Week 1 Flashcards

What is private equity and venture capital? / Trends and issues

1
Q

Private Equity

A

Venture capital + buyouts/ buyins and replacement capital/ secondary purchases

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2
Q

Venture Capital

A

Seed, spin-out, start-up, other early stage and expansion/development/growth stages

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3
Q

Simplified Funding Process (LP to IC)

A

Limited Partners put cash into the fund, this fund is a Private Equity Organisation.
The cash out of the fund is for investment into Investee Companies.

Limited Partners –> PEO –> Investee Companies

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4
Q

Simplified Funding Process (IC to LP)

A

Private Equity Organisation receive cash from Investee Companies on realisation of investment (e.g. IPO or trade-sale).

The PEO return cash to Limited Partners (generating IRR).

Investee Companies –> PEO –> Limited Partners

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5
Q

Initial Public Offering (IPO)

A

When shares of company are offered to institutional investors for the first time.

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6
Q

Trade - sale

A

Common means of exit to a trade buyer. In whole or in part through the sale of shares, assets or liabilities.

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7
Q

Internal Rate of Returns

A

Calculates ROI, helps decide whether investment is worth it.

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8
Q

Advantages of PE for the Management Team

A

Solid capital base for the future – to meet growth and development plans

No repayment during term of investment

No interest costs

Business partnership with venture capitalist
- share risks and rewards
- advice and expertise

No charges on business assets

No personal guarantees

If business runs into difficulties, private equity firm will work to ensure company is turned around.

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9
Q

Possible disadvantages of private equity

A

Possible loss of control, owners have to give up equity stake

PE firm may have veto rights over major decisions

“Hands-on” versus “hands-off” approach?

If business fails, private equity investors rank alongside other shareholders (after banks and other lenders).

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10
Q

Features of Bank Finance (compared to PE)

A

Short to long-term.

Overdrafts payable on demand; loan facilities can be payable on demand if the covenants are not met.

Useful source of finance if debt to equity ratio is conservatively balanced and company has good cash flow.

Requires regular good cash flow to service interest and capital repayments

Depends on company continuing to service interest costs and maintaining value of assets on which debt is secured.

If business fails, lender has first call on company’s assets.

If business appears likely to fail, lender could put business into receivership to safeguard loan / could make owner personally bankrupt if personal guarantees have been given.

Assistance available varies considerably.

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11
Q

Private Equity compared to Debt (usually debt from bank finance)

A

Equity:
- Medium to long term
- Risk and reward sharing
- Committed until exit
- Exit focused

Debt:
- Short to long term
- Cash flow based
- May be repayable on demand
- Contract driven

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12
Q

Private Equity compared to Public Equity

A

Private:
- Directly Negotiated
- Specialist Investors
- Investor Involvement
- Shareholders’ Agreement

Public / Quoted:
- Market / Intermediaries
- Many Investor Types
- Passive Investors
- Governance focus

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13
Q

Private Equity Stages (1): Seed

A

Seed

Purpose:
- Research, assess and develop business concept

Investee Characteristics:
- Non trading
- No firm business model

Objectives:
- Check commercial viability
- Prepare business plan
- Develop prototype

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14
Q

Private Equity Stages (2): Spin Out

A

Purpose:
- Form business from (university) research facility

Investee Characteristics:
- As for seed; IP owned by university

Objectives:
- Similar to seed
- However academic to commercial is often a big issue

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15
Q

Private Equity Stages (3): Start Up

A

Purpose:
- Product development and initial marketing

Investee Characteristics:
- Business may be operational but may not have actual sales

Objectives:
- Prove commercial need, demonstrate market and customers / contracts

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16
Q

Private Equity Stages (4): Other Early Stage

A

Purpose:
- Initiate commercial manufacturing/sales; accelerate growth

Investee Characteristics:
- Not yet profitable; product development complete

Objectives:
- Achieve profitable trading and solid growth platform

17
Q

Private Equity Stages (5): Expansion (development, growth capital)

A

Purpose:
- Growth and expansion of an operating company

Investee Characteristics:
- Established profitability
- Proven management
- Clear exit

Objectives:
- Increased production capacity, market or product development

18
Q

Private Equity Stages (6): Management Buyout (MBO)

A

Purpose:
- Enable current operating management and investors to acquire significant shareholding

Investee Characteristics:
- As for expansion capital

Objectives:
- Develop and implement an exit strategy – value for all shareholders

19
Q

Private Equity Stages (7): Management Buy-in (MBI)

A

Purpose:
- Enable managers from outside company to buy-in with investors

Investee Characteristics:
- Potential high profitable growth.
- Company undervalued; poor team

Objectives:
- Replace existing team.
- Develop and implement an exit strategy

20
Q

Private Equity Stages (8): Secondary Purchase

A

Purpose:
- Buy out a departing shareholder

Investee Characteristics:
- As for expansion capital

Objectives:
- Develop and implement an exit strategy – value for all shareholders

21
Q

Private Equity Stages (9): Replacement Equity

A

Purpose:
- Enable existing non-PE investors to buy back another investor’s shareholding

Investee Characteristics:
- As for expansion capital

Objectives:
- Develop and implement an exit strategy – value for all shareholders

22
Q

Private Equity Stages (10): Rescue / Turnaround

A

Purpose:
- Re-establish prosperity; rescue from receivership

Investee Characteristics:
- Loss making; poor mgt; potential for high profitable growth

Objectives:
- Turn business round; exit strategy – value for all shareholders

23
Q

Investment risk and return

A

Primary Risk areas: lean towards management and over paying / over gearing in the later stages of the PE process (BIMBO)

Target annual return: typically 22% but between 20 - 25%

24
Q

Financial Engineering - Leveraged Buyout (LBO)

A

LBO - main way of investment, to reduce contributions and increase IRRs.

Uses borrowed funds (leverage), using assets of target company as collateral.

25
Q

Pre-Money and Post-Money valuations

A

Pre-money valuations - company value before external funding

Post-money valuations - company value including outside financing or latest capital injection

26
Q

Shareholder Value (Financial Engineering vs. Value Adding role)

A

Close partnership between entrepreneur / management and investor

Financing tailored to the situation

Shared objectives of team and investor

Motivation and rewards for team and investor

Need for exit

27
Q

Private Equity Process

A
  1. Seed
  2. Spin Out
  3. Start Up
  4. Other Early Stage
  5. Expansion Capital
  6. Replacement Capital
  7. Management Buy Out
  8. Management Buy In
  9. BIMBO
  10. Leveraged Buy Out
  11. Institutional Buy Out