Annual Report on the Performance of Portfolio Companies, IX November 2016
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Annual report on the performance of portfolio companies, IX November 2016 Annual report on the performance of portfolio companies, IX 1 Annual report on the performance of portfolio companies, IX - November 2016 Contents The report comprises four sections: 1 2 3 4 Objectives Summary Detailed Basis of and fact base findings findings findings P3 P13 P17 P45 Annual report on the performance of portfolio companies, IX - November 2016 Foreword This is the ninth annual report The report comprises information and analysis With a large number of portfolio companies, on the performance of portfolio to assess the potential effect of Private Equity a high rate of compliance, and nine years of ownership on several measures of performance information, this report provides comprehensive companies, a group of large, of the portfolio companies. This year, the and detailed information on the effect of Private Equity (PE) - owned UK report covers 60 portfolio companies as at 31 Private Equity ownership on many measures of businesses that met defined December 2015 (2014:62), as well as a further performance of an independently determined 69 portfolio companies that have been owned group of large, UK businesses. criteria at the time of acquisition. and exited since 2005. The findings are based Its publication is one of the steps on aggregated information provided on the This report has been prepared by EY at the portfolio companies by the Private Equity firms request of the BVCA and the PERG. The BVCA adopted by the Private Equity has supported EY in its work, particularly by industry following the publication that own them — covering the entire period of Private Equity ownership. This year, data was encouraging compliance amongst its members of guidelines by Sir David Walker received covering 53 portfolio companies, a and non-members; the BVCA and the PERG to improve transparency and compliance rate of 88%, a decline from last year have also provided comments on early drafts to EY. As in prior years, we welcome comments disclosure, under the oversight of 92%. On many measures of performance, the data on the current portfolio is combined and suggestions on this report to the contact of the Private Equity Reporting with data from portfolio companies exited in details at the end of this report. Group (PERG). 2015 and earlier, which provides over 100 data Yours faithfully, points, typically measuring performance over EY several years. 1 Objectives and fact base Annual report on the performance of portfolio companies, IX 3 Objectives and fact base Q&A What are the objectives What are the What are the criteria How robust is the data How accurate are the of this report? distinctive features used to identify portfolio set used in this report? individual portfolio of the Private Equity companies and how are company submissions? business model? they applied? The objective of this The distinctive features of Portfolio companies are The aggregated data in this The portfolio company annual report is to present the private equity business identified at the time of report covers 91% of the submissions are drawn independently prepared model include controlling their acquisition, on basis total population of portfolio from key figures disclosed information to inform ownership of its portfolio of criteria covering their companies. This year, in published, independently the broader business, company investments, the size by market value, the compliance for the current audited, annual accounts. regulatory and public use of financial leverage, scale of their UK activities portfolio companies was The data returned to EY is debate on the impact of and its long-term investing and the remit of their 53 of 60, or 88%. checked for completeness Private Equity ownership horizon. investors. The criteria and iterated with the on large, UK businesses. and their application are Private Equity firms as independently determined required. by the PERG. Annual report on the performance of portfolio companies, IX 4 Objectives and fact base What are the objectives of this report? The objective of this annual report is to present independently prepared information to inform the broader business, regulatory and public debate on the impact of Private Equity ownership on large, UK businesses. This study by EY reports on the performance of Key questions of interest to the many • Do companies grow during private the large, UK businesses (the portfolio companies) stakeholders in the portfolio companies that are equity ownership? owned by Private Equity investors that meet the addressed in this report include: • How do private equity investors generate returns criteria determined by the PERG. It forms part of • Do portfolio companies create jobs? from their investments in the portfolio companies? the actions implemented by the Private Equity How much is attributable to financial engineering, industry to enhance transparency and disclosure • How is employee compensation affected by PE public stock market movement, and strategic and as recommended in the guidelines proposed by Sir ownership: pay, terms and pension benefits? operational improvement? David Walker. • Do portfolio companies increase or decrease The findings of this report constitute a unique By aggregating information on the businesses that investment: capital expenditure, R&D, in bolt-on acquisitions or disposals? source of information to inform the broader meet a defined set of criteria at the time of their business, regulatory and public debate on the acquisition, there is no selectivity or performance • What are the levels of financial leverage in the impact of Private Equity ownership, by evidencing bias in the resulting data set. This is the most portfolio companies and how does this change if and how its distinctive features (including accurate way of understanding what happens to over time? investment selection, governance, incentives and businesses under Private Equity ownership. • How does productivity change under PE financial leverage) affect the performance of large, ownership: labour and capital? UK businesses. Annual report on the performance of portfolio companies, IX 5 Objectives and fact base What are the distinctive features of the private equity business model? The distinctive features of the private equity business model include ownership of its portfolio company investments, the use of financial leverage, and its long term investing horizon. Limited Partners (LPs) / Investors Ownership of portfolio companies Long term • Commit to invest equity in fund as General Partner advised by GP (GP) • The private equity fund typically acquires all or a • LPs make an investment commitment to a • Pension funds, insurance companies, • Raises funds majority of the equity in its portfolio companies Private Equity fund of c.10 years. Government and & Sovereign Wealth from LPs / giving it (as advised by GP) control of the board, Investors • Typically equity capital is invested for the for first Funds, family offices and the GP itself strategy, management and operations of the 5 years and realised in the second 5 years. Equity company. • Makes all • Typical investment horizon of 3–7 years per investment and • Most other financial investors (e.g., hedge portfolio company investment (average in this divestment funds, public equity funds) acquire minority decisions for the study is 6 years). Private equity fund fund shareholdings with no direct influence over Vehicle for portfolio company management or strategy. • There are restrictions on withdrawing • Earns management investments made, and later realised; commitments from the fund, thereby allowing a fees and is entitled all equity to a performance- Use of financial leverage long term investment period. This is in contrast Equity Equity related share of to many other financial investors (e.g., hedge realised profits • In acquiring portfolio companies third party funds, public equity funds) who invest in publicly debt is used and this is secured on the portfolio traded shares that have few restrictions on • Typically controls company itself, alongside equity provided by the Portfolio Portfolio buying or selling that have few restrictions on board of portfolio private equity fund. company company companies buying or selling. Debt Debt • The leverage levels applied to portfolio company investments are typically higher than public company benchmarks Banks, lending against security of individual portfolio company Annual report on the performance of portfolio companies, IX 6 Objectives and fact base What are the criteria used to identify portfolio companies, and how are they applied? Portfolio companies are identified at the time of their acquisition, based on criteria covering their size by market value, the scale of their UK activities, and the remit of their investors. The criteria and their application are independently determined by the PERG. The criteria for identifying portfolio companies, and • “Acquired by one or more private equity firms in a The companies, and their investors, that meet their application, are determined by the PERG (see secondary or other non-market transaction where the criteria were identified by the BVCA, and then privateequityreportinggroup.co.uk for details of enterprise value at the time of the transaction is approved by the PERG. composition and remit). in excess of £350 million, and either more than 50% of revenues were generated in the UK or UK As in prior years, the portfolio companies that employees totalled in excess of 1,000 full time volunteered to comply with the disclosure aspect A portfolio company, at the time of its equivalents”; and where. of the guidelines, but did not meet all of the criteria acquisition, was: above at acquisition, are excluded from this report. • Private equity firms are those that manage • “Acquired by one or more private equity firms in or advise funds that own or control portfolio a public to private transaction where the market companies, or are deemed after consultation on capitalisation together with the premium for individual cases by the PERG, to be ‘private equity acquisition of control was in excess of £210 million, like’ in terms of their remit and operations.