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Euromoney Learning Solutions

Private Equity Masterclass

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Description

This popular course is comprised of 3 individually bookable modules. To register on the full 5 Day Private Equity School, please select 'Register' and follow the registration process. If you would like to register on an individual module, please select your desired module below and follow the registration process on this product page.

Module 1: Traditional Private Equity: Leveraged Transactions (Private Equity School) Module 2: Real Assets & Infrastructure Private Equity (Private Equity School) Module 3: Mezzanine Private Equity & Growth Equity (Private Equity School)

Alternative assets (AA) have attracted a considerable amount of attention and enthusiasm for their performance, diversification effects, and growth of assets under management (AUM). Among various alternative asset classes, traditional leveraged private equity and mezzanine finance share numerous characteristics – illiquidity, long-term horizons, and potential for high levels of returns. Infrastructure private equity and real asset investment add diversification plus inflation protection. All these areas can utilise leverage in acquiring the underlying assets

This school provides delegates with a comprehensive understanding of these "illiquid" alternative asset classes. It will:

  • Examine the role of traditional PE, real assets and infrastructure PE, private mezzanine financing (PMF), and growth equity in the portfolio
  • Analyse representative transactions and assess the attractiveness of potential transactions in different transaction contexts
  • Illustrate common types and identify classic sources of traditional PE, real assets, infrastructure, PMF and growth equity transactions
  • Examine entry valuation methodologies, including forecasting and modelling
  • Demonstrate how to structure and fund deals
  • Demonstrate how to generate returns through opportunistic entry, improved fundamental performance post-acquisition, use of leverage and performance incentives, and timely exit
  • Profile sources of financing for transactions of different asset classes
  • Examine funds flows and asset ownership changes associated with different products
  • Demonstrate classic post-acquisition operational improvements, such as more disciplined capital spending, reductions in working capital, and performance-related compensation
  • Profile key due diligence issues, including HR due diligence
  • Review exist alternatives, including leveraged recaps, IPOs, and trade sales to a strategic buyers

Attendees will see private equity from the standpoint of both:

  • The buy-side, i.e. investors with capital looking to commit it to uncorrelated, historically higher-return, but illiquid investments
  • The sell-side, i.e. intermediaries assisting in the structuring and financing of private equity transactions

Methodology

The course will include the analysis of several private equity deals and leveraged buyouts, including a series of Asian transactions. A Socratic approach, with active participation and exercises, will be used.

Agenda

Day 1

Deal sourcing and return generation

Fundamental analysis in private equity contexts and valuation

  • Transaction types: LBOs, MBOs, growth equity
  • Target screening
    • Key industry
    • Sector-level characteristics
    • Key firm-level characteristics
  • Business strategy assessment
    • Business mix, growth goals
    • Margin targets
    • Capital investment
    • Agency problems
    • Operating risk management
  • Financial performance assessment
    • The Troika
  • Financial strategy assessment
    • Cash generation and capital use
    • Historical, target and current capital structures
    • Funding modes and sources
    • Financial risk management
    • Does the financial strategy support the business strategy or vice-versa?
  • Post-acquisition sources of value-added
    • Post economies
    • Improved working capital management
    • Discipline in capital expenditure and similar outlays
    • Monetisation of non-core assets and under utilised assets
  • Forecasts: Debt capacity and future cashflows
    • "Topline" revenue growth rate projections
    • Forecasting margins
    • Forecasting capital expenditures and other capital outlays
    • Forecasting debt service burdens
    • Levered equity cashflows
  • Return requirements and discount rates
    • Target IRRs
    • Other return measures
  • Exit strategies: “Harvesting” returns
    • Strategic buyers
    • Financial buyers
    • Public market exit
    • Leveraged recaps and special dividends
  • Private equity in Europe and Asia
    • Strategic corporate investors
    • Public market funding for highly-leveraged companies
    • Private equity operations of diversified public firms
    • Growth equity
  • Sources of value in private equity
  • Target valuation
    • Valuation methodologies
    • "Entry" pricing vs. Expected "exit" value
    • Net asset value (NAV)
    • Price/Book value
    • Enterprise value/replacement cost
    • Comparable firm multiples
    • Comparable transaction multiples
    • Operational metrics
    • Discounted cashflow approaches
    • Debt capacity and debt/EBITDA ratios

Case studies:

  • Doosan’s corporate transformation: Doosan TechPak LBO by MBK Partners
  • Morgan Stanley private equity buys Korean restaurant chain
  • Possible disposal of ParkNShop/Watson Group via LBO
  • TNT rolls back global expansion on China truck exit via LBO
  • Recent Chinese LBOs: Morgan Stanley buyout arm in talks to buy China packager

Day 2

Transaction structure

  • Debt funding
    • Bank and other senior debt
    • Bridge funding
    • Subordinated and other long-term debt finance
    • Securitisation and structured finance
  • Credit analysis and credit ratings
  • Equity-linked debt
    • Mezzanine funding
    • Convertible securities
  • Equity funding
    • Private equity, LBO and venture capital managers
    • Private market
  • Use of funds: Capital structure and returns
    • Debt/Equity mix
    • Equity-linked securities and dilution impacts: Warrants with-debt, convertibles, pay-in-kind securities
  • Transaction process
    • Due diligence, deal documentation and structuring
    • Due diligence highlight: HR due diligence
  • Exit strategies: "Harvesting" returns
    • Strategic buyers
    • Financial buyers
    • Public market exit
  • Risk management in private equity
  • Liability management

Case studies:

  • Lion Capital and the Blackstone Group: The Orangina LBO
  • Weiqiao Textile: Possible LBO and sum-of-the-parts analysis
  • Partial LBO of Medco Energi Internasionale
  • Activist investors propose LBO of Korea tobacco and ginseng

Day 3

Introduction

  • Infrastructure and real asset investing vs. raditional project finance
    • Established, "stabilised" assets and cashflows vs. "greenfield" projects
  • Infrastructure and real assets vs. Traditional real estate investing
    • Infrastructure as an alternative to premier Class A properties
  • Role of real assets and infrastructure private equity in a portfolio
    • Current returns, diversification, inflation hedge
  • Transaction types:
    • All-equity acquisition of existing infrastructure or real assets
    • Leveraged acquisition of existing infrastructure or real assets
  • Target screening: Infrastructure assets
    • Barriers to entry: "Irreplaceability"
    • Geographic location
    • Tariff structure: Freedom, predictability, enforceability in pricing of the use of asset
    • Technical characteristics: Physical condition, maintenance burdens, operational complexity
    • Types: Transportation, communication, power generation, social infrastructure
  • Target screening: Real assets
    • Supply and demand
    • Geographic location
    • Tariff structure: Freedom, predictability, enforceability in pricing of the exploitation of the resource
    • Technical characteristics: Ease of extraction and transport, maintenance burdens, operational complexity, cost predictability
    • Market conditions
    • Types: Fossil fuels, metals, timberlands, agricultural land
  • A target investment problem: Finding quality assets
    • A shortage of established assets in developed economies
    • Developing economies: Governments as willing sellers in environments of excessive uncertainty
    • The unsuitability of "greenfield" assets for infrastructure/real asset private equity
    • Infrastructure: Politically sensitive sectors - water, electricity, social infrastructure
    • Real assets: The sensitivity of "selling the family silver"
  • Financial performance assessment
    • Cashflow consistency: Non-cyclicality, tariff stability and visibility, limited technological change
  • Financial strategy assessment
    • Incremental capital investment needs
    • Cash generation and capital use
    • Historical, target and current capital structures
    • Funding modes and sources
  • Forecasts: Debt capacity and future cashflows
    • "Topline" revenue growth rate projections
    • Forecasting margins
    • Forecasting capital expenditures and other capital outlays
    • Forecasting debt service burdens
    • Levered equity cashflows
  • Return requirements and discount rates
    • Target IRRs
    • Other return measures
  • The capital structure decision: Role in the portfolio
    • Conservative capitalisation: Seeking inflation-adjusted current returns
    • More aggressive capitalisation: Some bias toward capital gains
  • Exit strategies: “Harvesting” returns
    • Strategic buyers: A shortage of them in infrastructure assets
    • Financial buyers: Other infrastructure/real asset investors, direct investment by pension funds
    • Public market exit: The Macquarie Model
    • Leveraged recapitalisation: Episodic capital gains, with some current return
    • No exit: “Buy-and-hold” for longterm inflation-protected current returns
  • Review of target valuation in real assets and infrastructure assets

Transaction structure and funding

  • Debt funding
    • Bank and other senior debt
    • Bridge funding
    • Bonded debt financing
    • Subordinated and other long-term debt finance
    • Securitisation and structured finance
  • Credit analysis and credit ratings
  • Equity-linked debt
  • Equity funding
    • Publicly-traded open-end and closed-end infrastructure funds: The Macquarie Model
    • Private infrastructure/real asset funds
    • Direct investment by pension funds, sovereign wealth funds, and endowments
    • "Strategic partner" investment by suppliers, vendors to the specific type of project/sector
  • Use of funds: Capital structure and returns
    • Debt capacity
    • Leveraged vs. Unleveraged structures
    • Equity-linked securities and dilution impacts: Warrants with-debt, convertibles, pay-in-kind securities
  • Transaction process
    • Due diligence, deal documentation and structuring highlight for real assets and infrastructure assets
  • Sources of returns/manager value-added in real assets/infrastructure private equity
    • Timely entry
    • Financial: Aggressive substitution of debt for equity, with careful cashflow management, especially disciplined in cost control and capital expenditure
    • Operational: Post-closure performance improvement due to enhanced managerial resources, more highly-motivated management and workers
    • Strategic: Well-situated, "irreplaceable" assets with tariff autonomy in infrastructure, and scarce resources with consistent, price-insensitive demand in real assets
    • Timely exit
  • Public infrastructure/real asset managers: The Macquarie Model
  • Private real asset/infrastructure managers: Organisational structures and associated funds flows
    • General vs. Limited partners
    • Legal: Specified life, withdrawal prohibitions, transfer restrictions, liability
    • Capital flows: "Takedown" schedules, capital calls, distributions
    • Manager fees and compensation, reporting and accounting policies

Case studies:

  • Morgan Stanley infrastructure partners
  • The emergence of infrastructure in private equity: Global infrastructure partners
  • Macquarie international infrastructure fund
  • Hochtief sells airports unit to PSP Investments in revamp
  • The BAA LBO: A Detailed Look at “the Tariff”
  • Funds abandon bids for UK water utility as Goldman eyes Veolia UK water assets
  • Felda Global Ventures Holding: Agricultural assets as infrastructure
  • Australia’s Transurban: Tollroads as infrastructure
  • American Tower: Cellphone towers as infrastructure
  • Private equity investment in PCCW

Day 4

Role in the portfolio, deal sourcing

  • Role of private mezzanine finance (PMF) and growth equity
  • PMF strategy types
    • LBOs and MBOs
    • Roll-ups
    • Disposals, divestitures, and equity "carve-outs"
    • PIK, equity-linked, and coupon instruments
  • Growth equity as distinguished from traditional leveraged private equity and venture capital
  • Growth equity strategy types
    • Growth equity: Minority stakes in private/public companies with some "problem"
    • "Strategic" Investors: Minority stakes in private/public companies which can benefit from strategic guidance
    • Pre-IPO and "cornerstone" investors
    • Turnaround situations: Minority stakes in private/public firms
  • Fundamental analysis in growth equity
    • Topline growth
    • Profitability
    • Cash use/generation
  • Projected sources of post-acquisition value-added
    • Improved fundamental performance via more disciplined capital investment, better working capital management, and more focused product/market development
    • Improved management incentives and governance
  • PMF sources of returns/manager value added
    • Timely entry
  • Financial: Modest use of leverage - really an equity solution
    • Operational: Post-closure performance improvement
    • Strategic: Transformative strategic, operational, managerial, and financial input by a very sophisticated investor
    • Timely exit
  • Growth equity sources of returns/manager value-added
    • Timely entry
    • Financial: Disciplined capital investment and cashflow management, but without compromising the exploitation of exciting growth prospects to the fullest, and without additional leverage
    • Operational: Post-closure performance improvement
    • Strategic: Exploitation of organic growth and growth to critical mass in a consolidating sector
    • Timely exit

Case studies:

  • Goldman Sachs mezzanine partners
  • Accuflow: Mezzanine in an LBO
  • Elephant Bar: Mezzanine investment in a restaurant chain

Day 5

Transaction structure and funding

  • Transaction structure
    • Sources and uses of funds
    • Capital structure
    • Projected method and timing of exit
    • Projected IRR
  • Valuation in PMF
    • Entry: Comparable firm multiples and control premiums
    • Exit valuations: Comparable firm multiples
    • Application of traditional convertible options-based approaches
  • Valuation in growth equity
    • Entry: DCF analysis, comparable transactions, peer firm multiples adjusted to reflect control premiums
  • Exit Valuations: Comparable transaction and peer firm multiples
  • Due diligence
    • Commercial due diligence
    • Management due diligence
    • Operational due diligence
    • Financial/Accounting due diligence
    • Legal due diligence
    • IT due diligence
    • HR due diligence
  • Sources of financing
    • Private convertible preferred stock and convertible bonds
  • Exit strategies: “Harvesting” returns
    • Strategic buyers: More common in "growth" equity and mezzanine
    • Financial buyers: Another alternative
    • Public market exit: Attractiveness of "growth" assets in the IPO market
    • Leveraged recapitalisation: Avoiding debt burdens on "growth" assets
    • No exit: "Buy-and-hold" for future dividend distributions
  • PMF/Growth equity managers: Organisational structures and associated funds flows
    • General vs. Limited partners
    • Legal: Specified life, withdrawal prohibitions, transfer restrictions, liability
    • Capital flows: "Takedown" schedules, capital calls, "cashflow waterfalls" and distributions
    • Manager fees and compensation: management fees, "transaction" fees, and carried interest

Case studies:

  • Priceline convertible “growth equity” investment in CTrip
  • Silverlake growth equity investment in Avago to finance LSI deal
  • Growth equity: Texas Pacific, Newbridge, and general Atlantic investment in Lenovo
  • MBK partners turnaround investment in Japanese jeweler Tasaki Shinju
  • Crocs, Inc. announces financial partnership with Blackstone in turnaround
  • Oaktree Capital’s $225m investment to lift cracked Diamond Foods
  • Goldman backs bankrupt Nine Entertainment’s debt-for-equity deal

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