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US Mid-Market 2019 September 2019 • Privateequityinternational.Com US mid-market 2019 September 2019 • privateequityinternational.com Can the mid-market stomach a recession? www.bakermckenzie.com Your global private equity partner With over 300 private equity lawyers across more than 40 countries, seamless global operation is part of our DNA. Baker & McKenzie LLP is a member of Baker & McKenzie International, a global law firm with member law firms around the world. In accordance with the terminology commonly used in professional service organisations, reference to a “partner” means a person who is a member, partner, or equivalent, in such a law firm. Similarly, reference to an “office” means an office of any such law firm. ©2018 Baker McKenzie. Contents How to contact us Senior Editor, Private Equity Toby Mitchenall [email protected], +44 20 7566 5447 Senior Editor, Private Equity, Americas Isobel Markham [email protected], +1 646 380 6194 US mid-market 2019 Senior Special Projects Editor Graeme Kerr [email protected], +44 20 3862 7491 ISSN 1474–8800 • SEPTEMBER 2019 Special Projects Editor James Linacre [email protected], +44 20 7566 5465 News Editor Adam Le Intelligent portfolio construction [email protected], +44 20 7566 5437 Insight Co-investment portfolios can create Senior Reporters outperformance while also mitigating risk Carmela Mendoza over multiple market cycles 13 [email protected], +44 203 640 7512 Rod James 2 Breaking through [email protected], +44 20 7566 5453 Key trends European entrants to the US upper Asia Reporter LPs want to know mid-market GPs are Alex Lynn mid-market buyout arena need to stand [email protected], +852 2153 3148 picking and prepping businesses that will out, says Ardian’s Thibault Basquin 14 Reporter survive a recession Preeti Singh Going global [email protected], +1 646 565 5312 Editor’s letter GPs are becoming more creative and more global in their approach 16 Contributors Appetite remains for booming Amy Carroll, Claire Coe-Smith, Marine Cole, Rob Kotecki and Vicky Meek mid-market 6 Managing Editor, Production: Mike Simlett Head of Production: Greg Russell Production Editors: Daniel Blackburn, Adam Koppeser Analysis Copy Editor: Eric Fish Head of Design: Miriam Vysna Senior Designer: Lee Southey 8 Designers: Denise Berjak, Glen Reynolds Trade war trade-offs Head of Marketing Solutions, Protectionist policies are affecting supply Private Equity Group: Alistair Robinson chains, creating both winners and losers, [email protected], +44 20 7566 5454 say Baker McKenzie’s Michael Fieweger Subscriptions and reprints and Mark Mandel [email protected] Customer Service Thought leaders [email protected] CEOs and CFOs give their two cents on Editorial Director: Philip Borel Continuing to create value seven issues affecting the market from Director, Digital Product Development: Firms are working harder to drive growth asset prices to technology 10 Amanda Janis late in a fund’s life, says Investec Fund Director of Research & Analytics: Dan Gunner Finance’s Tom Glover 18 Managing Director, Americas: Colm Gilmore Managing Director, Asia: Chris Petersen Mid-market economics Group Managing Director, Brands and Markets: Delivering top-line growth 20 Paul McLean Setting up offshore funds Chief Executive: Tim McLoughlin As popular destinations stiffen regulations, TMF Group’s Anastasia Williams discusses the impact on GPs 22 Databank For subscription information visit Dealflow continues to rise 24 privateequityinternational.com Last word Pritzker Private Capital’s Paul Carbone on life since his firm’s split from its parent group 28 September 2019 • US Mid-Market 1 Key trends LPs want to know mid-market GPs are picking and prepping businesses that will survive a recession he US mid-market had A story about selection a stellar year in 2018, “There was definitely a slow start especially in terms of deal of the year,” says Christian Kallen, activity, but some softness a managing director on Hamilton is emerging at the margins, Lane’s fund investment team, adding writes Marine Cole. The that it lasted until about March or April. Tenvironment is marked by asset prices “Then it got back to normal. Can we that continue to be elevated and by catch up to the end of the year? I am not limited partners who are increasingly 100 percent sure, but everything else in preoccupied with how mid-market firms 2019 will look very similar to 2018. If we will weather an inevitable economic look at our distributions, it looks pretty downturn. close to last year.” lot of them aren’t getting sold. It’s a story Deal activity in the US mid-market On the exit side, while initial public about selection.” reached a decade-high in 2018 for offerings continue to be nearly non- In this late cycle, investors are willing number of transactions and deal existent, secondary buyouts are still the to pay a premium for strong companies volume. There were 3,072 mid-market most common route in the mid-market. that will be able to weather a downturn. transactions in the US in 2018, totalling However, GPs are noticing a decrease Companies that have strong predictable $437.7 billion, up from 2,655 deals in the quality of companies that are cashflow and aren’t cyclical are not totalling $381 billion in 2017, according coming to market. In particular, there only being sold easily but are also to data from PitchBook. are more companies that have been in the ones fetching high exit multiples. However, the beginning of 2019 portfolios for a long time, or businesses Some of these can be found in the was slower, due in part to volatility in that may have had issues in the past or healthcare sector, business services and the public markets at the end of 2018. are simply unsound. technology, particularly those focused In the first quarter, GPs closed on 649 “It feels like later stage,” says Vincent on software. deals totalling $75.1 billion. Q2 figures Fandozzi, head of North America direct “In a downturn, everything is going had not been released by the time we buyouts at Ardian, who focuses on the to struggle, but the question is by went to press but market participants lower mid-market in the US. “People how much,” Fandozzi says. “GPs may noted activity had picked up and the are trying to use the strength of the be putting a little bit of a premium total figure for the year could be near financing market and the M&A market on businesses with a safer view on 2018’s. to see if they can get something sold. A cashflow.” 2 Private Equity International • September 2019 Kallen adds: “It feels like everyone in “The market is the US mid-market is looking for capex- more saturated Big numbers light businesses with recurring revenue now than it was in Facts and figures from across the and that are easy to scale.” the past” US mid-market He notes that the flipside of buying good-quality businesses at high Eric Zoller multiples is that GPs are using more Sixpoint Partners leverage to be able to deliver the performance LPs are expecting. “In a downturn, “The positive impact on the everything is operational side gets kind of negated by going to struggle, the financial risk you have to put to be but the question is able to buy them,” he says. “But this is by how much” where you see a lot of growth.” Vincent Fandozzi Ardian 3,072US mid-market deals in 2018 (PitchBook) $437.7bn Value of deals in 2018 (PitchBook) Exits in 2018 999(PitchBook) More risk-taking Some GPs have been forced to become less conservative than they were about five years ago. “The challenge for “There seems to be a shift that the GP in the mid- everyone is now trying to play that kind market is really to of market and taking the risk, which figure out where obviously will lead to issues down the we are in the cycle road at the end of the cycle,” says Kallen. and constructing $10bnTexas dealflow 2018. The highest by state “The question is when the end of the their portfolio (PitchBook) cycle will hit and what is the quality you accordingly and have to put in the portfolio at that point.” making sure they These are the types of questions don’t get caught that LPs are increasingly asking their with a portfolio GPs, particularly during due diligence. with a relatively Delivering good returns is no longer high leverage” 69% solely sufficient. Proportion of mid-market managers with confidence in the “I think some GPs think that as long Christian Kallen global economy. The lowest level since 2016 as we put our head down and deliver Hamilton Lane (National Center for the Middle Market) September 2019 • US Mid-Market 3 Insight good returns, everything should be OK,” attract interest from LPs as Arcline says Eric Zoller, founder and partner Investment Management, a firm set at Sixpoint Partners. “A lot of GPs are up by former Golden Gate Capital delivering good returns today, but good dealmaker Rajeev Amara, showed when returns by itself today is not a sufficient it closed its debut fund in March on $1.5 differentiator. billion. The firm’s strategy is centred “Today GPs need to differentiate around buying mid-market industrial themselves by their approach to the businesses. market, the edge they have into how “Typically, first-time funds or new they deliver those returns, and most managers were raising funds with a importantly perhaps, by demonstrating couple of hundred million dollars,” they can continue to deliver those says Kallen. “You’re now seeing more returns even as the market continues and more first-time funds and new to heat up and potentially even turns managers starting with $1 billion.
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