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Private Equity and Corporate Governance: Retrospect and Prospect
353 Corporate Governance: An International Review, 2009, 17(3): 353–375 Private Equity and Corporate Governance: Retrospect and Prospect Mike Wright*, Kevin Amess, Charlie Weir and Sourafel Girma ABSTRACT Manuscript Type: Review Research Question/Issue: We assess the corporate governance role and the impact of private equity. Research Findings/Results: Private equity firms are heterogeneous in their characteristics and activities. Nevertheless, a corporate governance structure with private equity involvement provides incentives to reduce agency and free cash flow problems. Additionally, private equity enhances the efficacy of the market for corporate control. Private equity investment is associated with performance gains, with such gains not simply being a result of transfers from other stakeholders. In the short term, the benefits appear clear to outgoing owners and to the new owners and management while in the longer term the benefits are less clear. While non-financial stakeholders argue that other stakeholders suffer in the short and long term, the evidence to support this view is at best mixed. Theoretical Implications: By reviewing a comprehensive selection of theoretical and empirical papers published in refereed academic journals in finance, economics, entrepreneurship, and management as well as publicly available working papers and private equity industry studies, we develop a more complete understanding of private equity investment. Agency theory has shortcomings when applied to the broad sweep of private equity-backed buyout types, as in some cases pre-ownership change agency problems were likely low (e.g., family firms), in some cases the exploitation of growth opportunities owes more to the entrepreneurial behavior of managers than to improved incentives, and in some institu- tional contexts outside Anglo-Saxon countries traditional agency issues are different and stakeholder interests are more important. -
Annual Report 2019 Contents
Annual Report 2019 Contents 4 Foreword 93 Report of the Supervisory Board 6 Executive Board 102 Consolidated Financial Statements 103 Consolidated Statement of 8 The Axel Springer share Financial Position 10 Combined Management Report 105 Consolidated Income Statement 106 Consolidated Statement of 13 Fundamentals of the Axel Springer Group Comprehensive Income 24 Economic Report 107 Consolidated Statement of 44 Economic Position of Axel Springer SE Cash Flows 48 Report on risks and opportunities 108 Consolidated Statement of Changes in Equity 60 Forecast Report 109 Consolidated Segment Report 71 Disclosures and explanatory report on the Executive Board pursuant to takeover law 110 Notes to the Consolidated Financial Statements 77 Corporate Governance Report 180 Responsibility Statement 181 Independent Auditor’s Report 187 Boards 2 Group Key Figures in € millions Change yoy 2019 2018 Group Revenues – 2.2 % 3,112.1 3,180.7 Digital revenue share1) 73.3 % 70.6 % 2) EBITDA, adjusted – 14.5 % 630.6 737.9 EBITDA margin, adjusted2) 20.3 % 23.2 % 2) EBIT, adjusted – 21.5 % 414.5 527.9 EBIT margin, adjusted 2) 13.3 % 16.6 % Net income – 35.4 % 134.6 208.4 2) Net income, adjusted – 21.5 % 263.7 335.7 Segments Revenues Classifieds Media 0.1 % 1,213.8 1,212.5 News Media – 4.4 % 1,430.9 1,496.2 Marketing Media 0.8 % 421.5 418.3 Services/Holding – 14.4 % 46.0 53.7 EBITDA, adjusted2) Classifieds Media – 3.8 % 468.4 487.2 News Media – 39.3 % 138.5 228.2 Marketing Media 20.3 % 107.8 89.6 Services/Holding − – 84.1 – 67.0 EBIT, adjusted2) Classifieds Media – 7.1 % 377.9 406.7 News Media – 54.4 % 72.1 158.2 Marketing Media 26.1 % 83.3 66.0 Services/Holding − – 118.6 – 103.0 Liquidity and financial position 2) Free cash flow (FCF) – 38.1 % 214.6 346.9 2) 3) FCF excl. -
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. -
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 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. -
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. -
The Determinants of Bankruptcies Post LBO, Master Thesis, Jonas
The Determinants of Bankruptcies post LBO - A study of North American post LBO bankruptcies 1980-2006 Jonas Granström ♠ Pär Warnström ♣ Master’s Thesis in Finance Stockholm School of Economics This thesis aims to shed light upon the determinants of default amongst leveraged buy out targets. We study 519 North American bankruptcies of leveraged buyout transactions and examine specific characteristics of the private equity sponsor, the target firms and the economic climate at the time of the transaction. We study three main areas, private equity firm characteristics, target firm characteristics and economic climate. We find that young firms are more likely to face bankruptcy and that increasing profitability of the industry the target is active within at the time of the buyout have negative correlation with bankruptcy. Moreover, we find that deals made in boom periods as proxied by periods of low US-yield spread are more likely to default. Keywords: Private Equity, Buyouts, Financial Distress Tutor: Associate Professor Per Strömberg Date: Location: Stockholm School of Economics Discussants: Acknowledgements: We would like to thank Per Strömberg for his valuable support and advice throughout the process of writing this paper. ♠ [email protected] ♣ [email protected] 0 Contents 1. Introduction .......................................................................................................................... 2 2.Theoretical framework ......................................................................................................... -
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 -
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
Asia’s Private Equity News Source avcj.com January 20 2015 Volume 28 Number 03 EDITOR’S VIEWPOINT Slower growth in China does not mean fewer opportunities for PE Page 3 NEWS Alibaba, Carlyle, CDC, CPPIB, Hamilton Lane, IDG, India Value Fund, Multiples, OTPP, Vision Knight, SoftBank, TA Associates, Sequoia, Tiger Global, Yunfeng Page 4 DEAL OF THE WEEK Macro headwinds blow Peoplebank off course Page 13 PORTFOLIO J-Star helps Japan’s 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 FOCUS DEAL OF THE WEEK Blood on the street Bang for their buck China’s mobile taxi-booking app battle Page 11 ChrysCapital nets 2x return on ING Vysya Page 13 4th Annual Private Equity & Venture Forum Indonesia 2015 24 March, Grand Hyatt Jakarta GLOBAL PERSPECTIVE, LOCAL OPPORTUNITY avcjindonesia.com SIGN UP NOW! Volatility, Opportunities and Jokonomics: AND US$200 A new landscape for PE (until 6 FEB only)SAVE We are delighted to bring your attention to the NEW speakers already confirmed for the 4th Annual AVCJ Indonesia Forum. Taking place on 24 March 2015 in Jakarta, this year’s agenda will adopt a lively and interactive format, addressing the significant potential as well as challenges PE is facing in this unique but volatile market. Join local and regional private equity leaders to debate whether Indonesia is still THE hot market in Southeast Asia and how deal activity can be increased over the next 12 months. NEW speakers just confirmed include: Wilson -
The Current State of Lbos
Bachelor Thesis Economics and Business Faculty of Economics and Business Academic year: 2019 – 2020 The Current State of LBOs Specialization: Finance Student Name: Duricu Vlad Marco George Student Number: 11838418 Supervisor: Florencio Lopez de Silanes Molina 1 Statement of Originality This document is written by Student Vlad Marco George Duricu who declares to take full responsibility for this document's contents. I declare that the text and the work presented in this document are original and that no sources other than those mentioned in the text and its references have been used in creating it. The Faculty of Economics and Business is responsible solely for the supervision of completion of the work, not for the contents. Abstract This paper investigates if trends in the private equity industry and leveraged buyouts established by Stromberg (2007) prior to financial crisis still hold for the last decade. The focus of the research is on three categories sub-deals, regions and industries. It is also investigates what are the common characteristics of an attractive target for a leveraged buyout. The outcome regarding the common trends are different compared the period before the financial crisis. The main reason could be the change in the investor’s behavior (mainly PE). On the other hand, the characteristics of an attractive target for an LBO are in line with the literature. This illustrates that the behavior of the investors only changed in terms of non-financial factors. 2 Table of Contents 1. Introduction ............................................................................................................................................