FIN A N CE - Deutsche Beteiligungs AG
FIN A N CE - Deutsche Beteiligungs AG
FIN A N CE - Deutsche Beteiligungs AG
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