Introduction
           to
Private Equity
   Errol Danziger
 Danziger Capital Partners LLP


          October 2011
           Version 2

                                 1
This Presentation
            covers
        Three Topics…

• What is private equity?
• How does private equity differ from other
  investment models?
• How does private equity boost corporate
  performance and enhance investor
  returns?

                                         2
Wealth Creation through
          Private Equity
• Wealth creation through the private equity
  investment model can be impressive, and
  sometimes even spectacular
• Although average private equity returns
  have been shown to track but not exceed
  the S&P 500, some private equity
  investments have greatly outperformed
  other types of investment

                                               3
KKR’s Acquisition of Duracell

           8                        7.8
           7
           6                              Acquisition
           5                              price
$ billions 4                              Bank deposit
           3                  2.4         at 5%
           2            1.8
                                          Selling price
           1
           0
                       Investor value
    Source: McKinsey



                                                      4
Desai Capital’s Acquisition of
       Sunglass Hut
   100%
   90%
   80%            Operating
                  improvements
   70%
                  Leverage
   60%
   50%            Industry gain
   40%
                  Market gain
   30%
   20%            Cost
   10%
    0%
                  Source: McKinsey
          Value
                                     5
Scale of Private Equity Investment
             Globally



                           Source: TheCityJK




                                         6
Scale of Private Equity Investment
      in the United Kingdom



                           Source: TheCityJK




                                         7
Scale of Private Equity Investment -
             Key statistics
Global
• Total funds under management - $2.4 trillion (of which cash is $1 trillion
• New Investments in 2010 - $180 billion
• Exits in 2010 - $232 billion
• New funds raised in 2010 - $150 billion

United Kingdom
  New investments in 2010 - £20.5 billion
  Number of companies receiving private equity investment in 2010 – 1,073
  New funds raised in 2010 - £6.6 billion
Source: TheCityJK



                                                                               8
Scale of Private Equity Investment
         Global Fundraising
700
600
500
400
                                                     Capital raised ($
300                                                  billions)
200
100
  0
      2001   2003   2005   2007   2009   2011
                                         Source: Financial Times
                                                                   9
                                         28 September 2011
Scale of Private Equity Investment
          Number of Funds
1400
1200
1000
800
                                          Number of
600                                       funds
400
200
  0
   2001 2003 2005 2007 2009 2011
                          Source: Financial Times
                                                    10
                          28 September 2011
Scale of Private Equity Investment
      Value of Global LBOs
700
600
500
400
                                     Value of LBOs
300                                  ($ billions)
200
100
 0
  2001 2003 2005 2007 2009 2011
                            Source: Financial Times
                                                      11
                            28 September 2011
Scale of Private Equity Investment
     Number of Global LBOs
2000
1800
1600
1400
1200
1000                                     Number of
 800                                     deals
 600
 400
 200
   0
    2001 2003 2005 2007 2009 2011
                            Source: Financial Times
                                                      12
                            28 September 2011
Objectives of
  Private Equity Investment


• Improvements in operating
  efficiency
• Increases in manufacturing
  and service productivity
• Increases in shareholder value


                                   13
The Private Equity
             Investment Model
• Resolves public company conflicts of interest
• Helps overcome the failure of public company
  controls
• Conflicts of interest in the public company have not
  been controlled by –
   1. Internal controls, including boards of
      directors
   2. Product markets
• but have been controlled to some extent by capital
  markets
• Activist investors have intervened and the result
  has been the development of private equity
                                                    14
The Strategy of Private Equity
Fund founded by specialist
investors
                        Raises debt and
                        equity capital
 Buys out listed
 and unlisted       Takes the listed
 targets            targets private

                                 Restructures
                                 the targets
  Exits through sale or IPO

                                                15
The Structure of Private Equity
The legal and economic structure is made up of
these factors and elements

 1. Funds                 6. Management
 2. Debt                  incentives
                          7. Decentralisation
 3. Partnership
                          8. No cross-
 4. Manager-held equity   subsidisation
 5. Institutional         9. Limited lifespan
    investors             10. Targets taken
                          private


                                                 16
Public Company
                      Structure Diagram
Director pay:
performance
sensitivity is small               Board of Directors

CEO
pay:performance                        CEO
sensitivity is small
                              Corporate Headquarters
Headquarters staff
in the 1,000s
                        Division    Division   Division   Division
                           1           2          3          4
Divisional head
pay:performance
sensitivity is tiny


                                                               17
Private Equity
                     Structure Diagram
CEO
pay:performance            Partnership                   Limited
sensitivity is big        Headquarters                 Partnership
                                                       Buyout Fund
Headquarters staff
in the 10s



                     LBO target   LBO target   LBO target   LBO target
                         1            2            3            4
LBO target CEO
pay:performance
sensitivity is big



                                                                         18
Private Equity Investment Targets
  Private Equity pursues corporate targets that
  are underperforming or are undervalued, and
  that have these features:
         1. Poor management
         2. Under-investment
         3. Over-investment
         4. Strategic neglect
         5. Inadequate debt financing
         6. Excessive debt financing
         7. Incorrect financing mix
         8. Excessive cash holdings
         9. Excessive conglomeration
                                                  19
How Private Equity Boosts
    Corporate Performance

By focusing on the following factors -

1. Assets in place        9. Period of high growth
2. Redeployment           10. Cost of financing
3. Operating efficiency   11. Less discretionary
4. Tax burden             12. Operating leverage
                          13. Financing mix
5. Capital maintenance,
   working capital        14. Matching
                          15. Non-operating assets
6. Expected growth
                          16. Acquisitions
7. New investments
8. Existing assets

                                                     20
Features of
Private Equity Target Performance
  1. Target shareholders gain from leveraged
     buyouts of target companies
  2. Private equity gains are not at made at the
     expense of other constituencies
  3. Leveraged buyouts boost target operating
     efficiency
  4. Private Equity gains are not subsidised by
     tax system through interest deductibility
  5. Private Equity targets taken private are
     seldom taken public again

                                                   21
How Private Equity Achieves
        Outperformance
1. Cash retention is minimised and excess
   cash is distributed promptly to investors
2. Capital structure is optimised to
   minimise cost of capital
3. An operating plan is developed and
   followed rigorously
4. Target company management is heavily
   incentivised to perform
5. Target company directors play an active
   and ongoing role in operational
   management
                                           22
Thank you!

             23

Introduction To Private Equity Version 2

  • 1.
    Introduction to Private Equity Errol Danziger Danziger Capital Partners LLP October 2011 Version 2 1
  • 2.
    This Presentation covers Three Topics… • What is private equity? • How does private equity differ from other investment models? • How does private equity boost corporate performance and enhance investor returns? 2
  • 3.
    Wealth Creation through Private Equity • Wealth creation through the private equity investment model can be impressive, and sometimes even spectacular • Although average private equity returns have been shown to track but not exceed the S&P 500, some private equity investments have greatly outperformed other types of investment 3
  • 4.
    KKR’s Acquisition ofDuracell 8 7.8 7 6 Acquisition 5 price $ billions 4 Bank deposit 3 2.4 at 5% 2 1.8 Selling price 1 0 Investor value Source: McKinsey 4
  • 5.
    Desai Capital’s Acquisitionof Sunglass Hut 100% 90% 80% Operating improvements 70% Leverage 60% 50% Industry gain 40% Market gain 30% 20% Cost 10% 0% Source: McKinsey Value 5
  • 6.
    Scale of PrivateEquity Investment Globally Source: TheCityJK 6
  • 7.
    Scale of PrivateEquity Investment in the United Kingdom Source: TheCityJK 7
  • 8.
    Scale of PrivateEquity Investment - Key statistics Global • Total funds under management - $2.4 trillion (of which cash is $1 trillion • New Investments in 2010 - $180 billion • Exits in 2010 - $232 billion • New funds raised in 2010 - $150 billion United Kingdom New investments in 2010 - £20.5 billion Number of companies receiving private equity investment in 2010 – 1,073 New funds raised in 2010 - £6.6 billion Source: TheCityJK 8
  • 9.
    Scale of PrivateEquity Investment Global Fundraising 700 600 500 400 Capital raised ($ 300 billions) 200 100 0 2001 2003 2005 2007 2009 2011 Source: Financial Times 9 28 September 2011
  • 10.
    Scale of PrivateEquity Investment Number of Funds 1400 1200 1000 800 Number of 600 funds 400 200 0 2001 2003 2005 2007 2009 2011 Source: Financial Times 10 28 September 2011
  • 11.
    Scale of PrivateEquity Investment Value of Global LBOs 700 600 500 400 Value of LBOs 300 ($ billions) 200 100 0 2001 2003 2005 2007 2009 2011 Source: Financial Times 11 28 September 2011
  • 12.
    Scale of PrivateEquity Investment Number of Global LBOs 2000 1800 1600 1400 1200 1000 Number of 800 deals 600 400 200 0 2001 2003 2005 2007 2009 2011 Source: Financial Times 12 28 September 2011
  • 13.
    Objectives of Private Equity Investment • Improvements in operating efficiency • Increases in manufacturing and service productivity • Increases in shareholder value 13
  • 14.
    The Private Equity Investment Model • Resolves public company conflicts of interest • Helps overcome the failure of public company controls • Conflicts of interest in the public company have not been controlled by – 1. Internal controls, including boards of directors 2. Product markets • but have been controlled to some extent by capital markets • Activist investors have intervened and the result has been the development of private equity 14
  • 15.
    The Strategy ofPrivate Equity Fund founded by specialist investors Raises debt and equity capital Buys out listed and unlisted Takes the listed targets targets private Restructures the targets Exits through sale or IPO 15
  • 16.
    The Structure ofPrivate Equity The legal and economic structure is made up of these factors and elements 1. Funds 6. Management 2. Debt incentives 7. Decentralisation 3. Partnership 8. No cross- 4. Manager-held equity subsidisation 5. Institutional 9. Limited lifespan investors 10. Targets taken private 16
  • 17.
    Public Company Structure Diagram Director pay: performance sensitivity is small Board of Directors CEO pay:performance CEO sensitivity is small Corporate Headquarters Headquarters staff in the 1,000s Division Division Division Division 1 2 3 4 Divisional head pay:performance sensitivity is tiny 17
  • 18.
    Private Equity Structure Diagram CEO pay:performance Partnership Limited sensitivity is big Headquarters Partnership Buyout Fund Headquarters staff in the 10s LBO target LBO target LBO target LBO target 1 2 3 4 LBO target CEO pay:performance sensitivity is big 18
  • 19.
    Private Equity InvestmentTargets Private Equity pursues corporate targets that are underperforming or are undervalued, and that have these features: 1. Poor management 2. Under-investment 3. Over-investment 4. Strategic neglect 5. Inadequate debt financing 6. Excessive debt financing 7. Incorrect financing mix 8. Excessive cash holdings 9. Excessive conglomeration 19
  • 20.
    How Private EquityBoosts Corporate Performance By focusing on the following factors - 1. Assets in place 9. Period of high growth 2. Redeployment 10. Cost of financing 3. Operating efficiency 11. Less discretionary 4. Tax burden 12. Operating leverage 13. Financing mix 5. Capital maintenance, working capital 14. Matching 15. Non-operating assets 6. Expected growth 16. Acquisitions 7. New investments 8. Existing assets 20
  • 21.
    Features of Private EquityTarget Performance 1. Target shareholders gain from leveraged buyouts of target companies 2. Private equity gains are not at made at the expense of other constituencies 3. Leveraged buyouts boost target operating efficiency 4. Private Equity gains are not subsidised by tax system through interest deductibility 5. Private Equity targets taken private are seldom taken public again 21
  • 22.
    How Private EquityAchieves Outperformance 1. Cash retention is minimised and excess cash is distributed promptly to investors 2. Capital structure is optimised to minimise cost of capital 3. An operating plan is developed and followed rigorously 4. Target company management is heavily incentivised to perform 5. Target company directors play an active and ongoing role in operational management 22
  • 23.