Global Private Equity Outlook 2021 - Dechert LLP
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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. 2
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
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
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
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. 6
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
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. 8
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
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
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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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