The Capital Structure of PE‐Funded Companies (and How New Debt Instruments and Investors Are Expanding Their Debt Capacity)

The capital structures and financial policies of companies controlled by private equity firms are notably different from those of public companies. The concentration of ownership and intense monitoring of leveraged buyouts by their largest investors (that is, the partners of the PE firms who sit on their boards), along with the contractual requirement of PE funds to return their capital within seven to ten years, have resulted in capital structures that are far more leveraged than those of their publicly traded counterparts, but also considerably more provisional and “opportunistic.” Whereas the average U.S. public company has long operated with roughly 30% debt and 70% equity, today's typical private‐equity sponsored company is initially capitalized with an “upside‐down” structure of 70% debt and just 30% equity, and then often charged with working down its debt as quickly as possible. Although banks supplied most of the debt for the first wave of LBOs in the 1980s, the remarkable growth of the private equity industry in the past 25 years has been supported by the parallel development of a new leveraged acquisition finance market. This financing innovation has led to a general movement away from a bankcentered funding base to one comprising a relatively new set of institutional investors, including business development corporations and hedge funds. Such investors have shown a strong appetite for new debt instruments and risks that banks have been unwilling or, thanks to increased capital requirements and other regulatory burdens, prohibited from taking on. Notable among these new instruments are second‐lien loans and uni‐tranche debt—instruments that, by shifting the allocation of claims on the debtor's cash flow and assets in ways consistent with the preferences of these new investors, have had the effect of increasing the debt capacity of their portfolio companies. And such increases in debt capacity have in turn enabled private equity funds—now sitting on near‐record amounts of capital from their limited partners—to bid higher prices and compete more effectively in today's intensely competitive M&A market, in which high target acquisition purchase prices are being fueled by a strong stock market and increased competition from corporate acquirers.     

Private Equity,the Rise of Unicorns,and the Reincarnation of Control‐based Accounting

This article discusses the rise of intangibles‐intensive companies and private equity (PE) since the late 1970s, and the role of both in bringing about the creation of a streamlined, more flexible set of accounting rules that, since their approval by the IASB and FASB in 2009, have been used by private companies and their investors. The PE industry comprises both venture capital (VC) firms that fund high‐growth enterprises and leveraged buyout (LBO) firms that fund more traditional, cash‐generating operations. Mainly because of the greater risks associated with both VC‐backed firms and LBOs—risks that make them ill‐suited for most public investors—such companies tend to require the more direct and active oversight provided by PE investors. And as the author goes on to argue, the more direct and active ownership of PE investors, as compared to the governance provided by most public‐company boards, suggests that financial accounting and reporting play a fundamentally different role in private than in public companies. Whereas the primary role of public‐company GAAP has increasingly (since the creation of the SEC in 1933) been to provide information for outside investors when valuing companies, the most important function of accounting reports in private companies is internal control—more specifically, ensuring that the interests of the managers of their portfolio companies are aligned with those of all the providers of capital. And recognizing this difference in the role of accounting, both the IASB and FASB responded to the requests of various parties (including private companies) by approving in 2009 the use by private companies of a streamlined and more flexible set of accounting standards. To the extent that the workings of PE markets continue to reduce the numbers of U.S. public companies, the author predicts that the resulting increase in the use of private‐company GAAP will continue to shift the primary role of accounting away from valuation and back toward its traditional roots in internal control and corporate governance.     

University of Texas Roundtable on The State of the U.S. Private Equity Market

In this discussion that took place at the 2017 University of Texas Private Equity conference, the moderator began by noting that since 2000, the fraction of the U.S. GDP produced by companies that are owned or controlled by global private equity firms has increased from 7% to 15%. What's more, today's PE firms have raised an estimated $1.5 trillion of capital that is now available for investing. And thanks in part to this abundance of capital, the prices of PE transactions have increased sharply, with EBITDA pricing multiples rising from about 8.8X in 2012 to 11.5X at the beginning of 2017. Partly as a consequence of such abundant capital and high transaction prices, the aggregate returns to U.S. private equity funds during this four‐year period have fallen below the returns to the stockholders of U.S. public companies. Nevertheless, the good news for private equity investors is that the best‐performing PE firms have continued their long history of outperforming the market. And the consistency of their performance goes a long way toward explaining why the overwhelming majority of the capital contributed by limited partners continues to be allocated to funds put together by these top‐tier PE firms. In this roundtable, a representative of one of these top‐tier firms joins the founder of a relatively new firm with a middle‐market focus in discussing the core competencies and approaches that have enabled the best PE firms to increase the productivity and value of their portfolio companies. Effective financial management—the ability to manage leveraged capital structures and the process of readying their companies for sale to potential strategic or financial investors—is clearly part of the story. But more fundamental and critical to their success has been their ability to find undervalued or undermanaged assets—and either retain or recruit operating managements that, when effectively monitored and motivated, are able to realize the potential value of those assets through changes in strategy and increases in operating efficiency.     

University of Texas Roundtable on Recent Trends in U.S. Venture Capital

At a recent private equity conference hosted by the McCombs School of Business at the University of Texas in Austin, four venture capitalists representing the East and West Coasts provided testimony to the spread of the VC industry far beyond Silicon Valley to places like New York, London, and Berlin—as well as Austin itself. The result, in the words of one panelist, has been “a shift from Silicon Valley as the epicenter of so much innovation and growth to something more like a globally distributed network of capital, talent, and opportunity.” Along with this geographic expansion of the industry, perhaps the most notable change is the tendency of today's VCs to delay the IPOs of their portfolio companies and, by keeping them private longer, capture more of their growth in value. Whereas 20 years ago 90% or more of the value appreciation came after the IPO of a highly successful company (think about Micro‐Soft or Amazon.com ), a much larger share of the overall value creation now appears to be taking place before the IPO, thanks to the growing use of a funding vehicle known as private initial public offerings, or PIPOs. The use of PIPOs has enabled VC‐backed companies to attract large amounts of capital from large institutional investors like Fidelity—which in the past would not have invested in the company until the IPO—while retaining what the panelists view as significant advantages of private ownership and governance.     

The Impact of Sovereign Wealth Funds on Corporate Value and Performance

The last few years have seen a remarkable increase in the participation of sovereign wealth funds (SWFs) in global capital markets. In this article, the author draws on a unique dataset of SWF international holdings—one that dates back to the year 2002 and includes individual SWF holdings in more than 8,000 companies in 58 countries—to provide evidence of the impact of SWFs on corporate values and operating performance. Contrary to claims that SWFs expropriate minority investors and pursue political agendas, the main finding of the author's study is that SWF ownership is associated with positive changes in both corporate market values and operating returns. In support of these findings, the author also identifies three important ways that SWFs work to increase the performance and value of the companies they invest in: (1) as long‐term holders that provide a stable source of financing; (2) as representatives of deep pools of international capital in search of global diversification opportunities that are likely to provide companies with a lower‐cost (as well as more “patient”) source of equity capital; and (3) as politically well‐connected strategic investors that enable their companies to leverage important connections when accessing new product markets.     

Europe's Second Markets for Small Companies

European stock exchanges have repeatedly opened second markets to list small companies. We explain the motivation for the creation of these second markets, and the reasons why many of them have failed. We find that the average long‐run performance of initial public offerings (IPOs) on second markets is dramatically worse than for main market IPOs. However, the second markets have provided firms with the opportunity to raise funds at the IPO and in follow‐on offerings. The relative success of London's AIM, which is an exchange‐regulated market with minimal regulations, has led other European stock exchanges to establish similar non‐EU regulated second markets. Most of the IPOs on these exchange‐regulated markets are offered exclusively to institutional investors, and are equivalent to private placements. These IPOs, which frequently raise only a few million euros, rarely develop liquid trading.     

What Matters in Venture Capital? Evidence from Entrepreneurs’ Stated Preferences

We study how entrepreneurs evaluate the ability of different US venture capitalists (VCs) to add value to start-up companies. Analyzing a large data set of entrepreneurs’ stated preferences regarding VCs, we demonstrate that entrepreneurs view independent partnership VCs more favorably than other VC types (e.g., corporate, financial, and government sponsored VCs). Although entrepreneurs are able to correctly identify VCs with better track records, they do not believe them to be more desirable investors. We also find that an entrepreneur's rankings are affected by their overall exposure to VCs, emphasizing the role of experiential learning in the venture capital market.     

Morgan Stanley Roundtable on The State of Global Private Equity

In this discussion led by Alan Jones, Morgan Stanley's head of Global Private Equity, the University of Chicago's Steve Kaplan begins by surveying 25 years of academic research on private equity. Starting with Kaplan's own Ph.D. dissertation on leveraged buyouts during the 1980s, finance academics have provided a large and growing body of studies documenting the ability of private equity firms to make “sustainable” (that is, maintained over a three‐ or four‐year period) improvements in the operating performance of their portfolio companies, whether operating abroad or in the U.S. Even more impressive, the findings of Kaplan's new study (with Tim Jenkinson of Oxford and Bob Harris of the University of Virginia) suggest that these improvements have been large enough to enable PE funds raised between 1990 and 2008 to deliver returns to their limited partners that have averaged 300 to 400 basis points higher per year than the returns to the S&P 500. And given the “persistence” of PE fund returns—the tendency of the funds of the same PE firms to show up in the top quartile of performers year after year—that Kaplan has documented in earlier work, the performance of private equity seems notably different from that of mutual funds and hedge funds, where there has been little if any consistency in the returns provided by the top performers. Following Kaplan's overview of the research, four representatives of today's leading private equity firms explore questions like the following:

• ? How do the best PE firms, after paying premiums to acquire their portfolio companies and collecting large management fees, provide such consistently high returns to their limited partners?
• ? How did PE portfolio companies perform during the last recession, when many popular business publications were predicting the death of private equity—and what, if anything, does that tell us about how private equity adds value?
• ? What can PE firms do to avoid, or at least limit the damage from, the overpricing and overleveraging that tend to occur near the end of the boom‐and‐bust cycle that appears to be a permanent feature of private equity?

As Jones notes in his opening comments, the practitioners' answers to such questions “should help investors distinguish between the alpha that the firms represented at this table have generated through active management from the ‘closet beta’ that critics say results when private equity firms simply create what amounts to a levered bet on the public equity markets.”     

It Ain't Broke: The Past,Present, and Future of Venture Capital

This article presents a selective history of the U.S. venture capital (VC) industry, a discussion of the current state of the market, and some predictions about where the market is going. There is no doubt that the U.S. venture capital industry has been very successful. The VC model has provided an efficient solution to a difficult problem—that of enabling people with promising ideas but often limited track records to raise capital from outside investors. A large fraction of IPOs, including many of the most successful, have been funded by venture capitalists, and the U.S. VC model has been copied around the world. Armed with this historical perspective, the authors view with skepticism the recent claims that the VC model is broken. In the past, VC investments in companies have represented a remarkably constant 0.15% of the total value of the stock market; and commitments to VC funds, while more variable, have been consistently in the 0.10% to 0.20% range. Both of these percentages have continued to hold in recent years. And despite the relatively low number of IPOs, the returns to VC funds this decade have largely maintained their historical relationship to the overall stock market. To be sure, VC investment and returns continue to be subject to boom-and-bust cycles. But if the recent period has most of the features of a bust, the authors view today's historically low level of commitments to U.S. VC funds as a fairly reliable indicator of relatively high expected returns for the 2009 and (probably) 2010 vintage years. Perhaps the most promising future role for venture capital, as the authors suggest in closing, is to increase the productivity of the corporate research and development function through various kinds of partnerships and outsourcing arrangements.     

Venture capital reputation and investment performance

I propose a new measure of venture capital (VC) firm reputation and analyze its performance implications on private companies. Controlling for portfolio company quality and other VC-specific factors including experience, connectedness, syndication, industry competition, exit conditions, and investment environment, I find companies backed by more reputable VCs by initial public offering (IPO) capitalization share (based on cumulative market capitalization of IPOs backed by the VC), are more likely to exit successfully, access public markets faster, and have higher asset productivity at IPOs. Further tests suggest VCs’ IPO Capitalization share effectively captures both VC screening and monitoring expertise. My findings have financial implications for limited partners and entrepreneurs regarding their VC-sorting activities.     

Private equity and Covid-19

We survey more than 200 private equity (PE) managers from firms with $1.9 trillion of assets under management (AUM) about their portfolio performance, decision-making and activities during the Covid-19 pandemic. Given that PE managers have significant incentives to maximize value, their actions during the pandemic should indicate what they perceive as being important for both the preservation and creation of value. PE managers believe that 40% of their portfolio companies are moderately negatively affected and 10% are very negatively affected by the pandemic. The private equity managers—both investment and operating partners—are actively engaged in the operations, governance, and financing in all of their current portfolio companies. These activities are more intensively pursued in those companies that have been more severely affected by the Covid-19 pandemic. As a result of the pandemic, they expect the performance of their existing funds to decline. They are more pessimistic about that decline than the venture capitalists (VCs) surveyed in Gompers et al. (2021). Despite the pandemic, private equity managers are seeking new investments. Rather than focusing on cost cutting, PE investors place a much greater weight on revenue growth for value creation. Relative to the 2012 survey results reported in Gompers, Kaplan, and Mukharlyamov (2016), they appear to give a larger equity stake to management teams and target somewhat lower returns.     

Was Deng Xiaoping Right? An Overview of China's Equity Markets

In the western world, stock markets arose from the search by privately owned companies for capital to build their businesses. Over time, the markets became places where ownership interests and even entire companies were bought and sold. In China, the complete opposite has happened. The markets arose out of the need for capital by bankrupt state‐owned enterprises operating in an economy with no history of private property. Deng Xiaoping, China's last emperor, gave the green light for the stock market experiment in early 1992 more with the hope of encouraging reform and efficiency than from any conviction that stock markets were the next sure thing. Now, after more than 20 years of experimentation with domestic and international listings, it appears evident that stock markets whose primary function is to trade minority interests in government‐controlled companies have not achieved the goal of improving enterprise performance, as China's leaders originally hoped. Instead, the combination of state monopolies with Wall Street expertise and international capital has led to the creation of national companies that represent little more than the incorporation of China's old Soviet‐style industrial ministries. As for the markets, the government's determination to prevent real privatization has produced separate classes of shares that are defined almost entirely by one thing: the shareholder's relationship to the government. And with all aspects of stock market activity regulated, managed, and owned by various state agencies, it is not surprising that non‐state investors have become motivated more by speculative opportunities than by investment fundamentals. But a quarter of a century is a short time in any country's development and, for all their shortcomings, the markets in mainland China and Hong Kong have played a significant role raising capital for China. It may be too early, perhaps, to suggest that China's equity markets have failed to accomplish what they were intended to do.     

The First Step of the Capital Flow from Institutions to Entrepreneurs: the Criteria for Sorting Venture Capital Funds

We contribute to the knowledge of the capital flow from institutional investors via venture capital (VC) funds as intermediaries to their final destination, entrepreneurial ventures. To this end, we conduct a world‐wide survey among limited partners to determine the importance of several criteria when they select VC funds. We find the top criteria to be the expected deal flow and access to transactions, a VC fund's historic track record, his local market experience, the match of the experience of team members with the proposed investment strategy, the team's reputation, and the mechanisms proposed to align interest between the investors and the VC funds. A principal component analysis reveals three latent drivers in the selection process: ‘Local Expertise and Incentive Structure’, ‘Investment Strategy and Expected Implementation’, and ‘Prestige/Standing vs. Cost’. It becomes evident that limited partners search for teams which are able to implement a certain strategy at a given cost. Thereby, they focus on an incentive structure that limits agency costs.     

The Future of Private Equity

A distinguished University of Chicago financial economist and longtime observer of private equity markets responds to questions like the following:

• ? With a track record that now stretches in some cases almost 30 years, what have private equity firms accomplished? What effects have they had on the performance of the companies they invest in, and have they been good for the economy?
• ? How will highly leveraged PE portfolio companies fare during the current downturn, especially with over $400 billion of loans coming due in the next three to five years?
• ? With PE firms now sitting on an estimated $500 billion in capital and leveraged loan markets shut down, are the firms now contemplating new kinds of investment that require less debt?
• ? If and when the industry makes a comeback, do you expect any major changes that might allow us to avoid another boom‐and‐bust cycle? Have the PE firms or their investors made any obvious mistakes that contribute to such cycles, and are they now showing any signs of having learned from those mistakes?

Despite the current problems, the operating capabilities of the best PE firms, together with their ability to manage high leverage and the increased receptiveness of public company CEOs and boards to PE investments, have all helped establish private equity as “a permanent asset class.” Although many of the deals done in 2006 and 2007 were probably overpriced, the “cov‐lite” deal structures, deferred repayments of principal, and larger coverage ratios have afforded more room for reworking troubled deals. As a result of that flexibility, and of the kinds of companies that get taken private in leveraged deals in the first place, most troubled PE portfolio companies should end up being restructured efficiently, thereby limiting the damage to the overall economy. Part of the restructuring process involves the use of the PE industry's huge stockpile of capital to purchase distressed debt and inject new equity into troubled deals (in many cases, their own). At the same time the PE firms have been working hard to rescue their own deals, some have been taking significant minority positions in public companies, while gaining some measure of control. Finally, to limit overpriced and overlev‐eraged deals in the future, and so avoid the boom‐and‐bust cycle that appears to have become a predictable part of the industry, the discussion explores the possibility that the limited partners and debt providers that supply most of the capital for PE investments will insist on larger commitments of equity by sponsors to their own funds and individual deals.     

创业板公司IPO前后业绩变化及风险投资的影响

本文以创业板市场为样本,通过实证分析发现:风险投资在控制盈余管理方面有积极正面的影响;在上市时机选择方面,由于我国上市仍采用审批制,有风险投资和无风险投资在这一点上没有明显差异;同等资本下有风险投资持股的企业募集资金的金额少于无风险投资持股的企业,同时普通VC引入资金少于国有VC引入资金;有VC持股的企业发行后经营业绩的情况好于无VC持股的企业,风险投资的介入对于企业经营业绩有明显的正向作用。此外研究发现由于多数项目集中于政府手中,很多优质资源民间资本投资渠道不畅通,在这一点上具有国资背景的风险投资具备明显优势,容易以较低的风险进入。     

CHOOSING THE RIGHT FINANCIAL SYSTEM FOR GROWTH

Well‐functioning financial systems promote economic growth by channeling funds from those who save to those who invest in the productive capacity of economies. What are the main features of a well functioning system? Are well developed capital markets essential to the process? Or are commercial banks and other “private” sources of capital capable of bringing about the same levels of growth and prosperity? In this article, the authors use information about the financial systems of a large number of both developed and developing countries to examine various relationships between a country's financial structure and its overall economic performance. Perhaps most important, the authors report a significantly positive correlation, using data for 34 countries, between the size of a country's financial system—measured by the total of commercial bank assets, equity market capitalization, and bonds outstanding—and economic development (as measured by GDP per capita). At the same time, the authors also provide evidence that banks (or loans) and capital markets (or securities) are complements, not substitutes, in promoting economic development, and that the presence of foreign‐owned banks (though not state‐owned banks) has a positive association with growth. In other words, both private banks and capital markets are likely to play important, though different roles in channeling funds from savers to investors.     

Cross-border venture capital performance: Evidence from China

This paper investigates the determinants of cross-border venture capital (VC) performance in the Chinese VC market. We focus on the impact of foreign VC firms' (VCs') human capital and domestic entrepreneurs' experience on the performance of both VC investments and portfolio companies using logit and Cox hazard models. After controlling for portfolio company quality, domestic VC industry development, domestic exit conditions and a number of other factors, little correlation was evident between VC performance and foreign VCs' human capital, such as experience, networks and reputation. In contrast, the domestic entrepreneurs' experience is crucial to VC performance. In particular, if an entrepreneur has more general experience in terms of the number of companies previously worked for or more special experience in terms of the number of companies previously served as a CEO or top manager, a portfolio company is more likely to pull off a successful exit through IPO or M&A, and the VCs are also likely to shorten their investment duration in the portfolio company.     

股票流动性与中国企业创新策略:流水不腐还是洪水猛兽？

中国情境下股票流动性对企业创新的影响是激励机制还是压力机制占主导地位？本文基于上市公司分类专利的申请、授权、终止数据研究发现:一方面,股票流动性使企业发明专利申请显著增加,但能通过实质审查的授权增长极少,说明申请质量明显下滑;另一方面,股票流动性使创新含量较低的实用新型与外观设计授权显著增加,且这些专利拖累了企业盈利表现,法律效力提前终止的数量也明显更多,揭示企业实际上是以“策略性创新”来应对资本市场压力,加剧了“专利泡沫”问题。分样本检验发现,“重数量轻质量”的创新策略集中体现于民营、传统行业及长期机构投资者持股较少的企业。稳健性检验替换关键指标构造和模型估计方法、构造工具变量克服潜在内生性问题,前述结论仍然成立。本文启示,金融制度设计应防范资本市场压力对企业创新的“意外伤害”,更好地实现“以金融助实体、以改革促发展”的目标。     

The Evolution of Private Equity in Emerging Markets: The Case of Poland

In the last ten years, there has been a pronounced shift toward emerging markets in institutional investor allocations of capital to private equity. While the lion's share of the allocations to emerging markets have gone to the “BRIC” nations, lesser‐known markets like Poland are threatening to steal the spotlight. Economic stabilization, development of the private sector, a favorable business outlook, and continuous improvement of the local institutional infrastructure (laws, accounting rules, and fiscal regimes) have all contributed to the development of a vibrant private equity industry in Poland. Most private equity firms in Poland structure their deals around five broad investment themes: technology; media; and telecommunications; manufacturing; consumer services; business services; and financial services. Local private equity firms have traditionally adopted two different strategies towards these sectors. The first group of private equity firms initially targeted manufacturing, with the conviction that, as the Polish economy developed, the satisfaction of consumer needs for basic products would be the largest source of market demand. The second group assumed that the market would require access to more services to accommodate the growing local economy. Both approaches have proved reasonably successful, as the leaders among these two groups of firms have continued to succeed in raising new funds while achieving high returns for their limited partners. And while the accomplishments of the private equity industry have been made possible by the extent of Poland's transformation from a socialist into a market economy, the industry itself continues to play an important role in this transformation by providing both outside capital and know‐how for local firms and managers.     

Whom You Know Matters: Venture Capital Networks and Investment Performance

Many financial markets are characterized by strong relationships and networks, rather than arm's‐length, spot market transactions. We examine the performance consequences of this organizational structure in the context of relationships established when VCs syndicate portfolio company investments. We find that better‐networked VC firms experience significantly better fund performance, as measured by the proportion of investments that are successfully exited through an IPO or a sale to another company. Similarly, the portfolio companies of better‐networked VCs are significantly more likely to survive to subsequent financing and eventual exit. We also provide initial evidence on the evolution of VC networks.