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Deal Book Investing for Growth - Portfolio company cases from fund managers across Africa, Asia, Emerging Europe, Latin America, and the Middle ...
Investing for Growth
Deal Book
Portfolio company cases from fund managers across Africa,
Asia, Emerging Europe, Latin America, and the Middle East.
Deal Book Investing for Growth - Portfolio company cases from fund managers across Africa, Asia, Emerging Europe, Latin America, and the Middle ...
EMPEA Deal Book 2021

A Message from the CEO

                T
                            his inaugural Investing for Growth Deal Book seeks to illustrate in practical terms the real
                            impact of exemplary private capital investment in Asia, Africa, Latin America, the Middle East,
                            and Central & Eastern Europe.

                 Eighteen cases from EMPEA member firms span denim manufacturing in Vietnam, an R&D-driven seed
                 business in India, municipal waste management in Poland, online medical education in Brazil, wind
                 energy in Senegal, and a real estate logistics platform spanning China and Southeast Asia.

                 In part, this publication is a response to the widespread excitement over responsible investing globally,
                 which has dominated mainstream media and the promotion of fund products across asset classes,
                 creating both momentum for change and confusion over definitions, metrics, and expected outcomes.

                 Beyond the marketing language and tick boxes, private capital fund and institutional investors commit
                 hundreds of billions of dollars to companies and projects in our markets each year, where operational
                 capabilities are table stakes – success depends on the ability to execute, not timing market cycles
                 or financial engineering. In order to generate returns they must grow businesses, institutionalize
                 governance, enable technology, and build infrastructure, creating jobs and training workforces in
                 the process.

                 One fund manager described it to me as “ESG in action.”

                 Limited partners are right to demand transparency and standardization as they evaluate funds
                 promising to mitigate climate change or reduce income inequality. And LPs will not commit capital
                 unless they are guaranteed excellent governance at the GP level – backing trusted partners – as
                 protection from reputational risk or worse.

                 At the same time, standardized metrics and reporting will not capture the full, transformational effect
                 of long-term capital in our markets. This became evident as EMPEA worked closely with deal team
                 professionals and portfolio company CEOs over the last nine months to produce this publication; each
                 deal presented unique and complex challenges for management and investors, and outcomes should
                 be considered relative to local contexts.

                 EMPEA will be building on this work with subsequent publications and a rigorous awards program to
                 recognize excellence in our industry.

                 – Cate Ambrose
                   CEO, EMPEA

Disclaimer: EMPEA has taken measures to validate the information presented herein but cannot guarantee the ultimate accuracy or completeness of the information provided.
EMPEA is not responsible for any decision made or action taken based on information drawn from this publication.

© EMPEA 2021. All rights reserved. EMPEA encourages and grants permission for the distribution and reproduction of copies of this work for non-commercial purposes. Such
copies, in whatever form, must be unmodified, in their entirety, and include copyright notice and full attribution. Any adaptation, derivative work, or other modification requires
prior written approval by EMPEA.

EMPEA Deal Book 2021                                                                                                                                                                  1
Deal Book Investing for Growth - Portfolio company cases from fund managers across Africa, Asia, Emerging Europe, Latin America, and the Middle ...
EMPEA Deal Book 2021

About EMPEA
EMPEA is the global industry association for private capital in emerging markets. An independent, non-profit
organization, the association brings together 300+ firms—including institutional investors, fund managers,
and industry advisors—who manage more than USD5 trillion in assets across 130 countries. EMPEA supports
its members globally through research and intelligence, investor meetings, education, and advocacy.

EMPEA Leadership Circle Members

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             Investing for Growth Deal Book                                          Latin America, and the Middle East.
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EMPEA Deal Book 2021                                                                                                                                       2
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Contents
            Actis | Parc Eolien Taiba N’Diaye (PETN) [Africa] .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 4

            Adenia Partners | Mauvilac [Africa] .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 6

            Affirma Capital | Fine Hygienic Holdings [Middle East] .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 8

            Baring Private Equity Asia | Interplex [Asia] .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 10

            Crescera Capital | Afya [Latin America]  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 12

            Development Partners International LLP (DPI) |
            Eaton Towers Holdings Limited [Africa] .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 14

            Everstone Capital Asia | API Holdings [Asia]  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 16

            General Atlantic | Clip [Latin America]  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 18

            Helios Investment Partners | Fawry [Africa] .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 20

            Horizon Capital | Purcari Wineries [CEE & CIS]  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 22

            Linzor Capital Partners | UTEL [Latin America] .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 24

            Mediterrania Capital Partners | Aziza [Africa] .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 26

            Mekong Capital | Pizza 4P’s [Asia] .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 28

            Navis Capital Partners | Saitex [Asia] .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 30

            True North | Seedworks International [Asia] .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 32

            Turkven | Vansan Makina [CEE & CIS] .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 34

            Value4Capital | Kom-Eko [CEE & CIS] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

            Warburg Pincus | ESR [Asia]  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 38

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The Investor:                                                                                                The Company:
Actis                                                                                                        PETN
Fund Manager: Actis                                                                                          Company: Parc Eolien Taiba N’Diaye
Fund Name: Actis Energy 3                                                                                    Website: www.taibaeolien.com
Fund Size: USD1.15 billion                                                                                   Industry / Sector: Energy
Total AUM: USD10 billion                                                                                     Location: Senegal

Actis is a global investor focused on growth markets                                                         Parc Eolien Taiba N’Diaye (PETN) is the first utility-scale
across Africa, Asia, and Latin America. Founded in                                                           wind energy platform in Senegal and the largest wind
2004, Actis has raised USD19 billion since its inception,                                                    farm in West Africa. One of several projects being
investing in more than 200 companies and realizing over                                                      developed by Lekela Power, PETN will provide 158.7
165 exits. The firm has a team of over 300 employees,                                                        megawatts (MW) of clean, reliable power to Senegal’s
including over 120 investment professionals, operating                                                       electricity grid once completed in 2020. It is designed to
out of 17 offices globally.                                                                                  operate for a minimum of 20 years, while providing power
                                                                                                             to over two million people.

           Date of Investment:                                                               Amount:                                   Participation / Stake:
                   June 2016                                                   ~USD330 million*                                                      60%

Opportunity
When Actis began evaluating the 158 megawatt                          Actis had recently partnered with Mainstream               discussions to see how their lives and the region
(MW) Parc Eolien Taiba N’Diaye (PETN) project                         Renewable Power to build Lekela Power, a                   could be improved by hosting a wind farm in
in 2016, it saw an opportunity to transform                           USD1.9 billion renewable energy platform, and              the area.
the Senegalese power sector by building the                           was actively searching for opportunities across
country’s first utility-scale wind power plant.                       Africa. PETN fit well within this platform as a
At the time, only 65% of the population in                            commercially attractive greenfield investment
Senegal had access to electricity, while 88% of                       in a historically challenging market. Taiba
the country’s generation capacity was sourced                         N’Diaye was a relatively poor rural
via burning oil and diesel, according to World                        community, located approximately
Bank estimates. Senegal additionally had one                          70 kilometers northeast of
of the highest generation costs in the world                          Dakar, and was vulnerable
due to its reliance on imported fuel. Despite                         to increasingly frequent
these challenges, Actis recognized that Senegal                       and prolonged periods of
boasted one of the best wind resources in Africa,                     drought—particularly as only
and valued that the project had the support                           5% of the land was irrigated.
of the Senegalese government, which was                               By the time Actis began
vocally committed to developing the country’s                         looking at PETN, people in the
renewable power sector in order to halt chronic                       local community were already
electrical outages and achieve greater energy                         well informed regarding the
independence.                                                         project and were open to further

*Representing an equity investment by Lekela Power, which is a joint venture between Actis (60%) and Mainstream
Renewable Power (40%), as well as debt financing provided by the Danish Export Credit Agency (EKF) and the U.S.
International Development Finance Corporation (DFC)

EMPEA Deal Book 2021                                                                                                                                                             4
Deal Book Investing for Growth - Portfolio company cases from fund managers across Africa, Asia, Emerging Europe, Latin America, and the Middle ...
EMPEA Deal Book 2021

Execution                                                                                                   Spotlight:
Actis’ impact-led investment approach was a key       transportation typically began at night in order to   Engaging a
factor in Lekela winning the competitive process
to acquire the PETN project and sell electricity to
                                                      minimize disruptions to villages along the route.
                                                                                                            Community
state-owned utility Société Nationale d’Electricité   In late 2018, construction on the wind power          Because the site was located in an
du Senegal (Senelec) through a 20-year power          plant commenced. At peak construction,                agricultural area—and construction of
purchase agreement. An immediate priority for         PETN employed 902 people, with 294 workers            the wind farm and access to associated
Lekela was recruiting community liaison officers      from the Taiba N’Diaye region, 536 from               roads would result in some farmers being
                                                                                                            economically displaced—Actis and Lekela
and a local management team, including a              Senegal and 72 expatriates. PETN generated
                                                                                                            participated in ongoing consultations with
dedicated ESG group. The team also negotiated         18 permanent skilled jobs in the management
                                                                                                            those affected by the project to develop a
the Engineering, Procurement and Construction         team, 16 of which are held by Senegalese              livelihood restoration plan and ultimately
(EPC) contract with the turbine supplier.             nationals. Actis and Lekela organized trainings       solidify their support for the project. PETN
                                                      for the employees, particularly on safety and         assisted 415 families with transitional
Actis and the Lekela team then faced the              construction techniques. Having to also account       financing, land and crop replacements,
logistical challenge of transporting equipment        for the safety of curious community members           financial management training and irrigated
                                                                                                            garden establishments—and continues to
such as 138 turbine blades, each 60 meters            keen to watch the plant being built, Lekela
                                                                                                            monitor those families on an ongoing basis.
in length, and 46 Vestas wind turbines, each          undertook various initiatives such as speaking at
180 meters in height, from the port in Dakar          schools to educate people on the risks of being       Lekela and Actis also examined how others
to Taiba N’Diaye. The mostly rural and narrow         in operation areas and asking bystanders to stay      living in Taiba N’Diaye might be negatively
roads presented challenging conditions, so            a minimum of 300 meters away from turbine             affected by the project. The women’s
road turnings had to be modified, while turbine       components.                                           agricultural economy became one focus
                                                                                                            point after seeing how heavy vehicles
                                                                                                            coming in and out of the region could pose
                                                                                                            a health and safety risk to those selling
                                                                                                            produce on the side of a busy main road. At
                                                                                                            the request of a local women’s association,
                                                                                                            PETN provided a new marketplace in Taiba
                                                                                                            N’Diaye in November 2019 with over 60
                                                                                                            covered stalls. The first monitoring and
                                                                                                            evaluation survey confirmed that all of the
                                                                                                            women interviewed had seen an increase
                                                                                                            in revenue and improved health since
                                                                                                            moving to the central marketplace. Actis
                                                                                                            also worked with PETN to build a new
                                                                                                            Information Technology Centre for the Taiba
                                                                                                            N’Diaye High School in October 2019 and
Outcome                                                                                                     has supported the funding of 12 technical
                                                                                                            traineeships.
PETN is currently the largest wind farm in the        PETN was officially inaugurated in February
                                                                                                            In 2020, Lekela prepared the Taiba N’Diaye
West Africa region and is on track to expand          2020 by Senegalese Head of State Macky Sall
                                                                                                            community for the COVID-19 pandemic.
Senegal’s total electricity generation capacity       and has been well received by local government
                                                                                                            In collaboration with Actis’ neighbouring
by 15%. It began operating the first 55.2 MW          officials due in large part to the community          thermal power plant Tobene Power, Lekela
of the project in November 2019, and the              investment programs Actis helped put in               met with community groups throughout
remaining 103.5 MW reached completion in              place. Having a world class wind farm on their        the region, including schools, mosques,
December 2020. Once fully commissioned,               doorstep has also become a source of pride for        and women’s health groups to distribute
PETN will generate 400 gigawatt hours (GWh)           people living within the region. As a private         information pamphlets and soap. Women
of clean electricity annually to over two             equity investor Actis will seek to generate a         were encouraged to start sewing masks,
                                                                                                            hand washing stations were established,
million people for a minimum of 20 years.             profit by selling its stake in PETN in the next
                                                                                                            and food parcels were distributed to
The project will also offset approximately            several years, but the long-term partnership          the most vulnerable members of the
six million tons of carbon over the next two          with the Taiba N’Diaye community will also be a       community.
decades and significantly reduce the cost of          lasting part of its track record.
electricity in Senegal from the current price of
approximately USD0.30 per kWh.

EMPEA Deal Book 2021                                                                                                                                       5
Deal Book Investing for Growth - Portfolio company cases from fund managers across Africa, Asia, Emerging Europe, Latin America, and the Middle ...
EMPEA Deal Book 2021

The Investor:                                                                      The Company:
Adenia Partners                                                                    Mauvilac
Fund Manager: Adenia Partners                                                      Company: Mauvilac
Fund Name: Adenia Capital (III)                                                    Website: www.mauvilac.mu
Fund Size: USD113 million                                                          Industry / Sector: Paint and coatings
Total AUM: USD400 million                                                          Location: Mauritius

Founded in 2002, Adenia Partners is an Africa-focused                              Mauvilac manufactures and distributes decorative and
private equity firm operating across five offices in the                           specialty paints and coatings. Founded in 1964, Mauvilac
region. With a target ticket size of between USD12 million                         sells its products directly through five concept stores
and USD80 million, Adenia invests exclusively in controlling                       in Mauritius and indirectly via a network of over 1,000
stakes in sectors including agribusiness, manufacturing,                           hardware stores across the Indian Ocean region. By 2020,
financial services, telecommunications, hospitality, and                           Mauvilac had captured a greater than 50% market share of
health care. To date, Adenia has raised four funds, made 25                        the Mauritian paint industry.
investments, and realized 15 exits.

        Date of Investment:                                    Enterprise Value:                               Participation / Stake:
               July 2014                                       USD43 million                                                95%
                                                                    ( as of March 2020 )

Opportunity
The Maurel family built Mauvilac, a paint and        each acquisition; in the case of Mauvilac, it was   social management system, optimizing product
coatings business, into the flagship brand in        clear that the optimal outcome would be to sell     range, and expanding the distribution network.
Mauritius over 50 years, and was exploring           its stake to a leading paint company. The firm
a sale in 2014. The Maurels believed that            contracted Laurent Roussel, a former Managing
the company might be a good fit for Adenia           Director in the paint industry with more
Partners, one of the few private equity              than ten years of business, compliance,
investors in Sub-Saharan Africa interested in        and marketing experience, to
acquiring controlling stakes. Impressed by           identify areas for improvement
Mauvilac’s renowned brand and track record of        that would ultimately move
profitability in a non-cyclical industry with high   Mauvilac in line with global
barriers to entry, Adenia acquired 95% of the        standards. With Roussel’s help,
company’s shares, with the remaining shares          Adenia designed a strategic
staying in the hands of the founding family.         plan around modernizing
                                                     governance, improving the
As part of its investment process, Adenia            facilities, implementing a
deliberates exit scenarios at the beginning of       formal environmental and

EMPEA Deal Book 2021                                                                                                                                  6
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EMPEA Deal Book 2021

Execution                                                                                                 Spotlight:
During the first few months immediately             manual to a semi-automatized process while            Innovating a
following the acquisition, Adenia’s
modernization plan for Mauvilac was slow to
                                                    also making the facilities more modern and
                                                    environmentally friendly. Waste management
                                                                                                          Local Industry
materialize due to organizational inertia. When     and solvent recycling systems were implemented        Research and development is core to
it became clear that a new CEO was needed to        in line with the development of a formal              Mauvilac’s business strategy. Spending
champion the transformation of the company,         environmental and social management system.           between 3-5% of revenue annually on
Adenia recruited Roussel for the role. As the new   Though Mauvilac produces mostly water-based           research initiatives, the company stands
                                                                                                          apart from its competitors by regularly
management team adopted a more inclusive            paints, the company did not want to contribute
                                                                                                          launching new products and seeking to
and collaborative approach, the company began       to local pollution and therefore made additional
                                                                                                          improve existing ones. For example, in
to implement new initiatives.                       investments to prevent any leakage from its           2018 Mauvilac launched Imperial White, a
                                                    facilities into the nearby environment.               product that has 90% more coverage than
One key focus was improving the job quality of                                                            traditional white paint. Another innovative
Mauvilac’s 250 employees. Adenia strengthened       Over its six-year investment period, Adenia           product that saw commercial success was
the company’s human resources function—             drove forward innovations around Mauvilac’s           an antibacterial paint called Nanotech.
                                                                                                          As of September 2020, the Nanotech line
an employee handbook was created, job               products and expanded the company’s
                                                                                                          has helped the company exceed last year’s
descriptions were reviewed for all employees,       distribution network, with the company
                                                                                                          year-to-date sales despite the COVID-19
and large training programs were organized on       capturing a greater than 50% market share             pandemic as consumers keen to make their
topics such as operational excellence, quality      in Mauritius by 2020. At the time of Adenia’s         homes and offices less receptive to viruses
management, and safety. For example, 60%            acquisition, Mauvilac had three concept stores        eagerly purchased the product.
of Mauvilac’s employees received external           on the island where customers could purchase
training on the ISO management systems. Safety      products directly. Recognizing that these             Adenia further sought to optimize
measures were also introduced at the plant,         stores increased customer loyalty and provided        Mauvilac’s product range by supporting the
                                                                                                          development of the Go Green label, which is
including the addition of floor markings for        better profit margins, Adenia encouraged the
                                                                                                          the first environmentally friendly paint line
pedestrians, enforced use of safety equipment       company’s management to open two additional           in Mauritius. In addition to being produced
and close monitoring of safety performance          locations, bringing the total to five by the time     through greener production processes and
on site. As a result, work accidents—defined        of Adenia’s exit. Adenia also sought ways to          using recycled materials for packaging,
as accidents leading to at least one day of sick    distribute Mauvilac’s products beyond Mauritius       Go Green paints have significantly lower
leave—have decreased by 44%.                        to neighbouring islands; the company began            amounts of volatile organic compounds
                                                    selling products in Madagascar in 2019 and is         (VOCs) than traditional paint. Approximately
                                                                                                          3,000 tons of VOCs have been saved in
Adenia invested in upgrades to the factory,         currently prospecting in the Seychelles.
                                                                                                          the last three years through the use of
including moving production from a mostly
                                                                                                          Go Green products. The label has seen
                                                                                                          tremendous success, representing 91% of
                                                                                                          the volume of the company’s total water-
                                                                                                          based paint sales in fiscal year 2019. While
                                                                                                          Mauvilac pioneered the development of
                                                                                                          environmentally friendly paint products in
                                                                                                          Mauritius, its competitors have subsequently
                                                                                                          entered the market, which has a positive
                                                                                                          impact on the broader environment.

Outcome
As Adenia began to move into the exit process,      in-class operating and governance standards,        performance coatings manufacturer worldwide
several international strategic and financial       in line with ISO 9001, ISO 14001, and ISO           at the time. With an approximate enterprise
buyers expressed interest in Mauvilac. As a         45001 certifications, respectively, for quality,    value of USD43 million, AkzoNobel valued
result of the improvements implemented by           environmental and occupational health, and          the company at 10x EBITDA—versus 7x at the
Adenia around productivity, product line,           safety management.                                  time of acquisition. The exit is a testament to
and distribution, Mauvilac’s EBITDA margins                                                             Mauvilac as a leader in innovation, branding,
increased by 65% between the time of                In January 2020, Adenia sold its stake in           and infrastructure which buyers may not have
acquisition and exit. Prospective buyers were       Mauvilac to AkzoNobel, a Dutch multinational        expected to find in a relatively small emerging
also impressed by Mauvilac’s adoption of best-      company that was the third largest paint and        market like Mauritius.

EMPEA Deal Book 2021                                                                                                                                      7
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EMPEA Deal Book 2021

The Investor:                                                                 The Company:
Affirma Capital                                                               Fine Hygenic
Fund Manager: Affirma Capital
                                                                              Holding
Fund Name: Undisclosed                                                        Company: Fine Hygenic Holding
Fund Size: Undisclosed                                                        Website: www.finehh.com
Total AUM: USD3.5 billion                                                     Industry / Sector: Fast-moving consumer goods
Affirma Capital is an independent emerging market private                     Location: Middle East and North Africa
equity firm that was established through the spin-off
                                                                              Fine Hygienic Holding (FHH), with headquarters in Dubai,
of Standard Chartered Private Equity from the Standard
                                                                              UAE and Amman, Jordan is a vertically integrated hygienic
Chartered Group in 2019. The team has deployed over
                                                                              paper product manufacturer and wellness company. Using
USD5.5 billion in over 90 companies across Asia, Africa,
                                                                              sustainably sourced raw materials, the company’s main
and the Middle East in its 18-year history of working
                                                                              products include tissues, diapers, and jumbo reels, as well
together. Affirma Capital has offices in Singapore, Dubai,
                                                                              as its Fine Guard line of face masks, gloves, and disinfectant
Johannesburg, Mumbai, Shanghai, and Seoul.
                                                                              wipes. With over 3,400 employees, FHH operates five paper
                                                                              mills and over 80 converting lines across the Middle East
                                                                              and North Africa.

       Date of Investment:                                      Amount:                                Participation / Stake:
              May 2015                                  USD225 million                                      Undisclosed
                                                             ( includes co-investors)

Opportunity
Palestinian refugee Elia Nuqul founded Fine     time was still operating as Standard Chartered
Hygienic Holding (FHH) in Jordan in 1958,       Private Equity, had a successful track record
seeing an opportunity to sell affordable        of working with family-run
hygienic paper products, which were not         mid-size businesses in the
widely available in the Middle East and North   region. Keen to back an
Africa (MENA) region. The company grew over     established consumer brand
the following decades, expanding into Saudi     with a diversified product
Arabia, Egypt, and the UAE. By 2015, the        offering, Affirma Capital built
founding family began to search for a partner   a consortium that invested
who could not only provide financing but        USD225 million in FHH in
also help FHH further expand its operations     May 2015.
geographically. Affirma Capital, which at the

EMPEA Deal Book 2021                                                                                                                       8
Deal Book Investing for Growth - Portfolio company cases from fund managers across Africa, Asia, Emerging Europe, Latin America, and the Middle ...
EMPEA Deal Book 2021

Execution                                                                                           Spotlight:
Affirma Capital’s initial priority post-          organizational structure, creating a              Breaking Down
investment was to help the company
strengthen its position as a regional leader.
                                                  centralized and diversified procurement
                                                  strategy to reduce raw material costs, and
                                                                                                    Gender Barriers in
To increase product availability, the firm        improving manufacturing inefficiencies. For       the MENA Region
assisted FHH in securing financing for a new      example, facial tissue and toilet paper is
state-of-the-art paper mill in Abu Dhabi in       typically made through a two-step process—        With over 3,400 employees, FHH has
2017, which expanded production capacity                                                            prioritized creating a corporate culture that
                                                  pulp is converted into jumbo rolls at a paper
                                                                                                    can attract global talent with competitive
by approximately 30% to 210,000 tons.             mill and those rolls are then transformed
                                                                                                    benefits. In particular, the Affirma Capital
However, in the latter half of 2017, FHH was      into the final product through a converting       team has worked closely with FHH to
confronted with multiple challenges. The          line. FHH ensured that these processes were       promote gender diversity within the
price of its primary raw material, pulp, had      taking place in the same location and that all    organization. Since 2018, FHH has added
increased to unprecedented levels by over         machines were functioning at optimal speeds.      four women to senior leadership roles,
60% between January 2017 and December             To reduce costs, the team carefully evaluated     which account for approximately 24% of the
2018 due to a combination of spiking              which markets would be the cheapest               leadership positions in the company.
demand from China and supply disruptions in       to produce various products and nimbly
                                                                                                    In Saudi Arabia, FHH hired the first female
an oligopolistic, supply-constrained market.      purchased pulp at both spot and contract          sales representatives in the fast-moving
At the same time, a decline in oil prices was     rates, depending upon which offered the           consumer goods industry—a breakthrough
leading to reduced spending in the Gulf           most favorable terms.                             concept for the more traditional market—
Cooperation Council countries, and a 40%                                                            and has established production teams in
devaluation of the Egyptian currency in late      Perhaps most importantly, Affirma Capital         the local factory that are completely staffed
2016 was reverberating across its economy.        and the new management team began to              and run by women. For all of its employees,
                                                                                                    FHH has adopted a “work from anywhere”
                                                  transition FHH into a wellness company
                                                                                                    arrangement in part to support working
FHH needed to reinvent itself to compete in       by launching premium, value-added, and
                                                                                                    mothers, while its maternity policy—
an environment in which end product prices        innovative products that could command            with 16 paid weeks—is one of the most
needed to increase in order for the company       higher margins and reduce FHH’s dependency        progressive in the MENA region. In 2018,
to remain profitable, yet consumers were          on pulp. FHH was one of the first regional        FHH was recognized as a global leader in
increasingly cost conscious. Affirma Capital      companies to produce a colds- and allergies-      promoting gender diversity and women’s
recognized that new leadership was needed         focused tissue (Fine Rx). Launched in 2019,       empowerment, receiving several “Break the
                                                                                                    Ceiling, Touch the Sky” Leonie Awards (also
to strengthen the core business, differentiate    Fine Rx is a three-ply sterilized and medicated
                                                                                                    known as the Global Gender Diversity and
FHH’s product offering, and ultimately drive      line of tissues made with decongestant oils.
                                                                                                    Leadership Excellence Awards).
the company’s turnaround; in early 2018,          With Affirma Capital’s support, in February
James Michael Lafferty was recruited as CEO.      2020, the company developed its Fine Guard
With over 30 years of experience, Lafferty        product line, which includes face masks,
previously held leadership roles at P&G, Coca-    gloves, and disinfectant wipes, in response
Cola, and British American Tobacco, and was       to the COVID-19 pandemic. Recognizing the         Livinguard Technologies to incorporate a
already serving on FHH’s board.                   burden that disposable masks will place on        patented technology within these products
                                                  the environment, FHH’s masks are reusable         that has been clinically proven to kill 99.9% of
FHH’s turnaround strategy focused                 with each replacing 210 disposable masks.         bacteria and viruses.
on eliminating redundancies in the                FHH has also partnered with Switzerland’s

Outlook                                                   FHH’s commitment to gender diversity is creating a
FHH has broadened its reach in partnership
                                                          ripple effect across the MENA region as fast-moving
with Affirma Capital and currently has an                 consumer goods players replicate the company’s
active presence in nine MENA markets with                 policies. Although women continue to be largely
exports to over 75 countries. As of October
2020, the company has over USD500 million
                                                          underrepresented in the workforce, there is a lot of
in annual sales. Going forward, Affirma Capital           impetus for change across the MENA region and
will continue to support FHH’s transition to              FHH is at the forefront of this movement.
a wellness company by helping it expand its
product line-up, move into complementary                  – Taimoor Labib
product categories (e.g., health beverages and              Founding Partner, Head of MENA and Chairman of
supplements), and further expand within the
region and into select export markets.
                                                            Africa, Affirma Capital
EMPEA Deal Book 2021                                                                                                                                9
EMPEA Deal Book 2021

The Investor:                                                                The Company:
BPEA                                                                         Interplex
Fund Manager: Baring Private Equity Asia                                     Company: Interplex
(BPEA)                                                                       Website: www.interplex.com
Fund Name: The Baring Asia Private Equity Fund VI                            Industry / Sector: Value-added manufacturing
Fund Size: USD3.99 billion                                                   Location: Global
Total AUM: USD21 billion
                                                                             Interplex provides advanced interconnect and high-
Established in 1997, Baring Private Equity Asia (BPEA) is                    precision engineering solutions for the automotive, health
an Asia-focused private equity firm with nine regional                       care, data communications, and telecommunications
offices and over 190 employees. As of October 2020, the                      industries. With 14,000 employees, the company has
firm has invested in over 100 companies and realized 53                      operations in 13 countries across Asia (primarily Singapore,
exits.1 BPEA typically invests through either a controlling                  China, India, Indonesia, Malaysia, and Vietnam), Europe,
or significant minority stake in companies with enterprise                   and the Americas, including ten product development and
values between USD300 million and USD1.5 billion.                            28 manufacturing sites.

                                                                                                           G   L   O   B   A   L

 Date of Investment:                    Pre-Privatization Market Capitalization:                           Participation / Stake:
      March 2016                                        USD283 million                                                 100%
                                                   ( as of December 2015, Singapore Exchange)

Opportunity
Baring Private Equity Asia (BPEA) had been      Interplex’s diversified global client base
closely following the precision engineering     included some of the world’s largest tier 1
industry—a fast-growing sub-segment of the      car manufacturers, data communications
manufacturing outsourcing sector—since          providers, and medical companies. In
2005. Singapore-headquartered Amtek             addition, the company’s broad footprint,
Engineering’s 2014 acquisition of US-based      which spanned China, India, Southeast
Interplex Industries had caught the private     Asia, Western and Eastern Europe,
equity firm’s attention—the company’s share     the United States, and Mexico,
price on the Singapore Exchange had fallen      created opportunities for
by more than 30% since its 2010 public          localized manufacturing. With
listing and the BPEA team believed that the     the investment thesis that the
merger was fundamentally misunderstood          right management team could
and undervalued. The merged company, called     leverage these competitive
Interplex, combined Amtek’s mechanical          advantages and transform
precision engineering capabilities in areas     the business, BPEA privatized
such as metal stamping, cold forging, and       Interplex in March 2016,
plastic and rubber molding with Interplex       acquiring 100% of the company
Industries’ miniaturized application-specific   in the process.
interconnect expertise, thus offering the
potential to provide a comprehensive solution
to customers.

EMPEA Deal Book 2021                                                                                                                   10
EMPEA Deal Book 2021

Execution                                                                                                   Spotlight:
Post-acquisition, BPEA’s primary challenge           were asking the company to simultaneously              Building a Culture
was to fully integrate Amtek and Interplex
Industries. The companies were similar in size
                                                     bid for the same project from both China
                                                     and Mexico, for example, and receiving two
                                                                                                            Around Quality
prior to the merger yet had vastly different         different quotes. BPEA created a new front-            Control
cultures as Interplex had been a family-run          end organization, which included investing
business before being acquired by the more           in Interplex’s sales and product development           During BPEA’s initial investment period,
institutionalized Amtek. In the first few months                                                            Interplex was suffering from quality issues
                                                     teams. Dedicated account managers were
                                                                                                            across its factories due to a prior lack of
following its investment, BPEA recruited Alex        designated for each key global customer—an
                                                                                                            investment. BPEA hired a dedicated Vice
Perrotta, who had previously run connector           initiative that has been particularly successfully     President of Quality to develop an action
solutions manufacturer FCI Electronics, to serve     in light of the COVID-19 pandemic as                   plan and build a company-wide department
as the Chief Executive Officer and develop a         customers have been able to quickly receive            that included regional quality managers
new blueprint for the business. The private          updates on orders and shipments, giving them           and a quality team at each facility. Adopting
equity firm also replaced over ten senior            the ability to better manage their supply chains.      a “zero defects” approach throughout its
management team members and appointed                                                                       operations, Interplex’s facilities are now
                                                                                                            equipped with state-of-the-art testing
two independent directors with extensive             As Interplex reconfigures its product mix and
                                                                                                            equipment, and quality is embedded across
industry experience to support Perrotta and his      value proposition, it has been able to move            the company’s value chain from product and
growth plan for Interplex.                           into environmentally friendly industries such          tooling design to process controls, as well as
                                                     as the growing hybrid and electric vehicle             reliability testing and failure management.
Under Perrotta’s leadership, Interplex narrowed      automotive (EV) market. In the last 12 months,         Interplex introduced Interplex Business
its focus from eight market segments to three        the company has secured multimillion-dollar            System (IBS) globally to create awareness and
high-margin verticals: automotive, medical/life      contracts with one of the world’s largest              educate the organization on the importance
                                                                                                            of the lean system and the value of layer
sciences, and data communications. As part           EV manufacturers and will be involved in its
                                                                                                            process audits, and simultaneously began the
of its strategy to refocus on more profitable        battery distribution system. In addition, the
                                                                                                            company-wide certification of factory lines as
services, Interplex has been transitioning           company has been focused on minimizing the             Bronze, Silver, or Gold.
from a “build-to-print” to “build-to-spec”           environmental impact of its internal operations.
business, meaning that Interplex can design,         For example, as of October 2020, Interplex has         The BPEA and Interplex teams recognized
engineer, and manufacture a product to solve         converted 65% of the total lighting in its global      that quality was intricately tied to employee
problems for customers who are increasingly          manufacturing facilities to LED lighting, has          involvement. Experienced technicians and
                                                                                                            engineers are at the heart of Interplex’s
requiring a value-added supplier capable             begun to install solar panels, and completely
                                                                                                            business model, so BPEA has worked with
of supporting greater design complexities.           eliminated the use of plastic water bottles in
                                                                                                            the company to develop a retention program
BPEA’s investments in Interplex’s research and       all of its sites, which would have equated to          while also broadening the workforce to
development capabilities, including through its      1.2 tons of waste in fiscal year 2020. It has          include retirees and workers over the age
three Technology Innovation Centers and nine         also planted 9,766 trees and intends to plant          of 60 as consultants and contractors.
Product Development locations, have been core        an additional 3,000 mature native trees at its         By bringing in these experts, Interplex
to this initiative.                                  properties, as well as one million trees within        gains decades of work experience and an
                                                                                                            established work ethic with each employee.
                                                     local communities, by the end of 2021.
                                                                                                            As keeping its staff safe is also critical to
Prior to BPEA’s acquisition, Interplex had been
                                                                                                            ensuring quality, Interplex has adopted
largely operating in silos. As a result, customers                                                          rigorous risk and hazard assessments, the use
                                                                                                            of stringent safety equipment, and frequent
                                                                                                            trainings on safety.

Outlook
In partnership with BPEA, Interplex’s group          prune low margin or non-strategic business           represent a large portion of Interplex’s pipeline.
revenue has grown to approximately                   lines and customers. Looking forward, BPEA           With an improved sales organization and
USD1 billion in fiscal year 2020. With the           is positioning Interplex to capitalize on            product solutions team, Interplex achieved
transformation of the sales and product              global trends such as the electronification          more than USD1 billion in new wins across
development teams complete, BPEA is                  of cars, advances in healthcare and universal        all sectors in fiscal year 2020, representing a
currently prioritizing helping Interplex renew       connectivity—all while keeping the focus on          significant increase over the previous year.
and grow programs while continuing to                customized “build-to-spec” solutions, which

EMPEA Deal Book 2021                                                                                                                                         11
EMPEA Deal Book 2021

The Investor:                                                                 The Company:
Crescera Capital                                                              Afya
Fund Manager: Crescera Capital                                                Company: Afya Ltd.
Fund Name: Crescera Educacional II FIP Multiestratégia                        Website: ir.afya.com.br
Fund Size: USD430 million                                                     Industry / Sector: Education and trainings, services and
Total AUM: USD1 billion (BRL5.2 billion)                                      consumer
                                                                              Location: Brazil
Crescera Capital is a Brazil-based private equity and venture
capital investment manager with a focus on education,                         Afya Educacional is a medical education group focused on
health care, consumer goods, specialty retail, services,                      the lifelong learning career of physicians in Brazil through all
innovation, and technology. Since 2008, Crescera’s private                    stages of their career. The company’s purpose is to produce
equity team has invested predominantly growth capital into                    and distribute high-quality content and manage the entire
15 portfolio companies and 23 investments.                                    professional journey of its students by offering solutions and
                                                                              trainings based on cutting-edge educational technologies.
                                                                              The company is situated in 13 Brazilian states plus Brasília,
                                                                              while its digital platform is available nationwide.

       Date of Investment:                                        Amount:                                Initial / Current Stake:
          January 2016                                   ~USD156 million                                     37.5%* / 25.9%
                                                                                                               ( *before first divestment)

Opportunity
Crescera Educacional II FIP Multiestratégia       education in the country Afya continued to        programs, and continuing medical education
targets investments in thematic education. In     integrate additional schools and technology       activities, or CME.
2012, the team targeted Brazil’s medical sector   companies. Afya increased its annual
in response to a lack of quality education and    authorized seats in the medical course to 2,303
poor penetration beyond the country’s largest     while expanding its offering to health
cities. Crescera believed that technology was     professionals beyond doctors, dentists,
a key feature to provide a more effective and     and nurses.
personalized learning experience to students
nationwide and would allow students in remote     With its innovative
areas to access the same high-quality content     methodological approach which
delivered in major cities in the country. When    combines integrated content,
it became evident that such a company didn’t      interactive learning, and an
exist, Crescera decided to create one.            adaptive experience for lifelong
                                                  medical learners, it generated
Crescera identified a number of companies         and delivers an end-to-end
across the fragmented sector to become part       physician-centric ecosystem that
of a platform where students could be at the      serves and empowers students
center of their education. Crescera acquired      to be lifelong medical learners
three companies – NRE, Medcel, and Uniceplac      through their medical residency
– consolidating them into Afya Educacional in     preparation, graduation program,
2019. With the goal of revolutionizing medical    medical post-graduate specialization

EMPEA Deal Book 2021                                                                                                                             12
EMPEA Deal Book 2021

Execution                                                                                                Spotlight:
Crescera’s investment team has been responsible      to the academic programs, the adoption of           Bringing Medical
for identifying and executing acquisitions,
including negotiating with the various schools
                                                     digital solutions, and the development and
                                                     deployment of new educational products,
                                                                                                         Education to
and any subsidiary minority shareholders. In         including a television series focused on clinical   Rural Brazil
addition to educational institutions, Crescera       cases that features both real doctors and actors.
has been looking for complementary technology        With Crescera’s support, operating efficiencies     In addition to expanding via acquisitions,
companies. For example, in July 2020, Afya           increased and Afya’s net revenues grew at a         Afya has opened new schools, including
                                                                                                         one in Palmas, Tocantins in 2017. Through
acquired PEBMED, a mobile and web application        compound annual growth rate of over 86%
                                                                                                         the Mais Médico program, a government
that helps doctors and medical students make         between the end of 2017 and 2019.                   program which seeks to increase the
faster and more accurate clinical decisions                                                              number of medical professionals in
through medical calculators, conducts,               Crescera considered an eventual public offering     underserved areas, Afya was awarded
prescriptions, procedures, and other content         for Afya since its formation. Thus, instituting a   seven out of 28 new campuses—the most
related to over 28 specialties.                      formal auditing process and installing robust       granted to any education group—based
                                                     corporate governance structures, including a        on both financial and educational metrics.
                                                                                                         These campuses are located in the north
Integrating all of these various entities has been   board of directors with independent members,
                                                                                                         and northeast regions of Brazil, which have
a key focus of the firm. Crescera established a      was highly relevant from the start. A Compliance    historically had a shortage of physicians. The
holding company with a management team               Department led by a Compliance Officer              average ratio of physicians per thousand
responsible for implementing and supervising a       reporting directly to the CEO and board was         inhabitants is 1.9 in the cities where Afya’s
shared service center to consolidate all non-core    created with full autonomy. In partnership          schools are located, well below the average
administrative processes including purchasing,       with Afya’s Ethics Committee, the Compliance        of 2.2 in Brazil and 3.4 for OECD countries.
human resources, finance, IT, and the                Department is responsible for organizing and
                                                                                                         Since many of Afya’s schools are located in
management of classes and professors. Afya has       promoting frequent trainings for all 5,000
                                                                                                         regions where medical services are scarce,
also unified the curriculum, including updates       employees.
                                                                                                         the students are able to make a positive
                                                                                                         social impact on the local population
                                                                                                         through free medical consultations and
       Brazil’s problem is not that it lacks a sufficient number of                                      treatments. In 2019, the medicine course
       doctors; it is one of distribution. We have more doctors in                                       alone promoted more than 270,000 free
                                                                                                         consultations while those campuses that
       São Paulo per 1,000 occupants than in Switzerland, but                                            operate dental clinics collectively serviced
       very few in places like Amazonia. Crescera and Afya are                                           more than 70,000 appointments. The
                                                                                                         students of IPEMED, which Afya acquired
       striving to attract a range of health care professionals to                                       in 2019 and offers specialized post-
       more rural areas—and hopefully many will stay once they                                           graduate medical programs, offer free care
                                                                                                         to low-income patients one weekend per
       graduate, thus bringing value to the local communities.                                           month. Communities can also access care
                                                                                                         in biomedicine, physical therapy, speech
       – Laura Guarana                                                                                   therapy, nutrition, and psychology.

         Partner, Crescera Capital                                                                       Afya is providing a significant amount
                                                                                                         of medical content for free in order
                                                                                                         to lessen the negative impact of the
                                                                                                         COVID-19 pandemic on other public and
                                                                                                         private medical schools across Brazil. As
Outcome                                                                                                  of September 2020, more than 11,000
                                                                                                         medical students have already accessed
                                                                                                         content on Medcel, the company’s distance
Afya became the first Brazilian company focused      expand medical training with places for another
                                                                                                         learning medical program platform. Afya
on medical education to be listed on the US          1,000 students; 851 of these were in place by
                                                                                                         has also developed a free course to train
Nasdaq Stock Market in 2019, raising over            October 2020. In addition, Afya is developing       health professionals on how to care for
USD264 million and marking the first medical         greater in-house technologies to deliver content    COVID-19 patients, covering subjects such
education company to trade on the exchange           to additional doctors across Brazil, focusing on    as mechanical ventilation, respiratory
globally. Crescera divested a portion of its stake   underpenetrated markets. Crescera and Afya          emergencies, and diagnostic imaging, with
in February 2020 through a follow-on offering        view themselves as a partner to the regional        over 23,000 participants and 34 institutions
of approximately USD89m, reducing its holding        municipalities—the concentration of aspiring        enrolled. The company has separately
                                                                                                         donated masks, gloves, and safety
from 37.5% to 26.1%, currently 25.9%.                health professionals can often lead to greater
                                                                                                         equipment to hospitals in the 13 cities
                                                     health infrastructure investment, with a positive   where Afya’s medical courses are located.
Through the IPO process, Crescera and Afya           impact on the local economy.
announced that they would use the proceeds to

EMPEA Deal Book 2021                                                                                                                                      13
EMPEA Deal Book 2021

The Investor:                                                                 The Company:
DPI                                                                           Eaton Towers
Fund Adviser: Development Partners
                                                                              Holdings Ltd.
International (DPI)
                                                                              Company: Eaton Towers Holdings Limited
Fund Name: African Development Partners I (ADP I),
                                                                              Website: www.americantower.com
African Development Partners II (ADP II)
                                                                              Industry / Sector: Telecommunications
Fund Size: ~USD400 million (ADP I), USD725 million (ADP II)
                                                                              Location: Uganda, Ghana, Kenya, Burkina Faso, and Niger
Total AUM: USD1.7 billion
                                                                              Founded in 2008, London-headquartered Eaton Towers was
Development Partners International (DPI) is a pan-African
                                                                              an independent tower company that acquired, built, and
private equity firm established in 2007. As of October
                                                                              managed shared telecommunications infrastructure across
2020, DPI had invested in 22 portfolio companies across 29
                                                                              Africa. By leasing towers to multiple mobile operators, the
countries through three private equity funds. DPI typically
                                                                              company helped them reduce capital expenditures and
commits between USD40 million and USD120 million in
                                                                              operating costs. By the end of 2019, Eaton Towers owned
equity per investment.
                                                                              5,700 telecommunications sites.

       Dates of Investment:                                       Amount:                                        Date of Exit:
        December 2008,                                       Undisclosed                                    December 2019
          June 2015

Opportunity
Shortly after Development Partners                networks leapfrogging fixed-line infrastructure   operators in 13 Sub-Saharan African
International (DPI) was founded in 2007, the      across the region. DPI saw a market opportunity   countries—marking DPI’s debut fund’s first
team recognized that telecommunication            to build a towers company that could also         investment. DPI’s thesis was that Q-Venture
towers infrastructure sharing was likely to       catalyze greater economic development by          would form the nucleus of a broader platform
become a prominent trend across Africa.           supporting the growth of digital infrastructure   that would not only build towers but also own
Businesses focused on tower sharing were          and connectivity across Africa.                   and manage them on behalf of operators,
already well established in Western markets and                                                     giving the firm an early mover advantage once
trading at high multiples. At the time, mobile    In December 2008, DPI invested in Q-Venture,      tower sharing and outsourcing took off in
telecommunications companies such as Celtel       a South African company that was building         the region.
were expanding rapidly in Africa, with cellular   towers on behalf of mobile telecommunications

       While Eaton Towers’ initial interest in renewable and hybrid energy solutions was
       largely driven by the high cost of diesel, it developed a robust sustainability culture
       that not only made the company more efficient, but also better able to sell its product.
       For example, as clients increasingly wanted to understand the carbon emissions in
       their supply chains, Eaton Towers was already well positioned to discuss this along
       with its overall environmental performance.
       – Michael Hall
         Head of ESG and Impact, DPI
EMPEA Deal Book 2021                                                                                                                            14
EMPEA Deal Book 2021

Execution                                                                                                 Spotlight:
The DPI team faced a number of challenges early      Private Equity Fund (CIPEF) partnered to             Enabling Safety
in its investment. Q-Venture’s business model
had been negatively affected by a change of
                                                     purchase portfolios of towers, committing
                                                     USD150 million, followed by an additional
                                                                                                          and Sustainability
payment terms in the industry that resulted          USD198 million in 2013. In 2015, CIPEF,              DPI strived to ensure that Eaton Towers
in tower construction companies receiving            which had become the company’s controlling           and its subcontractors—who carried out
payments post construction. This resulted in         shareholder, was joined by a consortium that         most of the company’s work—implemented
an adverse working capital cycle for Q-Venture       included Ethos Private Equity and Standard           best-in-class environmental, health, and
                                                                                                          safety management practices. Safety was a
that significantly worsened the unit economics       Chartered Private Equity in a USD350 million
                                                                                                          particular focus for DPI as Eaton Towers had
and attractiveness of the business. DPI and the      financing round to further expand and
                                                                                                          thousands of sites scattered across often
Q-Venture management team needed to convert          diversify Eaton Towers’ portfolio. This included     remote environments. Most of these places
the distressed tower building business into a        purchasing over 3,000 towers from Airtel in          were not on the grid so the company had
tower ownership company. Transformation              Ghana, Uganda, Kenya, Niger, and Burkina Faso.       to initially depend on diesel generators.
began in 2010, when Q-Venture was awarded            DPI also participated, investing through its ADP     With diesel being a valuable commodity in
a contract in Ghana with Vodafone to take over       II fund.                                             the region, fuel theft became a frequent
the management of its portfolio and source                                                                problem and consequently put local staff,
                                                                                                          including the technicians and security
additional tenants on those towers. DPI realized     To ensure the towers were run efficiently post-
                                                                                                          guards, at risk. DPI worked closely with the
this pivot required different management skills      acquisition, DPI worked to bring in a Chief          Eaton Towers team and its subcontractors to
and it led Q-Venture’s acquisition of Eaton          Operating Officer who had previously worked          put in place safety protocols in partnership
Telecom Infrastructure in late 2009 to gain an       for American Tower Corporation, a global             with local authorities.
executive team with broad experience in owning       owner and operator of wireless and broadcast
and operating telecommunications networks            communications infrastructure. Eaton Towers          The costs and safety risks associated with
across the continent. The merged entity was          was able to increase margins through efficiency      diesel led Eaton Towers to focus on energy
                                                                                                          efficiency and finding cheaper alternatives.
rebranded as Eaton Towers.                           gains (including energy savings initiatives),
                                                                                                          The company implemented hybrid solutions
                                                     additional colocations and an effective build-       that could harness solar power in each
The towers ownership business required               to-suit program, in which towers are built           country, which not only reduced its carbon
significant capital to acquire blocks of towers as   with contracts already in place to guarantee         footprint but lowered operating costs,
the best opportunities arose. DPI’s ADP I fund       immediate revenue. This resulted in an EBITDA        particularly given that these systems
was already fully committed, so the private          margin of approximately 58% as of December           required a less intensive maintenance
equity firm began a search for additional equity     2018—higher than those achieved by direct            schedule. Eaton Towers was the first ADP
                                                                                                          portfolio company to assess and have Scope
and debt investors. In 2011, Capital International   competitors.
                                                                                                          1 and 2 greenhouse gas emissions verified
                                                                                                          across the organization when the company
                                                                                                          became ISO 14064 greenhouse gas certified
                                                                                                          in 2018.

Outcome
By 2019, Eaton Towers had 5,700 towers               Eaton Towers’ South African operations. Having     trying to understand the local regulatory
across Ghana, Uganda, Kenya, Burkina Faso,           already established a relationship, American       requirements and tax laws related to a merger
and Niger, and was serving many of Africa’s          Tower and Eaton Towers entered discussions         in each market. After approximately 18 months
largest mobile operators including MTN,              regarding the remainder of the portfolio.          of a collaborative negotiation process, DPI and
Airtel, Vodacom, Vodafone, and Orange. As                                                               its private equity partners agreed to sell Eaton
DPI and other shareholders began to plan an          Eaton Towers’ geographic diversification,          Towers to American Tower in December 2019,
exit together, they ran a dual-track process,        which had been carefully structured by the         with an estimated enterprise value of USD1.85
preparing the company for a possible IPO             shareholders and management team, was a            billion—making it one of the largest private
while simultaneously negotiating with strategic      key selling point. As transactions of this scale   equity exits in Africa to date.
investors. They had partially exited their holding   were largely unprecedented in the continent,
in 2016 when American Tower purchased                the team spent a significant amount of time

EMPEA Deal Book 2021                                                                                                                                     15
EMPEA Deal Book 2021

The Investor:                                                                 The Company:
Everstone Capital                                                             API Holdings
Asia                                                                          Company: API Holdings

Fund Manager: Everstone Capital Asia Pte. Ltd.                                Website: www.ahwspl.com

Fund Name: Everstone Capital Partners III                                     Industry / Sector: Digital health distribution platform

Fund Size: ~USD730 million                                                    Location: India

Total AUM: USD5 billion                                                       Founded in 2012, API Holdings is an Indian digital health
                                                                              care platform with three business lines: offline medicine
Founded in 2006, the Everstone Group is a private                             distribution, an online B2B pharmaceutical marketplace
investment group in India and Southeast Asia, with a                          (Retail IO), and a B2C pharmaceutical marketplace
team of over 350 professionals across seven offices in                        (PharmEasy). As of October 2020, Ascent is the largest
Singapore, India, London, New York, and Mauritius. As of
                                                                              e-pharmacy and the second largest offline distributor in
October 2020, the Everstone Group manages over USD5
                                                                              India with access to over 20,000 pharmacies and 4,000
billion in assets across private equity, real estate, credit,                 distributors.
infrastructure, and venture capital.

        Date of Investment:                                       Amount:                              Participation / Stake:
             March 2016                                  USD60.2 million                                           62.8%

Opportunity
In 2012, Siddharth Shah founded Ascent            firm conducted a top-down analysis of the      build the largest pharmaceutical distribution
Health and Wellness Solution—now one              pharmaceutical distribution industry and       marketplace in India.
of the subsidiaries of API Holdings—with a        discovered that first-generation founders—
vision of consolidating India’s fragmented        many of whom saw little interest from their
pharmaceutical distribution market and            second or third generation—
creating a digital health care platform that      dominated the competitive
could reach even the most remote corners          landscape in India. With
of India. At the time, the industry was highly    no clear succession plan,
fragmented with the top ten players each          many of these owners were
having less than 2% market share. To achieve      willing to sell their businesses
his goal, Shah approached Everstone Capital,      at a discount. Everstone
which had a track record of executing buy-and-    acquired a majority stake in
build strategies, in 2015.                        Ascent in March 2016 for
                                                  USD60.2 million. The firm
Everstone saw potential in Ascent, particularly   aimed to provide growth
as the consolidation thesis had successfully      capital for acquisitions,
played out in Western markets and was             achieve economies of scale,
picking up steam in China. The investment         and deploy technology to

EMPEA Deal Book 2021                                                                                                                             16
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