0

DUPEVC Durham University

Private Equity & Venture Capital Group

MARKET REPORT May 2016

1

Contents

Executive Summary Page 1

Private Equity Globally Page 2

Western Europe Page 3

Case Study: Brait SE acquire New Look Group Ltd Page 5

Eastern Europe Page 6

Case Study: CVC Capital Partners acquires PKP Energetyka Page 8

Middle East and Africa Page 9

Case Study: Actis Partners acquires a minority stake in ‘Food Lover’s Market’ Page 11

The Americas Page 12

Case Study: Zimmer Holdings acquires Biomet Page 14

Asia-Pacific Page 15

Case Study: Bain Capital acquires FCI Asia Page 17

About the Team Page 18

2

Executive Summary DUPEVC is a student run organisation with three founding aims:

1. To research, produce and distribute an informative market report with genuine market insight - to be

accessible to all members and interested 3rd parties.

2. To source, liaise with and involve private equity and venture capital professionals with the aim of

adding value to the group through presentations, workshops and networking events.

3. To involve its members in the investment analysis and due diligence process of target selection for the

Durham Centre for Entrepreneurship.

If you are in any way willing to help us further these goals, please email without hesitation to:

dupevc.group@durham.ac.uk

3

Private Equity Worldwide Recent Developments The Private Equity industry has seen a large amount of volatility since the global financial crisis in 2008. In the

two years following the recession there were worries that a lot of portfolio companies and PE firms themselves

could go into liquidation. However, the industry has since shown that it can be very resilient. From 2011 the

PE industry appears to be gathering pace especially in the fundraising market; 2015 had a record of $1.3 trillion

of un-invested capital or ‘dry powder’.

This has made the job harder for General Partners (GPs) as they have large amounts of capital to be invested

with asset prices at record highs in most markets. As a result, there has been an increased need for PE firms

to select the correct deals and to have a big impact on portfolio companies post-deal.

2015

Source: Bain and Company Global Private Equity Report 2016

Trends and Predictions In 2016 and beyond interest rate raises in some markets will affect the investments firms make. Also there are

worries that there could be a recession in some markets on the horizon. However, in general the challenges

faced by PE firms today are similar to 2015. PE firms are expecting increases in funds raised but will need to

try and deploy this capital effectively in a market where firms are valued at record highs.

These challenges have led to an increase in the types of investment strategies firms are using, for example

73% of larger firms have said they were considering more involvement in credit/distressed investments in

2016 and 64% of larger firms are also looking to increase exposure to real estate assets (Private Equity Growth

Capital Council).

Another trend that is occurring in the majority of the finance sector is the increase of regulations. This may

make it slightly harder for smaller PE firms. Finally, it has also been noted that many PE firms believe that exit

volume will plateau and of these exits it is more likely that PE firms will look for sales to corporates as opposed

to an initial public offering.

Therefore, there are some challenges facing the private equity industry but firms that have selected the

correct trading strategies and are able to repeat value-creating processes should perform very well in the

remainder of 2016 and in 2017.

4

Western Europe2015 in Review Fundraising

In 2015, low rates didn’t materially influence

fundraising, the private equity sector has seen a

prolonged trend toward Limited Partners (LPs) and GPs

writing bigger cheques to a smaller circle of trusted

managers.

In 2015 total fundraising reached €51.6bn – the second

highest level for Europe in the past five years. The total

amount raised decreased by 18% compared to the

previous year, but the number of funds taking up new

capital increased by 12% to 298 reaching the highest

level since 2011.

Pension funds provided more than one third of funds

raised from institutional investors. Funds of funds

contributed 12%, followed by government agencies (11%) and insurance companies (10%).

Institutional investors outside Europe contributed 40% to the annual fundraising for Europe in 2014.

Venture capital received 9% of the total annual fundraising. The €4.1bn raised presented an overall

decrease of 12% compared to 2014. Fundraising for early-stage focused funds increased by 32% to

€2.3bn, reaching its highest level in the past six years.

Moreover, buyout fundraising decreased from €45.4bn in 2014 to €35.1bn representing nearly 80% of

all fundraising. Pension funds remained the largest institutional investor (36%) in European buyout

funds followed by 18% from funds of funds & other asset managers. North American institutional

investors contributed 33%.

Overall, growth fundraising increased by nearly 70% to €1.8bn, the highest level since 2011. The 25

funds raised capital mostly from government agencies, insurance companies and pension funds.

The Business services sector enjoyed heightened interest after a sharp drop in popularity in 2015.

Expectations for this industry seem to grow following megatrends such as digitisation. These findings

chime with announced figures for 2015, in which industrial production accounted for 21% and 16% of

buyouts by volume and value, respectively, and consumer accounted for 19% and 15%. Additionally,

these were the two of most popular sectors among last year’s survey cohort. A Germany-based

investment director explains these sector’s appeal: “we mainly invest in retail and industrial sectors

due to a growing market for retail, and rapid innovations and attractive valuation in industrials.

Through these sectors we can well achieve our investment objectives.

European PE fundraising by year

Source: EVCA / PEREP_Analytics.

80 80

19 22

42

25

5445

483

407

315 308337

266 266298

0

100

200

300

400

500

600

0

20

40

60

80

100

2008 2009 2010 2011 2012 2013 2014 2015

Total funds raised Total number of funds

5

Exits

With PE-backed exit value growing at a near 20% Compound Annual Growth Rate (CAGR) since 2010,

the seller’s market extended in 2015, as PE investors sought to take advantage of the froth the PE

market have seen in multiples. Total exit value last year came in at a record $554 billion across 2,320

completed sales, representing a year-over-year (YoY) climb of 7.5% and 8.6%, respectively.

With GPs unloading many of their top-tier holdings in 2013 and 2014, corporate acquisitions remained

the primary exit avenue for private equity in 2015, helping drive elevated deal multiples. Seeking

transactions that are strategic in nature, corporations are able to pay top dollar despite concerns

regarding sustained revenue growth and the quality of current earnings, if targets offer various

synergies or help drive efficiencies in existing process that can earn impactful cost savings.

Investments

PE buyers, however, are forced to be more selective. While many value driven and operational

managers are also deploying capital to new deals, these transactions typically occur at the lower ends

of the middle market, yet many dealmakers simply need to write bigger checks. That said, buyers are

wary of overpaying unless they have an operational advantage. The current competitive pricing

environment has dampened deal flow, which the European PE industry has seen show up in a

continued move lower in the investments-to-exit multiple.

Time taken to exit

Source: PitchBook.

Expected target industries for future investment

Source: PWC. Private Equity Trend Report 2016

6

2016 Outlook PE competition in Western Europe continued to be strong in the beginning of 2016, as there is over

$300 billion of dry powder that needs to be deployed, which is a substantial amount relative to the

current pace of M&A in the region. Attractive industries for M&A with PE involvement: technology and

media (65%), pharmaceuticals and healthcare (62%) and consumer goods and retail (60%), while it is

anticipated that fewer acquisitions in automotive (18%), chemicals (17%), energy and construction

(14%). Graph 3 shows the expected industry for future investment.

Roland Berger’s study suggests that: over 60% of PE experts expected increasing M&A transactions by

PE firms in 2016. According to the survey, top ranking attractive target markets are Germany,

Netherlands and UK. An investment director explained: The German market has huge resource in

developed infrastructure, which can be explored by PE firms and used to create value. Germany also

has a skilled workforce that can be further utilized for growth and expansions. Finally, economic

conditions are much better than other European countries. Graph 4 compares attractiveness of

different countries in the next 5 years.

However, political instability features for the first time as the most important factor ahead of economic

development. This is primarily what will influence the number of transactions complete for the coming

year. Other key challenges in the next 5 years are: increasing regulations in the industry, pressure for

lower fees, and scarcity of new investment opportunities.

For Venture Capital, Bloomberg PE report states that, with venture capital flooding into European start-

ups, some local VCs have hit on a formula to maximize profits: break off from older firms and go it

alone. Both US and European large venture capitalists with over $500 million to play with remain the

go-to firms in Western Europe, as they bet being larger is better in a market. The upstarts’ argument

is that more focused funds have a better chance at yielding the five-times or more return on

investment financial backers are looking for.

Graph 5: Expected sources of new deal opportunities in 2016

Source: PWC. Private Equity Trend Report 2016

Graph 4: Expected attractiveness of countries in

Western Europe for over the next five years

Source: PWC. Private Equity Trend Report 2016

7

Case Study: Brait SE acquire New Look Group Ltd

The company New Look, Britain’s second-biggest retailer of women’s clothing, is the leading fast fashion

multichannel retailer operating in the value segment of the UK clothing and footwear market with a

growing international presence, with more than 800 stores worldwide and a fast growing multi-

channel offering. New Look is attractive to Brait for the following reasons. Initially, New Look has the

leading UK market share and No. 2 overall womenswear and No. 1 in under-25s womenswear. Given

the strong performance, there continues to be double digit EBITDA growth in recent years and the

cash flow generation is considerably solid. In addition, New Look has strong growth prospects in

France, Germany, Poland and especially China, which is a priority market. Apax and Permira acquired

New Look’s shares in 2004, over the past 11 years, under the Apax and Permira Funds’ ownership,

New Look has gone through a significant transformation and became the leading fast fashion retailer

in the UK for the under 35s.

The Deal New Look and Brait SE (“Brait”) announce that an agreement has been reached whereby Brait will

acquire a 90% interest in New Look Retail Group Limited on 15th May 2015, Apax and Permira have

agreed to sell their stakes in Newlook to the investment company Brait for £780 million. The

transaction places an Enterprise Value on New Look of £1.9 billion.

Conclusion Due to solid cash flow generation and double digit EBITDA growth of New Look, it is expected that

New Look will continue to demonstrate the effectiveness of its strategies. Brait attempted to focus on

key strategic markets in China and Europe, which will be a good outcome for New Look.

Summary Announcement Date 15th May 2015

Effective Date 26thJune 2015

Target Company New Look Group Ltd

Acquirer Brait SE

Existing Investors ApaxPartners,Permira Advisers Ltd, Tom Singh(founder)

Final Deal Price

£780 million. Brait financed the Purchase Consideration

through facilities and cash on hand.

Deal Ratios (Last Twelve Months) ROI: 4.3x

8

Central/Eastern Europe and Russia 2015 in Review The first quarter of 2015 proved to be a relatively fertile period for IPOs of European private equity-

backed businesses, however, the listing of Indigo-backed Wizz Air marks a lonely success in the CEE

region. In Q2, dealflow slipped as aggregate value swelled. The total number of European private

equity deals fell by 24% in the second quarter of this year, while aggregate deal value jumped by 115%.

Total European private equity deal volume slipped by 10% in Q3 for 2015 compared with the previous

quarter, marking a continued decline in activity. Despite a cooling-off in Q4, overall stats for 2015

activity show aggregate value increasing by 38.4% while deal flow fell by 9.7%. Private equity buyout

volume and value in central and Eastern Europe are on track to surpass 2014’s performance but the

market still lacks the mega-deals seen before the financial crisis.

Biggest deals of 2015/2016: Estonian VC Karma Ventures held a first close on €40m for its inaugural fund, Karma Ventures I. One

of the main investors in the fund, Ambient Sound Investments, is a vehicle set up to manage the

venture portfolio of a group of Skype's founders.

US private equity outfit Providence Equity Partners acquired Baltic TV and broadband provider

Starman Group from listed Swedish asset manager East Capital Explorer in a €210m EV deal. The

transaction sees Providence buy East Capital's entire 63% stake in the company, two years after the

Swedish investor first invested in the Estonia-headquartered group. Providence will pay East Capital

€81m of cash in the deal, with the possibility of a further €5m in 2017 triggered by an earn-out clause.

Exit Activity M&A

While the 2015 global M&A market saw more deals with more value than any year since 2007, CEE

was relatively flat with a 3% decline in announced deals (2,138 transactions). However, there was also

a sharper 15% decline in total value of deals (from EUR 63bn to EUR 53.5bn). Poland, Hungary, Serbia

and Bosnia and Herzegovina saw an increase in deals – both in terms of value and volume – from 2014.

Some markets saw an increase in deal value and volume, but CEE M&A activity was down overall.

Private equity fund investment was up 16%. Investment by US based companies and funds increased

9

by 61%. A total of 288 deals were announced (a 16% increase), more than half of which constituted

new PE entries. The largest transactions predominantly attracted US and UK investors.

Trade sale

Mid Europa completed the sale of Bité Finance International BV ("Bite" or the "Group") to funds

affiliated with Providence Equity Partners.

Bite controls is a leading mobile operator in the Baltic countries (#2 in Lithuania and #3 in Latvia) that

focuses on meeting growing demand in the region by providing a high quality network experience and

providing excellent customer service. The Group offers a wide range of mobile services, internet

access and data services for business and residential customers through its nationwide coverage.

IPOs

TOP 10 IPOs in 2015

IPOs conducted in Poland represent more than half of the largest IPOs in the region. Significant mid

and high value transactions include the IPOs of Uniwheels, Wirtualna Polska S.A., KOFOLA

ČESKOSLOVENSKO, Enter Air S.A., Wittchen S.A. and InPost S.A.

2016 Outlook In 2016, much of the PE & VC activity in Eastern Europe and Russia will be affected by changing

economic conditions. Central and Eastern Europe (CEE) showed accelerated growth in the last quarter

343298 263 245 201 163

113 112

400

0100200300400500

Number of M&A deals by sector in 2015

10

of 2015 by growing 3.6% year-on-year. 2016 started with a solid footing with analysts forecasting

growth of 3.0% in the first quarter. Two opposing economic forces are behind this growth. On one

side is the strong growth generated by Baltic and Central European countries, primarily Poland and

Czech Republic, and on the other side is the conflict-plagued Ukraine and Russia. The Russian recession

will continue in 2016 as plummeting oil prices rebounded only slightly and western sanctions will still

be in place for the foreseeable future.

Despite the CEE’s positive growth outlook, certain challenges persist. Political turmoil poses an

increasing risk in the future, particularly due to divergent views on how to handle the migrant crisis,

which has increased tensions between a number of European governments. The upcoming EU

membership referendum in the UK poses another as a vote to leave would have repercussion on

several CEE countries. The UK contributes significantly to the EU’s budget, and countries, which

contribute less then they receive, such as Poland, Romania and Czech Republic would receive fewer

funds if the UK was to leave.

While 2015 saw a small decline in announced deals, bigger deals are expected for 2016, notably

Telenor’s anticipated sale of a third of Russian mobile operator VimpelCom for around EUR 2bn.

Privatisations in the Turkish energy sector will continue into 2016, with many hydroelectric plants

scheduled for sale in the first months of the year. Activity in Turkey could pick up in 2016 after a

parliamentary majority was again established following the November elections. Ripe portfolios and

a flight to higher returns are likely to spur deals in the region. UK-based private equity firm CVC said it

is ready to spend EUR 100m on Polish investments and could set aside as much as EUR 1bn for

investment in the country. The banking sector will be likely driven by disposals of local branches of

Greek banks and the exits of Western lenders from less profitable markets. In the Oil & Gas sector,

the continued plunge of oil prices in 2016 may revive the M&A scene by forcing smaller sector

companies in Russia to seek asset sales or consolidations, while major players look for undervalued

targets.

11

Case Study: CVC Capital Partners acquires PKP Energetyka Company Background

PKP Energetyka is the energy unit of Polish National Railways. It is a cross-country electricity

distributor to the Polish railway network and to other customers. It also provides nationwide

maintenance and emergency response services to the railway network, operates fuel stations for

diesel locomotives and is active in electricity and gas reselling.

Turnover: PLN 4,300m

Number of employees: 7,200

The deal structure

Enterprise Value: PLN 1,965m (approx. EUR 477m)

Who was involved

Unicredit acted as financial adviser to CVC Capital Partners and CMS (an international law firm) acted

as legal counsel.

Financing

The deal was a direct cash investment.

The Deal

Challenging investment conditions and continued investor apathy towards Central and Eastern Europe

was causing a shakeout in the region’s private equity market. PineBridge Investments’ CEE team

struggled to sell its remaining portfolio companies in its CEE fund.

Poor performance is also one of the main reasons that the CEE region is no longer on many investors’

wish lists, as the returns have been disappointing.

Concluding remarks

CVC are looking to work with the management and employees of PKPE in supporting the on-going

investment programme. They are also looking to develop some big buyout houses have been dipping

their toes into the region in recent months.

Looking at the PE market as a whole, several big buyout houses have remained active in the CEE region,

despite the difficult economic environment.

12

Africa and The Middle East 2015 in Review Although many countries within Africa and the Middle East have rapidly improving fundamentals, (rapid urbanization, rising middle class, more business friendly policies) which provide strong investment opportunities, it has been a tough year for Sub-Saharan and Middle Eastern and North African (MENA) economies. This is mainly due to their dependence on prices and exports of commodities like crude oil, iron ore and copper. A combinatory surge in supply and a weak global demand for natural resources triggered a sharp price fall in commodities. China, Africa’s biggest trading partner states its imports from the continent fell by almost 40% in 2015. Geopolitical threats have also contributed to a deceleration of economic growth, especially in MENA. These forces have triggered a sharp fall in overall PE activity, especially when looking at the volume of deals made in 2015. Bucking the trend of recent years. Economic Trends

Sub-Saharan Africa GDP growth was c.3.8%, the lowest level 1999 whilst also experiencing the highest

levels of inflation in over 4 years at 9.3% in January 2016.

MENA GDP growth was circa 2.3%, the second-worst reading since 1995. This was largely attributed to the considerable drop in commodity prices especially crude oil, which makes up a large proportion of the region’s exports. The end of the commodity “super-cycle” had an impact on resource-seeking FDI. FDI inflows to Africa fell by 31% in 2015 to an estimated US$38 billion. Although North Africa saw an increase in FDI, (Egypt saw a recovery of investment to an estimated US$6.7 billion in 2015) the overall deterioration was driven largely due to a steep decline of FDI in Sub-Saharan Africa. Nigeria saw a decline by 27% (to an estimated US$3.4 billion) and a drop from a 6% GDP in 2014 growth to around 3% in 2015. FDI in SA fell by 74% (to an estimated US$1.5 billion). Defying the overall downward trend within the African economies is the stark surge in cross-border M&As increased by 303.6% (US$5.1 - US$20.4 billion). Private Equity Data

The total value of private equity deals in Africa decreased by 69% ($8.1bn-$2.5bn) during 2015, which

is also the lowest figure since 2012. The number of deals with a size equal to and above US$250 million

experienced a sharp decline while deals below that size remained relatively stable in comparison to

2014.

0.00

2.00

4.00

6.00

8.00

10.00

2010 2011 2012 2013 2014 2015

Deal values and volume Africa region (AVCA)

valueof PEdeals,US$bn

PEfundrai

sing,US$bn

13

Exits In the Africa and Middle East region there have been six important exits that PE firms have made that

we believe are of note:

1) on the 3rd of April Actis Partners listed Edita Food Industries, a leader in the Egyptian snack foods

industry, which achieved sales of US$265mn in 2014, registered on the Egyptian and London Stock

Exchanges. Actis sold 15% of its 30% stake in Edita Food Industries through an IPO 13.5x

oversubscribed at a price of Egyptian Pounds 18.5 per share. This price attributes a market

capitalisation for the company of US$890m representing a significant capital gain for Actis given that

its 30% stake was bought for US$102m in June 2003.

2) On the 18th of June Helios Investment Partners, The Rohatyn Group and RMB Covest sold

Continental Outdoor Media, Africa’s largest outdoor advertising company, to JCDecaux SA and Royal

Bafokeng Holdings. The deal sees the largest outdoor advertising company JCDecaux SA expand its

position by acquiring Africa’s market leader with a presence in 14 countries.

3) On 14th of September Actis Capital sold Globeleq Africa, an energy generating company with assets

in Cameroon, Tanzania, the Ivory Coast, Kenya and South Africa, to CDC Group (the UK government’s

development fund) and Norfund (The Norwegian Investment Fund). The Norwegians acquired a 30%

stake for c.US$227mn, whilst the UK increased its existing shareholding to 70% for an undisclosed

amount.

4) On 17th November Actis Capital, RMB Westport and Paragon sold Ikeja City Mall to Hyprop

Investments Ltd and Attacq Ltd. The deal sees Hyprop make its first investment in Nigeria through the

acquisition of a 75% stake in the mall. The remaining 25% being bought by Attacq Ltd. The mall is

situated in Ikeja, a popular part of Lagos. The mall opened in 2011, contains a range African and

International stores and attracts around 800,000 monthly visitors.

5) On 24th November Abraaj Group, The International Finance Company (IFC), African, Latin American

and Caribbean Fund (ALAC) sold Saham Finances, a leading insurer in Africa with a presence in 26

countries and a turnover of US$1.1bn, to Sanlam Group and Saham Group. The sellers complete a full

exit of their stakes in the company selling 30% of Saham Finances to Sanlam Group and 7.5% to Saham

Group. Abraaj Group’s tenure oversaw the company’s expansion into 6 new markets since acquiring

its original stake in 2012 that provided exposure to Africa’s underpenetrated insurance market.

6) Finally, on the 22nd of December Abraaj Group & Proparco sold Unimed, which is Tunisia’s second

largest Pharmaceuticals company, to a consortium of investors including Washington-based SQM,

Blakeney Asset Management, the Tunisian-Kuwaiti Consortium of Development (CTKD) and two local

investors. Abraaj Group and Proparco divested 83% of their combined stake in Unimed ahead of the

14

company’s planned listing on the Tunis Stock Exchange in the first half of 2016. Healthcare is seen as

a growing industry in North Africa due to the expanding middle-class.

2016 Outlook Last year’s fall in private equity investments in Africa and the Middle East comes after 3 consecutive

years of growth. We believe that this downward trend will reverse in the foreseeable future. While

we anticipate the concerns surrounding emerging market growth and commodity demand deficit to

persist throughout 2016, the region retains its long-term attractiveness and a growing middle class

presents investment opportunities for private equity firms. Consequently, we forecast that much of

the deal making over the foreseeable future will be made as a means to gain exposure to this

demographic. In November 2015 General Atlantic and Warburg Pincus acquired a 49% stake in

Network International, an electronic payments technology company operating across the entire

region, signalling confidence in the region’s long-term growth credentials. Currently 90% of

transactions in Africa and the Middle East are cash-based, this is due to change as capital in the region

grows and the proportion of Africans with bank accounts grow, placing Network International in prime

position to benefit.

A further industry worth monitoring over the coming year is that of the oil producing and servicing,

which plays such a considerably role throughout the Middle East and Africa. As the volatility in the oil

price dampens and a new long-term price is established (expected to be around the $65/bbl-$75/bbl)

the market may begin to consolidate. This may present an opportunity for private equity firms in the

region as enterprise valuations readjust to the industry conditions and prospect of firm mergers

increase.

According to the African Private Equity and Venture Capital Association, (AVCA) 2015 saw the largest

level of fundraising by African private equity funds in the last 5 years. This is money looking to be put

to work and is likely to find African markets ever more welcoming as governments adopt more

business friendly measures, invest further in infrastructure and capital projects and oversea continued

urbanization. The future of the Middle-East is less certain as industry in oil exporting countries struggle

to fill the gap from reduced government spending caused by the slump in the value of their exports

(Saudi Arabia plans to cut expenditure by 14% in 2016).

15

Case Study: Actis Partners acquires a minority stake in ‘Food Lover’s

Market’ Fruit and Veg City Holdings Group was founded in 1993 by the Coppin brothers. The group created the

Food Lover’s Market stores, Fresh Stop at Caltex, Market liquor stores and have an international

division, which provide high quality packaging services to customers. They have numerous

partnerships with different brands including a Seattle Coffee Company and Waitrose.

The company has been regarded as the fastest growing retail business in Southern Part of Africa and

saw revenues rise from 1.6 billion Rand in 2006, 5 billion Rand in 2012 and 10 billion Rand in 2015.

The firm boast of over 120 stores in different parts of Africa and 200 Fresh stop shops.

Critical to the company’s success is the fresh food variety, which it offers to its customers at very

affordable price. According to Mark Coppin "The company has stores located in diverse areas and this

helps them meet the needs of their large customer base. The company draws its strength from its

people and regard their staff as their greatest asset.”

The major competitor for Food lovers market is Oxford Fresh foods and they also face indirect

competition from big names like Woolworths, ShopRite, Spar, Pick n pay, Checkers. These firms also

provide fresh food to customers but with other household goods and appliances.

Actis Partners invested a total amount of 760M R ($56million) in Food Lovers Market, acquiring a

minority stake in the company. Actis Partners have expressed their support for the current

management team and much of the investment is expected to finance the expansion of the business.

Actis has invested over $3 billion in Africa across various industries and has enjoyed much acclaimed

success in the retail industry having built 15 retail malls in seven countries. This latest acquisition offers

investors exposure to the largest growing retail sub-sector in South Africa with year on year growth at

around 9.5%.

16

The Americas 2015 in Review Fundraising

In 2015, in the U.S. private equity fundraising was weaker compared to 2014, with the annual total

capital raised decreasing since 2010; down from $204 billion to $180, around 11% dropped in the

amount of funds closed. One of the reasons behind a little step back of private equity fundraising

market is a large amount of capital had flowed back into firms as number of exit opportunities reached

the highest level among 5 years. Moreover, it has become increasingly challenging to effectively seek

out high yield deals and firms have been struggling to maintain the rate of return. However, the

fundraising began to build momentum as more than $160 billion was raised and 284 funds closed

based in North America, took up 60% of the closed funds in the global market. The U.S. market is still

a key driver of global private equity growth.

source: Bloomberg; Pitchbook

Investments

In the last 5 years, the volume of deals has been on an upward trend and the aggregate value of private

equity buyout activities reached a peak since 2011. Private equity-backed buyout deals in the USA

attracted more than $140 billion in 2015, which represented around 18% increase compared to 2014.

Ever since the financial crisis, the deal flow has been recovering steadily.

source: dealogic

$0.00

$20.00

$40.00

$60.00

$80.00

1Q2014

2Q2014

3Q2014

4Q2014

1Q2015

2Q2015

3Q2015

4Q2015

Americas PE fundraising by quarter (billions)

0

50

100

150

2011 2012 2013 2014 2015

America Buyout Deal Value

17

Capital majorly flowed into financial, technology and consumer, cyclical sectors, in 2015 which is

similar to 2014, however, the financial industry became the leading industry instead of the

consumer, non-cyclical industry.

source: Bloomberg

In the beginning of 2015, the $40 billion merger, which is the largest merger in the food industry’s

history, between Kraft and Heinz - backed by the Berkshire Hathaway and 3G Capital activated the

private equity firm market. During the same year, a $67 billion announced transaction with EMC being

acquired by Dell broke the record of the largest private equity-backed buyout. These two notably

large transactions combined were 76% of the total aggregated deal value in 2015.

Exits

With exit activity boosted by a busy M&A

transaction market from strategic buyers

throughout the year, 2015 closed at new highs.

Even though there is not a big difference in exit

values between 2015 and 2014, companies at the

higher ends of the quality spectrum were able to

fetch high values, boosting capital exited.

Exits via initial public offerings dropped

dramatically by 56% to 11 million and add-on

acquisitions increased steadily.

source: Pitch Book, preqin

$0.00

$5.00

$10.00

$15.00

$20.00

$25.00

$30.00

$35.00Americas PE&VC Investments by Industry (billions)

2015 2014

$0.00

$50.00

$100.00

$150.00

$200.00

$250.00

2011 2012 2013 2014 2015

Americas PE-backed exit value by type (billions)

IPO Strategic acquision

18

2016 Outlook 2016 was expected to be a point of inflection with the end of the zero rates policy in the US, a pull of the breaks in the monetary easing in the EU and a slower but consistent Chinese economy, but having covered already one quarters of the year, the point of inflection is vanishing in a smooth and clear pace, it is now perceived as a road trip “5 minutes break”. Moreover, for the US the interest rates panorama, which was stated at the beginning of the year as a “gradually and data-dependent” factor, has been incorporated by the market as just another stage of low rates, slow return of the inflation to its NAIRU equilibrium and employment conditions steadily improvement. Regarding the PE industry specifically, market conditions have notably shifted, significantly influencing PE houses’ approach towards potential investments. Firmex and Mergermarket highlighted some of the shifting market conditions to be as follows:

Cheaper financing, with low rates and monetary easing policies. New presidential election for the US, gaining importance of political discussion concerning

migrants, the health care service, diversity of beliefs and climate change. Economic stability. Baby boomers reaching retirement age and in need of selling companies, which makes a wider

deal-making area and increases the interest of companies’ mergers, acquisitions and takeovers.

Increasing competition with liberalization of markets, driving the market pricing models to a tough road and opening possibilities to electronic, algorithmic and automatic markets.

Instability of the commodity prices with peaks in gold, holes in oil and higher expectations of food prices.

Decrease in the private equity backed funding (from 80% to 45%), setting new market conditions and affecting its liquidity and quality.

Furthermore, in a sector analysis the industries that have been identified as profitable with a strong forecast in prices and stability are the technological, basic needs, alternative energy sources and construction sectors.

Finally, some opportunities are identified and then faced to some challenges, which can be observed in the following chart:

Capital requirements and rates increases

shadowsBanks easing lending policies

Relations LP-GPIncreasing regulation concerning

transparency and reporting

OPPORTUNITIES CHALLENGES

2016 PE OUTLOOK FOR AMERICA REGION

New and small firms to be acquired by

multinationals within strategic objectivesInflated valuations of decreasing targets

Earn interests from spin outs Fee compression and greater competition

19

Case Study: Zimmer Holdings acquires Biomet Introduction

On the 24th June 2015, Zimmer Holdings acquired the specialist medical

equipment producer Biomet for $14.9 billion, making it the largest

Americas based private equity exit of 2015. Biomet produces and markets

surgical and non-surgical products used primarily by Orthopaedic

surgeons, like artificial hips, dental implant bridges and more. The deal

closed the chapter on the private equity investment, which began in

2007, when the company was purchased by a number of existing

investors through a leveraged buyout and subsequent delisting from the

NASDAQ.

The Purchase

The formally listed Biomet was acquired by six existing investors namely: The Blackstone Group,

Ridgemont Equity Partners, Goldman Sachs Capital Partners, Kohlberg Kravis Roberts, Alpinvest

Partners and TPG Capital. This $11.4 billion acquisition was carried out as a public to private leveraged

buyout. During the acquisition stage it was rumoured that the company had been in informal talks

with a rival Smith & Nephew about a possible $25 million merger, a fact denied by the London based

rival.

The announcement was made on 18th December 2006 with the deal finally closing on 25th September

2007, resulting in Biomet delisting from the NASDAQ. The deal was financed through $4.37 billion of

equity with the remaining $2.56 billion in a high yield bridging loan spilt into three tranches of privately

placed bonds, including a $689 million PIK toggle tranche.

Holding Period

During the holding period of the investment there were a number of notable investment and capital

structuring decisions carried out by the investors. This latterly included taking on $4 million of senior

debt at a rate of 3.70% from American Capital. However, during this period there was also a failed IPO.

The IPO which sought to raise up to $100 million was intended to reduce the debt, which at the time

was reported to be $5.9 billion. The company filed to go public under the ticker symbol BMET on 7th

March 2014, however, the offering was later cancelled on the 24th April 2014 after the deal to be

acquired by Zimmer Holdings was announced.

The Exit

On 24th June 2015, Zimmer Holdings acquired Biomet to create Zimmer Biomet (NYSE:ZBH). Zimmer Holdings designs, develops, manufactures and markets orthopaedic products, including knee, hip, shoulder, elbow, foot and ankle artificial joints and dental prostheses. Following the announcement of the acquisition on the 24th June 2014, the EU’s antitrust regulators announced they had opened an enquiry into the bid due to concerns that the deal would dramatically reduce competition in certain marks. However, following the review a decision was announced on 16th February with the deal completing in June 2015.

HISTORICAL FINANCIAL RATIOS

2007 2014 2015

DEBT/EBITDA 0.1 7 5.7

EBITDA/ INTEREST COVERAGE 62.8 2.3 3.1

DEBT/EQUITY - - 292.90%

LT DEBT/LT CAPITAL 0% 62.60% 64.10%

LT DEBT/TOTAL CAPITAL 0% 72.60% 74.10%

REVENUE % GROWTH 4% 5.60% 3.20%

EBITDA MARGIN % 27.80% 25.30% 30.50%

EBITDA % GROWTH -15% 146% 71.80%

EBIT % GROWTH -19.50% - 609.00%

CURRENT RATIO - - 2.80%

QUICK RATIO - - 1.40%

SOURCE: PITCHBOOK DATA

20

Asia-Pacific 2015 in Review Asia PE deals top $100 billion for the first time in 2015, reaching nearly $129 billion on the back of big

buyouts and the Internet frenzy. The impact of large PE deals is most profound in China. Even with the

deceleration of China’s economy, the deal volumes and values account for nearly half of the deals in

the Asia-Pacific market. This is due to the fact the Chinese government has been encouraging

innovation and has come up with different policies to support the starts-ups.

PE deal value and deal count for Asia-Pacific in 2015

Source: Bain and Company

Investments Private equity buyouts reached a record of $46.4 billion, surpassing the $29.3 billion seen in 2014 and the previous peak of $45.9 billion in 2007. The top three private deals account for over 40% of the total buyouts, breaking the largest-ever corporate private equity buyout in Asia. China buyouts reach a record $8.8 billion, accounting for 17% of the share. In terms of the investment sector, early or growth-stage technologies are responsible for more than one quarter of all private equity capital deployed in Asia, beating the 18% in 2014 and 9% in 2013. In terms of country performance Australia, South Korea, India and China are the four major Asian private equity markets. In 2015, the Australian market saw an upturn in investment. Eight of the ten largest deals seen in the country - making up more than 60% of the capital committed - involved infrastructure or resources of some description. South Korea has emerged as one of Asia's most active private equity jurisdictions, with overall investment and buyout values rising every year since 2011. Increased investment in China and India is inextricably linked to technology, particularly in growth-stage deals led by mutual funds, private equity firms, hedge funds and other large cheque-size players. Across the region, growth investments in internet-related companies stand at $21.9 billion, up 64% on 2014 and up nearly 400% on 2013. There has also been a sharp jump in early-stage activity - up 203% over last year at $10.3 billion. Among these figures, growth and early-stage tech investments in China stand at $14.6 billion and $8.6 billion respectively, far beating the record $6.4 billion and $2.3 billion last year. The biggest deal was the $3 billion round for ride-hailing app operator Didi Kuaidi.

67

5950

81

129

0

20

40

60

80

100

120

140

0

200

400

600

800

1000

20112012201320142015

Top three buyout deals

Region Target Enterprise

Value

Australia TransGrid

$7.4 billion

South Korean

Homeplus $6.4 billion

Australia and New Zealand

GE Capital's Australia and New Zealand consumer lending business

$6.3 billion

Source: ACVJ

21

Fundraising

Asia-Pacific fundraising recorded a strong year, with current funds raised increasing by 100.27% year-on-year to USD 93.7billion.

Source: Bloomberg

Exits

The overall money value of exits in the Asia-Pacific region is $85 billion, in line with the region’s

performance over the past five years. Asia-Pacific continues to rely more and more on growth

investments and private investments in public equities, sellers took in nearly $51 billion in buyout-

backed deals — a record. Sponsor-to-sponsor sales were solid and the IPO channel held up well in the

Asia-Pacific region. GPs looking to exit through IPOs endured through the summer sharp market falling

and a five-month suspension in China of new share issuances to end the year strong. Total buyout-

backed IPOs brought in nearly $14 billion in 2015, including a pair of fourth-quarter Chinese exits that

ranked among the world’s 10 biggest exits. In October, Warburg Pincus’ issuance of $2.3 billion in

shares of China Huarong Asset Management valued Huarong, which manages underwater bank debt,

at $15.3 billion. In addition, last November, CDH Investments, a Chinese PE firm, sold a $1.1 billion

stake in the Dali Foods Group through a share offering that valued the snack food and beverage

company at $9.3 billion.

Source: Thomson; AVCJ

0.000

20000.000

40000.000

60000.000

80000.000

100000.000

US$

m

Asia-Pacific PE Current Fundraising FundsTarget by launch Date

2014 2015

0

50

100

150

2010 2011 2012 2013 2014 2015

Asia-Pacific PE Exit Value

Asia-Pacific PE Exit Value（$bn)

22

2016 Outlook Private Equity

The Asian private equity market is benefitting from favourable demographic characteristics, the

continued need for enhanced infrastructure and the emergence of a greater middle class (to more

than 1.7 billion people in 2020 from an estimated 650 million in 2015). The change from a minority

ownership, growth equity bias to a range of venture capital investments and forms of buyout, are

creating more potential for private equity managers to create value through operational and efficient

management, and ultimately to deliver enhanced and higher-quality returns. However, negative

sentiment has meant capital in Asia is now being allocated more selectively and in opportunities that

have attractive valuations.

Japan: It is being seen that many of the large conglomerates are increasingly likely to sell

underperforming subsidiaries to private equity players that can help them improve productivity and

boost margins. In addition, the opportunity to use local Japanese companies to expand internationally

using the country’s low cost funding is attractive.

China: With pockets of overdevelopment in some areas, investors need to choose their markets

wisely, particularly as recent figures suggest China’s economic growth continues to moderate. There

are likely to be some tremors to emerge from China in the next two or three years. History has shown

that it is very difficult for a banking system and economy to digest the kind of rapid development seen

in the country — and the high rates of lending to support that.

Venture Capital

According to Forbes, Asian markets have developed a healthy appetite for venture capital deals. The

sentiment is that Asia has been growing strong in the last decade, as large sovereign wealth funds,

family offices, angel networks and corporate ventures are also involved in the Asian market.

On a larger scale, the fundamentals of the Asian market still have untapped potential, with growing

population of consumers and increasing mobile users which related to the low Internet penetration.

Singapore and its government funding programs have the advantage of all Asian cities. The city-state

is also supported by strong capital pools from local venture funds and private equity firms.

Japan also holds a huge potential for venture capital. The other regions experienced a slowdown in

the fourth quarter of 2015, but Nikkei Asian Review reported that Japan has had a 10% increase of

venture capital funds. According to Japan Venture Research, Japanese venture companies were raising

more than 140 billion yen ($1.23 billion) in 2015.

Along with Japan and Singapore, China is also a powerhouse in tech start-up companies and venture

capital.

23

Case Study: Bain Capital acquires FCI Asia Fundraising

On September 19th 2005, AREVA signed an agreement with the private equity firm, Bain Capital,

setting forth the legal and financial terms and conditions for the disposal of FCI Asia, AREVA's

connector subsidiary. The transaction values FCI Asia at an enterprise value of €1.067 billion.

Investment

Bain Capital with the support of FCI's management, has been willing to implement an ambitious

development strategy. At the time, Bain Capital, said it expected to work with the company’s

management to improve its operations and “realize the full value of its competitive advantage,”

according to Walid Sarkis, a managing director at the investment firm. In 2004, FCI Asia reported

revenues of 500 million euros. FCI, headquartered in Singapore and formerly owned by affiliates of

Bain Capital, is expected to have 2015 sales and an adjusted EBITDA margin of approximately $600

million and 20%, respectively. Total value over EBITDA is also expected to be 6.55 times. FCI employs

approximately 7,400 people worldwide.

Exit

Amphenol Corporation announced on January 8th 2016 that it has completed the previously

announced acquisition of FCI Asia Pte Ltd (FCI) for $1.275 billion. “The acquisition of FCI expands

Amphenol’s high technology product portfolio while enabling the Company to better serve our

customers across many of our end markets,” said R. Adam Norwitt, Amphenol’s President and CEO.

About Amphenol

Amphenol Corporation is one of the world’s largest designers, manufacturers and marketers of

electrical, electronic and fiber optic connectors, interconnect systems, antennas, sensors and sensor-

based products and coaxial and high-speed specialty cable. Amphenol designs, manufactures and

assembles its products at facilities in the Americas, Europe, Asia, Australia and Africa and sells its

products through its own global sales force, independent representatives and a global network of

electronics distributors. Amphenol has a diversified presence as a leader in high growth areas of the

interconnect market including: Automotive, Broadband Communications, Commercial Aerospace,

Industrial, Information Technology and Data Communications, Military, Mobile Devices and Mobile

Networks.

About FCI

FCI is a global leader in interconnect solutions for the telecom, datacom, wireless communications

and industrial markets.

24

The DUPEVC Team

President: Richard Prentice Vice President: Ged Vilutis Co-Heads of Research: Eddy Gan-Och and Jamie Donald Head of Communications: Yue Tian Head of Western Europe Market Coverage: Damien Domon Western Europe Analysts: Huijie Li, Jiaming Chen, Junjie Wang Head of CEE and Russia Market Coverage: Frantisek Stary CEE and Russia Analysts: Steven Wisniak, Jiaqi Ding, Yu Wang Head of The Americas Coverage: Thomas Hogg The Americas Analysts: Nick Luo, Edgar Cortes, Lingxin Wang Head of Africa and The Middle East Market Coverage: James Baldwin Africa and The Middle East Analysts: Konstantin Koenig, Maxime BV, Somto Okoroafor Head of Asia-Pacific Market Coverage: Sara Vandromme Castillo Asia-Pacific Analysts: Yanfang Chen, Yongyan Wu, Feiping Wu