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FEDERATION OF EURO-ASIAN STOCK EXCHANGES SEMI ANNUAL REPORT APRIL 2007<br />

IS INVESTMENT<br />

What are the advantages of Private Equity<br />

investments and recent PE investments<br />

in Turkey?<br />

Efsane Cam<br />

Manager, Mergers and Acquisitions<br />

Is Investment<br />

What are the Advantages of<br />

Private Equity?<br />

Private equity provides long-term, committed<br />

share capital, to help the companies grow and<br />

succeed. The companies which are looking to<br />

start up, expand, buy into a business, buy out a<br />

division of the parent company, turnaround or<br />

revitalize a company, private equity could be a<br />

good solution. Obtaining private equity is very<br />

different from raising debt or a loan from a<br />

lender, such as a bank. Lenders have a legal<br />

right to interest on a loan and repayment of the<br />

capital, irrespective of the success or failure.<br />

Private equity is invested in exchange for a<br />

stake in the company and, as shareholders; the<br />

investors’ returns are dependent on the growth<br />

and profitability of the business.<br />

Private equity backed companies have been<br />

shown to grow faster than other types of<br />

companies. This is made possible by the<br />

provision of a combination of capital and<br />

experienced personal input from private equity<br />

executives, which sets it apart from other forms<br />

of finance. Private equity can help the seller to<br />

achieve the ambitions for the company and<br />

provide a stable base for strategic decision<br />

making. The private equity firms will seek to<br />

increase a company’s value to its owners,<br />

Private Equity<br />

Medium to long-term.<br />

Committed until “exit”.<br />

Provides a solid, flexible, capital base to meet future<br />

growth and development plans of the company.<br />

Good for cash flow, as capital repayment, dividend<br />

and interest costs (if relevant) are tailored to the<br />

company's needs and to what it can afford.<br />

The returns to the private equity investor depend on<br />

the business' growth and success. The more<br />

successful the company is, the better the returns all<br />

investors will receive.<br />

If the business fails, private equity investors will rank<br />

alongside other shareholders, after the banks and<br />

other lenders, and stand to lose their investment.<br />

If the business runs into difficulties, the private equity<br />

firm will work hard to ensure that the company is<br />

turned around.<br />

A true business partner, sharing the risks and<br />

rewards, with practical advice and expertise (as<br />

required) to assist the business success.<br />

without taking day-to-day management control.<br />

Although the seller may have a smaller share of<br />

the company, within a few years the seller will<br />

benefit from the rapid growth of the company<br />

more than the previous structure.<br />

Private equity firms often work in conjunction<br />

with other providers of finance and may be able<br />

to help the company to put a total funding<br />

package together for the business.<br />

The Advantages of Private Equity over Senior<br />

Debt<br />

A provider of debt recollecting its investment<br />

back by interest and capital repayment of the<br />

loan and it is usually secured either on business<br />

assets or the shareholders’ personal assets. As<br />

a last resort, if the company defaults on its<br />

repayments, the lender can put the business<br />

into receivership, which may lead to the<br />

liquidation of any assets. A bank may in<br />

extreme circumstances even ask for liquidation<br />

of the company to secure the receipt of its<br />

funding. Debt, which is secured in this way and<br />

which has a higher priority for repayment than<br />

that of general unsecured creditors is referred<br />

to as “senior debt”.<br />

By contrast, private equity is not secured on any<br />

assets although part of the non-equity funding<br />

package provided by the private equity firm<br />

Senior Debt<br />

Short to long-term.<br />

Not likely to be committed if the safety of the loan is<br />

threatened. Overdrafts are payable on demand; loan<br />

facilities can be payable on demand if the covenants<br />

are not met.<br />

A useful source of finance if the debt to equity ratio<br />

is conservatively balanced and the company has<br />

good cash flow.<br />

Requires regular good cash flow to service interest<br />

and capital repayments.<br />

Depends on the company continuing to service its<br />

interest costs and to maintain the value of the assets<br />

on which the debt is secured.<br />

If the business fails, the lender generally has first<br />

call on the company's assets.<br />

If the business appears likely to fail, the lender could<br />

put the business into receivership in order to safeguard<br />

its loan, and could make the shareholders personally<br />

bankrupt if personal guarantees have been given.<br />

Assistance available varies considerably.<br />

may seek some security. The private equity firm,<br />

therefore, often faces the risk of failure just like<br />

the other shareholders. The private equity firm is<br />

an equity business partner and earns back its<br />

investment by the company’s success,<br />

generally achieving its principle return through<br />

realizing a capital gain through an “exit” which<br />

may include:<br />

• Selling the shares to another investor (such<br />

as another private equity firm)<br />

• A trade sale (the sale of company shares to<br />

another)<br />

• Selling their shares back to the management<br />

• The company achieving a stock market listing<br />

Although private equity is generally provided as<br />

part of a financing package, to simplify<br />

comparison we compare private equity with<br />

senior debt.<br />

Private Equity Compared to Senior Debt<br />

It can be clearly concluded that private equity<br />

investments not only a source of fund, but also<br />

a substantial opportunity for creating extra<br />

synergies in the globalizing business world like<br />

partnerships for companies.<br />

PE Investments in the World and Turkey<br />

• After 2001, US Venture Capital and Private<br />

Equity Funds has been steadily increased.<br />

• Compared to 2004, EU Private Equity funds<br />

created was increased by 100% in 2005,<br />

reaching to EUR 4.25 billion<br />

• Between 2002 and 2005, Europe Venture<br />

Capital Capital and Private Equity Funds<br />

compounded annual growth rate was 21.2%.<br />

Realized Investments’ (compounded annual<br />

growth rate was 8.64%.<br />

• The first attempts at private equity and<br />

venture capital activities in Turkey were made<br />

under state authority in the 1980s. However,<br />

the real private equity and venture capital<br />

activities began with the investments of<br />

foreign private equity/venture capital funds in<br />

Turkey.<br />

• The first attempts to arrange legal issues<br />

surrounding venture capital activities in Turkey<br />

were undertaken in 1993 and a Capital<br />

Markets Board (CMB) Decree dated 6 July<br />

1993 enabled venture capital companies to<br />

be established in the form of Investment<br />

Trusts.<br />

• In 2006 nearly 10% of the total M&A deal is<br />

completed by the PE funds in Turkey with the<br />

help of domestic and international private<br />

equity funds’ increasing interest<br />

• Is Venture Capital Fund is the biggest local<br />

private equity fund in Turkey, founded on<br />

5 October 2000. so far has realized 7<br />

investments and 2 exits. It is the only one that<br />

has realized 2 exits in Turkey.<br />

• The table on page 11 summarizes the<br />

major PE funds and their investments<br />

realized in Turkey.<br />

PAGE 10

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