Tricks of the Private Equity Trade, Part 1: Value Drivers

Buyers’ religion within the genius of personal fairness (PE) fund managers has reached ever better heights amid new data in fundraising, deal quantity, and asset valuations. These traits have continued in 2022 regardless of — or maybe due to — worldwide public market losses.

Except for maximizing fee income, the final word aim of leveraged buyout (LBO) operators is to optimize returns on the capital they handle on behalf of LP buyers. While the subtlety of the craft is not restricted to financial tricks, success in PE has lengthy been marketed by way of masterful delivery and finessing of the internal rate of return (IRR).

What’s in an IRR?

PE companies have a repertoire of instruments at their disposal to attain their goal returns. The next drivers signify the 5 pillars of worth creation from the fund supervisor’s standpoint:

1. Maximize Leverage at Inception and Refinance the Capital Construction Continuously

That’s, recapitalize by elevating additional debt with a purpose to pay out dividends — therefore the time period “dividend recap.” With this transfer, the PE agency partially realizes its funding. This may be controversial. Extreme indebtedness and frequent recapitalizations can stretch a borrower’s steadiness sheet and inhibit its capability to satisfy mortgage obligations or adequately fund development.

2. Full Bolt-On Acquisitions

That is greatest carried out at decrease entry multiples than that initially paid to purchase the portfolio firm, which makes these add-ons worth accretive. Worth can then be harvested by way of the synergies completed by merging the acquirer and the targets. That is usually the principle rationale of buy-and-build methods for LBOs within the $50 million to $500 million enterprise-value vary.

3. Enhance Efficiency and Bolster Money Flows

That is very important in the course of the possession interval. Operational positive factors might be effected by:

• Growing margins by way of higher price administration — relocating manufacturing amenities to lower-cost international locations, for instance — and economies of scale by rising quantity.
• Boosting money era by lowering working-capital necessities, chopping capital expenditures, minimizing money leakage, and coming into into sale and leaseback agreements.
• Discontinuing or disposing of unprofitable or low-margin actions. This follow earned some early LBO gamers the moniker “asset-stripper” and was widespread within the Nineteen Seventies and Eighties when conglomerates with unrelated and underperforming divisions have been offered off piecemeal. These days, few targets undergo from the identical lack of focus.
• Rising gross sales by way of refined value level methods, new product launches, and many others.

4. Purpose for Optimistic A number of Arbitrage

This means exiting a portfolio firm at a better valuation a number of than the one paid on the preliminary funding stage. Such arbitrage is determined by the financial cycle. In up cycles, PE managers will emphasize their expertise in securing any achieve. When such arbitrage turns unfavourable, nevertheless, they are going to blame poor market circumstances. Frankly, a number of growth is closely cycle-dependent.

5. Optimize the Funding Holding Interval

That is maybe an important pillar. Due to the time worth of cash, most fund managers search to partially or utterly exit investments as quickly as they’ll. What is supposed by the point worth of cash? That point holds worth and {that a} greenback immediately is value greater than a greenback a 12 months from now. Why? As a result of that greenback might be put to work for the subsequent 12 months, incomes curiosity or, by way of productive investments, rising into a couple of greenback over the course of the 12 months. It may additionally lose a few of its buying energy as a consequence of will increase in the price of residing over the identical interval — a important level immediately amid rising rates of interest and excessive inflation.

This worth driver additionally explains why monetary sponsors are obsessive about dividend recaps. Whereas all skilled PE companies place this parameter on the core of their funding technique, it’s each controversial and paradoxical. How can PE companies declare to be long-term worth creators in the event that they search a fast exit on the first alternative? Early portfolio realization, whether or not full or partial, vastly contributes to superior returns.

Constructing the Worth Bridge

PE companies embody a graph referred to as the “worth bridge” in personal placement memoranda. Fund managers use these paperwork to boost cash by demonstrating how they are going to apply the above components to create worth for his or her LP buyers.

One in all my earlier employers, Candover, was a top-10 European PE store earlier than being liquidated four years ago. Candover used barely completely different metrics from the 5 pillars listed above in its worth bridges, preferring to interrupt out worth accretion throughout 4 dimensions: gross sales development, margin enchancment, money era, and a number of arbitrage, or some mixture thereof. Utilizing this process, a worth bridge may resemble the next graph:

Classic Fund 2012: Hypothetical Worth Bridge, in US$ Hundreds of thousands

With out exact methodologies to apportion worth throughout the assorted drivers, worth bridges might be constructed and calculated in numerous methods. In its 2016 “Evaluating Private Equity’s Performance” report, KPMG outlined a worth bridge that solely analyzed worth creation throughout three dimensions: enhance in EBITDA, enhance in a number of, and alter in web debt and interim distributions.

The Swedish investment group EQT gave a pithy indication of how portfolio value enhancement was derived in its 2019 IPO prospectus, explaining that “98 p.c . . . resulted from firm growth (i.e., gross sales development, strategic repositioning and margin growth) versus 2 p.c from debt reimbursement.”

When going public final 12 months, the UK agency Bridgepoint stated that “From 2000 to 2020, an estimated 77 per cent of worth creation throughout worthwhile investments has been pushed by income development and earnings enchancment . . . with an additional 25 per cent pushed by a number of growth at exit on account of the repositioning of portfolio firms for development and professionalisation, barely offset by (2) per cent from deleveraging.”

Watch Out for the Downturn

Excluding loss-making investments from the worth bridge is a standard trick amongst fund managers to therapeutic massage efficiency reporting. Candover rationalized this conduct, stating that “attributing the lack of worth to the completely different worth drivers could be an arbitrary train.” It failed to elucidate why attributing the achieve of worth to completely different worth drivers wouldn’t itself be arbitrary!

Bridgepoint’s public submitting describes “worth creation throughout worthwhile investments,” which suggests that unprofitable offers have been additionally omitted of the evaluation. Within the aftermath of the worldwide monetary disaster (GFC), nevertheless, many PE companies recorded extra loss-making investments than worthwhile ones. Candover’s expertise exhibits what can occur to PE-backed, overleveraged firms in a extreme downturn:

Candover’s 2005 Classic Fund: The Final 10 Offers

The present sustained rise in rates of interest, the continuing market correction, and the portfolio write-offs that might ensue may effectively render worth bridges unfit for objective. The methodology can hardly replicate the true efficiency of fund managers in bear markets.

The shortage of correct directions — not to mention auditing requirements and procedures — in setting up worth bridges explains why it’s one among PE companies’ favourite advertising stratagems. Fund managers can readily manipulate the numbers and make questionable claims about EBITDA growth and development enhancement to “show” their capabilities by way of operational effectivity. Their current and potential LP buyers can’t problem the worth bridge’s formulation, calculations, and reporting codecs, however they’re nonetheless more likely to be positively influenced by them, even when unconsciously.

But the worth bridge’s largest flaw just isn’t the dearth of tips or the exclusion of unprofitable investments. Reasonably, by specializing in absolute capital positive factors, it fails to point out how personal fairness’s core instrument of worth creation — leverage — impacts returns. That would be the topic of the subsequent article on this collection.

Elements of this text have been tailored from The Debt Trap: How Leverage Impacts Private-Equity Performance by Sebastien Canderle.

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All posts are the opinion of the writer. As such, they shouldn’t be construed as funding recommendation, nor do the opinions expressed essentially replicate the views of CFA Institute or the writer’s employer.

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