Global Private Equity Outlook 2021 - Dechert LLP

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Global Private Equity Outlook 2021 - Dechert LLP
2021
Global Private
Equity Outlook
Global Private Equity Outlook 2021 - Dechert LLP
Contents
    Introduction: Silver linings                        3

    Fund trends: A slight pause                         6

    Spotlight on APAC                                  16

    Deal targeting: No stone unturned                  20

    Spotlight on North America                         30

    Private debt: Credit markets adjust                34

    Spotlight on EMEA                                  36

    Exits: Realizing value                             38

    Conclusion: Coping with uncertainty                40

    Methodology
    In the third quarter of 2020, Mergermarket, on behalf
    of Dechert LLP, surveyed 100 senior-level executives
    within private equity (PE) firms based in North America
    (45%), EMEA (35%), and Asia-Pacific (20%). In order
    to qualify for inclusion, the firms all needed to have
    US$500m or more in assets under management and
    could not be first-time funds. The survey included a
    combination of qualitative and quantitative questions,
    and all interviews were conducted over the telephone
    by appointment. Results were analyzed and collated by
    Mergermarket, and all responses are anonymized and
    presented in aggregate.

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Global Private Equity Outlook 2021 - Dechert LLP
Introduction:
Silver linings

The global PE industry              financing where necessary          NUMBER OF GLOBAL BUYOUT DEALS, 2015 – Q3 2020
experienced a short, sharp          and applying strategic and
                                                                                         4000
shock towards the end of Q1         operational lessons learned
                                                                                                                               999
and going into Q2 as a result of    in the last downturn to steady                                                    952
                                                                                                                                        909
                                                                                         3000
                                                                       Number of deals

the COVID-19 crisis. Although       the ship. With the economic                                               834
                                                                                                  735                          957      989
the pandemic rapidly knocked        outlook uncertain and fair                           2000
                                                                                                                      913
                                                                                                                                                    750
                                                                                                              782
most auction processes off          value of assets difficult to                                  753
                                                                                                                              1009      978
course, the effects were            determine, transactions were                         1000     731
                                                                                                              838     947                           639

seemingly momentary. Already,       put on pause—total buyout                                                         793      938      894         871
                                                                                                  642         710
many of the transactions that       value fell 22% year on year in                          0
were put on hold back in            the first half of the year, to a                             2015     2016       2017     2018     2019         2020
March and April have come           total of US$234.7bn.
back and buyout activity has                                                                             Q1           Q2         Q3            Q4

risen above last year’s quarterly   Given the availability of
value in Q3, and the number         financing at almost pre-
of notable deals announced in       COVID-19 levels and terms          VALUE OF GLOBAL BUYOUT DEALS, 2015 – Q3 2020
September indicates forward         and the PE industry’s historic
momentum as we enter into           levels of unallocated capital,                       600
                                                                                                                             $127.3
the last quarter of the year.       however, deal activity was                                                                        $153.8
                                                                       Value (US$bn)

                                                                                                                    $132.9
                                    bound to pick up again. By                           400                                 $138.4
                                                                                                         $129.4                       $134.1
As the pandemic hit the             summer, the public health                                   $123.1              $149.6
                                                                                                                                                $148.1
market at the end of Q1,            situation had stabilized in                                 $108.6
                                                                                                         $108.1
                                                                                                                             $179.9
                                                                                                                                      $180.6
GPs faced the challenge             many parts of the world and                          200                        $170.0                      $95.7
                                                                                                         $129.1
of stabilizing their existing       PE houses turned their eyes                                 $105.5
                                                                                                                             $139.7             $139.0
                                                                                                                    $90.5             $120.8
portfolio companies as a            towards deals once again: in                           0
                                                                                                $64.8    $73.4

first priority, drawing under       Q3, total value rebounded to                                2015     2016       2017     2018     2019      2020
existing revolving credit           US$148.1bn—10% higher
lines and providing follow-on       than Q3 2019 (US$134.1bn).                                           Q1          Q2          Q3            Q4

                                                                                                                                                           3
Global Private Equity Outlook 2021 - Dechert LLP
Key
In particular, the industrial     forecasting, making realistic
and chemicals sector, along       portfolio valuations and pricing
with the pharma, medical          both acquisitions and exits.
and biotech and the TMT           Nevertheless, the rise in

                                                                     findings
sectors, have fared the best,     activity in Q3 demonstrates
seeing total value over Q1–Q3     how adaptive the PE industry
increase on the previous year.    can be.

Whether this rate of activity     In the long term, PE stands to
will continue apace to the        benefit from the sustained low-
end of the year remains to be     rate, low-yield environment,
seen. The PE industry faces a     as it has in the years following
number of tough challenges        the GFC. The PE industry has
ahead. Protectionism in           been shown to outperform
both trade and foreign direct     public markets in a downturn
investment is the highest it      and this one should prove
has been in a generation and      no different—especially            PE buyouts remain
tensions between China and        considering the industry’s war     resilient
the US have only worsened in      chest of US$1.7 trillion in        Although activity
2020. The US elections and        dry powder.                        dropped year on
Brexit are further potential                                         year (YOY), the fall
dampeners of activity, and a      In the shorter term, the           in activity was less steep than
second wave of the pandemic       industry must navigate what        overall M&A. Across the first
has led to new lockdown           are sure to be choppy waters       three quarters, PE buyouts fell
measures in many countries.       by formulating innovative          by 21% in terms of volume and
                                  strategies and finding value       by 12% in terms of value in Q1–
Government and central bank       amidst a downturn. Previous        Q3 2020 to 2,260 deals worth
stimulus programs to buttress     editions of the Global Private     US$382.7bn. In contrast, overall
economies have eclipsed that      Equity Outlook have shown          M&A volume dropped by 27%
seen during the Great Financial   a willingness on the part          while value fell 28% over this same
Crisis (GFC), suppressing         of respondents to diversify        period. Moreover, Q3 recorded an
yields and forcing investors      into other asset classes           impressive US$148.1bn in PE deal
into higher-risk assets. This     and embrace creative deal          activity—a 10% year-on-year rise—
has led to the fastest bear       structures, and this year is no    although volume over this period
market and recovery on record,    different. Rather than retrench    dropped 24% to 750 deals.
led by the technology and life    into comforting formulas, the
sciences sectors’ huge success    PE industry recognizes the
amidst lockdown conditions.       importance of responding to
                                  the market opportunistically—
For private market fund           which bodes well for the asset
managers, the mixed signals       class’s resiliency during this
of an economic retraction         uncertain period.
and highly bifurcated market
have presented a number of
challenges, including revenue

4
Global Private Equity Outlook 2021 - Dechert LLP
Geopolitical                     Potential                   Buy-and-
concerns loom                    impacts                     build deals
large                            of the                      are on the
Among APAC-based                 COVID-19                    upswing
respondents, trade               pandemic are on             The number of add-on
conflict between the US and      respondents’ minds          acquisitions increased
China is expected to have the    90% of respondents          28% YOY in the first
biggest impact on the deal       expect more distressed      three quarters of 2020,
environment in the coming        debt deals and 80%          with 1,249 such deals
12-18 months. 25% of             expect more deal            announced. The size
respondents ranked this as the   delays as a result of       of these deals appears
number one concern—more          the pandemic. 44% of        to be smaller, however,
than the number of respondents   respondents believe the     as total value during
who thought COVID-19 would       crisis will affect the PE   this period came to
have the biggest impact (20%).   industry more severely      US$32bn—29% below
In North America, 27% of         than the GFC.               the same period in
respondents ranked partisan                                  2019.
political gridlock number one
as having the biggest expected
impact on deal environment,
just below the 33% who
believed the pandemic would
have the biggest impact.

                                                                                       5
Global Private Equity Outlook 2021 - Dechert LLP
Fund trends:
A slight pause

Private equity fundraising has     fund closes, the lowest tally      “Fundraising has not
had an incredible run. Annual      going back at least five years.
aggregate capital raised over                                          changed, apart from the
the past decade has reached        There is good reason to expect
heights the industry has never     that full-year 2020, while          fact that the process
previously seen. For each of the   below average compared
past three years, for instance,    against the heights reached         now has a large virtual
funds surpassed US$600bn,          in recent years, may not be so
according to Preqin—an             weak as widespread lockdowns        component, which had
unprecedented feat. All told,
GPs now collectively steward
                                   and economic disruption might
                                   suggest. Only one in ten of our     already been in the
US$3.8 trillion in assets,
including both dry powder and
                                   respondents expect fundraising
                                   will be negatively affected
                                                                       making for several years.”
invested capital.                  by suspensions related to
                                   COVID-19. Meanwhile, 61% of
                                                                       Markus Bolsinger, Dechert
Against that backdrop,             those surveyed said they raised
the events of 2020 have            a fund in the last 12 months
undoubtedly been felt in the       or were currently raising a new
fundraising market, but not to     fund—only slightly below last
the extent that some may have      year’s result of 67%.
anticipated. Q1 2020 was
largely unaffected by the then     “On the surface of it, one
emerging pandemic. Q2, on          might expect travel bans to put
the other hand, saw $116bn         fundraising on hold, but these
in aggregate capital raised,       processes are lifecycle driven,”
the lowest sum since Q1 2018       says Markus Bolsinger, a
($110bn), Preqin data shows.       partner in Dechert’s New York
This was shared across 225         and Munich offices.

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Global Private Equity Outlook 2021 - Dechert LLP
HAS YOUR FIRM RAISED A FUND IN THE LAST 12 MONTHS,                                     “The large asset managers
OR IS IT CURRENTLY RAISING A NEW FUND?                                                 have been continuously
                                                                                       fundraising for their many
                                                                                       strategies and for them,
39%                                        61%                                         fundraising has not changed,
                                                                                       apart from the fact that the
               No    Yes
                                                                                       process now has a large virtual
                                                                                       component, which had already
                                                                                       been in the making for several
IF YES, WHAT IS THE BIGGEST FUNDRAISING CHALLENGE YOUR FIRM HAS FACED?                 years. Sponsors and limited
(SELECT THE MOST IMPORTANT)                                                            partners have adjusted rapidly
                                                                                       to the COVID-19 situation and
                              13%                                                      this is
                              Competing against other funds for LP capital,            a continuation of a pre-
                              especially the largest GPs                               pandemic development.”

                                                                                       As the pandemic continues
                                                                                       to take a toll on the global
                                                                                       economy—especially in sectors
                                               26%                                     such as leisure, transportation
                                               Convincing investors their capital      and energy—certain assets will
                                               will be put to work quickly             undoubtedly be held longer
                                                                                       by their PE owners. In such
                                                                                       cases, the GP may consider
                                                                                       establishing a continuation
                                                       17%                             vehicle.
                                                       Large LPs concentrating their
                                                       investment relationships to a
                                                       smaller number of funds         A continuation fund allows
                                                                                       GPs to transfer assets from
                                                       3%                              the existing fund to a newly
                                                       Longer-term capital funds       created vehicle—with LPs
                                                                                       given the choice to exit or
                                                       8%                              rollover into the new fund
                                                       LP skepticism surrounding
                                                                                       alongside new investors.
                                                       valuations and health of
                                                       pre-pandemic investments
                                                                                       Fundraising for continuation
                                                                                       vehicles poses unique
                                       26%                                             challenges which managers
                                                                                       must keep in mind: keeping
                                       LPs’ inability to conduct sufficient due
                                       diligence because of the pandemic               the pricing attractive for a win-
                                                                                       win-win situation for the GP,
                    5%                                                                 exiting LPs, and new investors
                    Meeting fundraising deadlines
2%                                                                                     can be a tough balancing act,
Securing smaller commitments (under US$100m)                                           requiring careful negotiation.
from large institutional investors

                                                                                                                       7
Global Private Equity Outlook 2021 - Dechert LLP
A time of opportunity                The complication of                 investment styles. Therefore, the
One element working in PE            undertaking due diligence is        need for due diligence before re-
fundraising’s favor is market        another factor working against      upping into a successor fund is
timing. Fund vintages that           the fundraising market. Of          limited. Similarly, firms which
immediately follow downturns         the 61% of respondents who          are well known in the industry
generally outperform as there        raised a fund in the last 12        will be able to rely on returning
is a repricing opportunity for       months or are currently mid-        investors as well as attract new
GPs to capitalize upon, as           raise, over a quarter (26%)         investors, as their reputation
well as a rise in distressed         believe that the most important     in the market will make them
deal flow. For this reason,          fundraising challenge is LPs’       a safer bet. It is the forging
funds raised in 2017 to 2018         inability to conduct sufficient     of new relationships that has
that already had a majority          due diligence because of            been made more challenging
of their capital drawn prior         the pandemic, due to social         by the inability to meet in
to COVID-19 are likely to be         distancing measures and travel      person before committing to a
weaker performers. Those with        restrictions. This is matched by    new manager.
capital to deploy since the          26% who believe convincing
pandemic struck, meanwhile,          investors their capital will be     “The hardest challenge is
should deliver attractive            put to work quickly will be their   for sponsors to truly connect
returns over the next three- to      biggest fundraising challenge in    with potential limited partners
five-year investment cycle. This     the current environment.            who they have never met and
puts well-capitalized managers                                           might not in the foreseeable
at a significant advantage.          To some extent, a manager’s         future meet in person,” says
                                     success at fundraising              Bolsinger. “Fundraising has
Some inertia in the fundraising      depends on its investor base.       always been a high-touch
market remains a possibility,        Sponsors in the typically           process and not being able to
however, as LPs pause and            enviable position of having         share a meal, look someone in
assess their portfolios and          an institutional investor base      the eye and shake their hand
asset allocations. Stock market      are suddenly faced with the         is impacting the fundraising
falls inherently overexpose          challenge of obtaining waivers      processes. But there’s no
investors to their illiquid assets   and exceptions to on-site due       alternative so people are doing
by virtue of the denominator         diligence requirements, which       it virtually.”
effect. However, 2020 has            is made more difficult when
been unlike other down-              such requirements are set           These factors have been
markets. The fastest bear            forth in statutes or regulations.   particularly accentuated with
market on record has made the        Family offices, private             respect to first-time managers.
denominator effect short-lived.      foundations and high net worth      Although some emerging
In principle, this should create     individuals, on the other hand,     managers have been able to
a positive bias towards PE           are proving to be nimbler in        raise their funds in the current
investment, although the sheer       this environment.                   environment, all of the typical
volatility of the stock market                                           disadvantages experienced
and the variance in sector           Firms with lasting investment       by emerging managers have
performance will oblige LPs to       relationships will be less          been magnified by virtue of
take a measured approach to          affected. LPs are already           the difficulties brought about
the PE strategy.                     familiar with the personnel of      through a compromised due
                                     these firms, their strategies and   diligence process.

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Global Private Equity Outlook 2021 - Dechert LLP
Beyond buyouts                     OVER THE NEXT 12–24 MONTHS, DO YOU PLAN TO DIVERSIFY YOUR
A degree of competitive            ASSET CLASS EXPOSURE?
tension may have eased in
2020 as GPs momentarily
                                                 6%
turned their attention away
                                                                                       Yes, without a doubt
from securing new deals and                                      27%
instead attended to their                                                              Yes, most likely
existing portfolio companies,
providing both capital and          37%                                                It’s possible but as yet
                                                                                       unclear
operational knowhow. However,
                                                                                       No, almost certainly
the fact remains that fund                                                             not
managers have more dry                                      30%
powder at their disposal
than at any time in PE’s
history. This circa US$1.7         IF ‘YES, WITHOUT A DOUBT’ OR ‘YES, MOST LIKELY’, WHICH ASSET CLASSES IS YOUR
trillion stockpile means there     FIRM CONSIDERING EXPANDING INTO? (SELECT TOP THREE AND RANK THEM 1-2-3,
continues to be pressure on        WHERE 1 IS THE HIGHEST PRIORITY)
firms to be creative.
                                                                       2
                                                Cryptocurrencies           3
                                                                                                   10
Further, an ongoing pre-
                                                                           3
pandemic trend is the                             Distressed debt                                                                 21
                                                                                                                             19
concentration of capital.
                                                                 0
LPs’ appetite for PE assets                           Hedge fund 0
                                                                 0
continues to grow, but even as
                                                                                                                                       23
they increase their exposure                     Impact investing                                                      16
                                                                                                            12
to the asset class, they have                                              3
sought to rationalize the                           Infrastructure 0
                                                                                               9
number of managers with                                                                                                                23
whom they invest. This is              Private debt/direct lending                                 10
                                                                                                            12
benefiting large, multi-strategy         Real assets (e.g. metals      2
outfits that are able to deliver                                                   5
                                      & mining, farmland, water)               4
diversified risk-adjusted                                                          5
                                          Commercial real estate                               9
returns via not only buyouts                                           2
but the gamut of private                                           0
                                           Residential real estate 0
capital asset classes, from                                                    4
growth equity to investment-                                           2
                                                  Venture capital                                    11
grade credit, infrastructure to                                                                9
distressed debt.                    Specialized or niche segment                                                                                   32
                                    (e.g. Blackstone establishing                                                           18
                                         a Life Sciences division)                         7
Although the number of                         Structured equity/
                                                                                   5
                                                                                           7
respondents to this year’s                  Tactical opportunities                                          12
survey who say they will                                         0%            5%              10%               15%        20%        25%   30%        35%
diversify their asset class
over the next 12–24 months                                             1               2                3
is down compared to last

                                                                                                                                                              9
Global Private Equity Outlook 2021 - Dechert LLP
year, a clear majority (57%)       (32%) followed by impact           WHAT IS THE MAIN REASON YOUR FIRM
are still looking to diversify.    investing (23%) and private        IS CONSIDERING EXPANSION INTO NEW
This comprises 27% who will        lending (23%). The latter of       ASSET CLASSES?
definitely do so and 30% who       these is one area that has seen
say they are likely to.            a large influx of GPs in recent         Seeking advantages                       29%
                                   years. The number of asset                   of larger scale

The motivation for diversifying    managers operating in private
assets could become less           debt hit a new high of 1,764         Seeking higher returns/
pressing as the pandemic           last year, more than double        specific opportunities we                 28%
brings down buyout multiples       the number only five years ago.     see in new asset classes

in certain industries. In recent   For buyout shops who have
years, the buyout market           come to rely on these funds            Interest in new asset
                                                                         classes on the part of               24%
has become red hot and             as a major source of leveraged                      investors
elevated levels of dry powder      financing, the popularity of the
has pushed price multiples         asset class is a clear benefit.
upwards. One of the attractions                                         Diversification of asset        16%
of asset diversification is        As for the motivations behind          base/hedging of risk

being able to serve investors      pushing into adjacent asset
with different risk and return     classes, 29% of firms cited
expectations as well as being      the advantages of becoming              ESG considerations      3%
able to invest at all levels       a larger-scale firm and 28%
of the capital structure. The      said pursuing higher returns/
asset classes with the highest     specific opportunities was the
priority, meanwhile, are           top reason for such a move.
specialized or niche segments

10
COVID-19 makes its mark                                              WHAT TRENDS DO YOU SEE GROWING IN THE WAKE
The most recent comparable         in nature. In the short term,     OF THE ONGOING COVID-19 CRISIS (CHOOSE ALL
crisis to the current              the market and operational        THAT APPLY)?
pandemic is the GFC.               impacts to certain industries
However, they are also             have been significant.            More distressed deals                                 90%
very different in nature.          Sectors such as energy,
While 2008 was defined             leisure and transportation, for
by a liquidity crunch in the       instance, have seen buyout            More deal delays                                82%
banking system that had            activity drop significantly
a knock-on effect on the           in 2020. When surveyed in
economy, 2020 was primarily        the summer, half (44%) of
                                                                       Fund restructurings
a health crisis that disrupted     respondents believed the                                                        64%
businesses and especially          COVID-19 crisis would affect
those in sectors dependent         the PE industry more severely
                                                                            Suspension of
on physical interaction, such      than the GFC, while a further              fundraising                    55%
as hospitality, leisure, retail,   32% said it would affect
and dining.                        the industry slightly more
                                   severely.                                Fewer buyouts
                                                                                                             54%
Their effects on the PE
industry are likely to be          Longer term, the PE industry,
                                                                      Greater injections of
divergent as well. In the          however, is well-positioned         rescue capital into                  51%
short term, the liquidity          to weather the storm brought       portfolio companies
crunch during the GFC              about by the pandemic. Data
made transacting nearly            from Q3 already shows bold          Trading successful
                                                                      portfolio companies                   50%
impossible, while in the           strategies in effect, as deal       to successor funds
longer term, the GFC resulted      values rose above the same
in a major regulatory push         quarter the previous year.                   Increase of
                                                                                                       42%
in the financial services                                              add-on acquisitions
                                                                     for existing platforms
industry in an attempt to          Nonetheless, the pandemic
reduce previously overlooked       is still expected to bring
                                                                         Greater emphasis
risks, although a decade           about changes to society and                   on ESG
                                                                                                      36%
of ultra-low interest rates        the economy, and therefore
have benefited the asset           to the PE industry. In terms
class. This policy drive made      of how these will manifest,                 Fewer exits      21%
investment into PE funds           respondents expect more
by banks and insurers              distressed debt deals (90%)
more onerous.                      in the wake of the ongoing        Other, please specify 0%
                                   COVID-19 crisis. Continued
The effects of the current         travel restrictions and
crisis on the PE industry are      remote working could also
likely to be far less structural   lead to continued delays in

                                                                                                                               11
HOW WILL THE COVID-19 CRISIS AFFECT THE INDUSTRY                WHAT PLANS HAVE YOU PUT IN PLACE TO
     COMPARED WITH GREAT FINANCIAL CRISIS?                           MAINTAIN BUSINESS CONTINUITY DURING
                                                                     THE ONGOING COVID-19 CRISIS?
                                                                     (CHOOSE ALL THAT APPLY)

          24%                        More severely

                           44%                                          Succession planning                       77%
                                     Slightly more
                                     severely

                                     On a similar level
                                                                                    Increased
                                                                         communication with                      74%
          32%                                                          professionals and staff

                                                                            Enhancing digital                   70%
                                                                               due diligence

                                                                     Home-working protocols                     69%

     deals (82%), although the       pandemic, such as home-
     uptick in deals announced       working protocols (69%)          Upgraded cybersecurity              52%
     in Q3 suggests that some        and improved cybersecurity
     transactions which were         (52%). Surprisingly, only 28%
     put on pause at the start of    established a pandemic
     the pandemic are back on        task force.                      Investing in technology            49%
     the table.

     PE firms looking to put in                                      Documenting all policies
     place business continuity                                              and procedures             44%

     plans during the pandemic
     were split on the best way to
     do so: tasks that PE funds                                                   Travel bans
                                                                                                   38%
     have been tackling are
     succession planning (77%)
     and increased communication
     with professionals and                                              Pandemic taskforce      28%
     staff (74%), as well as the
     expected administrative
     protocols and procedural
     changes during the

12
LP trends: Co-investments                                             OVER THE LAST 12–24 MONTHS, HOW HAS THE
Co-investing, whereby LPs         Respondents were least likely       LEVEL OF INTEREST IN CO-INVESTMENT AND JOINT
in a fund invest directly into    to say that LPs’ interests in       VENTURES ON THE PART OF YOUR LPS CHANGED,
deals alongside the fund, has     specific targets was the main       IF AT ALL?
gained in popularity in recent    motivation for co-invests                               1%
years. In keeping with our        (20%), although this result
previous findings, the vast       was double last year’s (10%),
                                                                                                         Decrease
majority (74%) of firms report    suggesting that it is a                                          25%
an increased appetite for         growing trend.
                                                                                                         Stay about
co-invests and joint ventures                                                                            the same
among their LP clients over       Looking ahead, some of the
the past 12 to 24 months.         largest LPs invested in PE                                             Increase
                                                                         74%
                                  have signaled intentions to
Since the GFC, co-investment      commit to co-invests for the
capital nearly tripled to 28%     long term. The US$246bn
of all capital committed to       California State Teachers’
the PE asset class in 2019.       Retirement System, the
This is perhaps unsurprisingly    second-biggest pension
with deal sizes increasing—       scheme in the US, has said
the number of deals worth         it will continue to build out its   IN YOUR EXPERIENCE, WHAT IS THE PRIMARY
US$10bn or more has steadily      co-investment team in spite         DRIVER OF LP INTEREST IN CO-INVESTMENT
been increasing since 2015.       of the pandemic.                    OR JVs CURRENTLY?
Deals of that scale would be
difficult to pull off without
                                                                          LP desire for greater                        30%
co-investments.                                                       control over the direction
                                                                          of portfolio company
On the LP side, interest in co-
investments has been driven
in large part by a desire for                                           LPs seeking to average                        28%
more control, according to                                               down the overall cost
                                                                                  of investing
survey respondents. Nearly a
third (30%) of GPs say that
LPs are chiefly seeking greater
                                                                           LPs seeking to put
control over the direction                                                more capital to work
                                                                                                              22%

of their portfolio companies
while 28% say it is to average
down the cost of investing.
Just under a quarter (22%)                                                Strong LP interest in
                                                                                                            20%
                                                                               specific targets
say it is so LPs can put more
capital to work.

                                                                                                                        13
An open partnership
     One of the more notable            Among our respondents,            more challenging and fund
     industry innovations that has      56% of GPs have not sold a        managers seek alternative
     grown in popularity is GPs         minority stake in their firm      sources of capital in order to
     selling a minority piece of        over the last three years. Of     meet the GP commitments
     their own management firms         those who have not brought        to their own funds. If fund
     to third parties. This trend was   outside investors into the        managers are not able to
     best illustrated by the recent     management business, 37%          realize sufficient capital from
     announcement that Mubadala         are considering the possibility   the portfolios they manage,
     Investment Company, a UAE-         of selling a minority stake.      outside parties represent a
     based sovereign wealth fund,       Of those who did or are           credible substitute and may
     had acquired a stake in US         considering selling a minority    be capable of negotiating
     PE firm Silver Lake. As part       stake, the main driver for this   attractive buying terms
     of the deal, the PE house is       is succession planning (41%)      depending on the scarcity of
     launching a new long-term          followed by gaining access to     liquidity available to GPs from
     investment strategy with a         growth capital for new lines      portfolio company sales.
     25-year time horizon—far           of business (34%)—a change
     longer than the typical 10-year    from last year’s results, which   On the other hand, for many
     PE fund lifespan.                  found that gaining access         GPs selling an interest in their
                                        to growth capital was the         management firm, this is an
     This has been a gradually          primary driver (45%), while       opportunity to monetize the
     emerging trend but until           succession planning was only      intangible value they have
     recently has largely been the      cited by 30% of respondents       built over years of hard work.
     preserve of the very biggest       as a driver.                      However, if COVID-19 has a
     multi-strategy institutional                                         negative impact on incentive
     firms, many of which were          Over the next few years this      allocations, GPs may not
     founded decades ago and            trend has the potential to        consider it an opportune time
     have sought solutions to their     become more mainstream,           to sell and may prefer to wait
     succession needs.                  even among smaller managers       until the value of their firm
                                        and in non-buyout firms. In       returns to normal.
     That is beginning to change        recent months, for instance,
     as investment firms—often          Japanese financial services
     entities that would typically be   group Daiwa took a 40% stake
     classed as LPs—with limited        in German renewables fund
     in-house private markets           manager Aquila Capital.
     expertise seek to acquire that
     knowhow rather than develop        Despite some downsides,
     it organically. For their part,    including potential skepticism
     GPs can benefit from having        from the existing LP base,
     a long-term strategic partner      this trend could be boosted if
     alongside them.                    the exit environment becomes

14
OVER THE PAST THREE YEARS, HAS YOUR FIRM
SOLD A MINORITY STAKE IN THE GP/FIRM?

  56%                                    44%

                    No     Yes

IF NO, IS YOUR FIRM CONSIDERING THE
POSSIBILITY OF SELLING A MINORITY STAKE?

63%                                   37%

                    No     Yes

IF YES, WHAT IS OR WAS THE MAIN DRIVER OF
SELLING A MINORITY STAKE IN THE FIRM?

                                 Gaining access to
                                 growth capital for
                     34%         new lines of
                                 business
41%
                                 Gaining access to
                                 growth capital for
                                 new partners

              25%                Succession
                                 planning

                                                      15
Spotlight on APAC
The three major PE                loosening,” Siew Kam Boon, a      NUMBER AND VALUE (IN US$BN) OF PE BUYOUT
jurisdictions—North America,      partner in Dechert’s Singapore    DEALS IN APAC, 2015 – Q3 2020
EMEA and APAC—have seen           office, says.
their deal activity impacted
                                                                               150,000                                                    700
to different degrees by the       Unlike the US, for example,
pandemic. This correlates         these countries imposed                      120,000
                                                                                                                                          600
with varying responses to the     strict lockdown measures,

                                                                                                                                                Number of deals
                                                                    Value (US$m)
health crisis.                    track and trace approaches                       90,000
                                  and mask-wearing to curb                                                                                500
The first three quarters of       the virus. China, the world’s                    60,000
2020 saw US$80.5bn in             second-largest economy                                                                                  400
buyout deal activity in the       and responsible for around                       30,000

APAC region, an impressive        half of the region’s buyout
                                                                                         0                                                300
13% rise above the same           value, had one of the most                                 2015   2016   2017   2018    2019    2020
period in 2019. Volume over       effective outbreak containment
this period fell 8% to 379        responses. Unlike APAC’s other                    Q1         Q2          Q3        Q4          Number of deals
deals—a far less steep drop       major economies, China is not
than overall PE volumes. The      expected to fall into recession
top sector by a considerable      in 2020, albeit the IMF
distance was TMT with             prediction of 1.9% growth will
US$33bn invested, followed by     be far and away the weakest
pharma, medical and biotech       expansion in decades.
with US$13.4bn invested.
                                  “From a macro perspective,
These deal totals set the         conditions vary from
region’s PE market apart          jurisdiction to jurisdiction
as the least affected by the      and the rules within each
ongoing crisis. A number of       jurisdiction as to how they
countries in the region are       treat the COVID-19 crisis has
considered as having capably      varied,” says Ross Allardice,
contained the virus outbreak,     a partner in Dechert’s London
including China, South            office. “We seem to be seeing
Korea, Taiwan, Hong Kong,         the effects of that in the
Singapore, Vietnam, Thailand,     private markets as the crisis
Japan and Australia.              has affected the way people
                                  have been able to conduct
“In certain industries, the       business.”
pandemic is still having a
large impact, but by and          Consistent with this more
large, in Asia, COVID-19 is       effective curbing of the
quite contained and well dealt    health crisis in the region,
with. In many countries in        APAC respondents are
the region, people are more       marginally less concerned
or less going about their lives   by the effects of COVID-19
as normal and restrictions are    on the PE market than PE

16
PE BUYOUT VALUE BY SECTOR IN APAC (US$M),
2019–2020

                                                  $27,907
               TMT
                                                      $32,960

                                        $15,209
Pharma, Medical &
         Biotech                       $13,433

 Business Services                $11,118
                                  $10,522

      Industrials &               $11,212
        Chemicals
                               $6,832

                               $7,244
 Financial Services
                              $5,519

                                        $15,120
         Consumer
                             $4,793

                        $2,085
     Transportation
                        $2,374

                             $5,076
            Leisure
                        $1,454

  Energy, Mining &           $5,314
           Utilities    $1,282

                               $7,784
       Real Estate
                       $1,237

                       $273
        Agriculture
                       $46

                         $2,503
      Construction
                       $13

                        2019            Q3 2020

                                                                17
executives in other regions.       IN YOUR ESTIMATION, WHICH CURRENT OR UPCOMING
Rather, their biggest concern      DEVELOPMENTS IN ASIA-PACIFIC WILL HAVE THE BIGGEST EFFECT
is Sino-American diplomatic        ON THE DEAL ENVIRONMENT OVER THE COMING 12–18 MONTHS?
relations, which are at their      (RANK THE TOP TWO 1-2, WHERE 1 IS MOST IMPORTANT)
worst in a generation. Half
said the ongoing US–China                                                  10%
                                    Debt levels in China
trade conflict is the current                                     5%
development expected to                 China economic                           15%
have the biggest detrimental                  slowdown                           15%
effect on dealmaking over                Impacts of the                                20%
the next 12–18 months.                  COVID-19 crisis                                      25%

Just behind this, 45% of                 US-China trade                                      25%
APAC respondents expect the                     conflict                                     25%

COVID-19 crisis to have the                    Potential                               20%
                                     downturn/recession                          15%
largest impact on the deal
                                   Ongoing disputes and 0%
environment.                       protests in Hong Kong 0%
                                    Heightened tensions
                                                                           10%
The two are not unrelated.                between India
                                                                                 15%
                                             and China
Last year, the trade war
loomed large, but this has                                    1        2
not abated. Instead, the US
and Europe are taking an
increasingly arms’-length
approach to China, APAC’s
geopolitical and economic
locus. This widening
                                   “In certain industries, the
geopolitical chasm and              pandemic is still having a large
economic decoupling from
China have the potential to         impact, but by and large, in Asia,
frustrate PE activity in certain
industries and cross-border         COVID-19 is quite contained and
dealmaking in particular.
                                    well dealt with.”
These tensions are being felt
intra-regionally too. Both          Siew Kam Boon, Dechert
India and Japan introduced
tighter restrictions on foreign
investment in 2020, the
latter cutting the threshold
requiring foreign investors
to notify regulators prior to
share purchases in sensitive
companies from 10% to
just 1%.

18
“There are various dimensions     APAC will also be responsible
to current geopolitical           for around 90% of the 2.4
tensions beyond just the trade    billion members of the middle
war between China and the         class underpinning future
US,” says Boon. “Depending        demand. This will largely
on the jurisdiction of the        come from China, India and
acquirer and the target as        Southeast Asia’s high-growth
well as the industry the target   developing markets.
is engaged in, certain cross-
border deals are taking longer    Not only does APAC have
within the region because of      an unmatched economic
these frictions. India, Japan     profile—both in size and
and Australia have imposed        growth—it is significantly
new foreign investment rules      under-penetrated by PE. APAC
and certain others within         currently represents just 25%
the region have developed         of the global PE industry. This
informal policies along similar   leaves headroom and runway
veins. Factory production is      for significant growth for the
being repatriated by Japan        next decade at least. These
and India or moved out of         fundamentals will ensure
China into Southeast Asia.”       that PE investors remain
                                  compelled by the APAC
The ongoing geopolitical          growth story, in spite of
tensions could accelerate a       current geopolitical tensions.
growing trend of the past few
years: the increasing foreign
direct investment (FDI) in
Southeast Asia, as well as
growth in the region’s
manufacturing sector.

Diplomatic challenges
notwithstanding, APAC
represents a huge opportunity
for the PE industry. For one,
it is the world’s fastest-
growing region, propelled by
demographic tailwinds and a
growing consumer class. In
2020, Asia’s GDP is expected
to overtake the GDP of the rest
of the world combined and by
2030 will contribute 60% of
global growth, according to
the World Economic Forum.

                                                                    19
Deal targeting:
No stone unturned

Unsurprisingly, the onset of       houses in order and ensured      WAS YOUR MOST RECENT PRIMARY LEVERAGED
the COVID-19 pandemic at the       that their portfolios were on    BUYOUT VIA AN AUCTION PROCESS?
end of Q1 precipitated a sharp     a firm footing, things have
tumble in PE dealmaking, but       returned to some degree of
activity has already rebounded     normality, especially on the     49%                                 51%
significantly in Q3.               transaction side. Funds are
                                                                                        No     Yes
                                   looking at buying and selling
Globally, there were 1,510         again. There was a shock, but
transactions worth an aggregate    it appears to have been
US$234.7bn across the first        relatively short-lived.”
six months of the year, a 19%                                       said that the process took
drop in volume and a 22% drop      In spite of the rise in buyout   longer during the COVID-19
in value on the same period in     activity in Q3, certain          outbreak; 22% said it took
2019. Q3, however, witnessed       challenges for the industry      substantially longer.
750 deals worth US$148.1bn,        remain as the global economy
representing a 10% rise in         faces difficult conditions       Another potential challenge
value, although volume was         amidst a second wave of          is achieving adequate due
down 21% on Q3 2019.               infections in parts of the       diligence on assets. Analyzing
                                   world and subsequent social      profit and loss accounts and
“GPs spent much of March           distancing measures.             balance sheets is only one part
through to June in 2020 in                                          of the diligence equation. Flying
crisis management of their         Sales processes could take       to meet senior management
portfolios, making sure their      longer to complete, for one.     teams has been frustrated
businesses had sufficient          Just over half (51%) of          by lockdowns and a greater
capital, because people were       respondents said that their      aversion to in-person meetings.
initially fearing a potential      most recent leveraged buyout     While videoconferencing tools
capital crunch,” said Bolsinger.   was done via a traditional       have helped to keep business
“However, once they put their      auction process, and 55%         processes—and indeed the

20
global economy—in motion,          WHAT DO YOU SEE AS THE BIGGEST CHALLENGES CURRENTLY FACING THE PRIVATE
they are a meager, though          EQUITY INDUSTRY?
unavoidable, substitute for
sitting across the table from a         Protecting portfolio companies                                  24%
senior management team and         in the wake of the COVID-19 crisis                                               31%
being able to read the room.
                                             Valuation uncertainties
                                           making buyers and sellers                             17%
Another issue is the simple                     reluctant to transact               8%

challenge of agreeing on
price. Businesses largely                 Amount of dry powder and              7%
                                         ability to put capital to work                  10%
unaffected or even buoyed
by COVID-19 continue to                        Exiting investments at
                                                                                          11%
demand elevated evaluations.                   high enough multiples
                                                                                          11%
However, businesses that have                   to exceed hurdle rate

been affected are faced with
                                                                                7%
a pandemic discount and the                            High multiples
                                                                               6%
task to pro-forma adjust their
financials for the COVID-19                                                                       18%
                                               Availability of leverage
disruption. Those are the                                                       7%
transactions for which bridging
                                               Region-specific factors
the gap between the seller’s                (e.g. macroeconomic and
                                                                                                16%
expectations and the buyer’s                                                                                  27%
                                                   geopolitical issues)
assessment of value can be a
challenge, especially where the                                           1     2
long-term impact of current
events on the business model
and earnings of a company is
open to interpretation.
                                   earn-outs help to give buyers
                                   peace of mind and reward                   “It can be difficult at
One way to address the gap
                                   sellers who are true to their
                                   word on the prospects of the
                                                                               times like this for parties
between seller expectation
and buyer assessment is
                                   businesses they are selling.”
                                                                               to agree on price and
the inclusion of earn-out
provisions. These are of
                                   While valuation uncertainties
                                   which make buyers and sellers
                                                                               earn-outs help to give
particular relevance in light of
current economic and trading
                                   unwilling to transact were cited
                                   by 17% of respondents as the
                                                                               buyers peace of mind.”
conditions and can help buyers     greatest challenge to the PE                Markus Bolsinger, Dechert
and sellers to get a deal over     industry, managing existing
the finish line.                   assets pose a bigger concern.
                                   Indeed, 31% ranked protecting
“We have seen more earn-outs       portfolio companies in the wake
to bridge the total valuation      of the crisis as the biggest
gap,” said Bolsinger. “It can be   challenge to the industry—and
difficult at times like this for   24% cited it as the second-
parties to agree on price and      greatest challenge.

                                                                                                                          21
Closing the deal                    MAC clauses have historically      HAVE YOU SEEN A SIGNIFICANT CHANGE IN
Once a price has been agreed        been rarer than in North           THE NEGOTIATION AND/OR WORDING OF WHAT
to, much can still go wrong         America—say they have seen         CONSTITUTES A MAC (MATERIAL ADVERSE CHANGE)?
before the deal is completed.       an increase in their usage in
This is where material adverse      their jurisdictions.               25%                                             75%
change (MAC) clauses come in.
A MAC clause gives the buyer        Nonetheless, the increasing                           No   Yes
the right to walk away from a       usage of MAC clauses and
deal should events drastically      the greater attention paid to      HAVE YOU SEEN AN INCREASE IN THE USE OF MAC
change after the deal has been      their negotiation should not       (MATERIAL ADVERSE CHANGE) CLAUSES IN YOUR
agreed but before it has closed.    be seen as a major obstacle        JURISDICTION? (YES ONLY)
                                    to dealmaking. MAC clauses
Historically, these clauses         are typically not a central        Asia-Pacific                        75%
have been necessarily broad as      negotiating point in APAC
they are intended to address        transactions, said Boon.
circumstances that are not          “Parties usually reserve their
known at the time of the            negotiation capital for other            EMEA                                86%
negotiation. In 2020, they have     things. But this year, MAC
been brought into sharper focus     clauses have been a focus,
in light of market turbulence.      particularly if the transaction               -
                                    completion date is stretched       HAVE YOU SEEN AN INCREASE IN WARRANTY AND
Given the downturn in               out,” she added.                   INDEMNITY INSURANCE BEING USED? (YES ONLY)
the economy and the
unpredictability of the recovery,   Mitigating exposure                  Asia-Pacific
                                                                                 -                          70%
MAC clauses will continue to        In keeping with a more
be subject to greater scrutiny      unpredictable market,
in deals going forward—M&A          respondents across all regions
                                                                               EMEA
                                                                                 -
practitioners will be running       (80% in EMEA, 70% in APAC                                                     80%
a fine-tooth comb over their        and 69% in North America)
precise definition to avoid         have seen an increase in M&A
being unexpectedly on the           insurance (representation and      North America
                                                                                                           69%
hook. Three-quarters (75%)          warranty insurance in North
of all respondents have seen        America and warranty and
a significant change in the         indemnity insurance in
negotiation and/or wording of       EMEA and APAC) being                              -
what constitutes a MAC.             used in transactions.              The use of M&A insurance
                                                                       can help sellers to transfer
Moreover, as a result of the        “The market is still red hot for   indemnity-risk to insurance
                                                                                  -
pandemic, the inclusion of MAC      warranties and indemnities         providers in  order to protect
clauses in merger agreements        insurance in APAC and EMEA,”       themselves against having to
could expand in regions where       said Boon and Allardice.           return proceeds to the buyer for
they are not as commonly            “And the same is true for          losses after the deal has closed.
used. The vast majority of          representation and warranty
respondents in EMEA (86%)           insurance in North America.”
and APAC (75%)—where

22
Taking a smaller piece                    the majority of PE investment                been willing to accept PE
Private equity is typically               activity, 98% of firms surveyed              investments are more likely
associated with the acquisition           said their firms made minority               to seek financing options as
of majority positions in                  investments.                                 earnings come under pressure.
companies via leveraged                                                                Even in a benign economic
buyouts, and management                   There is potential for this                  environment, minority deals
teams retaining a minority                investment type to increase                  have the advantage of allowing
stake to ensure their interests           over the next 12 to 24                       the current owners to retain
are aligned with the GP.                  months in light of current                   control over their business.
Although this established                 circumstances. For one, owners               The minority alternative is
model continues to constitute             who might not have previously                comparatively more appealing.

DOES YOUR FIRM MAKE MINORITY STAKE                         IF YES, WHAT IS THE MOST IMPORTANT DRIVER OF
INVESTMENTS?                                               MINORITY STAKE PURCHASES OR RETENTIONS BY
                                                           YOUR FIRM?
2%                                                  98%                    Allows us to
                                                                   combine efforts and          9%
        No       Yes                                        expertise with other buyers
                                                                (strategic or financial)

                                                              When retaining minority
DOES YOUR FIRM EVER RETAIN A MINORITY STAKE                      stake at exit, allows               15%
WHEN EXITING A PORTFOLIO COMPANY?                               us to reap benefits of
                                                             company’s further growth

64%                                                36%      Increases pool of potential                    20%
                                                                    investment targets
                             No     Yes

                                                                Makes us attractive to
                                                            founders who are resisting                      24%
IF YES, OVER THE LAST 12–24 MONTHS, HOW                          a control investment
HAS YOUR FIRM’S TARGETING OF MINORITY STAKE
INVESTMENTS (OR THE RETAINING OF A MINORITY
                                                                        Opportunity for
STAKE WHEN EXITING A PORTFOLIO COMPANY)                         lower-risk investments/                           32%
CHANGED, IF AT ALL?                                               diversification of risk

  Decreased            15%

Stayed about
                             35%
    the same

   Increased
                                   50%

             -
                                                                                                                        23
Getting creative
                                                                       PE firms remain equipped
                                                                       with capital commitments,
                                                                       the volume of which they
                                                                       have never previously seen.
                                                                       Although the buyout market
                                                                       saw a sharp quarter-on-quarter
                                                                       rise in Q3, many industrials
                                                                       are still facing challenging
                                                                       conditions which have put their
                                                                       valuations under pressure.
                                                                       In such cases, GPs will be
                                                                       incentivized to get creative
                                                                       with their deal structures and
                                                                       find mutually attractive deals
                                                                       in order to compel owners who
                                                                       may be reluctant to sell unless
For GPs, the flexibility to        Of those firms who participate      they have to.
make a minority investment         in minority stake acquisitions
can increase the likelihood        or minority rollovers, 50% have     In addition to eyeing carve-
of securing a deal and a           increased this activity over        outs and minority stake
meaningful foothold in an          the last two years while 35%        opportunities, firms are more
attractive asset at a favorable    have maintained levels. Nearly      likely to weigh up strategic
valuation, since sellers are not   a third (32%) stated that the       alignments with corporates
risking selling most of their      most important driver of these      and companies that have
equity at a bargain price.         deals is the opportunity for        come under stress amid the
                                   lower-risk investments or to        pandemic. Nearly all (98%)
Another related trend of recent    diversify their risk, followed      of respondents at present are
years has been for GPs to          by 24% who said such                likely—and 54% very likely—
retain a minority stake when       arrangements are attractive to      to consider partnerships with
exiting a portfolio company.       founders who are resisting a        strategic buyers.
This has the benefits of giving    control investment.
the selling fund exposure to                                           The benefits of such
future upside in a company         One of the potential                partnerships are two-fold. The
and a management team they         complications of this trend is      GP gains tacit sector knowhow
know and believe in. While         putting in place M&A insurance      which can help to deliver
rolling over a portion of its      when the GP is exiting ahead        higher-value gains and de-risk
investment in connection with      of the majority shareholder.        the investment. It also gives
a sale is less popular than        Insurers can sometimes be           the GP a potentially effortless
minority investing, it is still    hesitant to underwrite risk for a   exit route as the strategic will
employed by a clear majority       minority investor who does not      often have a prearranged call
of GPs where it makes sense to     have operational control—this       option or similar arrangement
do so—64% of firms reported        is something GPs will have to       on the asset and will already
conducting these minority          bear in mind as these deals         know it intimately.
position retentions.               become more commonplace.

24
Distressed deals are another                            Other provisions that may                            debt and can help to give GPs
deal type that is being widely                          become more popular are                              greater security, limiting their
considered—as much as 87%                               structured equity investments                        downside risk, while staggering
of firms are currently weighing                         with varying levels of                               follow-on investments in
such transactions. It goes                              seniority and convertible or                         tranches can ensure funds
without saying that business                            exchangeable options, as well                        increase their exposure to
defaults will be elevated                               as tranche provisions that                           a business only when it
through 2020 and likely 2021,                           allow GPs to make follow-                            proves that it can perform
especially in sectors hit hard by                       on investments, provided                             in challenging economic
the pandemic. This will present                         that agreed performance                              conditions. The bottom line is
an opening for opportunists                             milestones are reached. These                        that creativity and flexibility in
and distressed debt funds in                            are especially attractive in the                     deal structuring can improve
particular, which can acquire                           current environment. These                           the chances of deals closing
debt for a fraction on the dollar                       structured equity investments                        as the buy-side and sell-side
and force equity swaps.                                 can take the form of equity or                       make concessions.

HOW LIKELY IS YOUR FIRM TO CONSIDER THE FOLLOWING DEAL TYPES AT PRESENT? (SELECT ONE FOR EACH TYPE)

           Investment in structured               13                              36                                13                                   38
  equity/salvation capital structures

                    Distressed deals                                  42                                                         45                           1         12

                        Take privates             13                           32                            12                                     42                        1

               Private investment in
                                         2                      33                                    21                                        42                           2
                public equity (PIPE)

       Carve-out of orphan/non-core                                   43                                                28                       14                    14     1
     divisions from corporate sellers

 Vertical integration with a portfolio            13                                        52                                          13                        22
    company rather than horizontal

Combining a portfolio company with           5                21                                             51                                                23
   another firm’s portfolio company

  Partnerships with strategic buyers                                        54                                                                 44                            2

                                                 Very likely – this deal type is appealing in the current environment            Somewhat likely – we’re open to the idea

                                                 Not very likely – this deal type doesn’t work for our model or is unappealing          Depends entirely on the particular deal

                                                 Unclear at present

                                                                                                                                                                                  25
Buy-and-build                       “Add-on acquisitions present                     As earnings come under
     Roll-up strategies are one of       a lower risk than acquisitions                   pressure, the synergistic
     PE’s ways of creating value—        of a new platform, since the                     cost savings that can be
     GPs can outsize their returns       GP already is invested in the                    achieved through clubbing
     by buying a platform company,       industry,” Bolsinger stated.                     assets together will continue
     bolting numerous companies          “In addition, these deals are                    to make buy-and-builds more
     on to it and selling the enlarged   often proprietarily sourced,                     compelling. Moreover, given
     entity.                             using management’s and the                       that the exit environment
                                         GP’s existing contacts with                      is likely to prove more
     The strategy also tends to          and knowledge of the other
     be more attractive in the           market participants.”
     recessionary environment. Buy-                                                       DOES YOUR FIRM USE THE BUY-AND-BUILD
     and-build transactions are one      This is a tried-and-tested                       STRATEGY (DEFINED AS TARGETING ADD-ON
     of the few forms of M&A which       method. More than two-thirds                     ACQUISITIONS TO A PLATFORM COMPANY OVER
     have increased in number            (68%) of firms use buy-and-                      THE COURSE OF A HOLD PERIOD) AT ANY OF ITS
     throughout 2020. There were         builds at any of their portfolio                 PORTFOLIO COMPANIES?
     1,249 such transactions in the      companies and, of those,
     first three quarters of the year,   around one-third (34%) of
     a 28% increase YOY, although        their portfolio companies                        32%                                      68%
     the size of these deals has         pursue the strategy.
                                                                                                        No        Yes
     been smaller—despite the rise
     in volume, total value of such
     transactions dropped 29% over       IF YES, WHAT ARE THE BIGGEST CHALLENGES YOUR FIRM FACES WHEN MAKING ADD-ON
     the same period to US$32bn.         ACQUISITIONS FOR A PLATFORM COMPANY? (SELECT TOP TWO AND RANK THEM 1-2,
                                         WHERE 1 IS MOST IMPORTANT)
     The reason this strategy
     is so compelling is that                  Gaining buy-in from management                                     15
     there is often an arbitrage               teams at the acquired companies                                               21

     opportunity. Smaller companies
                                         Generating and/or raising enough capital
     generally trade at lower                    (including debt) at the platform
                                                                                                                                         32
                                                                                                                   16
     earnings multiples than larger         company to make add-on purchases
     businesses and there is less                          Formulating a strategy
                                                                                                                                     31
     competition for these assets                       to achieve synergies and
                                                                                                                        19
                                                growth for the enlarged company
     as they can fly under investors’
     deal sourcing radars. GPs not                         Identifying a sufficient
                                                                                                             13
     only benefit from building a                     number of suitable add-on
                                                                                                                              22
                                                   targets during the hold period
     bigger and better asset, they
     can compound their return                            Integrating the add-on                    9
     by coming in at a lower entry                        acquisitions effectively                                            22
     multiple and exiting at a
     higher multiple.                                                                 1         2

26
challenging, rather than           Challenges remain                               for the enlarged company is
bringing assets to market,         For all the benefits of scaling                 their greatest concern.
GPs may spend more time            up a platform business, buy-
developing their existing assets   and-builds are not without their                “The biggest challenge
through add-ons and put the        challenges. For one, there are                  has been the complexity
new and improved business          financing demands that may                      of executing these,” said
up for sale when market            not be able to be met by the                    Boon. “The key problem is
conditions have stabilized.        PE fund itself over concerns of                 first identifying targets that
                                   concentrating too much capital                  can be synergistic and then
Tech synergies                     into one portfolio company.                     fulfilling the requirements of
Technology is also taking a        This requires debt financing                    achieving those synergies. The
central role, whereby add-on       and 32% of GPs that use this                    execution of these deals is fairly
acquisitions can harness the       strategy say that generating                    complex in Asia, particularly
tech assets of the platform,       and/or raising enough capital                   with its diverse rules around
providing a further synergistic    (including debt) at the platform                foreign ownership restrictions,
dimension to build-outs.           company to make add-on                          regulatory approvals, exchange
For 29% of firms, the first-       purchases was their biggest                     controls and stakeholder
choice investment thesis for       challenge. This is closely                      interests, among others. So,
a buy-and-build is building a      followed by 31% who say                         GPs need to think carefully
platform company around a          that formulating a strategy to                  before executing these
core technology. The second        achieve synergies and growth                    strategies.”
most favored strategy, cited
by 31% of respondents, is
building a dominant player         IF YES, WHICH BUY-AND-BUILD STRATEGIES DO YOU CURRENTLY USE MOST OFTEN?
in an emerging sector,             (SELECT TOP TWO AND RANK THEM 1-2, WHERE 1 IN MOST COMMON)
benefiting from the early-mover
advantage.                                     Acquiring synergistic/                                        22
                                             complementary products                                                     28

It is perhaps unsurprising,
then, that add-on investments             Building a dominant player                                         22
                                               in an emerging sector                                                          34
have proved exceptionally
popular in the TMT sector this
                                    Building up a platform company                                                       29
year. The total value of such              around a core technology                                                26
deals reached US$12.9bn in
the first three quarters of the                Regional consolidation
                                                                                                           21
year, more than four times          (i.e. acquiring similar businesses
                                                                                           9
                                        located in one specific region)
the total value over the same
period the year before.                        Regional diversification
                                                                                   6
                                   (i.e. combining similar businesses
                                                                               3
                                           located in different regions)

                                                                           1           2

                                                                                                                                   27
28
Carve-outs
Acquisitions of corporate           “Conglomerates that are            OVER THE NEXT 12-18 MONTHS, WHAT DO YOU
assets can be expected to rise,     over-leveraged and have            EXPECT TO HAPPEN TO THE NUMBER OF CARVE-
not in spite of the coronavirus     collateralized heavily against     OUTS TARGETED BY YOUR FIRM?
pandemic but because of it.         their assets have been looking
After more than a decade            at divesting their assets to                             10%
of accumulating debt in             delever as well as to conserve                                           Decrease
the low-rate environment            liquidity for existing assets.
precipitated by the GFC,            That’s happening more and                                                Stay about
corporate liabilities are at an     more, particularly because of                                    30%     the same
all-time high. The amount of        the COVID-19 situation,” said
                                                                        60%                                  Increase
global debt from financial and      Boon.
non-financial corporates rated
by S&P Global Ratings topped        Of course, PE houses
US$20.6 trillion in 2020. As        themselves may utilize carve-
earnings come under pressure        outs as a strategy for their
amid the economic fallout of        own assets—indeed, 17%
the health crisis, this could       of firms said they anticipate
tip some large businesses into      carving out units of portfolio     IN YOUR OPINION, WHAT IS THE MOST IMPORTANT
default territory.                  companies. This may come as        CURRENT DRIVER OF CARVE-OUT ACTIVITY?
                                    existing portfolio businesses
An attractive option for            come under pressure and
corporates seeking to               GPs seek ways to drum up           Corporates selling business                        33%
                                                                           units to pay down debt
deleverage their balance            cash, but going forward, fund
sheets is to review their           managers are also likely to
operations to identify any          scrutinize new deals more
                                                                               Corporates shoring
non-core business units that        carefully over the coming                         up liquidity
                                                                                                                 21%

can be divested. Well over half     months for opportunities to
(60%) of respondents in our         streamline assets by selling off
research expect to increase         superfluous units in the target     PE firms carving out units           17%
the number of carve-outs            business.                              of portfolio companies
targeted by their firm over the
next 12-18 months; further,
corporates’ need to pay down                                             Divestitures required by          15%
                                                                        merger control authorities
debt is seen by 33% of GPs
as the most important current
driver for this activity over the
                                                                          Corporates rationalizing
next few years.                                                           non-core business units
                                                                                                           14%

                                                                                                                           29
Spotlight on North America
In the first three quarters                              to already be making a                                    in business models that
of 2020, North America                                   comeback, with 19 US$1bn-                                 flourished in pre-lockdown
saw 921 PE buyouts, worth                                plus buyouts announced in                                 times but have been stopped
US$151.4bn in total—a                                    the region in Q3, more than in                            in their tracks in 2020, with
23% decrease in volume                                   all of the first half combined                            traditional retail, leisure
and a 29% decrease in value                              and in Q3 of the previous year.                           and hospitality in particular
compared to the same period                                                                                        exposing their vulnerabilities.
in 2019. This is a steeper fall                          The top sector across the                                 Conversely, many tech and
than either the APAC or EMEA                             first three quarters was TMT                              software businesses have not
regions—likely a reflection                              with US$59.7bn in total deal                              only withstood the effects of
of the high number of                                    value. This in part speaks to                             lockdown but boomed as a
COVID-19 cases in the region.                            the broad reach of this sector,                           consequence, as consumers
Nonetheless, Q3 has seen a                               covering as it does technology,                           and businesses came to
sharp rise in buyout activity                            media and telecoms. But                                   depend upon their products
on the previous quarter, with                            the strong showing of TMT                                 and services amid lockdown
value increasing by 229% to                              also reflects the prospects                               conditions and remote
US$71.9bn, while volume                                  of technology and software                                working.
rose 16% to 281 deals.                                   businesses. The pandemic
                                                         has revealed weaknesses                                   One-third (33%) of North
Bigger deals also appear

NUMBER AND VALUE (IN US$BN) OF PE BUYOUT                                                   IN YOUR ESTIMATION, WHICH CURRENT OR UPCOMING
DEALS IN NORTH AMERICA, 2015 – Q3 2020                                                     DEVELOPMENTS IN NORTH AMERICA WILL HAVE THE BIGGEST EFFECT
                                                                                           ON THE DEAL ENVIRONMENT OVER THE COMING 12-18 MONTHS?

                300                                              1,800                                                                                                   33%
                                                                                            Impacts of the COVID-19 crisis                                   22%
                250                                              1,500                              2020 US presidential                               18%
                                                                                               and congressional elections                             18%
                                                                         Number of deals
Value (US$bn)

                200                                              1,200
                                                                                                                             0%
                                                                                                                Civil unrest 0%
                150                                              900
                                                                                                                                             11%
                                                                                              Potential downturn/recession                                         27%
                100                                              600
                                                                                                   ESG factors in business 0%
                                                                                                                                  2%
                 50                                              300
                                                                                                                                  2%
                                                                                                         Economic growth               5%
                  0                                              0
                      2015   2016   2017   2018   2019    2020                                                                                                     27%
                                                                                                 Partisan political gridlock                     13%
                 Q1          Q2       Q3          Q4       Number of deals                                                                  9%
                                                                                                        US trade conflicts                       13%

                                                                                                                       1           2

30
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