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ASIAN VENTURE CAPITAL JOURNAL Asia’s Private Equity News Source avcj.com August 28 2012 Volume 25 Number 32 FOCUS DEAL OF THE WEEK More than a suit? PE firms face challenges hiring CFOs for Chinese portfolio companies Page 7 Sushi goes offshore Permira in secondary buyout from Unison Page 9 Anger management Addressing PE-founder tensions in China Page 11 GGV secures $625m for Sino-US venture fund Page 10 DEAL OF THE WEEK FUNDS Unitas Capital Partner Jim Tsao on his journey from Asia F&B to PE Page 13 SCPE sees Inox India as proxy for the rise of LNG Page 9 Nominations open for the 2012 AVCJ Awards Page 3 Actis, Bain Capital, CDC, CIC, CITIC Capital, CVCI, GIC, Goldman, Mandarin, KKR, SAIF, Sequoia, TPG, Warburg Pincus Page 4 EDITOR’S VIEWPOINT NEWS PROFILE Japan 13 - 14 September 2012 www.avcjjapan.com AVCJ Private Equity & Venture Forum 2012 Hong Kong 13 - 16 November 2012 www.avcjforum.com AVCJ Private Equity & Venture Forum 2012
Transcript
Page 1: funDs More than a suit? · an IR man’s dream, with a string of investments and exits. It is evidence that, despite a difficult fundraising environment, GPs with a consistent approach

ASIAN VENTURE CAPITAL JOURNAL

PRIVATE EQUITY ASIA

M&A ASIA

Asia’s Private Equity News Source avcj.com August 28 2012 Volume 25 Number 32

focusDeal of the Week

More than a suit?PE firms face challenges hiring CFOs for Chinese portfolio companies Page 7

Sushi goes offshorePermira in secondary buyout from Unison Page 9

Anger managementAddressing PE-founder tensions in China Page 11

GGV secures $625m for Sino-US venture fund

Page 10

Deal of the Week

funDs

Unitas Capital Partner Jim Tsao on his journey from Asia F&B to PE

Page 13

SCPE sees Inox India as proxy for the rise of LNG

Page 9

Nominations open for the 2012 AVCJ Awards

Page 3

Actis, Bain Capital, CDC, CIC, CITIC Capital, CVCI, GIC, Goldman, Mandarin, KKR, SAIF, Sequoia, TPG, Warburg Pincus

Page 4

eDitor’s VieWpoint

neWs

profile

Japan13 - 14 September 2012www.avcjjapan.com

AVCJ Private Equity & Venture Forum 2012

Hong Kong13 - 16 November 2012www.avcjforum.com

AVCJ Private Equity & Venture Forum 2012

Page 2: funDs More than a suit? · an IR man’s dream, with a string of investments and exits. It is evidence that, despite a difficult fundraising environment, GPs with a consistent approach

Exhibitor

Lead Sponsor

Co-Sponsors

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Japan 2012 Private Equity & Venture Forum

13th Annual

GLOBAL PERSPECTIVE, LOCAL OPPORTUNITY avcjjapan.com

13-14 September 2012, Conrad Tokyo

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avcjjapan.com

ONLY 2 WEEKS LEFT TO REgiSTER E-mail [email protected] or call Anil Nathani at +852 3411 4938

Meet 80+ representatives from the following limited partners:

Aeris Capital AG Alternative Investment Capital Asahi Kasei Pension Fund Axiom Asia Private Capital Capital Dynamics Cogent Partners Coller Capital Commonwealth Superannuation Corporation Dai-ichi Life Insurance Company Ltd Daido Life Insurance Company Development Bank of Japan Duskin Pension Fund Fujitsu Pension Fund GE Asset Management Government Pension Investment Fund (GPIF) Hamilton Lane HarbourVest Partners Hermes GPE Hyogo Prefectural Credit Federation of Agricultural Cooperatives

International Finance Corporation (IFC) Japan Alternative Investments Japan Bank for International Cooperation

Macquarie Funds Group MetLife Alico Life Insurance MFC Foundation Mitsubishi Corporation Mitsubishi UFJ Trust and Banking Corporation Mitsui Sumitomo Insurance National Bank for Agricultural and Rural Development (NABARD)

Nippon Life Insurance Company Nissay Asset Management Corporation Nomura Trust Northern Trust Global Investments Japan Pantheon Ventures Pension Fund Association Saplings Alternative Advisors Ltd Sompo Japan Insurance Squadron Capital Sumitomo Mitsui Trust Bank The Bank of Tokyo-Mitsubishi UFJ The Norinchukin Bank The Pension Fund of Sony Tokio Marine Asset Management Yasuda Enterprise Development Co Ltd

Page 3: funDs More than a suit? · an IR man’s dream, with a string of investments and exits. It is evidence that, despite a difficult fundraising environment, GPs with a consistent approach

Number 32 | Volume 25 | August 28 2012 | avcj.com 3

eDitor’s [email protected]

Will it be HoNy Capital FuNd V, WHiCH closed at $2.4 billion in January 2012, becoming China’s largest US dollar-denominated vehicle in four years? The Chinese GP spent barely four months in the market, exceeding its previous vehicle by more than $1 billion. It represents an ambitious bet on opportunities expected to arise from outbound M&A and state-owned enterprise restructuring, but investors clearly have faith.

Will it be ChrysCapital VI, the India growth capital-focused GP’s $510 million vehicle? The fund took less than six months to raise and is something of an anomaly in emerging Asia: it is little more than half the size of its predecessor, which was itself scaled back by about one quarter to $960 million. The fact that the vehicle was oversubscribed suggests ChrysCapital convincingly communicated its investment thesis.

Will it be Archer Capital Fund 5, a A$1.2 billion ($1.2 billion) fund raised in less than four months towards the end of 2011 that targets Australian mid-market buyouts? The preceding period was an IR man’s dream, with a string of investments and exits. It is evidence that, despite a difficult fundraising environment, GPs with a consistent approach and a strong track record will continue to attract capital.

Three funds, each representing a different geography and set of opportunities – and yet each is a prospective candidate for the Fundraising of the Year prize at the 2012 AVCJ Asian Private Equity & Venture Capital Awards. At present, they are nothing more than prospective. Whether these funds overcome the competition and make it onto the final shortlist – or indeed scoop the award itself – is largely down to you, the Asian private equity community.

On behalf of the AVCJ Editorial Board, I am pleased to announce that nominations for the 2012 Awards are now open. Once again, we are asking all AVCJ readers and many others in

the industry to put forward candidates to be considered for the nomination shortlist. The categories are as follows:• FirmoftheYear• PrivateEquityProfessionaloftheYear• VentureCapitalProfessionaloftheYear• PrivateEquityDealoftheYear• VentureCapitalDealoftheYear• PrivateEquityExitoftheYear• FundraisingoftheYear• AVCJSpecialAchievementAward

Nominations can be made via email ([email protected]) and will be accepted until September 30. The AVCJ Editorial Board will evaluate the entries and submit a long list in each category to a select panel of industry judges. The judges will consider these recommendations, and if necessary, review the original submission documents and propose alternative candidates. The final shortlists – five per category – will then be drawn up.

The shortlists will be posted online for the entire AVCJ.com user base to vote on from October 17 until October 30. No more than 10 votes will be accepted from employees of a nominated firm. The AVCJ subscriber base has a 50% say in the final result, with the judges and the AVCJ Editorial Board each accounting for 25%.

The winners will be announced at an invitation-only gala dinner in Hong Kong on November 13, preceding the AVCJ Forum, which runs from November 14 to November 16.

For further details on the requirements in each category and a list of past winners, go to www.avcjforum.com/awards.

TimBurroughsManaging EditorAsian Venture Capital Journal

Nominations open for the 2012 AVCJ Awards

Managing Editor Tim Burroughs (852) 3411 4909

Senior Editor Brian McLeod (1) 604 215 1416

Associate Editor Susannah Birkwood (852) 3411 4908

Staff Writer Alvina Yuen (852) 3411 4907

Creative Director Dicky Tang Designers

Catherine Chau, Edith Leung, Mansfield Hor, Tony Chow

Senior Research Manager Helen Lee

Research Manager Alfred Lam

Research Associates Kaho Mak, Jason Chong

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Circulation Administrator Prudence Lau

Senior Manager, Delegate Sales Anil Nathani

Senior Marketing Manager Stacey Cross

Director, Business Development Darryl Mag

Manager, Business Development Samuel Lau

Sales Coordinator Debbie Koo

Conference Managers Jonathon Cohen, Zachary Reff, Sarah Doyle

Conference Administrator Amelie Poon

Conference Coordinator Fiona Keung, Jovial Chung

Publisher & General Manager Allen Lee

Managing Director Jonathon Whiteley

Chairman Emeritus Dan Schwartz

The Publisher reserves all rights herein. Reproduction in whole or in part is permitted only with the written consent of

AVCJ Group Limited. ISSN 1817-1648 Copyright © 2012

ASIAN VENTURE CAPITAL JOURNAL

PRIVATE EQUITY ASIA

M&A ASIA

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Exhibitor

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Co-Sponsors

Knowledge Partner Legal Sponsor

Japan 2012 Private Equity & Venture Forum

13th Annual

GLOBAL PERSPECTIVE, LOCAL OPPORTUNITY avcjjapan.com

13-14 September 2012, Conrad Tokyo

Asia Series Sponsor

avcjjapan.com

ONLY 2 WEEKS LEFT TO REgiSTER E-mail [email protected] or call Anil Nathani at +852 3411 4938

Meet 80+ representatives from the following limited partners:

Aeris Capital AG Alternative Investment Capital Asahi Kasei Pension Fund Axiom Asia Private Capital Capital Dynamics Cogent Partners Coller Capital Commonwealth Superannuation Corporation Dai-ichi Life Insurance Company Ltd Daido Life Insurance Company Development Bank of Japan Duskin Pension Fund Fujitsu Pension Fund GE Asset Management Government Pension Investment Fund (GPIF) Hamilton Lane HarbourVest Partners Hermes GPE Hyogo Prefectural Credit Federation of Agricultural Cooperatives

International Finance Corporation (IFC) Japan Alternative Investments Japan Bank for International Cooperation

Macquarie Funds Group MetLife Alico Life Insurance MFC Foundation Mitsubishi Corporation Mitsubishi UFJ Trust and Banking Corporation Mitsui Sumitomo Insurance National Bank for Agricultural and Rural Development (NABARD)

Nippon Life Insurance Company Nissay Asset Management Corporation Nomura Trust Northern Trust Global Investments Japan Pantheon Ventures Pension Fund Association Saplings Alternative Advisors Ltd Sompo Japan Insurance Squadron Capital Sumitomo Mitsui Trust Bank The Bank of Tokyo-Mitsubishi UFJ The Norinchukin Bank The Pension Fund of Sony Tokio Marine Asset Management Yasuda Enterprise Development Co Ltd

Page 4: funDs More than a suit? · an IR man’s dream, with a string of investments and exits. It is evidence that, despite a difficult fundraising environment, GPs with a consistent approach

avcj.com | August 28 2012 | Volume 25 | Number 324

ASIA PACIFIC

Anubha Shrivastava leaves CDCAnubha Shrivastava has left CDC, the UK government’s development finance arm, where she served as managing director with responsibility for Asia investments. Shrivastava, who joined CDC in 2007, oversaw the group’s activities in South Asia and Southeast Asia, as well as China. Hiti Singh and Clarisa De Franco have taken on the role of portfolio director while a replacement is identified.

CIC, GIC boost Cheniere’s LNG plant with $1bChina Investment Corporation (CIC) and Government of Singapore Investment Corp (GIC) are each said to have invested around $500 million in the liquefied natural gas (LNG) plant of US-based Cheniere Energy. This comes after RRJ Capital and Temasek Holdings injected $468 million into the company in May. Cheniere controls the Sabine Pass LNG project in Louisiana, America’s first LNG export plant.

AUSTRALASIA

Billabong still in talks with TPGAustralian surfwear company Billabong International is understood to be continuing discussions with TPG Capital over a A$694 million ($723 million) buyout offer, even as it unveiled a turnaround strategy regarded as a move to preserve its current status. Billabong announced a net loss of A$275.6 million for the 2012 fiscal year, compared to a profit of A$119.1 million 12 months earlier.

GREATER CHINA

Warburg Pincus sets up JV to restructure TitanWarburg Pincus affiliate Saturn Petrochemical and SouthernPec Corporation have formed a joint venture to restructure portfolio company Titan Petrochemicals Group. The joint venture would take an 88% stake in Titan in exchange for HK$208 million ($26.84 million) in fresh capital; the company’s debts would be restructured, with Saturn Petrochemical’s creditor claim converted to equity; and a tender offer would be made to

existing creditors to repay a proportion of the debt owed to them.

Goldman, KKR in talks over Kion stake saleGoldman Sachs and KKR are said to be in talks with Shandong Heavy Industry about selling a 25% stake in German forklift truck manufacturer Kion Group. The deal is expected to be worth EUR700-800 million ($880 million to $1 billion) - implying an enterprise valuation of about EUR5.5 billion - which would make it the largest ever investment in Germany.

SAIF-backed NVC Lighting hit by internal strifeNVC Lighting Technology Corp, a Hong Kong-listed lighting company backed by SAIF Partners, lost its third senior figure in two days on August 16 with the resignation of Shaunglong Liu, general manager of the firm’s Zhejiang subsidiary. The moves are part of an ongoing conflict between company management and the board and investors, which stems from the removal of CEO Changjiang Wu.

Mandarin Capital nears $627m first closeSino-European private equity firm Mandarin Capital Partners is nearing a EUR500 million ($627 million) first close for its second fund. The vehicle is expected to reach a final close of EUR1 billion in the second half of 2013. It will mainly invest EUR20-80 million in advanced manufacturing and services companies across China and German-speaking areas of Europe, as well as Turkey, Israel and the US.

Actis takes stake in kitchen equipment designerActis has invested in Vesta, a major Chinese commercial kitchen equipment company. Vesta’s products include fryers, griddles, warmers, ovens, combination steamers and dishwashers for use in restaurants, hotels and canteens. Its flagship brand, Justa, was founded in 2000.

SMC Capital backs horse-breeding companySMC Capital China will invest an initial RMB60 million ($9.4 million) in a joint venture with Khorchin Rider Horse. The new entity – Inner Mongolia Rider Horse Industry – will be responsible for the global expansion of Khorchin Rider. A second round of investment from SMC of RMB200 million is likely to happen next year.

SOUTH ASIA

Flipkart raises Series D round of funding Indian online retailer Flipkart has completed a Series D round of funding from new investors MIH, part of the South Africa-based media platform Naspers, and San Francisco-based ICONIQ Capital. Existing backers Tiger Global and Accel Partners also participated. The round is reportedly worth $150 million.

Actis invests $40m in AGS Transact TechnologiesActis has invested $40 million in TPG-backed AGS Transact Technologies (AGS), one of the leading automatic teller machine (ATM) outsourcing and payments companies in India. AGS has installed in excess of 14,000 ATMs for over 70 banks in India. Customers include Axis Bank, ICICI Bank, HDFC Bank and Yes Bank.

Qatar buys 22% stake in CITIC CapitalA unit of Qatar’s sovereign wealth fund – Qatar Holding – has subscribed for new shares in CITIC Capital, equivalent to a 22.22% stake in the company. After the transaction, CITIC Pacific and CITIC International Financial will jointly hold a 42.78% stake in the private equity firm, with China Investment Corporation (CIC) owning another 31.11%. The remaining 3.89% will be held by CITIC Capital’s management and a trustee of its share scheme.

“Not only will Qatar Holding provide us with an enlarged capital base to fund our business expansion and investments, its significant backing will strengthen our brand positioning meaningfully

as the most preferred and committed partner to invest with, both in and outside China,” said Yichen Zhang, CITIC Capital’s CEO (pictured).

neWs

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Number 32 | Volume 25 | August 28 2012 | avcj.com 5

Just Dial re-files for IPO, VCs plan partial exitJust Dial, the Indian online listings provider, has filed for a domestic IPO that will see its venture capital investors exit a portion of their holdings. Sequoia Capital, SAIF Partners, Tiger Global, EGCS and SAP Ventures will sell 9.55 million shares between them. Their collective stake in the company will fall from 62.61% to 48.85% after the listing. The founders will continue to hold 37.39%.

CVCI backs Cox & Kings unit with $137mCitigroup Venture Capital International (CVCI), the private equity arm of Citigroup, has channeled $137.75 million into the UK subsidiary of Indian travel operator Cox & Kings. Part of the proceeds from the deal, which represents CVCI’s biggest ever investment in India, will be used to repay debt that Cox & Kings’ Prometheon unit took out to acquire Holidaybreak, a UK-based travel company, last September for GBP312 million ($495 million).

Fidelity Growth invests $20m in AbsolutDataFidelity Growth Partners India has committed $20 million to AbsolutData, a San Francisco-based data analytics services provider. The investment will be used to scale up its global delivery footprint. AbsolutData specializes in big data, high-end business analytics, predictive modeling, reporting and data management services, serving customers across the US, Europe and Asia Pacific.

India eases rules on post-IPO lock-upIndia has altered rules concerning the lock-up on entrepreneurs’ shares post-IPO in order to make it easier for companies to list. The Securities and Exchange Board of India (SEBI) requires promoters to retain at least 20% of the shares in a company for three years so as to incentivize them to stay with the company. Now, PE and VC investors can put up 10% of the holding if the promoter doesn’t own 20%.

Freemont backs Indian eco-products start-upFreemont Partners has invested in Natural Mantra, an Indian online start-up that sells eco-conscious products. The size of the transaction was not disclosed. The website was set up by Nishant Nayak and Tina Datta, who relocated from the US to India and found they didn’t have

easy access to natural and organic products.

Sequoia exits Cafe Coffee Day stakeSequoia Capital India has sold its stake in Amalgamated Bean Coffee Trading, the unit of India’s Coffee Day Group that runs the flagship retail chain, Café Coffee Day. The VC firm has reportedly generated an IRR of 18-20% on its initial $20 million investment, made in two tranches, in 2006 and 2007. This implies a money multiple of around 2.8x and an approximate transaction size of $56 million. The buyer was V.G. Siddhartha, Coffee Day’s owner.

SOUTHEAST ASIA

MAVCAP forms alliance with regional partnersVC firm Malaysia Venture Capital Management

(MAVCAP) has agreed a co-investment partnership with three foreign VC firms and another Malaysian company. The foreign firms are located in China, South Korea and the US. Government-owned MAVCAP will contribute half of the average $50 million deal size, with the rest topped up by its VC partners.

JAFCO invests $5m into VC-backed Bubble MotionJAFCO Asia has invested $5 million in Bubble Motion, a voice blogger service provider backed by venture capital players including Sequoia Capital. The investment will be used to expand Bubble Motion’s businesses into core Asian countries like India, Japan, Indonesia, Philippines, as well as the broader global market.

Mekong exits toy maker Nam Hoa Mekong Capital has completed the sale of its holding in Nam Hoa Production & Trading Corporation, a Vietnamese manufacturer of wooden toys for preschool children. The private equity firm first invested in the company in 2004 via the Mekong Enterprise Fund. Nam Hoa, which primarily makes products for educational and developmental purposes, also manufactures children’s furniture.

Walkers shifts Thomas Granger to Singapore teamOffshore law firm Walkers is relocating Hong Kong-based partner Thomas Granger to its Singapore office. Granger has more than 10 years’ experience in corporate work, particularly investment funds and private equity. He joined Walkers in 2005, having previously spent five years at Minter Ellison, joining in 2000 and moving to their Hong Kong office in 2003. Indonesian private equity and corporate transactions are Granger’s specialism. .

Buyout firms progress in healthcare auctionThe Blackstone Group, Bain Capital, KKR and Abraaj Capital are said to have made it through to the second round of the auction process for a 20% stake in Siloam, Indonesia’s biggest private hospital firm. The deal is expected to be worth up to $300 million. Lippo Karawaci, Siloam’s parent, is seeking a valuation of more than 20x forward earnings. A 20% holding has been put on the block

KKR sells Unisteel to Swiss trade buyerKKR has sold its Singapore-based disk drive components and assemblies manufacturer, Unisteel Technology, to Swiss trade buyer SFS intec, a unit of SFS Group. Latch Holding, a special purpose vehicle of KKR Asian Fund, wholly acquired the company for $547 million in 2008, alongside management and employees.Unisteel manufactures precision components such as precision fasteners, stamped components, machining parts, engineered plastics and optical parts from its facilities located in China and Malaysia.

When combined with Unisteel, SFS will employs more than 7,000 people globally, including Unisteel’s current management team, who will join their new parent and retain responsibility for their global electronics business.

neWs

Page 6: funDs More than a suit? · an IR man’s dream, with a string of investments and exits. It is evidence that, despite a difficult fundraising environment, GPs with a consistent approach

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Page 7: funDs More than a suit? · an IR man’s dream, with a string of investments and exits. It is evidence that, despite a difficult fundraising environment, GPs with a consistent approach

Number 32 | Volume 25 | August 28 2012 | avcj.com 7

coVer [email protected]

CaNdidate oNe: tHe gray Hair. a seasoned executive in his late 50s, who spent years with a multinational, climbing the ranks of the finance division before bowing out when his career began to flatline. A headhunter subsequently repackaged him as a CFO for Chinese companies looking to list in the US. He has been through the process a couple of times.

Candidate two: The upstart. Now in his late 30s, this individual was hired out of a Chinese university by one of the Big Four accounting firms. He spent five years qualifying as a certified public accountant (CPA) and polishing his technical skills, then moved into the corporate sector and worked for two mid-size companies over a period of about six years. No previous experience leading an offshore IPO.

Gray hair versus upstart is an intentionally extreme example of the choices confronting a private equity firm that is seeking a CFO for a portfolio company. But where GPs position themselves on this sliding scale – and how it might differ from the situation two years ago or even five years ago – is indicative of the changes in strategy and expectation.

A company that was once on the fast track to a public listing may now be treading water, obliging its private equity backer to draw up development plans that stretch beyond the three-year horizon. The typical investment target might be 1,500 kilometers further inland and two years further back on the evolutionary scale than was previously the case, making it harder to hire the right people to fix it.

More broadly, the PE agenda has shifted from financial engineering to operational value-add, a result of tougher times for exits and fundraising.

“The standard window for a private equity investment is 3-5 years but traditionally it’s been shorter in Asia,” says Dominic Orchard, a partner in KPMG China’s post-deal services team and previously an operations director with 3i Group. “The emphasis is now on 5-7 years. There are less opportunities for a quick fix and exit. You have to work with the portfolio and deliver a growth agenda in a challenging market environment.”

The slump in growth deals usually relied upon to deliver speedy exits is plain to see. According to AVCJ Research, private equity investment in Asia came to $26.2 billion in the first half of 2012,

its lowest level since 2009, with China deal value reaching $10.3 billion, down more than 25% on the previous two six-month periods. Growth transactions for the region amounted to $7 billion, compared to $8.3 billion and $12.8 billion in the first and second halves of 2011.

Cash considerationsWhile the slowdown has forced many firms to focus on their portfolios, the emphasis on operational value-add in Asia dates back to the global financial crisis. Asian companies, particularly those involved in manufacturing, faced a cash crunch: banks were refusing to issue letters to all but their top-tier customers

and suppliers wanted to see the money before making shipments.

“The PE investors wanted to know what their portfolio companies’ cash positions would be six months or one year down the road but many didn’t have this kind of forecasting ability,” recalls Waikay Eik, a partner at PricewaterhouseCoopers (PwC) and co-head of the China and Hong Kong delivering deal value team, which focuses on the operational aspects of deals.

The first private equity mandate Eik’s team received in 2008 was from a firm that bought a packaging business about a year earlier. There were 30-40 plants nationwide and capital was needed to open up new product lines. The investor wanted to know exactly what and where its financial vulnerabilities were before committing the capital. “When you have a new

owner on a buyout deal you really need to focus on the cash position,” Eik adds.

For most GPs, a company’s cash balances are one of a number of issues that are established before investing. One of the Big Four is called in to carry out financial due diligence or verify internal efforts. There are post-deal teams waiting to step in with dossiers of recommendations based on the due diligence findings, but some GPs prefer to act independently.

China New Enterprise Investment (CNEI), for example, manages the entire due diligence process in-house, and hires a third party to verify the financial results. The GP builds up an inventory of items during these processes,

which becomes a 100-day plan that sets out every weakness, how it must be resolved, and by whom. This document is attached to the investment agreement.

“Before we make a final decision about an investment, we try to create full transparency of the accounts” says Johannes Schoeter, managing partner at CNEI. “We have to go through all the receipts from the past two years and recreate financials from scratch. We almost always end up with numbers that are materially different from those presented to us.”

Mistakes range from the innocent to the fraudulent. A company might be doing its cash accounting improperly and paying tax that isn’t due, or falsifying receipts and getting compliant local bank staff to doctor the statements. Misreporting of tax is widely cited as a common

Accounting on the wild sideAs private equity firms pay more attention to financial management and value-add in Chinese portfolio companies, recruiting a CFO with the right blend of skills and experience is vital – but difficult

China PE investment: inland vs coastal

Source: European Chamber, Bain & Company*Target companies based in coastal provinces**Inland region includes Xinjiang, Tibet, Guizhou, Yunan, Gansu, Qinghai, Ningxia, Sichuan, Chongqing, Shaanxi, Inner Mongolia and Guangxi

100

80

60

40

20

0

%

Inland region** Coastal region*2004 20062005 20082007 2009 2010

Avg. Inland %

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avcj.com | August 28 2012 | Volume 25 | Number 328

problem, alongside social compliance and multiple sets of financial records. Beyond that, it is a case of industry best practice.

Bill Fong, director of fund administration services at KCS, recalls companies that deposited cash payments into a desk drawer and used them to cover day-to-day expenses, making it impossible to carry out proper revenue recognition. The challenges vary by sector and it is up to the PE firm to understand the business model and implement appropriate procedures. This often includes a review of the portfolio company’s IT system to ensure that it can meet the growth needs of the business as well as the information requirements of the PE investor.

“There is a rigor that is demanded by PE firms that these some of these companies have never experienced before – the level of detail, the speed of delivery,” says KPMG’s Orchard. “Some companies may be competent on historical numbers but not forward-looking projections budgeting, in terms of capital expenditure or cash flow because the business has never been managed in that way.”

Natural selectionIt becomes very apparent very quickly if a CFO or financial controller doesn’t have what it takes to thrive in this kind of environment. In many cases, these are long-term employees of family-owned businesses and they just can’t make the transition to private equity ownership.

China-focused mid-market GP Lunar Capital has brought in a new CFO or de facto financial controller at three quarters of the companies in which it has invested. Derek Sulger, managing partner at the PE firm, stresses that replacements are made for practical reasons, typically because the incumbent doesn’t have the skillset required to manage a growing business.

Lunar acquired a majority stake in babywear company China Yeehoo Apparel in January 2012, immediately put in a couple of mid-level financial controllers and more recently appointed one of the investment team as CFO while a permanent hire is found. The requirements are an accounting background and some kind of relevant operational experience.

“For China Yeehoo, it’s probably going to be someone from the apparel business, department stores or sportswear,” Sulger says. “We look for a business that has similar challenges, so the person understands the pitfalls. And we aren’t thinking about one IR guy; we need a team that grasps the operational challenges and strategy.”

Sulger is quite happy to wait until he finds the right person to lead this team. He notes that mid-level financial staff, who are relatively easier to find and tend to be competent with operational challenges even though they may

not be qualified to occupy the CFO role, “might get you two thirds of the way there.”

Another option is to bring in an external team to fulfill the financial function on a temporary basis. Both PwC and KPMG offer this service, typically in the context of a wider advisory mandate, while KCS consultants sometimes act as formal interim CFOs. These arrangements can last several weeks to several months.

The recruitment process as a whole could take a year or more, depending on the PE firm’s requirements. In most cases, the ideal candidate will have 12-15 years of professional financial experience, split between a Big Four firm and the corporate sector, with the latter accounting for at least half. It helps if the individual in question has previously served as CFO at one or more companies that have gone public.

There are exceptions to the rule – CNEI generally doesn’t seek offshore IPOs for its portfolio companies, so domestic accounting

experience will suffice – and also compromises. The Big Four firms hire thousands of Chinese graduates every year but there still aren’t enough practitioners offering the desired combination of technical expertise, professional experience and business acumen to meet demand.

This can, in part, be blamed on the youth of the industry. Traditionally, accounting in China was little more than book-keeping and the hierarchical structures in family-run firms meant a lower priority was attached to internal governance and corporate reporting. A financial division versed in corporate finance, capital markets and M&A, led by a CFO who plays an active role in conceiving the business model, is a relatively new concept. Meanwhile, those that are properly qualified – younger locals, returnees, Chinese-speaking foreigners – might opt for investment banks rather than corporates.

Furthermore, suitable candidates might be available in Beijing and Shanghai, but are they willing to relocate to the hinterlands?

“There are good CFOs out there, but getting them to work in lower-tier cities is hard,” says Fong of KCS. “It is particularly difficult when a company is 2-3 years away from an IPO. During

the heyday of listings, a CFO would come on board with a salary-plus-options package that could become highly lucrative, but that’s no longer the case. In the meantime there is a lot of heavy lifting to do.”

The crux of the gray hair versus upstart debate is which candidate is best suited to the heavy lifting.

Those who come straight from the Big Four are often discounted because they have insufficient experience: the position requires corporate management skills in addition to technical skills. At the same time, someone from a multinational background might be comfortable briefing analysts and participating in the IPO roadshows, but they no longer have the motivation or hands-on ability to operate in a manufacturing firm in Sichuan province, where the accounting staff has never heard of Oracle.

“These portfolio companies aren’t perfect and need quite a lot of help so you need a CFO who has built something before,” says PwC’s Eik. “I talk to PE firms after they’ve changed CFOs and often they’ve gone for the ex-CFO of a large multinational. That’s fine if the companies have well invested infrastructure and you are two years from an IPO but two weeks after the investment you need someone who can roll up their sleeves and get the job done.”

Entrepreneur managementA final issue is compensation. Once the private equity firm identifies the person they want to hire, they have to convince the Chinese entrepreneur that the financial outlay is worth it. This may be less of a concern in control situations, but the incumbent management team still needs to have confidence in their CFO.

Anecdotal evidence suggests that a financial controller with sufficient experience is likely to want $150,000-200,000 as a starting salary, plus expenses and performance incentives. The overall package could amount to several times more than that of anyone else at the company, including the CEO.

For an entrepreneur with one eye on his own earnings milestones and claw-backs, this might be intolerable. Industry participants recommend a combination of expectation management and pre-deal planning. The point can be negotiated up front and included in the investment agreement, along with a cost estimate.

There is also the nuclear option. “If the negotiation gets difficult because the entrepreneur doesn’t want to improve the financial function and corporate governance, then we probably wouldn’t invest,” says CNEI’s Schoeter. “We want to partner with entrepreneurs who understand that to get to the next level, they have to change their practices.”

coVer [email protected]

“The portfolio companies aren’t perfect and need a lot of help, so you need a CFO who has built something before” – Waikay Eik

Page 9: funDs More than a suit? · an IR man’s dream, with a string of investments and exits. It is evidence that, despite a difficult fundraising environment, GPs with a consistent approach

Number 32 | Volume 25 | August 28 2012 | avcj.com 9

global buyout FirmS See poteNtial in cash-rich Japanese corporations that can be guided overseas.

Last Friday, Permira threw its weight behind the trend, announcing the acquisition of Akindo Sushiro, a leading sushi restaurant chain, from Unison Capital for $1 billion. It is Japan’s biggest private equity deal this year after Bain Capital paid $1.3 billion in June for television shopping firm Jupiter Shop Channel – another example of a buyout firm looking to take a consumer brand into Asia’s emerging markets.

Now 30 years old, Osaka-based Sushiro ranks number one by revenue in the revolving sushi restaurant space with over 330 outlets in the country. For the year ended September 2011, its revenue reached JPY99.8 billion, up 69% from JPY59 billion in 2007, when Unison first invested. In December, the sushi giant made its first foray overseas, opening an outlet in Seoul.

“There has been a strong growth in Japan but we believe there are also opportunities in new markets where we see strong demand for such dining experience – China and Korea in

particular,” Alex Emery, partner and co-head of Asia at Permira, tells AVCJ. “Sushiro may need to hire more people to expand its presence there and we can help.”

Sushiro’s existing management team will remain intact, including CEO Kenichi Toyasaki, while Permira will leverage its global expertise to seek business partners and hire new managers from markets outside Japan.

The company is one of string of buyouts that took place prior to the global financial crisis that are now being primed for exit. Unison first backed Sushiro in August 2007, taking a 17.3% stake for JPY4.6 billion ($58.5 million). A follow-on investment of JPY13.56 billion came in September 2008, which took Unison’s holding to 64%. Five months later the private equity firm launched a tender offer to acquire the remaining 36% for JPY7.7 billion. Sushiro was delisted in April.

“As the public market is fairly weak and

valuations are not high, there have been quite a few take-private moves by Japanese founders,” Emery says. “This creates opportunities for PE investors as an alternative source of capital.”

The investment will be channeled through Consumer Equity Investments (CEIL) – an Ireland-incorporated vehicle backed by Permira Fund IV – and about half the deal will be financed through

debt. Emery adds that re-listing

Sushiro remains a medium-term option. “Despite the fact that valuations in Japan today are not as high as what you can observe in other markets, this could be changed when we get into the time of exit, after a typical investment

period of five years,” he says.Sushiro is Permira’s second investment

in Japan following the acquisition of Arysta Lifescience, a leading global agrochemical business, from Olympus Capital and its co-investors for $2.13 billion in 2008.

a CaptiVe priVate equity Firm HaS a number of advantages. Fundraising is never an issue, there is an abundance of manpower and the parent’s contacts can be leveraged for deal origination purposes. This last advantage was of particular benefit last week to Standard Chartered Private Equity (SCPE), which capitalized on Standard Chartered Bank’s long-standing relationship with Inox India, a major global manufacturer of cryogenic storage and transportation equipment, to broker an INR2.5 billion ($45 million) investment into the company.

In exchange for its capital, SCPE will get a significant minority stake in the firm, whose cryogenic storage equipment is used by industrial clients for storing and distributing gases such as oxygen and nitrogen. The introduction of shale gas as a source of fuel has also led to strong worldwide demand for this equipment for liquefied natural gas (LNG), especially in the US.

Inox India is one of the few global suppliers of with a track record of supplying cryogenic storage equipment to Fortune 500 customers.

Other firms operating in the LNG space have also received significant interest from private equity this year. Earlier this month, China Investment Corporation (CIC) and Government of Singapore Investment Corp. (GIC) invested $1 billion in Cheniere Energy’s LNG plant, the first

such export-oriented facility in the US. Temasek Holdings and RRJ Capital previously invested in this company as well as another LNG specialist, Kunlun Energy.

Inox India plans to use the fresh capital – its first round of external funding – to finance its organic expansion plans

and potential acquisitions. “The size and the long term outlook for the shale gas and LNG transportation opportunity in the US (and globally) provides a very attractive opportunity for Inox,” SCPE Global Co-Head Nainesh Jaisingh told AVCJ.

Over the next few years, the company’s aim is to have a significant presence in all major global markets, including Europe. SCPE will assist through its global oil and gas relationships. It has appointed Mukul Nag, managing director at SCPE India, and Peter Godfrey, head of oil and gas at Standard Chartered Principal Finance, to the Inox India board.

Wadia Ghandy & Co. and Khaitan & Co. were the legal advisers for SCPE and Inox, while Yes Bank provided the company with corporate finance advice. “Inox CVA is one of the world’s leading players in the gas transportation space – which is going through an inflexion point globally,” said Jaisingh of Inox India’s parent company. “The high quality management team and track record with international clients make this a very exciting opportunity for us.”

He added that SCPE will continue to pursue its strategy of backing large, emerging and mid-cap businesses in India. “We have a track record of helping companies make the next league, and we intend to use this experience even more in the current challenging environment.”

Deal of the [email protected] / [email protected]

Permira buys Japan’s Sushiro from Unison

SCPE scores proprietary cryogenic storage deal

Cryogenic storage transport

Tasty margins: Akindo Sushiro

Page 10: funDs More than a suit? · an IR man’s dream, with a string of investments and exits. It is evidence that, despite a difficult fundraising environment, GPs with a consistent approach

funDs [email protected]

FolloWiNg itS SurVey oF tHe termS and conditions employed by China-focused venture capital funds, law firm Cooley revealed that more or less every early and mid-stage VC fund it had seen charged a management fee of 2.5%. GGV, formerly known as Granite Global Ventures, is no different.

The US- and China-focused venture capital firmreached a final close at $625 million on its fourth fund – structured by Cooley – last week. Like most of its competitors, the vehicle has set its management fee at 2.5% and carried interest at 20%. It has a standard lifespan of 10+1+1. GGV, which launched the fund in third quarter of 2011, exceeded its target of $600 million with the help of UBS as placement agent.

“Given the current environment, it’s a great time for us to invest,” Shanghai-based partner Jixun Foo tells AVCJ. “With all the uncertainties and discounts you see in the market, we are

actually very excited about the opportunities ahead of us investment-wise.”

The new vehicle is larger its predecessor, Granite Global Ventures III, which raised $610 million in 2008 from LPs including the California Public Employees’ Retirement System (CalPERS), Quartilium and the State Universities Retirement System of Illinois.Previous exits by GGV of

Chinese portfolio companies include Alibaba.com, AAC Acoustic Technologies, 21Vianet, Tudou and HiSoft Technology.

GGV Capital IV counts Neuberger Berman among its LPs, as well as a broad-based group of endowments, foundations, pension plans, fund-of-funds, family offices, and high net worth individuals.

Minimum subscriptions to the vehicle were $5 million, with $520 million of the total raised coming from investors largely based in the US, Europe and Asia, and RMB650 million ($105 million) from LPs based in China.

GGV will continue its practice of investing

$5-25 million in growth-stage companies across the internet and digital media, cloud computing and mobile industries in the US, as well as the consumer sector in China. “We see enterprise and cloud opportunities primarily in the US, but also in China,” says Foo. “The country has gone through 30 years of high growth due to export-driven labor arbitrage, but increasingly you have to look at productivity growth. We think that internet IT enterprise solutions will become more and more important in the maturing China enterprise market.”

Around$10.8 millionof the $520 million total capital raised forms part of a side vehicle known as GGV Capital IV Entrepreneurs Fund.This corpus includes investment from many of GGV’s portfolio company CEOs, who it believes can help add value to the companies in which the firm invests.

Fund VI has already made investments in three Chinese companies, namely Shanghai-based food social network Douguo, RYB, an early education provider also located in Shanghai, and Beijing-based women’s social network Meilishuo.

GGV raises $625m for Sino-US fund IV

Where do these funds come from? How are they being invested? In which sectors? What regulatory changes are making an impact on investment strategies?

AVCJ provides the answers and more in its series of pan-Asian industry reviews. The reports provide an independent overview of the private equity, venture capital and M&A activities in the region, including the latest statistics and analysis by AVCJ’s research team. The annual reviews also deliver insights on investments made, capital raised, sector-specific figures and more—making them essential reading for all private equity investors, investment bankers, accountants, lawyers, corporate financiers and management consultants looking at the Asian market.

avcj.com*accumulated investments between January 2001 and September 30, 2011.Source: AVCJ

More than US$477 billion have been invested by private equity funds into Asian companies

Asian Buyout Review2011

5th annual edition ASIAN VENTURE CAPITAL JOURNAL

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Scan to find out more about

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GGV portfolio company Douguo

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Number 32 | Volume 25 | August 28 2012 | avcj.com 11

[email protected]

liKe maNy diSputeS iN moderN CHiNa, a shouting match between the founder and an investor in one of the country’s largest lighting products manufacturers has found its way on to Sina Weibo. In one corner is Changjiang Wu, founder and chairman and of Hong Kong-listed NVC Lighting; in the other, Andrew Yan, managing partner at SAIF Partners.

The conflict dates back to May 25 when Wu resigned his position and was replaced by Yan. The latter then took to Weibo, the largest micro-blogging platform in China, saying the former fully supported the board’s decision. Another post written in July suggested that Wu should learn to be “a more mature and self-disciplined modern enterprise manager.”

Around the same time, local media reported that NVC’s investors – including SAIF, the second-largest shareholder and a backer of the company since 2006 – had accused Wu of weak corporate governance and involvement in related-party transactions.

Wu’s rebuttal came two days later. He claimed Yan told him on May 21 that the board demanded he resign as chairman, CEO and from all positions with NVC’s subsidiaries. “Yan forbade me from speaking to the media and using Weibo, but then he talked to the media himself and published insulting posts directed against Chinese entrepreneurs,” Wu added. “If I don’t speak, people will never know the truth.”

Since then, workers at NVC have demanded the reinstatement of Wu, suppliers are reportedly refusing to do business with the company, and three senior executives quit in the space of two days in mid-August. NVC shares have slipped 36% since late May, suggesting the spat has wiped $325 million off the company’s value.

”When you come across a case like this, it’s difficult for a private equity investor to handle the situation effectively because they have already generated so much public tension,” one of SAIF’s LPs tells AVCJ. “They should have settled it earlier and in a quieter manner.”

Outsize personalitiesConflicts between entrepreneurs and PE investors are not unknown in China’s personality-driven economy. In some cases, the quantitative and systematic pursuit of financial targets favored by investors is not aligned with the

goals of entrepreneurs, who have built their business on large personal networks of upstream and downstream partners, which can obscure accountability.

“In a China context, common problems include related-party transactions and internal conflicts as to how a business should be run,” says Chris Leahy, co-founder of risk advisory firm Blackpeak. “Sometimes entrepreneurs just work for their own good and a variety of outside interests, rather than for the benefit of shareholders as a whole.”

Tensions don’t necessarily arise from alleged illegal activity. Many entrepreneurs, who might be aged 30-50 and still actively involved in the business, fail to appreciate private equity investors’ long-term agenda and value-add, seeing only a one-time capital hit to support their immediate expansion plans. Financial targets may change over time as new opportunities

emerge, particularly in early-stage firms that are more intuition-driven than institutionalized.

Last year, Lan Zhang, founder of restaurant franchise South Beauty, told media that one of the company’s biggest mistakes was allowing in CDH Investments, which she claimed put in a small capital but took a significant stake in the business.

In 2008, Zhang reportedly met CDH’s Gongquan Wang at a party and they reached a deal several months later. CDH and China International Capital Corporation subsequently paid some RMB300 million ($43 million) for a 10% stake in South Beauty. Zhang vowed to set up 100 restaurants by 2009 but the company was

only halfway there as of 2011. CDH was said to be unhappy South Beauty’s failure to reach its target.

Know your entrepreneurThere is no doubt that carrying out in-depth due diligence before signing off on a deal means investors can avoid those with explicit governance flaws. However, there is no blood test to ensure CEOs and other senior executives will be as clean and cooperative as expected.

Bain Capital, for example, conducted comprehensive due diligence prior to making its $446 million investment in Gome Electrical Appliances in 2009, but it didn’t foresee the battle for control that ensured between the company’s imprisoned founder, Guangyu Huang, and its follow-on chairman Xiao Chen.

“We thought that risk could be managed because there is a fundamental alignment of interests,” Jonathan Zhu, managing director

of Bain Capital Asia, told AVCJ last year when looking back at the deal. “The business risk was limited and the financial risk was almost non-existent. How many retailers are there in the world sitting on a net cash position?”

Zhu added that the investment in Gome was still profitable despite the tensions that haunted the business for nearly two years.

Blackpeak’s Leahy shares a similar view. Given that many of companies targeted by private equity players wouldn’t have found success without founders’ strong ties to various stakeholders, he suggests that third-party investors establish an alignment of interest with entrepreneurs and other parties as soon

Of entrepreneurs and egosThe battle between NVC Lighting’s founder and SAIF Partners shows how bad things can get when entrepreneur and investor interests are not aligned. Hostility ultimately helps no one

Source: Hong Kong Stock Exchange

Jiannong Wu Schneider Electric

Goldman Sachs

SAIF Captial Changjang Wu

Shareholders in NVC Lighting

32%

30%15%

14%

9%

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[email protected]

as the investment takes place. This is preferable to avoiding influential founders and potentially losing out on growth opportunities.

Mandarin Capital took this a step even further, reaching out to existing management at Dagong Europe Credit Rating, a China-based credit rating agency, four years before making its investment, which finally went through in March. “Successful relationships with Chinese entrepreneurs may cost you a long period of time and efforts,” says Alberto Forchielli, a founding partner at the Sino-European private equity firm. “It’s important for entrepreneurs to share your objectives, cherish your advice, as well as maintain a certain degree of autonomy.”

Face-time is important. Rather than just showing up at board meetings once a quarter and making suggestions as to how a business should be run, private equity investors – even those in minority positions – should better integrate themselves into portfolio companies’ daily operations. It is a case of proving to entrepreneurs that you can add value.

“Most situations can be worked out if you are there every day,” says one China-focused mid-market GP. “If you are not there, do not deal first-hand with the problem, or are just a passive investor, you can only do exactly what you do when your favorite stock price falls: sit and watch.”

If left to fester, problems can overwhelm the business, as evidenced by NVC. When any chance of reconciliation and realignment is past, a private equity investor is left with two options: take control of the company, restructure it and look to make a profit, or cut your losses and get out as quickly as possible.

“It’s a game of poker and you always need to understand your counterparty,” says Blackpeak’s Leahy. “But whichever is considered a better choice, you need to motivate the entrepreneur in a less hostile way so that the suggested solution will work in his best financial interests.”

Stick or fold?Yan appears to have taken the first approach regarding NVC. SAIF was reportedly able to dismiss the chairman by allying with other investors including Goldman Sachs and Schneider Electric. The three parties currently own 33.36% of the company, compared to Wu’S 19.53%. Yan also publicly set out his stall, declaring that the private equity firm would not back down despite massive protests. “In the worst-case scenario, we go and find new distributors and the company’s stock will suffer for about two years,” he said, cited by local media.

However, restructuring requires a lot of time and effort. When CITIC Capital and Warburg

Pincus invested in state-owned enterprise (SOE) Harbin Pharmaceuticals in 2005, they discovered the general manager of one of the company’s subsidiaries had constructed an imitation 18th century Rococo-style palace as its headquarters. It was a classic case of an SOE using excess as a means of discounting economic returns, but removing the manager responsible risked undermining the fabric of the company.

The investors had to wait four years for the individual to retire. Around the same time they finally completed the centralization of Harbin Pharmaceuticals’ financial structure, after facing down resistance from managers of subsidiaries desperate to hold on to power.

Comparisons between Harbin Pharma and NVC are tricky, though. One is an SOE still controlled by PE investors who have yet to exit. The other is a private enterprise that has already achieved a public listing, which generated a significant paper gain for its investors. The SAIF LP argues that it makes more sense to exit than hold on for another three years.

“It’s a general rule that a GP should target an exit after capturing significant returns via an IPO,” says the LP. “If your final goal is to get out as quickly as possible, it is best to sit down with the entrepreneur quietly and give him the face, instead of making a fuss.”

Asia has over US$318 billion in private equity funds under management

Just where and how are these funds distributed? Read all about it in AVCJ Private Equity and Venture Capital Report, the annual series of regional reports by the leading source of information on Asian private equity, venture capital and M&A.

Reviewing the year’s activity in the industry, the regional reports are filled with up-to-date data and intelligence on fundraising, investments, exits and M&A. They also feature information on key companies and transactions. Offering global perspective alongside local opportunities, the regional reports include Australasia, China, India, North Asia, and Southeast Asia.

For more information or to order, call Sally Yip at +(852) 3411 4921 or email [email protected].

7th annual edition

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AVCJ private equity and venture capital report

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* as of September 30, 2011. Source: AVCJ avcj.com

Page 13: funDs More than a suit? · an IR man’s dream, with a string of investments and exits. It is evidence that, despite a difficult fundraising environment, GPs with a consistent approach

Number 32 | Volume 25 | August 28 2012 | avcj.com 13

[email protected]

Jim tSao begaN HiS Career by SettiNg up a business venture during his time at university. He didn’t try and set up his own investment fund. Nor did he champion a food and beverage company, although he would go on to work in this area in later years. No, Tsao – now a partner at Unitas Capital – experienced his first real taste of business running a bookings agency for Chinese folk music singers.

Capitalizing on a music style that was growing in popularity in 1970s Taiwan, he spent his free time at university liaising with performers and record companies. “It was more for fun than for making money,” he recalls. “I had an office set up at home and we did get a bit of commission from it.”

But making money soon started to take on greater significance in Tsao’s life. Aware that the starting salary for a university graduate in Taiwan was around $100 a month, he decided to relocate to Chicago to study an MBA. He was subsequently offered a job with Continental Grain, then the world’s second largest grain trading company. “When they called to offer me the job with a salary of $1,300 a month, I still remember that was one of the happiest times of my life,” says Tsao.

Back to AsiaHe stayed with Continental Grain for five years, buying and selling vessel-loads of corn, wheat and soya beans first in Chicago, then Portland, then New York. When the company started a Hong Kong-based joint venture with Thai agri conglomerate CP in 1986, Tsao was asked if he wanted the role of procurement manager. At the time the venture was suffering from a lack of raw materials.

After three years heading Continental’s Asia presence, and a further five years at one of the biggest feed companies in Taiwan, Tsao turned his hand to brewing and joined Australia’s Lion Nathan, the country’s second largest beer firm. Tsao was recruited to help the business expand into China. “Every region priced its beer very differently,” he remembers. “The average beer price in Shanghai was around RMB0.80 ($0.12), but we found this brewery called IN WUXI just 150 kilometers away selling its beer at RMB2 per bottle.” Lion Nathan decided to buy WUXI, which was profitable from the outset. Meanwhile, Fosters,

the firm’s arch rival in Australia, did a joint venture in Shanghai around the same time. It lost money every year for three years before closing its doors in China. “We felt pretty good about that,” says Tsao.

In 1997, on his 40th birthday, Tsao was recruited to be the CEO of Lam Soon, a Hong

Kong manufacturer of flour and edible oil. He had had always wanted to run a listed company, but the downside of his enthusiasm was that he hadn’t looked too carefully at the company’s weaknesses. After Tsao joined, he found it was almost bankrupt. “There were days when I worried whether we’d be able to make the next pay check. We had to scrape every penny we had in the system to pay the banks back,” he says.

Tsao’s solution was for the company to divest its non-core businesses and concentrate its resources into the areas where it was strongest, namely flour milling and edible oil. The strategy paid off. After five years, Lam Soon had cleared all of its debt and become the number-one player in southern China.

Plant or smuggle?One year during this period, Lam Soon-owned Hong Kong Flour Mill – based in China – was hit by a government ban on wheat imports from overseas. The company relied on premium wheat from the US and Canada, and Chinese wheat didn’t meet the grade. “The customs office allowed us to import the goods without the quota, but we realized that it could have been perceived as smuggling,” says Tsao. “Then the

customs office began to talk about shutting us down, so every time I went through the border I worried about getting detained. My wife cried every time.”

Again, Tsao found a solution to the problem. He realized that the only way was to work with Chinese farmers to plant high-quality wheat.

Lam Soon planted a combination of low-protein wheat (used in barbecue buns) and high-quality bread wheat. Within two years, the company was buying local premium-quality wheat – never before harvested in China – in abundance.

Tsao was CEO of Lam Soon for eight years. By that time he was almost 50 and the opportunity to work at what was then known as J.P. Morgan Partners emerged. Despite not knowing what private equity was at first, Tsao was persuaded to become a partner at the firm – now Unitas Capital – in 2005. Initially he found it challenging to not be able to drive changes at companies in person. “Rather than being the captain of the team where you can kick the goal when the opportunities are there, you have to persuade the players they should kick the ball the way you suggest,” he says.

Over time, however, Tsao’s outlook on the private equity industry changed, and he has remained at Unitas for the past seven years. “Now I’m more like the coach, or the owner of the team. When you find the best player to play, and this player becomes the hero and scores well, it actually gives you a more profound sense of satisfaction. I enjoy making people into a hero rather than being a hero myself.”

Fixer turned coachAfter years spent trouble-shooting as a grain trader, brewery exec and food company CEO, Jim Tsao became a partner at what is now Unitas Capital. He first discovered what PE was when headhunted for the role

“There were days when I worried whether we’d be able to make the next pay check. We had to scrape every penny we had in the system to pay the banks back”

Page 14: funDs More than a suit? · an IR man’s dream, with a string of investments and exits. It is evidence that, despite a difficult fundraising environment, GPs with a consistent approach

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160+ private equity titans speaking, including:

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John E. schumacher ChairmanNEW yorK liFE CAPitAl PArtNErs

Chihtsung lamManaging PartnerAXioM AsiA PriVAtE CAPitAl

Fritz beckerChief Executive Officer and Managing DirectorHArAld quANdt HoldiNg

david yorkManaging DirectortoP tiEr CAPitAl PArtNErs

Monte bremChief Executive OfficerstEPstoNE grouP

Katja salovaaraSenior Portfolio Manager, Private EquityilMAriNEN MutuAl PENsioN iNsurANCE CoMPANy

Peter KeehnGlobal Head of Private EquityAllstAtE iNVEstMENts, llC

Zachary doehlaSenior Investment OfficertEACHErs’ rEtirEMENt systEM oF tHE stAtE oF illiNois

toshiyuki KumuraCo-Head of Private Equity InvestmentstoKio MAriNE AssEt MANAgEMENt

daniel WardInvestments ManagerVirgiNiA tECH FouNdAtioN

Wim borgdoffManaging PartnerAlPiNVEst PArtNErs

Andre bourbonnaisSenior Vice President, Private InvestmentsCANAdA PENsioN PlAN iNVEstMENt boArd

Michael liuVice President, Alternative InvestmentsuNitEd oVErsEAs bANK liMitEd

richard HallManaging Director, Private MarketstEACHEr rEtirEMENt systEM oF tEXAs

richard slocumChief Investment OfficertHE JoHNsoN CoMPANy

John brakeyHead of Private EquityMlC

david WiltonChief Investment Officer and Manager, Global Private EquityiNtErNAtioNAl FiNANCE CorPorAtioN (iFC)

Juan delgado-MoreiraManaging Director and Head of InternationalHAMiltoN lANE

saguna r. MalhotraManaging Director, Private Equity and Head of Asia Investment StrategystANFord MANAgEMENt CoMPANy

thomas KubrExecutive ChairmanCAPitAl dyNAMiCs

steve byromHead of Private EquityFuturE FuNd

Jane roweSenior Vice-President, Teacher’s Private CapitaloNtArio tEACHErs PENsioN PlAN

Kathryn CreceliusChief Investment OfficertHE JoHN HoPKiNs uNiVErsity

Mei HuHead of Asian PE Fund InvestmentsWiss rE PriVAtE Equity PArtNErs

ivan VercouterePartner, Head of Private Equitylgt CAPitAl PArtNErs

robert CollanVice President, Private EquityuNigEstioN

James PittPartnerlEXiNgtoN PArtNErs

Kirk beatonPrincipallEXiNgtoN PArtNErs

Marshall ParkePartnerlEXiNgtoN PArtNErs

d. brooks ZugSenior Managing Director and FounderHArbourVEst PArtNErs, llC

Jay ParkManaging DirectorblACKroCK PriVAtE Equity PArtNErs

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Page 15: funDs More than a suit? · an IR man’s dream, with a string of investments and exits. It is evidence that, despite a difficult fundraising environment, GPs with a consistent approach

RegistRation enquiRies:

Anil Nathani t: +852 3411 4938 e: [email protected]

sponsoRship enquiRies: Darryl Mag t: +852 3411 4919 e: [email protected]

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avcjforum.com

25th Annual

GLOBAL PERSPECTIVE, LOCAL OPPORTUNITY

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Private Equity & Venture

13-16 NovGrand HyattHong Kong

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Jonathan NelsonChief Executive OfficerProVidENCE Equity PArtNErs

Charles r. KayeCo-PresidentWArburg PiNCus

stephen PagliucaManaging DirectorbAiN CAPitAl

steve KoltesCo-Founder and Managing PartnerCVC CAPitAl PArtNErs

thomas H. leePresidentlEE Equity PArtNErs

160+ private equity titans speaking, including:

RegistRation enquiRies:

Anil Nathani t: +852 3411 4938 e: [email protected]

sponsoRship enquiRies: Darryl Mag t: +852 3411 4919 e: [email protected]

For more information:

avcjforum.com

25th Annual

GLOBAL PERSPECTIVE, LOCAL OPPORTUNITY

AVCJ Forum 2012

Private Equity & Venture

13-16 NovGrand HyattHong Kong

John E. schumacher ChairmanNEW yorK liFE CAPitAl PArtNErs

Chihtsung lamManaging PartnerAXioM AsiA PriVAtE CAPitAl

Fritz beckerChief Executive Officer and Managing DirectorHArAld quANdt HoldiNg

david yorkManaging DirectortoP tiEr CAPitAl PArtNErs

Monte bremChief Executive OfficerstEPstoNE grouP

Katja salovaaraSenior Portfolio Manager, Private EquityilMAriNEN MutuAl PENsioN iNsurANCE CoMPANy

Peter KeehnGlobal Head of Private EquityAllstAtE iNVEstMENts, llC

Zachary doehlaSenior Investment OfficertEACHErs’ rEtirEMENt systEM oF tHE stAtE oF illiNois

toshiyuki KumuraCo-Head of Private Equity InvestmentstoKio MAriNE AssEt MANAgEMENt

daniel WardInvestments ManagerVirgiNiA tECH FouNdAtioN

Wim borgdoffManaging PartnerAlPiNVEst PArtNErs

Andre bourbonnaisSenior Vice President, Private InvestmentsCANAdA PENsioN PlAN iNVEstMENt boArd

Michael liuVice President, Alternative InvestmentsuNitEd oVErsEAs bANK liMitEd

richard HallManaging Director, Private MarketstEACHEr rEtirEMENt systEM oF tEXAs

richard slocumChief Investment OfficertHE JoHNsoN CoMPANy

John brakeyHead of Private EquityMlC

david WiltonChief Investment Officer and Manager, Global Private EquityiNtErNAtioNAl FiNANCE CorPorAtioN (iFC)

Juan delgado-MoreiraManaging Director and Head of InternationalHAMiltoN lANE

saguna r. MalhotraManaging Director, Private Equity and Head of Asia Investment StrategystANFord MANAgEMENt CoMPANy

thomas KubrExecutive ChairmanCAPitAl dyNAMiCs

steve byromHead of Private EquityFuturE FuNd

Jane roweSenior Vice-President, Teacher’s Private CapitaloNtArio tEACHErs PENsioN PlAN

Kathryn CreceliusChief Investment OfficertHE JoHN HoPKiNs uNiVErsity

Mei HuHead of Asian PE Fund InvestmentsWiss rE PriVAtE Equity PArtNErs

ivan VercouterePartner, Head of Private Equitylgt CAPitAl PArtNErs

robert CollanVice President, Private EquityuNigEstioN

James PittPartnerlEXiNgtoN PArtNErs

Kirk beatonPrincipallEXiNgtoN PArtNErs

Marshall ParkePartnerlEXiNgtoN PArtNErs

d. brooks ZugSenior Managing Director and FounderHArbourVEst PArtNErs, llC

Jay ParkManaging DirectorblACKroCK PriVAtE Equity PArtNErs

Visit avcjforum.com for the full programme and speaker faculty.

3 weeks left toSAVE USD300

Book now avcjforum.com

Page 16: funDs More than a suit? · an IR man’s dream, with a string of investments and exits. It is evidence that, despite a difficult fundraising environment, GPs with a consistent approach

Asian Venture Capital Journal

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avcj.com site licence allows everyone in your organisation to have instant access to in-depth analysis, real-time news and information on private equity in Asia and beyond. Sign up for an avcj.com site licence now and empower your team with critical information and data to soar above your competitors in Asian private equity:

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We will arrange online access for your employees to avcj.com, either with individual passwords or by general access through IP address recognition.

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