Leap of Confidence Primagest Stay Relevant in a Changing World Deal-By-Deal Fundraising Is Great in Theory, but Often Difficult in Practice Page 7 Page 14
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Real Estate Pledge Funds: an Alternative in the Alternative Space
2013 Real Estate Pledge Funds: An Alternative in the Alternative Space THE CHALLENGING FUND-RAISING ENVIRONMENT of Background and Structure the past few years for the alternative asset market has drawn Pledge funds are often contractual arrangements taking the increasing attention to fund-raising alternatives, including a form of individual “investment” or “participation” agree- revival of interest in “pledge fund” structures.1 Pledge funds, ments between the sponsor and each investor. Pledge funds once more popular as precursors to true blind pool funds, can also be structured as sponsor-managed limited partner- UPDATE fell out of favor during the frothy fund-raising period of the ships or LLCs, with the participating investors admitted as mid-2000s. However, as fund sponsors have seen the fund- limited partners or members. Whether a pledge fund is raising market tighten and investors increase their interest structured as a contractual arrangement or as a partnership in “direct” investments, a market has begun to develop for or another vehicle, a new vehicle would typically be formed pledge funds. These fund structures can present an attrac- to facilitate each investment, admitting only those investors tive midpoint between the direct investment model and a that have opted in to make the investment. Investors that fully committed blind pool, enabling sponsors to have some opted out of the investment are therefore shielded from any amount of certainty in funding their deals and allowing in- exposure resulting from an investment they do not make. vestors to retain discretion over their investment decisions by being able to opt in or opt out on a deal-by-deal basis. -
REBOOT Innovative Twists on Old Ideas
Baker & McKenzie Global Private Equity REBOOT Innovative twists on old ideas Baker & McKenzie Global Private Equity – Insights 2014 | 1 INSIGHTS 2 | Baker & McKenzie Global Private Equity – Insights 2014 Baker & McKenzie Global Private Equity – Insights 2014 | 3 In this issue... FOREWORD Simon Hughes. Global Chair of Private Equity, Baker & McKenzie. 6 REBIRTH OF OLD IDEAS Abenomics and the Art of Rejuvenation. J-Star’s Gregory R Hara summarises the impact which Abenomics is having on the Japanese PE market. 8 Spain Steps Up. Riverside’s Marcos Llado discusses the re-energising of the Spanish PE market. 12 East Side Story. Mid Europa Partners’ Michelle Capiod on untapped PE potential in CEE. 16 Tracking the Upswing. PwC’s Peter Whelan and James Anderson look at the strong demand for IPO exits by PE houses. 20 The Clean Generation. Sustainable Development Capital’s L. Warren Pimm surmises the coming to age of the renewables sector. 26 AFRICA RISES The Pan-African Investor. Development Partners International’s Runa Alam discusses multi-country African deals. 33 The Regulator. COMESA’s Willard Mwemba discusses the implications of Africa’s attempt at a European Commission. 39 The Country Hopper. Investec’s William Alexander looks at mid-market country-by-country African deals. 43 4 | Baker & McKenzie Global Private Equity – Insights 2014 INNOVATIVE TWISTS Burning Bridges. Increasingly, M&A transactions are being financed directly with high yield bond issuances. 48 I Owe Who? Goldman Sachs’ Denis Coleman shares his thoughts on what 2014 has in store for the leveraged finance market. 52 Easier to Swallow. PwC’s Blaise Jenner on the changes to IFRS regarding consolidating minority investments. -
Leveraged Buyouts, and Mergers & Acquisitions
Chepakovich valuation model 1 Chepakovich valuation model The Chepakovich valuation model uses the discounted cash flow valuation approach. It was first developed by Alexander Chepakovich in 2000 and perfected in subsequent years. The model was originally designed for valuation of “growth stocks” (ordinary/common shares of companies experiencing high revenue growth rates) and is successfully applied to valuation of high-tech companies, even those that do not generate profit yet. At the same time, it is a general valuation model and can also be applied to no-growth or negative growth companies. In a limiting case, when there is no growth in revenues, the model yields similar (but not the same) valuation result as a regular discounted cash flow to equity model. The key distinguishing feature of the Chepakovich valuation model is separate forecasting of fixed (or quasi-fixed) and variable expenses for the valuated company. The model assumes that fixed expenses will only change at the rate of inflation or other predetermined rate of escalation, while variable expenses are set to be a fixed percentage of revenues (subject to efficiency improvement/degradation in the future – when this can be foreseen). This feature makes possible valuation of start-ups and other high-growth companies on a Example of future financial performance of a currently loss-making but fast-growing fundamental basis, i.e. with company determination of their intrinsic values. Such companies initially have high fixed costs (relative to revenues) and small or negative net income. However, high rate of revenue growth insures that gross profit (defined here as revenues minus variable expenses) will grow rapidly in proportion to fixed expenses. -
Pt1~~'~ Sillman, Joseph Blalk, John Vl- I\Orkmg 36 Hours and the Next Team Now
Search for school planetarium director continues left for a teachmg pOSitIOn at mechamcal abIlIty, ImagInatIOn of the Community Performmg moo the curricula for elementary, By Margie Reins Smith aren't scheduled for any tIme Macomb CommunIty College He and creatIvIty for development of Arts Center and dedicated on middle and high school students StaN Writer soon - perhaps not until Septem- teaches phySICSand astronomy. programs, and a teachers' certIfi- Oct 27, 1982. Director Tim m Grosse Pomte. Planetariums are supposed to ber The $225,000 bUlldmg,which "It was an excltmg thmg," said Grosse Pomte IShavmg trouble cate. Skomeczny was hired away from Bob Thomson, director of the be dark Not 24 hOUl& a day, how. seats 36 people and features a Robert Welch, director of Secon- findmg another dIrector Accord- ever Not locked up tIght, wIth- SpItz projector and a 24-foot Roosevelt High School m Wyan- mg to VIncent LoCIcero, presI- planetarIUm at Adler Elemen- dotte, which had been forced to dary Curriculum In Grosse out VISltOls,wIthout dllectOl or dome, was constructed With dent of the Grosse Pomte school tary School m Southfield smce It close Its planetanum because of Pomte "I have nothmg but money flom the estate of BenJa board, planetarIum directors are opened m 1968, said he backed students the system's financial troubles praise for what has happened Grosse Pomte's foul and a-half mm Long a rare breed The pOSItIOnIS a mto the pOSitIOn "I taught as SkOnIeczny began an ambItIous there " The publIc school faclhty, one very speCialIzed field, Involvmg tlonomy m OhlO for five years year-old planetanum at NOlth senes of commumty programs The faCIlItywas closed last Au. -
Corporate Morality and Management Buyouts
Washington and Lee Law Review Volume 41 | Issue 3 Article 6 Summer 6-1-1984 Corporate Morality and Management Buyouts Follow this and additional works at: https://scholarlycommons.law.wlu.edu/wlulr Part of the Business Organizations Law Commons, and the Securities Law Commons Recommended Citation Corporate Morality and Management Buyouts, 41 Wash. & Lee L. Rev. 1015 (1984), https://scholarlycommons.law.wlu.edu/wlulr/vol41/iss3/6 This Note is brought to you for free and open access by the Washington and Lee Law Review at Washington & Lee University School of Law Scholarly Commons. It has been accepted for inclusion in Washington and Lee Law Review by an authorized editor of Washington & Lee University School of Law Scholarly Commons. For more information, please contact [email protected]. CORPORATE MORALITY AND MANAGEMENT BUYOUTS In response to a perceived opportunity for corporate management to share in the success of their companies,' management groups have been increasingly active in acquiring ownership of public companies through the use of manage- ment buyout transactions.' A management buyout transaction is any process by which the management of a public corporation acquires enough of the cor- poration's outstanding shares to convert the formerly public corporation into a private company. 3 By using the corporation's assets as collateral for loans to finance the buyout, corporate management alone or with other investors can leverage" a buyout of the corporation without risking substantial personal assets.5 Leveraged buyouts, therefore, are particularly attractive to manage- ment as a technique for acquiring significant equity interests in the companies for which they labor.6 In addition to providing management with an attrac- tive method of acquiring corporate ownership, management buyouts frequently result in gains in corporate performance by creating greater incentives for 1. -
The Pe & M&A Quarterly
JUNE 2020 JUNE 2020 | ISSUE 4 THE PE & M&A QUARTERLY Quarterly News, Trends and Developments Off the Record “The COVID-19 pandemic has adversely affected all sectors in India and across the globe, except a few. Though initially it was expected that the pandemic would end in a few months, it appears that it will continue for a longer period. Many PE firms and strategic investors have paused or deferred or slowed down their investment plans for the next 6 to 8 months. However, there are exceptions in case of a few. The deal making activity in India appears uncertain for the remainder of this year. On the M&A side, domestic deals are being evaluated. It is getting harder to close transactions in view of mismatch in expectations of the seller and buyer. The present situation has forced them to realign their objectives and expectations. In signed deals, material adverse change clauses are being evaluated, and in new deals it is being made as exhaustive as possible to ensure possible exit in case of change in environment. The overall structure of doing deals is going through a change and the focus is shifting to value creation and sustainability. There is a reasonable possibility that towards the end of the year, if we return to some sense of normalcy, there will be a significant increase in M&A and PE activity.” Satish Kishanchandani, Managing Partner FEATURED JUDGEMENT Banyan Tree Growth Capital vs Axiom Cordages Limited and Ors. 1 ISSUE 4 JUNE 2020 LEGAL UPDATES NON-FATF MEMBERS ALLOWED TO REGISTER AS CATEGORY I-FPI SEBI Updates April 07, 2020: The Securities and Exchange Board of India (“SEBI”) has relaxed the rules with respect to SNAPSHOT offshore funds seeking to get registered under the • For all relevant COVID-19 relaxations in “properly regulated” Foreign Portfolio Investor (“FPI”) compliances permitted by SEBI, visit our category. -
The Handbook of Financing Growth
ffirs.qxd 2/15/05 12:30 PM Page iii The Handbook of Financing Growth Strategies and Capital Structure KENNETH H. MARKS LARRY E. ROBBINS GONZALO FERNÁNDEZ JOHN P. FUNKHOUSER John Wiley & Sons, Inc. ffirs.qxd 2/15/05 12:30 PM Page b ffirs.qxd 2/15/05 12:30 PM Page a Additional Praise For The Handbook of Financing Growth “The authors have compiled a practical guide addressing capital formation of emerging growth and middle-market companies. This handbook is a valuable resource for bankers, accountants, lawyers, and other advisers serving entrepreneurs.” Alfred R. Berkeley Former President, Nasdaq Stock Market “Not sleeping nights worrying about where the capital needed to finance your ambitious growth opportunities is going to come from? Well, here is your answer. This is an outstanding guide to the essential planning, analy- sis, and execution to get the job done successfully. Marks et al. have cre- ated a valuable addition to the literature by laying out the process and providing practical real-world examples. This book is destined to find its way onto the shelves of many businesspeople and should be a valuable ad- dition for students and faculty within the curricula of MBA programs. Read it! It just might save your company’s life.” Dr. William K. Harper President, Arthur D. Little School of Management (Retired) Director, Harper Brush Works and TxF Products “Full of good, realistic, practical advice on the art of raising money and on the unusual people who inhabit the American financial landscape. It is also full of information, gives appropriate warnings, and arises from a strong ethical sense. -
December 2011 Investment Summary
Marketing, Media, Technology, and Service Industries M&A & December 2011 Investment Summary Expertise. Commitment. Results. TABLE OF CONTENTS Overview of Monthly M&A and Investment Activity 3 Monthly M&A and Investment Activity by Industry Segment 7 Additional Monthly M&A and Investment Activity Data 24 About Petsky Prunier 34 M&A & INVESTMENT SUMMARY DECEMBER 2011 2 MARKETING, MEDIA, TECHNOLOGY, AND SERVICE INDUSTRIES Transaction Distribution • A to ta l of 261 deal s worth approximat el y $10.7 billion were announced in Decemb er 2011 • Digital Media/Commerce was the most active segment with 78 transactions • Software & Information was the highest value segment worth approximately $6 billion • Strategic buyers announced 142 deals for approximately $10.9 billion (54% of total volume) • VC/Growth Capital investors announced 107 deals for approximately $1.3 billion • Buyout investors announced 12 deals for approximately $807 million DECEMBER2011 BUYER/INVESTOR BREAKDOWN Transactions Est. Value Strategic Buyout Venture/Growth Capital # % $MM % # $MM # $MM # $MM Digital Media/Commerce 78 30% 1,816.0 17% 31 818.1 3 431.4 44 566.5 Marketing Technology 66 25% 1,811.3 17% 34 1,557.3 3 50.0 29 204.0 Software & Information 53 20% 5,944.3 56% 32 5,641.5 2 127.6 19 175.2 Agency/Consulting 37 14% 601.5 6% 30 356.4 2 17.2 5 228.0 Digital Advertising 17 7% 136.9 1% 8 91.1 0 0.0 9 45.8 MktiMarketing Servi ces 7 3% 130.4 1% 5 80. 4 1 15. 0 1 35. -
Suppliers, Oems Ride Ups and Downs COMING SOON
20121119-NEWS--0001-NAT-CCI-CD_-- 11/16/2012 6:14 PM Page 1 ® www.crainsdetroit.com Vol. 28, No. 48 NOVEMBER 19 – 25, 2012 $2 a copy; $59 a year ©Entire contents copyright 2012 by Crain Communications Inc. All rights reserved Page 3 Keeping up with the market: Makeover for Ann Arbor inn Duggan: City on wrong road Survey says: Health care Detroit costs rise, but more slowly Medical Good management, not Detroit Works Center CEO Mike Duggan Seneca Partners split is not yet or EFM, is what Detroit needs creates more VC options a declared candidate BY CHAD HALCOM the state to take over Belle for Detroit CRAIN’S DETROIT BUSINESS Isle Park at a $6 million sav- mayor, but Second Stage Extra he says a If Mike Duggan gets to ings to the city, in part be- turnaround cast his own role as a can- cause it did not adequately ‘is not as far didate in next year’s De- address a cleanup plan for away as it neighborhood city parks. appears.’ troit mayoral race, it would likely be as the He thinks a state-appointed turnaround expert who emergency financial man- thinks the current turn- ager is all wrong for the around strategy isn’t work- city, wouldn’t take such a ing. position if asked, and won’t He opposes the 30-year comment on reports that Logistics firm finds it pays he’s been asked. to move into staffing, lease proposal in September for He finds it “hard to imag- Page 11 ine anything more mishan- dled” than the Detroit Innovation center aims to See Duggan, Page 22 boost small manufacturing, Page 13 VIDEO Mike Duggan on core issues facing Detroit, crainsdetroit.com/duggan Crainsdetroit.com: Come in, look around next week NATHAN SKID/CRAIN’S DETROIT BUSINESS Crain’s Detroit Business is having a holiday open house! Online, that is. -
Dell Undervalued in Sale Process
Dell Undervalued in Sale Process In Re: Appraisal of Dell, Delaware Chancery Court, Civil Action In November 2012, Wall Street equity research analysts No. 9322-VCL (May 31, 2016) indicated a per share value of $8.50, which was well below the indications of interest. As a result, this prompted the Dell Inc. (“Dell” the “Company,” or the “Respondent”) received Committee to hire Boston Consulting Group (“BCG”) as an written appraisal demands from certain Dell shareholders independent advisor on the Company’s forecasts. KKR then (“Petitioners”) as a result of an allegedly low price for Dell’s pulled out of the competition to acquire the Company, which management buyout (“MBO”). prompted the Committee to reach out to other private equity firms. In early 2013, BCG prepared a base case forecast BACKGROUND assuming $3.3 billion in cost savings from a proposed MBO. In 2012, Dell began to make efforts to prove that its stock was BCG then assessed the likelihood of the cost savings in its worth more than the value determined by the stock market. forecasts with 25% of savings realized (“BCG 25% Case”) and In particular, the Respondent’s CEO marketed the Company in 75% of savings realized (“BCG 75% Case”). BCG concluded the financial media in a “sum of the parts” manner. This was that the BCG 25% Case was the most likely to occur given an attempt to get Dell’s stock price closer to the level from the the Company’s track record of cost-saving initiatives. In the Company’s internal valuations. However, this was not achieved meantime, the effort to reach out to other private equity firms since the Company was not able to meet its aggressive forecast yielded no additional offers. -
NVCA 2021 YEARBOOK Data Provided by Dear Readers
YEARBOOK Data provided by Credits & Contact National Venture Capital Association NVCA Board of Directors 2020-2021 (NVCA) EXECUTIVE COMMITTEE Washington, DC | San Francisco, CA nvca.org | [email protected] | 202-864-5920 BARRY EGGERS Lightspeed Venture Partners, Venture Forward Chair Washington, DC | San Francisco, CA MICHAEL BROWN Battery Ventures, Chair-Elect ventureforward.org | [email protected] JILL JARRETT Benchmark, Treasurer ANDY SCHWAB 5AM Ventures, Secretary BOBBY FRANKLIN President and CEO PATRICIA NAKACHE Trinity Ventures, At-Large JEFF FARRAH General Counsel EMILY MELTON Threshold Ventures, At-Large JUSTIN FIELD Senior Vice President of Government MOHAMAD MAKHZOUMI NEA, At-Large Affairs MARYAM HAQUE Executive Director, Venture AT-LARGE Forward MICHAEL CHOW Research Director, NVCA and PETER CHUNG Summit Partner Venture Forward DIANE DAYCH Granite Growth Health Partners STEPHANIE VOLK Vice President of Development BYRON DEETER Bessemer Venture Partners RHIANON ANDERSON Programs Director, Venture SCOTT DORSEY High Alpha Forward RYAN DRANT Questa Capital CHARLOTTE SAVERCOOL Senior Director of PATRICK ENRIGHT Longitude Capital Government Affairs STEVE FREDRICK Grotech Ventures MICHELE SOLOMON Director of Administration CHRIS GIRGENTI Pritzker Group Venture Capital DEVIN MILLER Manager of Communications and JOE HOROWITZ Icon Ventures Digital Strategy GEORGE HOYEM In-Q-Tel JASON VITA, Director of Programming and CHARLES HUDSON Precursor Ventures Industry Relations JILL JARRETT Benchmark JONAS MURPHY Manager of Government Affairs -
AIMA-Journal-Edition-126.Pdf
AIMA JOURNAL Edition 126 |June 2021| aima.org AIMA JOURNAL EDITION 126 Message from AIMA’s CEO 0 4 Jack Inglis Five issues for traditional hedge fund managers to consider 0 when investing in digital assets 6 Simmons & Simmons Contents Central bank digital currencies and Britcoin: 10 Bitcoin’s legacy PwC Do you pass the ESG sniff test? 1 APEX 4 Stronger, smarter, faster: Investor relations moving forward 1 DiligenceVault 8 Operational resilience: Practical steps for building an operationally resilient firm 22 GD Financial Markets Hedge fund managers should reevaluate their approach to 26 side letter management amidst increased scrutiny ACA Group Pledge fund: An à la carte investment programme 3 Allen & Overy 0 Connecting the dots to achieve ‘operational resilience’ 3 Buzzacott 4 The virtues of private debt in a rising rate environment 3 Espresso Capital 8 The Australian middle market direct lending opportunity 4 Epsilon Direct Lending 2 Distressed investing in India: Coming of age 4 Edelweiss Asset Management 6 Developments in Jersey structuring and governance 5 Maples Group 0 Volcker Rule 2.0 is here to stay: Congress refuses to 5 exercise rights under CRA 4 K&L Gates 2 AIMA JOURNAL EDITION 126 Scrutiny due for undue charges 5 8 Clerkin Lynch LLP The way forward: How firms can meet their SFDR 62 obligations with less disruption AQMetrics Leveraging data and AI for innovation in asset 66 management KPMG in Canada Five steps to modernizing information security in a post- 7 Pandemic world 0 PUBLICATION PLAN 2021 SS&C Technologies Alternative investment managers: The brewing war for Q3 Edition 127 75 tech talent Deadline for submission 30th July RSM US Publication 20th Sept Cybersecurity and cyber insurance: The multimillion dollar Please confirm by the 9th July if you 7 ransomware industry and current state of play 8 wish to contribute to the Edition Howden Insurance Brokers 127 of the AIMA Journal.