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PE Funds April 2012

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PE Funds April 2012 ASIAN LEGAL BUSINESS 40 PE FUNDS APRIL 2012 FLIGHT to Quality REUTERS/Joe Chan WWW.LEGALBUSINESSONLINE.COM : @ALB_Magazine : Connect with Asian Legal Business PE FUNDS 41 FLIGHT to Quality CHINESE PRIVate EQuity FUNDS ARE facing A SHAKE-UP WITH THE boom TIMES ENDING for MANY, AS FUND raising DRIES UP AND NEW tougher rules ARE EXpecteD to BE introDUCED later THIS year. THE TIME IS approaching WHEN THE wheat WILL BE separateD from THE CHAFF. What WILL FUNDS NEED to DO to SURVIVE IN THIS tough climate, AND WHERE ARE CHINA’S most prominent sponsors heaDED? CANDICE MAK reports ASIAN LEGAL BUSINESS 42 PE FUNDS APRIL 2012 ccording to a Zero2IPO Research raised in the Chinese mainland in 11 months was $26.4 billion, a surging Centre report, Chinese private equity increase of 237 percent from the total in 2010. Zero2IPO estimated that (PE) firms are likely to encounter dif- new PE funds raised in 2011 may have reached $30 billion. However, the ficulties in fundraising and tougher report cautioned that fund raising by PE firms will become more difficult regulationsA this year. The report also noted that in 2012 with tightened liquidity in the market. the expected extension of regulations nation- wide will force some firms to start cleaning up Boom times are over their operations to avoid breaching the new rules The Zero2IPO report coincides with a Reuters analysis from December, (please see box on page 48: Regulatory update). 2011 that said the boom of thousands of PE funds in China appears to have Chinese PE funds are expected to undergo a come to an abrupt end. The proliferation of domestic fund launches since period of reshuffling in the coming eight months 2008 was sparked by the prospect of quick and easy money, and returns as owing to several market factors. These include high as 400 times on a cash investment. But domestic market weakness, the decrease in domestic initial public offering a tight monetary policy, and growing economic uncertainty made both (IPO) valuations, the increased sophistication of fundraisings and exits for PE firms increasingly difficult. companies seeking financing, and the resulting As a result, many speculative funds which invest in companies just before increased emphasis on value-add that PE funds an IPO, only to sell out soon after their listings, could be wiped out.”China are able to provide, says Han Kun Law Offices has about 3,500 PE funds and that’s an awful lot,” said Gao Jianbin, a partner James Wang. “As a result, many do- Shanghai-based partner at PricewaterhouseCoopers, to Reuters.”At the mestic PE funds will be getting more pressure end of the day, only those with management expertise and the ability to finding good investments with an attractive grow invested companies can survive,” he said, adding that many funds price-to-earnings ratio; have a harder time would be forced to focus on venture capital and mergers and acquisitions trying to exit their investments through IPOs; businesses. and will have to explore other ways to exit such China’s PE boom started immediately after the 2008 global financial as trade sales or secondary sales to other PE funds,” he says. The funds will need to diversify their invest- ment strategy from growth capital and pre-IPO to other strategies like earlier-stage investment, consolidation or special situations play. Unlike in mature markets, most Chinese fund manag- ers, including venture capitalists, have until now only focused on pre-IPO deals, betting on listings that would typically boost the value of their investments. Currently, 90 percent of exits are made through IPOs. Wang says Chinese PE funds should also become more specialised in terms of industry focus, and equip themselves with specialised professionals. “PE funds that cannot meet such challenges will find it hard to survive,” he says. The year 2011 saw China’s PE market experi- encing a boom. According to Zero2IPO data, 323 new funds were launched in the mainland from January to November; a growth of 204 percent from the total in 2010. The total amount of funds “THE Variations MAKE OUR work MORE interesting AS FUND lawyers because not only IS international EXPERIENCE highly RELEVANT IN THIS FIELD, BUT WE also become part OF THE force that IS SHAPING THE PE FUND INDustry IN CHINA WITH UNIQUE CHINA characteristics.” James Wang, Han Kun Law Offices REUTERS/Siu Chiu WWW.LEGALBUSINESSONLINE.COM : @ALB_Magazine : Connect with Asian Legal Business PE FUNDS 43 crisis spurred by two things: a flurry of IPOs following the launch of the require that fund managers have a profound Nasdaq-style ChiNext board on the Shenzhen exchange, and the $586 understanding of the businesses they invest billion economic stimulus package Beijing put in place to ward off financial in,” said Vincent Huang, partner of global contagion. PE fund-of-funds manager Pantheon, at a According to fund consultancy ChinaVenture, 1,084 yuan-denominated financial conference in Shanghai in December PE and venture capital funds, including those of global buyout giants 2011.”This is what made TPG, Bain and KKR Carlyle Group, Blackstone Group and TPG Capital, were launched in China global giants. But 90 percent of Chinese fund over the past three years, raising a combined $68.7 billion. Comparing this managers are not equipped with that ability.” figure with Thomson Reuters data revealed that 925 funds were launched Juan Delgado-Moreira, the Asia managing in the United States during the same period, raising $236 billion. director of PE management firm Hamilton However, fund raising has become difficult as local governments, which Lane, says the inexperience and missteps of typically provide seed capital for new funds, are now struggling to manage some new Chinese fund managers will benefit debts worth more than 10 trillion yuan ($1.57 trillion) that have accumulated those more established and mature Chinese over the past few years. Private entrepreneurs, another important investor PE players. “The good news for those funds base for Chinese PE firms, are also feeling squeezed by slowing business with a full complement of skills is that those conditions and tightening credit. As such, there is no official data on the without are likely to fade from the competitive sector and latest available industry figures are outdated because they do set as market tides turn, as it currently seems not reflect the current fundraising environment. But fund managers say to be happening,” he says. the sharp downturn in the sector has been evident. The looming shake-up is seen by many as a natural and necessary step in developing Natural selection China’s nascent PE market, and not neces- Industry analysts told Reuters that for survival, PE managers will need sarily a death knell.”There’s so much wealth to do more than just bet on IPOs to win investors. “Investors would in China that this industry will not die out as many commentators predict. But it needs to be managed,” says one senior executive at a Western PE firm. “Developing core disciplines found in the most successful and time-tested Western and Chinese groups — rigorous investment diligence, responsible capital deployment, sophisticated management and operational improvement strategies — will become critical success factors for RMB PE players as well,” says Moreira. Shanghai-based Boss & Young partner Hubert Tse, who has worked with PRC and global private equity funds, views the devel- opment of the PE funds market as beneficial to the legal space. “As Chinese PE partici- pants mature, they will need to become more professional and sophisticated to get funds from LPs to make good investments and get good returns,” he says. “That means lawyers will be more involved, and relied upon more, to assist them on closing deals.” Strong get stronger Despite a dulled outlook for PE funds as a whole, the growing group of sophisticated and prominent Chinese sponsors which in- cludes CDH Investments (a spin-off of China Investment Corp), Hony Capital, Citic PE, FountainVest Partners, Fosun International, Legend Capital and New Horizon Capital, continues to flourish.“A few offshore funds of high-profile PRC players don’t use placement agents,” says Hong Kong-based Debevoise & Plimpton partner Andrew Ostrognai. “My guess is that they have developed this prod- REUTERS/Siu Chiu uct on their own over time, and have done so ASIAN LEGAL BUSINESS 44 PE FUNDS APRIL 2012 “A potential MEDIUM to long-TERM opportunity for law FIRMS coulD come from increaseD OUTBOUND INVestment actiVity from CHINA; probably IN MORE VARIED INDustries THAN THE natural resources focus WE’VE SEEN UNTIL now, AND WITH some OF THE OUTBOUND capital BEING CHANNELED through THE PE INDustry” John Fadely, Weil, Gotshal & Manges well they don’t need doors opened anymore; gave no timetable for the fund launch, but said two-thirds of HAO they have done it themselves already.” In fact, Capital’s second dollar fund had been invested, adding that she expects these high-profile funds continue to raise re- two portfolio companies to conduct IPOs in China this year. cord amounts for their onshore and offshore Earlier in January, Hony Capital said in a statement that it had raised funds, and to announce new launches in the nearly $4 billion from investors, defying the increasingly tight fundrais- coming months. ing climate. It raised close to $2.4 billion for its fifth dollar fund, and This is big business for fund formation law 10 billion yuan ($1.6 billion) for its second local currency fund. These firms in Hong Kong. Ostrognai regularly rep- numbers are almost double the sizes of previous dollar and yuan funds resents CDH Investments and Hony Capital on for Hony Capital, which is backed by Legend Holdings Ltd.
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