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Asia’s Private Equity News Source avcj.com February 28 2017 Volume 30 Number 08
EDITOR’S VIEWPOINT Back office tasks for Asia PE are a balancing act Page 3
NEWS AirTree, Bain, Boyu, CDC, CyberAgent, Hillhouse, IDFC, IDG, IFC, INCJ, Kickstart, Kejora, KKR, Manipal, MBK, Permira, Sequoia, Temasek Page 4
FUNDS Odyssey brings together Australian PE veterans Page 12 Relationship building pays off for ChrysCapital Page 13
LP INTERVIEW Untangle the PIPEs Tsinghua University Education Foundation Indian GPs make the case for investing in the country’s public markets Page 7 Page 15
FOCUS DEAL OF THE WEEK
PE pays its respects Muscling to the top GPs make inroads in Asia funeral services Page 10 Navis-backed start-up in fitness merger Page 13 16th Annual Private Equity & Venture Forum
China15-16 March2017 2017 • Beijing GLOBAL PERSPECTIVE, LOCAL OPPORTUNITY Now in its 16th year, the AVCJ Private Equity and Venture Forum - China is the premier gathering of the China’s most influential private equity GPs and LPs, government regulators, senior corporate executives and other professionals. REGISTER Join and connect with 360+ industry professionals for two days of thought- NOW! provoking debate, in-depth discussion on market trends, networking and more.
HEADLINE SPEAKERS
Jiming Ha Ou Wang Patrick Zhong Vice Chairman and Managing Director and Head Chief Investment Officer Chief Investment Strategist of Private Equity Investment WANDA GROUP GOLDMAN SACHS PRIVATE Department, CHINA WEALTH MANAGEMENT CHINA INVESTMENT CORPORATION
CONFIRMED SPEAKERS INCLUDE: Edward J. Grefenstette Jonathan Zhu David Wei President & Managing Director Chairman and Chief Investment Officer BAIN CAPITAL Founding Partner THE DIETRICH FOUNDATION VISION KNIGHT CAPITAL
Julian Cheng Dave Brochet Jeffrey Li Co-head of China Managing Director Managing Partner WARBURG PINCUS CDPQ ASIA PACIFIC TENCENT INVESTMENT PTE LTD
Keep up-to-date with confirmed speakers at avcjchina.com
Registration enquiries: Sponsorship enquiries: Anil Nathani T: +852 2158 9636 Darryl Mag T: +852 2158 9639 Enquiry E: [email protected] E: [email protected]
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Join your Join our peers WeChat for latest avcjchina.com #avcjchina AVCJ Feeds 16th Annual Private Equity & Venture Forum EDITOR’S VIEWPOINT [email protected] China15-16 March2017 2017 • Beijing GLOBAL PERSPECTIVE, LOCAL OPPORTUNITY Managing Editor Now in its 16th year, the AVCJ Private Equity and Venture Forum - China is the Tim Burroughs (852) 2158 9661 premier gathering of the China’s most influential private equity GPs and LPs, Associate Editor Information issues Winnie Liu (852) 2158 9663 government regulators, senior corporate executives and other professionals. REGISTER Staff Writer Join and connect with 360+ industry professionals for two days of thought- NOW! Holden Mann (852) 2158 9646 provoking debate, in-depth discussion on market trends, networking and more. Justin Niessner (852) 2158 9678 Design FOR MOST FUND ADMINISTRATORS, A office and front office reporting – systems that Edith Leung, Mansfield Hor HEADLINE SPEAKERS desired business evolution scenario for Asia – and slice and dice portfolio specific data to show how Rana Tang principally China – is as follows: A GP raises two capital from a particular LP has been allocated Events Jiming Ha Patrick Zhong or three funds, relying solely on friends-and- across different deals, geographies and sectors? George Sengulovski, Ou Wang family money at first and adding a sprinkling of Anecdotal evidence suggests many GPs find Vice Chairman and Chief Investment Officer Jessie Chan, Jonathon Cohen, Managing Director and Head institutional capital later on. Fund IV involves a these costs harder to justify. Chief Investment Strategist of Private Equity Investment WANDA GROUP Sarah Doyle, step up in size, and hopefully in LP quality as well, Asked whether they were planning to Amelie Poon, Fiona Keung, GOLDMAN SACHS PRIVATE Department, CHINA WEALTH MANAGEMENT CHINA INVESTMENT CORPORATION and the back office requirements reach the point modernize and develop their internal processing Jovial Chung, where there is no desire to continue performing in 2017, 30% of Asian respondents answered Marketing these functions in house. So the GP outsources in the affirmative, compared to 60% in the Agrina Sandri, Priscilla Chu, CONFIRMED SPEAKERS INCLUDE: these services to an administrator. Americas and 55% in EMEA. Peculiarly, the 2016 Yasna Mostofi Beyond areas such as custodian services, to figure for Asia was 50%, roughly in line with Edward J. Grefenstette Jonathan Zhu David Wei outsource or not to outsource is traditionally other markets. In another part of the survey, Research Amy Wu, Helen Lee, President & Managing Director Chairman and viewed in the context of size, resources and habit. Asian GPs indicated they saw less of a challenge Chief Investment Officer BAIN CAPITAL Founding Partner Herbert Yum, And outsourcing is generally on the rise in Asia, in LP communications than their Americas and THE DIETRICH FOUNDATION VISION KNIGHT CAPITAL Kaho Mak, Tim Wong as investor bases become more international, EMEA counterparts. Investment opportunities, investors seek larger amounts of information fundraising and market regulation are by some Sales from managers, and greater regulation adds distance their biggest concerns. Anil Nathani, Darryl Mag, Debbie Koo, weight to the administrative burden. LP respondents were also less worried Julian Cheng Dave Brochet Jeffrey Li Samuel Lau, The 2017 edition of fund administrator about GP-LP communications than other Co-head of China Managing Director Managing Partner Gavin Lam, Pauline Chen WARBURG PINCUS CDPQ ASIA PACIFIC TENCENT INVESTMENT Augentius’ annual global survey of private issues, although their biggest administrative PTE LTD equity fund managers appears to confirm this frustrations are lack of transparency around fees, Subscriptions trend. Across compliance, fund administration, late reporting and insufficient detail in reporting. Jade Chan, Karina Ting regulatory reporting, taxation and legal services, The latter two have separately been described Sally Yip Keep up-to-date with confirmed speakers at avcjchina.com the percentage of Asian respondents expressing as areas in which some LPs – attitudes can vary Publishing Director a willingness to outsource is not particularly considerably – are likely to give Asian GPs a break, Allen Lee Registration enquiries: Sponsorship enquiries: out of step with the Americas and Europe, the prioritizing market access over seamless delivery Middle East and Africa (EMEA). Indeed, in all of information. It remains to be seen how long Anil Nathani T: +852 2158 9636 Darryl Mag T: +852 2158 9639 bar fund administration, Asian managers have this lasts. Hong Kong Headquarter Enquiry E: [email protected] E: [email protected] more intent to outsource than their EMEA Suite 1602-6 Grand Millennium Plaza counterparts. 181 Queen’s Road Asia Series Sponsor Co-Sponsors But how far are private equity firms in Central Hong Kong this region willing to go in order to deliver Tim Burroughs T. (852) 2158 9700 consistency, standardization and automation? Is Managing Editor F. (852) 2158 9701 E. [email protected] there, for example, growing demand for middle Asian Venture Capital Journal URL. avcj.com
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Permira-owned Sushiro bike rental services start-up, while existing GLOBAL backer Hillhouse Capital has also re-upped. The targets $728m IPO investment follows a $215 million Series D round Bilden withdraws from Sushiro Global Holdings, a sushi restaurant chain led by Tencent Holdings and Warburg Pincus in majority-owned by Permira, is looking to raise up early January, and a strategic investment from navy secretary nomination to JPY82.4 billion ($728 million) through an IPO Taiwan-based manufacturing giant Foxconn Philip Bilden, the former Asia head of in Tokyo. The company plans to sell up to 21.1 Technology Group weeks later. HarbourVest Partners, has withdrawn himself million shares at an indicative price of JPY3,900 from consideration to be US navy secretary. apiece, for a valuation of JPY107 billion overall. KKR invests in Gambol Pet Bilden said he would be unable to satisfy the Permira intends to offload 18.9 million shares ethics requirements “without undue disruption in the offering, generating proceeds of JPY73.7 Group and materially adverse divestment of my family’s billion and taking its stake from 94.7% to 30.9%. KKR has invested in Gambol Pet Group, a private financial interests.” China-based pet food product company. The commitment came through KKR’s $1 billion K2 Global raises $183m for China Growth Fund. Gambol is one of the largest pet food exporters in China, supplying products US-Asia VC fund including dry food, wet food, real meat jerky K2 Global has raised $183 million for its debut treats and dental bone to overseas markets. venture fund, which aims to promote cross- border development in Asian and US technology PE-backed SF Express lists start-ups. The vehicle will focus on mobile, e-commerce, financial technology, augmented in Shenzhen and virtual reality, artificial intelligence, China’s largest express delivery services provider autonomous vehicles and machine learning. SF Express, which is backed by several PE investors, has completed a backdoor listing in The GP bought Sushiro from Unison Capital Shenzhen that values the business at RMB43.3 AUSTRALASIA in 2012 at a valuation of approximately EUR895 billion ($6.6 billion). The publicly-traded shell million ($946 million), including debt. At the time, company, Maanshan Dintai Rare Earth & New Bain makes partial exit Sushiro had 335 restaurants in Japan and had just Materials, has been renamed SF Holdings. entered Korea. Permira said in its 2012 annual The backdoor listing plan received regulatory from MYOB report that the number of restaurants in Japan approval in December. Bain Capital Private Equity has made a partial exit alone could at least double, with plans to open from Australian accounting software developer around 30 new outlets a year. Meituan-Dianping launches MYOB, reducing its holding from 56.25% to The company is the one of the market approximately 39.1%. The GP sold 100 million leaders in the revolving sushi restaurant space, consumer fund shares. Based on the February 22 closing price offering food of consistently high quality at a Meituan-Dianping, a China-based online-to- of A$3.56, it would have generated proceeds of lower price point compared to traditional sushi offline (O2O) services platform created through A$356 million ($274 million). establishments. As of September 2016, the the merger of two rival groups, has launched company had 442 restaurants in Japan and six in a RMB3 billion ($436 million) fund that will Hostplus commits $65m to Korea. It expanded into the US last year. make early-stage consumer sector investments. Meituan-Dianping is an anchor LP in the fund, Artesian which is targeting RMB1.5 billion for its first close. Australian superannuation fund Hostplus has GREATER CHINA committed A$85 million ($65 million) to local Bike-sharing start-up seed investor Artesian. The VC firm now has Bluegogo gets $58m more than A$150 million under management GPs join $1.53b financing across fixed income funds focusing on corporate Chinese bike-sharing start-up Bluegogo has bonds, a range of venture funds, and an equity round for iQiyi raised a RMB400 million ($58 million) round – at crowdfunding platform. Chinese video-streaming platform iQiyi.com a valuation of RMB1 billion – led by Black Hole has raised $1.53 billion from investors including Capital. Zhineng Xingtong, a Shenzhen-based AirTree leads $19m Hillhouse Capital, Boyu Capital, Run Liang Tai medical device developer, also participated. Fund, IDG Capital, Everbright-IDG Industrial Fund Bluegogo was launched in November by SpeedX, investment in Prospa and Sequoia Capital. iQiyi’s owner Baidu invested a smart road bike manufacturer. AirTree Ventures has led a A$25 million ($19.2 $300 million. million) investment in Australian financial IDG Capital backs technology company Prospa. The investment is Temasek, Hillhouse invest said to value Prospa at A$235 million. The capital CreditEase’s insurance unit will go towards a doubling of the 120-strong staff in Mobike CreditEase Insurance Agency, an insurance as well as supporting technology development Singapore’s Temasek Holdings has made a unit of China’s CreditEase Wealth Management, and expand product distribution. strategic investment in Mobike, a Chinese smart has raised RMB80 million ($12 million) from
4 avcj.com | February 28 2017 | Volume 30 | Number 08 NEWS
investors including IDG Capital through a private IDFC exits Essar Power for million fund targeting healthcare investments placement on the National Equities Exchange in emerging markets. The vehicle will target and Quotations (NEEQ). IDG has invested RMB15 $87.1m companies offering non-hospital services, million in the firm through two entities, while IDFC Alternatives has fully exited its stake in primarily in South Asia and Africa. CreditEase New Financial Industry Investment Indian power plant operator Essar Power for Fund committed RMB65 million. INR5.8 billion ($87.1 million). IDFC CEO and IFC considers $100m solar Managing Partner M.K. Sinha told AVCJ that the investment P2P car rental site Atzuche deal, which closed earlier this month, involved several private investors. IDFC paid INR3.5 billion The International Finance Corporation (IFC) has raises Series C for its 1.5% stake in 2009, so the sale price proposed a $100 million investment in Indian Atzuche, a Shanghai-based peer-to-peer (P2P) car indicates a 1.7x return on its investment. infrastructure-focused non-banking financial rental start-up, has completed a RMB400 million The period between 2008 and 2011 saw a company (NBFC) L&T Infrastructure Finance ($58 million) Series C round. Investors include wave of PE commitments in Indian energy, with (LTIF). The proceeds of LTIF’s non-convertible China Pacific Insurance, China Equity Group, an average of 18 deals per year and $3.4 billion debentures would provide credit lines for local Hangzhou Financial Investment Group, China invested in all according to AVCJ Research. solar developers. Securities, Matrix Partners China and Ivy Capital. However, investments fell sharply the following SOUTHEAST ASIA IDG, Sequoia form tourism fund with CYTS Tours Kickstart, BPI invest in IDG Capital and Sequoia Capital have formed an investment fund with Shanghai-listed travel Zalora Philippines agency China CYTS Tours Holdings to invest in Kickstart Ventures and BPI Capital have joined consumer-related companies that help improve their parent Ayala Group to buy a 49% stake in the traditional tourism industry. The three parties the Philippines business of online fashion retailer established a management company, CYTS Hong Zalora. Ayala will take a 43.3% stake and its Qi Fund Management, to operate the vehicle. property and mall development subsidiary Ayala Land will hold 1.9%, leaving about 3.8% for BPI and Kickstart. Rocket Internet, Zalora’s founder NORTH ASIA year after revelations of mismanagement and and chief backer, will hold the remaining shares. cancellation of planned coal allocations, leaving MBK to buy Daesung local energy suppliers starved for fuel. Kejora reaches first close “There were a multitude of issues, all Industrial Gases beyond the control of investors, that impacted on second fund MBK Partners has agreed to buy Daesung infrastructure investments of that vintage, and Indonesian VC firm Kejora Ventures has reached Industrial Gases (DIG) from a Goldman Sachs-led power was particularly badly impacted on a first close of nearly $25 million on its second consortium that has majority-owned the South account of the cancellation of coal blocks,” said fund and plans to expand into Thailand with the Korean industrial gas manufacturer since July Sinha, attributing IDFC’s relatively positive returns support of one of its LPs, . The overall target for 2014. Parent company Daesung Group said it from Essar to the downside protections built into Kejora Star Capital II is $80 million. would sell 40% of DIG – the balance is held by the original investment agreement. the consortium – for KRW354.9 billion ($314 Essar was the first investment from IDFC’s IFC set for $60m medical million). The overall deal is said to be worth debut infrastructure fund, which closed in 2009 around KRW2 trillion, including debt. with total commitments of $927 million. investment The International Finance Corporation (IFC) has Mercari buys VC-backed proposed a commitment of $60 million to IDS Group have made a JPY30.4 billion ($271 million) Medical Systems, a Hong Kong-based healthcare e-commerce player partial exit from Japanese airline Peach Aviation. industry supplier for Southeast Asia. The Japanese e-commerce company Mercari has INCJ and First Eastern will reduce their collective investment would support a $130 million growth agreed to acquire domestic competitor Zawatt, stake from 61.3% to 33% . The buyer is Tokyo- project for the company, including expansion of setting up an exit for a number of venture capital based airline operator ANA Group. existing operations and entry into new markets backers. Investors in Zawatt include CyberAgent such as Cambodia and Myanmar. Ventures, Net Capital Partners, Mizuho Capital, SOUTH ASIA SMBC Venture Capital, IMJ Investment Partners, Shanda leads $5.6m round MS Capital and Susquehanna Asia Investment. for Nida CDC, Manipal launch $80m INCJ, First Eastern part-exit Indonesian hotel reservation services provider healthcare fund Nida Rooms has raised a $5.6 million Series A Japan airline UK-based development finance institution round of funding led by China’s Shanda Group. Innovation Network Corporation of Japan (INCJ) (DFI) CDC Group has partnered with India’s Additional unnamed Southeast Asian investors and Hong Kong-based First Eastern Investment Manipal Education & Medical Group for an $80 also participated in the round.
Number 08 | Volume 30 | February 28 2017 | avcj.com 5
COVER STORY [email protected] Power to the public PIPE deals remain a significant part of private equity in India, but a slowdown in recent years has prompted investors to evaluate strategies and the place for public market deals in private portfolios
INDIAN ENGINEERING FIRM DYNAMATIC By contrast, over the same period China director of Asia funds at CDC. Technologies was relatively unknown in the has never seen PIPEs represent more than 10% Murugappan takes a similarly skeptical view country’s private equity community in 2010 of overall deal flow. The PIPE share of dollars of the financial. Unlike CDC’s social goals, this – and that was just the way Samena Capital invested in China has consistently been higher perspective is shared by many of the DFI’s fellow wanted it. The firm was on the lookout for local than in India – but this figure is inflated by deals LPs, which in recent years had begun to wonder, businesses that were overlooked by the wider such as Singapore state-backed investment increasingly vocally, why they should pay the investment community, and Dynamatic hit the vehicle Temasek Holdings’ multiple investments customary overhead for GPs to make passive sweet spot: it was listed, so most PE investors in Chinese state-owned banks of $1 billion or investments in public companies. This investor avoided it, but at the same time its liquidity was more. dissatisfaction, upon being noticed by PE too low for public market investors to take much While the strong presence of PIPEs in India’s managers, had the desired effect. interest. PE market is undeniable, they have shown a “GPs were being told by LPs that if they Samena feels Dynamatic has more than steady decline in recent years, going from a peak wanted to do a PIPE deal, they weren’t going justified its initial $8 million investment. From of 89 deals in 2011 to just 22 deals last year, a to get the same amount in terms fees [2% INR944.80 at the time of the original deal, the drop of more than 75%. Their share of overall management fee and 20% carried interest], company’s share price has more than tripled – deals also dropped from 20% in 2011 to just 3.6% because then the LPs would much rather go to a most recently closing at INR2,890. It was even in 2016. public fund manager than a private equity fund,” higher at the time the GP exited the stake held This development has generated little explains Vikram Hosangady, head of India private by its first find in October 2016, earning a return concern and some relief in the investment equity at KPMG. As a result, he says, “private of more than 2x (the firm retains an 8.8% stake acquired through its second fund). India PIPE deals “We identified this company five or six years ago when it did $1 million of sales to AirBus for a 100 6,000 component. Today it’s the hottest ‘made in India’ story. And we’ve seen that evolution happen over 80 4,000 the last six years,” says Chetan Gupta, senior vice 60 president at Samena. The firm sees Dynamatic as powerful evidence for why Indian PE investors s 40 2,000 mi io should not overlook PIPE deals, demonstrating 20 the kind of rewards available to managers who do their homework well. 0 0 The argument is well known among 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 India-focused GPs and many find it persuasive. No. of deals Amount (US$m) However, there are obstacles to pursuing PIPEs Source: AVCJ Research in India, among them a decline in opportunities and growing skepticism from LPs. Investors that want to look for treasure buried in India’s public community, with LPs in particular welcoming equity funds have become fairly averse to doing markets must form a convincing strategy and be it as a sign of growing maturity among India- PIPE deals unless they have to.” prepared to justify their approach to those who focused GPs. General Atlantic’s investment in PNB hold the purse strings. LPs’ hesitance to back GPs that pursue PIPE Housing Finance represents one recent case deals stems from multiple sources. In the case where circumstances seemed to dictate a The pipeline of UK-based development finance institution PIPE transaction: the GP joined the mortgage PIPE deals have historically accounted for (DFI) CDC Group, the companies that GPs are lender’s IPO last year as an anchor investor and a significant proportion of private equity most likely to find in the public market are later bought an additional INR5.01 billion ($76.1 transactions in India. AVCJ Research shows their correspondingly least likely to meet the social million) worth of shares after its debut. Waiting share of overall PE investments was above 10% development goals that are most important to until after the IPO gave General Atlantic a way in each year since 2007 until 2014, while their the institution. “Investing in a listed company, to gain exposure to an exciting company and share of the amount invested in dollar terms only which is hopefully already able to mobilize segment without trying to outbid other private dropped below 10% in 2016 – and so far this year commercial capital from the market at much investors. the latter number has risen back to just below cheaper rates, is not a good destination for our This is the type of PIPE investment that usually 40%. capital,” says Alagappan Murugappan, managing comes to mind among PE professionals, and is
Number 08 | Volume 30 | February 28 2017 | avcj.com 7 COVER STORY [email protected]
the chief driver of criticism both from LPs and space,” says Ahuja. “They could be temporary from the inability to sign a contract for the from other private equity firms that see this dislocations, or companies that have had a investment and thus set up the kind of rights approach as lazy and dangerous: the former temporary stumble that they will recover from and protections that a PE manager might because it requires none of the real work or over a medium to long term perspective.” take for granted. Samena’s Gupta points to talent that should go into setting up a private Identifying an investment opportunity can Dynamatic as an example of how a deal without investment; the latter because it tends to lead be easier with a public company than a private such arrangements can still work out to the benefit of both parties, but adds that the GP must demonstrate its willingness and ability s s r o o r s to help the target company and its trust in the 25 40 management. “We haven’t signed any kind of agreement 35 20 with them, but they invited us to sit on the board. 30 15 And the reason is because they see us as long- 25 term partners, they see us opening other markets 10 20 for them, they see the value add that we bring to 15 them in terms of understanding and deep diving