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2011: the Year of Venture<br />
<strong>fundraising</strong><br />
<strong>special</strong><br />
A guide to raising capital<br />
BriefingJanuary 2011<br />
Healthcare provision in the UK Q&A: fred Wakeman<br />
January 2011 <strong>BVCA</strong> Briefing 1
The FT calls us the<br />
‘go-to’ law firm.<br />
So why go anywhere else?<br />
Talk to a law firm whose Private Equity and Venture Capital<br />
teams have worked with some of the biggest success stories.<br />
To find out more please visit www.olswang.com or contact<br />
Stephen Rosen at stephen.rosen@olswang.com
January 2011<br />
Contributors<br />
Special thanks to Noel Ainsworth,<br />
Bryony Livingstone, David Bailey,<br />
Anthony Tulloch, Fred Wakeman,<br />
Alexander Pankov and Simon Jamieson<br />
Contact us<br />
1st Floor North, Brettenham House<br />
Lancaster Place, London WC2E 7EN<br />
T: +44 (0)20 7420 1800<br />
F: +44 (0)20 7420 1801<br />
E: bvca@bvca.co.uk<br />
bvca.co.uk<br />
editor<br />
Tom Allchorne<br />
+44 (0)20 7420 1807<br />
research<br />
Nicola Smart<br />
+44 (0)20 7420 1817<br />
Commercial Opportunities<br />
Leon de Bono<br />
+44 (0)20 7420 1853<br />
events<br />
Kristina Gauzel<br />
+44 (0)20 7420 1824<br />
Training<br />
Leonie Pilgrim<br />
+44 (0)20 7420 1823<br />
Contents<br />
Letter from the CeO 3<br />
<strong>fundraising</strong> <strong>special</strong><br />
A guide for first-timers 4<br />
Venture on the <strong>fundraising</strong> trails 6<br />
new fund, new challenges 7<br />
Mid-market hits the road 8<br />
in-house or outsource? 9<br />
The legal and regulatory checklist 10<br />
Mega funds chase the money 11<br />
The Year of Venture 12<br />
Q&A with fred Wakeman, Advent international 14<br />
The future of healthcare provision 17<br />
<strong>BVCA</strong> Portfolio Company Management Awards 2011 19<br />
The russian Private equity initiative 20<br />
Public policy update 22<br />
industry index 25<br />
Market statistics 26<br />
Transaction tracker 29<br />
LP voice with Simon Jamieson, ff&P 32<br />
Kurt geiger case study 33<br />
reserve your copy of the next bvcaBriefing<br />
The next issue of the bvcaBRIEFING will be published in April 2011.<br />
To guarantee you receive your copy of the next edition please email<br />
Rob Hammond, rhammond@bvca.co.uk<br />
To advertise in the next bvcaBriefing please contact Leon de Bono,<br />
+44 (0)20 7420 1853 / ldebono@bvca.co.uk<br />
January 2011 <strong>BVCA</strong> Briefing 1
NEW<br />
Investor Relations<br />
and Fundraising<br />
course<br />
21 June 2011<br />
As firms join the <strong>fundraising</strong> trail at an unprecedented<br />
rate, the investor relations role has never been so crucial.<br />
With this in mind the <strong>BVCA</strong> has developed a new Investor<br />
Relations and Fundraising course, examining what<br />
institutional investors really want and how to best manage<br />
relationships.<br />
Speakers include leading industry practitioners<br />
and representatives from the <strong>BVCA</strong> investor<br />
relations Committee.<br />
Topics include:<br />
• Why the role is now more crucial than ever<br />
• The IR role in private equity<br />
• How to establish the IR function<br />
• Technical expertise for the role<br />
• Key concerns of LPs<br />
• Fundraising and managing the process<br />
• LP reporting<br />
• Investor relations management<br />
• Crisis management, communication<br />
and transparency<br />
Investing<br />
in training,<br />
enhancing<br />
returns<br />
Training and<br />
Professional<br />
Development<br />
in-house training options<br />
also available<br />
Open to members<br />
and non-members<br />
For further details please<br />
contact Leonie Pilgrim,<br />
Training Manager<br />
lpilgrim@bvca.co.uk<br />
T: +44 (0) 207 420 1823
CeO<br />
Simon<br />
Walker<br />
Happy New Year and welcome to the first edition of the <strong>BVCA</strong><br />
Briefing of 2011. An exciting year awaits all of us I feel, not least<br />
of all myself for this will be, sadly, my last column as CEO.<br />
I will leave any lengthy valedictory address for another time but suffice to say that the last<br />
three plus years have been anything but dull. When I joined in 2007, private equity was<br />
pretty much enemy number one. Coming from a corporate communications and public<br />
affairs background, one of my main tasks was mutual education: that is educating the<br />
private equity industry as to the nature of the media and government, and then educating<br />
politicians and journalists as to what the private equity model really involves.<br />
Contrasting then and now, I think it is fair to say that the reputation of private equity is in<br />
a better state than it was. Obviously I am going to say this, but I think even objectively it is<br />
the case, helped in no small part by the new stance on disclosure and transparency, which<br />
started with the Walker Report in late 2007.<br />
As an industry I believe that private equity now understands far better than it did how the media<br />
and government operates and at the <strong>BVCA</strong> we have certainly adapted our communications<br />
strategy to manage bad news or attempting to convey more positive information.<br />
And as my tenure started when the industry was under intense political scrutiny, so it closes<br />
as the industry finds itself on the cusp of new regulatory scrutiny. Whilst the first phase<br />
of the Alternative Investment Fund Managers (AIFM) Directive may be over, the next two<br />
years will be crucial in ensuring the application of the Directive is fair and appropriate to<br />
our industry, and I have every faith that the <strong>BVCA</strong> will work tirelessly to that end.<br />
On that note, I wish to thank everyone at the <strong>BVCA</strong> for their hard work and dedication,<br />
and all those within the industry who have been, and continue to be, a constant source of<br />
support and advice for the organisation.<br />
I also wish the best of luck to my successor, the extremely capable and distinguished<br />
Mark Florman. Mark, with a background in politics and finance, including a stint at<br />
Doughty Hanson, will no doubt lead the <strong>BVCA</strong> to even greater heights, although I must<br />
admit I can’t help but be slightly envious that he joins at a time when the industry is on<br />
an upward swing rather than at its lowest ebb like I did. I’ll be sure to let him know how<br />
lucky he is on a regular basis.<br />
Simon Walker<br />
Letter from<br />
the CeO<br />
January 2011 <strong>BVCA</strong> Briefing 3
Comment<br />
noel Ainsworth, a partner at law firm Simmons & Simmons, takes you through the legal and<br />
commercial considerations for first-time private equity funds.<br />
First time private equity fund GPs come in a variety of guises: they<br />
may be an existing team spinning-out from a PE house or a bank;<br />
a collection of principals from a number of firms with a common<br />
vision, or a group of corporate executives that are looking to leverage<br />
their operational expertise. In each case there are a number of key<br />
issues, both legal and commercial, that a first time GP will need to<br />
bear in mind when looking to successfully raise a debut fund.<br />
The first and most important consideration is to establish what<br />
it is that differentiates the new offering from the other funds in<br />
the market – this may be a novel investment strategy, particular<br />
operational or geographical expertise or simply an outstanding<br />
investment track record. Whatever it may be, LPs will need to be<br />
persuaded that the product being marketed is not something they<br />
can get from other, more established firms with more substantial<br />
track records.<br />
The offering itself is not all – as one of the doyens of private equity,<br />
Henry Kravis, has said “you only have one thing to sell in life, and that’s<br />
yourself”. The investment team is being sold to LPs as much as the<br />
fund product, and LPs are looking for a team that can demonstrate<br />
a complete skill set, from sourcing investments, making operational<br />
improvements and executing successful exits, and one which they<br />
can partner with for the long term – after all, they will be entrusting<br />
significant funds to their chosen manager for an extended period.<br />
The team’s skill set should also be supported by a verifiable track<br />
record which is consistent with the proposed fund’s investment<br />
strategy, which in some instances may be hard to compile, or<br />
subject to confidentiality constraints. In extreme cases, a trawl<br />
through publicly available data may be required to put together the<br />
track record.<br />
LPs also look to partner with their GPs on a multi-fund basis, so that<br />
in order to attract investors, new GPs need to have an appropriate<br />
long-term outlook for their business which can convince potential<br />
investors that the relationship they intend to build can succeed<br />
for a number of funds, and not just for the purposes of the initial<br />
<strong>fundraising</strong>.<br />
4 January 2011 <strong>BVCA</strong> Briefing<br />
A first time<br />
for everything<br />
The terms of the fund are also key. These should be at least in line<br />
with, or more generous than, prevailing market standards. Economic<br />
provisions are fundamental – LPs will look for a management fee<br />
which is based on budgeted costs and overheads (and may well<br />
ask to see how these are calculated) and a carried interest based<br />
on a ‘fund-as-a-whole’ waterfall, with appropriate clawbacks and<br />
guarantees from the investment team. LPs will also almost certainly<br />
want to see a substantial amount of investment in the fund from<br />
the principals to further align interests between GP and LP, although<br />
investors are likely to be reasonable with first-time GPs, taking into<br />
account the financial position of the principals.<br />
For new funds targeting institutional money, the Institutional Limited<br />
Partners Association (ILPA) represents a powerful investor lobby, and<br />
adherence to the guidelines set out in ILPA’s Private Equity Principles<br />
is also a means for a new GP to stand out from the crowd. A word of<br />
caution, however: while the majority of the principles are reasonable<br />
and many either are or are becoming market standard, some are<br />
more controversial and should be less acceptable to managers. It is<br />
important when discussing these to ensure that the fund has legal<br />
advisers that are attuned to the latest market developments and<br />
can advise on what is and what is not acceptable when looking to<br />
embrace the Private Equity Principles.<br />
Along with choosing the correct legal adviser, new GPs should ensure<br />
that their other advisers (including placement agents, <strong>admin</strong>istrators,<br />
compliance consultants and auditors) are experienced in the<br />
establishment of private equity fund businesses so that these<br />
advisers are able to give tailored support to the GP in matters where<br />
the investment team may not have detailed or extensive experience.<br />
We regularly advise new GPs on the structuring of their private<br />
equity fund management businesses and the launch of their debut<br />
funds, and are a trusted strategic partner of the <strong>BVCA</strong> in providing<br />
training to debut private equity fund businesses.<br />
If you have any questions on any aspect of establishing a new<br />
private equity fund business, please do not hesitate to contact us.
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January 2011 <strong>BVCA</strong> Briefing 5
Comment<br />
6 January 2011 <strong>BVCA</strong> Briefing<br />
Venturing on the<br />
<strong>fundraising</strong> trail<br />
Ahead of the much-anticipated wave of funds set to hit the market this year, Patrick McCurry<br />
reports on the hopes and fears of Britain’s venture capital community.<br />
The venture capital industry in the UK and Europe is facing tough<br />
<strong>fundraising</strong> conditions. This is partly due to the general squeeze<br />
on available investment capital from LPs as well as the asset class’s<br />
poor returns in recent years.<br />
“We see the <strong>fundraising</strong> environment as challenging in the short<br />
term, as returns for the venture sector as a whole have been poor<br />
since the dot-com bubble, both in terms of IRR and liquidity,” says<br />
Richard Anton, a partner at Amadeus Capital Partners. But he believes<br />
that this situation will change in the longer term, as improved venture<br />
performance starts to show through in the industry figures.<br />
He adds that it is ironic that the current <strong>fundraising</strong> challenges come<br />
against a backdrop in which venture investing and realisations<br />
are looking very positive: “Deal flow is good at the moment and<br />
portfolio companies are of high quality. Also, pricing on entry is<br />
reasonable and portfolio companies are performing well because<br />
the market segments venture is invested in are doing well. Our<br />
businesses have done well through the recession and afterwards.”<br />
Calum Paterson, managing partner of Scottish Equity Partners<br />
(SEP), argues that successful <strong>fundraising</strong> in this asset class will<br />
come down more to the long-term performance of individual<br />
firms rather than the venture industry as a whole.<br />
“Clearly, these have been tough market conditions but what’s<br />
important is how firms have responded to the challenges and the<br />
extent to which they’ve been able to navigate their way through<br />
choppy waters,” he says.<br />
Paterson believes that general <strong>fundraising</strong> conditions for venture<br />
are unlikely to become more benign for a long time: “But our<br />
investors are more interested in track record over the long haul<br />
than the pace of exits over the last couple of years. They want<br />
to see a credible investment model, experienced team and strong<br />
leadership.<br />
“Maintaining good investor relations is also important, not just<br />
when you’re embarking on a <strong>fundraising</strong> drive but throughout<br />
the life cycle of a fund so that investors are aware of the strategic<br />
milestones that have been achieved and the value created.”<br />
Amadeus’s Richard Anton says that the exit environment is<br />
becoming rosier for venture, which should have a knock-on effect<br />
on <strong>fundraising</strong> in the longer term: “Trade buyers came back to the<br />
market in 2010, as many corporates in technology are cash rich<br />
and need to buy in technology innovation. The IPO market has not<br />
really re-opened, however.”<br />
He believes there will be only modest <strong>fundraising</strong> in 2011, with<br />
only a relatively small number of venture firms tapping the market.<br />
But those who do embark on raising capital may reach their goals,<br />
he believes, because of limited competition.<br />
“Most people in the venture capital industry are positive about<br />
the longer-term trends for the sector,” he says: “Trade buyers are<br />
making more acquisitions, which means more competition for<br />
assets and that pushes up prices.<br />
“It is also the case that the cohort of companies in the portfolio<br />
of many VC firms is more mature, because until recently the exit<br />
market has been subdued. That means that those more mature<br />
portfolio companies are generating higher earnings than might<br />
normally be expected and their underlying operational growth is<br />
good. A much higher proportion of our portfolio companies are<br />
now profitable than ever before and that means they are more<br />
attractive to more classes of acquirer and so will fetch higher<br />
values at exit.”
Comment<br />
New fund,<br />
new challenges<br />
The heavier regulatory burden on financial services means new managers of start up and spin<br />
out funds are facing an increasingly complex regulatory landscape, writes Bryony Livingstone,<br />
a member at Kinetic Partners.<br />
In the early stages of establishing a new group, the key concerns<br />
centre around structuring the fund, building the investment<br />
team and determining whether or not the fund is likely to attract<br />
enough investors to get off the ground. There are now a number<br />
of challenges facing new managers which mean that regulatory<br />
issues need to be considered even earlier on in the process than was<br />
previously the case.<br />
One of the practical challenges facing new managers is that the<br />
lead time to become authorised by the Financial Services Authority<br />
(FSA) has increased considerably in the last two years. The statutory<br />
timescales for processing applications have not changed and remain<br />
up to a year (for incomplete applications). Previously the FSA worked<br />
to and often exceeded its voluntary service standards of processing<br />
75% of new managers’ complete applications within three months<br />
of receipt. However, this is no longer the case and to reduce the<br />
possibility of delays to first close (by when managers would need<br />
to be regulated), applications for regulation need to be submitted<br />
much earlier in the process.<br />
Together with the longer approval process, the regulator is adopting<br />
a more forensic approach to its scrutiny of new applications. Case<br />
officers dealing with applications request detailed information<br />
and will require drafts of legal documentation so that some of the<br />
decisions and drafting that a new manager could often in the past<br />
delay to nearer to close now have to be carried out much earlier in<br />
the <strong>fundraising</strong> process. Consequently lawyers’ and other advisors’<br />
fees are likewise incurred earlier on when there is less certainty that<br />
the business will succeed.<br />
The FSA’s prudential requirements require firms to provide at least<br />
12 months’ month-by-month P&L, cash flow and proof of adequate<br />
capital, amongst other things. The amount of capital required will<br />
be dependent upon cash burn and start up costs as well as the FSA’s<br />
‘headline’ financial resources requirement which tends to be low<br />
for most venture capital managers. The FSA stress tests financial<br />
projections, for example to determine whether a fund can cope with<br />
several months’ delay to closing.<br />
There is a range of non-prudential regulatory requirements that new<br />
managers need to consider, including requirements for adequate<br />
systems and controls to be in place on authorisation, establishment<br />
of effective governance, conflicts policies, and compliance with<br />
five key threshold conditions. From the financial crime perspective,<br />
rigorous anti-money laundering controls are required including<br />
detailed processes for KYC/source of funds identification for<br />
investors and KYC/due diligence processes for potential investments<br />
of the fund. The new bribery provisions are an additional area of<br />
compliance that will attract greater regulatory focus in 2011.<br />
The unprecedented regulatory burden does not stop with the UK’s<br />
regime. In the US the Dodd-Frank Reform Act raises more regulatory<br />
considerations which will require some managers to also become<br />
registered with the SEC from 21 July, 2011 and for others to provide<br />
information to the SEC as “Exempt Reporting Advisers”. Those<br />
requiring dual regulation will need to submit applications to the SEC<br />
as well as to the FSA and to comply with both sets of regulations.<br />
Although the regime has not yet been finalised, the SEC has<br />
proposed that Exempt Reporting Advisers will include “Venture<br />
Capital” managers (narrowly defined), and a further category<br />
entitled “Private Fund Advisers”. The proposal is that these Exempt<br />
Reporting Advisers will be required to submit reports including<br />
detailed information about both the manager and the funds to the<br />
SEC, and that this information will be publicly disclosed. The SEC<br />
would have access to the books and records of Exempt Reporting<br />
Advisers as the proposals are currently drafted. The only managers<br />
who would not be subject to either SEC reporting or registration<br />
would be those who: have no place of business in the US; manage<br />
less than US$25m of investments from US investors; have fewer<br />
than 15 US investors; and do not hold themselves out generally to<br />
the public in the US as an asset manager.<br />
At the European level the AIFM Directive is due to be implemented<br />
by member states within two years and will affect the way managers<br />
and their funds are structured. The wide ranging provisions of the<br />
Directive add yet another layer of requirements and disclosures to<br />
be considered by start-ups and spin out managers. New managers<br />
need to plan ahead and structure funds to take account of the<br />
provisions of the Directive on their business.<br />
New managers are increasingly required to satisfy many and<br />
complex regulatory conditions early on in their formation process.<br />
Long lead times for FSA authorisation in the UK mean that forward<br />
planning and early decisions are required, whilst European and US<br />
driven regulations add to the burden. It is important, e<strong>special</strong>ly for<br />
first time managers, to tackle these regulatory challenges early on<br />
in the process, and if necessary, to seek <strong>special</strong>ist advice to ensure<br />
compliance at each stage of the authorization process, across all<br />
relevant jurisdictions.<br />
January 2011 <strong>BVCA</strong> Briefing 7
Comment<br />
8 January 2011 <strong>BVCA</strong> Briefing<br />
Mid-market prepares<br />
to run the gamut<br />
While it is likely to be a difficult <strong>fundraising</strong> year for mid-market firms, those with achievable targets<br />
and that have a good track record and experienced team stand a good chance of success.<br />
Overall, <strong>fundraising</strong> numbers for UK firms in 2011 are likely to be<br />
a little up on 2010, says Jeremy Lytle, investor relations director at<br />
ECI Partners, which successfully fundraised in 2008. But this year will<br />
still be tough, he adds, pointing to surveys suggesting a substantial<br />
number of UK LPs do not intend to invest in private equity this year.<br />
“LPs are cautious, but there were some successful <strong>fundraising</strong>s last<br />
year by smaller funds – those with good performance and a stable<br />
and experienced team,” he says.<br />
One trend that mid-market funds may be able to take advantage of<br />
is the disaffection with mega funds among some LPs: “Some of the<br />
big LPs, who invested purely in large buyout funds in the early 2000s<br />
to 2007, are now looking at the mid and lower mid-market in order<br />
to diversify their allocation.”<br />
Rod Richards, managing partner at Graphite Capital, agrees that<br />
the mid-market could benefit from a shift in perspective among<br />
investors: “It may be easier for mid-market firms to raise money than<br />
larger firms, but only those firms that have a good track record will<br />
succeed.”<br />
He adds that firms will be judged by investors on what they have<br />
done over many years, not just in the good times: “People will be<br />
looking at what firms have done in the run-up to the downturn and<br />
afterwards and will want evidence that firms have invested well in<br />
the new market conditions. There will be some skepticism about<br />
returns made pre-crash.”<br />
If mid-market firms in the <strong>fundraising</strong> cycle can demonstrate to<br />
investors their ability to add value to investments, they stand a good<br />
chance of winning over some LPs that would have traditionally only<br />
backed mega funds, says Richards.<br />
LPs will be looking at whether a particular firm really offers them<br />
what they are seeking, says William Gilmore, investment director at<br />
Scottish Widows Investment Partnership: “LPs will need to decide<br />
whether they want a pan-European focus or a country focus. For<br />
smaller markets and southern Europe, many LPs may be satisfied<br />
with having those covered in a pan-European fund.” Differentiation<br />
will also be important for mid-market firms, he says, whether that be<br />
how they source deals or a sectoral <strong>special</strong>ism.<br />
Overall, the <strong>fundraising</strong> market for private equity is likely to be very<br />
competitive in 2011 because there are expected to be more firms<br />
seeking capital. This will put a lot of pressure on GPs, who will find<br />
it harder to meet LPs and have to meet much tougher demands as<br />
part of LPs’ due diligence.<br />
Having said that, the mid-market and lower mid-market have<br />
certain strengths, says Andrew Bentley, a partner at advisory firm<br />
Campbell Lutyens: “It is perhaps easier to see how GPs can add<br />
more operational value and therefore less of a reliance on debt and<br />
structuring than bigger firms. LPs are assuming that multiple growth<br />
and leverage will play far less of a role in successful investments in<br />
the next few years than before.”<br />
A key ingredient in successful <strong>fundraising</strong> by mid-market firms this<br />
year will be keeping on board a high proportion of their existing<br />
LPs, says Jeremy Lytle. Five years ago the general expectation for<br />
<strong>fundraising</strong> firms was to have 60%-70% of existing shareholders recommitting:<br />
“Today, while the figure is likely to be a bit lower than<br />
that, GPs will want to keep as many of their existing LPs as possible<br />
committed because then they have less of a shortfall to fill with new<br />
investors.”
Comment<br />
To do or not to do,<br />
that is the question<br />
The dilemma over whether to outsource back office activities remains as pointed as ever.<br />
David Bailey, managing partner at Augentius Fund Administration explores the issues.<br />
With higher levels of regulation, increasing demands from LPs and<br />
greater needs for transparency, the GPs world is getting more and<br />
more complex. More often than not GP groups, particularly new<br />
GPs, do not have the capabilities to meet and service all the specific<br />
demands being made of them. GPs are expert in identifying portfolio<br />
companies, enhancing their value and then taking a profit. They are<br />
not necessarily expert in IFRS or US GAAP, putting in place disaster<br />
recovery technology and strategies or implementing accounting<br />
technology installations and updates.<br />
Similarly fund structures have become more complex and diverse.<br />
The reality is that life has got far more complex and, with impending<br />
legislation, is likely to get even more complex, i.e., the need to produce<br />
multiple GAAP accounts plus the need for compliance with the AIFM<br />
and the regular production of NAV calculations.<br />
In recent years more and more GPs have turned to <strong>special</strong>ised private<br />
equity fund <strong>admin</strong>istrators to provide a professional and expert service<br />
to their fund. Initially only located in offshore locations, the private<br />
equity fund <strong>admin</strong>istration business has come ‘onshore’ over the last<br />
10 years and now provides full service to GPs across a wide range of<br />
domiciles. With <strong>admin</strong>istrators expanding their global spread it is now<br />
possible to appoint one <strong>admin</strong>istrator to deal with all the entities in<br />
a multi-jurisdictional fund/structure thus streamlining processing and<br />
reducing costs elsewhere.<br />
Fund <strong>admin</strong>istrators whether they are servicing onshore or offshore<br />
structures generally deal with all aspects of the ‘back office’ work of<br />
the fund. This includes:<br />
• Operational reviews of fund documentation<br />
• Design and setting up of all drawdown/distribution notices;<br />
quarterly and annual accounts in the ‘look and feel’ of each GP<br />
group. Everything should be tailored to each individual manager –<br />
the use of a fund <strong>admin</strong>istrator should not lead to ‘standardization’<br />
if this is not appropriate<br />
• Carrying out all limited partner due diligence to include AML and<br />
KYC checks as appropriate along with ongoing annual checks<br />
• Maintenance of all accounting/financial records to include regular<br />
reconciliation of bank accounts with financial records<br />
• Generation and distribution of all call letters to cover costs/deals<br />
and monitoring for receipt of cash from all LPs<br />
• Payment of all expenses in accordance with instructions from<br />
the GP<br />
• Calculation and payment of all management fees on a quarterly<br />
basis – or as per the agreement<br />
• Modeling and systemisation of carry distribution and subsequent<br />
calculation and payment of carry once payable<br />
• Calculation and payment of all distribution monies, taking into<br />
account all ‘opt-outs’<br />
• Preparation and distribution of quarterly/periodic investor<br />
reporting to all LPs to include individual capital statements for<br />
each LP<br />
• Preparation of annual audited accounts, management of the audit<br />
process and subsequent distribution to individual LPs<br />
The quality of staff and systems are the key components that<br />
determine the quality of service provided by any <strong>admin</strong>istrator. Given<br />
the nature of the complexity of the structures involved it is imperative<br />
the funds are serviced on a day to day basis by properly qualified staff,<br />
who understand private equity structures and the processes involved.<br />
A service level agreement (tailored to the individual needs of the fund<br />
and client) should be put in place and actual performance should be<br />
monitored against the SLA on a regular basis. Given the pressures from<br />
LPs it is imperative that all reporting is delivered within all promised<br />
deadlines. LPs do actually monitor who delivers what and when – and<br />
late delivery may mean a reluctance to re-up in future funds.<br />
But people change from time to time and it is important that any<br />
<strong>admin</strong>istrator has sophisticated technology to aid LP reporting and to<br />
ensure both the integrity and security of data. Without proper systems<br />
(which does not include Excel!!), the opportunity to automate many of<br />
the processes will be lost and errors will be made. Again, this can only<br />
create problems and the potential for criticism from LPs. In addition<br />
proper disaster recovery facilities must be in place – it’s a regulatory<br />
requirement.<br />
It goes without saying that ‘you get what you pay for’. Some<br />
<strong>admin</strong>istrators will provide a cheap service, using lower quality staff,<br />
minimal technology and inflexible service levels. Others provide a hitech<br />
environment ensuring the integrity of data and use fully qualified<br />
professional staff providing a tailor-made solution. Each GP will<br />
determine the solution that suits them best but they should be aware<br />
of the cheap solutions – economy in the first instance can give rise to<br />
higher costs in the future if errors are made or data lost. In any event<br />
the cost of a professional <strong>admin</strong>istrator (which is generally paid for out<br />
of the fund) is rarely little more than a few basis points. A small price to<br />
pay for complete piece of mind.<br />
January 2011 <strong>BVCA</strong> Briefing 9
Comment<br />
10 January 2011 <strong>BVCA</strong> Briefing<br />
The <strong>fundraising</strong><br />
checklist<br />
There are several key issues every GP raising a fund needs to consider, explains Anthony Tulloch,<br />
partner in the corporate group and head of investment funds at international law firm Olswang<br />
Overarching perceptions of private equity across the market are<br />
strong; studies have shown that the vast majority of private equity<br />
backed companies believe they would not have enjoyed the same<br />
level of accelerated success without private equity funding, and<br />
banks perceive private equity funds to be comparatively low risk and<br />
therefore their propensity to lend to them is higher.<br />
Nevertheless, recent research from data provider Preqin highlights<br />
the problems facing the sector. The reality is that thanks to liquidity<br />
issues among investors and a lack of confidence throughout the<br />
marketplace, private equity <strong>fundraising</strong> fell to a six year low in 2010.<br />
Overpayment for portfolio companies before the crisis and premature<br />
maturity of bank loans due to the contravention of covenants have<br />
meant that many funds have performed poorly.<br />
However, discussions with our clients indicate that conditions are set<br />
to improve in 2011 and research shows that 54% of investors plan to<br />
invest more capital in 2011 than 2010.<br />
In anticipation of this shift, we at Olswang are working with GPs to<br />
maximise investment opportunities in the coming year. Though<br />
conditions are set to improve, LPs are more cautious and new<br />
legislation has operated to increase the obligations of the GP,<br />
requiring a more steadfast approach to <strong>fundraising</strong> than ever before.<br />
In anticipation of these challenges, below is a sample of just some<br />
of the issues we recommend our clients consider to ensure the<br />
expectations of 2011 become a reality:<br />
fees<br />
Management and transaction fees are coming under more scrutiny<br />
than ever before. GPs should expect discussion both on the gross<br />
amount of the management fee and on the offset for transaction<br />
and other fees.<br />
However, where costs are being squeezed by investors, GPs should<br />
simultaneously be looking for ways to minimise the costs of their<br />
own professional services providers. For example, here at Olswang<br />
we maintain that clear, simplified legal documentation should be<br />
used with our business partners to minimise bureaucracy and the<br />
risk of error whilst ensuring that time and money is not wasted on<br />
deciphering legalese. Our experience tells us that finding smart<br />
and efficient professional service partners who are willing to work<br />
alongside you to minimise costs will ultimately permit the GP to<br />
translate these savings into savings for their investors.<br />
Legislation<br />
The European Union’s Directive on Alternative Investment Fund<br />
Managers (AIFMD) intends to harmonise the regulatory standards<br />
of private equity funds. The final version seems to be a lot less<br />
problematic than was initially feared. Where this potentially creates<br />
an issue, however, is for smaller venture capital houses that fall<br />
beneath the threshold of the Directive. Their lack of regulation<br />
may prove a deterrent to investors and therefore they may need to<br />
register themselves voluntarily.<br />
The Bribery Act, enacted but not yet in force, and already under<br />
scrutiny by the new government, is also impacting GPs, requiring<br />
procedures to be in place to ensure no companies within the<br />
portfolio contravene the particulars of this legislation.<br />
responsible investment<br />
Many of today’s investors are not only looking for an entrepreneurial,<br />
unique product but a package that takes responsible investment into<br />
consideration. Seeing beyond the greenwash and appreciating how<br />
maintaining procedures that ensure compliance with guidelines such<br />
as those of the UN on environmental and social responsibility and<br />
corporate governance will ultimately help to safeguard the value of<br />
their investments.<br />
Transparency<br />
Though investment may increase in 2011, so too will the requirement<br />
for accountability. The Walker guidelines are set to be more stringently<br />
adhered to and investors will expect transparency as to the status of<br />
their investments and the performance of portfolio companies, to a<br />
far greater extent than is common with public companies.<br />
Private equity in partnership<br />
At such a challenging time for the GP, insight from your professional<br />
service providers will become increasingly important. Through<br />
selecting a partner who shares your values, understands your concerns<br />
and intelligently anticipates and responds to market conditions, there<br />
is no reason why 2011 should fail to meet expectations.<br />
Our client, Piraeus Clean Energy agrees: “Our clean energy fund,<br />
sponsored by Piraeus Bank as its cornerstone investor, is approaching<br />
international investors at a time which, due to the international<br />
economic climate, is a very difficult one for <strong>fundraising</strong>. Throughout<br />
the process, Olswang have given us great advice on terms and<br />
conditions in today’s market, and on the matters that are of concern<br />
to investors today.”<br />
For more information on Olswang’s Investment Funds team, contact<br />
anthony.tulloch@olswang.com.
Comment<br />
Mega funds<br />
or mega flops?<br />
Amid increased LP scrutiny, question marks have been raised over the ability of the world’s<br />
largest firms to raise the sorts of capital they are used to. Patrick McCurry reports.<br />
In the boom years many LPs were desperate to invest in large,<br />
or mega, buyout funds. But since the financial crisis LPs have<br />
questioned a business model that appears to rely on high leverage, a<br />
rising market and financial engineering to achieve results.<br />
That does not mean that all mega funds will struggle to raise capital<br />
going forward, but LPs have become choosier and future fund sizes<br />
are unlikely to match some of the huge sums raised in the past.<br />
Some traditional investors, such as endowments and foundations,<br />
have reduced their commitments to private equity and less<br />
sophisticated LPs, such as some family offices, have withdrawn. But<br />
insurance companies are still interested and there have also been<br />
some new entrants, such as sovereign wealth funds, who have lots<br />
of liquidity but are also very demanding.<br />
Kurt Bjorklund, co-managing partner at Permira, is positive on the<br />
future trends for <strong>fundraising</strong>: “Even LPs that have had a rough ride<br />
are now starting to see significant capital returns and an improving<br />
macro environment.” Private equity is relatively attractive to these<br />
investors, he says, as bond returns are threatened by inflation.<br />
“LPs are returning to a more normal investment approach, though<br />
funds are likely to be a little smaller than in the past,” he says, adding<br />
that although the mega funds were out of fashion a year ago things<br />
have moved on. “The industry hasn’t seen the widespread busts in<br />
portfolio companies that some were predicting and in our latest<br />
fund we’ve seen EBITDA growth of 40% in the past year.”<br />
An indication of the environment for large funds will be how well<br />
BC Partners does this year in its attempt to raise nearly €6bn – the<br />
largest European <strong>fundraising</strong> since the collapse of Lehman Brothers.<br />
Cinven is also planning to fundraise.<br />
If these two manage to successfully meet their targets, and the initial<br />
indications are encouraging according to people in the market, it will<br />
send out a positive message for other large funds.<br />
Andrew Bentley, a partner at advisory firm Campbell Lutyens, says<br />
the sheer size of mega funds brings its own challenges given the<br />
liquidity issues facing LPs: “To raise a similar sized fund as in the past<br />
a mega fund may need to deal with twice as many investors, which<br />
means the <strong>fundraising</strong> is likely to take longer.”<br />
He adds that there has been some disaffection with larger funds and a<br />
backlash against fees. “There’s a perception that they did well in a rising<br />
market but will find it harder in today’s climate, so GPs really need to<br />
demonstrate that they know the companies and sectors they invest<br />
in extremely well and can add value at a strategic and operating level.”<br />
Moose Guen, founder of PE advisers MVision, says that the mega<br />
funds have experienced a hit to their reputations since the credit<br />
crunch, which has not always been justified: “Every market segment<br />
has had its disasters and whether a firm does well can come down<br />
to luck, as well as the competency of GPs and the DNA of the fund.”<br />
He adds that across the board LPs are reducing the number of PE<br />
relationships they have, which means it will be harder to reach first<br />
close and, even more so, final close. “It will be crucial that fund<br />
targets are of an achievable size and that GPs have the support of<br />
both existing and new investors,” he says.<br />
William Gilmore, investment director at Scottish Widows<br />
Investment Partnership, says he expects there will be some<br />
consolidation in investment relationships, with LPs feeling they<br />
don’t necessarily have to be in every fund. “There will be some<br />
haves and other have nots in the <strong>fundraising</strong> market, because<br />
we’re in a period of capital rationing, so some long-term investor<br />
relationships will fall by the wayside.”<br />
He adds that if an LP has historically been invested in four very large<br />
funds it may decide only to invest with two going forward, partly<br />
because of capital rationing and partly because of a perception that<br />
the number of transactions executed by larger funds will be smaller<br />
in the future.<br />
January 2011 <strong>BVCA</strong> Briefing 11
Here & now<br />
The <strong>BVCA</strong> exists to promote venture capital and its interests all of the time. There are, though,<br />
moments when it is highly opportune to place a <strong>special</strong> emphasis on the sector and at the<br />
loudest possible volume.<br />
We are all aware that the dot com boom and bust has cast a long<br />
shadow from which it has been difficult for UK venture capital to<br />
escape entirely. However, there are now real grounds for optimism<br />
that 2011 will be an e<strong>special</strong>ly significant year for the venture<br />
capital community which will signal the start of a decade of new<br />
commercial opportunities.<br />
There are three particular signals which lead us to this assessment.<br />
The first is the prospect of a series of prominent exits and<br />
IPOs over the next 12 months which will involve well-known<br />
companies whose roots are in the support they have received<br />
from the venture capital sector. The second is the accumulating<br />
evidence that the United Kingdom is entrenching its role as<br />
12 January 2011 <strong>BVCA</strong> Briefing<br />
2011: Year of Venture<br />
Launching a new <strong>BVCA</strong> campaign<br />
(Left to right) Simon Walker, CeO, <strong>BVCA</strong>; richard Anton, Vice Chairman, <strong>BVCA</strong>; Joanna Shields, vice president,<br />
eMeA, facebook; and Simon Clark, Chairman of the <strong>BVCA</strong>’s Venture Capital Committee<br />
the European hub for venture capital. The third is the evident<br />
enthusiasm of the coalition government here for expanding the<br />
venture sector. The most prominent aspect of this has been<br />
David Cameron’s support for the enhancement of the East<br />
London Tech City cluster but that headline policy comes with<br />
numerous other initiatives attached. The Government is right to<br />
want to champion venture capital and we are pleased that Boris<br />
Johnson, the Mayor of London, is now set to play a leading part<br />
in this enterprise as well.<br />
In that light, the <strong>BVCA</strong> has designated 2011 as ‘The Year of<br />
Venture’. The coming 12 months will witness a number of<br />
high-profile events, meetings and publicity drives. The first of
these was the Inaugural Venture Capital Entrepreneur Lecture<br />
which took place on January 17th (photos below) where<br />
Joanna Shields, Vice President, Europe, Middle East and Africa,<br />
addressed an audience of venture capitalists, portfolio company<br />
executives, parliamentarians and the media on the future of<br />
venture capital in Europe. There will be future events in the<br />
course of the year in co-operation with the Mayor of London’s<br />
office and an enterprise reception at the House of Commons in<br />
July. We are also keen to collaborate with student entrepreneurs<br />
to encourage the emergence of the venture capitalists of the<br />
future. Other activity will include a monthly series of lunches with<br />
key external stakeholders and a portfolio company of the week<br />
It is absolutely vital<br />
that the themes<br />
of ‘enterprise’ and<br />
‘venture capital’<br />
become synonymous<br />
in the minds of<br />
policymakers.<br />
highlighted on the <strong>BVCA</strong>’s website. This is the year in which to<br />
associate venture capital with the theme of economic growth in<br />
the short-term and the re-balancing of the UK economy in the<br />
medium term.<br />
All of this will, though, only be as effective as the support which we<br />
receive from the sector itself. The Year of Venture offers venture<br />
capital the chance to showcase itself anew. It is absolutely vital<br />
that the themes of ‘enterprise’ and ‘venture capital’ become<br />
synonymous in the minds of policymakers. It is only if that link is<br />
understood that Britain can make the sort of economic progress<br />
in the year and indeed the decade ahead that we would all wish<br />
to see.<br />
January 2011 <strong>BVCA</strong> Briefing 13
Q&A<br />
Q1. You’ve been working in private equity for 15 years<br />
now. Obviously the industry has changed significantly<br />
in that time, but what for you are the main differences<br />
between now and the mid-1990s?<br />
A. The UK and European private equity markets have become<br />
significantly more competitive since the mid 90s. To produce<br />
top quartile returns today, one needs to identify deals where<br />
there are operational opportunities above and beyond the<br />
financial engineering and “buyout effects” that sufficed a decade<br />
ago. Leading private equity sponsors now must have a greater<br />
understanding of the industries in which they invest as well as<br />
access to world-class operational capabilities.<br />
Q2. How has Advent international changed since you<br />
joined in 1998?<br />
A. When I joined Advent, we had fewer than 100 deal<br />
professionals in the firm and now we have more than 160. We<br />
have also expanded geographically from 11 offices 10 years<br />
ago to 18 today. Our main buyout fund programmes have also<br />
expanded with cumulative capital increasing from US$2bn in<br />
2000 to US$26bn today.<br />
We strive to continually improve the way in which we do business<br />
and whilst we essentially have the same buyout and operational<br />
growth strategy, we are much better resourced. We now have a<br />
more sophisticated toolkit- the support of our very experienced<br />
Operating Partners, a <strong>special</strong>ist debt team, portfolio support<br />
to provide analysis and management tools for our portfolio<br />
companies plus the lessons we have learned over the years and<br />
the huge benefits of global sector coordination. Much energy<br />
continues to be dedicated to preserving our unique culture of<br />
collaboration, intellectual honesty, integrity and stewardship that<br />
has enabled Advent to successfully grow and develop over time.<br />
Q3. focusing on the last two to three years in<br />
particular, the recession obviously had a severe impact<br />
on private equity. How did Advent adjust to the<br />
changing conditions?<br />
A. Economies work in cycles and the tactics that you adopt<br />
need to vary according to the prevailing phase of the cycle.<br />
We adapt our tactics, but our underlying strategy of looking for<br />
opportunities to add operational value and to grow companies<br />
for long term success hasn’t changed.<br />
14 January 2011 <strong>BVCA</strong> Briefing<br />
with<br />
Fred Wakeman<br />
Managing Partner and Head of<br />
Advent international’s London office<br />
During 2007, when the market was frothy, we raised funds and<br />
we exited businesses which were ready to move on to their next<br />
phase of ownership and development. During the tough two<br />
years that followed, we focused on our portfolio companies,<br />
ensuring that they had enough resources to continue to grow<br />
and support operations. Our deal teams split their time between<br />
working closely with their portfolio company management teams,<br />
adapting plans to the new economic environment and looking<br />
for businesses to invest in. We are a well resourced business and<br />
this enabled us to maintain the pace of our investments and our<br />
exits throughout this difficult trading period despite the debt<br />
markets being very difficult indeed.<br />
Q4. What do you look for when deciding to invest?<br />
A. The first question has to be, ‘Is there potential for a good<br />
operational growth story here?’<br />
We spend a great deal of time working within key sectors<br />
on sourcing proprietary potential deals and extensive due<br />
diligence. We look for management teams that we can partner<br />
with who have an interesting growth strategy that they believe<br />
in. We use our Operating Partners, with their many years of<br />
specific industry experience, to help us identify where the<br />
operational opportunities to add value lie and how we can grow<br />
and develop the business for success both during and beyond<br />
our ownership. From this work, we develop a very clear growth<br />
and development ‘story’ for the business and a clear picture of<br />
the potential value of the business and therefore its price in the<br />
market today.<br />
Q5. What lessons do you think the industry should<br />
learn, or has learnt, from the recession?<br />
A. Financial engineering is not a successful long term business<br />
strategy for a portfolio company and private equity, and the<br />
benefits it brings to businesses and the wider economy, need<br />
to be more clearly explained. It is not well understood by<br />
businessmen, politicians, industry commentators or the general<br />
public and this lack of understanding is even more the case<br />
outside the UK and US markets.<br />
Q6. With the decrease in the number of mega-buyout<br />
opportunities, have you seen, or do you expect to see,<br />
more competition for assets in the upper mid-market<br />
space, Advent’s traditional home?
We are size agnostic when we look at deals. We look by sector<br />
and with a specific eye for operational growth potential. We are<br />
also particularly adept at complex deals such as carve outs that<br />
require high levels of operational capability and a good degree<br />
of planning and patience. Consequently, we meet different<br />
competitors in different deal situations and in different regions.<br />
Pricing discipline, supported by extensive due diligence, is critical<br />
in highly competitive situations.<br />
Q7. What sectors are Advent particularly focused on at<br />
the moment?<br />
A. We focus on five key sectors; business and financial services,<br />
retail, consumer and leisure, industrial, healthcare and TMT. There<br />
are a number of opportunities around complex carve outs, buy<br />
and build and industry consolidation that look interesting at the<br />
moment and of course geography has a part to play too. We closed<br />
our largest Latin American fund of US$1.6bn in March 2010 and<br />
are opening our fourth office in the region of Columbia in 2011.<br />
Investment<br />
Foundation course<br />
14–16 March 2011<br />
Our programme, aimed at investment professionals with 3 to 18 months experience<br />
in the venture capital industry, provides a thorough introduction to the industry along<br />
with the opportunity to network.<br />
Course sessions include:<br />
• introduction to VC<br />
• VC modelling<br />
• Assessing technology risk<br />
• entrepreneurs session<br />
• Due-diligence<br />
• Transformational growth<br />
• Legal agreements<br />
• fund structuring<br />
great introduction to venture capital, would<br />
recommend to anyone starting out in the industry.<br />
Daniel Jones, fidelity growth Partners<br />
Q8. What is your outlook for the year ahead?<br />
A. 2011 will still be a tough year. Growth in the economy is likely<br />
to be flat in mature markets as a result of sluggish consumer<br />
spending, persistent high unemployment, and increasing<br />
inflation. As in 2010, price discipline on deals will continue to be<br />
important as much money will be chasing few deals.<br />
Q9. if you had just one minute with the man on the<br />
Clapham omnibus to extol the benefits of private<br />
equity, what would you say?<br />
A. Private equity is a force for growth in the economy. Without<br />
it, many good companies would never reach their potential and<br />
provide much needed employment and other economic benefits<br />
to their local communities. Furthermore, private equity is an<br />
attractive asset class for your pension fund that has proven to<br />
provide high returns for pensioners.<br />
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T: +44 (0) 207 420 1823/1814<br />
CPD Accreditation available with ACCA, BSB, CiSi, iCAeW and SrA.<br />
January 2011 <strong>BVCA</strong> Briefing 15
16 January 2011 <strong>BVCA</strong> Briefing<br />
Private Equity Services<br />
Making ESG as simple as ABC<br />
Let Waterman’s award-winning advisory team steer you<br />
through the changing Responsible Investment landscape<br />
There are increasing pressures on both LPs and GPs to<br />
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iHealthcare<br />
Just as Apple revolutionised music consumption, the Government’s plans for the NHS want to do<br />
something similar by putting the end user in charge. Simon Horner, <strong>BVCA</strong>, explores what could be<br />
the biggest shake-up in healthcare provision since 1945.<br />
When Margaret Thatcher famously declared in 1983 that the NHS<br />
was “safe in our hands” it was indicative of the limits of radical reform<br />
– tinkering yes, privatisation no. A health service publically provided<br />
and free at the point of use is perhaps the last post-war shibboleth<br />
still standing in modern public policy discourse. It stood in 1983 as<br />
Thatcher tacked back towards the political centre and it stands true<br />
today, with David Cameron spelling out his priorities in 2006 in three<br />
letters, “N-H-S”. Or does it?<br />
The election campaign was dominated by public spending cuts and<br />
education reform. Since then welfare reform has also risen up the<br />
political agenda. But this month sees the publication of a new NHS<br />
Bill, the biggest in the history of the health service and bigger indeed<br />
than the one that created it in 1945. In effect it shifts the NHS<br />
from a system of direct public management to one of competing<br />
(potentially private) providers. There will be a failure regime for<br />
hospitals and other services, with no power for the Secretary of<br />
State to prop them up. Consortia of GPs will be responsible for<br />
commissioning services. These are far reaching changes that have<br />
attracted very little attention, so much so that questions are being<br />
asked as to whether the Coalition even has a mandate for them.<br />
But the Prime Minister’s speech urges full steam ahead. So what do<br />
these reforms mean for investment in healthcare?<br />
A system that doesn’t allow for entry and exit of providers or even<br />
recycling of healthcare assets will score low marks for implementing<br />
new and innovative practice and technology. So it is with the NHS.<br />
At inception, 80% of surgery was in-patient, now it is as low as 20%.<br />
Yet the assets used are the same. No amount of efficiency drives can<br />
rescue a service run from outdated assets. There is little scope to<br />
invest in new and innovative ways of delivering outpatient services<br />
because we are still wholly committed to our hospital behemoths<br />
of yesteryear. Competing providers will face not the rigours of the<br />
market in proving that they can deliver better services for less, but<br />
‘save our local hospital’ campaigns, driven by local politicians and<br />
unions. A 2008 report by Westminster think tank Policy Exchange -<br />
‘All Change Please’ - found that the UK was slower in implementing<br />
new technologies and practices than our competitor nations, even<br />
when backed by clear evidence. NHS managers were not measured<br />
by how innovative they were but whether they met central<br />
government targets and stayed within their budget. But if this week’s<br />
reforms deliver what they are suppose to, this could all change.<br />
‘Any willing provider’ will be the watch words for service delivery<br />
with GP consortia incentivised to select on grounds of quality and<br />
cost (the only thing that may not be subject to the rigours of choice<br />
and competitions is the GPs themselves). As new providers enter the<br />
market, service delivery could be designed around new technology<br />
rather than the other way around, with clear incentives to invest<br />
in healthcare innovation. Different innovations could be applied in<br />
different areas of the country rather than imposed uniformly giving<br />
rise to a new sense of localism in healthcare provision.<br />
Similarly new providers who design a service with the patients’<br />
needs and wants in mind rather than trying to retrofit them as an<br />
afterthought will come to the fore. Shoshanna Zuboff, writing in<br />
the McKinsey Quarterly, describes an age of ‘distributed capitalism’<br />
where instead of asking ‘what do we have and how can we sell it to<br />
you?’ we ask ‘who are you?’ and ‘what do you need? So just as iTunes<br />
revolutionised the way we consume music by putting the end user in<br />
charge, so we must invest in a similar revolution is healthcare. It need<br />
no longer be about adapting our hospitals to convince users we have<br />
understood their needs, but rather redesigning the entire delivery<br />
mechanism around how people want to consume healthcare.<br />
There are already encouraging signs that such thinking already exists<br />
at the margins where some private provision already exists. Circle<br />
Health is a private provider which has delivered 98% consumer<br />
satisfaction by redesigning outpatient services putting the individual<br />
in charge. For example, the NHS’s notoriously poor food provision<br />
has been replaced with an on-site Michelin starred chef because<br />
that is what people wanted. This might be an extreme example but it<br />
highlights an emerging trend. As these reforms take root this thinking<br />
will move from the margins to the mainstream and the investment<br />
community must ready themselves to keep up with a new cohort of<br />
healthcare entrepreneurs like those at Circle Health.<br />
It should be the role of private equity and venture capital to lower<br />
the barriers to entry for these new providers and models of service<br />
delivery. With the Labour Opposition apparently against these<br />
reforms, political risk may way heavy on the minds of would-be<br />
investors but they should first consider the following: with public<br />
spending being cut and a demographic time bomb ticking in the<br />
background, these reforms are no longer ‘nice to haves’, they are<br />
absolutely essential. It is hard to see how even political ideology can<br />
row back against this onrushing tide. A concerted effort from the<br />
investment community could make such a reversal impossible.<br />
January 2011 <strong>BVCA</strong> Briefing 17
<strong>BVCA</strong> launches bespoke<br />
personal insurance facility<br />
with Chubb Insurance<br />
<strong>BVCA</strong> Insurance Services is delighted to announce the launch of a bespoke personal<br />
insurance facility with Chubb Insurance supported by leading personal lines broker,<br />
Quantum Underwriting Solutions Plc. Chubb have recently been voted “Personal Lines<br />
Insurer of the Year 2010” in the Insurance Times Awards, for the eighth time in eleven<br />
years. Their market-leading Masterpiece policy covers any number of houses, cars and<br />
possessions under one policy, with one renewal date serviced by a dedicated personal<br />
account manager at Quantum.<br />
Individuals within <strong>BVCA</strong> Member firms can benefit from a free personal consultation, either at home or at work,<br />
to review whether their current insurance arrangements meet their needs and if not, find a better solution.<br />
<strong>BVCA</strong> Members are also offered the exclusive benefit of interest free credit, regardless of premium amount.<br />
Explaining the reasons behind this initiative Andrew Graham, COO of the <strong>BVCA</strong>, commented: “Following<br />
the development of <strong>BVCA</strong> Insurance Services we continue to explore new partnerships with insurance<br />
providers to deliver exclusive benefits to our Members. After carrying out extensive market research and<br />
<strong>BVCA</strong> Member assisted due diligence, we chose Quantum due to their unwavering commitment to an<br />
advice and service-led proposition.”<br />
Simon Mobey, Chubb European Personal Lines Manager, added: “Chubb Insurance is proud to be partnering<br />
with the <strong>BVCA</strong> and Quantum on this initiative. Like Quantum, we <strong>special</strong>ise in serving the insurance needs of<br />
those with more to protect, and for whom standard products are simply inadequate. Chubb’s service has won<br />
an unparalleled number of awards, and therefore our product will be the perfect match for the <strong>BVCA</strong> members<br />
who rightly demand a bespoke service.”<br />
Quantum was founded in 2004 and deals only with personal insurance for individuals with more to protect.<br />
Quantum are Chubb’s largest privately owned niche broker insuring over 1,500 clients covering collective assets<br />
in excess of £1.5Bn. Quantum is headquartered in Solihull with offices in London and Farnborough. Founding<br />
director, James Wasdell commented: “We are delighted to partner with the <strong>BVCA</strong> to offer market leading<br />
insurance products from a highly rated insurer”. He added: “We have been meeting new clients for six years and<br />
continue to see wholly inappropriate insurance cover that does not match the client’s lifestyle or asset-base.”<br />
For more information you can visit www.quantumplc.com/bvca.<br />
To book your personal consultation you can email bvca@quantumplc.com<br />
or call Quantum on 0870 402 1900.<br />
Alternatively contact Nathan Sewell, nsewell@bvca.co.uk<br />
18 January 2011 <strong>BVCA</strong> Briefing<br />
<strong>BVCA</strong> Insurance Services is authorised and regulated by the Financial Services Authority
<strong>BVCA</strong> Portfolio<br />
Company Management<br />
Awards 2011<br />
Nominations are now open for only event that celebrates portfolio management teams.<br />
For the third year running, the <strong>BVCA</strong> is hosting one of the most<br />
important events on the private equity calendar, the Portfolio<br />
Company Management Awards 2011.<br />
The purpose of these awards is two-fold. Firstly, it is a chance to<br />
recognise and applaud the tireless work undertaken every day of<br />
every year by the management teams of companies backed by<br />
venture capital and private equity. It is these teams which are<br />
responsible for the performance of their businesses. It is therefore<br />
important that the Portfolio Company Management Awards,<br />
or PCMs for short, exist. Leadership and managerial excellence<br />
deserve to be celebrated.<br />
The second reason the <strong>BVCA</strong> holds such an event is to showcase<br />
to the wider world – be this government, the media or investors<br />
– exactly what it is private equity and venture capital does. It is<br />
an opportunity for the industry to demonstrate why it is good for<br />
British businesses, and in turn good for British employment and<br />
good for the British economy.<br />
With this in mind, the <strong>BVCA</strong> would like to encourage you to<br />
nominate any portfolio company which you feel has excelled over<br />
the past financial year (i.e., from April 1 2010). Nominations are<br />
now open and close at midnight 4 March. Regional winners will be<br />
Principal sponsor<br />
Co-sponsor<br />
Supporter<br />
announced in May and will automatically go head-to-head in the<br />
national finals, the winners of which will be revealed on 30 June<br />
2011 at an awards ceremony at a top London venue<br />
For more information and to nominate, pleased head over to<br />
www.bvcapcmawards.com, and good luck!<br />
national winners of the PCM Awards 2010<br />
Category Winner Pe or VC Backer<br />
Large Buyout Private Equity-Backed<br />
Management Team of the Year<br />
Card Factory LDC<br />
Mid Market Private Equity-Backed<br />
Management Team of the Year<br />
British Salt LDC<br />
Venture Capital-Backed Management<br />
Team of the Year<br />
International Impact Management<br />
Team of the Year<br />
R5<br />
Pharmaceuticals<br />
Catapult Venture<br />
Managers and Biocity<br />
DiGiCo Matrix Private Equity<br />
Partners<br />
Exit Management Team of the Year Pets at Home KKR and Bridgepoint<br />
Environmental Social and Governance<br />
Management Team of the Year<br />
OSS Holdings Dunedin Capital Partners<br />
Corporate Social Responsibility<br />
Management Team of the Year<br />
Major Impact to Industry – CEO of<br />
the Year<br />
Portfolio Company<br />
Awards 2011<br />
30 June 2011<br />
www.bvcapcmawards.com<br />
United Biscuits The Blackstone Group<br />
and PAI Partners<br />
Michael Fort, Lyceum Capital<br />
Synexus<br />
Celebrating<br />
leadership<br />
& managerial<br />
excellence<br />
January 2011 <strong>BVCA</strong> Briefing 19
Country<br />
Profile<br />
Despite the size of Russia’s economy, it’s private equity industry punches well below its weight.<br />
Alexander Pankov of Troika Dialog explains how the Russian Private Equity Initiative (RPEI) aims to<br />
beef up the market.<br />
The Russian private equity market represents one of the last untapped<br />
territories for international investors. Despite almost 20 years of liberal<br />
reforms and a fairly robust economic growth, the local alternative<br />
investment industry is still nascent and strikingly small relative to GDP,<br />
size of the consumer market and population. This phenomenon<br />
makes Russia an outlier among other BRICs enjoying a steady flow of<br />
foreign direct investment and a huge interest from global investment<br />
firms. According to the Emerging Market Private Equity Association<br />
(EMPEA), private equity penetration in Russia stands at 0.02% lagging<br />
behind not only India and China (0.32% and 0.13% respectively), but<br />
also Turkey (0.08%) and MENA (0.11%).<br />
A turbulent rise of the local market in 2004 to 2008 (first LBOs, first<br />
US$500m+ funds raised by Baring Vostok Capital Partners, Russia<br />
Partners, etc.) and cash overhang was followed then by unprecedented<br />
capital drought and industry deterioration caused by the credit<br />
crunch. EMPEA figures point out that in 2009 Russia-focused firms<br />
raised US$455m compared to almost US$4bn accumulated in India<br />
and close to US$7bn in China. As a result the local private equity<br />
20 January 2011 <strong>BVCA</strong> Briefing<br />
The Russian<br />
Private Equity<br />
initiative<br />
landscape has changed dramatically. The financial crisis has sparked<br />
further consolidation of the market, strengthening the position of the<br />
well-established players and nearly stalling the operations of many<br />
first-time funds launched prior to the crisis. Debt-laden portfolio<br />
companies have experienced great difficulties in restructuring and<br />
the deleveraging process has been extremely painful.<br />
In this environment many captive fund managers were spun out<br />
and several institutional investors completely exited the asset class.<br />
The drastic reshuffle coupled with the scarcity of capital and the<br />
macro-economic uncertainty of the last few years resulted in a major<br />
impediment for further development of the local private equity<br />
industry. In 2009 total investments made by institutional funds were<br />
well below US$300m, according to our estimates.<br />
As a preliminary step to address these challenges and misperceptions<br />
the Russian private equity community has reached a broad consensus<br />
to join forces and improve the local private capital market. A group<br />
of 15 leading GPs and service providers launched the Russian Private<br />
Equity Initiative (RPEI) in the middle of last year as part of the<br />
industry-wide effort to promote the Russia private equity asset class<br />
domestically and internationally.<br />
The four main goals of the RPEI:<br />
• Raise awareness of private equity among Russian institutional<br />
investors (predominately public and corporate pension schemes,<br />
insurance companies, banks and sovereign entities)<br />
• Create a more favourable legal environment for raising capital,<br />
investment and management of private equity domiciled both in<br />
Russia and other jurisdictions<br />
• Promote Russian private equity in the global LP/GP community<br />
and enhance its market position among other emerging<br />
economies<br />
• Set standards of professional conduct in corporate governance,<br />
reporting and SRI, improving industry-specific business education<br />
and professional qualifications<br />
A critical element of this initiative is the Russian Private Equity<br />
Performance Survey the RPEI has launched with Thomson Reuters,
which will collect comprehensive and reliable data from the entire<br />
industry in order to move towards building an efficient capital market.<br />
The first results of this study will be available in the middle of 2011 in<br />
the form of an IRR index, which will serve as the official benchmark of<br />
our industry. This effort is aimed at making the Russian market more<br />
transparent and comparable to other key private equity destinations.<br />
RPEI is actively involved in the interaction with local asset allocators,<br />
regulators and entrepreneurs in addition to collaborating with leading<br />
international media groups and investment consultants serving<br />
as major distributors of the industry-specific data. The group also<br />
publishes the Russian Private Equity Magazine, the first of its kind in<br />
Russia specifically for the local private equity sector and acting as the<br />
official voice for the industry.<br />
The RPEI also hosts the annual Russian Private Equity Congress<br />
in partnership with other key organisations in Russia which has<br />
become a successful platform for facilitating dialogue between the<br />
opinion-leaders and key decision-makers in the Russian finance and<br />
government worlds. In much the same way, the RPEI is also partner<br />
ing with the <strong>BVCA</strong> (along with the Russian Venture Capital Association<br />
and the Russian Venture Company) and will host a forum in London<br />
on 22 March which is part of the <strong>BVCA</strong> International Series and<br />
hopes to strike a dialogue with international institutional investors<br />
based in Western Europe, British GPs and policymakers.<br />
In the recent years the federal government has acknowledged the<br />
necessity of improving the Russian investment climate and already<br />
made a number of important steps in fostering international<br />
technological cooperation and investments. As private equity plays a<br />
<strong>BVCA</strong> at the Wimbledon<br />
Championships 2011<br />
crucial role in unlocking the entrepreneurial potential there is a clear<br />
understanding among all key stakeholders and market participants<br />
that interests of public and private sectors shall be aligned in respect<br />
to the development of the local private equity market.<br />
All of this lays the foundation for the establishment of the National<br />
Alternative Investment Management Association (NAIMA) in Russia,<br />
the trade body that will be instituted in 2011 to represent the<br />
interests of the industry in its interaction with regulators and other key<br />
stakeholders. The same way <strong>BVCA</strong> and EVCA have led the industry’s<br />
response and campaign against the more detrimental portions of the<br />
Alternative Investment Fund Managers Directive, NAIMA and the<br />
RPEI hope to make the case for strong local capital markets industry.<br />
Despite being in an embryonic stage of its development Russian<br />
private equity industry is poised to be an attractive target region<br />
for global investors. The largest consumer base in Europe, stable<br />
political regime and fiscal policy, commitment of the government<br />
to decline its shareholding in the economy through a massive<br />
US$60bn+ privatisation effort – all this makes the Russian market a<br />
compelling value proposition in the long run. If Russian policy-makers<br />
can consolidate and empower the nation to a gradual and consistent<br />
transformation, then investments in Russian private equity will prove<br />
to be extremely successful. The RPEI, together with other key industry<br />
players within Russia, will be the force that sees this through.<br />
For further information regarding the Russia Private Equity Initiative<br />
(RPEI) or the <strong>BVCA</strong> International Series and the upcoming Russian<br />
Forum in London on 22 March 2011, please contact Kawika Solidum,<br />
<strong>BVCA</strong>: ksolidum@bvca.co.uk.<br />
We are pleased to host the third annual <strong>BVCA</strong> day at Wimbledon. This promises to be yet<br />
another successful day of networking, combined with an excellent day of tennis at the<br />
Wimbledon Championships. The event will take place on Tuesday 21 June 2011<br />
and is open to <strong>BVCA</strong> members, their guests and other non-members.<br />
Join <strong>BVCA</strong> members on Centre Court or Court No 1 to enjoy a day of first rate tennis from the world’s greatest competitors.<br />
This event is open to <strong>BVCA</strong> members, non-members and guests and tickets are competitively priced.<br />
Find out more at: http://www.bvca.co.uk/events/Wimbledonno1.<br />
for further information and to discuss your requirements,<br />
please contact Tommy Nguyen, Commercial Manger, tnguyen@bvca.co.uk.<br />
January 2011 <strong>BVCA</strong> Briefing 21
Public<br />
Policy<br />
Update<br />
Coalition Politics<br />
This year promises to be a difficult one for the Government.<br />
The consequences of the Comprehensive Spending Review<br />
will become all too real for some people and relations within<br />
the Coalition much more fractious as a result. Indeed we<br />
have already seen signs of discontent within the Coalition and<br />
rioting on the streets during the passage of measures to raise<br />
tuition fees. Expect more of the same, particularly the former<br />
if the motion to introduce the new Alternative Vote system is<br />
defeated in May’s referendum.<br />
Yet both Coalition partners are playing the long game. They are<br />
banking on delivering economic growth over a five year period and<br />
banking on all else paling into insignificance if they are successful.<br />
As such this year’s Budget will not be about fiscal consolidation<br />
but about growth. This represents a window of opportunity for<br />
the private equity and venture capital industry.<br />
The Government has recognised that the arteries of bank finance<br />
are clogged with uncertainty and risk aversion and are looking<br />
for alternative sources of capital to help grow the UK economy.<br />
We must rise to this challenge by putting forward our policy<br />
ideas and better communicating our existing contribution to<br />
economic growth so that we can enlist the Government’s support<br />
in delivering a competitive system of tax and regulation.<br />
The window of opportunity to do this is now. If you would like<br />
to contribute to the <strong>BVCA</strong>’s 2011 budget submission then please<br />
contact <strong>BVCA</strong> public affairs manager Simon Horner at shorner@<br />
bvca.co.uk<br />
22 January 2011 <strong>BVCA</strong> Briefing<br />
An update on the latest public policy issues and their<br />
impact on private equity and venture capital<br />
green investment<br />
Bank<br />
As announced in the Comprehensive Spending Review, the<br />
Green Investment Bank (GIB) will be capitalised with £1bn of<br />
public money, with additional funds to come from the private<br />
sector and asset sales. However before we get carried away<br />
talking about how much there will be to invest in greening our<br />
economy, the final form and function of the GIB is yet to be<br />
decided.<br />
An important debate is now taking place in Whitehall to discuss<br />
how the bank will operate and whether it will be strictly speaking<br />
a bank (as opposed to a fund). We have seen this debate spill out<br />
onto the pages of the national press, notably in the Guardian<br />
with Energy Secretary Chris Huhne supporting a bank model and<br />
pitching himself against Treasury ministers and officials dragging<br />
their feet.<br />
In her testimony to the Environmental Audit Committee,<br />
Economic Secretary to the Treasury Justine Greening remained<br />
open to either possibility. Members of the Committee, including<br />
noted environmental campaigner Zach Goldsmith, accused her<br />
of attempting to neuter the bank model and expressed concern<br />
for continued Treasury involvement in what they saw as a<br />
Department of Energy and Climate Change policy issue.<br />
The <strong>BVCA</strong> has expressed a preference for the bank model over<br />
the fund. However we do understand that were the GIB to have<br />
bond issuing powers, some Treasury involvement is necessary<br />
and inevitable. It is also important to keep in mind the Coalition’s<br />
overall deficit reduction strategy which impacts on <strong>BVCA</strong><br />
members in the broadest sense and also enjoys our backing<br />
- any possible bond issuance from the GIB takes place in the<br />
context of this debate. That said, if it is at all possible to square<br />
this circle then every effort should be made to do so, particularly<br />
if we are to raise anything like the £550bn demanded by the<br />
independent GIB Commission.
AifM Directive<br />
The <strong>BVCA</strong> Regulatory Committee this month submitted our response to the Committee<br />
of European Securities Regulators (CESR) call for evidence on implementing measures for<br />
the Alternative Investment Fund Managers Directive (AIFMD) – the next key stage in the<br />
process. There are numerous Delegated Acts to work through with much still to play for<br />
and we will continue to push for sensible interpretations on all of our key issues, at both<br />
Commission level and to make sure there is no sense of ‘gold-plating’ by the FSA.<br />
Furthermore, we recently saw the creation of ESMA, the new markets supervisory<br />
authority (to supersede CESR), which now has responsibility for AIFMD and regulation of<br />
our industry more generally. It will be vital that we secure a significant UK presence within<br />
ESMA and a significant private equity and venture capital presence in an advisory capacity.<br />
These were the key messages put forward by CEO Simon Walker when giving evidence<br />
to the Treasury Select Committee in December and he urged questioners to put similar<br />
points to Commissioner Barnier when he testified a week later. Policy leads have been<br />
apportioned to national regulators and it is important that the UK will be responsible for<br />
transparency (leverage) though we will need to keep a close eye on depositories as the<br />
policy lead has gone to France (completing the quartet are Germany with responsibility<br />
for authorisation and Ireland for scope).<br />
The FSA has also convened six working groups to study the detail of the various provisions<br />
and the <strong>BVCA</strong> has successfully nominated individuals to all of those groups. The European<br />
Commission is still looking at implementation in early 2013 though this looks to be a very<br />
optimistic timetable. Nevertheless we will continue to work with all the key stakeholders<br />
to bring a speedy end to a process that has produced so much investor uncertainty.<br />
Takeover Panel<br />
At the end of October the UK Takeover Panel published its response to a wide-ranging<br />
consultative review of UK takeover rules and issues. Whilst the proposals are still in outline,<br />
in many areas the proposed changes are significant and could have a considerable impact<br />
on the private equity industry. The key issues include:<br />
• Break fees and other inducement fees will no longer be permitted.<br />
• Potential bidders will have to be publically named in any ‘possible offer’ announcements.<br />
• Greater disclosure will be necessary as bidders must reveal details of their financing and<br />
advisory fees. Each party must also provide estimates for advisory and financing fees.<br />
The <strong>BVCA</strong> urges member firms which may be affected to write to the Panel to express<br />
their dismay at the negative impact these changes will have on takeover activity and more<br />
importantly on shareholder value. A template letter is available on request.<br />
<strong>BVCA</strong> consultation responses<br />
<strong>BVCA</strong><br />
Post-election<br />
Breakfast<br />
Briefing<br />
As 2010 drew to a close, so did one<br />
of the <strong>BVCA</strong>’s most successful events:<br />
the Post-Election Breakfast Briefing<br />
Series. Between June and December,<br />
the <strong>BVCA</strong>, in partnership with Baker<br />
& McKenzie who kindly supplied the<br />
venue, held a series of speeches from<br />
distinguished political and economic<br />
commentators offering their expert<br />
insights across a wide range of themes.<br />
Tim Hames – former leader writer at<br />
the Times and then <strong>special</strong> adviser<br />
to the Speaker of the House of<br />
Commons, and now at the <strong>BVCA</strong> –<br />
kicked off the series with a talk about<br />
how a Coalition Government is likely<br />
to work. The next saw Brian Groom,<br />
business & employment editor at the<br />
Financial Times, give his thoughts<br />
on the British economy, and then<br />
Julian Astle, director at liberal think<br />
tank Centreforum, gave the Liberal<br />
Democrat perspective on the future<br />
of the Coalition. In November, the<br />
<strong>BVCA</strong>’s Colin Ellis, chief economist, gave<br />
an overview of the macro-economic<br />
situation, before proceedings were<br />
wrapped up in December by Rt Hon<br />
Peter Riddell, a senior fellow of the<br />
Institute for Government and former<br />
political commentator for the Times.<br />
This is not the end of the story. The<br />
<strong>BVCA</strong> along with our partners Baker<br />
& McKenzie will be producing a white<br />
paper based on the series in February.<br />
For more information please contact<br />
Leon De Bono, +44 (0)20 7420 1853,<br />
ldebono@bvca.co.uk.<br />
The <strong>BVCA</strong>’s technical committees have responded to a number of consultations in recent months, ensuring the industry remains active<br />
in policy discussions. Recent submissions include:<br />
• The Department of Energy and Climate Change consultation on simplifying Carbon Reduction Commitments<br />
• BIS Consultation on the long term future of corporate Britain<br />
• ESMA call for evidence on AIFMD Level II<br />
• Science and Technology Select Committee enquiry into Technology and Innovation Centres<br />
All of these are available to view on the <strong>BVCA</strong>’s website: http://www.bvca.co.uk/Newsroom/Government-submissions.<br />
January 2011 <strong>BVCA</strong> Briefing 23
LP Seminar<br />
5–7pm<br />
12 October 2011<br />
London (venue TBC)<br />
This unique event hosted<br />
and developed by the <strong>BVCA</strong><br />
Limited Partner (LP) Advisory<br />
Board will discuss topics that<br />
are at the forefront of the<br />
debate regarding the outlook<br />
for Europe’s private equity and<br />
venture capital industry.<br />
To facilitate candid and<br />
thorough discussion, attendance<br />
is strictly reserved for LPs:<br />
pension funds, foundations,<br />
endowments, family offices and<br />
fund-of-funds.<br />
24 January 2011 <strong>BVCA</strong> Briefing<br />
DAteS<br />
for your Diary<br />
This Autumn, three of the industry’s flagship events will be held<br />
in London. You can reserve your place today by contacting the<br />
<strong>BVCA</strong> Events team and registering your interest.<br />
<strong>BVCA</strong> LP–GP<br />
Dinner<br />
7–10.30pm<br />
12 October 2011<br />
London (venue TBC)<br />
Taking place after the Seminar,<br />
the <strong>BVCA</strong> LP–GP Dinner will<br />
commence for the most senior<br />
general practitioners from<br />
<strong>BVCA</strong> member firms and the LP<br />
community.<br />
The evening’s agenda is<br />
carefully constructed to<br />
facilitate first-class networking<br />
and knowledge-building<br />
opportunities.<br />
<strong>BVCA</strong> Summit<br />
A World of Opportunity;<br />
Everything you need to know.<br />
Everyone you need to meet.<br />
In one day.<br />
13 October 2011<br />
London (venue TBC)<br />
Europe’s premier one-day<br />
private equity and venture<br />
capital conference returns<br />
for a third year in London this<br />
Autumn. Bringing together<br />
industry professionals, investors,<br />
advisors, government, officials,<br />
MPs, media and academics, the<br />
Summit is a comprehensive day<br />
offering invaluable networking<br />
and the opportunity to debate<br />
the key issues facing the<br />
industry.<br />
To find out more about<br />
any these flagship events<br />
contact the <strong>BVCA</strong> Events<br />
team at:<br />
e: kgauzel@bvca.co.uk<br />
t: +44 (0)20 7420 1824
industry<br />
index<br />
The real reasons<br />
to invest in<br />
private equity<br />
‘The real reasons to invest in private equity’,<br />
is a study by Oliver Gottschalg at HEC Paris.<br />
This study uses data from 701 mature<br />
buyout funds, based in the US and EU, with<br />
an aggregate size of US$360bn. It uses a<br />
modified internal rate of return (MIRR), which<br />
makes assumptions about the financing<br />
and re-investment rates that funds face: in<br />
particular, cash inflows are re-invested at<br />
the annualised rate of market return over<br />
the remaining life of the fund, and outflows<br />
are financed at the annualised market<br />
return over the life of the fund so far. These<br />
assumptions are important when calculating<br />
MIRRs, but the authors’ sensitivity analysis<br />
suggests that they are not critical in terms of<br />
his broad results.<br />
Gottschalg decomposes MIRRs in a similar<br />
way to the <strong>BVCA</strong>-funded paper (Private<br />
Equity Fund Level Return Attribution:<br />
Evidence from UK Based Buyout Funds),<br />
although he splits timing and industrymatching<br />
into two separate categories,<br />
giving five in total.<br />
Using the whole sample, Gottschalg finds an<br />
average buyout MIRR of 7.6%, compared with<br />
an industry-matched leveraged return of<br />
6.8%, indicating alpha of just 80bps. Although<br />
this is statistically significant, the author<br />
notes that it probably does not compensate<br />
for illiquidity and unpredictability. However,<br />
the paper also finds that top-quartile<br />
funds deliver a higher MIRR of 13.6%, and<br />
significantly outperform equally risky public<br />
market investments, which return 8.5%. This<br />
alpha estimate of 510bps is statistically (and<br />
economically) significant. Finally, the author<br />
then uses a modelling strategy to try to<br />
identify future top performing funds.<br />
endowments and the financial crisis<br />
Private colleges have increased their allocation to alternative investments steadily over the<br />
past 20 years, owing to good returns seen pre-2009. However, the financial crisis hit and<br />
college endowments suffered negative returns during 2009, leading to questions about the<br />
attractiveness of the asset class and the increasing allocations to it.<br />
‘The Impact of Alternative Investments on Private Colleges’ Endowment Investment<br />
Returns’ by Donald L. Basch at Simmons College finds that an increased allocation to<br />
alternatives did lead to a decline in private colleges’ investment returns in 2009. Yet the<br />
full impact on these returns is perhaps smaller than it is perceived to be; evidence for the<br />
ten-year period ending 2009 shows that this emphasis on alternative investments tends to<br />
significantly increase colleges’ cumulative investment return.<br />
How exchange rates affect returns<br />
The question of whether currency fluctuations have an impact on private equity returns<br />
was examined in a recent <strong>BVCA</strong> Research Note (www.bvca.co.uk/research). Using data<br />
from 470 PE funds invested by UK managers in the past 30 years, the study converted<br />
the individual cash flows from these funds into sterling, dollar and euro denomination.<br />
Benchmarking the resulting returns against each other, the study found that exchange<br />
rates appeared to have little major impact on returns over the long term, a result borne<br />
out by repeating the process using the Purchasing Power Parity (PPP) measure.<br />
The note found, however, that on a three-year IRR horizon, exchange rates did play a<br />
significant role on the returns of sterling compared to dollars and euros. Given the<br />
fluctuations in currency seen during the recent financial crisis, and the significant<br />
depreciation of sterling in 2008, this is perhaps unsurprising.<br />
end of year cheer<br />
December saw the publication of the <strong>BVCA</strong>‘s Third Annual Report on the Performance of<br />
Portfolio Companies, produced by Ernst and Young. The report looks at a population based<br />
on the latest annual audited reports of the 43 portfolio companies owned by PE firms that<br />
are voluntarily subject to the Walker Guidelines on transparency and disclosure.<br />
The report finds that the year-on-year growth rates in revenue and profits slowed from<br />
previous years, but remained positive in the range of 3-4%, on both measures of organic<br />
growth and bolt-ons. Further, benchmarking against both UK economy labour statistics<br />
and the FTSE All-Share Index, PE companies outperformed on almost all metrics, with only<br />
operating capital employed within PE portfolio companies (-3.9%) being lower than the<br />
comparable sector-weighted FTSE numbers (5.6%).<br />
Whilst the report found that PE-backed portfolio companies were affected by the recession<br />
- performance in 2009 was down compared to 2008 performance metrics – the news that<br />
they continued to outperform their publicly quoted peers was welcomed by the buyout<br />
community.<br />
Staying power<br />
PE-backed buyouts are observed to have fewer early exits within 12 months and less<br />
liquidations than their pure, non PE-backed counterparts. This is the key finding from<br />
a recent study – ‘Staying Power of UK Buyouts’ – by Ranko Jelic at the University of<br />
Birmingham. Using a dataset spanning 1966-2004 and covering 1,089 deals worldwide,<br />
the study found that the total number of early exits across all buyouts has declined over<br />
time. However, the PE-backed subsample exhibited lower levels of early exits compared<br />
with the non PE-backed subsample. The study also found that only 2% of PE-backed<br />
buyouts resulted in liquidations, which is lower than the average for the whole sample<br />
and the failure rate of 3% for all UK private companies.<br />
January 2011 <strong>BVCA</strong> Briefing 25
Market<br />
Statistics<br />
UK private equity<br />
raised £5.8bn last year<br />
according to Thomson<br />
Reuters, up more than a<br />
£1bn from 2009 which<br />
saw £4.6bn committed.<br />
Globally, the picture is<br />
similar, with the industry<br />
raising more last year<br />
than it did in 2009 –<br />
from £94bn to £107bn.<br />
26 January 2011 <strong>BVCA</strong> Briefing<br />
fUnDrAiSing<br />
UK Quarterly Pe <strong>fundraising</strong><br />
Amount raised (£bn)<br />
Amount raised (£bn)<br />
16<br />
14<br />
12<br />
10<br />
8<br />
6<br />
4<br />
2<br />
0<br />
90<br />
80<br />
70<br />
60<br />
50<br />
40<br />
30<br />
20<br />
10<br />
0<br />
7.3<br />
Q1<br />
2007<br />
55.6<br />
Q1<br />
2007<br />
9.1<br />
66.6<br />
5.0<br />
52.6<br />
11.7<br />
79.4<br />
14.1<br />
global Quarterly Pe <strong>fundraising</strong><br />
85.7<br />
3.0<br />
69.7<br />
3.6<br />
59.3<br />
6.3<br />
Q2<br />
2007 Q3<br />
2007 Q4<br />
2007 Q1<br />
2008 Q2<br />
2008 Q3<br />
2008 Q4<br />
2008<br />
49.2<br />
Q2<br />
2007 Q3<br />
2007 Q4<br />
2007 Q1<br />
2008 Q2<br />
2008 Q3<br />
2008 Q4<br />
2008<br />
2.8<br />
Q1<br />
2009<br />
36.9<br />
Q1<br />
2009<br />
1.2<br />
Q2<br />
2009<br />
29.2<br />
Q2<br />
2009<br />
0.2<br />
Q3<br />
2009<br />
16.9<br />
Q3<br />
2009<br />
0.4<br />
Q4<br />
2009<br />
10.7<br />
Q4<br />
2009<br />
2.2<br />
Q1<br />
2010<br />
30.0<br />
Q1<br />
2010<br />
1.0<br />
Q2<br />
2010<br />
27.3<br />
Q2<br />
2010<br />
1.3<br />
Q3<br />
2010<br />
24.5<br />
Q3<br />
2010<br />
1.2<br />
Q4<br />
2010<br />
Source: Thomson Reuters ThomsonOne<br />
24.9<br />
Q4<br />
2010<br />
Source: Thomson Reuters ThomsonOne
2010 UK Pe <strong>fundraising</strong> by Stage focus<br />
Amount raised (£m)<br />
1600<br />
1400<br />
1200<br />
1000<br />
800<br />
600<br />
400<br />
200<br />
0<br />
Generalist<br />
1357.3<br />
1<br />
Secondary<br />
funds<br />
1298.7<br />
7<br />
Buyouts<br />
1129.1<br />
2010 global Pe <strong>fundraising</strong> by Stage focus<br />
Net period amount raised (£m)<br />
35,000<br />
30,000<br />
25,000<br />
20,000<br />
15,000<br />
10,000<br />
5,000<br />
0<br />
12,981.1<br />
178<br />
Balanced<br />
stage<br />
113<br />
4<br />
875.1<br />
Mezzanine<br />
stage<br />
168<br />
Balanced<br />
stage<br />
Net period amount raised (£m) Number of funds<br />
6<br />
432.7<br />
3<br />
Fund of<br />
funds<br />
406.8<br />
2<br />
Early<br />
stage<br />
185.3<br />
1 1 1<br />
88.9<br />
Turnaround/<br />
Distressed debt<br />
25.5 1.9<br />
Energy Seed<br />
stage<br />
January 2011 <strong>BVCA</strong> Briefing 27<br />
8<br />
7<br />
6<br />
5<br />
4<br />
3<br />
2<br />
1<br />
0<br />
Number of funds<br />
Source: Thomson Reuters ThomsonOne<br />
Net period amount raised (£m) Number of funds<br />
58<br />
44<br />
50<br />
47<br />
60<br />
34<br />
31<br />
40<br />
14<br />
9<br />
26<br />
15<br />
20<br />
0<br />
Energy Early<br />
stage<br />
Fund of<br />
funds<br />
Buyouts Later<br />
stage<br />
Mezzanine<br />
stage<br />
Other<br />
private equity<br />
Generalist Real<br />
estate<br />
Seed<br />
stage<br />
Secondary<br />
funds<br />
Turnaround<br />
5,281.7<br />
4,500.1<br />
6,507.0<br />
31,894.3<br />
3,242.4<br />
7,184.5<br />
3,394.3<br />
3,585.6<br />
8,204.8<br />
999.3<br />
7,554.5<br />
11,389.5<br />
200<br />
180<br />
160<br />
140<br />
120<br />
100<br />
80<br />
Number of funds<br />
Source: Thomson Reuters ThomsonOne
number and Aggregate Value of global Pe Deals 2010<br />
Number of Exits<br />
Percentage Deals<br />
100<br />
300<br />
250<br />
200<br />
150<br />
100<br />
50<br />
90<br />
80<br />
70<br />
60<br />
50<br />
40<br />
30<br />
20<br />
10<br />
0<br />
0<br />
Q1<br />
2006<br />
Q2<br />
2006<br />
3<br />
4<br />
20<br />
23<br />
47<br />
Number of deals<br />
global number of Pe-Backed exits by Type and Aggregate exit Value: Q1 2006 – Q4 2010<br />
Q3<br />
2006<br />
Q4<br />
2006<br />
28 January 2011 <strong>BVCA</strong> Briefing<br />
Q1<br />
2007<br />
Q2<br />
2007<br />
4<br />
26<br />
3<br />
7<br />
7<br />
53<br />
Aggregate value of deals<br />
number and Aggregate Value of global Pe Deals by Value Band 2010<br />
Percentage Deals<br />
100<br />
90<br />
80<br />
70<br />
60<br />
50<br />
40<br />
30<br />
20<br />
10<br />
0<br />
6<br />
9<br />
9<br />
20<br />
55<br />
Number of deals<br />
46<br />
12<br />
24<br />
12<br />
6<br />
Aggregate value of deals<br />
Q3<br />
2007<br />
Q4<br />
2007<br />
Q1<br />
2008<br />
Q2<br />
2008<br />
Buyout<br />
Add-on<br />
Growth<br />
capital<br />
Recapitalisation<br />
Public to private<br />
PIPE<br />
Q3<br />
2008<br />
Q4<br />
2008<br />
Source: Preqin<br />
< US$100m<br />
US$100m – US$249m<br />
US$500m – US$999m<br />
US$250m – US$499m<br />
> US$1bn<br />
Source: Preqin<br />
IPO<br />
Restructuring<br />
Sale to GP<br />
Trade sale<br />
Aggregate exit<br />
value US$bn<br />
Q1<br />
2009<br />
Q2<br />
2009<br />
Q3<br />
2009<br />
Q4<br />
2009<br />
Q1<br />
2010<br />
Q2<br />
2010<br />
Q3<br />
2010<br />
Q4<br />
2010<br />
80<br />
70<br />
60<br />
50<br />
40<br />
30<br />
20<br />
10<br />
0<br />
Aggregate Exit Value: US$bn<br />
Source: Preqin
The <strong>BVCA</strong> Transaction Tracker is (a) a list of venture capital and private equity deals involving UK<br />
targets and (b) a record of those deals completed by UK-headquartered firms outside of the country<br />
(excluding those firms which invest solely outside of the UK, such as emerging market funds).<br />
The investments listed below took place between 29 October 2010 and 13 January 2011.<br />
Data provided by Thomson Reuters.<br />
UK private equity deals<br />
investment<br />
date<br />
Transaction<br />
tracker<br />
Company name Location Business description investors<br />
29/10/2010 i-plas Halifax Manufactures recycled plastic products Foresight Group<br />
01/11/2010 Lumison Newbridge Provides connectivity, hosting and managed IT services Bridgepoint Development Capital<br />
01/11/2010 National Fostering Agency Uxbridge Provides foster care services Sovereign Capital<br />
01/11/2010 Shetland Wind Power Lerwick Provide wind power installation services Nevis Capital<br />
03/11/2010 Euroffice London Retails office products and services to the SME market through<br />
online<br />
03/11/2010 Nigel Wright Consultancy Newcastle Provides recruitment services Baird Capital Partners<br />
Darwin Private Equity, Undisclosed Investor<br />
04/11/2010 BDO Investment Management London Provides financial and investment advisory services Oakley Capital Investment<br />
05/11/2010 High Speed 1 London Owns and operates railway infrastructure and stations Borealis Infrastructure Management, Inc,Ontario Teachers' Pension<br />
Plan<br />
05/11/2010 IECHP (UK and Eire) Scotland Develops fuel cell power system Scottish Enterprise<br />
08/11/2010 G-volution Newport, Gwent Provides fuel efficiency technology Finance Wales, Undisclosed Investor,Undisclosed Investor<br />
08/11/2010 SenseLogix Conwy Manufactures enterprise-wide energy reduction products Beringea, Finance Wales, Undisclosed Investor<br />
08/11/2010 Sirigen Hampshire Provides fluorescent labeling and amplification technology Undisclosed Investor,IQ Capital Partners<br />
08/11/2010 Xeros Rotherham Develops a prototype washing machine Enterprise Ventures,Entrepreneurs Fund Management, IP Group,<br />
Undisclosed Investor<br />
09/11/2010 RDL Corporation London Operates as an employment agency Matrix Private Equity Partners, Undisclosed Investor<br />
09/11/2010 Staff Management Sevenoaks Provides live-out care service to children and adults August Equity<br />
11/11/2010 Eversholt Rail Group London Provides rolling stock and management services for railways 3i Infrastructure, Morgan Stanley Private Equity,STAR Capital<br />
Partners<br />
11/11/2010 Movirtu London Provides mobile technology solution Gray Ghost Ventures,TLcom Capital<br />
11/11/2010 Procarta Biosystems Norwich Develops technology to defeat antibiotic-resistant superbugs Javelin Ventures,Midven,Morningside Venture Investments<br />
11/11/2010 Syntaxin Abingdon, Oxon Develops drugs to treat neurological, respiratory, and metabolic<br />
diseases<br />
12/11/2010 Durham Graphene Science Durham Operates as a research and development firm to produce<br />
graphene<br />
Abingworth Management,Johnson & Johnson Development<br />
Corporation,Life Sciences Partners BV,Quest Management NV,SR<br />
One,Seventure Partners SA,Lundbeckfond Ventures<br />
North East Finance<br />
12/11/2010 Vertical Wind Energy Ponteland Develops and installs vertical axis wind turbines Finance South East,North East Finance,Undisclosed<br />
Investor,Clarendon Fund Managers<br />
16/11/2010 Pulse Staffing Hertfordshire Provides temporary/permanent staffing solutions to the<br />
healthcare sector<br />
Blackstone Group<br />
17/11/2010 Choice Care Group Reading Provide learning disability support services Sovereign Capital<br />
January 2011 <strong>BVCA</strong> Briefing 29
Transaction tracker: UK private equity deals<br />
19/11/2010 KemFine UK Grangemouth Manufactures chemicals for agriculture and pharmaceutical<br />
sectors<br />
30 January 2011 <strong>BVCA</strong> Briefing<br />
Aurelius AG<br />
22/11/2010 Britax Excelsior Limited Andover, Hampshire Manufactures children's car seats, pushchairs and travel systems Nordic Capital<br />
22/11/2010 iprism Underwriting Agency London Develops electronic insurance trading platform Magenta Partners<br />
22/11/2010 Ubisense Trading Cambridge Develops real-time location systems Canaccord Genuity,Undisclosed Investor<br />
23/11/2010 Handmade Mobile Entertainment London Handmade Mobile provides consumer applications for mobile<br />
phones<br />
Oxford Capital Partners<br />
23/11/2010 MyThings (UK) London Operates as an online personalized retargeting company Accel Partners,Carmel Ventures,T-Venture Holding,Undisclosed<br />
Investor<br />
23/11/2010 Xention Cambridge Operates as a drug discovery company focusing on ion channels BTG International,Credit Agricole Private Equity,Forbion Capital<br />
Partners,MVM Life Science Partners,Seroba Kernel Life Sciences<br />
24/11/2010 Advent Life Sciences London Manages a venture capital and private equity fund European Investment Fund<br />
24/11/2010 Aquamarine Power Edinburgh Operates as a marine energy company Undisclosed Investor<br />
24/11/2010 Iroko Financial Products London Provide fixed income banking services TLG Capital<br />
25/11/2010 Icera, Inc Bristol Develops electronic processors Accel Partners,Amadeus Capital Partners,Atlas Venture,Balderton<br />
Capital Management<br />
25/11/2010 Time Out Group London Operates as a publishing company Oakley Capital Investment<br />
26/11/2010 Cambridge Broadband Networks Cambridge Develops technology for broadband wireless networks Accel Partners,Adara Venture Partners,Amadeus Capital<br />
Partners,Samsung Venture Investment Corporation,TVM Capital<br />
01/12/2010 Indigix Oxford Provides research and development services Imperial Innovations,Undisclosed Investor<br />
01/12/2010 Survitec Group Belfast Survitec Group manufactures safety and survival equipment Warburg Pincus<br />
02/12/2010 Asperity Employee Benefits London Provide integrated employee benefits Inflexion<br />
02/12/2010 Building Automation Solutions Altrincham Develops building energy management systems Bridgepoint Development Capital,Undisclosed Investor<br />
02/12/2010 Oakland Care Centre Birmingham Operates as a care centers for dementia patients Albion Ventures<br />
02/12/2010 Polestar Foods Leamington Spa Produces frozen desserts Privet Capital<br />
06/12/2010 Biotec Services International Limited Bridgent Provides pharmaceutical services Finance Wales, Undisclosed Investor<br />
06/12/2010 CitySprint (UK) Redhill, Surrey Provides courier services Dunedin Capital Partners<br />
06/12/2010 IMS Group, The London Provides consulting and business support services to securities<br />
industry<br />
Sovereign Capital<br />
07/12/2010 Gym Group, The London Operates a chain of fitness clubs and gyms Bridges Ventures<br />
07/12/2010 zonzoo group Mitcham Provides mobile phone recycling services StoneMan,Undisclosed Investor,Cleantech Invest<br />
08/12/2010 CitySocialisingcom London Operates a social networking website PROfounders Capital,Undisclosed Investor<br />
08/12/2010 Diverse Energy Limited Slinfold, West Sussex Develops low-carbon mobile phone tower technology Octopus Ventures<br />
08/12/2010 Performance Horizon Group Boldon Colliery Provide performance marketing technology DN Capital<br />
10/12/2010 Attraction World Birmingham Provides ticket reservation services Maven Capital Partners UK, Undisclosed Investor<br />
10/12/2010 Tayside Flow Technologies Dundee Tayside Flow Technologies develops cardiovascular devices Braveheart Ventures,Undisclosed Investor,Scottish<br />
Enterprise,Undisclosed Investor<br />
11/12/2010 Tyrrells Group Holdings Leominster Produces hand fried potato chips in the UK Langholm Capital<br />
13/12/2010 Bourn Hall Clinic Cambridge Provides medical services TVM Capital GmbH<br />
13/12/2010 Cawood Scientific Group Cawood Provides analytical testing services to land based industries Northern Venture Managers Limited,Undisclosed Investor<br />
13/12/2010 Faversham House Group South Croydon Operates as a media company Matrix Private Equity Partners, Undisclosed Investor<br />
14/12/2010 Asalus Medical Instruments Limited Cardiff Manufactures surgical devices Finance Wales, IP Group, Undisclosed Investor<br />
14/12/2010 Dr J D Hull & Associate St Mellons Operates a chain of dental clinics throughout UK AXA Private Equity SA<br />
14/12/2010 NGenTec Edinburgh Manufactures direct drive permanent magnet generators Scottish Enterprise,SET Venture Partners<br />
14/12/2010 TynTec Isle of Man Provides mobile messaging services Iris Capital Management<br />
15/12/2010 Bladon Jets (UK) Limited Ellesmere Develops micro gas turbine engines for hybrid cars Oxfordshire Investment Opportunity Network<br />
15/12/2010 PsiOxus Therapeutics London Operates as a biotechnology company Imperial Innovations,Undisclosed Investor,West Midlands<br />
Enterprise<br />
15/12/2010 Zoopla London Operates a destination website for UK residential property data Atlas Venture,Octopus Ventures,Undisclosed Investor<br />
16/12/2010 AVISA Aviation Safety Systems Barcombe Provides aviation airworthiness and safety management services ENEX Group SA<br />
16/12/2010 L M Funerals Wolverhampton LM Funerals provides funeral services Sovereign Capital<br />
16/12/2010 OFFICE London Operates a chain of footwear stores Silverfleet Capital<br />
16/12/2010 South East Water Limited Snodland, Kent Provides drinking water supply services CDP Capital - Technology Ventures<br />
17/12/2010 Chargemaster London Develops electric vehicle charging stations Braveheart Ventures<br />
17/12/2010 Longbow Real Estate Capita London Provides mezzanine finance and debt Intermediate Capital Group
Transaction tracker: UK private equity deals<br />
20/12/2010 Chemigraphic Crawley Manufactures and develops printed circuit boards RJD Partners,Undisclosed Investor<br />
20/12/2010 Crysalin London Develops technology for protein structure determination IP Group, Oxford Technology Management,Undisclosed Investor<br />
20/12/2010 Engensa London Supplies and installs solar power system Albion Ventures<br />
21/12/2010 Alexandalexacom London Operates as an online retailer of children's clothes MMC Ventures<br />
21/12/2010 President Engineering Group Limited Sheffield Manufactures and wholesales safety solutions for industrial<br />
sector<br />
non-UK private equity deals by UK firms<br />
investment<br />
date<br />
Company name Location Company description investors<br />
17/11/2010 GameGround United States Novel TMT Ventures,Sequoia Capital,SoftBank Capital,Vodafone<br />
Ventures<br />
17/11/2010 ZONARE Medical Systems United States Apposite Capital LLP,Earlybird Venture Capital,Frazier Healthcare<br />
and Technology Ventures<br />
Operates a personalized online gaming center.<br />
Develops ultrasound imaging devices.<br />
19/11/2010 SensorTran United States Advantage Capital Partners,WHEB Venture Partners Develops fiber optic-based sensors.<br />
22/11/2010 Tolven United States Reed Elsevier Ventures Provides an open source, clinical informatics platform.<br />
23/11/2010 nlyte Software United States Balderton Capital Management,NGEN Partners,Undisclosed<br />
Investor<br />
30/11/2010 Abiquo United States Balderton Capital Management,Kreos Capital,Nauta<br />
Capital,Undisclosed Investor<br />
Provides data center management solutions.<br />
Develops an open-source cloud-computing software platform.<br />
06/12/2010 Banco BTG Pactual Brazil J.C. Flowers & Co.,RIT Capital Partners Provides investment banking services.<br />
07/12/2010 ESTECH United States NBGI Private Equity, Ltd.,Saints Ventures,Telegraph Hill<br />
Partners,Tullis Health Investors<br />
Develops and sells products for minimally invasive cardiovascular<br />
surgery.<br />
13/12/2010 Mobixell Networks United States Escalate Capital,Intel Capital,smac partners,Azini Capital Partners Develops mobile multimedia and advertising solutions.<br />
15/12/2010 Bumble Bee Foods United States Lion Capital Operates manufacturing facilities.<br />
20/12/2010 Siesta Logistics India Alchemy Partners Provides logistics services.<br />
04/01/2011 SCVNGR United States Balderton Capital Management,Google Ventures,Highland<br />
Capital Partners<br />
Undisclosed Investor,YFM Group<br />
21/12/2010 Provesica Limited Pampisford, Cambridge Operates as a drug development company Forbion Capital Partners,Seroba Kernel Life Sciences<br />
21/12/2010 Sky-hook Screen and Digital Print Cardiff Operates as a shell scheme company and exhibition contractor Finance Wales, Undisclosed Investor<br />
22/12/2010 Kognitio Bracknell Provides analytic database services Corporate Finance Partners CFP Beratungs<br />
22/12/2010 Recite Me Tyne and Wear Develops software for dyslexic and visually impaired users North East Finance<br />
29/12/2010 OpenGamma London Develops analytics and risk management software solutions Accel Partners,FirstMark Capital<br />
31/12/2010 Apex Linvar Milton Keynes Manufactures adjustable pallet racking solutions and shelving<br />
systems<br />
Saints Chamonix<br />
31/12/2010 Caldicot Metal Decorating London Provides printing services on tinplate and aluminum sheet Saints Chamonix<br />
31/12/2010 Intellident Stockport Provides self-service and stock management solutions Saints Chamonix<br />
31/12/2010 Leafield Environmental Corsham Manufactures litter, recycling and street furniture products Saints Chamonix<br />
31/12/2010 Regain Polymers Castleford Recycles post-use rigid plastic into specified recycled compounds Saints Chamonix<br />
31/12/2010 Westler Foods Malton Operates hot dog stands and produces canned food products RCapital Partners<br />
04/01/2011 M&C Energy Group Fife Operates as an independent energy consultancy company Lyceum Capital Partners<br />
05/01/2011 Automated Systems Group Cambridge Provides and supplies printing and copying services Matrix Private Equity Partners, Undisclosed Investor<br />
05/01/2011 Exploration Logistics Group Mitcheldean Provides remote site medical, health, safety and mine clearance<br />
services<br />
MML Capital Partners<br />
06/01/2011 Dene Group, The Newcastle Upon Tyne Produces film and television programmes NEL Fund Managers,Undisclosed Investor<br />
06/01/2011 Liberata UK London Provides business process outsourcing services Endless<br />
10/01/2011 e2train Cirencester Provides learning and performance management systems WestBridge Capital<br />
10/01/2011 Name Your Number Manchester Provides the technology platform telecommunication operators Undisclosed Investor,Undisclosed Investor,YFM Group<br />
11/01/2011 Celtique Energie London Develops prospects for oil and natural gas in shore basins Avista Capital Holdings, LP,Undisclosed Investor<br />
11/01/2011 Niagara LaSalle (UK) Willenhall Manufactures steel bars Endless<br />
Provides cellular technology to operate a scavenger hunt.<br />
05/01/2011 Interswitch Nigeria Adlevo Capital Managers,Helios Investment Partners Operates an electronic transaction payment processing company.<br />
January 2011 <strong>BVCA</strong> Briefing 31
LP Voice<br />
Q1 Why does ff&P Asset Management invest in<br />
private equity?<br />
FF&P Asset Management invests in private equity on behalf of its clients<br />
because the asset class has shown it can deliver superior outperformance<br />
of public markets over the long term. The clients are mostly individuals<br />
and families with medium to long term investment horizons and a<br />
requirement for absolute returns and cash generation.<br />
Q2 What is your investment strategy?<br />
We are discerning private equity investors and believe extensive<br />
research and due diligence on opportunities and managers is crucial.<br />
Private equity can offer the largest spread of returns when compared<br />
to other asset classes. The difference between a top quartile private<br />
equity fund and a bottom quartile private equity fund can be expected<br />
to be larger than most, if not all, asset classes. It is also the case that<br />
when an investment is made into a private equity fund you expect to be<br />
invested for a long time, often more than ten years. It is vital, therefore,<br />
to establish a high degree of conviction in the investment case of all<br />
investments at the outset. We believe our approach to due diligence<br />
sets us apart from other managers.<br />
While it is often frustrating for new managers, we do have a preference<br />
to invest in managers with proven track records.<br />
Q3 How do you decide which funds to invest in?<br />
FF&P Asset Management has a global portfolio of private equity funds.<br />
The common thread is that they are all experienced fund managers with<br />
proven performance track records. We tend to work with experienced<br />
managers who have performed well for us and who demonstrate<br />
proven flair and investment acumen in their portfolio selections. A lot<br />
of work is undertaken to see if the dynamics in the management team,<br />
which contributed to its success, are still in place and the extent to which<br />
macro factors are likely to contribute to continued outperformance.<br />
In practice this often causes us to be loyal investors but the manager<br />
always earns and deserves our loyalty.<br />
This bottom up focus has to be matched with a top down approach<br />
to ensure that the portfolio is balanced in the direction agreed by our<br />
investment committee.<br />
It is worthwhile noting that while we have benefitted from a healthy<br />
exposure to emerging markets funds for many years, we do believe<br />
that the global financial crisis of 2008 has created a lot of very attractive<br />
investment opportunities in developed markets.<br />
Q4 How do you think the industry has changed over the<br />
last three years from the boom times to post-recession?<br />
Over the last three years we have seen both peaks of greed and deep<br />
valleys of fear. The widespread deleveraging that followed the financial<br />
crisis has served to shorten investment horizons and place a higher note<br />
32 January 2011 <strong>BVCA</strong> Briefing<br />
with<br />
Simon Jamieson<br />
Director<br />
ff&P Asset Management Limited<br />
premium on less liquid investments. This has and will continue to lead<br />
to a shakeout and a degree of <strong>special</strong>isation. Managers with poor and<br />
indifferent performance spanning multiple funds will struggle to raise<br />
new fund capital.<br />
The general partners and the limited partners have also had to adjust to<br />
longer holding periods – stretching now to seven or eight years in the<br />
venture space. A consequence of this is that limited partners can have<br />
less cash to commit to the sector.<br />
Q5 Over the last two years there has been much talk of<br />
LP discontent over the way they were treated by some<br />
of managers back in the boom days. Do you think this is<br />
justified and how has investor sentiment been affected by<br />
the recession?<br />
A Scottish rooted house like FF&P has struggled with some of the terms<br />
in the LP agreement, particularly relating to management and other fees.<br />
However, these tend to be clearly stated and have been agreed to by<br />
ourselves so there seems little ground for complaint.<br />
Investor sentiment will have been impacted by the recession. In<br />
previous cycles we have seen a rush to liquidity and a reduction in the<br />
availability of private equity, which has in turn caused a period of good<br />
returns for the asset class. This cycle may yet turn out to follow the<br />
same pattern.<br />
Q6 in recent months the private equity industry has been<br />
challenged over its performance, and investors questioned<br />
over why they continue to back the asset class in the way<br />
that they do. As ff&P Asset Management has invested in<br />
private equity for some considerable time, where do you<br />
stand in the debate?<br />
FF&P continues to believe that backing a good manager who invests in<br />
good businesses over the long term is a proven way to create wealth<br />
over the long term.<br />
There will be periods of underperformance, e<strong>special</strong>ly when public<br />
markets are so volatile. However, this long proven form of wealth<br />
creation perhaps lends itself best to private equity with its long term<br />
focus and structure.<br />
Q7 What to you think are the biggest challenges that the<br />
private equity industry faces in the coming months and<br />
years, and what, as an investor, would you most like to see<br />
change?<br />
A challenge for the industry going forward is the valuation volatility in<br />
many private equity portfolios, caused by the volatility in the public<br />
markets being reflected through the Fair Market Value Accounting<br />
principles. This lack of stability reduces the differential between public<br />
and private equity and has consequently chipped away at one of the<br />
historic characteristics of the asset class.
Case study The Right Fit<br />
Kurt Geiger<br />
Private equity helps to grow one of<br />
Britain’s best known footwear retailers<br />
Funded by<br />
Kurt Geiger is among the most recognised shoe brands in the world and a genuine UK<br />
success story. Opening its doors for the fi rst time in 1963, Kurt Geiger today sells more<br />
than two million pairs of shoes a year, or 10 pairs every minute.<br />
In 2008, UK private equity house Graphite Capital led a £95m management buyout (MBO)<br />
of the business, which has since opened 20 stand-alone stores across the country and<br />
created more than 600 new jobs. And, despite the recession, recorded a 17% increase in<br />
turnover and a 21% increase in earnings in 2009.<br />
Strategy<br />
With the help of Graphite’s expertise in the retail sector, the MBO offered Kurt Geiger the<br />
opportunity to grow both nationally and internationally across all its distribution channels.<br />
In the UK the business had identifi ed a roadmap for rolling out its highly successful ownstore<br />
model to additional high street and airport locations. There was also strong scope to<br />
strengthen the company’s existing partnerships with premium department store groups<br />
where Kurt Geiger operates all aspects of the multi-branded shoe departments.<br />
The company’s international footprint was still relatively limited at the time of the MBO,<br />
meaning there was an opportunity to target new territories. Other business areas, such as<br />
licensing and online sales, were underdeveloped and offered potential for growth.<br />
Achievements<br />
Since the MBO, the group has opened over 20 stand-alone Kurt Geiger stores in the UK,<br />
including a new fl agship concept store in Covent Garden.<br />
Under Graphite’s ownership, the company has won a number of new contracts, including<br />
further selling space within the Selfridges and Fenwick’s store groups as well as a new<br />
contract with Debenhams. It has also signed an exclusive UK distribution agreement with<br />
Nine West, a US-based footwear brand.<br />
Internationally, it has expanded its franchise agreement in the Middle East, with stores<br />
opening in Dubai, Kuwait, Qatar and Bahrain. More recently, it has signed agreements with<br />
franchise partners in Russia, Turkey and Malaysia.<br />
Performance<br />
Despite the challenging economic backdrop for retailers, Kurt Geiger has performed<br />
strongly, thanks to its focus on luxury and premium product, geographic spread and multichannel,<br />
multi-brand business model.<br />
EBITDA (earnings before interest, taxes, depreciation, and amortization) has risen by more<br />
than 20% in each of the past two fi nancial years to a record £14.7m in the year to January<br />
2010. Like-for-like sales have risen strongly, with designer shoe sales within department<br />
store partners Harrods, Selfridges and Liberty at a record high. Internet sales trebled and<br />
now account for 15% of own brand sales.<br />
Job creation<br />
Kurt Geiger has created more than 600 new jobs since its acquisition by Graphite in<br />
January 2008, refl ecting the rapid expansion of its sales channels and international<br />
penetration. With original design as a core principle, the group has more than doubled the<br />
size of its design team since the MBO.<br />
Investor: Graphite Capital<br />
Location: London<br />
Sector: Retail<br />
Stage: MBO-2008<br />
Exit: Currently in portfolio<br />
Company Website: www.kurtgeiger.com<br />
Investor Website: www.graphitecapital.com<br />
“We were impressed by<br />
Graphite’s strong track record<br />
of successful investments in<br />
retail and consumer businesses.<br />
We offer some of the world’s<br />
best shoes in an unrivalled<br />
retail environment and are well<br />
recognised for the quality of<br />
our range and the high standard<br />
of our customer service. With<br />
Graphite’s retail expertise and<br />
support we are pursuing our<br />
strategic objective of becoming<br />
the leading global luxury and<br />
premium shoe retailer.”<br />
Neil Clifford, chief executive, Kurt Geiger<br />
January 2011 <strong>BVCA</strong> Briefing 33
For further information<br />
contact the <strong>BVCA</strong><br />
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Lancaster Place, London WC2E 7EN<br />
T: +44 (0)20 7420 1800<br />
F: +44 (0)20 7420 1801<br />
E: bvca@bvca.co.uk<br />
bvca.co.uk