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Investment in PAG Growth II LP

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Investment in PAG Growth II LP Report and Recommendation of the President to the Board of Directors Project Number: 55076-001 May 2021 Proposed Equity Investment PAG Growth Capital Limited Investment in PAG Growth II L.P. (Regional) This is a redacted version of the document approved by ADB's Board of Directors, which excludes information that is subject to exceptions to disclosure set forth in ADB's Access to Information Policy. ABBREVIATIONS ADB – Asian Development Bank ESG – environmental, social, and governance ESMS – environmental and social management system GDP – gross domestic product IRC – investment review committee IRR – internal rate of return IT – information technology MOIC – multiple on invested capital PAGAC – PAG Asia Capital Limited PAGG I – PAG Growth I L.P. PAGG II – PAG Growth II L.P. PAGGC – PAG Growth Capital Limited PAGPE – PAG Private Equity PRC – People’s Republic of China SPS – Safeguard Policy Statement NOTE In this report, “$” refers to United States dollars. Vice-President Ashok Lavasa, Private Sector Operations and Public–Private Partnerships Director General Suzanne Gaboury, Private Sector Operations Department (PSOD) Deputy Director General Christopher Thieme, PSOD Director Janette Hall, Private Sector Investment Funds and Special Initiatives Division (PSIS), PSOD Team leader Davide Conti, Investment Specialist, PSIS, PSOD Team members Elizabeth Alpe, Senior Transaction Support Specialist (Integrity), Private Sector Transaction Support Division (PSTS), PSOD Ian Bryson, Senior Safeguards Specialist, PSTS, PSOD Ka Seen Gabrielle Chan, Safeguards Specialist, PSTS, PSOD Karlo Alberto De Asis, Social Development Officer (Safeguards), PSTS, PSOD Laurence Genee, Senior Safeguards Specialist, PSTS, PSOD Manfred Kiefer, Senior Economist, PSTS, PSOD Farshed Mahmud, Senior Investment Specialist, PSIS, PSOD Catherine Marsh, Assistant General Counsel, Office of the General Counsel a Yee Hean Teo, Principal Investment Specialist, PSIS, PSOD F Anne Valko, Social Development Specialist (Gender and Development), PSTS, PSOD a Outposted to the ADB Singapore Office. In preparing any country program or strategy, financing any project, or by making any designation of or reference to a particular territory or geographic area in this document, the Asian Development Bank does not intend to make any judgments as to the legal or other status of any territory or area. CONTENTS Page PROJECT AT A GLANCE I. THE PROPOSAL 1 II. THE FUND 1 A. Investment Identification and Description 1 B. Business Overview and Strategy 2 C. Ownership, Management, and Governance 2 D. Financial Performance 3 III. THE PROPOSED ADB ASSISTANCE 3 A. The Assistance 3 B. Financial Analysis of Expected Returns and Assumptions 3 C. Implementation Arrangements 3 D. Value Added by ADB Assistance 3 E. Risks 4 IV. DEVELOPMENT IMPACT AND STRATEGIC ALIGNMENT 4 A. Development Impact, Outcomes, and Outputs 4 B. Alignment with ADB Strategy and Operations 4 V. POLICY COMPLIANCE 5 A. Safeguards and Social Dimensions 5 B. Anticorruption Policy 6 C. Investment Limitations 6 D. Assurances 6 VI. RECOMMENDATION 6 APPENDIXES 1. Design and Monitoring Framework 7 2. List of Linked Documents 9 Project Classification Information Status: Complete PROJECT AT A GLANCE 1. Basic Data Project Number: 55076-001 Project Name Investment in PAG Growth II, Department/Division PSOD/PSIS L.P. Country REG (PRC, SIN) Investee PAG Growth II L.P. Portfolio at a Glance https://www.adb.org/Documents/ LinkedDocs/?id=55076-001-Port AtaGlance qq 2. Sector Subsector(s) ADB Financing ($ million) Health Health system development 25.00 Finance Infrastructure finance and investment funds 25.00 Total 50.00 qq 3. Operational Priorities Climate Change Information Addressing remaining poverty and reducing inequalities GHG reductions (tons per annum) 0.000 Accelerating progress in gender equality Climate Change impact on the Project Low ADB Financing Adaptation ($ million) 0.00 Mitigation ($ million) 0.00 Cofinancing Adaptation ($ million) 0.00 Mitigation ($ million) 0.00 Qq Sustainable Development Goals Gender Equity and Mainstreaming SDG 3.8 Some gender elements (SGE) SDG 5.2, 5.5 SDG 8.10 Poverty Targeting General Intervention on Poverty qq 4. Nonsovereign Operation Risk Rating - NA 5. Safeguard Categorization Environment: FI Involuntary Resettlement: FI Indigenous Peoples: FI Qq 6. Financing Modality and Sources Amount ($ million) ADB 50.00 Nonsovereign Investment Fund: Ordinary capital resources 50.00 Cofinancing 0.00 None 0.00 Others a 450.00 Total 500.00 Currency of ADB Financing: US Dollar a Derived by deducting ADB financing and Cofinancing from Total Project Cost. Source: Asian Development Bank This document must only be generated in eOps. 26032021152952824228 Generated Date: 14-Jun-2021 12:25:19 PM I. THE PROPOSAL 1. I submit for your approval the following report and recommendation on a proposed equity investment of up to $50,000,000 in PAG Growth II L.P. 2. PAG Growth II L.P. (PAGG II, the fund) is a private equity fund established as a Cayman Islands exempted limited partnership with an expected size of $500 million. [This information has been removed as it falls under the exception to disclosure in ADB’s Access to Information Policy, para. 17.2.(v)] 3. PAGG II aims to provide growth capital to a portfolio of 10–15 companies operating primarily in the health care, financial services, education, and information technology (IT) sectors mainly in the People’s Republic of China (PRC).1 The investment is in line with the objectives of the Asian Development Bank (ADB) to promote private sector development in the PRC, especially in secondary and tertiary markets such as Yantai, Nanjing, and Taizhou where equity capital availability is limited, and accessing traditional bank financing without hard assets to pledge as collateral remains challenging for growing companies. 2 PAGG II is expected to identify and support promising and talented business leaders, thereby helping to foster a new generation of entrepreneurs in the PRC. Through investments in IT-related businesses, the fund is also expected to promote innovation and technology adoption.3 In terms of value addition, ADB will help PAGGC to further enhance its environmental and social management system (ESMS) and incorporate gender-inclusive practices in its operations. II. THE FUND A. Investment Identification and Description 4. Description. The PAG Group, a relatively well-known and established investment manager in the PRC, employs more than 400 staff, including 190 investment professionals, across 10 offices in Asia. The PAG Group manages investments across three distinct asset classes—(i) private equity, (ii) real estate, and (iii) absolute returns—each of which is managed by separate investment teams. [This information has been removed as it falls under the exception to disclosure in ADB’s Access to Information Policy, para. 17.2.(v)]. 5. [This information has been removed as it falls under the exception to disclosure in ADB’s Access to Information Policy, para. 17.2.(v)]. 6. Investment identification. ADB first met with the PAG Group in 2016 when it was raising PAGG I. Since then, ADB has closely tracked PAGPE and PAGG I’s performance through several follow-up meetings and due diligence sessions with managing director Kevin Xu, who leads PAGGC. [This information has been removed as it falls under the exception to disclosure in ADB’s Access to Information Policy, para. 17.2.(v)]. 7. Through the investment, ADB seeks to participate in high-growth opportunities in the PRC, particularly in “new economy” sectors that are supported by secular consumption tailwinds. 1 [This information has been removed as it falls under the exception to disclosure in ADB’s Access to Information Policy, para. 17.2.(v)]. 2 [This information has been removed as it falls under the exception to disclosure in ADB’s Access to Information Policy, para. 17.2.(v)]. 3 A climate change target amount cannot be specified as this is an investment into a fund (as opposed to an investment into a company) and the composition of the underlying investee companies is not yet known. 2 Companies operating in the new economy are focusing on innovation to update existing or build new business models that improve the quality and accessibility of their products and services, including in the health care, financial services, and education sectors. The focus on new economy investments is consistent with the Government of the PRC’s emphasis on policies to boost the growth of domestic innovative businesses and enhance local capabilities.4 [This information has been removed as it falls under the exception to disclosure in ADB’s Access to Information Policy, para. 17.2.(v)] B. Business Overview and Strategy 8. [This information has been removed as it falls under the exception to disclosure in ADB’s Access to Information Policy, para. 17.2.(v)] PAGG II seeks to invest in a portfolio of 10–15 companies primarily through equity and equity-like instruments. Focus sectors include health care, financial services, education, and IT. 9. [This information has been removed as it falls under the exception to disclosure in ADB’s Access to Information Policy, para. 17.2.(v)] C. Ownership, Management, and Governance 10. [This information has been removed as it falls under the exception to disclosure in ADB’s Access to Information Policy, para. 17.2.(v)] 11. [This information has been removed as it falls under the exception to disclosure in ADB’s Access to Information Policy, para. 17.2.(v)] 12. [This information has been removed as it falls under the exception to disclosure in ADB’s Access to Information Policy, para. 17.2.(v)] 13. [This information has been removed as it falls under the exception to disclosure in ADB’s Access to Information Policy, para. 17.2.(v)] 14. [This information has been removed as it falls under the exception to disclosure in ADB’s Access to Information Policy, para. 17.2.(v)] 15. [This information has been removed as it falls under the exception to disclosure in ADB’s Access to Information Policy, para.
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