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CO-INVESTMENT: INTELLIGENT PORTFOLIO CONSTRUCTION Annual Private Capital Conference, Montreux June 27, 2019 This presentation is for information purposes only, is confidential and may not be reproduced in whole or in part (whether in electronic or hard-copy form).

CO-INVESTMENT: INTELLIGENT PORTFOLIO CONSTRUCTION · CO-INVESTMENT: INTELLIGENT PORTFOLIO CONSTRUCTION Annual Private Capital Conference, Montreux June 27, 2019. This presentation

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  • CO-INVESTMENT: INTELLIGENT PORTFOLIO CONSTRUCTIONAnnual Private Capital Conference, MontreuxJune 27, 2019

    This presentation is for information purposes only, is confidential and may not be reproduced in whole or in part (whether in electronic or hard-copy form).

  • INTRODUCTION TO CAPITAL DYNAMICS

  • 3 |CONFIDENTIAL

    • Private asset manager with over USD 16bn AUM

    • Investing globally and operating locally with 150 professionals across 11 offices

    • Delivering solutions since 1988

    • Focused on mid-market private equity and credit, and clean energy infrastructure

    WHO IS CAPITAL DYNAMICS?

  • 4 |CONFIDENTIAL

    A PIONEER IN MID-MARKET CO-INVESTMENT

    (1) Andrew Beaton, David Smith, Oliver Schumann and Luca Giacometti working together at GE Capital prior to joining Capital Dynamics in 2007. Their mid-market co-investment experience at GE Equity goes back to 1994.(2) Senior team members include Andrew Beaton, David Smith, Andrew Bernstein, Oliver Schumann and Luca Giacometti. (3) Experience includes transactions completed by the co-investment team’s senior members priorto their joining Capital Dynamics in 2007.

    There is no guarantee that the portfolio of any investment program discussed in this presentation will achieve similar results or be so constructed. Performance figures contain simulated data from unrealized investmentsbased on comparable companies/transactions. For important information on past investments, please refer to the Dataroom and the Track Record Notes attached. Performance figures contain simulated data fromunrealized investments. Past and simulated performance is not a reliable indicator of future results.

    Year when the senior members’ track record began11994

    Years’ private equity experience228+

    Lead sponsors/GPs with whom co-investments made350

    Total enterprise value of portfolio companies3

    $27 BN€24 BN

    Portfolio company HQ countries322

    Average portfolio company enterprise value3

    $345 MM€305 MM

  • 5 |CONFIDENTIAL

    WHY WE BELIEVE IN THE MID-MARKET

    Source: (1) The National Center for the Middle Market; Q3 2018 Indicator. (2) The Mighty Middle: Why Europe’s Future rests on its Middle Market companies as of September 30, 2018. (3) Preqin 2018 Private EquityReport. (4) Capital Dynamics’ intelligence. (5) Capital Dynamics based on Thomson One Cambridge Associates. (6) Capital Dynamics study “ Value creation in Private Equity”. (7) S&P Capital IQ.Investors should review the comprehensive overview of risk contained in the private placement memorandum relating to this opportunity and the risk factors attached.

    • 200,000 US mid-market (MM) companies; 3rd largest economy in the world1

    • Revenues of US MM companies growing consistently at higher rates versus S&P 5001

    • 140,000 MM companies in the largest four European economies; 9th largest economy2

    • 80% of buy-out deals invested in mid-market companies3

    • Universe of 600+ experienced MM managers with whom co-investments may be made4

    • Demonstrated resilience to macroeconomic risks (e.g., policy changes, market downturn) and out-performance over other segments through the recovery period1,2,5

    Large and growing set of opportunities

    • Value creation through revenue/EBITDA growth and operational improvement rather than leverage6

    • Acquisitions of MM companies typicallyat lower entry valuations7 than large-cap. ones due to reduced competition, market inefficiencies and size discount

    • Multitude of exit opportunities with limited reliance on cyclical exit channels such as public equity and leveraged markets

    Attractive risk-weighted returns

    • Steady deployment of capital and mitigation of concentration risk = stable deal flow in the MM

    • Reduced impact of macroeconomic policy risks on the portfolio companies5

    • Reduced impact of rising interest rates on the portfolio due to lower leverage and conservative capital structures in the MM6

    Portfolio diversification benefit

  • CO-INVESTMENT: INTELLIGENT PORTFOLIO CONSTRUCTION

  • 7 |CONFIDENTIAL

    MAIN TYPES OF CO-INVESTMENT PORTFOLIOS

    Globally diversified portfolio investing in large deals

    Global diversified portfolio investing in mid-market deals

    Concentrated regional portfolio

    No. of investments in portfolio

    More than 50 20 - 30 Less than 20

    Investment size(typical)

    Large (enterprise values >

    EUR 1 billion)

    Mid-market (enterprise values of

    EUR 50 million toEUR 1 billion)

    Small- to-medium-sized(enterprise values of

    EUR 50 million toEUR 250 million)

    Investment approach Passive Active ActiveDiversification High Optimal Low

    Risk-returnprofile

    Expected returnsimilar to index

    Balancedrisk-return

    High concentration of risk

    Illustrative co-investment fund diversification models

    Source: Capital Dynamics.

  • 8 |CONFIDENTIAL

    CO-INVESTMENT SELECTION

    Managers should have the following attributes:

    • Skillset to identify attractive target companies for investments

    • Ability to assess the characteristics of the lead investor/manager

    • Global network of several hundred lead investors spread across the key geographies, sectors and investment strategies. Independent academic research has endorsed the importance of diversification across many co-investments (in the absence of great skill or divine intervention)1

    1Summary of paper: Adverse Selection and the Performance of Private Equity Co-Investments, Braun/Jenkinson/Schemmerl, October 2018.

  • 9 |CONFIDENTIAL

    CONTRASTING APPROACHES TO SELECTION…

    Typical LP Capital Dynamics

    As direct investors, we look at target companies first, review them on a stand-alone basis and ascertain fit with the lead investor’s competence. Typical LPs have the opposite approach and rely heavily on due diligence of lead investors.

  • 10 |CONFIDENTIAL

    …WITH ACTIVE ENGAGEMENT, POST-ACQUISITION

    • Board members/observers: board representation amongst senior team members• Active role in changing or supplementing management team, and providing strategic advice based on industry expertise• Leveraged global platform to introduce international financing sources• Made follow-on investments, often with new equity (e.g., provided Italian ceramics leader with acquisition capital)• Made introductions to acquisition targets• Financed buy-out of minority shareholder via de-listing (e.g., take-private of leading Polish logistics company)• Assisted in preparation for exit• Negotiated exit terms (e.g., led negotiation of sale of IFA portfolio company to a European insurance company)• Introduced potential new clients (e.g., took U.S. portfolio company on roadshow in Europe)• Risk management through independent valuation of investments• Monitoring of sustainable development and ESG improvement

    Capital Dynamics’ approach

    • Establish a portfolio review plan• Review monthly or quarterly company reports• Attend investor meetings

    Typical co-investors

  • 11 |CONFIDENTIAL

    AN AGILE APPROACH TO INVESTMENT

    The image part with relationship ID rId3 was not found in the file.

    Mid-sized industrial businesses with international expansion potential

    Emergence from the Global Financial Crisis

    (2009-2010)The image part with relationship ID rId3 was not found in the file.

    Software and services businesses

    Growth opportunities at reasonable entry multiples

    (2014-2016)The image part with relationship ID rId3 was not found in the file.

    Transactions with stronger downside mitigation

    Downside mitigation and smaller, active transactions

    (from 2016)

    Smaller, active co-investments with specialized lead investors

    Source: Capital Dynamics; Logos are those of selected portfolio companies. The investments shown above are for illustrative purposes only and have not been selected on the basis of performance. There is no guaranteethat similar investment opportunities will arise in the future. Past performance is not a reliable indicator of future results. For complete information on past investments, please refer to the Dataroom.

  • 12 |CONFIDENTIAL

    WHAT THIS MEANS FOR PERFORMANCE

    1Adverse Selection and the Performance of Private Equity Co-Investments, Braun/Jenkinson/Schemmerl, October 2018.2The annual management fees and carried interests of a private equity co-investment fund are generally set at a level which is approximately half that applicable to a typical private equity fund active in the mid-market.

    • Braun, Schemmerl and Jenkinson analysis

    • 1,000+ co-investments from 13,000+ private equity transactions

    • Between 1981 and 2011

    Recent academic research1

    • Co-investments do not suffer from adverse selection (i.e., selection bias)

    • Co-investments achieve better returns due to their lower costs2

    Results

  • 13 |CONFIDENTIAL

    WHAT THIS MEANS FOR PERFORMANCE

    Performance of co-investments versus investments not offered for co-investment1

    Und

    erpe

    rfor

    man

    ceO

    utpe

    rfor

    man

    ce

    1Net performance shown in terms of Public Market Equivalent (PME).

    Source: Adverse Selection and the Performance of Private Equity Co-Investments. Braun/Jenkinson/Schemmerl, October 2018.Note: Bubble size indicates the amount of capital invested in specific years.

  • 14 |CONFIDENTIAL

    IMPACT OF INTELLIGENT PORTFOLIO CONSTRUCTION…

    1Adverse Selection and the Performance of Private Equity Co-Investments, Braun/Jenkinson/Schemmerl, October 2018.2The annual management fees and carried interests of a private equity co-investment fund are generally set at a level which is approximately half that applicable to a typical private equity fund active in the mid-market.

    • Capital Dynamics has carried out simulations of proprietary data

    • 268 private equity funds

    • 4,739 underlying portfolio companies

    • Vintage years between 1995 and 2010

    Recent research• Random co-investment funds with

    different investment strategies

    • Gradual changes in strategy tested by replicating funds with intelligent portfolio construction

    • These changes allow quantification of risk measured by TVPI spread

    Simulation methodology

    • Far greater downside protection versusrandomly-selected buy-out fund

    Results

  • 15 |CONFIDENTIAL

    Source: Capital Dynamics.There is no guarantee that Capital Dynamics successor program will be so constructed.

    Fund manager

    2%

    7%

    10%

    15%

    15%

    16%

    35%

    Consumer

    Health care

    IT

    Financial services

    Business services

    Energy

    Industrials

    Sector

    22%

    42%

    36%

    2016

    2017

    2018

    Vintage Geography

    12%

    43%

    45%

    RoW

    NorthAmerica

    Europe

    …USING THE FOUR KEY DIVERSIFICATION PILLARS…

  • 16 |CONFIDENTIAL

    0.6

    0.8

    1

    1.2

    1.4

    1.6

    1.8

    2

    Buy-out fund selected atrandom from our

    database

    Manager diversification Random geographicalallocation

    Equal weighting of deals Replication usingintelligent

    portfolio constructionfor co-investment fund

    Median TVPI Lower decile TVPI

    Rang

    es o

    f TVP

    Is

    Risk mitigation of 67% using intelligent portfolio construction

    …REDUCES RISK SIGNIFICANTLY

    Risk mitigation through intelligent portfolio construction1

    1Capital Dynamics' calculation and analysis based on Preqin data using a sample of 64 multi-manager co-investment funds as of June 30, 2018.

    Source: Capital Dynamics, January 2017 and 2019.

  • 17 |CONFIDENTIAL

    Source: Capital Dynamics, January 2017 and 2019.

    SIMULATION PROCESS VISUALIZATION (FUND-LEVEL)

  • 18 |CONFIDENTIAL

    PORTFOLIO-LEVEL SIMULATION METHODOLOGY

    (1Between 1999 and 2018. (2) No co-investment funds available in 2000 and in 2003. Source: Capital Dynamics calculations based on Preqin data as of June 30, 2018.

    Capital Dynamics has performed a portfolio simulation analysis to estimate the impact of adding a co-investment fund to a traditional portfolio

    • Select two random investments every year during a 15-year1 period– an investment in a private equity fund of funds– an investment in a comingled private equity co-investment fund2

    • The fund of funds and co-investment funds are all equally weighted

    • The total commitment to each category of funds can be defined

    • The current performance of a random portfolio can be expressed in terms of TVPI (exact reconstruction from the data in the Preqin database)

  • 19 |CONFIDENTIAL

    Source: Capital Dynamics calculations based on Preqin data as of June 05, 2019. Analysis based on the IRR (approximated with the “Proxy IRR” method) yields the same results. Private equity Internal Rate of Return (IRR) and Total Value to Paid In (TVPI) are net of fund expenses, management fees and carried interest.

    1.24 1.28 1.32 1.36 1.4 1.44 1.48 1.52 1.56 1.6 1.64 1.68 1.84 1.88 1.92 1.96 2

    TVPI

    Median return increased

    Reduction of the risk

    Example: 30% allocation to co-investment

    No co-investment 30% co-investment

    SIMULATION PROCESS VISUALIZATION (PORTFOLIO-LEVEL)

  • 20 |CONFIDENTIAL

    CONCLUSIONS

    Benefits of intelligent portfolio construction for co-investments versus conventional PE fund

    1) Outperformance

    2) Significant risk mitigation

    3) Greater performance at portfolio level, too

  • David SmithSenior Managing DirectorAuthorised adviser of:Capital Dynamics LtdWhitfield Court30-32 Whitfield StreetLondon W1T 2RQ, [email protected]

    Constantinos EconomouSenior VP, BDCapital Dynamics LtdWhitfield Court30-32 Whitfield StreetLondon W1T 2RQ, UK [email protected]

    For furtherInformation:

    mailto:[email protected]:[email protected]

  • 22 |CONFIDENTIAL

    For investors based in the United Kingdom, the European Union and Dubai International Financial Centre, this presentation is being communicated to you by Capital Dynamics Ltd (CDL). CDL is a firm authorized and regulated by the UK Financial Conduct Authority as an Alternative Investment Fund Manager.

    For investors based in the United States, this presentation is being communicated to you by Capital Dynamics Broker Dealer LLC on behalf of Capital Dynamics, Inc., a registered investment adviser with the US Securities and Exchange Commission.

    For all other investors, the presentation is being communicated by the firm entity acting as the manager or general partner, adviser to the client or such other firm entity authorized to make this communication as appropriate.

    Capital Dynamics Group is an independent asset management firm focusing on private assets and comprises Capital Dynamics Holding AG and its affiliates.

    DISCLOSURE STATEMENT

  • 23 |CONFIDENTIAL

    “Capital Dynamics” comprises Capital Dynamics Holding AG and its affiliates.

    The information contained herein is provided for informational purposes only and is not and may not be relied on as investment advice, an investment recommendation, an offer to sell, or a solicitation of an offer to buy any interest in any fund or any security, commodity, financial instrument or derivatives linked to, or otherwise included in, a portfolio managed or advised by Capital Dynamics, or an offer to enter into any other transaction whatsoever. Any such offer or solicitation, if made, shall be made pursuant to a private placement memorandum furnished by Capital Dynamics. No person has been authorized to make any statement concerning the information contained herein other than as set forth herein, and any such statement, if made, may not be relied upon. Recipients should make their own investigations and evaluations of the information contained herein prior to making an investment decision. Nothing contained herein may be relied upon as a guarantee, promise, assurance, representation or warranty. This presentation is strictly confidential, is intended only for the person to whom it has been provided and may not be shown, reproduced or redistributed in whole or in part (whether in electronic or hard copy form) to any person other than the authorized Recipient without the prior written consent of Capital Dynamics.

    Further, this document may contain information that has been provided by a number of sources not affiliated with Capital Dynamics. Capital Dynamics has not verified any such information. Nothing contained herein shall constitute any representation or warranty and no responsibility or liability is accepted by Capital Dynamics as to the accuracy or completeness of any information supplied herein.

    This document may contain past performance and projected performance information. It must be noted that past performance and projected performance is not a reliable indicator or guarantee of future results and there can be no assurance that any fund managed by Capital Dynamics will achieve comparable results. Certain statements contained in this document may include statements of future expectations and other forward-looking statements. Due to various risks and uncertainties, actual events or results or actual performance may differ materially from those reflected or contemplated in such forward-looking statements.

    Except where otherwise indicated herein, the information provided herein, including any forecasts contained herein and their underlying assumptions, are based on matters as they exist as of the date of preparation and not as of any future date, and will not be updated or otherwise revised to reflect information that subsequently becomes available, or circumstances existing or occurring after the date hereof. Capital Dynamics does not purport that any such assumptions will reflect actual future events, and reserves the right to change its assumptions without notice to the Recipient. Any forecasts contained herein are intended to be provided in on-on-one presentations to the Recipient. Capital Dynamics has not independently verified the information provided and does not assume responsibility for the accuracy or completeness of such information.

    The Recipient should not construe this document as a binding legal agreement or the contents of this document as legal, tax, accounting, investment or other advice. Each investor should make its own inquiries and consult its advisors as to any legal, tax, financial and other relevant matters concerning an investment in any fund or other investment vehicle. Capital Dynamics does not render advice on tax accounting matters to clients. This document was not intended or written to be used, and it cannot be used by any taxpayer for the purpose of avoiding penalties which may be imposed on the taxpayer under U.S. federal tax laws. Federal and state tax laws are complex and constantly changing. The Recipient should always consult with a legal or tax adviser for information concerning its individual situation.

    When considering alternative investments, such as private equity funds, the Recipient should consider various risks including the fact that some funds may use leverage and engage in a substantial degree of speculation that may increase the risk of investment loss, can be illiquid, are not required by law to provide periodic pricing or valuation information to investors, may involve complex tax structures and delays in distributing important tax information, often charge high fees, and in many cases the underlying investments are not transparent and are known only to the investment manager. Any such investment involves significant risks, including the risk that an investor will lose its entire investment.

    By accepting delivery of this document, each Recipient agrees to the foregoing and agrees to return the document to Capital Dynamics promptly upon request.

    DISCLAIMER

  • 24 |CONFIDENTIAL

    United Kingdom: This document has been issued by Capital Dynamics Limited who is authorised and regulated by the Financial Conduct Authority (“FCA”). This document is addressed only to persons falling within one or more of the following exemptions from the restrictions in section 21 of the Financial Services and Markets Act 2000 (“FSMA”):

    • Authorised firms under FSMA and certain other investment professionals falling within article 19 of the FSMA (Financial Promotion) Order 2005 (“FPO”) and their directors, officers and employees acting for such entities in relation to investment; and

    • High value entities falling within article 49 FPO and their directors, officers and employees acting for such entities in relation to investment, in addition to other persons who are classified as a Professional Client or Eligible Counterparty in accordance with the rules of the FCA. Accordingly, this document is not required to comply with the detailed rules on financial promotions in the FCA's Conduct of Business Sourcebook. The distribution of this document to any person in the United Kingdom not falling within one of the above categories is not permitted by the Issuer and may contravene FSMA. No person falling outside those categories should treat this document as constituting a promotion to him, or act on it for any purposes whatsoever.

    European select countries (Austria, Belgium, Cyprus, Czech Republic, Denmark, Finland, France, Germany, Greece, Liechtenstein, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Italy, Republic of Ireland, Spain, Sweden): Material is presented to investors qualifying as professional investors (as that term is defined under the Alternative Investment Directive) by Capital Dynamics Ltd. Capital Dynamics Ltd is authorized and regulated by the Financial Conduct Authority (FCA). Any Recipient not interested in the analysis described herein should return this document to Capital Dynamics Limited, Whitfield Court, 2nd Floor, 30-32 Whitfield Street, London W1T 2RQ, United Kingdom and contact Capital Dynamics as soon as possible (t. +44 20 7297 0200). Furthermore, please kindly note that any fund to which this document relates does not exist as at the date of this document and it is not yet possible to subscribe for interests in such fund. Capital Dynamics Limited reserves the right to amend or change the purpose (also in a material way) of any fund to which this document relates or to decide not to proceed with the establishment of a new fund. Additional information for investors based in Germany: Capital Dynamics GmbH is registered as an investment intermediary (“Finanzanlagenvermittler”) according to § 34f para. 1 sentence 1 no. 2 and 3 German Commerce and Industry Regulation Act with the Chamber of Commerce and Industry Munich (Balanstr. 55 – 59, 81541 Munich). The register number is D-F-155-9YP3-61. The registration is published on the following website: www.vermittlerregister.info.

    Switzerland: This document does not constitute an offer or a distribution of commitments to any person in Switzerland, or an invitation to participate in any fund to which this document relates by any person in Switzerland. Such fund has not appointed a Swiss representative or a Swiss paying agent and the commitments in such fund may therefore not be distributed to investors in or from Switzerland. The intention is to establish a Luxembourg feeder fund which will appoint State Street Bank GmbH, Munich, Zurich Branch, Beethovenstrasse 19, P.O. Box, Ch-8027 Zurich, Switzerland, as its Swiss representative and paying agent. Any distribution of shares in the Luxembourg feeder fund in Switzerland would be exclusively made to, and directed at, qualified investors, as defined in the Swiss Collective Investment Schemes Act of 23 June 2006, as amended and its implementing ordinance. Accordingly, the Fund has not been and will not be registered with the Swiss Financial Market Supervisory Authority FINMA.

    MATERIAL NOTES TO INVESTORS

    http://www.vermittlerregister.info/

    Co-investment: intelligent portfolio constructionIntroduction to �CAPITAL DYNAMICSWho is capital dynamics?A pioneer in mid-market co-investmentWhy we believe in the mid-marketCO-INVESTment: INTELLIGENT PORTFOLIO CONSTRUCTION�MAIN TYPES OF CO-INVESTMENT portfolioSco-investment selectionCONTRASTING APPROACHES TO selection……with Active engagement, post-acquisitionAn agile approach to investmentWhat this means for performanceWhat this means for performanceImpact of intelligent portfolio construction……using the four key diversification pillars……reduces risk significantlysimulation PROCESS Visualization (fund-level)Portfolio-level simulation methodologysimulation PROCESS Visualization (portfolio-level)CONCLUSIONsSlide Number 21DISCLOSURE STATEMENTDISCLaimerMaterial notes to investors