Private Equity Flashcards
PE and VC
Give 3 sources of value for Private Equity
- Re-engineer Portfolio Company to operate more efficiently
- Obtain more favourable debt finance
- Control mechanisms to align interests of management with Private equity owners
Explain how private equity re-engineers a portfolio company
- Many private equity firms have experienced industry CEO’s and CFO’s
- They use expertise in reorganisation and consulting and contacts to improve portfolio company’s prospects
Using MM explain how private equity firms get better access to debt markets than public companies?
- Using Modigliani-Miller - debt increases firm value (lowers WACC) due to after tax value of tax shield. If ROE > ROA
- Eventually increasing Leverage increases risk premiums and offsets value of interest tax shield.
PE firms reduce risk premiums of Leverage due to:
(A) Direct control over management
(B) Good reputation gained through previous transactions
Using Jensens FCF hypothesis explain how private equity firms get better access to debt markets than public companies?
- Firms with high FCF and large capital budgets tend to invest in projects that destroy value (negative NPV’s)
- Increased leverage means increased debt service costs
- Increased debt payments keep management on their toes and increases scrutiny of new projects
- Increased debt payments reduce discretionary use of funds
Which segments of debt markets help Private Equity obtain better terms for debt.
- Syndicated loans
- Debt issuance as CLO.
- High yield bonds risk transfer due to CDO’s
Give 8 control mechanisms that better align management with owners.
How do these controls increase value?
- Board representation - at least for material events
- Required approvals - decisions of strategic importance
- Compensation of managers
- Non-compete clauses of founders and management
- Tag-along, drag along - new shares or acquirer offers made to all including management
- Earn-outs - ties equity valuation and price paid to future performance
- Priority in claims and distributions e. g. dividends
What is a ratchet mechanism?
It enables the management to increase its equity allocation depending on the company’s performance.
Name 6 techniques to value private equity portfolio companies
- DCF Analysis - mature companies
- Relative Value or market approach - mature companies
- Real Option - immature companies with flexible strategies
- Replacement cost - not for mature companies with positive cash flow
- Venture capital method
- Leveraged buyout method
Which valuation techniques are suitable for mature private equity portfolio companies?
- DCF Analysis - mature companies
- Relative Value or market approach - mature companies
- Leveraged buyout method
Which valuation techniques are suitable for early stage private equity portfolio companies?
- Real Option - immature companies with flexible strategies
- Replacement cost - not for mature companies with positive cash flow
- Venture capital method
Describe DCF Analysis for Private equity
1.
Describe relative value analysis in private equity
1.
Describe real option analysis in private equity
1.
Describe leveraged buyout method in private equity
1.
Describe replacement cost method in private equity
1.
Describe venture capital method in private equity
1.
How does use of debt magnify exit value for stockholders?
- ROE = ROA x Leverage (average assets / equity)
What are the Cash flow characteristics of Buyout and VC investments?
- Buyout - steady and Predictable cash flow, realistic projections
- VC - unpredictable, unrealistic projections
What is the market position characteristics of Buyout and VC investments
- Buyout - attractive market position, proven niche
2. VC - low market history, new market, unproven niche
Compare the asset base of a Buyout investment and a VC investment.
Buyout - significant possible collateral
VC - weak, not a collateral asset
Compare the management team of a Buyout investment and a VC investment.
Buyout - strong and experienced management
VC - newly formed, entrepreneurial
Compare the leverage of a Buyout investment and a VC investment.
Buyout - extensive use of senior, mezzanine and junior debt
VC - primarily equity, limited debt
Compare the risk measurement of a Buyout investment and a VC investment.
Buyout - mature, operating history, measurable risk
VC - lack of operating history, new markets, new products, new technology
Compare the exit strategy of a Buyout investment and a VC investment.
Buyout - Predictable exits: secondary buyout, strategic sale, IPO
VC - Exit difficult to anticipate: IPO, trade sale, secondary venture sale
Compare the cost reduction / control of a Buyout investment and a VC investment.
Buyout - potential to restructure etc
VC - significant cash burn rate required to establish business and product in the market
Compare the working capital requirement of a Buyout investment and a VC investment.
Buyout - low working capital requirement
VC - increasing need for working capital when entering growth phase
Compare the due diligence of a Buyout investment and a VC investment.
Buyout - full blown due diligence before investing (FLECTS)
VC - focuses on technology & commercial. Limited due to lack of operating history.
What is the full blown (FLECTS) due diligence in buyout investments
FLECTS
Financial Legal Environmental Commercials Tax Strategic
Compare the goal setting and monitoring of a Buyout investment and a VC investment.
Buyout - monitor cash flow, strategy and planning
VC - monitor business plan milestones
Compare the returns of a Buyout investment and a VC investment.
Buyout - lower variance, lower bankruptcies
VC - few very high returns and many write-offs
Compare the capital markets activity of a Buyout investment firm and a VC investment firm.
Buyout - investors typically have significant capital markets footprint
VC - investors less active in capital markets
Characterise transactions of a Buyout investment firm and a VC investment firm
Buyout - auctions, multiple acquirers
VC - proprietary and / or relationship based
Compare the growth through subsequent fund raising of a Buyout investment firm and a VC investment firm
Buyout - well performing buyout firms attract large funds
VC - tend to be less scalable, grow less quickly
Compare the remuneration of a Buyout investment GP and a VC investment GP
Buyout - carried interest, management fee, monitoring fees
VC - carried interest is main fee, management and monitoring fees are rare
Compare the products of a Buyout investment and a VC investment.
Buyout - established products
VC - uncertain, new technologies
Which two private equity valuation methods require market data?
- Relative valuation
2. Income approach (DCF)
What are the 4 key valuation issues for Buyout vs. Venture capital
- Use of DCF method
- Use of Relative Value approach
- Use of Debt
- Drivers of Equity returns
Are Buyouts of VC investments most suitable for DCF methods?
Why?
Buyouts are most suitable.
Buyouts are mature companies with Predictable cashflows.
VC investments are less mature and have uncertain cashflows
Is the relative value method more suitable for Buyout or VC investment?
Why
It is used in buyout vuations to check DCF method analysis
It is difficult to use for VC Investment because there may not be any comparable companies
Which type of investment uses debt capital most, Buyout or VC Investment
Buyout - tend to be mature with developed capital stacks of senior, subordinated and mezz
VC investments tend to be early stage with mostly equity funding
What are the key drivers of Equity returns for Buyout investment
“Ged red me”
Growth Earnings
Debt RED
Multiples on Exit
What are the key drivers of Equity returns for VC investment
VCs have PREMONitions and VALUE INternal DiLUSIONS
- Pre-MONEY VALUATION
- INVESTMENT
- SUBSEQUENT DILUTION
Los 41e - What are the Four exit routes for Private Equity Firms
“I Like S&M”
IPO
Liquidation (asset sale)
Secondary market sale
MBO
Los 41e - explain private equity exit by IPO, how does it impact value?
- Taking a company public.
- Takes time, costly, lose flexibility
- Achieves highest value (highest multiple) because:
a. Shares are more liquid
b. Public companies attract better management
Los 41e - explain private equity exit by Secondary Market, how does it impact value?
- Sell the investors position to another investor where investment value is greater than market price or FV assets. Usually a sector specialist that can add value or grow the business.
- Results in the seconds highest valuation possible after IPO
Not common for VC’s
Los 41e - explain private equity exit by Liquidation, how does it impact value?
- A sale of the company’s assets
2. Lowest value, since there is no value placed on the firm
Los 41e - explain private equity exit by MBO, how does it impact value?
- The management by the firm with a leveraged finance package from investors.
- May add value in theong term through alignment of management interests. But leverage reduces flexibility. (Jensens theory).
What type of market data does DCF (Income) approach use?
Comparable companies
- Discount rate
- Growth rate
- Target Betas
- Target Leverage ratios
What type of market data does Relative Value approach use?
Comparables
- Adjust ratios for stage in life-cycle of target company vis a vis comparable.
What is committed capital
The amount promised by LP’ s available to be drawn down for investment
What is paid in capital
The amount of funds received for investment in portfolio companies
What is the NAV of a PE fund
NAV=
ASSETS (value of fund assets)
- ACCRUED Expenses (unpaid)
Name 6 ways to value fund assets
- COST without adjustments until EXIT
- COST - adjustments for financing and revaluation
- Lowest of COST or MARKET
- Marked to MARKET (comparables) with adjustments for illiquidity
- Marked to Market with discount for restricted securities
- Re-value on new financing
Describe the 8 Economic Terms of a PE fund
Management fees
Transaction fees
Carried interest
Ratchet
Hurdle rate
Target fund size
Vintage year
Term of fund
What is a limited partner
- Provides fund for investment
- No management responsibility
- Limited liability
Wha is a general partner
- Manages the fund
2. Jointly liable with other GP’s for the funds debts
Which two types of documents describe a PE fund terms
- Prospectus
2. Limited partnership agreement
What two categories of fund terms are there?
- Economic Terms
2. Corporate Governance Terms
What 3 fund values can management fee be based on?
- Committed capital
- Paid in capital
- NAV
Explain the importance of EXIT Timing for portfolio company value
- Flexible - do not sell in weak markets. Consider buying additional companies that can merge with portfolio companies.
- Long term forecasts of exit price are uncertain.
What is the main purpose of PE valuation
- Provide a reference (benchmark) for negotiation of buy or sell
- Assess the future potential to generate cash flow and hence value
What are the two forms of Private Equity fund structures
- LLP - Limited liability partnership
2. CLS - Company Limited by shares
Explain how PE fund structures limit redemptions
Most funds are closed end
(A) Redemption only allowed at specified periods
(B) New investors (LP’s) only allowed at:
specified times, or
at managers discretion
Who benefits from a company limited by shares
The GP
What are the two main activities of a PE fund
- RAISING FUNDS
2. MANAGING FUNDS
Name the 5 stages of a PE Fund
MIRE
1. Marketing 2 investment 3. Realisations / return of capital and exits 4. Extension 5. Follow on Fund
What is the usual duration term if a PE fund
10-12 Years
+ 2-3 years extension
What are the four components of exit value
Ice Grid in Post Mortem
- Investment Cost
- Earnings Growth
- Reduction in debt
- Increase in Price Multiple
Which components of the exit value can a PE firm improve
GEt RID in afternoon PM
Growth Earnings
Reduction in Debt
- > Increase in Price Multiple
How does a PE firm enhance the components of Exit Value
GEt RID in afternoon (PM)
- Operational improvements
- Better governance
- Financing
LEADS TO
- increase Earnings GROWTH
- Reduction In Debt
What is forecast IRR for PE investments sensitive to?
Time to Exit
Exit Year