Deal Book Investing for Growth - Portfolio company cases from fund managers across Africa, Asia, Emerging Europe, Latin America, and the Middle ...
←
→
Page content transcription
If your browser does not render page correctly, please read the page content below
Investing for Growth Deal Book Portfolio company cases from fund managers across Africa, Asia, Emerging Europe, Latin America, and the Middle East.
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
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 EMPEA Products & Programs Data Portal VC+Tech Report The EMPEA Data Portal allows members to search for and download EMPEA’s annual report on venture-backed startups across emerging underlying fund- and deal-level data. markets which includes data on VC fundraising and investments, as well as market breakdowns including top VC deals by size, most active venture investors, and tech sector highlights. Industry Data & Statistics EMPEA members receive mid-year and year-end Industry Data & Statistics with detailed analysis and access to raw data, as well as GPEC 2-page region- and sector-specific breakdowns. The Global Private Equity Conference (GPEC), hosted by IFC in association with EMPEA, is the world’s leading event dedicated to exploring private investment opportunities across emerging markets. Member Directory Search profiles of 300+ EM fund managers, institutional investors, and other industry stakeholders. Advanced search capabilities include Education & Training keywords, firm name, firm type, HQ, and region. EMPEA maintains a curriculum of live and virtual practitioner-led investor training for PE and VC fund managers, as well as EM-based institutional investors. Global Limited Partners Survey Annual survey featuring the views of 100+ LPs on the current conditions and outlook for private capital in emerging markets. NewsWatch Weekly newsletter with updates on the latest private capital transactions and activity across Africa, Emerging Asia and Europe, Investing for Growth Deal Book Latin America, and the Middle East. Verified and detailed portfolio company cases from fund managers across Africa, Asia, Emerging Europe, Latin America, and the Middle East. Global VC Cache A bi-weekly newsletter covering cross-border tech transactions and innovations in a rapidly changing world. EMPEA Deal Book 2021 2
EMPEA Deal Book 2021 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 EMPEA Deal Book 2021 3
EMPEA Deal Book 2021 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
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
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
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
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
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
You can also read