployed Capital, 69 investments worth $3.9 bn in 2007, vs. $500 mn in 2008.
  14. 19.5 Bn according to Preqin, a private equity data provider.
  15. Population: Double Edged Sword (Growth vs. Unemployment)
  16. Preservation: What PE firms do now will be remembered far more what is done in good times.
  17. Great Opportunities: Governments and others will increasingly see private equity as a solution to problems. The need for private equity is greater than ever. Enhanced recognition that private equity was not a cause of systemic risk - not a cause of the economic decline. Realistic expectations will be set for PE firms. Vintage: reduced prices will likely yield very high returns for private equity capital invested now and over the next 2 - 3 years. Cash, No Debt: many private equity transactions now available do not need new debt, or any debt. Leverage: pressure on banks to lend will result in enhanced credit availability for deals needing leverage - mostly likely by mid or later 2009. Debt will be on terms which ensure more discipline in the investment decision process.
  18. Hmm: Private Equity will emerge as the clearly preferred form of alternative investing.