going private; there have been virtually no emergingmarkets transactions <strong>of</strong> this type. In the few cases wherebuyouts have occurred in China, the seller has invariablybeen the State (i.e., privatization), and in most cases thenew controlling shareholder has been a local rather thanforeign private equity entity.• Leverage: Buyouts in the US and Europe tend to be highlyleveraged, <strong>of</strong>ten involving 60%‐80% <strong>of</strong> debt financing.In China, as in most emerging markets, private equitydeals involve relatively little or no debt. This may changeover time as credit markets deepen and legal frameworksadjust to permit more leveraged transactions, but notin the near‐term.• Transaction size: Buyouts in the US and Europe frequentlyrun into the hundreds <strong>of</strong> millions, or even billions <strong>of</strong> dollars.Very few companies <strong>of</strong> comparable size exist in emergingmarket countries, and most private equity transactions arefar smaller. 2• Politics and foreign ownership: <strong>The</strong> spectre <strong>of</strong> foreigninvestors gaining control <strong>of</strong> large, high visibility enterpriseshas begun to trigger a political backlash in China, just asit has in other emerging market countries as well as in theUS and many other Western countries. <strong>The</strong>se politicalsensitivities are likely to remain prominent features <strong>of</strong> theprivate equity landscape for the foreseeable future, andwill influence public policies and investor behaviour.Hony CapitalHony origins and backgroundHony Capital was founded in January 2003 with aninvestment <strong>of</strong> $38 million from a single investor, LegendHoldings, one <strong>of</strong> China’s best‐known companies. Legendwas established as a personal computer business with11 engineers in 1984 by the government‐owned ChineseAcademy <strong>of</strong> Sciences, and became internationally recognizedwhen one <strong>of</strong> its subsidiaries, Lenovo (previously namedLegend Computers), acquired IBM’s personal computerbusiness in 2005. Although widely viewed as one <strong>of</strong> China’sgreatest “private” sector success stories, today 65% <strong>of</strong>Legend Holdings is still owned by the state‐owned ChineseAcademy <strong>of</strong> Sciences.When Liu Chuanzhi, founder <strong>of</strong> Legend Computers andpresident <strong>of</strong> Legend Holdings, launched Hony Capital, mostlarge Chinese companies were state‐owned enterprises(SOEs). Obtaining government approval for buyouts involvednavigating through a complicated maze <strong>of</strong> regulatory andpolitical hurdles that few understood. But Liu, with his longexperience building Legend, understood what the governmentwas trying to achieve during the gradual transition to a marketeconomy, and he proved adept at manoeuvring within thebureaucracy. His vision for Hony from the outset was to applyLegend’s knowledge <strong>of</strong> government, its financial resourcesand its expertise managing successful Chinese companies toselectively acquire SOEs, restructure them, and then exit. Hebelieved that China had reached a critical juncture that waslikely to create untold opportunities for the nascent privateequity industry:“First, China’s traditional industries all have huge roomfor growth, so the returns on private equity can be evenhigher than those on venture capital. In other countries, thereare limits to the growth <strong>of</strong> traditional industries, but in Chinatraditional industries like construction materials, textiles orfood and beverages have limited risk and very fast growth,so they are very suited to private equity investment.“Second, because private enterprises in China lackresources, private equity can act like irrigation, stimulatingqualitative change as soon as it enters.“Third, private equity serves as a good tool for China to reformstate‐enterprise ownership and management‐incentivesystems. … <strong>Private</strong> equity can value enterprises andmanagement at market prices, allowing state enterprisesto reform in a more acceptable fashion.” 3Liu’s first task was to find a leader for Legend’s new fund.To this end he turned to John Zhao, a senior advisor to theCEO <strong>of</strong> Lenovo. Zhao had grown up in Jiangsu province,attended Nanjing University, worked briefly as an engineerat the state‐owned Jiangsu Electronics Company beforeimmigrating to the United States to pursue graduate studies.Zhao had earned two Masters <strong>of</strong> Science degrees and anMBA from Northwestern University’s Kellogg School <strong>of</strong>Business in Chicago before spending about 10 yearsworking in a number <strong>of</strong> high‐tech companies and SiliconValley start‐ups. He returned to China in 2002, first to workas a senior advisor to Lenovo’s CEO, and then as HonyCapital’s first CEO. Reflecting on his decision to return toChina after he had successfully settled in the US, Zhaoexplained: “China is my roots. In my mind, there was nodoubt that this is where I would eventually return.”Pursuing Liu’s vision, Zhao immediately began to build HonyCapital into one <strong>of</strong> China’s first private equity funds, foundedand fully staffed by Chinese. By 2007, Hony had grown to27 pr<strong>of</strong>essionals, including seven managing directors, twodirectors, and one vice president. With the exception <strong>of</strong> oneforeign employee, the team remains virtually 100% Chinese,most <strong>of</strong> whom were not Western-educated and came fromoperational, rather than financial, backgrounds. According toZhao, hiring a world-class pr<strong>of</strong>essional staff was one <strong>of</strong> hisbiggest challenges. He believed that success in the ChinesePE market required a very different kind <strong>of</strong> pr<strong>of</strong>essional, andhe proactively recruited individuals who had in‐depth localknowledge and strong operating expertise.2In 2006 the average deal size in China was about $45 million, and only $30 million in India. (“Asia <strong>Private</strong> <strong>Equity</strong> Overview, 2007”, Bain and Company,March 2007).3Yu Ning and Song Yanjua, “Defining <strong>Private</strong> <strong>Equity</strong>’s Future in China”, Caijing Magazine, published on www.wsj.com, 12 July 2007.116 Case studies: Hony Capital and China Glass Holdings<strong>The</strong> <strong>Global</strong> <strong>Economic</strong> <strong>Impact</strong> <strong>of</strong> <strong>Private</strong> <strong>Equity</strong> <strong>Report</strong> <strong>2008</strong>
Hony’s Chinese name means ambition and perseverance,two traits considered critically important for all Honypr<strong>of</strong>essionals. New recruits were given two books that theywere expected to have read by the end <strong>of</strong> their first weekon the job. One was <strong>The</strong> House <strong>of</strong> Morgan: An AmericanBanking Dynasty and the Rise <strong>of</strong> Modern Finance. 4 <strong>The</strong> bookresonated with Zhao because <strong>of</strong> the apparent similaritiesbetween the US at the turn <strong>of</strong> the 20th century andpresent‐day China. He believed that Morgan’s rise a centuryago captured the essence <strong>of</strong> Hony’s opportunity now. <strong>The</strong>second book, Goldman Sachs: <strong>The</strong> Culture <strong>of</strong> Success, 5focused on the embedded culture that contributed to theinvestment bank’s sustained success, and reflected Zhao’svision for Hony. “<strong>The</strong> people <strong>of</strong> Goldman Sachs are intenseand proud,” wrote one <strong>of</strong> Goldman’s leaders in the 1993annual review, “and they aren’t willing to settle for less thanbeing the very best in each <strong>of</strong> our significant operations.” 6In addition to building a pr<strong>of</strong>essional staff, the new CEObegan to flesh out Hony’s investment strategy. Thoughfew transactions existed at the time, Zhao never waveredfrom Liu’s vision <strong>of</strong> creating a private equity fund whoseprimary focus would be on purchasing controlling stakesin Chinese SOEs. Zhao first hired McKinsey & Companyto conduct a top‐down analysis <strong>of</strong> 99 broad sectors inthe Chinese economy. Based on the study, the consultingfirm recommended to Zhao and his team an investmentstrategy that focused on a few high growth sectors suchas pharmaceuticals, heavy equipment and constructionmaterials. Secondary interests included consumer goods,retail, media and financial services. Although float glass wasnot specifically included in McKinsey’s list <strong>of</strong> recommendedindustries, the Hony team believed that it had potential.Zhao explained that this early exercise with McKinseygave the Hony team focus and discipline as they beganto grow their private equity business.Since the first fund, Hony has gone on to raise twoadditional funds and by 2007 it had about $720 million <strong>of</strong>total committed capital. After relying 100% on Legend for thefirst fund, the second and third funds attracted some <strong>of</strong> theworld’s most prestigious LP investors, including the StanfordUniversity endowment, Goldman Sachs, Temasek Holdings,the Gates foundations and the Rothschild family. (SeeExhibit 1 for summary information on Hony Capital funds.)<strong>The</strong> Hony investment model“In the simplest terms,” Zhao explained, “we’re acompany builder. <strong>The</strong> key success factor in our businessis post‐investment execution.” Of course, the leaders <strong>of</strong>many private equity firms might express a similar view, butwhen Zhao elaborated on Hony’s investment model, some<strong>of</strong> the major differences between the Chinese and Westernapproaches to buyouts became apparent. As Zhao explained:“Hony’s deals differ in at least a half‐dozen ways fromtypical buyout deals in the US and Europe. We focus onprivatizations <strong>of</strong> state‐owned enterprises rather than publiclylisted private‐sector companies; given the state <strong>of</strong> China’scredit markets, leverage is not a significant factor in ourtransactions; we will not do a deal that involves significantasset stripping or major lay<strong>of</strong>fs; we do an enormous amount<strong>of</strong> due diligence on management because we are onlyinterested in deals where we have full confidence in theexisting management team; and possibly <strong>of</strong> greatestimportance, we must have a high level <strong>of</strong> confidenceearly in the due diligence process that our interests andmanagement’s are fully aligned about what needs to bedone after we invest to build value in the company. We helpthe management team to become market leaders in theirindustry by focusing on formulating strategy and vision.However, we don’t want to be in a position where we haveto interfere with daily operations.”Zhao believed this approach, coupled with the team’sdeep knowledge <strong>of</strong> Chinese business culture and the policyenvironment, would give Hony a considerable competitiveadvantage as the private equity industry continued to growand mature. Hony was also well placed to continuouslygenerate attractive deal flow, he believed, because histeam recognized the investment opportunities in a market farless efficient than that <strong>of</strong> developed countries. Hony couldselectively capitalize on these inefficiencies because its localknowledge was extensive and it understood better than mostthe nexus between China’s public policy agenda and therequirements for continued private sector growth. “Very fewvalue‐added investors are looking at the deals we do,” Zhaoexplained. “If we make the right judgments about companymanagers, we will succeed in most cases. China does not yethave a pr<strong>of</strong>essional management class by Western standards,so making good people decisions is a key factor for success.”Float Glass Industry Overview 7Opportunities in industry consolidation and cyclicality<strong>Global</strong> demand for flat glass between 1985 and 2004 hadconsistently grown at a rate approximately 1% faster thanglobal GDP, an encouraging sign for investors in a countrysuch as China that had been registering annual GDP increases<strong>of</strong> at least 9% for more than two decades. Furthermore, Chinais the single largest country in the glass market, accountingfor about a third <strong>of</strong> both global production and consumption.Domestic demand was poised to expand further with lawsand regulations requiring building materials to havetechnological innovations and higher energy efficiency.In 2003, when Hony was contemplating the Jiangsu Glassbuyout, China’s flat glass industry was extremely large yethighly fragmented. With China’s economy growing atbreakneck speed, every business related to the constructionindustry was booming. Yet compared to the global glass4Ron Chernow, New York, Grove Press, 2001.5Lisa Endlich, New York, Touchstone, 2000.6Lisa Endlich, Goldman Sachs: <strong>The</strong> Culture <strong>of</strong> Success, (New York, Touchstone, 2000), p180.7Materials on the industry overview are adapted from the China Glass Offering Prospectus, published 13 June 2005, p45-52.<strong>The</strong> <strong>Global</strong> <strong>Economic</strong> <strong>Impact</strong> <strong>of</strong> <strong>Private</strong> <strong>Equity</strong> <strong>Report</strong> <strong>2008</strong> Case studies: Hony Capital and China Glass Holdings 117
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The Globalization of Alternative In
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ContributorsCo-editorsAnuradha Guru
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PrefaceKevin SteinbergChief Operati
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Letter on behalf of the Advisory Bo
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Executive summaryJosh lernerHarvard
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• Private equity-backed companies
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C. Indian casesThe two India cases,
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Part 1Large-sample studiesThe Globa
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The new demography of private equit
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among US publicly traded firms, it
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should be fairly complete. While th
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according to Moody’s (Hamilton et
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draining public markets of firms. I
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FIguresFigure 1A: LBO transactions
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TablesTable 1: Capital IQ 1980s cov
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Table 2: Magnitude and growth of LB
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Table 4: Exits of individual LBO tr
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Table 6: Determinants of exit succe
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Table 7: Ultimate staying power of
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Appendix 1: Imputed enterprise valu
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Private equity and long-run investm
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alternative names associated with t
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4. Finally, we explore whether firm
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When we estimate these regressions,
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cutting back on the number of filin
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Table 1: Summary statisticsPanel D:
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Table 4: Relative citation intensit
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figuresFigure 1: Number of private
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Private equity and employment*steve
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Especially when taken together, our
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centred on the transaction year ide
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and Vartia 1985.) Aggregate employm
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sectors. In Retail Trade, the cumul
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employment-weighted acquisition rat
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FIguresFigure 1: Matches of private
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Figure 6:Figure 6A: Comparison of n
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Figure 8:Figure 8A: Comparison of j
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Figure 11: Variation in impact in e
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Figure 12: Differences in impact on
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consumer products. She was also a R
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AcknowledgementsJosh LernerHarvard
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The World Economic Forum is an inde