ANNUAL REVIEW 2017 Land of the giants - Private Equity International
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Cycle-Tested Credit Expertise Extensive Market Coverage Comprehensive Solutions Relative Value Focus Ares Management is honored to be recognized as Lender of the Year in North America for the fourth consecutive year as well as Lender of the Year in Europe Lender of the year in Europe Ares Management, L.P. (NYSE: ARES) is a leading global alternative asset manager with approximately $106 billion of AUM1 and offices throughout the United States, Europe, Asia and Australia. With more than $70 billion in AUM1 and approximately 235 investment professionals, the Ares Credit Group is one of the largest global alternative credit managers across the non-investment grade credit universe. Ares is also one of the largest direct lenders to the U.S. and European middle markets, operating out of twelve office locations in both geographies. Note: As of December 31, 2017. The performance, awards/ratings noted herein may relate only to selected funds/strategies and may not be representative of any client’s given experience and should not be viewed as indicative of Ares’ past performance or its funds’ future performance. 1. AUM amounts include funds managed by Ivy Hill Asset Management, L.P., a wholly owned portfolio company of Ares Capital Corporation and a registered investment adviser. learn more at: www.aresmgmt.com | www.arescapitalcorp.com
The battle of the brands the US market on page 80, advisor Hamilton TOBY MITCHENALL Lane said it had received a record number EDITOR'S of private placement memoranda in 2017 – ISSN 1474–8800 LETTER MARCH 2018 around 800 – and that this, combined with Senior Editor, Private Equity faster fundraising processes, has made it dif- Toby Mitchenall, Tel: +44 207 566 5447 toby.m@peimedia.com ficult to some investors to make considered Special Projects Editor decisions. Graeme Kerr, Tel: +44 203 862 7491 graeme.k@peimedia.com This chimes with what we hear from other Americas Editor, Private Equity investors: that the number of funds in the Marine Cole, Tel: +1 212 633 1455 marine.c@peimedia.com It is the story that that’s been playing out for market at the moment is making it tricky to do Editor, Private Equity International a decade. Big firms getting bigger and using anything but re-up with existing relationships. Isobel Markham, Tel: +1 646 380 6194 isobel.m@peimedia.com their brand capital to grow their franchises This is turn gives rise to a recurring com- Asia Reporter upwards and outwards. plaint we hear about the advent of more GP-led Carmela Mendoza, Tel: +852 2153 3148 carmela.m@peimedia.com The growth of powerful franchises happens secondaries transactions (as we explore on Reporters in two ways and both are on abundant display page 10): “If I have my hands full with the day Rod James, Tel: +44 207 566 5453 in this year’s Annual Review. First is the fund job of assessing managers and making com- rod.j@peimedia.com size growth. Contributing to the $411 billion mitments, why should I be forced to reassess Alex Lynn, Tel: +44 207 566 5463 alex.l@peimedia.com raised across all private equity funds last year a fund to which I have already committed?” It Contributor were the largest ever euro-denominated fund is an issue that we expect to hear more about Adam Le (CVC Capital Partners’ Fund VII), the largest in the months to come. Senior Production Editor Mike Simlett, Tel: +44 20 7566 5457 ever Asia-focused fund (KKR’s third Asia fund) New managers, or even established man- mike.s@peimedia.com and the largest fund ever, full stop (Apollo’s agers looking to forge new relationships, are Production and Design Manager Miriam Vysna, Tel: +44 20 7566 5433 Fund IX). struggling to get a foot in the door unless they miriam.v@peimedia.com However, a series of banner fundraises do have something genuinely extraordinary and a Head of Marketing Solutions Alistair Robinson not alone explain the growth of the market, spotless record to offer. Tel: +44 20 7566 5454 alistair.r@peimedia.com or indeed the growth of the individual buyout One normally associates a flight to quality Subscriptions and Reprints shops.Yes, fund size is increasing; the average with times of uncertainty or turmoil. While Andre Anderson, +1 646 545 6296 andre.a@peimedia.com fund raised in 2017 was $754 million. In 2014 today’s market is characterised by some of the it was just $508 million. However, if you look former we have not yet seen much of the latter. Jack Wharton, +44 203 862749 jack.w@peimedia.com at the largest three funds raised in any year, However, the consolidation of capital among Sigi Fung, +852 2153 3140 they tend to account for around 20 percent of some of the established brands in the private sigi.f@peimedia.com the buyout market, which held true in 2017 equity business – and indeed their dominance For subscription information visit www.privateequityinternational.com. (see page 71). of our 2017 Awards roll of honour in both Director, Digital Product Development The second contributor to private equity vanilla private equity and emerging strategies Amanda Janis, Tel: +44 207 566 4270 amanda.j@peimedia.com franchise growth has been the sideways expan- and specialist sectors – suggests investors are Editorial Director sion into new strategies, geographies and asset seeking comfort in the familiar. For more on Philip Borel, Tel: +44 207 566 5434 philip.b@peimedia.com classes, as explored on page 6. Whatever you the awards turn to page 36. Director of Research & Analytics do, don’t call it style drift; it is established Dan Gunner, dan.g@peimedia.com managers with the infrastructure, connec- Enjoy the review. Publishing Director Paul McLean, paul.m@peimedia.com tions and know-how to offer their investors a Chief Executive comprehensive set of products to access private Tim McLoughlin, tim.m@peimedia.com markets, which appears to be what they want. Managing Director — Americas What does this mean for institutional inves- Toby Mitchenall Colm Gilmore, colm.g@peimedia.com tors? In a nutshell, more work and tight due Managing Director — Asia Chris Petersen, chris.p@peimedia.com diligence deadlines. As noted in our review of e: toby.m@peimedia.com a n n ua l re v i e w 2017 private equity international 1
CONTENTS STORIES OF THE YEAR 4 Succession, succession, 24 Investing in GPs everywhere 26 10 new firms making waves 6 GPs branch out in 2017 We profile the top debut fundraises 8 Credit line controversy 30 Friday’s best 10 GP-led secondaries deals The highlights from PEI’s Friday Letters over the last 12 months 12 LPs going direct 32 Transformative powers 14 The growth in cov-lite loans Our Operational Excellence Awards provide a reminder of how private 16 Korean LPs to the fore equity can create lasting value 18 Apollo’s mega-raise 34 Privately spoken The pick of the responses from our 20 The rise of Japan monthly Privately Speaking feature interview 22 Long-term funds KEY THEMES 2017 THE PRIVATE EQUITY 69 The year in fundraising 82 Europe: Winds of change INTERNATIONAL AWARDS 2017 Strength in numbers The French presidential election and 36 Introduction Britain’s impending exit from the EU 74 Secondaries: Powering ahead come amid worries about a possible 38 The roll of honour Fundraising and transaction bear market volumes hit new highs in the 39 The private equity game changer secondaries market in 2017, with 84 Asia: Picking up speed of the year deals expected to smash records The year delivered strong exits for 40 Global again in 2018 GPs, increased dealflow in Japan, South Korea and Australia as well 43 EMEA 80 North America: Going supersize as a rise in fundraising As the economic cycle approaches its 54 Americas peak, it can be challenging to predict 86 Emerging markets what will happen in 2018, but one Emerging markets fundraising is 59 Asia-Pacific thing is almost certain: more money showing signs of bouncing back with will flow into private equity Asia leading the way AND FINALLY: 88 Best of Final Close A sideways look at private equity 90 PEI Fortune Teller What do I do if there is GFC II? 92 Quotables 74 84 The best soundbites of the year NEW YORK Private Equity International is published © PEI 2018 be aware that external contributors 130 West 42nd Street, Suite 450 10 times a year by PEI. may represent firms that may have New York, NY 10036 No statement in this magazine is to an interest in companies and/or +1 212 633 1919 To find out more about PEI please visit: be construed as a recommendation their securities mentioned in their Fax: +1 212 633 2904 www.thisisPEI.com to buy or sell securities. Neither this contributions herein. publication nor any part of it may LONDON Cancellation policy: you can PRINTED BY: Stephens & George Ltd. be reproduced or transmitted in any 100 Wood Street www.stephensandgeorge.co.uk form or by any means, electronic or cancel your subscription at any London EC2V 7AN mechanical, including photocopying, time during the first three months +44 20 7566 5444 recording, or by any information of subscribing and you will receive Fax: +44 20 7566 5455 storage or retrieval system, without a refund of 70 percent of the total HONG KONG the prior permission of the publisher. annual subscription fee. Thereafter, no 19F On Hing Building Whilst every effort has been made to refund is available. Any cancellation 1 On Hing Terrace ensure its accuracy, the publisher and request needs to be sent in writing Central, Hong Kong contributors accept no responsibility [fax, mail or email] to the subscriptions +852 2153 3240 for the accuracy of the content in departments in either our London or Fax: +852 2110 0372 this magazine. Readers should also New York offices. 2 private equity international annual review 2 017
Look ahead. Share our vision. MVision is a pre-eminent alternative assets fundraising advisory firm, experienced in raising significant amounts of capital for our GP clients Our long established investor relationships and in-depth industry knowledge means the advice we offer is relevant, targeted and efficient www.mvision.com MVision Private Equity Advisers Limited is authorised and regulated by the UK Financial Conduct Authority. MVision Private Equity Advisers USA LLC is registered with the SEC as a broker dealer, and is a member of FINRA and SIPC. MVision Strategic (Asia) Limited is licensed by the Hong Kong Securities and Futures Commission. 16048-02
STORIES OF THE YEAR MOVING ON Succession, succession, everywhere Some of the largest private equity managers have “We began to feel at some point that it’s time to hand the reins to younger unveiled their transition plans from founder control to people,” Rubenstein told Bloomberg. the next generation. By Marine Cole and Toby Mitchenall “Our firm is in a very good shape so we wanted to make a transition when it was Part and parcel of the evolution of the pri- in good shape.” vate equity industry is the gradual with- These succession events are, of course, drawal of the personalities that helped inevitable and necessary. shape it.The most successful have managed From an industry observer’s standpoint, to create institutions that bear their cultural though, they are also tinged with regret. DNA, but that will ultimately outlive them Rubenstein, in particular, has been a source with new generations at the helm. of colour and column inches since he graced That became apparent in 2017 with a the pages of PEI in our first edition. Who string of leading fund managers unveiling could forget the holiday rap he recorded their succession plans as the founders reach for investors back in 2014? retirement age. The entrepreneurial spirit needed to In July, KKR appointed Joe Bae and Handing over control: many firms have yet to found a firm in an alternative asset niche address the issue publicly Scott Nuttall as co-presidents and co- is not necessarily the same spirit required chief operating officers, with co-founders to guide a publicly listed asset management Henry Kravis and George Roberts, both We began to business.The challenge, as Rubenstein told 73, remaining co-chairmen and co-chief feel at some us in 2016, is to find someone with the executive officers. A few months later, it creative mindset of an entrepreneur. was Carlyle’s turn. Effective 1 January 2018, point that it’s Of course, Rubenstein, Conway, Kravis co-chief executives David Rubenstein and time to hand the reins to and Roberts have not left the building: they Bill Conway and chairman Daniel D’Aniello younger people are all still involved in their firms. And less stepped back and Kewsong Lee and Glenn operational responsibility frees up time David Rubenstein Youngkin became co-CEOs. for more extracurricular activities – like And in mid-November, Apollo Global rapping. Management expanded its executive lead- Nevertheless, one can’t help feeling that ership team by naming Scott Kleinman and as the founders of the industry take their James Zelter as co-presidents, with the three steps away from the limelight, the industry initial founders keeping their current roles. will lose some of its colour. n TIMELINE September October “The PE industry is still very personalised, and not very Carlyle announces institutionalised,” TPG’s David Bonderman says in a report. Kewsong Lee and Glenn “Most of the big businesses are still run by their founders. Youngkin will become There will need to be a generational change over time.” co-CEOs on 1 January 01 02 03 04 05 06 07 08 09 10 11 12 2017 July November KKR appoints Joe Bae and Apollo Global Management expands its Scott Nuttall as co-presidents leadership team by naming Scott Kleinman and co-chief operating officers and James Zelter as co-presidents 4 private equity international annual review 2 017
A remarkable track record of long-term growth. An award-winning reputation. Since launching in 2006, Gulf Capital has become one of the region’s most successful alternative investment firms. We have built a track record of delivering long-term returns and industry-leading results that has made us the firm of choice for regional and global investors. www.gulfcapital.com Firm of the Year Best SME Credit Best Private Equity Firm in the Middle East, MENA 2014 Fund 2015 2011, 2012, 2013, 2014 and 2015 Best Alternative Investment Firm, 2016
STORIES OF THE YEAR GROWTH STRATEGIES GPs branch out Private equity firms have turned to credit and sector- specialisation to keep up with LP demands for capital allocations over the past year, writes Alex Lynn With vast amounts of capital being com- Hong Kong-based private equity firm mitted to private equity funds in 2017, China Everbright and venture capital firm general partners have branched out into Walden International are seeking $500 mil- other strategies and geographies to ensure lion for their new private equity vehicle this money is put to work. focused on the semiconductor industry. Private credit has been among the most Apax Partners has also raised at least $1 bil- common routes for strategic expansions lion for a vehicle targeting minority stakes this year. In August, Chicago-based Thoma and buyout deals in high-growth software, Bravo hired Jack Le Roy from Summit Part- internet and tech-enabled services compa- ners amid plans to raise $750 million for the nies globally. strategy. Texas-based The Sterling Group This year also saw the continuation of Growth areas: expansion is targeting new strat- is raising its initial private credit vehicle the trend of firms looking at long-term egies and geographies with a target of between $200 million and capital. More than one quarter of private $250 million, sister publication Private Debt equity professionals believe long-life funds “We are starting to see Asian GPs – Investor reported in August. will grow in popularity over the next five mainly from China where there are some Zug-based Capital Dynamics is aiming years, according to Intertrust’s Private Equity huge firms – setting up teams in Europe to hold a first close in Q2 for its first direct Market 2017 report. and the US,” Antoine Dréan, founder of lending fund after launching a new private GPs also began looking further afield for placement agent Triago, says. “I wouldn’t credit division in September. opportunities in 2017. be surprised if we see a mega-firm from There were 23 first-time corporate Permira Advisers, one of Europe’s big- China acquire a group or groups in either credit funds in market as of 12 December, gest private equity firms, was seeking $1.5 the US or Europe over the coming year.” targeting at least $8.7 billion, according to billion for its debut Asia-focused vehicle, Strategic mergers and acquisitions are PEI data. PEI reported in November. Chinese pri- an “increasingly common” means of achiev- Many firms have launched sector-spe- vate equity giant CITIC PE appointed Réal ing broader geographic presence, Dréan cific funds in order to differentiate them- Desrochers, former head of private equity notes. Notable examples include Paris- selves from the competition, with health- at the California Public Employees’ Retire- based Eurazeo’s purchase of a 30 percent care and technology vehicles among the ment System, to lead the firm’s expansion stake in New York-headquartered Rhône most popular areas. in North America. Group in November. n 23 FIRST QUARTER MOST READ ONLINE Number of first-time corporate 1. PEI awards: KKR, EQT among 6. Vista plots ‘long-life’ fund offering credit funds in market in0 2017 the winners 7. SoftBank to acquire Fortress 2. Coller: shared ownership ‘biggest for $3.3bn mistake’ new GP can make 8. CalPERS considers alternatives 3. Hamilton Lane files for IPO to PE model $1.5bn 4. Carlyle paid nearly $48m in clawback in 2016 9. SoftBank: ‘We are a small group and can move very fast’ Target size of Permira’s debut 5. CalPERS’ PE advisor resigns 10. Axiom Asia smashes target with Asia-focused fund over $1bn close 6 private equity international annual review 2 017
WHAT COUNTS IS NOT JUST WHAT YOU DO, BUT HOW YOU DO IT. At Ardian, we strive to deliver quality investment performance from the US$66bn of assets we manage or advise for clients. We do this with a relentless focus on generating returns that are durable and sustainable in the long term. The value created and results achieved are shared with our investors, but also our partners, investee companies As of September 30, 2017, Ardian has $66bn of assets under management and their employees. That makes a difference. @Ardian | www.ardian.com Excellence. Loyalt y. Entrepreneurship. Paris London Frankfurt Milan Madrid Zurich New York San Francisco Beijing Singapore Jersey Luxembourg
STORIES OF THE YEAR FUND FINANCE Credit line controversy The use of subscription a commitment to a private credit fund man- investors to help ensure credit facilities are aged by Alcentra over concerns about the used appropriately. credit lines was one of the leverage facility used in the fund. In doing so, the association nudged the most divisive issues in 2017, Howard Marks, the chairman of Oaktree debate in the direction of creating ‘indus- writes Toby Mitchenall Capital Management, poured petrol onto try best practice’ (while also acknowledging this sparking debate when he chose to focus that different fund types had differing credit The use of subscription credit lines was one of his widely read memos on the topic facility requirements). a defining debate among LPs and GPs in in April. Among the many aspects Marks As the debate rumbled on, PEI was gath- 2017.While it is nothing new for a fund to explored, the most notable ones pointed ering views from all parts of the private use a credit facility to finance acquisitions, to the unknown risks that may result from equity ecosystem to get a better handle on concern began to mount about the length the practice. how important an issue this was. What we of time managers were leaving these facili- His note would later prompt a former found was an issue as divisive among limited ties outstanding before calling capital from board member at the California Public partners as any we’ve covered during our limited partners. Employees’ Retirement System, Michael 17 years of publishing. This is not because In March, San Bernardino County Flaherman, to quiz the board about how investors seem genuinely worried about the Employees’ Retirement Association, a Cali- much the pension understands the risks possibility of fund level leverage triggering fornia pension fund with more than $8 bil- of credit facilities. In July ILPA released a the next financial crisis (they don’t), but lion of assets under management, rescinded document offering a nine-point guide for because GPs who use long-dated lending facilities to postpone capital calls can make their performance look better than it oth- erwise would. LPs who, like these managers, strive to maximise IRR tend to welcome the approach. But if you are an investor who focuses on the money multiple, and all you can do with your uncalled cash is park it in a zero-interest bank account while footing the extra cost of the facility – well, then you will be less inclined to applaud GPs for Cash call: lending facilities are used to postpone capital calls perfecting the art. n TIMELINE February July ILPA gathers ILPA issues LP views on April nine-point fund finance Howard Marks publishes guidance on ‘Lines in the sands’ memo the use of credit lines 01 02 03 04 05 06 07 08 09 10 11 12 2017 May What we found was an issue as March Ex-CalPERS board SBCERA rescinds Alcentra member asks for divisive among limited partners commitment based on report on credit as any we’ve covered during our credit facility line use 17 years of publishing 8 private equity international annual review 2 017
STORIES OF THE YEAR SECONDARIES Blue chips are down with GP-leds A handful of big-name deals pushed GP-led processes into the mainstream in 2017, but questions around their planning and execution will dominate discourse going into 2018, says Rod James Many were expecting 2017 to be the year Group, which in turn made a stapled com- when GP-led secondaries processes truly mitment to the $800 million-target EQT arrived, when big-name deals would cement Mid-Market Asia III. LPs who decided to their role as a portfolio balancing tool, not part with their stakes received a 19.5 per- just a cry of distress.These observers were cent net internal rate of return and a 1.8x largely correct, as one big deal after another net money multiple. came to the market. A process on Nordic Capital’s Fund VII, In June it emerged that BC Partners, one a €4.3 billion buyout vehicle, had its first of Europe’s biggest private equity houses, was bidding round in the last week of Novem- considering using a stapled deal to help boost ber. The deal would involve moving the fundraising for its €6.7 billion 10th fund. remaining 10 assets in the 2008-vintage The process, which closed in Septem- fund, which has a net asset value of around ber, involved secondaries firm Lexington €2 billion, into a multi-year continuation All in: Blue-chip GPs are targeting secondaries Partners buying around $700 million worth vehicle which would have a five-year term. of stakes from 22 limited partners in BC The traffic has not all been one-way. In European Capital IX, a 2011-vintage, €6.7 billion vehicle, at the same time as commit- 19.5% October Apax Partners decided against carrying out a process on its €11.2 billion ting around $300 million to Fund X. Net IRR for LPs 2007-vintage Apax Europe VII fund as it in EQT deal In October Warburg Pincus sold a $1.2 became clear that there was insufficient billion strip of Asian investments from its investor support. Debate continues to rage 2012-vintage, $11.2 billion Fund XI, help- as to whether it is fair to propose a process ing the firm reduce its exposure to the with no “do-nothing” option which would region. Lexington and Goldman Sachs Asset Management backed the deal. $1.2bn allow LPs to continue with what they origi- nally signed up to. As secondaries become Size of Asian investment In September EQT gave investors in sold by Warburg Pincus more mainstream, further debate regarding its sixth and seventh flagship buyout funds how best to run such processes is likely to the option to sell their stakes to Partners continue into the new year. n TIMELINE July October Warburg Pincus taps Apax Partners decides not Lazard to run the $1.2bn to proceed with process sale of a strip of Asian on its seventh fund after assets from its 11th fund push back from its LPAC 01 02 03 04 05 06 07 08 09 10 11 12 2017 June September November BC Partners said to be EQT uses a secondaries deal First bids received for process considering using a staple to on its sixth and seventh funds on 2008-vintage €4.3bn help raise its €6.7bn 10th fund to help raise its $800m Asian Nordic Capital VII mid-market fund 10 private equity international annual review 2 017
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STORIES OF THE YEAR DIRECT INVESTING Finding their own targets Limited partners bulked up direct investment teams and made large purchases in 2017, says Adam Le From sovereign wealth funds such as Abu Dhabi Investment Authority, to pension funds including Canada Pension Plan Invest- ment Board and Ontario Public Services Employees Union Pension Trust, to family offices such as Man Capital or Chinese fund of funds Gopher Asset Management, making direct investments in private com- panies has been “very hot”, the head of pri- vate equity at a large pension fund told PEI. Direct hit: The Canadian pension funds were among those selecting their own deals The reasons are varied. ADIA, the world’s second-largest sovereign wealth Notable large deals by pension funds this barometer, the number of LPs planning to fund, said in July it had increased its expo- year included CPPIB’s November acquisi- make direct investments has plateaued at sure to direct private equity investments tion of a 30 percent stake in online insur- 31 percent, after jumping to 30 percent amid fears of a potential drop in returns. ance business BGL Group and fellow pen- from 17 percent between summer 2006 It cited a combination of high valuations, sion fund CDPQ’s $400 million investment and summer 2012. increasing competition and rising interest in Hyperion Insurance Group. The difficulty of making investments rates in the US as potentially dampening LPs are, of course, bulking up their teams directly, as opposed to through a fund future absolute returns for private equity, in order to make more direct investments, structure or co-investing with a GP, may in its annual report for 2016. such as USS Investment Management, the have contributed to the levelling off of inter- Others, such as Canada’s Caisse de dépôt investing arm of the UK’s Universities est in the strategy. Florida’s $196 billion et placement du Québec, have cited the abil- Superannuation Scheme, which hired three State Board of Administration mulled going ity to select the types of assets it feels will be investment professionals in October to help direct, according to documents published more resilient amid a potential downturn. it pursue its continuing shift towards directs. at the beginning of the year. After robust Sovereign wealth funds in general have But interest in the strategy may have internal discussion it ultimately passed on been preparing to ramp up direct invest- reached its peak. According to second- the proposal, citing a lack of internal staff ments. Almost half of SWFs surveyed in aries firm Coller Capital‘s bi-annual LP resources. n PwC’s Sovereign Investors 2020 report in 2016 said they would invest in targets SECOND QUARTER MOST READ ONLINE directly, up from 21 percent two years 1. PEI 300: Blackstone claims top 6. Ex-CalPERs member asks for earlier. spot credit-line report “They want to do it on their own,” Babak 2. PEI 300 revealed: the industry’s 7. Ardian invests $2.5bn in fundraising giants Mubadala deal Nikravesh, a partner at Hogan Lovells and 3. CalPERS considers merging 8. Abraaj shifts focus from one of the organisers of the inaugural Sover- PE with public equities regional funds eign Investors Conference in NewYork, told 4. CPPIB: ‘We are part of too much 9. SoftBank Vision Fund: Private Equity International in late November. money in Asia’ $93bn and counting “Concretely, that means scaling up and put- 5. Blackstone launches retail 10. CalPERS cuts yearly costs by channel nearly 40% ting people on the ground.” 12 private equity international annual review 2 017
» We are delighted that our achievements have been recognised by PEI’s readership Mid-market firm of the year in Europe and look forward to replicating the success of the past year in 2018. « Guillaume Jacqueau Exit of the year Managing Partner, Equistone Partners Europe in Europe www.equistonepe.com © EQUISTONE PARTNERS EUROPE LIMITED Authorised and regulated by The Financial Conduct Authority.
STORIES OF THE YEAR LEVERAGE The rise of cov-lite loans “The sponsor and borrower can then outline what steps they will take to remedy the situation.That in turn allows lenders to provide thoughtful, constructive solutions, Should we be worried about the continued loosening of including more time and capital.” debt covenants, asks Isobel Markham In a cov-lite situation, the lenders are forced to take a back seat, Schwimmer Over the last 18 months, leverage has been performance of its businesses, covenants tells PEI. creeping up to 2007 levels, but this time or not. Lenders are “praying for a correction” around there’s an added element, something However, Randy Schwimmer, head of that will allow them to tighten up on terms, which the private equity industry didn’t see origination and capital markets at credit Schwimmer says. A rise in interest rates even in those heady pre-crisis days. asset management firm Churchill Asset would have more of a long-lasting impact. Back in 2007, only 29 percent of institu- Management, makes the case in his research However, as Schwimmer points out, LIBOR tional debt issued in the US was ‘covenant- paper The Case for Covenants that, if a busi- peaked at around 5.5 percent in 2007; in lite’ – devoid of all maintenance covenants. ness starts to go downhill, it’s best for the September it was at 1.3 percent. “We’ve got In Europe, the figure was just 7 percent, private equity house to bring the lender in a long way to go before we’re at pre-crisis according to data from LCD, part of S&P on the discussion at an early stage. interest rate levels,” he says. n Global Market Intelligence. This has rocketed to 75 percent of newly-issued institutional debt in the US last year, and 60 percent in Europe.To look at it another way, in January 2006, just 0.95 percent of outstanding leveraged loans in the US were cov-lite. In July this year, that number was 72.71 percent. The attractiveness of cov-lite loans for private equity buyers is clear: they offer much more flexibility.The firms can pursue expansion plans, add-on acquisitions, new product roll-outs and the like without lend- ers looking over their shoulders. For the private equity house, cov-lite loans are no more risky than those with a full set of covenants. A prudent GP will be closely monitoring the financial Rough ride: cov-lite loans put lenders at a disadvantage TIMELINE July October 72.7% of outstanding A healthcare services US leveraged loans are company with EBITDA cov-lite, up from 0.95% in $75m-$100m range January in 2006 has a covenant capping US Libor at 1.6% leverage at 9.5x EBITDA 01 02 03 04 05 06 07 08 09 10 11 12 2017 August December Hellman & Friedman raises US Libor at 1.9% $265m in cov-lite loans to fund its acquisition of SanpAV 14 private equity international annual review 2 017
Fund V Acquisitions and Recent Disposals Australia/New Zealand $6B Transaction Value iNova Allied Mills Patties Foods Pharmaceuticals Bakery Products Savoury Baked Goods Manufacturer Multinational Carve-Out Leveraged Buyout Public to Private Sep 2017 Mar 2017 Sep 2016 MARKET SERVICES Financial Services Private Education Fire & Video Security IPO/Selldown Leveraged Buyout Trade Sale Sep 2016 Apr 2016 Apr 2016 Natural Health Products Baked Goods Manufacturer Private Vendor Corporate Carve-out Dec 2015 May 2015 2017 Australasia – Firm of the Year, PEI Award 2016 Australasia – Firm of the Year, PEI Award 2016 Best Management Buyout $300 – $500M for Link Group, AVCAL Award 2016 Best Management Buyout >$500M for Energy Developments, AVCAL Award 2015 Australasia – Firm of the Year, PEI Award 2015 Best IPO for Link Group, FinanceAsia Award 2015 Best Management Buyout $300M – $500M for Hoyts, AVCAL Award 2015 Exit of the Year Large Cap for Spotless, AVCJ Award 2014 Australasia – Firm of the Year, PEI Award 2014 Asia-Pacific – Upper Mid-Market Winner for Peters Ice Cream, PEI Operational Excellence Award 2014 Australia – Best Management Buyout >$500M for Asaleo Care (formerly SCAHA), AVCAL Award 2013 Australia – Private Equity Firm of the Year, M&A International Global Award 2013 Asia-Pacific – Large Equity House of the Year, ACQ Global Award 2013 Australia – Private Equity Firm of the Year, ACQ Global Award 2012 Australia – Firm of the Year, PEI Award www.pep.com.au
STORIES OF THE YEAR SOUTH KOREA Korean LPs to the fore A low interest rate environment and growth in pension fund money continue to fuel South Korean LPs’ expansion into alternatives, says Carmela Mendoza The South Korean investor landscape saw great changes in 2017. Several pension funds and insurance Flying the flag: South Korea looks set to be a growing force in private equity as pensions try to boost companies pledged to increase their expo- returns sure to alternatives this year as they face public pressure to deliver higher returns. Benefit Association is plotting to expand Kyobo Life Insurance and Hyundai Marine Korea’s largest pension, the 601 trillion its alternatives portfolio with an additional & Fire Insurance are also getting more won ($550 billion; €466 billion) National 700 billion won into private equity. active in private equity and increasingly Pension Service, said in March it is planning Korean pensions have been overweight favouring the North American and Euro- to increase its holdings of foreign and alter- in fixed income – as much as 70-80 percent pean markets, according to PEI data. native investments from 31.3 percent in of their portfolios historically. Because of Korean LPs are diversifying into new 2017 to up to 40 percent by 2021, follow- the sensitivity of interest rate movements strategies such as distressed debt and credit, ing the Ministry of Strategy and Finance’s as well as the foreign exchange rate, Korean and a separately managed accounts have asset allocation plans. pensions suffer more compared with other also grown in favour. Korea Scientists and Other institutional investors are follow- global pensions. Engineers Mutual Aid Association plans to ing NPS’s lead. By 2021 the 5.4 trillion won With pension fund sizes increasing, it has allocate $120 million to a separately man- Government Employees Pension Service is become difficult to achieve required returns aged account for a multi-asset strategy by set to allocate up to 24 percent of its total from investing in conventional fixed income year end. Hyundai Marine & Fire Insurance, assets to alternatives, and the 14 trillion and bonds, which is prompting this move with $27 billion in assets, is also keen to won Korea Teachers Pension Fund is plan- toward greater exposure to alternatives, expand its private equity and private credit ning to allocate 40 percent over the next including alternative investments overseas. exposures via separately managed accounts three years. Meanwhile the Public Officials Insurers such as Samsung Life Insurance, from its existing manager roster. n TIMELINE April October Government Employees Pension Korea Scientists and Service names Chang-hoon Lee, Engineers Mutual-aid former head of Prudential Asset Association issues RFP Management, as CIO for $120m SMA 01 02 03 04 05 06 07 08 09 10 11 12 2017 March May November National Pension Service The Public Officials Korea Post Insurance Fund finalises plans to increase foreign Benefit Association negotiations to allocate $100m and alternative investments commits $40m to Apollo apiece to two global multi-strategy to 40% allocation by 2021 Investment Fund IX FoFs 16 private equity international annual review 2 017
STORIES OF THE YEAR FUNDRAISING Apollo’s mega-raise The largest private equity fund of 2017 was unorthodox, writes Marine Cole In many ways, Apollo Investment Fund IX, allows them to lower placement fees. For We cut people Apollo Global Management’s ninth vehicle, Fund IX, Apollo spent just $3.5 million on and its 2017 fundraising, nicely sum up the third-party placement agents, down from back to about state of the current private equity market. $15.4 million for Fund VIII, which closed $25 billion The fund was oversubscribed in a on $18.4 billion four years ago; and more because we thought matter of months, illustrating the robust than $20 million for Fund VII. fundraising environment. It plans to invest In an unusual strategy, Fund IX had no that’s what we could more heavily in distressed debt opportu- specific initial target or hard-cap, which handle responsibly nities – possibly a quarter of total capital some limited partners saw as a risk. Apollo Leon Black – reminding us that the current economic initially said in its 2016 third-quarter earn- cycle has reached a high and looks set to ings conference call that the size of Fund IX turn a corner in the next couple of years. would be similar to Fund VIII. At launch, it as of 31 December. The mix of equity and The process demonstrates how large verbally communicated to LPs that the fund distressed debt strategies was also attrac- listed alternative asset managers have cre- would not exceed $20 billion – although tive, as it allows investors to cash in on both ated internal fundraising machines, which it ultimately closed at nearly $25 billion. sides of the cycle. Regardless of such unorthodoxies,Apollo’s Apollo co-founder Josh Harris told ana- $248.9bn fundraising process was quick and successful. lysts in April that its LP base is globalising, Co-founder Leon Black indicated in particularly in Asia, the Middle East and Apollo’s AUM as early December that it received $30 bil- Europe, with North America representing of December 2017 lion in demand in only six months. “We cut a little less than half of investors. people back to about $25 billion because Apollo, which had $249 billion in total we thought that’s what we could handle assets of the end of the year, will start 26% responsibly,” he said. LPs were attracted by the performance deploying the fund in early 2018. n Net IRR of Fund VII of Fund VIII which has an unrealised net THIRD QUARTER MOST internal rate of return of 23 percent and READ ONLINE Fund VII which had a 26 percent net IRR 1. The 10 largest H1 fund closes 2. Warburg Pincus to explore secondaries process 3. Deutsche secondaries team spins out 4. Committed capital fees ‘on the way out’ 5. Apax runs GP-led process on Fund VII 6. Family offices in five charts 7. GIC warns of investor complacency 8. BC investors agree secondaries deal with Lexington 9. EQT runs stapled secondaries deal on Fund VI 10. CITIC PE to market $2bn fund before year-end Sky high: Apollo’s huge fund was oversubscribed by $5 billion 18 private equity international annual review 2 017
ACL-2018.02.17 PROUD WINNERS OF PEI 2017 AWARDS Landmark Partners specializes in secondary market transactions of private equity, real estate and real assets investments, with approximately $22.0 billion of committed capital. Founded in 1989, the firm has one of the longest track records in the industry and is a leading source of liquidity to owners of Secondaries Deal of the Year in North America interests in real estate, real asset, venture, mezzanine and buyout limited partnerships. Landmark Partners has more than Secondaries Deal of the Year in Europe 100 professionals across four offices in Boston, London, New York and Simsbury, Connecticut. Boston | London | New York | Simsbury landmarkpartners.com THIS IS NOT A SOLICITATION OR OFFERING. LANDMARK WAS SELECTED TO BE ON A LIST OF NOMINEES FOR THE AWARDS REFERENCED ABOVE BY THE EDITORIAL BOARD OF PRIVATE EQUITY INTERNATIONAL AND WAS SELECTED AS THE WINNER OF THE AWARDS THROUGH A VOTING PROCESS BY READERS OF PRIVATE EQUITY INTERNATIONAL. LANDMARK DID NOT APPLY FOR THE AWARD. THE SELECTION OF LANDMARK TO RECEIVE THE AWARD WAS BASED IN PART ON SUBJECTIVE CRITERIA AND A LIMITED UNIVERSE OF CANDIDATES. THERE CAN BE NO ASSURANCE THAT A DIFFERENT EDITORIAL BOARD OR VOTERS MIGHT NOT HAVE SELECTED OTHER FIRMS OR TRANSACTIONS AS THE WINNERS. LANDMARK DOES NOT KNOW WHETHER IT HAS BEEN RATED BY THIS OR ANY OTHER THIRD PARTY IN ANY WAY THAT WOULD CONFLICT WITH THIS AWARD. THE INFORMATION PROVIDED ABOVE IS SOLELY FOR INFORMATIONAL PURPOSES AND MAY NOT BE REPRESENTATIVE OF A PARTICULAR INVESTOR’S EXPERIENCE, NOR SHOULD THE INFORMATION BE CONSTRUED, OR RELIED UPON, AS ANY INDICATION OF FUTURE PERFORMANCE OF LANDMARK OR ANY OF ITS FUNDS.
STORIES OF THE YEAR ASIA The rise of Japan With structural changes in place, increased appetite from “Founder/owner successions have been a large part of that and continue to drive a LPs and strong dealflow, Japan will continue to be a lot of dealflow in the mid-market buyout major market for private equity, writes Carmela Mendoza space,” he says. Tsuyoshi Imai, a Tokyo-based partner at Japan made headlines this year with mega- on a combined ¥168 billion ($1.5 billion; Ropes and Gray, adds that a lot of private deals and oversubscribed fundraises, as pri- €1.4 billion). Final closings of more than $3 equity firms are bullish on Japan because vate equity firms continue to cash in on billion were also held for Integral Group, of the strong exit activity in the last three enhanced corporate governance standards, NSSK,Tokio Marine Capital, CITIC Capital to four years. demographic shifts and a buzzing mid- and The Longreach Group, all of which will Folsom believes the penetration of pri- market scene. mainly invest in Japan. Nomura Holdings is vate equity in Japan, which is just 5 percent Consulting firm Bain & Company char- also back in private equity after a three-year of overall M&A activity, will grow further acterised 2017 as one of the biggest years hiatus and is looking to seed a Japan-focused going forward. “That 5 percent could move ever for Japan’s private equity market, on fund with $895 million of its own capital. to 10 percent in the future, which means track to deliver its largest deal volume since Richard Folsom, co-founder of the size of the pie for private equity could the 2008 global financial crisis. Deal value Advantage Partners, expects the strong double, opening a lot of room for new play- climbed to $24 billion through September, investment activity to continue in 2018. ers in the market,” he says. n an almost three-fold increase from the pre- vious year’s $8.8 billion. Global firms KKR and Bain Capital set their sights on closing mega-deals – $18 billion for Toshiba’s memory chip unit, $4.5 billion for auto parts maker Calsonic Kansei and $1.3 billion for Hitachi’s power tools unit, among others. Fundraising activity also soared this year, with 12 Japan-focused vehicles raising more than $4 billion, dwarfing the $350 million that was raised in 2016, according to PEI data. J-STAR and Advantage Partners held final closes for their latest buyout vehicles Bright prospects: private equity’s share of M&A is forecast to double in the future TIMELINE January May KKR buys Hitachi Koki, Advantage November Hitachi’s power tool Partners V closes Nomura Holdings unit, for $1.3bn on ¥60bn returns to private equity 01 02 03 04 05 06 07 08 09 10 11 12 2017 April September J-STAR No. 3 Bain Capital-led group closes in on buys Toshiba’s chip unit ¥33.25bn for $18bn 20 private equity international annual review 2 017
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STORIES OF THE YEAR LONG-TERM FUNDS Time on their side Investors can expect more vehicles with a life longer than 10 years in 2018, writes Adam Le Long-term funds – vehicles with a life longer than the traditional 10 years – increased in popularity this year with the arrival of several funds dedicated to the strategy. Long-term funds that held their final close include Bain Capital spin-out Core Equity Holdings, which raised €1 billion for its debut vehicle in September, and Cove Hill Partners, also founded by a Bain alum- Patient approach: holding assets for longer brings greater expertise nus, which held a final close on its debut vehicle in September on $1 billion. Other private equity firms are getting in Carlyle was also active during the year, Proponents of the strategy argue the on the long-term action in different ways. making at least two investments from its traditional private equity model is an out- KKR is seeking to acquire as many as 12 $3.6 billion Carlyle Global Partners vehi- dated piece of technology that needs a long-term core investments from its bal- cle. Launched in 2015, the fund focuses on revamp. By holding assets for longer, these ance sheet over the next five years, Scott long-dated investments in North America managers believe they can gain deeper Nuttall, the firm’s co-president, said. KKR and Europe and holds six assets including expertise in the industries they focus on completed the first of these with the $4.3 the March acquisition of ice products dis- without having to sacrifice returns, as they billion acquisition of US insurance broker- tributor Arctic Glacier and the July pur- would in an infrastructure-like fund. age and consulting firm USI Insurance Ser- chase of basin energy assets Hilcorp San “Why would you sell a business that vices alongside CDPQ in March. Juan. you know, a team that you like, a strategy Blackstone, which raised $5 billion for Apollo Global Management plans to that you’ve helped devise, [when] you keep its Core Equity Partners long-term vehicle, launch a long-term equity and credit vehi- generating the sorts of returns you want to made investments from the fund this year cle, it announced in December. Named generate?” Core Equity partner Alain Stoes- including music rights organisation SESAC Hybrid Value, the fund will aim to deliver sel told PEI in June. Holdings in January. returns in the mid-teens. n TIMELINE March Why would you sell a business that September Carlyle’s long-term you know, a team that you like, a Core Equity fund acquires Arctic strategy that you’ve helped devise, and Cove Hill Glacier hold final closes [when] you keep generating the sorts on their debut of returns you want to generate?” vehicles 01 02 03 04 05 06 07 08 09 10 11 12 2017 January July December Blackstone’s $5bn Carlyle fund Apollo announces Core Equity Partners acquires Hilcorp plans for Hybrid Value fund invests in SESAC San Juan assets long-term vehicle 22 private equity international annual review 2 017
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STORIES OF THE YEAR INVESTING IN GPS Grabbing a slice of the PE pie General and limited partners have been snapping up Chas Burkhart told PEI in November. It instead plans to launch a$200 million per- manager stakes during 2017, writes Alex Lynn manent capital vehicle of “unconstrained duration” by the second quarter of 2018. Private equity firms are finding that, rather October and had been expected to hold a In July, Blackstone acquired a minor- than doing the deal, they are the deal, as first close on $2 billion in December. ity stake in buyout firm Leonard Green specialist funds and other asset managers Goldman Sachs Asset Management is & Partners through its Strategic Capital see the value in the GP model. understood to be raising at least $1.5 billion Holdings fund, a $3.3 billion permanent A number of firms who raise capital for its second Petershill fund, which will capital vehicle focusing primarily on hedge for the strategy – acquiring stakes in asset acquire stakes in hedge funds and private fund managers. managers primarily to access a share of equity firms. Meanwhile, Hycroft Capital Likewise, Eurazeo, which uses perma- management fees and carry across all the is aiming to raise at least $750 million for nent capital, acquired a stake in NewYork- target GP’s vehicles – have enjoyed a strong its debut fund. based Rhône Group in November, and then year of fundraising. Dyal Capital Partners’ The fund of firms model is by no means a majority stake in Paris-based Idinvest in fourth fund, for example, had secured $1 new. Pennsylvania-based Rosemont Invest- February 2018. billion of commitments as of the end of ment Partners was an early adopter of the With this flurry of activity late in the model, having first raised such a vehicle year, the trend shows little sign of slowing in 2000. down in 2018. However, the depth of the And just as the private equity model has exit market remains to be seen, Virginie In some cases, evolved to welcome more long-term funds Bourel, partner and head of strategic advi- the funds are or permanent capital vehicles, so too have sory at placement agent and advisory firm looking at an funds of firms. Rosemont, which has so far Triago, tells PEI. IPO for the management raised three closed-ended funds targeting “In some cases, the funds are looking minority equity stakes in other investment at an IPO for the management company; company management businesses, has scrapped the it could be one by one or a combination of Virginie Bourel traditional fixed-term fund model, founder several,” she says. n FOURTH QUARTER MOST READ ONLINE 1. Blackstone is moving towards permanent capital 2. 10 new firms making waves in 2017 3. CDPQ poaches PSP private equity senior director 4. Introducing the Private Equity Hall of Fame 5. Apax pulls GP-led deal 6. Carlyle names successors as co-founders step aside 7. PEI Awards 2017: let the games begin 8. Apollo’s child prodigy 9. LPs face huge risks on co-investments 10. Fundraising continues to outstrip 2016 Tempting target: funds are looking to buy stakes in GPs 24 private equity international annual review 2 017
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STORIES OF THE YEAR FIRST-TIME FUNDS Making waves in 2017 From Sydney to Boston, a slew of firms made a splash with their first vehicles last year. We profile the top debut fundraises Raising a first-time fund is never an easy task, but limited partners’ insatiable appe- tite for private equity coupled with a desire to get in there early with potential future winners has made this year a good time for established teams with a strong track record to try their luck. Here’s a compila- tion of some of the top debut fundraises by emerging managers. SPINNING OUT OF AUSTRALIA’S GIANT Adamantem Capital Founded in July 2016 by Anthony Kerwick and Rob Koczkar, former managing direc- manufacturing, high-end equipment, GOING LONG (US VERSION) tors at Pacific Equity Partners, Adamantem advanced materials, medical technologies Cove Hill Partners Capital is expecting to hold a final close and environmental protection technolo- Bain Capital veteran Andrew Balson on its debut fund on around A$600 mil- gies looking to expand their businesses into raised more than $1 billion this year in a lion ($456 million: €385 million) to invest China.The firm closed its debut fund on its few months for his new long-term private in mid-market opportunities in Australia $1 billion target, with China Investment equity fund, Cove Hill Partners Fund I, and New Zealand. The founders were hit Corporation as an anchor investor. which has a 15-year life span. Boston-based with a lawsuit by PEP in April alleging the Cove Hill Partners, which Balson founded Adamantem team might have used confi- GOING LONG (EUROPE VERSION) after working for 17 years at Bain Capital, dential information such as the financial Core Equity Holdings collected money mostly from family offices, performance of PEP’s funds and portfolio The Brussels-based firm closed on $1 bil- university endowments and foundations companies in its fundraising materials, but lion for Core Equity Holdings I, a 15-year to make five to eight investments in the PEP lost its case in late September. life structure that aims to invests between consumer and technology sectors in North €200 million and €500 million of equity in America. WHERE EUROPE AND ASIA MEET three to five deals.The four main partners, AGIC Capital who together have more than five decades THE APOLLO Founded in 2015 by ex-Deutsche Bank of combined experience in private equity OF THE LOWER MID-MARKET executive chairman Henry Cai, Asia Ger- – most of it at Bain Capital, have collected Gamut Capital Management many Industrial Promotion Capital targets capital from North American and European Former Apollo Global Management senior investments in European small and mid- endowments, foundations and large family partners Stan Parker and Jordan Zaken cap companies specialising in intelligent offices. launched mid-market firm Gamut ›› 26 private equity international annual review 2 017
STORIES OF THE YEAR ›› Capital Management in 2015 and held a final close on their debut fund Gamut Investment Fund I on $1 billion, ahead of its $750 million target, at the beginning of 2017. Their aim is to replicate Apollo’s strategy of investing in buyouts, carve-outs and distressed-for-control investments in the lower mid-market. DEUTSCHE SECONDARIES VETERANS Glendower Capital The secondaries team, led by Carlo Pirzio- Biroli, Charles Smith, Adam Graev, Chi Summa Equity: trend spotting in the Nordic region Cheung and Deirdre Davies, spun out of Deutsche Bank in the summer and will ($211 million: €198 million) for its debut FOLLOWING NORDIC MEGA-TRENDS continue to advise on existing assets. The fund, which will invest A$15 million-A$40 Summa Equity firm also planned to pre-market Glendower million in local mid-sized companies with Set up in 2016 by five partners – Reynir Secondary Opportunities Fund IV in the enterprise values of up to A$100 million Indahl and Johannes Lien, formerly at Scan- autumn, seeking between $1.5 billion and across a broad range of industries in Aus- dinavian private equity house Altor,Tommi $2 billion, indicating it will be in full fun- tralia and New Zealand. Unkuri and Jenny Keisu, formerly at Nordic draising mode in 2018. Meanwhile, it has Capital, and Christian Melby, formerly at already closed a couple of deals, purchasing OPERATIONS-HEAVY Norwegian firm Norvestor Equity – Nordic two stakes in Duke Street Capital’s sixth CARLYLE SPIN-OUT lower mid-market firm Summa Equity fund from Kuwait Investment Authority. Stellex Capital Management smashed through its initial SKr3.3 billion The mid-market private equity firm ($372 million; €349 million) target to close ZEROING IN ON AUSTRALIA’S launched by two former Carlyle execu- its debut fund on SKr4.3 billion.The “mega- MID-MARKET tives held a final close on its first fund in trend driven” firm follows four investment Odyssey Private Equity the summer after nearly two years of fun- themes: resource scarcity, energy efficiency, Former Quadrant Private Equity co- draising, raising $870 million, ahead of its changing demographics and tech-enabled founder George Penklis teamed up with $750 million target. The Teachers’ Retire- businesses. three former CHAMP Ventures executives ment System of Texas was an early backer, – Gareth Banks, Jonathan Kelly and Paul committing $50 million in November 2015 TARGETING UK BUSINESSES Readdy – to set up Odyssey Private Equity to the fund raised by founding partners Ray Tenzing Private Equity in 2016. The firm raised A$275 million Whiteman and Michael Stewart. Founded in January 2015 by Guy Gillon and Rob Jones, who both have experi- ence investing with special situations investment firms, and Christian Hamil- ton, a former partner at UK mid-market firm Inflexion Private Equity, UK lower mid-market firm Tenzing closed its debut fund on its £200 million ($269 million; €227 million) hard-cap after just three months in market. The fund is targeting buyout investments in UK businesses with enterprise values of between £10 million and £50 million with high organic growth Odyssey Private Equity: backing mid-market deals in Australia prospects. n 28 private equity international annual review 2 017
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