Private Equity
Total Page:16
File Type:pdf, Size:1020Kb
PRIVATE EQUITY Viney Sawhney <[email protected]> Introduction – Course Description This course is the study of private equity money invested in companies that are not publicly traded on a stock exchange or invested in as part of buyouts of publicly traded companies. The objective of the course is to provide a comprehensive overview and in-depth understanding of the private equity markets. Private equity finance will be explored from a number of perspectives, beginning with the structure and objectives of private equity funds; followed by the analysis and financing of investment opportunities; and finally crafting strategies for harvesting investments. There has been an increase in both the supply of and demand for private equity. On the supply side, the amount of private equity under management - by partnerships investing in private equity, growth investments, leveraged buyouts, distressed companies, real estate, etc. - has increased dramatically in recent years. On the demand side, an increasing number of individuals and companies are interested in starting and growing their respective businesses. Collectively, small and medium businesses are focused in gaining access to Private Equity and understanding the dynamics of this unique funding source. Course objectives The main objective of the course is to provide students with the necessary theoretical and conceptual tools used in private equity deals. The course provides the intellectual framework used in the private equity process, valuation in private equity settings, creating term sheets, the process of due diligence and deal structuring. Other learning objectives include building an understanding of harvesting through IPO or M&A, public-private partnerships and sovereign wealth funds. The final objective of this course is to show how corporate governance, ethics and legal considerations factor into private equity deals. Appropriate for Students Pursuing: This course is appropriate for students pursuing a career in private equity and for students who wish to broaden their understanding of finance by applying financial concepts and techniques to analyze activities and enterprises in the private equity market. Main Topics 1) Private Equity Process 2) Valuation and Term Sheets 3) Deal Structuring 4) Harvesting 5) Due Diligence 6) Public-Private Partnerships 7) Sovereign Wealth Funds 8) Legal, Ethical and Governance Issues in Private Equity Settings Course Evaluation The grading of the course will be based on the following weighting scheme: 20% Class Participation and homework 30% Discussion of Financial articles 20% Mid-term Group Presentation 30% In-Class Final Exam The course will be taught in the form of lectures together with case studies intended for in class discussion. Each week students shall be e-mailed three select articles from leading financial publications, e.g., Financial Times, Wall Street Journal, New York Times. Each student will be part of a study group made up of at least three members. Weighting for class participation will be derived from individual assignments and class discussion on case studies. Teaching Method This course will have a number of different dimensions including: • Lectures • Case analysis • Discussion of financial articles • Guest speakers from industry and academia Required reading Reading of leading financial articles is required for the interactive class discussions of current events. Course Textbook and CoursePack Cendrowski, Harry, Martin, James P., Petro, Louis W., and Wadecki, Adam A, Private Equity Second Edition: History, Governance, and Operations (Wiley Finance © 2012) CoursePack: MGMT E-2790: Private Equity Professor V. Sawhney, Harvard University Spring 2016 Academic Integrity Information on Academic Integrity can be found at http://www.summer.harvard.edu/resources- activities/resources-support-academic-integrity#student "You are responsible for understanding Harvard Summer School policies on academic integrity and how to use sources responsibly. Not knowing the rules, misunderstanding the rules, running out of time, submitting “the wrong draft,” or being overwhelmed with multiple demands are not acceptable excuses. There are no excuses for failure to uphold academic integrity." Disabilities Services "The Summer School is committed to providing an accessible academic and residential community. The Disability Services Office offers a variety of accommodations and services to students with documented disabilities, permanent and temporary injuries, and chronic conditions. If you are a student with a disability, we engage you in an interactive process to provide you an equal opportunity to participate in, contribute to, and benefit from our academic and residential programs. Disability Services Coordinator 51 Brattle Street Cambridge, MA 02138 voice: (617) 495-0977 TTY: (617) 495-9419 fax: (617) 495-3662 e-mail: [email protected]" SYLLABUS Session 1: THE PRIVATE EQUITY PROCESS This session introduces the private equity process, the terms and how value is created. This session covers the private equity process from initially determining the size of the fund, through fund raising, sourcing portfolio investments, acquiring the portfolio companies and converting equity value back to cash by liquidating portfolio holdings. The means by which private equity firms create value and enhance the valuation of their portfolio is also covered. Required Reading: Cendrowski, Harry, Martin, James P., Petro, Louis W., and Wadecki, Adam A, Private Equity, History, Governance, and Operations, John Wiley & Sons (New York, NY, 2012), Chapter 1 “A Note on Private Equity Partnership Agreements,” 1994, HBS publication 9-294-084 “A Note on Private Equity Fund-Raising,” 2000, HBS Publication # 9-201-042 Case: “Gobi Partners: Raising Fund II,” 2007, HBS Case #9-807-093. The three founding partners of Gobi Partners, a venture capital fund investing in early start IT and digital media companies in China, are planning to raise a second fund. The first $51.75 million fund is close to being entirely invested and the portfolio companies are doing well, with two having raised subsequent financings at significantly increased valuations. The firm itself has increased its headcount and opened a second office, but it has not, however, exited any of its companies. How much money should the partners hope to raise, and from whom? The stakes are high, as none of them has taken a paycheck in three years. Session 2: THE PROCESS OF INVESTMENT Provides a broad overview of the evolution of the private equity industry. Introduces the objectives and perspectives of institutional investors in private equity funds and highlights the incentive and information problems that private investors in private equity funds face and their responses to these problems. Required Reading: “A Note on Private Equity Securities,” 1999, HBS Publication # 9-200-027 Case: “Yale University Investments Office: August 2006,” 2007, HBS Case # 9-807-073 The Yale Investments Office must decide whether to continue to allocate the bulk of the university's endowment to illiquid investments-hedge funds, private equity, real estate, and so forth. This case considers the risks and benefits of a different asset allocation strategy and highlights the choice between different subclasses, e.g., between venture capital and leveraged buyout funds. Session 3: COMPENSATION IN PRIVATE EQUITY PARTNERSHIPS Case: “Acme Investment Trust” HBS Publication # 9-296-042, Revision Date: October 2000. Acme Investment Trust is considering investing in a private equity partnership that is seeking only 15% of the profits, instead of the standard 20%. The management fee requested, however, is higher than in its earlier fund. The pension managers must consider the financial and organizational consequences of this shift. Session 4: STRUCTURING TERM SHEETS This session covers the elements and characteristics of term sheets. Also seeks to sharpen students' understanding of how to compare term sheets and how to select the best term sheet given the likely evolution of a venture. Required Reading: “Note on Private Equity Deal Structures,” Tuck School of Business at Dartmouth, 2005, Case # 5-0006 Case: “Term Sheet Negotiations for Trendsetter, Inc.,” 2004, HBS Case #9-801-358 Describes two aspiring entrepreneurs who have just received offering documents for venture funding (known as term sheets) from two venture capital firms. Neither of the entrepreneurs have experience raising capital, and they are wondering how to compare the two proposals and which one to choose. They need to make a decision fast. The documents contain two complete term sheets which are similar in structure but different in important ways. Both term sheets have advantages and disadvantages for the entrepreneurs. Choosing one over the other requires a careful analysis as well as a certain set of assumptions about the growth of Trendsetter, Inc. Session 5: VALUATION AND CAPITAL STRUCTURE This session covers valuation techniques in a highly leveraged setting, including a discussion of how private equity firms create value and how deals are structured to realize such value. Required Reading: “A Note on Valuation in Private Equity Settings,” 1996, HBS Publication # 9-297-050 “A Note on Valuing Equity Cash Flows,” 2009, HBS Publication # 9-295-085 Case: “Hertz Corporation (A) and (B),” 2007, HBS Cases #9-208-030 and #9-208-031. Examines the leveraged buyout of Hertz in 2005, a complex, high-profile deal and a good example of cutting-edge practice in