Private equity briefing: Southeast Asia - EY

1 Private equity briefing: SEA

Private equity briefing: Southeast Asia

February 2015


This quarterly briefing offers you a roundup of the private equity deals and capital activities across major sectors in the quarter and trends that are shaping investment decisions today.

It distills the perspectives of our team of subject-matter professionals in the region into pertinent insights to keep you ahead in navigating the private equity landscape.


Contents 01 Outlook

02 Investments

03 Exits

04 Fund-raising

05 Sovereign wealth funds

06 Sector in focus: oil and gas

07 Our services: PE value creation

4 6 10 12 14 16 19


Outlook

We enter 2015 riding on an upward trend in private equity (PE) activity. In 2014, we have seen a positive swing in mid-market deal volumes, reflecting a real desire from PE houses to invest. The overall value of PE deals done in 2014, at US$6,160m, was 23% lower than 2013. Given the ups and downs of the last few years since the global financial crisis, it is heartening to see the increasing deal volumes in the second half of 2014. There is visibility of this momentum continuing into the first quarter of 2015.

Increased confidence, and competition Our Capital Confidence Barometer Southeast Asia (SEA), which was released in October 2014 and surveyed 1,600 corporates worldwide with 120 based in SEA, had shown a strong upswing in corporate confidence in the region – the bedrock for healthy M&A activity.

This improved corporate sentiment gives companies the confidence to be bold in pursuing growth. Seventy-six percent of our survey respondents had then indicated that they expect the M&A markets to further improve across the next 12 months. Fifty-three percent of the respondents indicated that they expect to pursue an acquisition in the next 12 months.

As companies seek to pursue their growth strategy with renewed interest, we expect an increase in the demand for capital, thereby creating opportunities for PE investment.

With increased confidence and activities comes increased competition. SEA is one of the few growth hotspots in 2015. While it is an exciting region, the reality is that it has a number of diverse markets.

Apart from the ever-increasing dry powder in the hands of an ever-increasing number of funds, there is competition from Western, Asian and regional corporates. There is also competition from alternate forms of capital, the most obvious one being bank debt.

01


For PE funds to succeed, PE funds need to focus on differentiation, whether by geography, sub-sector, people or branding. Innovative deal strategies will increasingly play a part. Apart from the traditional growth capital investments, PEs can look at other collaborative ideas such as partnerships, carve-outs and roll-ups. It is also important to drive an emphasis on value creation, and this is where specialist portfolio managers and advisors can augment the investment professionals.

Slumping oil prices create opportunities Crude oil prices has continued its downward spiral, dropping to a five-and-a-half-year low as concern around oversupply and weak demand exerted a drag on oil markets. The declines were further exacerbated by the strengthening US dollar.

We believe this presents PE players with interesting opportunities in the oil and gas sector in the coming months. Further, a number of other sectors benefit from low oil prices and should figure actively in the investment themes for 2015.

We expect 2015 to be a dynamic year for PE players. The key elements of capital, confidence and market momentum are clearly present. While there is limited low-hanging fruit, PE funds that focus on differentiation, innovation and value creation will be well-positioned to secure the right investment opportunities.

Luke Pais ASEAN Leader, M&A

“The concept of private equity and the value it brings is now fairly well-understood by entrepreneurs, conglomerates and the wider market. The critical question that entrepreneurs have for private equity is: what value can you add to my business? The answers to this will create the foundation of a successful investee relationship.”


Investments 02

• Q4 of 2014 saw US$1,374m invested across 30 deals, continuing the upward trend compared to the first half of the year.

• Across 2014, there continued to be a significant amount of investment, with 102 deals attracting US$3,540m of PE funding compared to the 102 deals attracting US$4,513m in 2013.

Figure 1: Investment activity

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Source: Thomson One, Dealogic and Mergermarket

7 Private Equity Briefing: SEA

Table 1: Top investments in 2014 (annual)

Investment date

Company Country Sector Value (US$m)

Acquirer

May 14 Goodpack Ltd. Singapore Automotive and transportation

1,237.4 Kohlberg Kravis Roberts & Co. LP

Oct 14 UE E&C Ltd. Singapore Others 265.3 Southern Capital Group Pte. Ltd.

Dec 14 GrabTaxi Holdings Pte. Ltd. Singapore Technology 250.0 SoftBank Internet and Media, Inc.

Nov 14 Lazada Co. Ltd. Indonesia Consumer products and retail

249.2 Rocket Internet AG, Temasek Holdings (Private) Ltd., Verlinvest SA

Oct 14 The Learning Lab Singapore Education 234.6 Advent International Corp.

Apr 14 Crystal Jade Culinary Concepts Holding Pte. Ltd.

Singapore Consumer products and retail

100.0 L Capital Asia LLC

Aug 14 MFS Technology (S) Ltd. Singapore Technology 99.6 Navis Invest Partners (Asia) Ltd.

Nov 14 Wine Connection Thailand Consumer products and retail

89.4 Abraaj Capital Ltd.

Jun 14 SK B&T Pte. Ltd. Singapore Automotive and transportation

81.0 KDB Capital Corp., Dominus Capital LP

Aug 14 CTOS Data Systems Malaysia Others 65.0 Creador Sdn. Bhd.

A number of other mid-market deals were completed across 2014, but deal values were not disclosed. Notable transactions include Affinity Equity Partner’s minority stake in poultry producer Leong Hup in Malaysia and AIF Capital’s minority stake in bereavement care company Nirvana Asia, based in Malaysia.

Geophin George Partner (Ernst & Young Solutions LLP), Transaction Advisory Services

“Mid-market consumer deals in Singapore and Malaysia dominate the PE agenda. We see strong momentum in Indonesia, while Vietnam and Thailand are starting to emerge on the radar.”



Mid-market • It is no surprise that mid-market deals (i.e., investment between

US$20m and US$500m) continued to dominate the agenda in SEA. It attracted 72% of the capital invested by PE across the two-year period (i.e., 34% of the deal count).

• Across the mid-market, there were 50 deals, with an average investment size of US$133m.

• There has been only one PE investment above US$1b: KKR’s acquisition of Goodpack in May 2014.

• The volume of small deals is promising as it shows that we are in a growth market. Small businesses have ambitious plans and are raising capital to fund these plans. There were approximately 100 small deals recorded over the last two years, with average deal size of US$5m.

Figure 2: 2013-14 investment size (deal value disclosed)

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Deal count Deal value

Small Mid Large

204 US$8,053

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133

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Mid-market: Sector and geographic focus

Figure 3: Mid-market: Sector and geographic split


Philippines

498

Cons

umer

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Others

Tele- communications

Oil and gas

Life sciences

Power and utilities

Real estate

Others

559

Indonesia

681

Real estate

Vietnam

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Real estate

Malaysia

1,520

Technology

3,230

Singapore

Automotive and transportation

Consumer products and retail

Other sectors

Others

Others

327

Technology

Consumer products and retail

Diversified industrial products Automotive and transportation

Government and public sector

Amount invested (US$m) Others

*Note: 13 of the 26 PE investments into Indonesia across 2013 and 2014 did not have deal value disclosed.

Government and public sector

• Investment continues to be focused on Singapore and Malaysia, with investments into these two geographies accounting for 70% of deals (where values have been disclosed).

• Indonesia remains the top destination for PE players looking for new investments, although activity slowed in 2014 due to the national elections.*

• Singapore attracts investment across a wide range of sectors, particularly oil and gas.

• Consumer products and retail is the most active sector across the rest of SEA.

Vikram Chakravarty Asia-Pacific Leader, Capital Transformation

“In terms of sectors, while consumer themes dominate, technology and industrials are worth a look, and there may be interesting value plays in the resources space in the current environment.”


Exits • Q4 of 2014 saw PE-backed entities raising

US$698m from four deals, including the initial public offering (IPO) of Nirvana Asia on the Hong Kong Stock Exchange.

• Across 2014, there were a total of 22 exits generating total proceeds of US$2,620m, with the mid-market fueling the upward trend compared to 2013.

• The number of IPOs for PE-backed companies remained low, with three in 2014 and two in 2013.

• Banking and capital markets continued to provide the larger exits in the region, specifically CVC’s partial exit of Bank Rizal in September 2014 (2013: TPG partial exit from Bank BTPN).

• Singapore and Malaysia continued to generate the largest number of exits. There was a notable increase in the number of exits in Indonesia.

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Singapore Malaysia Thailand

Indonesia Vietnam Philippines

Figure 4: Exits by country

Exits 03

Figure 5: Exit activity

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Table 2: Top exits in 2014 (annual)

Completion date

Company Country Sector Value (US$m)

Sponsor Type

Jun 14 Jaya Holdings Ltd. Singapore Automotive and transportation

566.2 Linden Capital LP Trade

Sep 14 Rizal Commercial Banking Corp.

Philippines Banking and capital markets

401.0 CVC Capital Partners Ltd. Trade

Dec 14 Nirvana Asia Ltd. Malaysia Other sectors 261.1 AIF Capital Ltd., Orchid Asia Group Management Ltd.

IPO

Oct 14 Lhi Technology Pte. Ltd.

Singapore Life sciences 195.0 3i Group PLC Trade

Jul 14 MOL Global Inc. Malaysia Other services 168.8 Javelin Venture Partners IPO

Dec 14 Wuttisak Clinic Inter Group Co. Ltd.

Thailand Provider care 132.4 Citi Venture Capital International, Thai Strategic Holdings Ltd.

Trade

Oct 14 Krungthep Land PCL Thailand Real estate 109.8 Lombard Investments, Inc. Trade

Feb 14 PT Cardig Aero Services Tbk

Indonesia Automotive and transportation

100.3 Baring Private Equity Asia Ltd. Trade

Aug 14 NonStop Games Singapore Technology 90.0* Creandum AB Lifeline Ventures Oy. Trade

Feb 14 First Engineering Ltd. Singapore Diversified industrial products

80.0 Anchorage Capital Partners Pty Ltd. Trade

Joongshik Wang ASEAN Leader, Corporate Finance Strategy

“One of the largest areas of value creation for PE is operational improvement. Advisors who have proven to deliver value should be involved very early on in the life cycle of a portfolio investment.”

*Note: Majority of value being paid through deferred contingent consideration.



Fund-raising 04

• There is a continued increase in the amount of dry powder ready to be invested across SEA, resulting in the marketplace becoming increasingly competitive.

• In 2014, we saw a fewer number of funds closed but with a larger combined capital commitment. Thirteen funds closed at a total of US$11,005m, compared to US$10,858m from across 18 funds in 2013.

• Those funds that have been closed are primarily focused on the mid-market, with only three exceeding US$2b across 2013 and 2014.

• Appetite from investors appears to remain strong. Of the 31 funds closed over the past two years, 20 have reached or exceeded the fund size targeted. The one fund that closed in Q3 2014, LaSalle Asia Opportunity Fund IV, raised nearly 20% more than the original US$500m targeted.

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Source: Preqin

Figure 6: PE fund-raising with SEA focus


Table 3: Top funds closed with SEA focus in 2014 (annual)

Fund name Manager Type Commitments (US$m)

Closed Industry focus

Affinity Asia Pacific Fund IV Affinity Equity Partners Buyout 3,800 Jan 14 Diversified

CVC Capital Partners Asia Pacific IV CVC Capital Partners Buyout 3,495 May 14 Diversified

SSG Capital Partners III SSG Capital Management Special situations

915 May 14 Diversified

LaSalle Asia Opportunity Fund IV LaSalle Investment Management Real estate 585 Jul 14 Property

The Asian Entrepreneur Legacy Two TAEL Partners Growth 551 Sep 14 Diversified

Leapfrog Financial Inclusion Fund II LeapFrog Investments Growth 400 Sep 14 Financial services

Creador II Creador Management Company Growth 330 Sep 14 Diversified

NewQuest Asia Fund II NewQuest Capital Partners Secondaries 300 Jun 14 Diversified

Riverside Asia Pacific Fund II Riverside Company Buyout 235 May 14 Diversified

Yishan Indonesia Fund (Logistics) Yishan Capital Partners Real estate 150 Sep 14 Property

Harsha Basnayake ASEAN Managing Partner, Transaction Advisory Services

“Southeast Asia continues to be a magnet for capital from various investor classes, creating a competitive deal landscape. Even limited partnerships are increasingly doing direct investments. A well-articulated deployment strategy and keen focus on portfolio value creation have never been more important.”

Source: Preqin


Sovereign wealth funds

05

Investments • Sovereign wealth funds (SWFs) remain active across

SEA with a number of investments in 2014.

• The amount of capital invested by SWFs tends to be higher than PE. SWFs have completed two large deals, compared to only one completed by PE, across the past two years, with the average mid-market deal being US$149m.

• Investments have been spread across a wide range of sectors.

Figure 7: Average investment size: SWF versus PE

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Investment date Company Country Sector Value (US$m)

Acquiror

24 Apr 2014 Olam International Ltd.

Singapore Consumer products and retail

1,995.7 Temasek Holdings (Private) Ltd.

12 Apr 2014 Emperador Inc. Philippines Consumer products and retail

394.6 GIC Special Investments Pte Ltd.

5 Apr 2014 8990 Holdings Inc. Philippines Real estate 132.0 Khazanah Nasional Bhd., TPG Capital Management

25 Aug 2014 Orkim Sdn Bhd. Malaysia Automotive and transportation

109.6 Ekuiti Nasional Bhd.

16 May 2014 Neptune Stroika Holdings Inc.

Philippines Provider care 84.7 GIC Special Investments Pte. Ltd.

Table 4: Top investments in 2014 (annual)

Exits • Consistent with the investment strategy applied, there has been only

a handful of exits from the SWFs in recent years. In 2014, there was one exit recorded: Ekuiti Nasional Bhd’s exit from Cosmo Restaurants Sdn Bhd for an undisclosed amount.

Purandar Rao Singapore Head, Transaction Advisory Services

“The new mantra for sovereign wealth funds is active, direct investing, which is exciting for the market and the investees, given the brand and pedigree they bring to the table.”



-20.4%

-53.5%

-20.6%

-36.5%

-16.0%

-56.1%

-40.0%

-27.8% -23.6%

-67.4%

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Dec 89 toJun 90

Sep 90 toMay 91

Oct 91 toFeb 92

May 92Dec 93

Apr 95 toJul 95

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Nov 00 toNov 01

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Jul 06 toJan 07

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Jun 14 toDec 14

Perc

enta

ge f

all

1990s oil shock Asian financial crisis

Dotcom bubble pops

Despite optimism about the US

economy, Europe struggles while

Asia shows signs of a slowdown

Sector in focus: oil and gas 06

Return of price volatility • Crude prices are falling to near six-year lows,

revisiting levels last seen in the wake of the global financial crisis. The speed and extent of the price correction took many by surprise, with average Brent price falling by 43% since July 2014.

When will the price rebound? • Price volatility has occurred over the past decades.

There were 13 troughs over the last 26 years, and the worst tumbles were largely associated with macro-economy recessions. The price rebounded each time after the trough, and the cyclic variation periods are, in general, getting shorter in recent years.

Figure 8: Historical crude price troughs and the time taken to recover

Source: The Business Times

Time to reach bottom (months)

6 6 4 19 3 23 12 2 6 6 5 3 4 6

1 157 55 16 5 9 10 10 5 27 5 0 3 0

Time to recover 75% of fall (months)


Figure 9: Global PE investment and exit across the oil and gas sector

• The current correction has resulted in announcements of significant cuts to capital and operating budgets of oil majors, national oil companies (NOCs) and large offshore services players. These cuts ranged from 10% to 30%. More announcements are expected to follow over the next few quarters. A significant number of planned projects, which were on the drawing board or pending final investment decisions, are likely to be dropped or shelved until prices recover.

• All these measures are likely to put stress across the oil and gas value chain and force players to revisit their existing investment commitments and prioritize them along with multiple options to deleverage their balance sheets via sale of non-core businesses. They need to recognize continued shareholder pressure with regards to maintaining the existing dividend policy.

Source: Derrick Petroleum, www.investing.com

(6,000)

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KKR, Itochu and others acquire Samson Investment Company for US$7.2b

Marathon acquires additional Eagle Ford acreage from Hilcorp and KKR for US$3.5b

Vnesheconombank and a undisclosed buyer acquired 3.5% stake in Gazprom for US$4.8b

Kinder Morgan divests El Paso's E&P assets to Apollo Global for US$7.15b

Finfund Limited, Ashmore Group, and Yakut Energy Ltd sold 64.7% stake in Taas-Yuryakh Neftegaz

Brent price US$/bbl (LHS)

PE investment US$m (RHS)

PE divesture US$m (RHS)

http://www.investing.com/


Investable themes and key deals during price downturn

► Acquire high potential assets from stressed sellers

► Invest in producing assets with attractive marginal cost

► Provides attractive proposition for market entry

Upstream

► BG acquires Queensland Gas Co for US$3.4b (Oct 2008)

► Repsol acquires Talisman Energy for US$13b (Dec 2014)

Midstream

► Potential for innovative financial solutions to raise capital to meet capital allocation requirements without accessing existing shareholders

► Contango provides attractive proposition for storage businesses

► Kinder Morgan acquires Hiland Partners for US$3b (Jan 2015)

► PA Group acquires QCLNG pipeline from BG for US$5b (Dec 2014)

Downstream

► Attractive proposition to expand and integrate across markets and value chain

► Expansion opportunities within retail and distribution businesses with reallocation of capital by major international players

► Saudi Aramco acquires 28.4% stake in S-OIL from Hanjin for US$1.95b (Jul 2014)

► Macquarie Infrastructure acquires remaining 50% stake in IMTT for US$1.03b (Jul 2014)

Oilfield services

► Significant stress for small and marginal players, led by cuts announced by oil majors and NOCs

► Potential for large-scale consolidation among the sector players

► Siemens acquires Dresser-Rand for US$7.6b (Sep 2014)

► Halliburton and Baker Hughes aim US$38b merger (Nov 2014)

► Schlumberger acquires 45.7% stake in Eurasia Drilling for US$1.7b (Jan 2015)

Themes Actions

Source: Derrick Petroleum

Sanjeev Gupta Asia-Pacific Leader, Oil & Gas

“The depressed oil market creates opportunities for investors with a strong cash position. A wave of restructuring and consolidation is anticipated, and PE is very well-placed to benefit from this.”


Our services: PE value creation 07

Our PE value creation (PEVC) team comprises professionals focused on PE and is supported by EY’s deep sector insight and service lines around the world.

PE value creation team

Private equity fund

► Focus: Deliver value creation services across the PE investment life cycle.

► Dedicated PE experience: Dedicated team comprising former PE operating partners, seasoned operating executives and management consultants.

► Broad functional knowledge: Capabilities in strategy, M&A and all core operating functions. Experience in revenue enhancement, cost reduction, human capital and change management.

► Deep sector experience: Primary focus in oil and gas, consumer, industrial, and health care. Ability to tap into sub-sector specialists.

► Accelerated approach: Customized approach to provide responsiveness and accelerated realization of benefits.

► Global capabilities: Dedicated team that has extensive cross-border experience with access to more than 30,000 consultants operating in 140 countries with deep industry and functional expertise.

Our capabilities

• Performance improvement

• Sales force effectiveness

• Business intelligence • Finance

• Human resources • Supply chain • IT transformation • Risk

• Lead advisory • Commercial advisory • Financial diligence • Operational diligence • IT diligence • Carve-out • Integration

• Restructuring • Real estate • Divestiture • Valuation and

business modeling • Operational improvement


Contact us Service line contacts M&A

Luke Pais [email protected] +65 6309 8094

Ching Lee [email protected]

+65 6309 8995

Corporate Finance Strategy

Vikram Chakravarty [email protected]

+65 6309 8809

Joongshik Wang [email protected]

+65 6309 8078

Transaction Support

Purandar Rao [email protected]

+65 6309 6560

Geophin George [email protected]

+65 6309 8168

Transaction Tax

Eng Ping Yeo [email protected]

+603 7495 8288

Darryl Kinneally [email protected]

+65 6309 6800

Valuation & Business Modelling

Andre Toh [email protected]

+65 6309 6214

Wouter van Groenestijn [email protected]

+65 6309 8878

Country contacts Indonesia

David Rimbo [email protected]

+62 21 5289 5025

Sahala Situmorang [email protected]

+62 21 5289 5210

Malaysia

George Koshy [email protected]

+60 3 7495 8700

Preman Menon [email protected]

+60 3 7495 7811

Philippines and Guam

Renato Galve [email protected]

+63 2 891 0307

Singapore

Purandar Rao [email protected]

+65 6309 6560

Luke Pais [email protected]

+65 6309 8094

Geophin George [email protected]

+65 6309 8168

Sanjeev Gupta [email protected]

+65 6309 8688

Karan Khemka [email protected]

+65 6922 9460

Joongshik Wang [email protected]

+65 6309 8078

Thailand

Ratana Jala [email protected]

+66 2 264 0777

Piyanuch Nitikasetrsoonthorn [email protected]

+66 2 264 9090

Vietnam

Anthony Duong [email protected]

+84 8 3824 5252



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Private equity briefing: Southeast Asia - EY