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Private Equity: the Directors’ View

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Private Equity: the Directors’ View Private equity: the directors’ view Directorbank report 2008 Summary of participants We received 261 responses to the questionnaire with respondents varying in age between 41 and 77. All but 3% were men. 49% of those responding had been involved in deals in London and the South East, 23% in other parts of England, just over 11% in Scotland and Wales with the remainder abroad. Respondents had been involved in deals across a wide range of sectors, but the largest numbers were involved in manufacturing (23%) and business services (18%). The value of deals which respondents were involved in totalled £13.6 billion with an estimated workforce of 152,000. The most frequent size range for those deals was between £10-100 million making this a predominantly mid-market survey. Many deal types were represented but MBOs were involved in 42% of cases, with BIMBOs and MBIs accounting for another 34%. At the time of their involvement, 45% were managing directors, 23% finance directors, 20% chairman with the rest being a mix of other executive and non-executive directors. Most impressively, there were many serial deal-doers represented in the example. 64% had been involved in two or more private equity deals with 18% claiming five or more. These serialists were especially well represented amongst those reporting on MBI deals – 55% had done three or more deals compared with fewer than a third of those reporting on MBOs. Contents 02 Summary of participants 03 Executive summary 04 Securing backing 05 Due diligence 06 Building the company together 08 Change management 09 Exit stage left 10 Risk and reward 11 About Grant Thornton and Directorbank Directorbank report Executive summary The private equity industry has become a fundamental driver “Increasingly fortunes are made, of the UK economy, with a presence in almost every sector, targeting businesses from start-up to the largest Plcs. While and sometimes careers stalled, billion pound deals draw the lion's share of the headlines, through partnering with private PE-backed MBOs, and MBIs have driven innovation and equity houses, and this research growth in every part of the economy. offers valuable insight for directors While the focus is often on the motivations and methods of the private equity investors themselves, the people they wanting to explore the risks and back the company directors, are absolutely fundamental in rewards of MBOs and MBIs from creating value and their collective views are less well heard. those who have already travelled Therefore this research sets out to offer a voice to those directors that have experienced private equity deals often that path,” several times over. It examines how the private equity industry David Ascott interacts with management teams pre, during and post-deal Head of Private Equity from the directors' point of view, and explores the risks and Grant Thornton rewards of becoming part of such a process. The report offers an insight into the deal process for those directors looking to work with private equity for the first time, “Private equity backed companies or simply better understand the industry through the now employ 21% of the UK's experience of others. Deal fundamentals have been examined private workforce; three million in detail, from approaching private equity houses through people. Therefore the greater the due diligence and the investor/director relationship while businesses are under PE ownership, to examining whether understanding of how private expectations were met. equity operates by all parties looking to partner with private equity, the greater the overall economic benefit to the UK,” Jonathan Hick Founder and Director Directorbank Private equity: the directors’ view 3 Directorbank report Securing backing Director considerations: Half of those directors involved in “PE firms were happy • Expect to contact a large number MBOs met with at least five separate to see people and let of different private houses for investors about the opportunity they deal backing were pursuing, while a third spoke to them do a lot of work • Seek the help of advisers to organise at least seven. MBI candidates needed on deals without any finance effectively to be even more persistent, with two real commitment from • Private equity firms are generally thirds (67%) speaking to seven or more good at keeping in touch and are investors. Private equity houses also them although they very management friendly initially often used the filter of a third party expected/preferred that • Seek clarity on investment adviser to organise pre-deal discussions you worked exclusively expectations both from a private (55% for MBOs, 42% for MBIs), equity and management perspective highlighting the need for established with them.” contacts in the financial advisory At this pre-deal stage the majority community, particularly for those of private equity houses encountered who were looking for their first were viewed as management friendly private equity backed deal. by more than three quarters (77%) of directors, something that the research “My strongest impression demonstrates tends to become less was that the investors had positive post-deal. very strong, maybe rigid, However, PE houses were viewed far less favourably in terms of laying criteria which defined out pre deal expectations around their willingness to management performance and reward. become involved.” Just 20% of directors felt investors' expectations had been fully Almost half of directors involved in communicated, while 48% found this both MBOs and MBIs said three or communication adequate. A full third more of the PE houses they had met said communication was either limited with initially made the effort to keep or non-existent. in contact. However, the process was time consuming, with 43% of those who had participated in an MBI searching for the right opportunity for more than 12 months, and 6% seeking deal opportunities for more than two years. 4 Private equity: the directors’ view Directorbank report Due diligence Director considerations: Most directors reported spending a One of the weakest areas was the • Despite huge personal effort long time involved in the due diligence process of interviewing management as and involvement in due diligence, process, many reporting hundreds of part of the due diligence process, which directors were largely unimpressed hours of meetings spread over weeks was often patchy while referencing was with the value of these efforts and sometimes months. found to be lightweight. This was largely • The majority of directors felt However, 80% of directors felt due to the surprisingly low levels of investors didn't have a full that investors had at least adequate referencing, with a third of respondents understanding of the business understanding of the relevant unaware of any references being taken post due diligence commercial and strategic issues. and a further 40% indicating that only • Only 20% of management received This then dropped to 65% who one or two had been taken. Fewer than useful insights from the due understood the strengths and half of respondents (45%) felt that they diligence process weaknesses of the management team, had been assessed adequately, while only • Management interviewing and and fell to 60% who had a handle 40% saw other directors (executive or referencing was particularly on the wider organisation, including non) as adequately assessed. This patchy and lightweight only 9% that believed investors included just 2% who felt their fellow fully understood these issues. directors had been assessed fully. Outside specialists brought in to “The process takes twice assist in the due diligence process were not used at all by 59% of investors as long as you expect!” despite the fact that there was no strong feeling against such a process. There was disappointment regarding useful feedback – just 20% got useful insights though due diligence. A total of 60% of directors assessed by a third party wanted more feedback on opportunities for organisation development. "Given the time and costs involved in diligence, directors should insist that advisers not only scrutinise the past but generate future value for the business." Mike Hicks Private equity: the directors’ view 5 Directorbank report Building the company together Director considerations: Experienced private equity investors Most investors relied on their chairmen • Investors largely retain a focus on talk of a time when their relationship to help set the tone and frequency of the financial performance with little with investees was almost exclusively relationship with the rest of the board. emphasis on organisational issues financial in its orientation. In recent Of those respondents who had served • The chairman’s role is a critical years more emphasis has been placed as chairman of PE backed businesses, success factor to the investment on understanding and improving all but 20% claimed to have spent three balancing the interest of investor operational and commercial issues. or more days a month involved in the and management business, outside board meetings. But • Management are keen to work “The board meetings were other directors suggested that 60% with the same investors again if of chairmen spent less than three chairman/non-executive directors’ dominated by detailed days a month. Interestingly, directors relationships were successful financial analysis and rated the effectiveness of chairmen • 70% of directors found investors progress to the exit.” significantly higher when they were active board participants were more active in the business. In the boardroom, more than 70% of Getting the right chairman is crucial directors found investors were active and it is no coincidence that ratings participants. Outside formal meetings, of investor effectiveness were closely only 40% of investors were actively correlated with ratings of chairmen. involved with a higher proportion 84% of directors rated their chairmen waiting for contact to be initiated as good or excellent – a figure which by the executive team or chairman. fell to just 61% for other non-executives.
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