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Private Equity Outlook 2019

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Private Equity Outlook 2019 PRIVATE EQUITY OUTLOOK 2019 Trends, predictions and insights on the Australian private equity sector hwlebsworth.com.au Page 1 Private Equity Outlook 2019 Introduction We are delighted to present our report on the outlook for Australian private equity in 2019. This report is informed by discussions with private equity funds and other industry participants and draws on recent experience of specialist team members across our private equity practice. 2018 was a strong year for the private equity sector. According to the Australian Private Equity & Venture Capital Association Limited (AVCAL): ▪ the amount of capital raised by buyout funds was higher than any time in the past decade and resulted in dry powder exceeding $9.2 billion; ▪ 58 private equity deals were completed; and ▪ assets under management have steadily risen to now being 3.5 times higher than in 2005. Looking ahead, we expect another strong year of private equity activity with GPs looking to deploy their record levels of capital in new and existing companies. This report contains our predictions on the trends that will shape the year ahead, as well as, the sectors that we expect to attract keen private equity interest in 2019. We also share our insights on upcoming regulatory reforms, the fundraising environment and trends in acquisition finance and tax. We hope you find our report to be a helpful resource and look forward to working with you in 2019. Best regards, Matthew Nelson MATTHEW NELSON PARTNER | SYDNEY PRIVATE EQUITY P +61 2 9334 8769 E [email protected] About HWL Ebsworth HWL Ebsworth is a leading Australian law firm with offices in every Australian State and Territory. Our private equity team provides valuable legal advice and strategy to private equity sponsors at every stage of the private equity life cycle. We have extensive experience in fund establishments and structuring, buy-outs, bolt-on acquisitions, growth capital investments, exits, competitive auction processes, leveraged finance and refinancing, taxation and warranty and indemnity insurance. Beyond our technical expertise, we offer clients unrivalled value for money, a deep understanding of the private equity sector and a proven record of executing complex transactions. hwlebsworth.com.au Page 2 Private Equity Outlook 2019 Predictions for 2019 Based on our analysis of the Australian market and discussions with industry experts, we expect the following trends to shape the year ahead: 1 M&A ACTIVITY EXPECTED TO REMAIN STRONG 4 ELECTION SEASON MAY DAMPEN DEAL ACTIVITY IN THE FIRST HALF OF 2019 Private equity investment and deal activity is expected to contribute to a strong M&A market in The upcoming federal election and a looming state 2019. After a solid fundraising year, local funds will election in New South Wales are expected to dampen look to deploy record levels of dry powder which mergers and acquisitions activity during the first will lead to fierce competition for quality deals. half of 2019. Private equity funds will be keeping a This competition will be elevated by the continuing close eye on the outcome of both elections as they participation of global private equity funds and will have an impact on tax policies and government strategic acquirers seeking opportunities in an plans for spending in the health, aged care and Australian economy that is characterised by 28 years education sectors. Based on prior experience, FIRB of consecutive economic growth and lower average is also likely to enter caretaker mode while we await EV/EBITDA multiples than North America, Europe the federal election result, meaning that major or and Asia. contentious decisions are likely to be postponed until following the election. This will be particularly 2 ECONOMIC HEADWINDS TO AFFECT PRIVATE relevant to private equity funds that fall within the EQUITY SECTOR CHOICES definition of a ‘foreign government investor’ and have deals subject to FIRB approval. While the RBA is unlikely to raise interest rates until 2020, high levels of household debt, low wages 5 EXITS VIA IPO REMAIN VIABLE BUT EARLY 2019 growth and falling house prices are likely to weigh WILL BE BUMPY on consumer spending. This will negatively impact valuations and interest in companies with exposure Market volatility is expected to continue during the to the consumer discretionary and property first half of 2019 as the banking royal commission investment sectors. PE funds holding portfolio is due to release its final report in February and the companies in these sectors may delay exits until market will wait to see the outcome of the federal the climate becomes more favourable or accelerate election in May. Investors will also be hoping that trade sale plans before spending softens further. the trade negotiations between the US and China are resolved before a 90-day truce expires in March. 3 PUBLIC-TO-PRIVATE BUYOUTS TO CONTINUE However, IPOs in the smaller to mid-market range (i.e. less than $500 million) are less likely to be Local and international private equity interest in affected by such volatility unless their underlying public-to-private opportunities will continue in 2019 businesses have a direct interest in those events. As with a number of ASX-listed targets already fielding the majority of private equity backed IPOs fall within offers from PE suitors. Examples include TPG’s this range, IPOs are expected to remain an option proposed acquisition of vet clinic chain Greencross although IPOs have in recent times fallen away as and KKR’s bid for MYOB. Global buyout funds will the preferred exit route. Nevertheless, dual track see value in Aussie listed companies, especially processes will continue to be used as private equity given the low Australian dollar, relatively cheap debt funds seek to maintain competitive tension and and a range of mid-cap companies with share prices maximise exit valuations. at historic lows. Large Australian funds such as BGH Capital and Pacific Equity Partners with plenty of dry powder will compete for larger take-private opportunities; while smaller and mid-market funds are likely explore small and mid-cap opportunities. hwlebsworth.com.au Page 3 Private Equity Outlook 2019 REAR VIEW MIRROR: THE IPO MARKET IN 2018 2018 saw a drop in the number of IPOs as a result of market volatility and a string of pulled floats. Trade tensions between the US and China, heavy losses in major stock indices and the fallout from the banking royal commission all played a part in weakening market sentiment. Amid this backdrop, a number of proposed floats failed to hit the boards, including PEXA’s decision to abandon its IPO in favour of a trade sale and Prospa’s indefinite postponement of its proposed IPO. hwlebsworth.com.au Page 4 Private Equity Outlook 2019 Regulatory reforms in 2019 ROYAL COMMISSIONS Recommendations from the Royal Commissions into Aged Care and Financial Services industries will set in motion reforms and new compliance obligations for industry operators, leading to potential PE acquisition opportunities. ASX LISTING RULES The ASX has proposed a broad range of amendments to the ASX listing rules which impact entities seeking to list as well as listed entities. The public consultation process will end on 1 March 2019 with the reforms likely to take effect on 1 July 2019. PROPOSED TAX CHANGES Legislative proposals to widen the definition of Significant Global Entities and change the refundable component of the R&D tax incentive scheme are expected to be settled in 2019. MODERN SLAVERY ACTS Federal and NSW legislation will take effect and impose reporting obligations on many portfolio companies regarding steps taken to respond to the risk of modern slavery in operations and supply chains. ASIC FEES AND COSTS DISCLOSURE REGIME ASIC will release its consultation paper on proposed changes to the fees and costs disclosure regime, which would impact many LPs in private equity funds. COPYRIGHT ACT From 1 January 2019, new copyright duration laws came into effect along with new standard terms of copyright protection - portfolio companies should take note. hwlebsworth.com.auhwlebsworth.com.au PagePage 5 5 Private Equity Outlook 2019 Sectors to watch in 2019 The consumer discretionary, food and agriculture, industrials, healthcare and business services sectors saw the greatest levels of private equity investment across industry sectors in H1 2018 (as shown on the following page). While these traditional favourites will remain popular in 2019, our discussions with private equity funds indicate the following are the sectors to watch in the year ahead. The Royal Commission into the aged care sector will unfold in 2019 and is expected to increase pressure on operators to improve standards of care. The commission’s recommendations are likely to increase compliance standards and associated costs, which will impact smaller operators the most. Faced with higher standards and lower profits, smaller operators may look to sell and present AGED CARE acquisition opportunities for private equity acquirers looking to enter the market at lower valuations. ‘Buy and build’ strategies are expected to play a part as the aged care sector has many single facility operators, which could be consolidated to benefit from economies of scale. An example of this approach was Archer Capital’s roll-up of 44 aged care facilities to form Allity, which is now Australia’s fourth largest private sector provider of residential aged care services. Private equity funds looking for the next big thing are actively seeking opportunities in the burgeoning Internet of Things (IoT) sector. According to Bain & Company, the combined markets for IoT are expected to grow to $520 billion by 2021, which is more than double the amount spent in 2017. Anacacia Capital is an example of a local fund moving to capitalise on the IoT opportunity with the INTERNET shift to smart cities through its acquisition of a majority stake in technology and parking meter group Duncan Technologies.
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