Buyout Transactions in the German‐speaking Region: Determinants of Abnormal Performance and Unlevered Returns

This is one of the first comprehensive studies of drivers of private equity performance in the German‐speaking region known as the DACH, made up of Germany, Austria, and Switzerland. It contributes three things to private equity research: First, it explains how operational value drivers affect operational performance (operational alpha) and unlevered rates of return. Second, it whether the same relationships hold across different kinds of private equity business models (those with either organic or inorganic growth strategies; or whether PE investments are small‐cap or mid‐to‐large‐cap). Third, it distinguished between the periods before and after the global financial crisis of 2008. The authors found that (1) annualised benchmark‐adjusted EBITDA margin growth (i.e. improvement in EBITDA margin) is the most significant determinant in abnormal operational performance and unlevered returns, regardless of the business model; (2) private equity firms executing a buy‐and‐build strategy generate lower unlevered returns than those executing an organic growth strategy when the benchmark company is clearly outperformed, most likely because of limited PE managerial resources; (3) mid‐to‐large‐cap private equity firms generate higher unlevered returns and operational alphas than small‐cap private equity firms when the benchmark company is clearly outperformed, because, we believe, larger companies have a higher fixed cost leverage than smaller ones; and we have found that (4) buyout transactions exited during or after the financial crisis yield higher operational alphas but lower unlevered returns compared to buyout transactions exited before the crisis, when the portfolio company underperforms its benchmark company.     

Operational Improvement: The Key to Value Creation in Private Equity

With credit tightening having reduced the availability of leverage and intensified the competition for new deals, the economic recession has caused many companies in private equity firm portfolios to under-perform. These changes are forcing the private equity firms to depend even more on their ability to improve operating performance to achieve their investment goals and generate attractive returns. But few PE firms have proved capable of achieving such improvements in portfolio companies consistently over time.
In this paper, the authors discuss several ways that private equity firms use their operating expertise to drive value in their portfolio companies. They also examine the analytical framework used by some PE firms when assessing and prioritizing the many operational initiatives that could be undertaken within a newly acquired company. Part of that examination involves a detailed look at how private equity firms assemble an attractive mix of operational improvement projects in their initial 100-day plans. Finally, the authors explore one of the challenges faced by private equity firms when attempting to implement operational enhancements in newly acquired companies: bringing about change without alienating company management.
The real-world application of this approach is demonstrated with a case study that shows how one private equity buyer put its operational skills into practice to help create value within a mid-sized portfolio company.     

PRIVATE EQUITY: SOURCES AND USES

Private equity capital is playing a large and growing role in the funding of small to medium-sized, high-growth businesses. Today's private equity investment typically takes the form of purchase of a minority interest in a post-start-up, high-technology company followed by an IPO a few years later. A large number of such investors are scouring the markets for new investment possibilities and the competitive pressures are growing.
Although private equity investors can and often do add significant value to a company, private equity is potentially expensive, in terms of both loss of ownership and loss of control over long-term strategic decisions of the company. Owner-managers who want to retain as much of both as possible are advised to install more formalized business procedures, expand the company's outside relationships, and become more familiar with the company's financial needs and options. These changes should reduce capital needs, reduce the costs of private equity funding, and increase negotiating leverage when dealing with large, sophisticated private capital investors.     

What determines the exit decision for leveraged buyouts?

How and when to exit portfolio company investments are critical choices facing private equity funds. In this paper we analyze 1022 European private equity exits, using information on fund and portfolio company characteristics, and on conditions in capital markets. For over 43% of the exits, private equity funds sold to each other and we analyze why such secondary buyouts have gained in popularity relative to IPOs and sales to corporate acquirers. We find that the exit route depends on various portfolio company characteristics, and that conditions in the debt and equity markets have a strong influence on exit choice. The existing literature has tended to portray the IPO is the “preferred” exit route. However, our analysis suggests this is mistaken: private equity funds take advantage of ‘windows of opportunity’, and the exit route that maximizes value varies with market conditions.     

The privatization of British Energy: Risk transfer and the state

Following the development of the New Right Agenda, Conservative Governments in Britain introduced incrementally an extensive privatization programme. This paper focuses on the failure of the last privatization of the Conservatives: British Energy, the company established to run the eight most modern nuclear power stations. A key argument used to justify the privatization of British Energy, the transfer of risk from the state to the private sector, is analyzed using the conceptual framework of the risk society thesis. The privatization led to the apparent transfer to the company of interrelated risks, particularly the nuclear liabilities risk. New Labor’s rescue of British Energy confirmed the reality, which was that residual responsibility for risk, especially the nuclear liabilities risk, remained with government. Despite the company’s collapse the Labor Government sought a market-based outcome, and in 2008 British Energy was sold to EDF, the French state-owned energy company. The paper concludes with a discussion of the implications of the failure of risk transfer for public policy, drawing on insights provided by the risk society thesis.     

民营企业股权激励计划与研发投入关系分析

以2008~2011年民营上市公司为样本,使用3SLS回归分析以及DID模型,从外部环境以及内部环境两个方面分析了我国民营企业股权激励计划对于企业研发投入的影响。实证研究发现,民营企业实施股权激励能够促进企业的研发投入,而高科技行业的民营企业实施股权激励能够加强这种正向影响;对于股权激励具体方案的分析表明,激励计划的有效期与研发投入有弱相关关系,行权条件当中非财务指标的使用对于企业研发投入有正向影响,但是相对绩效指标的使用则对于研发投入有抑制作用。     

Risk Capital for a Profitable Public Corporation: Public Dividend Capital or Equity?

The question of whether profitable public corporations should be converted to private, equity capital finance (i.e.'privatized', in current U.K. terminology) or not is arguably the dominant issue in the public sector of the U.K. economy. The present U.K. government has embarked upon a policy of privatization of state industries. This has attracted considerable criticism on the grounds that the government's actions are the product of ideological and short-term fiscal considerations (principally the funding of public expenditure) rather than of carefully considered policy (Heald and Steel, 1981; Heald, 1983, p. 154). This topic is examined in this paper. The discussion is neither partisan nor ideological. Instead, it centres on the technical and economic merits of equity capital versus its public sector proxy, Public Dividend Capital (PDC). This latter form of capital financing has been neglected in recent years, as the major thrust of the public sector debate has addressed the need for equity capital in the nationalized industries. Therefore, the ensuing discussion is not only a critique of the case for introducing private equity capital in state industries, but it is also an assessment of the case for the retention of PDC as a major instrument of finance.     

Public Offerings of State-Owned And Privately-Owned Enterprises: An International Comparison

We compare initial offer prices in privatizations to initial prices in public offerings of private companies. The evidence indicates that government officials in the United Kingdom underprice IPOs significantly more than their private company counterparts. In Canada and Malaysia, however, the opposite is true. There does not appear to be a general tendency for privatizations to be underpriced to a greater degree than private company IPOs. We provide additional evidence on the determinants of privatization initial returns. Our findings indicate that initial returns are significantly higher in relatively primitive capital markets and for privatized companies in regulated industries.     

How persistent is private equity performance? Evidence from deal-level data

The persistence of returns is a critical issue for investors in their choice of private equity managers. In this paper, we analyse buyout performance persistence in new ways, using a unique database containing cash flow data on 13,523 portfolio company investments by 865 buyout funds. We focus on unique realized deals and find that persistence of fund managers has substantially declined as the private equity sector has matured and become more competitive. Private equity has, therefore, largely conformed to the pattern found in most other asset classes in which past performance is a poor predictor of the future.     

CIVC PARTNERS ROUNDTABLE ON MANAGING PRIVATE EQUITY INVESTMENTS IN TURBULENT ECONOMIC TIMES

This roundtable brings together four representatives of CIVC Partners to discuss strategies for private equity investing in the current economic environment. As one of the seven private equity investment arms of Bank of America, CIVC Partners manages over $700 million in private equity capital provided exclusively by the bank. CIVC's primary investment focus is leveraged buyouts and growth equity investments in mid-sized corporations in North America.
Following a brief report on the state of the private equity market, the discussion begins with an "open book examination" of CIVC's response to the current market reality. From the fundamentals of their investment strategy to the pursuit of "relative values," CIVC's partners explain how their approach attempts to deal with the reduced margin for error in equity investing. In the second half of the discussion, the partners describe their focus on portfolio company investing and the importance of the due diligence process in contributing to their track record.     

The Choice of Private Versus Public Capital Markets: Evidence from Privatizations

We examine the impact of political, institutional, and economic factors on the choice between selling a state‐owned enterprise in the public capital market through a share issue privatization (SIP) and selling it in the private capital market in an asset sale. SIPs are more likely in less developed capital markets, for more profitable state‐owned enterprises, and where there are more protections of minority shareholders. Asset sales are more likely when there is less state control of the economy and when the firm is smaller. Our results suggest the importance of privatization activities in developing the equity markets of privatizing countries.     

What Public Companies Can Learn from Private Equity Pay Plans

Studies of private equity pay, including one by current SEC commissioner Robert Jackson, have pointed to restrictions on equity sales as a key difference between private equity and public company pay. In this article, the author argues that there is another very important difference: equity compensation in PE pay plans is typically front loaded, with top executives of portfolio companies often required to buy shares, and receiving upfront option grants on three times the number of shares they purchase. Such front‐loaded equity compensation allows PE pay plans to avoid the unintended effects of the “competitive pay policy” that have been embraced by public companies for the past 50 years. Competitive pay—targeted, for example, to provide 50th percentile total compensation regardless of past performance—has the effect of creating a systematic “performance penalty,” rewarding poor performance with more shares and penalizing superior performance with fewer shares. The author's research shows that, for public companies during the past decade or so, the number of shares granted has fallen by 7% for each 10% increase in share prices—and that, primarily for this reason, the front loaded option grants used by PE firms have provided five times more incentive (“pay leverage”) than the average public company's annual series of equity grants. What's more, to the extent that PE pay has been guided by partnership and fixed‐sharing concepts rather than competitive pay, it is the spiritual heir to the value‐sharing concepts that guided public company pay in the first half of the 20th century. For 60 years, General Motors used value sharing in “economic profit”—10% of GM's profit above a 7% return on capital was the formula for the bonus pool for many years—as the basis for all incentive compensation. The author uses the GM history to highlight four ways to improve public company incentives and corporate governance.     

Public vs. Private Equity*

Many corporate executives view private equity as a last resort, as expensive capital that should be tapped only by companies that don't have access to presumably cheaper public equity. The reality of private equity, however, is more complex, and potentially quite rewarding, for both shareholders and management. This paper surveys some of the academic work on the costs and benefits of public vs. private equity, contrasting the private equity investment process with its public counterpart and exploring how such a process may add value. The importance of public equity, particularly for very large companies and growth companies with large capital requirements, is indisputable. But as investment bankers and other practitioners have noted, under certain circumstances the public markets effectively become “closed” to some public companies. Moreover, the cost of equity raised in public markets involves much more than the direct costs of underwriters, attorneys, and accountants. Some indication of the indirect costs is provided by the market's typically negative reaction to announcements of seasoned equity offerings. Although the negative reaction averages about 3%, in some cases stock prices drop by as much as 10%, thereby diluting the value of existing stockholders. Most academics attribute this reaction to the informational disadvantage of public stockholders. Private equity is designed in large part to overcome this information problem by replacing the monitoring performed by the typical public company board with the oversight of better informed and more highly motivated owners. A growing body of academic research suggests that private equity investors add value to the companies they invest in, and that the best investors are consistently effective in so doing. What's more, even public companies that tap private equity seem to benefit. As the author found in his own research on PIPES (Private Investment in Public Equity Securities) transactions, even though such securities are issued to private equity investors at a discount to the prevailing market price, the average market response to the announcement of such transactions is a positive 10%. In short, the participation of private equity investors is perceived to create value, and some of this value is shared with the rest of the market.     

Privatization under incomplete information and bankruptcy risk

We study privatization under moral hazard and adverse selection. We show that if the fraction of efficient investors is either insignificant or productivity differences between efficient and inefficient investors are negligible, the government would offer a pooling contract and sell the same fraction of equity to both types of investors. The lower the productivity difference, the greater the equity stake offered to investors. On the other hand, if the fraction of efficient investors is significant or productivity differentials are large, the optimal policy consists of a dual method of privatization in which it offers two methods of privatization to outside investors. The first method consists of a sale of 100% equity together with a subsidy and charges higher price. Under the second option, the investor pays a smaller price but buys less than 100% equity without any subsidy. Efficient investors opt for the first method while inefficient investors prefer the second. The dual privatization method screens investors and provides them with maximum incentives to invest while minimizing the risk of post-privatization bankruptcy.     

Coming Through in a Crisis: How Chapter 11 and the Debt Restructuring Industry Are Helping to Revive the U.S. Economy

During the recent financial crisis, U.S. bankruptcy courts and debt restructuring practitioners were faced with the largest wave of corporate defaults and bankruptcies in history. In 2008 and 2009, $1.8 trillion worth of public company assets entered Chapter 11 bankruptcy protection—almost 20 times the amount during the prior two years. And the portfolio companies of U.S. private equity firms faced a towering wall of debt that, many observers predicted, was about to wipe out most of the industry. But far from the death of private equity or a severe contraction of corporate America, the past three years have seen an astonishingly rapid working off of U.S. corporate debt overhang, allowing corporate profits and values to rebound with remarkable speed and vigor. And as the author of this article argues, corporate America's recovery from the recent financial crisis provides a clear demonstration of the importance of U.S. bankruptcy laws and restructuring practices in maintaining the competitiveness of U.S. companies and the long‐run growth of the U.S. economy.     

信息不对称下私募股权投资金融契约的选择

本文在金融契约理论基础上,分析了金融契约的要素,对不同国家私募股权投资的金融契约进行了对比分析,强调私募股权投资金融契约的动态设计,最后分析了中国的制度框架对私募股权投资金融契约设计的约束。     

Playing to their strengths? Evidence that specialization in the private equity industry confers competitive advantage

The paper examines whether private equity (PE)-backed buyouts have higher post-buyout operating profitability than comparable companies as a result of the alleged superior governance mechanism of private equity (“The Jensen hypothesis”) and whether relative investment specialisation by industry or stage provides the PE firm with a competitive advantage over its peers (“The advantages-to-specialization hypotheses”). A sample of 122 UK buyouts over the period 1995–2002 and a matched sample of non-PE-backed UK companies are constructed to test the three hypotheses. We find that over the first 3 post-buyout years (i) operating profitability of PE-backed companies is greater than those of comparable companies by 4.5%, consistently with the Jensen hypothesis; (ii) industry specialization of PE firms adds 8.5% to this premium, consistently with the industry-specialization hypothesis; (iii) stage (buyout) specialization does not impact profitability but may provide a spur to growth, inconsistently with the stage-specialization hypothesis. Finally, initial profitability of the PE-backed company plays a major role in post-buyout profitability, suggesting that skill in investment selection and financial engineering techniques may be more important than managerial incentives in generating higher PE company performance.     

民营化、融资约束与企业创新——来自中国工业企业的证据

本文研究国有企业民营化对企业创新的影响及其影响机制。利用中国工业企业数据库,以民营化企业为实验组、以国有企业为对照组进行双重差分检验,结果发现,国有企业民营化显著抑制了企业创新,而融资约束是抑制民营化企业创新的重要因素。进一步检验发现,融资约束对民营化企业创新的抑制作用主要存在于金融发展水平较低的地区,而在金融发展水平较高的地区,这种抑制作用并不明显。本文的研究结果从融资约束的角度拓展了民营化影响企业创新的相关研究,且从民营化的角度为金融市场如何影响企业创新提供了新的视角。此外,本文有助于澄清有关民营化的争议,为进一步深化混合所有制改革、加强金融对民营企业的支持以促进民营企业的创新和发展提供理论依据和政策参考。     

勃发2010

正所谓"此一时,彼一时",前两年引发一片寂寥的金融危机,如今在中国似乎已经寻不到踪迹。时移势易如此之快,中国的私募股权投资基金发展又进入了一个新的发展阶段。一直由外币基金唱主角的中国私募股权投资,如今随着创业板这"一夜春风",引得人民币基金"千树万树梨花开",各行各业均以极大的热情投入到这场"全民PE"的运动中来。经历了2008年、2009年金融危机的重创,中国私募股权投资在2010年从复苏走向重新繁荣。如果说代表2009年投资环境"蓄势"的是白色、是冰;那代表2010年投资环境"勃发"的应该是红色、是火。     

Irrevocable Commitments,Going Private and Private Equity

This paper adds to growing interest in public to private buy‐outs and mechanisms to ensure bid success. Using a unique, hand‐collected dataset of 155 public to private buy‐outs we provide one of the first examinations of the determinants of irrevocable commitments. Irrevocable commitments involve undertakings given by existing shareholders to agree to sell their shares to the bidder before the bid to take the company private is announced. We find that, for management buy‐outs, the level of irrevocable commitments is increased by the bid premium, the reputation of the private equity backer and board shareholdings. The level of irrevocable commitments is reduced by rumours of a takeover bid and bid value. We therefore find evidence that management and private equity firms' activity prior to the bid's announcement can have an important impact on the process of going private.