30.10.2012 Views

FIN A N CE - Deutsche Beteiligungs AG

FIN A N CE - Deutsche Beteiligungs AG

FIN A N CE - Deutsche Beteiligungs AG

SHOW MORE
SHOW LESS

Create successful ePaper yourself

Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.

<strong>FIN</strong>AN<strong>CE</strong> Studies<br />

Private Equity<br />

in Mittelstand<br />

Companies<br />

How are financial sponsors<br />

changing German companies?


IMPRINT<br />

June 2007<br />

Disclaimer All data have been thoroughly researched and compiled. Neither<br />

the editors nor publishers assume any liability for the accuracy<br />

and completeness of the contents or for any changes made after<br />

the completion of the publication.<br />

© 2007<br />

<strong>FIN</strong>ANCIAL GATES GmbH<br />

Mainzer Landstraße 199, 60326 Frankfurt am Main<br />

<strong>Deutsche</strong> <strong>Beteiligungs</strong> <strong>AG</strong><br />

Kleine Wiesenau 1, 60323 Frankfurt am Main<br />

Lincoln International <strong>AG</strong><br />

Kettenhofweg 29, 60325 Frankfurt am Main<br />

All rights reserved, including photomechanical copies<br />

and storage on electronic media<br />

Project Manager and Editor Michael Hedtstück (<strong>FIN</strong>AN<strong>CE</strong> Research)<br />

Data generation Michael Hedtstück (<strong>FIN</strong>AN<strong>CE</strong> Research)<br />

Design Daniela Seidel (F.A.Z.-Institut)


Content<br />

I Executive summary 4<br />

II The results of the study 7<br />

1. The interviewees – top managers talk 7<br />

2. Retrospective assessment 10<br />

III Analysis 16<br />

The participants 20<br />

<strong>FIN</strong>AN<strong>CE</strong> Studies | Private Equity in Mittelstand Companies<br />

3


I Executive summary<br />

Expansion beats cost cuts<br />

� For almost all companies, expansion becomes<br />

more important after the buyout. The<br />

most common tools are: a more openly pursued<br />

sales strategy and strengthening the<br />

companies’ market position. Importance is<br />

also attributed to the internationalisation<br />

process, even though this process is less important<br />

than expansion in general.<br />

� Private equity providers put a high emphasis<br />

on growth via acquisitions.<br />

� The management teams of German Mittelstand<br />

companies often have limited experience<br />

with acquisitions and react reluctantly<br />

when investors recommend acquisitions.<br />

� Corporate development concepts from the<br />

pre-buyout period are hardly ever continued.<br />

The existing strategy is either pursued with<br />

significantly more commitment or the investor<br />

and the management jointly develop<br />

an alternative corporate strategy.<br />

� Investments are scrutinized. Capex is used<br />

more efficiently, but usually not reduced.<br />

� Cost or personnel cuts hardly play any role at<br />

all. On a priority list they rank far lower than<br />

the implementation of a growth strategy.<br />

4<br />

The management decides,<br />

not the investor<br />

� The investor offers strategic inspiration and<br />

presents opportunities. But at the end of the<br />

day, the management decides on what will be<br />

implemented.<br />

� Private-equity investors very rarely influence<br />

business operations directly. The management<br />

expects an intervention only in case of<br />

severe management failure or if there is an<br />

imminent danger that covenants will be broken.<br />

Investors do not communicate to the<br />

management what type of measures they<br />

would apply if the company entered a crisis.<br />

� Financial sponsors offer companies access to<br />

their networks and to external consultants.<br />

Most entrepreneurs welcome this option.<br />

Nevertheless, they sometimes remain critical<br />

of consultants who have been mandated by<br />

their financial sponsor.<br />

Efficient organisation and processes<br />

� Financial sponsors often initiate changes in<br />

organisational structures. Their objective is<br />

to create greater transparency and a higher<br />

degree of accountability for corporate results<br />

at an individual level across the management<br />

team.<br />

� You hardly find 100-day programs or quick<br />

wins. But often financial sponsors immediately<br />

strengthen the financial department<br />

and enhance reporting.<br />

<strong>FIN</strong>AN<strong>CE</strong> Studies | Private Equity in Mittelstand Companies


Cooperation between management teams and financial sponsors – the management team’s<br />

view:<br />

Management teams welcome:<br />

� The management team shall manage the expansion process,<br />

not a cost-cutting program.<br />

� The management team is shown much appreciation and<br />

receives support from the financial sponsor. The company<br />

ranks high in the investor’s priority list.<br />

� A buyout paves the way for necessary changes in a company.<br />

� Financial sponsors hardly ever intervene with business<br />

operations.<br />

� New corporate development opportunities (M&A)<br />

� Support with due diligence/company valuations<br />

� Support with cash management<br />

� Owners show a high willingness to take decisions and a high<br />

accountability in their decision-making processes.<br />

� There is only one contact person.<br />

� Support with financial communication with banks and/or<br />

capital markets<br />

� Agreements are generally fulfilled.<br />

� Willingness to discuss strategic ideas openly and<br />

spontaneously; quick communication channels and<br />

approval processes<br />

� Often managers with industry expertise sit on the advisory<br />

board.<br />

� Access to the financial sponsor’s network, exchanging information<br />

with other entrepreneurs (method transfer)<br />

� The management is usually not put under any pressure to cut<br />

costs or to think or act on a short-term basis<br />

� Performance-oriented incentive<br />

<strong>FIN</strong>AN<strong>CE</strong> Studies | Private Equity in Mittelstand Companies<br />

Management teams criticise:<br />

� Exaggerated reporting requirements / special data requests<br />

or analyses<br />

� Non-fulfilment of agreements made regarding the exit option<br />

(IPO)<br />

� Too much pressure to hire external consultants<br />

� The financial sponsor’s representatives monitor the company<br />

too strictly in some cases<br />

� Recaps – “The money should be invested in the company“<br />

� (Too) ambitiously set targets<br />

� Financial sponsors are never satisfied. They always want<br />

higher returns.<br />

� Unsubstantiated suggestions, especially regarding M&A<br />

targets<br />

� Pressure to come up with an equity story for the investors and<br />

to perform accordingly<br />

� Strong focus on financials, limited understanding of business<br />

operations<br />

� Tendency to prematurely divest non-performing assets<br />

Source: <strong>FIN</strong>AN<strong>CE</strong> Research<br />

5


� Communication and approval processes are<br />

significantly shortened; decision-making<br />

processes are optimized<br />

� Most managers believe that the implemented<br />

changes have made their companies more<br />

flexible and more efficient.<br />

� If the financial sponsor had not invested in<br />

the company, in many cases these changes<br />

would not have been made or only made at a<br />

later point in time. Only one company would<br />

have seen the positively perceived changes<br />

without a previous buyout.<br />

� The majority of the companies had personnel<br />

changes at the medium or top executive<br />

level. Often a financial director is put on the<br />

management board after the buyout. In some<br />

cases, members of the board have been<br />

replaced, especially as a consequence of<br />

unsatisfactory performance.<br />

� Once financial sponsors feel fully informed<br />

and have established a relationship of trust,<br />

they show a high tolerance regarding management<br />

errors. Most managers have their<br />

financial sponsor’s backing even in times of<br />

poor performance.<br />

6<br />

Ambitious financing, conservative<br />

implementation<br />

� In a buy-out process, companies are usually<br />

highly leveraged by using standardized<br />

financing instruments. The financing structure<br />

is manageable. Special financing tools<br />

such as high yield funds or bullet financing<br />

such as PIK notes (Payment in kind) are very<br />

rare.<br />

� Total debt is normally strongly linked to<br />

liquidity and working capital, but hardly ever<br />

a major cost factor.<br />

� Key performing indicators and controlling<br />

tools are cash flow, working capital and<br />

ebit/ebitda.<br />

� Financial sponsors remarkably seldomly<br />

offer new financial know-how to the companies.<br />

They mainly train the companies on<br />

how to communicate with banks and how to<br />

establish their own independent corporate<br />

financing structures.<br />

<strong>FIN</strong>AN<strong>CE</strong> Studies | Private Equity in Mittelstand Companies


II Study results<br />

1. The interviewees – Top managers talk<br />

Interviewees*<br />

CFO<br />

3<br />

* In two cases both <strong>CE</strong>O and CFO participated in the interview<br />

n=13 Source: <strong>FIN</strong>AN<strong>CE</strong> Research<br />

In-depth interviews with <strong>CE</strong>Os and CFOs of 13<br />

German Mittelstand companies that have been<br />

taken-over by financial sponsors between 2002<br />

and 2006 were conducted for this study between<br />

February and April 2007. The interviews<br />

Transaction volume<br />

Large-cap<br />

(> 500 mio. Euro)<br />

4<br />

Upper mid-cap<br />

(250-500 mio. Euro)<br />

1<br />

<strong>CE</strong>O<br />

12<br />

Small-cap<br />

(< 50 mio. Euro)<br />

2<br />

Lower mid-cap<br />

(50-250 mio. Euro)<br />

6<br />

n=13 Source: <strong>FIN</strong>AN<strong>CE</strong> Research<br />

<strong>FIN</strong>AN<strong>CE</strong> Studies | Private Equity in Mittelstand Companies<br />

took between 60 and 90 minutes. Most were<br />

face-to-face interviews. In exceptional cases interviews<br />

were conducted by telephone.<br />

Anonymity was guaranteed to all interviewees.<br />

The majority of companies (seven companies)<br />

generated a sales volume of between €100 mil -<br />

lion and €250 million in 2006. One company<br />

had a sales volume between €250 million und<br />

€750 million. F ive companies had sales volumes<br />

greater than €750 million. W ith six interviewees<br />

the transaction volume (enterprise value) was in<br />

the lower mid-cap range (€50-250 million). T wo<br />

interviewed companies were in the small-cap<br />

range (< €50 million). One transaction was in<br />

the upper mid-cap range (€250-500 million).<br />

Four companies were in the large-cap range<br />

(more than €500 million).<br />

When selecting the interview sample, the objective<br />

was to have a good cross-section of privateequity<br />

companies that invest in German Mittelstand<br />

companies.<br />

Sales volume<br />

more than 750 mio.<br />

Euro<br />

5<br />

250-750 mio. Euro<br />

1<br />

100-250 mio. Euro<br />

7<br />

n=13 Source: <strong>FIN</strong>AN<strong>CE</strong> Research<br />

7


In order to reflect the existing market structure<br />

the sample was to include both financial sponsors<br />

of German and Central European and Anglo-Saxon<br />

investors. The following private equity<br />

companies are shareholders of the interviewed<br />

companies:<br />

� 3i<br />

� Advent International<br />

� Allianz Capital Partners<br />

� Axa Private Equity<br />

� Capiton<br />

� <strong>Deutsche</strong> <strong>Beteiligungs</strong> <strong>AG</strong><br />

� Doughty Hanson<br />

� Granville Baird<br />

� Halder<br />

� Kohlberg Kravis Roberts (KKR)<br />

� Montagu<br />

� Odewald & Compagnie<br />

� One Equity Partners<br />

� Quadriga<br />

� Springwater Capital<br />

� Star Capital<br />

8<br />

Two companies have been bought by a financial<br />

sponsor for the second time (secondary buyout).<br />

Three other companies (Mauser, M+W Zander,<br />

Prüm-Garant) have been sold to new shareholders<br />

after the interview but before the publication<br />

of this study.<br />

The 13 interviewed companies operate in nine<br />

different industries. With four interviewees<br />

from the mechanical and plant engineering sector,<br />

this industry is represented strongest.<br />

Eight companies had been part of a larger corporate<br />

group before the buyout. Four companies<br />

had previously been family businesses. One<br />

company had been sold by the public sector in a<br />

privatisation process.<br />

The focus of this study was to retrieve quality data<br />

during in-depth interviews based on a standardised<br />

questionnaire. After the interviews the<br />

information was processed anonymously. Every<br />

Industry sectors<br />

Mechanical and plant engineering 4<br />

Metal-processing industry 2<br />

Railway infrastructure 1<br />

Wood-processing industry 1<br />

Wholesale and retail 1<br />

Industrial packaging 1<br />

Pharmaceutical industry 1<br />

Electronics 1<br />

Personal transport 1<br />

n=13 Source: <strong>FIN</strong>AN<strong>CE</strong> Research<br />

<strong>FIN</strong>AN<strong>CE</strong> Studies | Private Equity in Mittelstand Companies


Shareholders before the buy-out<br />

Entrepreneurs/<br />

families<br />

4<br />

Public sector<br />

1<br />

Large corporate<br />

group<br />

8<br />

n=13 Source: <strong>FIN</strong>AN<strong>CE</strong> Research<br />

category was analysed individually. Quantitative<br />

data was retrieved in the “debt/leverage” section<br />

and analyzed by means of aggregation.<br />

<strong>FIN</strong>AN<strong>CE</strong> Studies | Private Equity in Mittelstand Companies<br />

9


2. Retrospective assessment<br />

The concluding opinions of the interviewed<br />

management teams regarding their buyouts<br />

were complex. Almost every company underwent<br />

a number of changes that were implemented<br />

after the buy-out and received comprehensive<br />

support by the financial sponsor.<br />

The management teams found strategic input<br />

on corporate strategy especially helpful. This included<br />

strategy sparring during which the management<br />

teams could discuss and promote ideas<br />

easily and quickly. They also appreciated the<br />

transfer of know-how and methods from the financial<br />

sponsor’s network, which is often used<br />

to disseminate knowledge gained in existing<br />

portfolio companies to the newly acquired portfolio<br />

companies. In many cases financial sponsors<br />

suggested the use of external consultants<br />

with whom they had successfully worked before.<br />

One entrepreneur welcomed the fact that the investor’s<br />

network opened up resources for special<br />

projects which the company was unable to supply.<br />

Furthermore, the management teams wel-<br />

10<br />

comed support in M&A transactions, especially<br />

with regard to enterprise valuations and due diligence<br />

processes.<br />

Only one entrepreneur did not regard any of the<br />

suggestions or the support offered as helpful.<br />

He explained that the investor knew far too little<br />

about his market and his business to contribute<br />

in a constructive way.<br />

This is also the most often raised complaint. Five<br />

entrepreneurs complained that their investors<br />

brought up too many useless ideas or suggestions<br />

(especially regarding potential M&A targets<br />

or improvements in business operations),<br />

which only kept the management teams from<br />

doing their job since they had to provide comprehensive<br />

justifications for disapproving of<br />

these ideas in some cases.<br />

What type of support from your financial sponsor do you regard as helpful?<br />

(Several answers possible)<br />

Input regarding strategy, management issues, public relations etc. 6<br />

Access to the financial sponsor’s network, transfer of methods<br />

M&A support/due diligence<br />

Backing, quick decision making<br />

Support regarding financing issues 1<br />

None 1<br />

Political contacts<br />

1<br />

Coaching in capital markets issues<br />

1<br />

n=13 Source: <strong>FIN</strong>AN<strong>CE</strong> Research<br />

3<br />

<strong>FIN</strong>AN<strong>CE</strong> Studies | Private Equity in Mittelstand Companies<br />

4<br />

4


What type of support from your financial sponsor do you consider to be obstructive?<br />

(Several answers possible)<br />

None 6<br />

Too many useless suggestions or ideas<br />

5<br />

Tendency to supervise management<br />

2<br />

Exaggerated focus on financing issues<br />

1<br />

Leverage 1<br />

External consultants creating overly high costs 1<br />

n=13 Source: <strong>FIN</strong>AN<strong>CE</strong> Research<br />

“Shareholders are<br />

generally difficult.”<br />

Two managers felt they were being supervised<br />

by their financial sponsor. One complained that<br />

his investor’s focus on financing issues blocked<br />

a clear view on business operations and strategic<br />

questions. One criticised an (in his view) overly<br />

high leverage. While many managers had an<br />

ambivalent relationship regarding the external<br />

consultants favoured by their investors, one entrepreneur<br />

clearly opposed consultants. He said<br />

that external consultants merely created costs<br />

and limited management capacities, because<br />

the management was forced to continuously supervise<br />

them. In addition, they were of limited<br />

use, because their analyses were directed primarily<br />

at the private equity company.<br />

Overall, the management teams were content<br />

with their financial sponsor’s support. This also<br />

applies to the promises that had initially been<br />

made by their new shareholders (see table).<br />

Seven out of nine interviewees, who had<br />

<strong>FIN</strong>AN<strong>CE</strong> Studies | Private Equity in Mittelstand Companies<br />

received specific guarantees, confirmed that<br />

these guarantees had been fulfilled. Only one<br />

was disappointed by the reliability of his financial<br />

sponsor.<br />

What promises did your financial sponsor<br />

make during the buyout process?<br />

(Several answers possible)<br />

None 4<br />

Support with expansion/M&A 4<br />

Support with financing issues 3<br />

External consultants can be recruited any time 2<br />

Full backing of the management strategy 1<br />

Access to the investor’s network 1<br />

Future IPO 1<br />

No interventions with business operations 1<br />

High appreciation for the company 1<br />

“Handsales” can be trusted 1<br />

n=13 Source: <strong>FIN</strong>AN<strong>CE</strong> Research<br />

11


There were similar findings regarding the positive<br />

and negative changes triggered by the buyout.<br />

There were more positive than negative aspects.<br />

The latter covered a wide range (see chart<br />

on next page). There do not seem to be any typical<br />

private-equity-induced changes but rather<br />

only company-specific changes. Again, strategic<br />

gains are valued higher than technical improvements<br />

in the financing department or the enhancement<br />

of processes.<br />

This positive image is confirmed by the fact that<br />

eight entrepreneurs said that the buyout had not<br />

resulted in any negative changes (see chart on<br />

next page).<br />

Benefits and drawbacks are often two sides of<br />

the same medal. One interviewee complained<br />

about exaggerated reporting requirements and<br />

the tendency of his investor to supervise him.<br />

On the other hand he considered it to be an improvement<br />

that he was much better informed<br />

Did your investor keep these promises?<br />

12<br />

No promises<br />

were made<br />

4<br />

Partially<br />

1<br />

No<br />

1<br />

n=13 Source: <strong>FIN</strong>AN<strong>CE</strong> Research<br />

Yes<br />

7<br />

about his company’s strengths and weaknesses,<br />

risks and opportunities, because of the many<br />

analyses and key performance indicators he had<br />

been forced to work with.<br />

Another entrepreneur welcomed the fact that<br />

the buyout had enabled him to pursue the<br />

growth strategy of his company more aggressively.<br />

At the same time he criticised the general<br />

attitude of financial sponsors, who are never satisfied<br />

and always want to see higher returns<br />

when the company performs according to plan.<br />

Overall, positive responses dominate the picture.<br />

Nine interviewees believed that the numerous<br />

positively assessed changes in strategy,<br />

organisation, and process management (see section<br />

“Decision-making process”) would not have<br />

been implemented without a buyout or would<br />

have been implemented significantly later. Only<br />

one company would have initiated the same<br />

changes if the buyout had not taken place.<br />

From the management’s perspective these<br />

changes also include the fact that they are now<br />

better able to focus on issues that directly add<br />

value to the company. Internal communication<br />

was named most often, especially with the middle<br />

management, followed by due diligence<br />

processes of M&A targets (see chart on next<br />

page). Furthermore, the management teams<br />

welcomed the fact that they had more time to<br />

communicate with customers, to bring in new<br />

business and to focus on new technologies and<br />

products. Three managers disapproved of the<br />

fact that they now have to spend more time on<br />

reporting. They also criticised that financing issues<br />

and the monitoring of external consultants<br />

are very time-consuming.<br />

<strong>FIN</strong>AN<strong>CE</strong> Studies | Private Equity in Mittelstand Companies


Three entrepreneurs welcome the fact that they<br />

need less time to communicate with their shareholders<br />

(see chart on next page). Complicated<br />

approval processes in large corporations or family<br />

businesses with several family members can<br />

take up a lot of time. One interviewee mentioned<br />

that he used to spend a great amount of time on<br />

explaining to several stakeholders why he spent<br />

so much time communicating with the other<br />

What has improved as a consequence of<br />

the buyout?<br />

(Several answers possible)<br />

The company was given a business perspective 3<br />

Strategy is implemented more fiercely<br />

Company became quicker, more flexible with<br />

3<br />

more growth drivers 3<br />

Acquisitions became an option 2<br />

Professional support of the financial department 2<br />

Better communication with shareholders 2<br />

None 2<br />

Analyses enhance corporate information 1<br />

Better use of personnel 1<br />

Access to capital markets 1<br />

Modern organisation 1<br />

General quality of management 1<br />

Shareholders have become more reliable 1<br />

Stronger awareness of financing issues 1<br />

The company would not have survived without the buyout 1<br />

More solid and long-term financing 1<br />

Increasing R&D ressources 1<br />

Improved risk management 1<br />

n=13 Source: <strong>FIN</strong>AN<strong>CE</strong> Research<br />

<strong>FIN</strong>AN<strong>CE</strong> Studies | Private Equity in Mittelstand Companies<br />

stakeholders. Today he only has one contact<br />

person.<br />

Some entrepreneurs considered it to be a strain<br />

that they had to spend much time on reporting<br />

and special analyses at the request of their<br />

investors. As a consequence they paid less<br />

attention to business operations, sales and<br />

corporate strategy.<br />

A more efficient communication with their<br />

private equity shareholders apparently does not<br />

always guarantee that the management can<br />

focus on what is essential.<br />

Nevertheless, six interviewees believe that they<br />

have more power than before the buyout, mostly<br />

because they can decide independently and<br />

because their company is geared to a quick<br />

implementation of decisions. Only three interviewees<br />

find that they have less power than<br />

before. The reason: In all three cases the previ-<br />

What has worsened as a consequence of<br />

the buyout?<br />

Nothing 8<br />

Losing long-term strategic perspectives<br />

The company is no longer backed by a large<br />

1<br />

corporation with great financing power<br />

Management feels supervised and spends too<br />

1<br />

much time with the financial sponsor<br />

The investor is greedy and continuously aims at<br />

1<br />

maximizing returns 1<br />

Exaggerated reporting 1<br />

n=13 Source: <strong>FIN</strong>AN<strong>CE</strong> Research<br />

13


On which issues do you spend less time than before?<br />

Communication with shareholders 3<br />

Business operations<br />

Sales and distribution<br />

1<br />

Strategy<br />

1<br />

Fundraising 1<br />

Travel 1<br />

Trouble shooting/project management<br />

1<br />

Discussions on key performance indicators, costs and restructuring<br />

1<br />

n=11 Source: <strong>FIN</strong>AN<strong>CE</strong> Research<br />

ous shareholders had not monitored them very<br />

closely. On the one hand the management teams<br />

could carry out fewer plans than today; on the<br />

other hand, their performance was hardly ever<br />

measured or questioned.<br />

14<br />

One could assume that an increased decisionmaking<br />

competence, a better informed and<br />

more ambitious group of shareholders and the<br />

personal financial commitment of the management<br />

teams result in greater pressure on the<br />

management teams. But the underlying sample<br />

only seldom confirms this assumption. Merely<br />

On what issues do you spend more time than before? (Several answers possible)<br />

Internal Communication 3<br />

Due diligence of M&A targets<br />

Analyses/reporting<br />

Customer contacts/acquiring new customer orders<br />

Financing issues 1<br />

Bank communication 1<br />

Business operations<br />

1<br />

Monitoring/Controlling external consultants<br />

1<br />

External communication<br />

New technologies and products<br />

n=13 Source: <strong>FIN</strong>AN<strong>CE</strong> Research<br />

1<br />

1<br />

<strong>FIN</strong>AN<strong>CE</strong> Studies | Private Equity in Mittelstand Companies<br />

2<br />

2<br />

3<br />

3


Would the changes have been implemented<br />

without the buy-out?<br />

five interviewees confessed that they feel a<br />

greater pressure today than before the buyout.<br />

Thus, the increased pressure is a result of increased<br />

responsibility for the company’s success<br />

and its employees, because there no longer is a<br />

Do you have more power now than before<br />

the buyout?<br />

No,<br />

less power<br />

3<br />

No<br />

9<br />

n=13 Source: <strong>FIN</strong>AN<strong>CE</strong> Research<br />

No difference<br />

4<br />

n=13 Source: <strong>FIN</strong>AN<strong>CE</strong> Research<br />

<strong>FIN</strong>AN<strong>CE</strong> Studies | Private Equity in Mittelstand Companies<br />

Yes<br />

1<br />

Yes<br />

6<br />

Partially<br />

3<br />

large corporation or charismatic founder behind<br />

which the management can hide. Those who do<br />

not feel any increase in pressure attribute this<br />

fact to the good performance of the company. In<br />

case of poor performance and an imminent danger<br />

of breaking covenants, most fear that the<br />

pressure will increase.<br />

Do you feel a greater pressure than before?<br />

No<br />

8<br />

n=13 Source: <strong>FIN</strong>AN<strong>CE</strong> Research<br />

Yes<br />

5<br />

15


III Analysis<br />

The general public still considers private equity<br />

a financing alternative rather than a strategically<br />

relevant instrument. The findings of this<br />

study challenge this view. The financial sponsors<br />

who have invested in Mittelstand companies<br />

find that the greatest potential to generate<br />

added value lies at the strategic level. They use<br />

the time available, in general between three and<br />

five years, primarily to strategically develop their<br />

portfolio companies and to create growth stories.<br />

The establishment of lean organisations and<br />

processes is merely a tool in order to create the<br />

best possible prerequisites for a growth in sales<br />

and profits. Reducing costs or personnel clearly<br />

ranks behind other objectives on their priority<br />

list. And it is usually true to say: When a company<br />

is taken over by a private-equity sponsor, the<br />

former non-core subsidiary of a corporation suddenly<br />

becomes core business. Does this mean<br />

that private-equity financed companies develop<br />

better than their peers?<br />

16<br />

“Someone had to get<br />

the company<br />

out of hibernation.”<br />

In many situations the answer is yes. This is<br />

proven by the qualitative results of this study<br />

and the quantitative data of the <strong>FIN</strong>AN<strong>CE</strong> study<br />

“Economic Impact of Private Equity in Germany”<br />

(2004). The latter proved with statistical<br />

methods that private equity-financed companies<br />

grew faster in Germany between 1998 and 2003<br />

and hired more employees than their peers.<br />

However, when interpreting these findings one<br />

must take a close look at the nature of the Mittelstand<br />

companies that financial sponsors have<br />

invested in. The majority were either spin-offs<br />

from large corporations, which were no longer<br />

considered to be core business or family businesses.<br />

In both cases the company’s access to expansion<br />

promoting resources is limited, either<br />

because these resources are generally scarce<br />

(family business) or because they are allocated<br />

to other business fields (large corporations). In<br />

addition, dividends to shareholders (either family<br />

members or parent company) are sometimes<br />

high. But resources are also limited in buyout<br />

situations. Dividend payments are replaced by<br />

debt service. This is tax-deductible, but puts a<br />

similar strain on the cash flow.<br />

Private-equity-financed companies do not exclusively<br />

use the cash flow for debt service, but also<br />

for acquisitions. Furthermore, some financial<br />

sponsors are willing to provide additional equity<br />

capital for attractive acquisition targets. This<br />

means that buy-out companies are still likely to<br />

grow in sales and number of employees under<br />

private-equity shareholders despite increased<br />

debt financing.<br />

Better access to financing sources is not the<br />

main reason why most of the interviewed companies<br />

perform better after the buyout or why<br />

some entrepreneurs even perceived the private<br />

equity investor’s buy-in as a liberating moment.<br />

The in-depth interviews showed that the management<br />

teams have significantly better opportunities<br />

to expand their businesses (also via<br />

M&A) than before. For financial sponsors M&A<br />

is daily business.<br />

<strong>FIN</strong>AN<strong>CE</strong> Studies | Private Equity in Mittelstand Companies


They are constantly screening M&A markets.<br />

They are important business partners for corporate<br />

sellers or M&A consultants.<br />

Sponsors often present M&A targets to their<br />

portfolio companies and they encourage their<br />

management teams to look for acquisition candidates<br />

themselves. Expansion issues in general<br />

and M&A in particular move up on the corporate<br />

agenda when financial sponsors come into play.<br />

“Before, the company was<br />

geared to technology.<br />

Now it is geared to the market.“<br />

This implies is a certain pressure on the management<br />

teams. Financial sponsors expect a<br />

growth story – the management team has to deliver.<br />

If a management team does not seize this<br />

opportunity, avoids M&A transactions or does<br />

not identify investment targets for free cash<br />

flows, shareholders will most likely demand a<br />

cash-out of the unused capital.<br />

The willingness of a management team to satisfy<br />

their financial sponsor’s expansion appetite is<br />

not the only issue that determines whether the<br />

two parties cooperate well. The competence of<br />

the financial sponsor also plays a role. The interview<br />

results give a clear picture: Only if a<br />

sponsor has truly developed a deep understanding<br />

of his portfolio company’s business model<br />

and the market it operates in can he support the<br />

management team with his M&A expertise. Private-equity-financed<br />

companies do not automatically<br />

have a better chance to expand.<br />

It is up to the financial sponsor to create the necessary<br />

parameters. Some try to achieve this by<br />

<strong>FIN</strong>AN<strong>CE</strong> Studies | Private Equity in Mittelstand Companies<br />

having experienced industry experts accompany<br />

their portfolio companies instead of investment<br />

managers. Some of the interviewees have a contact<br />

person with an industry background and<br />

perceive the communication as fully positive.<br />

The selection of contact persons for the management<br />

teams – investment manager or industry<br />

expert – is only one of the many differences<br />

between private equity companies. They differ<br />

greatly, because they emphasise different issues.<br />

This is seen most strongly in M&A, but also in<br />

reporting and the degree of involvement in daily<br />

business operations. While some financial<br />

sponsors clearly consider M&A as their core<br />

competence, some value a transfer of methods<br />

higher. They carry out benchmark analyses<br />

across their portfolio and try to implement the<br />

identified best practise methods in as many<br />

companies as possible. This type of investor is<br />

less focused on M&A, but rather on process optimization<br />

and organic growth strategies. They<br />

generally have higher reporting requirements<br />

and closely watch business operations. Due to<br />

these – in part drastically – different approaches,<br />

management teams should carefully analyse in<br />

which way the company should develop before<br />

the buyout and select their investor accordingly.<br />

“If this were my company,<br />

I would decide differently.”<br />

The management teams assume overall responsibility.<br />

The majority of the 16 private equity<br />

companies covered in this study understand<br />

themselves as passive investors, as partners for<br />

the management teams. They encourage, point<br />

17


out opportunities, support management in implementing<br />

its ideas, but they do not force the<br />

management teams to do anything. They turn<br />

previous managers into entrepreneurs. However,<br />

the managers may act like entrepreneurs, but<br />

they are no true entrepreneurs, because the majority<br />

shareholder is usually the private-equity<br />

company. The management teams are still accountable<br />

to their shareholders. Apparently this<br />

is not a problem, because financial sponsors tolerate<br />

mistakes as long as they feel fully informed<br />

and have a relationship of trust with their management<br />

teams<br />

18<br />

“A good manager is not<br />

influenced by the fact<br />

that his own money is at risk”.<br />

But, if the cooperation proves not to be fruitful,<br />

financial sponsors prefer to replace the existing<br />

management team instead of forcing it to comply<br />

with their preferred strategy. In this respect<br />

they do not differ from other shareholders who<br />

do not see themselves as partners of the management<br />

team.<br />

Once both parties have reached a good cooperation<br />

level and established a relationship of trust,<br />

the management teams have the full backing of<br />

their financial sponsors. In addition, the managers<br />

are shareholders themselves and benefit<br />

from the company’s increase in value. Because<br />

there are certain incentive packages (“sweet equity”),<br />

their return is often higher than that of<br />

the financial sponsor.<br />

Against this background it is not surprising that<br />

working under a private-equity company was<br />

conceived as very positive by all interviewees,<br />

even if some had minor complaints. But the image<br />

of private equity in the general public is a different<br />

one. What are the reasons?<br />

Private equity does not only stand for freedom,<br />

but also for a strong performance orientation.<br />

Many of the interviewed companies went<br />

through reforms which basically had two objectives:<br />

a clear individual accountability for results<br />

at all management levels and the highest possible<br />

degree of transparency. Only managers with<br />

a good track record benefit from this transparency,<br />

because weaknesses are revealed rigorously.<br />

In large corporations or family businesses<br />

this performance control is usually less strict.<br />

When a financial sponsor invests in a company<br />

there are often employees who do not accept the<br />

increased performance expectations of their<br />

new employer. Some of them publicly criticize<br />

private equity. In addition, this performance<br />

control is applied to everyone in the company,<br />

but only a small circle of managers receives a financial<br />

incentive or holds shares itself.<br />

“Thanks to the cooperation with<br />

our financial sponsor the<br />

overall quality of the management<br />

team has improved.”<br />

Another reason is the poor transparency of these<br />

companies for third parties. While financial<br />

sponsors very quickly create internal transparency,<br />

outsiders very rarely find out what they<br />

have done inside the company. Many people are<br />

suspicious of the high returns generated by private-equity<br />

companies. This leads to mistrust<br />

and stereotypes, which were for the greatest part<br />

<strong>FIN</strong>AN<strong>CE</strong> Studies | Private Equity in Mittelstand Companies


not confirmed by the interviewees. Most managers<br />

do not feel any pressure to cut costs or design<br />

cost-cutting programs. There were only few<br />

cases with personnel lay-offs. The interviewees<br />

clearly contradicted the existing stereotype that<br />

financial sponsors achieve their returns primarily<br />

by means of financial engineering.<br />

Financial sponsors are much more appreciated<br />

by their management teams than by the general<br />

public. This is not surprising. But it is interesting<br />

to note that this can not be attributed to the<br />

high financial incentive for management teams<br />

during a buyout, but rather to the extensive entrepreneurial<br />

freedom and newly gained opportunities<br />

to make more of a company than in the<br />

past.<br />

Activating unused growth potential seems to be<br />

the most important leverage for added value for<br />

Mittelstand portfolio companies – and not the<br />

elimination of unnecessary costs. It is remarkable<br />

that financial sponsors and their portfolio<br />

companies hardly need additional funding:<br />

With an identical capex, significantly higher<br />

growth rates are suddenly generated and free<br />

cash flow is used to acquire other companies,<br />

which results in higher profits and a reduction<br />

of the debt/operating profit ratio.<br />

The methods of private equity companies are<br />

simple and less sophisticated than often<br />

claimed. The often restrain themselves to a consequent<br />

exploitation of growth potential by freeing<br />

the company and the management from unnecessary<br />

burdens. The fact that financial sponsors<br />

additionally burden management teams<br />

with sometimes very high reporting requirements<br />

is part of the negative consequences of a<br />

<strong>FIN</strong>AN<strong>CE</strong> Studies | Private Equity in Mittelstand Companies<br />

buy-out. The managers feel that these weigh<br />

fairly little compared to the liberating effects.<br />

The management teams have a very professional<br />

attitude. They know that their investors will<br />

judge them in the end by how they have improved<br />

the company’s performance and have<br />

thereby added value to the company. Increasing<br />

a company’s valuation remains the overall objective<br />

of financial sponsors.<br />

19


The participants<br />

20<br />

Industries Sales volume Employees<br />

Abellio GmbH Passenger Transport 100 mio. Euro 1.000<br />

A.T.U Auto-Teile-Unger Handels GmbH & Co. KG Wholesretail/Retail/Service 1,4 billion Euro 12.500<br />

Berkenhoff GmbH Metal processing industry 110 mio. Euro 600<br />

BOA-BKT GmbH Metal processing industry 170 mio. Euro 1.100<br />

Borsig GmbH Mechanical and plant engineering 120 mio. Euro 400<br />

BSN Medical GmbH Pharmaceutical industry 530 mio. Euro 3.300<br />

Lewa GmbH Mechanial engineering 100 mio. Euro 600<br />

MAN Roland Druckmaschinen <strong>AG</strong> Mechanial engineering 2,1 billion Euro 8.750<br />

Mauser <strong>AG</strong> Industrial packaging 1 Mrd. Euro 3.000<br />

Moeller GmbH Electronics 960 mio. Euro 8.500<br />

M+W Zander Holding Plant engineering 1,9 billion Euro 8.500<br />

Prüm-Garant Holding Wood processing industry 114 mio. Euro 750<br />

Rail.One GmbH Railway infrastructure 150 billion Euro 800<br />

<strong>FIN</strong>AN<strong>CE</strong> Studies | Private Equity in Mittelstand Companies


Date of the Date of Secondary Previous shareholders Financial sponsor<br />

Buy-out Buy-out<br />

2006 City of Essen Star Capital<br />

2002 2004 Peter Unger KKR (majority), Doughty Hanson<br />

2004 ThyssenKrupp <strong>AG</strong> Granville Baird (majority), 3i<br />

2005 IWKA <strong>AG</strong> Odewald & Compagnie<br />

2003 Babcock Borsig <strong>AG</strong> Capiton<br />

2006 Beiersdorf <strong>AG</strong>, Smith & Nephew plc Montagu<br />

2005 Ott Family <strong>Deutsche</strong> <strong>Beteiligungs</strong> <strong>AG</strong>, Quadriga<br />

2006 MAN <strong>AG</strong> Allianz Capital Partners<br />

2003 Mauser and Gallay Family; West LB One Equity Partners<br />

2003 2005 Moeller Family Doughty Hanson (majority), Advent<br />

2005 Jenoptik <strong>AG</strong> Springwater Capital<br />

2004 Hochtief <strong>AG</strong> Halder<br />

2006 Pfleiderer <strong>AG</strong> Axa Private Equity<br />

<strong>FIN</strong>AN<strong>CE</strong> Studies | Private Equity in Mittelstand Companies<br />

21


Contacts<br />

<strong>Deutsche</strong> <strong>Beteiligungs</strong> <strong>AG</strong><br />

Thomas Franke<br />

Kleine Wiesenau 1<br />

60323 Frankfurt am Main<br />

Phone: + 49 (0) 69 / 9 57 87 - 3 07<br />

E-mail: thomas.franke@deutsche-beteiligung.de<br />

Lincoln International <strong>AG</strong><br />

Dr. Michael Drill<br />

Kettenhofweg 29<br />

60325 Frankfurt am Main<br />

Phone: + 49 (0) 69 / 9 71 05 - 4 05<br />

E-mail: m.drill@lincolninternational.de<br />

<strong>FIN</strong>AN<strong>CE</strong> editors team<br />

Michael Hedtstück<br />

Mainzer Landstraße 199<br />

60326 Frankfurt am Main<br />

Phone: + 49 (0) 69 / 75 91 - 25 83<br />

E-mail: michael.hedtstueck@finance-magazin.de<br />

22<br />

<strong>FIN</strong>AN<strong>CE</strong> Studies | Private Equity in Mittelstand Companies

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!