Private Equity Deskbook Mid-Year Update 2008 2008 © Probitas Partners Contents Introduction ......................................................................... 1 The Perfect Storm: The Credit Cycle & Private Equity .................................................................... 2 The Market for Buying Companies .................................. 2 Defaults & Bankruptcies ..................................................... 4 Fundraising & Distressed Investing ............................... 9 “The Best & the Brightest” .............................................. 11 The Venture Capital Market: No Exit .......................... 13 The Secondary Market ..................................................... 14 Conclusion ........................................................................... 18 Funds in or Coming to Market ....................................... 20 Introduction Probitas Partners is a leading independent knowledge, innovation and solutions provider to private markets clients. It has three integrated global practices that include placement of alternative investment products, portfolio management and liquidity management. These services are offered by a team of employee owners dedicated to leveraging the firm’s vast knowledge and technical resources to provide the best results for its clients. probity ¯¯˘ n. [from Latin probitas: good, proper, honest.] adherence to the highest principles, ideals and character. On an ongoing basis, Probitas Partners offers research and investment tools on the alternative investment market as aids to its institutional investor and general partner clients. Probitas Partners compiles data from various trade and other sources and then vets and enhances that data via its team’s broad knowledge of the market. Accurate data is elusive in private markets. Probitas Partners shares this data in an effort to improve professionalism, consistently raise the bar on professional services, and assist all participants in their investment, portfolio management and fund raising endeavors. Included within this 2008 Private Equity Mid-Year Update is our listing of Funds In or Thought to Be Coming to Market Over the Next 12 Months. A few important user notes on the listing: • The list does not track funds smaller than $100 million or €70 million, as these are not often targeted by institutional investors; • Information is collected from various data sources, but dynamically and accurately tracking when funds are launched and when they are finally closed is a difficult business. We constantly interact with investors and other industry sources in an effort to keep the data updated, and Probitas Partners appreciates receiving any corrections or updates which will help keep this listing as up to date as possible; and • Information on private equity real estate and infrastructure funds is captured separately in our Real Estate & Hard Asset Mid-Year Update. Probitas Partners relies upon its knowledge of the investment pace of previous funds, informal discussions with institutional investors and general partners, and its knowledge of emerging managers. Specifically, we do not seek confirmation of these estimates with general partners in order to avoid SEC public offering prohibitions. For the same reason, Probitas Partners does not include in this listing information on funds it is currently offering. Qualified investors seeking information on Probitas Partners’ placed funds should contact Probitas Partners directly in order to have the most complete picture of all institutional funds currently in the market. 1 Confidential & Trade Secret ©2008 Do not circulate or publish. The Perfect Storm: The Credit moderate. As sellers’ expectations gradually Cycle & Private Equity adjust and debt availability returns to the market, experienced buyout professionals The problems in the capital markets and (and limited partners) are expecting private equity investing that became evident Vintage 2008 and 2009 funds to capitalize in the summer of 2007 began to swell into a on increased opportunities to buy companies perfect storm during the first half of 2008. at reduced prices. Concerns regarding the availability of cheap debt to fund buyouts in the private equity industry remain, but such concerns have been overtaken by worries about the credit The Market for Buying quality of existing portfolio companies. The Companies combination of high levels of leverage and an impending recession in North America The dwindling availability of debt to support is creating a building wave of corporate acquisitions, the increasing threat of defaults, many of which are portfolio recession in the U.S. and the resulting turmoil companies of buyout funds. in the public equity markets has dramatically impacted global mergers and acquisitions Though the performance outlook for Vintage activity. As noted in Table I, newly-announced 2005 and 2006 buyout funds is bleak, transactions fell by over 35% worldwide especially for the larger funds that were most during the first half of 2008. In particular, aggressive with leverage, the current market the developed markets of North America, turmoil is shaping a more positive base Western Europe and Japan have been much and performance dynamic for the future. more heavily impacted than other markets to For example, the high price expectations date, with each registering declines of roughly (set when the market peaked) of those 45%. Activity in the emerging markets, which looking to sell companies are beginning to are less dependent on debt and are supported Table I Announced Mergers & Acquisitions by Region, First Half of 2008 Region Value, Millions of Number of Deals Value Change U.S. Dollars from 2007 Worldwide 1,566,774.5 18,488 -35.7% North America 624,450.5 5,672 -45.0% Western Europe 452,013.7 4,778 -46.8% Japan 37,924.4 1,254 -44.2% Asia-Pacific 260,710.5 4,722 23.6% Brazil 47,441.1 308 138.4% Eastern Europe 82,722.3 927 -2.5% Source: Thomson Reuters Confidential & Trade Secret ©2008 Do not circulate or publish. 2 by still-growing economies, has increased in was the purchase of the concession for the a number of instances, though based off of Pennsylvania Turnpike, an infrastructure a much smaller base than in the developed transaction. markets. China, Brazil and India, in particular, still show robust domestic growth and strong For those buyout transactions that have M&A activity, though their publicly-traded been completed, the amount of leverage securities markets have become volatile. used to purchase individual companies has dropped substantially. As detailed in The decline in activity within the North Chart I, after increasing every year since American leveraged buyout market has been 2002, the average debt multiple of large even more dramatic. First-half 2008 activity corporate LBO loans dropped from 6.9x for for North American buyout firms was only 2007 (when the market peaked), to 4.9x for $26 billion, a 92% decline from the first half the first half of 2008. of 2007. On a percentage basis, during the second quarter of 2008 leveraged buyouts The average debt multiple for current accounted for only 3% of M&A activity in investments in large buyout fund portfolios North America, plummeting from an all- may actually be overstated. During the first time high of over 30% in the second quarter half of 2008, a number of large buyout of 2007. funds began to pursue minority investments into large companies on a pure equity basis On a global basis, activity at the largest with no leverage at all. Certain institutional end of the market, the domain of Mega investors have expressed concern about Buyout funds, was hit particularly hard. Of what they perceive to be strategy drift in the 15 largest announced M&A transactions these investments; how such investments will in 2008, only a single transaction involved eventually perform is still very much up in private equity investors — and that transaction the air. Chart I Average Debt Multiples of Large Corporate LBO Loans (i.e., Issuers with EBITDA > $50mm) 8 6.9 7 6.2 5.7 6 5.4 5.3 5.4 4.7 4.8 4.9 5 4.6 4.2 4.1 4.0 4 3 2 1 Debt to Equity Multiple at Purchase Equity Debt to 0 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 As of June 30, Source: Standard & Poor’s LCD 2008 3 Confidential & Trade Secret ©2008 Do not circulate or publish. Defaults & Bankruptcies worse and whose outlook is negative, or are on CreditWatch with negative implications. As 2008 has progressed, predictions of Its latest list includes 130 companies, 46 of defaults on high-yield bonds and loans have which are companies sponsored by private increased. Standard & Poors reported 28 equity firms. The list of the ten largest defaults on rated debt as of May, compared portfolio companies of private equity funds to 22 for all of 2007. They predict that by on the latest “Weakest Links” list comprises early 2009 defaults will increase to 4.7% Table II. (Of note, Linens ‘n Things, an Apollo of outstanding high-yield debt (from .97% portfolio company that was on the March list, in December 2007). Furthermore, Moody’s has since filed for a Chapter 11 bankruptcy.) now predicts defaults rising to 6.1% over the same period. The “Weakest Links” list highlights another symptom of the current cycle — the These general forecasts are distinctly fact that problem credits to date have illustrated in the distress of the current been concentrated in North America. private equity market. On a regular basis, All of the firms on the list in Table II, and 44 Standard & Poors produces