- the implications of the financial crisis on … · crisis on norwegian target companies’...
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Kenny Strandberg
Fredrik Falkendal Nilsen
- THE IMPLICATIONS OF THE FINANCIAL
CRISIS ON NORWEGIAN TARGET
COMPANIES’ PERFORMANCE AND PRIVATE
EQUITY FUNDS’ STRATEGIES –
GRA 19003
Master Thesis - BI Norwegian Business School
Supervisor: Bogdan Stacescu
Study Programme: Business and Economics Major: Finance
NYDALEN, OSLO
Date of submission:
03.09.2012
This thesis is a part of the MSc programme at BI Norwegian Business School. The school takes no responsibility for the
methods used, results found and conclusions drawn.
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TABLE OF CONTENTS Table of Figures ..................................................................................................................................................................... 4
Executive summary................................................................................................................................................................ 5
Acknowledgement .................................................................................................................................................................. 6
Chapters of the thesis ............................................................................................................................................................ 7
1 Introduction and motivation .............................................................................................................................................. 9
2 Industry presentation ....................................................................................................................................................... 11
2.1 What is private equity? ............................................................................................................................................... 11
2.2 Why private equity? .................................................................................................................................................... 11
2.3 Types of private equity ............................................................................................................................................... 12
2.4 The private equity organization .................................................................................................................................. 13
2.5 The investment process ............................................................................................................................................... 14
3 The Norwegian PE Market .............................................................................................................................................. 15
3.1 Market report .............................................................................................................................................................. 15
3.1.1 Investments ......................................................................................................................................................... 15
3.1.2 Fundraising ......................................................................................................................................................... 18
3.1.3 Disinvestments .................................................................................................................................................... 20
3.1.4 Summary market report ...................................................................................................................................... 21
4 Theory ................................................................................................................................................................................ 22
4.1 Agency theory ............................................................................................................................................................. 22
4.2 Leverage ..................................................................................................................................................................... 23
4.3 Wealth transfer hypothesis .......................................................................................................................................... 24
4.4 Parenting advantage .................................................................................................................................................... 24
5 Previous Research ............................................................................................................................................................. 25
6 The influence of economic cycles ..................................................................................................................................... 28
7 Data .................................................................................................................................................................................... 31
7.1 Data gathering ............................................................................................................................................................. 31
7.2 Challenges................................................................................................................................................................... 31
7.3 Sample ........................................................................................................................................................................ 32
8 Preparation and Methodology ......................................................................................................................................... 34
8.1 Quantitative part: Performance ................................................................................................................................... 34
8.1.1 Peer groups ......................................................................................................................................................... 34
8.1.2 Performance measures ........................................................................................................................................ 35
8.1.3 Statistical method ................................................................................................................................................ 35
8.2 Qualitative part: Strategy ............................................................................................................................................ 35
9 Performance measures ..................................................................................................................................................... 36
9.1 Growth ........................................................................................................................................................................ 36
9.2 Profitability ................................................................................................................................................................. 37
9.3 Capital management ................................................................................................................................................... 37
9.4 Leverage ..................................................................................................................................................................... 38
10 Hypotheses ....................................................................................................................................................................... 39
10.1 Hypothesis 1 (Higher growth)................................................................................................................................... 39
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10.2 Hypothesis 2 (Higher profitability) ........................................................................................................................... 39
10.3 Hypothesis 3 (Improved capital management) .......................................................................................................... 39
10.4 Hypothesis 4 (Higher leverage) ................................................................................................................................ 40
11 Results and testing .......................................................................................................................................................... 41
11.1 Growth ...................................................................................................................................................................... 41
11.1.1 Pre-recession period ......................................................................................................................................... 41
11.1.2 Recession period ............................................................................................................................................... 42
11.1.3 Isolated growth – Holding period ..................................................................................................................... 42
11.2 Profitability ............................................................................................................................................................... 43
11.2.1 Pre-recession period ......................................................................................................................................... 43
11.2.2 Recession period ............................................................................................................................................... 43
11.2.3 Isolated profitability - Holding period .............................................................................................................. 44
11.3 Capital management.................................................................................................................................................. 44
11.3.1 Pre-recession period ......................................................................................................................................... 44
11.3.2 Recession period ............................................................................................................................................... 45
11.3.3 Isolated capital management – Holding period ................................................................................................ 45
11.4 Leverage ................................................................................................................................................................... 45
11.4.1 Pre-recession period ......................................................................................................................................... 46
11.4.2 Recession period ............................................................................................................................................... 46
11.4.3 Isolated leverage ratio – Holding period .......................................................................................................... 46
12 Robustness tests............................................................................................................................................................... 47
12.1 Lagged equity in ROE .............................................................................................................................................. 47
12.2 Removal of oil related companies ............................................................................................................................. 47
12.3 Five year holding period ........................................................................................................................................... 48
13 Survey .............................................................................................................................................................................. 50
13.1 Rationale for investing .............................................................................................................................................. 51
13.2 The attractiveness of industries ................................................................................................................................. 52
13.3 Financing .................................................................................................................................................................. 53
13.4 Underlying factors for value creation ....................................................................................................................... 54
13.5 Exit ............................................................................................................................................................................ 56
13.6 Summary survey ....................................................................................................................................................... 57
14 Limitations and further research .................................................................................................................................. 59
15 Conclusion ....................................................................................................................................................................... 60
16 References ........................................................................................................................................................................ 61
17 Exhibits ............................................................................................................................................................................ 64
Exhibit 1 – All Norwegian funds per mars 2011 .............................................................................................................. 64
Exhibit 2 – Analysed PE-companies ................................................................................................................................. 65
Exhibit 3 - Survey ............................................................................................................................................................. 66
Exhibit 4 – Results testing ................................................................................................................................................ 73
Exhibit 5 – Preliminary Thesis Report ............................................................................................................................ 106
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TABLE OF FIGURES
Figure 1: The separation between buyouts and venture capital..................................................... 12
Figure 2: PE organization structure ............................................................................................... 13
Figure 3: Investment activity in Norway separated in VC and BO ............................................... 16
Figure 4: Number of PE investments separated in venture capital and buyouts ........................... 17
Figure 5: Relationship between new investments and add-ons ..................................................... 18
Figure 6: New capital committed and the number of new funds................................................... 19
Figure 7: New capital committed and share of foreign capital ..................................................... 19
Figure 8: New capital invested per capita in Europe and Norway ................................................ 20
Figure 9: Number of exits separated in seed, venture and buyout ................................................ 21
Figure 10: GDP growth in Norway and in the UK, and the percentage change in OBX 2006-2011
(Source OECD and Oslo Stock Exchange) ................................................................................... 30
Figure 11: Sample distribution ...................................................................................................... 32
Figure 12: Industry adjusted growth .............................................................................................. 41
Figure 13: Isolated holding growth ............................................................................................... 42
Figure 14: Industry adjusted profitability ...................................................................................... 43
Figure 15: Isolated holding profitability ........................................................................................ 44
Figure 16: Industry adjusted capital management ......................................................................... 44
Figure 17: Isolated holding capital management ........................................................................... 45
Figure 18: Industry adjusted leverage ratio ................................................................................... 45
Figure 19: Isolated holding leverage ratio ..................................................................................... 46
Figure 20: Industry adjusted growth when oil related companies are excluded ........................... 48
Figure 21: Profitability when the firms are held in minimum 5 years .......................................... 48
Figure 22: Countries that Norwegian PE companies operate and invest in .................................. 50
Figure 23: Norwegian PE companies rational for investing in target companies ......................... 51
Figure 24: Attractiveness of industries for Norwegian PE companies .......................................... 52
Figure 25: Types of financing used by Norwegian PE companies................................................ 53
Figure 26: Underlying factors for value creation for Norwegian PE companies .......................... 55
Figure 27: Exit strategies used by Norwegian PE companies ....................................................... 56
Figure 28: Deciding factors for exit for Norwegian PE companies .............................................. 57
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EXECUTIVE SUMMARY
This Master’s thesis analyses changes in the operating performance of 95 Norwegian
Private Equity (PE) targets in the period 2003-10 and the changes of the strategies of
Norwegian PE firms, with the goal to identify the impact of the financial crisis.
To analyse changes in operating performance, a quantitative study is conducted. We
analyse the performance relative to peers by comparing mean values. We separate our
sample period into a pre-recession period (03-07) and a recession period (08-10). In
addition, we perform tests on the isolated holding performance of the targets. Further,
we chose performance measures to capture growth, profitability, capital management
and leverage. In turn, these four classes formed our four hypotheses.
As for growth, our findings show evidence of an extraordinarily high sale CAGR for
the targets in the pre-recession period. In addition, when looking at isolated holding
performance, we find proof of positive industry adjusted growth.
In terms of profitability, the target companies are outperformed by their peers on all
measures in both periods when comparing mean values. In addition, we found
evidence of a negative change in profitability throughout the holding period.
Considering capital management, the targets show evidence of lower efficiency in the
pre-recession period while the opposite is true in the recession period. When looking
at isolated capital management, the targets outperform the peers.
As for debt, targets’ leverage ratio, compared to peers, is lower in the pre-recession
and higher in the recession. This result is remarkable as it challenges the view that
buyouts are heavily leveraged. Further, targets decrease their ratio less than peers.
To strengthen our analyses we did numerous robustness tests. We lagged the targets
equity in the ROE-calculation, removed all oil-related companies and made a sample
of targets with a holding period of at least five years and a holding of minimum two
years in both periods. These tests did not change our conclusions.
To examine potential changes in the strategies of the Norwegian PE-firms, a
qualitative study is performed. A survey conducted reveal that PE-firms use less debt
because of availability. In addition, they use more time on their existing portfolios
rather than new investments because of a challenging exit market, and consequently
that their holding periods has expanded during the recession.
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ACKNOWLEDGEMENT
Conducting this thesis has been an exciting, but also challenging task. We are
delighted with the product, and we want to give an acknowledgment to the ones that
helped us throughout the process. We want to give a special thank you to our
supervisor Bogdan Stacescu for superior advising and guiding. Further, we want to
thank Menon Business Economics and Gjermund Grimsby in particular, for their
contributions. In addition, Kenneth Karlsen at FSN Capital deserves credit for
valuable inputs to our thesis.
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CHAPTERS OF THE THESIS
Chapter 1: Introduction and Motivation
The chapter offers a brief explanation of what we want to analyse and how we are
going to do it. Further, it describes why we want to conduct this thesis.
Chapter 2: Industry presentation
The chapter touches upon issues as what is PE, why PE, types of PE, the organization
of PE and how the investment process of PE works.
Chapter 3: Market report
The chapter firstly present the potential of the market. Later on, a full market report
with trends in investments, fundraising and disinvestments is offered.
Chapter 4: Theory
The chapter explains the relevance of the agency theory, leverage theory, the wealth
transfer hypothesis and parenting advantage in relation to PE.
Chapter 5: Previous research
The chapter maps out relevant theses and other studies in order to give a broad picture
of previous findings and to make sure that we separate ourselves from their work.
Chapter 6: The influence of economic cycles
The chapter is supposed to give an overview of the advantages and disadvantages a
financial crisis entails for PE investments.
Chapter 7: Data
The chapter describes how we have gathered the data, the challenges we have
encountered, and our sample.
Chapter 8: Preparation and methodology
The chapter outlines the two parts of the thesis; namely the quantitative and the
qualitative part. As for the quantitative part, our research question is presented.
Further, it describes how we assign peer groups, and our statistical method.
Concerning the qualitative part, our second research question is presented, and it
describes the methodology of this section.
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Chapter 9: Performance measures
The chapter present our selected performance measures. The financial indicators are
selected to capture the changes in performance of the targets. The measures are
separated into growth, profitability, capital management and leverage.
Chapter 10: Hypotheses
The chapter outlines our four hypotheses, and we expect that the target companies
outperform their peers on each and one of them in both periods. That is, that they
experience higher growth, higher profitability, improved capital management and a
higher leverage ratio.
Chapter 11: Results and testing
The chapter present all results from both periods, and the results found in the holding
period.
Chapter 12: Robustness tests
The chapter outlines our robustness tests. We have lagged the target companies’
equity in the ROE calculation, removed all oil-related companies and made a sample
of targets with a holding period of at least five years and a holding of minimum two
years in both periods.
Chapter 13: Survey
The chapter present our findings concerning the changes in the PE-firms rationale for
investing, attractiveness of industries, financing, and exit strategies.
Chapter 14: Limitations and further research
The chapter describes our limitations of the thesis and our suggestions for further
research.
Chapter 15: Conclusion
In this chapter our main conclusion is presented.
Chapter 16: References
Chapter 17: Exhibits
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1 INTRODUCTION AND MOTIVATION
Private Equity (PE) has experienced an explosive growth in recent years and today
influences the international economy. The industry enjoys broad recognition
especially in the US, but it seems like there is limited knowledge about the subject in
Norway. That is, PE does not get a lot of attention in Norwegian media or other
Norwegian literature. Consequently, we feel that this paper is able to contribute to
and complement existing literature. Furthermore, we find the industry fascinating due
to its active investment role and its important role as a source of private capital.
We want to investigate whether PE is special. PE is costly, but still seems to be a
highly valued asset class as it is associated with high returns - often above industry
averages. Further, the high returns seem even more satisfying as investors find the
risk to be lower because of portfolio diversity. On the other side, there are aspects
making a PE-investment less desirable. E.g. they are affected by frictions such as low
liquidity that make investors demand higher returns because of the long time horizon
the capital gets tied up for. In addition, PE firms often invest in high growth
companies, which increase portfolio risk. This “risk-story” also intrigues us. That is,
if PE were over performing everybody all the time and in addition at a “low” risk, it
would be difficult to understand why not everybody invests via PE. To discover
whether PE is special also in periods with high risk, we include the financial crisis in
our thesis. We have formed the following research questions:
“Is the operational performance of the PE fund’s portfolio company significantly
better compared to its peers, relative to both pre- and recession period?”
“Are the strategies of the PE funds affected by the financial crisis?”
The two research questions complement each other and will give us a good overview
of the industry and how it has been affected by the “financial crisis” – they should
reveal the full “risk-story”. The first question implies that we are looking at a given
investment strategy and checking its performance in both good and bad times. The
second question deals with the change in investment strategies, so these results will
build on the answers to the first question.
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In order to answer the two research questions, we have separated our thesis into two
parts; one quantitative- and one qualitative part.
In the quantitative part, we will analyse the performance of the PE target companies’
in a pre-recession period (2003-07) and in a recession period (2008-10), and further
compare their performance with peer groups. Financial indicators covering growth,
profitability, capital management, and leverage will capture the performance. This is
covered in chapter 9. We will assign one peer group to each target company by using
a 5-digit industry code and the level of revenue for the year of the acquisition. This
will allow us to compare the isolated holding performance of the targets with a set of
comparable firms. Moreover, we will merge these peer groups into one big group,
and further separate this group into the two time periods we want to investigate. By
doing this we can compare the mean values of our entire sample with one peer group.
The latter will serve as our main purpose of this quantitative part, while the analysis
of the isolated holding performance is included to add depth and further
understanding to our results, which will be presented in chapter 11.
In order to exam the robustness of our results, several tests will be performed. These
tests will be presented in chapter 12.
In the qualitative part, we will analyse potential changes in the strategies of the
Norwegian PE-firms. In order to do this we will conduct a survey and the results from
this survey will be presented in chapter 13. The survey embraces rationale for
investing, the attractiveness of industries, financing, underlying factors for value
creation, and exit strategies. We want to examine whether the financial crisis has
made the PE firms change their strategies in these areas.
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2 INDUSTRY PRESENTATION
2.1 What is private equity?
PE is a source of investment capital from individuals and institutions with the purpose
of investing and acquiring equity ownership in nonpublic companies at different
development stages. Partners at PE firms raise and manage funds with the goal of
achieving highest possible returns for their shareholders within the risk profile of the
fund. The investments horizon is usually medium to long term (8-12 years) (NVCA
2011a).
Another important aspect of PE funds is that they engage in “active ownership". This
includes representation in the companies’ boards, counseling (both outside
consultancy and own expertise) and close monitoring of the company's management,
as well as supervising the operations and development of the acquired companies.
2.2 Why private equity?
For companies wanting to raise equity, the total capital market consists of the private
and the public market. If a private company wants to go public, an initial public
offering (IPO) is made. This enables the company to list on a stock exchange and
raise capital in exchange for equity ownership to the investors. Further, if a public
company wants to acquire additional capital, more shares can be issued and sold in
the stock market. The public market is liquid and well organized, but it is expensive
to do an IPO and the costs of getting and staying listed is significant. Due to
regulations, the standards and costs of reporting are high. Hence, these markets are
unreachable for most small and medium size companies which accounts for the vast
majority of all businesses in the economy (Spilling 1998). These companies also have
the wish and intent to grow and expand, and thus need capital to fulfill their
ambitions. This capital can be provided via PE.
In addition, the expertise of the PE funds can further help the target company to the
next level, whether it is launching a product, going international, going public (IPO)
or becoming more efficient. Here is where PE finds its place in the capital market.
Furthermore, PE firms often acquire public companies, where the goal is to take the
company private, restructure, and capitalize on the value creation potential of the
company. Google, Apple and Facebook are all examples of companies that have been
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previously PE-backed. The expertise and capital they got from the PE-firms may be
key reasons for their dominant position today.
2.3 Types of private equity
PE is commonly separated into Venture Capital and Buyouts. Venture Capital and
Buyouts is distinguished by the maturity of their portfolio companies. As these
companies are at different stages in their life cycles, the two PE-types also vary in
terms of investment strategies. Venture capital often has a main focus on product
development and implementing the “right” market mix. These companies often need
capital to develop and expand. Buyouts are often mature companies with solid cash
flows that can manage the amount of debt raised to buy the target company. The main
focus is often switched towards restructuring and further development of the
company. The involvement of PE-firms often includes the acquisition of majority
shareholdings in the company, and the aim is to revitalize the company after the
investment. Among other things, this may be relevant in connection with company
internationalization (NVCA 2011a).
Figure 1: The separation between buyouts and venture capital
Furthermore, the buyout part of PE investments is commonly divided into leveraged
buyouts (LBOs), management buyouts (MBOs) or venture capital buyouts. LBOs
are defined as “acquisitions of public companies by private investors who finance a
large fraction of the purchase price with debt” (Brealey, Myers and Group 2003).
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MBOs have many of the same characteristics as other types of buyouts with the main
difference being that the management acquires the firm. However, not all PE
investments are based on debt financing as financing can come through equity
participation as well. In this paper we focus only on buyouts.
2.4 The private equity organization
PE funds are organized differently from other types of investment funds. The funds
are usually divided into limited partners (LPs) which are the investors, and general
partners (GPs) which are the management of the PE firms. The majority of capital
raised from the LPs is from institutional investors such as banks, pension funds,
insurance companies, mutual funds etc., while private investors usually represents a
minority stake. The LPs have no direct impact on how the fund is managed but the
investments are made on strict guidelines about risk, time to maturity, etc. that gives
the investors indirect control of the way the fund is run (Grünfeld and Jakobsen
2006). The GPs is the management company that is responsible for the daily activity
of the funds and the investments made by the LPs. The GPs get paid from yearly
management fees and success fees depending on the performance of the fund or the
investment.
Figure 2: PE organization structure
Further, as shown in the PE organization structure presented by the European Private
Equity and Venture Capital Association (EVCA)1 (figure 2), there can be outside
1 http://www.evca.eu/entrepreneur/default.aspx?id=3222
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advisers such as consultancy companies, industry experts, etc. in the investment
process.
2.5 The investment process
The fund manager usually manages several funds and before a new fund is initiated,
issues, such as fund size, investment strategy, industry focus and geography is
decided2.
After the framework for the fund is set, the fundraising period starts and usually lasts
from 6 to 12 months depending on the interest from investors. When the fundraising
period is complete, the GPs screen potential target companies. When a candidate is
found, the PE management approaches the company either directly or through an
intermediate part. The next step is to do a due diligence to map out the target (legal,
tax, technical and financial issues) and industry. After the research is done, but before
the final contract is signed, the negotiation starts and a deal is lined up containing
specific terms and conditions such as covenants and warrants, containing the
purchase price, management agreements, etc. After the deal is signed the GPs
restructure the company to extract its value potential while closely monitoring both
operations and financial performance. As the investment period comes to an end, the
PE fund exits either through an IPO, industrial sales, management buybacks or other
disinvestment strategies3.
2 http://www.argentum.no/Main-categories/Nordic-PE/Fundraising2/ 3 http://www.nvca.no/userfiles/NVCA_rbok_2010_web.pdf
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3 THE NORWEGIAN PE MARKET
The Norwegian PE market is still quite new and not fully developed. However, it
seems to be a market with high potential that is yet to be extracted. Further, the
Norwegian market is growing rapidly. As an illustration, in 2001 the companies
backed by Norwegian PE funds had 5.000 employees, while this number has
increased to 60.000 by the end of 20114.
The Nordic PE market has shown a great track record and serves several beneficial
socio-economic factors, which leads it to be an attractive investment opportunity. In
addition, Norway is appealing much because of its stable economic condition and
high BNP per capita. Moreover, large portions of the investments are mature, leading
to high activity in 2011 and high-expected activity in 2012. Norway is ranked in the
top quartile in all the different categories on the last Global Venture Capital and
Private Equity Country Attractiveness Index, and is currently ranked as the 13th most
attractive market in Europe for investments (IESE (2012)5. In the latest market report
published by Argentum they also find that Norwegian companies are very interesting
to international actors. Over two thirds of all exits in 2011 involved an international
investment in a Norwegian company (Argentum 2011).
Furthermore, on the first of February 2012, a PE Research Centre focusing on the
Nordic market was opened at NHH, making it the first of its kind in the Nordic
region, and one of few in Europe. “The Argentum Centre for Private Equity will be
an independent academic research Centre. The objective of the Centre is to bring
together researchers and practitioners to further understand how private equity
works, strengthen the understanding of best practices in private equity management
and the contributions of private equity to businesses, investors and society (Argentum
2012).” The initiation of the research center underlines the growing recognition and
academic focus on PE in Norway.
3.1 Market report
3.1.1 Investments “Norwegian PE firms invested a total of 4 billion NOK in 2011, a decrease of 34
4 http://webtv.tv2.no/webtv/sumo/?treeId=114 5 http://blog.iese.edu/vcpeindex/norway/
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percent from 2010, while at the same level as 2009.” As shown in the table below the
invested PE capital is mainly in the buyout segment (NVCA 2011b). Further, the drop
in total amounts invested is in large because of a decline in the amount invested in
buyouts.
Figure 3: Investment activity in Norway separated in VC and BO
In Europe, the development in buyout investments has been quite volatile in the same
period, with a 100 percent increase from 2009 to 2010. The amount of capital
invested in seeds has decreased dramatically the last couple of years both in Norway
and in Europe, much due to the lack of funds in this segment. The investments by
venture capital funds have decreased every year with a large drop in 2009, and in
2011, and accounts for NOK 1.2 billon. This is quite similar to the development in
Europe.
The decline in number of investments is primarily due to a strong drop in venture and
seed investments, which is clearly demonstrated in the figure 4 below. Venture
investments fell almost 50 percent compared to 2010, while the number of buyout
investments remained stable (NVCA 2011b). Venture capital represent a significant
part of the total PE investment activity and a lag in the level of investments hurts the
early stage target companies. In particular, the seed segment has been affected by the
drop in allocated capital; both in 2007 and in 2008 there were seed investments that
amounted to over NOK 200 million, while in 2011 it was reduced to one investment
0
1000
2000
3000
4000
5000
6000
7000
2008 2009 2010 2011
Seed
Venture
Buyout
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and a total amount of NOK 7 million (NVCA 2011b). Hence, seed investments seem
to be undercapitalized and almost non-existing for new investments in Norway
(PLC)6. This is of concern as these funds are critical for start-up companies’ future
development and thus economic growth through this innovative business segment.
Buyouts, however, seems to be on the rise or at least remains stable (NVCA 2011b).
The difference in buyout investments compared to venture and seed investments
could be to some extent based on interest rates. It has been found that buyouts are
more sensitive to interest rates, and the rates have been declining.
Figure 4: Number of PE investments separated in venture capital and buyouts
Another interesting feature when looking at the recession period is that the
relationship between PE acquisitions and add-on investments made by PE companies
seem to move with economic cycles. After plotting investments and add-ons we
obtain figure 5 below. Our figure indicates that in periods of economic downturn PE
companies focus less on new investments. The reason might be that during recessions
it can be harder to sell off companies, and consequently targets are kept and
developed further while waiting for a better market to realize the investment. In
addition, during economic setbacks the fight for the few good targets increase,
driving the price up to levels which offer low returns. Thus, PE companies give
6 http://crossborder.practicallaw.com/9-500-9675?source=relatedcontent#a77761
0
10
20
30
40
50
60
70
80
90
100
2008 2009 2010 2011
Seed
Venture
Buyout
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priority to their existing portfolios until the market conditions improve and desirable
acquisitions can be made.
Figure 5: Relationship between new investments and add-ons
Since 2001 the capital under management has increased from NOK 7.5 billion to
NOK 61 billion by H1 2011. In the period 2003 to 2008 there were a strong increase
in the capital pool managed by Norwegian funds, but after 2008 it has stabilized
around NOK 60 billion. Except for a strong growth in 2008, the capital under
management for the buyout segment has been stable the last years, and account for
over 50 percent of the total committed capital (NVCA 2011b). Further, the difference
between the venture and buyout segment is much smaller when looking at capital
under management, indicating that capital allocated to buyout has been utilized more
frequently.
3.1.2 Fundraising Three new funds were established in 2011, and the total capital raised surpassed NOK
11 billion. This is much higher than in 2009 when only NOK 900 million were raised,
and in 2010, but not as high as in record years of 2006 and 2008. In the period
between 2006 and 2008, 45 new funds were established and over NOK 35 billion
were raised in the period (NVCA 2011b). We also notice that the amount of capital
raised compared to new funds points towards larger funds, which is reflected by more
activity from buyouts and less by the seed segment. This might arise from smaller PE
companies or newly started companies struggling to raise capital in a more selective
market, while more established PE companies with a solid track record might attract
capital more easily. These companies are in general buyout or venture companies.
0
50
100
150
200
250
300
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
Nu
mb
er
of
inve
stm
en
ts
Year
Relationship between new investments and add-ons
New investments
Add-on investments
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Figure 6: New capital committed and the number of new funds
Further, there has been an explosive development in the percent of new capital
committed coming from foreign investors. The Norwegian market has been seen as
more stable and safer than most other markets during the recession and hence it
should come as no surprise that capital is flowing into the Norwegian PE sector.
Figure 7: New capital committed and share of foreign capital
Despite low figures in both 2009 and 2010, Norway is raising more funds than the
rest of Europe per capita. The reason for not having data from 2001 to 2011, like the
other figures, is because of a lack of data availability. In 2010, EUR 100 per
Norwegian were raised to PE-investments while the corresponding figure for the
average European amounted to EUR 32. Figure 8 below also makes it clear that
except from 2009, the Norwegian PE industry is growing faster than the PE industry
in the rest of Europe when looking at new capital allocated per capita. In 2010 the
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GRA 19003 Master Thesis - MSc in Business and Economics 03.09.2012
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ratio between funds raised in Europe and Norway per capita was at its highest ever
(NVCA 2010). It is, however, worth mentioning that these results might be biased in
the sense that per capita figures may look “too good” for countries like Norway
which are rich and have a low population. That is, the differences may in fact not
necessarily be that large, but we believe that the numbers do illustrate important
aspects of the development of fundraising.
Figure 8: New capital invested per capita in Europe and Norway
3.1.3 Disinvestments As for exits, trade sales make up for approximately 25 percent of the exits and is the
most commonly used strategy in Norway. The buyers are typically companies
wanting to grow further, or acquire a special technology or expertise the portfolio
company possesses. Furthermore, there has been an increase in exits from 2009 to
2011 (NVCA 2011b). However, the number of exits is much lower than before the
recession when general activity in PE was higher. The recent rise in exits can be
connected to PE funds maturing after the enormous amount of new funds initiated in
2006 (5 year is a common maturing period for PE funds). As a result, it is expected
that the trend of a rise in exits will continue into 2012 as several PE funds have longer
holding periods or have chosen to extend their holding due to low returns or low
investor interest. This development is important for the understanding of our sample,
as the sample have a high proportion of entries before the crisis and a low number of
exits during the crisis. There will be a further description of our sample in chapter 7
which covers the data of this thesis.
0
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New capital per capita Norway New capital per capita Europe
GRA 19003 Master Thesis - MSc in Business and Economics 03.09.2012
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Figure 9: Number of exits separated in seed, venture and buyout
3.1.4 Summary market report The market report reveals that the number of investments has decreased from 2010 to
2011, but they are at the same levels as in 2009. The large drop is mainly because of
the decrease in venture and seed investments, as buyout levels have remained
relatively stable. Furthermore, the relationship between investments and add-ons
appear to be correlated with economic cycles. This indicates that PE-funds use more
time on existing portfolios rather than new acquisitions in periods of a recession.
The number of new committed capital has increased from 2010 to 2011 and is closing
in on the high levels found in 2008, while the number of new funds initiated is low in
the years of the recession. Furthermore, new committed capital from foreign investors
has increased during the crisis. This is not that surprising as Norway has been less
affected by the crisis compared to most other countries, and hence it serves as a safer
market to invest in.
As for exits, there have been very few divestments in the years of the recession. The
levels are, however, increasing in 2011, indicating that the exit market is recovering.
0
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4 THEORY
4.1 Agency theory
“Agency theory is concerned with resolving two problems that can occur in agency
relationships. Firstly the goals and desires of the principals and the agents can be
different, also monitoring of the management can be difficult or expensive and thus
the shareholders can’t know if the management behaves appropriate. Secondly there
can be a problem of attitude towards risk" (Eisenhardt 1989).
The agency problem arises because of conflicting interests of shareholders and
management. That is, shareholders want to maximize share price and dividend yields,
while managers want to maximize personal returns, for example meet quarterly or
annual report deadlines in order to secure bonuses (Insight and Lambert). When
dividend yields are raised, monitoring will be improved. The reason is that high
dividends “force” the company to raise capital on a regular basis, and hence the free
rider problem will be reduced. That is, not one person can provide service for
everybody because now investors need to monitor the company themselves in order
to find out whether it is attractive or not (Easterbrook 1984).
Lundgren and Norberg (2006) argue that it is “essentially three different sources of
value creation in leveraged buyout transactions emanate from the basics of agency
theory and reduction of agency costs, (i) the incentives realignment hypothesis, (ii)
the control hypothesis and (iii) the free cash flow hypothesis”.
4.1.1 The incentives realignment hypothesis The mentioned conflicting incentives of shareholders and managers can be aligned
through buyouts. For example, a management buyout may result in management
getting an equity share, or a higher equity share, in the company and consequently get
similar incentives as the shareholders – increase share price. In order to do that,
managers need to maximize firm value, and not necessarily accomplish personal
goals.
When managers have an incentive to maximize performance, benefits can be that they
work harder leading to operational efficiency. In addition, it encourages management
to only undertake positive NPV projects. This will increase firm value. However, it
may also lead to underinvestment (risk aversion).
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4.1.2 The control hypothesis After a buyout transaction the target company is often taken private, and will have a
less dispersed ownership. When turning private, the secondary market for selling
shares disappears and hence an easy exit opportunity is not available. This will
increase the shareholders’ incentives to monitor and this may increase wealth.
Furthermore, the buyout investors have expertise and may increase wealth even
further as they are better at monitoring compared to other equity investors.
4.1.3 The free cash flow hypothesis There are both advantages and disadvantages of having debt. A high leverage ratio
leads to high interest payments. Consequently, one needs to allocate money to pay the
interest. This is a disadvantage in the sense that you reduce manager flexibility, and it
may lead to a short-term orientation. In addition, the high interest payments increase
the probability of default because you are more exposed to unfortunate economic
cycles. On the other hand, it can serve as an advantage; given that a lot of the cash
flows have to be set aside for interest expenses, it leaves less room for insufficient use
of the remaining capital. That is, debt reduces the agency costs of free cash flow by
reducing the cash flow available for spending at the discretion of managers (Jensen
1986).
4.2 Leverage
Miller and Modigliani published two path-breaking articles in 1958 and 1961. The
Miller-Modigliani irrelevance theorem (MM proposition 1) argues that under certain
conditions, namely a well-functioned market, rational investors and neutral taxes,
firm value will not be affected by the capital structure. That is, decisions concerning
the financial structure affect only how the “corporate pie” (the statistical distribution
of income that the firm generates) is shared, but has no effect on the total size of the
pie (Tirole 2006). However, these conditions are questionable in real life, and Miller
and Modigliani later extended their proposition 1 and concluded that the tax shield
from debt financing also affected firm value. By this extension, the optimal capital
structure was 100 percent debt financing. However, a capital structure only consisting
of debt will increase the probability of financial distress. Consequently, a trade-off
theory was developed, where one should take the trade-off between tax benefits and
the increased probability of financial distress into account. “In the static tradeoff
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theory, optimal capital structure is reached when the tax advantage to borrowing is
balanced, at the margin, by costs of financial distress”(Myers 1984).
Graham (2000) finds that by leveraging up to the point where the marginal tax benefit
begins to decline, a firm can add 7,3 percent to firm value when the personal tax
aspect is subtracted. However, Molina (2005) measures the effect of leverage by
looking at the default probability represented by the firms’ credit ratings. As a result
he finds that leverage causes financial distress, which largely offsets the benefits
found by Graham.
4.3 Wealth transfer hypothesis Eberhart and Siddique (2002) investigate the wealth transfer hypothesis and claim
that reducing leverage will reduce the probability of financial distress. Hence, there is
a transfer of wealth from stockholders to bondholders. Further, increased leverage
will increase the probability of financial distress; the wealth transfer than goes in the
opposite direction. With their assumptions and a constant capital structure, the wealth
transfer hypothesis predicts that a change in leverage should be positively correlated
to future stock returns. In a study done by Bradshaw et al. they found the opposite;
that changes in leverage are negatively related to future stock returns (contradictory
to the wealth transfer hypothesis) (Bradshaw, Richardson and Sloan 2006).
4.4 Parenting advantage
According to Goold, Campbell and Alexander (1998) “the parent can only justify
itself if its influence leads to better performance by the businesses than they would
otherwise achieve as independent”. Hence, a PE sponsor may create value because of
their expertise and other benefits they have to offer. As mentioned, the governance
model they apply is a feature that public firms are struggling to copy. In addition,
they employ a time horizon that is long enough to implement drastic changes, but at
the same time short enough for them to have the motivation to complete all the
changes.
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5 PREVIOUS RESEARCH
As for previous theses, there are a few that look at the buyout segment. However,
most of these are looking at the Swedish buyout market. In a thesis written by
Lundgren and Norberg (2006), they looked at the operating performance of 67
Swedish leveraged buyouts between 1988 and 2003. Contrary to most other results,
they found no significant industry adjusted improvements in operating performance
in the first three years after the buyout. In the pre and post exit period, they did not
find any clear pattern, which indicates that performance was in line with the industry
peers.
Another thesis, written by Grubb and Jonsson (2007), analysed the magnitude and
determinants of PE sponsored buyouts’ impact on the operating profitability in
Swedish buyout companies exited between 1998 and H1 2006. They found that
buyouts have a significant positive impact on the companies’ operating performance.
Hence, there are contradicting results concerning this topic. In addition, Gulliksen,
Wara and Hansen (2008), a NHH thesis, wrote about PE performance in Scandinavia.
They concluded that PE backed companies outperform their peers in measures of
EBITDA-levels, ROA-levels and growth. Furthermore, and interestingly, they found
that the levels of debt are much lower than what is commonly believed. Another
NHH thesis, written by Andresen and Sandnes (2009), looked at whether Norwegian
PE firms were able to create value in their target companies. They find that target
companies have significantly higher revenue growth than their peers. Further they
find EBITDA margin and ROA to grow less than their comparable firms. These
results are, however, not significant.
The largest study done on the Norwegian market is written by Grünfeld and Jakobsen
(2006). They study 12,353 Norwegian PE-backed companies in the period 2000-
2004, and consequently do not take the recession into account. They find that
Norwegian firms backed by PE funds have relatively higher growth rates and increase
more in value than the relative industry average.
However, a survey that does take the recession into account is the study done by The
Centre for Management Buy-out Research (CMBOR) and the Credit Management
Research Centre (CMRC). They produced a report that tracked the performance of a
large sample of PE-backed buyouts in the UK market between 1995 and 2010 and
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compares this to a sample of other private companies and stock exchange listed
companies. They split their sample period in two with one pre-recession period
(2003-06) and one recession-period beginning in 2007 when the insolvencies began
to rise and compared the mean values of the selected financial ratios for the two
periods. The report concluded that PE backed companies showed a stronger economic
efficiency and profitability during the recession as compared to private and listed
peers. In addition, they found a lower failure-rate for PE-backed buyouts than for
non-PE backed buyouts. This suggests that PE-backed buyouts are not more likely to
fail than industry peers, even though that is contrary to some commentators’
expectations (Wilson et al. 2011). This study is similar to what we want to look at,
and it will be interesting to see whether we find the same results when taking on the
Norwegian market.
As for other studies, a McKinsey research shows that the top 25 percent of PE funds
outperform the relevant stock market indices. Moreover, they do so by a considerable
margin – and persistently (Beroutsos, Freeman and Kehoe 2007). Other studies, like
the portfolio company study conducted by SVCA in collaboration with Ernst &
Young looking at both venture capital and buyout, also confirm that PE outperforms
the market in Scandinavia. They found that PE backed companies had 2 percentage
points higher revenue growth and higher profitability compared to their peers
(Riskkapitalföreningen and Young).
In a large study, comprising almost 40 percent of the U.S. Venture Economics
universe from 1984-2010, Robinson and Sensoy (2011) found that in their sample the
PE funds outperformed public equities, on average. Furthermore, a study by Harris,
Jenkinson and Kaplan (2012), found that buyout fund returns in the US have
outperformed public markets for a long period of time, while venture capital funds
outperformed public market in the 1990s, but have underperformed public equities in
the 2000s.
DeGeorge and Zeckhauser (1993) focused on the buyout category. Their findings
were that reverse LBO’s substantially outperform comparison firms in the period
before going public (IPO), but underperform them in the following period even
though net performance remains positive. Another study that is often referred to is
Kaplan (1989), where he looks at 48 large management buyouts. His main focus is on
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operating income (before depreciation), net cash flows, and reductions in capital
expenditures. He found that in the three years after the buyout, these companies
experience increases in operating income, decreases in capital expenditures and
increases in net cash flow.
There are, however, studies that find the opposite; that PE backed companies do not
outperform their peers or the market. Kaplan and Schoar (2005) find that buyout and
VC funds underperform the S&P 500. Phalippou and Gottschalg (2009) paper sheds
light on the return distribution offered by the PE industry over the 25 years of its
existence. They found evidence that the performance of PE funds is lower than the
performance of the S&P 500 by as much as 3.8percent per year.
The study by Saga and Breyholtz (2011) did look at how the financial crisis has
influenced PE-backed buyouts in Norway. They found that PE backed companies
experience better crisis management and that they are better suited to leverage their
capital structure compared to peers. However, the period studied was only from 2006
until 2009 and the sample size amounted to only 36 target companies. By conducting
a more extensive study both in terms of data size and time period we will separate
ourselves from their thesis. Furthermore, the survey we have sent out to the PE-firms
will identify possible changes in strategies due to the financial crisis. By not only
looking at possible changes in efficiency or profitability, we separate our work even
further from existing research.
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6 THE INFLUENCE OF ECONOMIC CYCLES
Richard Lambert, Director-General the Confederation of British Industry (CBI) said
that, and we quote, “the spectacular returns generated by some private equity houses
over the past half dozen years have been derived from three sources. High leverage,
rising asset prices, and a business model that cuts out the agency problem inherent in
listed companies, by aligning exactly the interests of owners and managers”(Insight
and Lambert). However, he added that the credit crunch and global economic
slowdown had brought those days to an end, temporarily at least7. There are both
supporting and contradicting views to this statement.
When you have high leverage and/or depend on rising asset prices you are exposed to
business cycles. Phalippou and Zollo (2005) actually document that fund performance
co-varies with both business cycles and stock-market cycles. They find that to be an
unattractive property and hence this supports the view of Lambert, that these sources
of success turn negative when the market is in a recession. Furthermore, when you
have high leverage you are exposed to business cycles, as the probability of distress is
positively correlated with debt (Eberhart and Siddique 2002). As the economy enters
into a credit crunch, debt will be less available and more expensive, and hence the
number of deals will decrease. Further, the exit-market will also suffer as the general
valuation in the market decrease and consequently it is less attractive to realize
investments. In addition to these risks and as mentioned, PE-investments are affected
by frictions (such as low liquidity) and this additional risk requires high returns.
Despite that the PE-industry seems to be characterized by being highly cyclical, some
researchers find that PE-firms outperform their peers both in recessions and under
healthy market conditions and hence contradict the view of Richard Lambert. As
mentioned, Wilson et al. (2011) concluded that PE-backed companies in the UK
market showed a stronger economic efficiency and profitability during the recession
as compared to private and listed peers. In addition, they found a lower failure-rate
for PE-backed buyouts than for non-PE backed buyouts, suggesting that they are not
more likely to go bankrupt despite a higher leverage ratio. Bernstein et al. (2010)
highlight many interesting arguments for the success of PE-firms, even when the 7 http://www.dofonline.co.uk/content/view/1693/116/
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market is in a recession. One possible reason may be that “their investors constitute a
concentrated shareholder base, which can continue to provide equity financing in a
way that might be difficult to arrange for other companies during downturns”. This
may point toward fewer failures when you are acquired by a liquid PE-firm and this
supports the mentioned result by Wilson et al. (2011).
As another possible reason, Bernstein et al. suggest an argument, which was
originally proposed by Jensen (1989). Jensen proposed that “LBO’s do get into
financial trouble more frequently than public corporations do. But few LBO’s ever
enter formal bankruptcy. They are reorganized quickly (a few months is common),
often under new management, and at much lower costs than under a court-supervised
process”. That is, their ability to adjust quickly may enable them to manage a
recession in a better way than their peers. In addition, Bernstein et al. (2010) suggest
that “the high debt share in PE transactions forces them to respond earlier to negative
shocks in their business”. This might make PE companies more aware and hence
restructure with early signs of a slowdown in the economy. In a lecture from Yale
University, Stephen Schwarzman, the co-founder of Blackstone Group talked about
the future evolution of PE8. Concerning the impact of the credit crunch he said that it
of course did influence the availability of borrowing. However, he underlined that
this has happened before, and PE still remains because capital keep coming back – it
is just growing in step-functions and not in a linear way.
We take these arguments into consideration and will investigate whether Norwegian
PE-targets are able to outperform their peers in light of the recent/ongoing recession.
Norway has been less influenced by the “financial crisis” than the UK (see figure 10),
where researchers have found PE to outperform peers, due to more stable government
finances and lower unemployment rates and hence we expect to find the same results
as the mentioned study.
Further, it is not easy to define the “financial crisis”. As for Europe in general, and
the US, the crisis perhaps climaxed with the downfall of Lehman Brothers in
September 2008, but many regard the crises to have started as far back as in early
8 http://academicearth.org/lectures/stephen-schwarzman
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2007. We define the “financial crisis” in Norway to begin 1st of January 2008. The
year 2008 was chosen because of Norwegian GDP growth numbers falling to
0percent in 2008 and 1st of January specifically because we then easier can
implement the accounting data from the target companies (see figure 10).
Figure 10: GDP growth in Norway and in the UK, and the percentage change in OBX 2006-2011 (Source
OECD and Oslo Stock Exchange)
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7 DATA
7.1 Data gathering The data we needed to identify was firstly a list of all Norwegian PE buyout-firms,
secondly all PE-funds, thirdly all deals done by these funds with both entry dates and
exit dates, and finally get sufficient financial data from all the target companies in
order to form the selected performance measures. Furthermore, we needed to collect
comparable firms, and their financial data.
The last activity report made by Menon Business Economics for the Norwegian
Venture Capital Association (NVCA) provided us with a list of all the Norwegian PE
buyout-firms (exhibit 1). With this list in place, we entered the firms’ homepages in
order to identify their funds. This was the easy part. The hard part was to identify all
deals made by these funds. We started looking at the firms’ homepages, but shortly
we discovered that only a number of selected deals were listed and furthermore they
were often listed neither with entry dates nor exit dates. To supplement the deals we
found on the companies’ homepages we contacted Menon Business Economics
(Menon). They provided us with a list of transactions from 2003 until today. That is,
the list only includes entries from 2003 and until 2010. Consequently an investment
entered in for example 2001 is not included regardless whether or not the PE fund has
exited. Further, as long as the entry is done in 2003 or later, the deal is included in our
sample whether it has been exited any time before 2010 or not even exited yet. This
list also included entry and exit dates, and the financial data we needed to form our
performance measures.
In order to gather any missing financial data from the target companies we used Proff
Forvalt, which is a publicly available database. To make up the peer groups, we got
access to the database of CCGR (Center for Corporate Governance Research). One
peer group will be assigned to each target by using 5-digit industry codes and the
level of revenues for the year of the entry. This will be further explained in chapter 8
which cover our preparations and methodology.
7.2 Challenges We have met several challenges regarding our sample. Firstly, we had to limit our
thesis to only include buyouts, as we, in accordance with Menon, concluded that the
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data for venture capital deals would be limited and/or incomplete. As our research
questions are closely linked, we also chose to only look at strategy changes for
buyout firms in order to build on the results from the first question. Secondly, and as
mentioned, it was difficult to obtain the entry and exit dates for the deals. Thirdly, the
list provided by Menon lacked some financial data, which we needed to complete by
using other databases. In addition, we had to add deals we had found ourselves.
Furthermore, some of the companies in the deals had incomplete accounting data and
consequently we found them to be not reliable and excluded them from our sample.
Finally, the industry classification was changed in 2007, and hence we needed to
account for that when assigning the peer groups.
7.3 Sample
Figure 11: Sample distribution
The list provided to us by Menon and additional individual research resulted in a
sample size of 95 target companies (exhibit 2). When forming the sample we have
excluded 25 companies because of scarce accounting information or holding periods
of one year or less. Of the excluded companies, most has been exited during our
sample period and hence there will be discrepancy between our sample numbers and
the numbers from the buyout industry as a whole. We have illustrated the sample
distribution above. Since the companies we look at do not have entries before 2003, it
is natural that there are no exits in 2003 and 2004, as the holding period often is five
years or more. The number of exits peaks in 2005 while there are quite few exits
during the financial crisis, which is in accordance with the findings in the market
report presented in chapter 3. That is, there seem to be more add-ons than new
0
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Entry
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investments when the market is in a recession as PE-funds seem to focus more on
their existing portfolio rather than new acquisitions because it is harder to get
financing and that there are fewer attractive deals. To illustrate that the exit market is
recovering and that several investments are mature, the numbers of exits in 2011 is
included.
The fact that our sample has few exits during the crisis makes the investments even
more interesting to analyse. The reason is that the main scenario of the sample is
entries before the crisis, that is in the “booming” years, and that they are held
throughout the crisis. Consequently, we are able to get a picture of how the crisis has
affected these investments.
As for the sample for our strategy part, the list of buyout companies is, as mentioned,
found in exhibit 2. Marin Forvaltning is excluded as they were terminated in the
autumn of 2010.
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8 PREPARATION AND METHODOLOGY
This section is supposed to clarify how we prepared for doing the analysis and
describes the methodology we used in order to complete this thesis.
The thesis is split in two parts; one quantitative part concerning the performance of
the Norwegian PE-targets and one qualitative part that cover potential strategy
changes.
8.1 Quantitative part: Performance
We will calculate measures to capture the performance. Further, we will compare the
median values of these performance measures for the PE-backed companies with
their industry peers. We will have one pre-recession period (2003-07) and one
recession period (2008-11). Our research question for this part is as follows:
“Is the operational performance of the PE fund’s portfolio company significantly
better compared to its peers, relative to both pre- and recession period?”
In addition, we will look at an isolated performance of the target companies
throughout their holding period. This isolated view will allow us to look at the
changes in the performance measures from the entry and throughout the holding
period, regardless of recession or not. Consequently, this will add depth to our
analysis, as the median values only tell whether the measures are higher or lower, and
not if they have changed while the target is under PE-ownership, or during the
specific time-period.
8.1.1 Peer groups We got access to the database of the Centre for Corporate Governance Research
(CCRC), which has an agreement with BI Norwegian Business School, and hence we
used this database to form our peers. The peer groups are found by using 5-digit
industry codes and revenues for the year of the acquisition. In order to get isolated
performance results, we assigned one peer group to each of the target firms – hence
there will be 95 unique peer groups which will be compared to each target, one by
one. To answer our main research question where we compare median values of the
entire sample with their peers, the 95 unique peer groups will be merged into one big
peer group, and further separated into the two periods we want to get results from.
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8.1.2 Performance measures We will measure the performance of the PE-backed companies using financial
indicators reflecting growth, profitability, capital management and leverage. In
chapter 9 we will discuss in depth how we will measure the performance of the
targets and peers.
8.1.3 Statistical method To answer our research question in the quantitative part of the thesis, we have broken
down the question into four testable hypotheses, which will be discussed in chapter
10 “Hypotheses”. These hypotheses are supported by previous research and we have
designed the hypotheses based on economic theory and our own expectations.
The Wilcoxon signed-rank test statistic will be implemented in order to see if
potential changes are significant. This test statistic tests the null hypothesis that the
median difference is equal to zero. According to Barber and Lyon (1996), this may be
a particularly useful hypothesis to test when a researcher is concerned with making
inferences about the median firm in a particular sample.
8.2 Qualitative part: Strategy To answer the qualitative part of the thesis, we sent out a questioner (see exhibit 3) to
all the Norwegian PE buyout-firms (exhibit 1). This survey will hopefully help us in
answering the questions we are interested in. We want to find out whether the PE-
firms have had any change in the rationale for investing, if there are differences in the
attractiveness of industries and whether the attractiveness of Norway has changed. In
addition, we want to find out whether the PE-funds have changed their ways of
financing. That is, are they using equally amounts of debt to finance the deals when
there is a credit crunch? Furthermore, we will touch upon factors for value creation,
exit strategies and time horizons for the investments. Most questions in the survey are
asked twice, to uncover the situation before the crisis and during the crisis. Further,
we have given the PE-firms the opportunity to briefly explain potential differences.
Our research question for this part of the thesis is as follows:
“Are the strategies of the PE funds affected by the financial crisis?”
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9 PERFORMANCE MEASURES
How we are going to measure the performance of the PE-backed companies will be a
key issue in this thesis. It is important that these measures capture the value creation
that PE-firms are able to generate. Berg and Gottschalg (2003) differentiate the value
creation of PE-firms into two types of drivers; direct drivers and indirect drivers. The
difference between the two types of drivers is primarily that the direct drivers are
measurable, while the indirect drivers are harder to measure (Berg and Gottschalg
2003). Further, according to Andresen and Sandnes (2009), “the direct drivers have
in common that they all improve cash flow either through revenue expansion, cost-
cutting and margin-improvements, improved asset utilization or financial
engineering”. The measures we have chosen will serve as the direct drivers, while
we will capture indirect drivers of value creation in the survey part of the thesis.
We have limited the measures down to the ones we find most interesting based on
previous research, our own knowledge of the measures, and the ones that best capture
how a direct driver is defined. In addition, we have interviewed and consulted with
one of the leading PE investment companies in Norway, FSN Capital AS, and gained
valuable inputs on which measures that best describe the target companies’
performance.
9.1 Growth
As measures for growth we will look at the compounded annual growth rate (CAGR)
for sales and use linear approximation to capture the annual growth in EBITDA. The
CAGR shows how the investment would have grown, if it had grown in a steady rate.
This is commonly used to identify changes in growth levels of firms. By using the
sales CAGR, we are able to identify if the entry of a PE-firm has enabled the target
company to expand their revenues. The reasons for not using CAGR for EBITDA is
that we encounter situations were either the ending value or the beginning value is
negative, and hence it is not possible to raise it to any power. In addition, there is also
some mainstream wisdom saying that if the numbers are negative there is no CAGR -
it does not make sense. Hence, we use linear approximation to get a measure for the
annual growth. This is only a rough annualization, and it is not the “right one”, but it
will, however, allow us to compare our results with our peers and consequently form
a picture of the development in EBITDA.
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9.2 Profitability
As for profitability, we look at the EBITDA-margin, return on equity (ROE) and
return on assets (ROA). Grubb and Jonsson (2007) find the EBITDA-margin relevant
“as price and leverage are often quoted in terms of multiples of EBITDA”. Further, if
the targets have a large amount of fixed and/or intangible assets, the EBITDA-
measure is of a particular interest. The fixed assets and/or intangible assets lead to
heavy depreciation and/or amortization, but since these charges do not factor into
EBITDA it serves as a good way of comparing companies regardless of industry. In
addition, the capital structure often changes after a buyout and hence EBITDA is a
neutral profitability measure as it is unaffected by the capital structure.
ROE shows how the company is able to use the capital provided by shareholders to
generate profit. We are aware of the fact that income excluding extraordinary items is
supposed to give you a better picture of a firm's sustainable performance. However,
PE firms will most likely report ROE’s that include extraordinary items, so for
consistency concerning peer groups we define ROE as net income divided by
shareholder equity. ROA is commonly used as a profitability measure in previous
research, e.g. Barber and Lyon 1996. In their research they define ROA as net income
divided by the average of the opening balance and the closing balance of total assets.
As they experience no changes in conclusions by using end of period assets, we
define ROA as net income divided by end of period assets (Barber and Lyon 1996).
9.3 Capital management
The development in capital management is less intuitive than for growth or
profitability. However, capital management is often associated, or easier understood,
with turnover ratios or days ratios. E.g. a high ratio of days payable outstanding is
associated as an improvement as this indicate better credit terms for the company.
Furthermore, a company show higher efficiency if working capital is a smaller ratio
of sales.
To get a picture of the efficiency of the targets we will look at changes in net working
capital (NWC). NWC is defined as current assets less current liabilities. This is also
supported by Lundgren and Norberg (2006). Furthermore, we will look at NWC as
percentage of sales to partially control for divestitures and differences in growth
(Kaplan 1989).
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9.4 Leverage
As mentioned, the capital structure of the target usually changes after an acquisition
of a PE-fund. To capture this potential change, we have included the leverage ratio of
the companies. The leverage ratio will be defined as total debt divided by the total
capital of the company. This measure will also provide an understanding of potential
differences in ROE and ROA as they are affected by the amount of debt and equity
used in the company.
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10 HYPOTHESES
10.1 Hypothesis 1 (Higher growth)
Numerous studies have found PE-targets to successfully increase their sales and show
higher growth in sales compared to their peers. Strategic changes implemented by the
PE-firm are the main reason mentioned for the increased sales. In addition, the PE-
firms provide a lot of capital to the targets, frequently through add-ons, and this often
boost their revenues. Furthermore, PE-firms enable the target firm to internationalize
and implement the “right” market mix, and hence the target is able to reach out to a
broader market in a more efficient way than before.
In addition to an expected revenue expansion, growth in earnings before interests,
taxes, depreciation and amortization (EBITDA) is also anticipated to be positive for
PE-targets due to improved efficiency.
Hypothesis 1: Norwegian PE-backed companies experience higher growth compared
to their industry peers in both the pre-recession and the recession period.
10.2 Hypothesis 2 (Higher profitability)
In a buyout transaction, the majority of studies find that PE-firms generate value for
the target company by increasing operational effectiveness. The PE-firms obtain a
broad knowledge and expertise in the industries they operate, and by taking
advantage of this experience the target companies are often successful in
implementing cost reduction programs and enhance the efficiency of the company.
Hypothesis 2: Norwegian PE-backed companies experience higher profitability
compared to their industry peers in both the pre-recession and the recession period.
10.3 Hypothesis 3 (Improved capital management)
In addition to increase the above measures, improving (decreasing) working capital
for the target company is an important focus for the PE-firms. PE-firms, as opposed
to most companies, are believed to have the expertise to negotiate better terms for
their targets and hence improve the balance between the firm’s current assets and
current liabilities. By improving working capital, we mean a decline as this indicates
a higher level of efficiency.
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Hypothesis 3: Norwegian PE-backed companies experience improved net working
capital compared to their industry peers in both the pre- recession and the recession
period.
10.4 Hypothesis 4 (Higher leverage)
The leverage ratio often increases after a buyout. Increased debt levels reduce the free
cash flow, because cash has to be set aside to pay the higher interest payments that
follow the increased debt share. The reduction of the free cash flow will lower the
agency costs, since there is less cash to “waste”. This is recognized by the PE-firms
and they often target to increase debt to reduce agency cost. Further, PE-firms base
much of their investments on utilizing the leverage effect to boost return on
investments. However, higher leverage does not unconditionally improve
performance. A higher debt share may also lead to for instance debt overhang, which
may result in the company not being able to obtain further financing. Further, more
debt is found to increase the probability of financial distress, which again may lead to
bankruptcy. However, we expect the debt share to be higher for PE-targets compared
to non PE-backed firms.
Hypothesis 4: Norwegian PE-backed companies experience a higher leverage ratio
after the buyout compared to their peers in both the pre- recession and recession
period.
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11 RESULTS AND TESTING
This chapter will present our results regarding our hypotheses. For each result, the
potential differences are categorized as significant on a 10, 5 or 1 percent level. These
levels will make us able to determine whether performance of the target companies is
indeed better than their peers – both for the median differences and the isolated
performance part. All test results are found in exhibit 4.
11.1 Growth We want to examine whether the target companies show higher growth compared to
their peers in both the pre-recession period and in the recession period.
Figure 12: Industry adjusted growth
11.1.1 Pre-recession period As illustrated in figure 12, the target companies show higher growth in both sales and
EBITDA in the pre-recession period. The median target company increase their sales
by 43.28 percent annually and increase their EBITDA by 36.50 percent annually. The
growth numbers are very high in absolute terms for the targets and the main reason is
probably that PE-firms often focus on high growth companies. Further, the higher
growth could be a result of the PE companies expanding their targets through organic
or non-organic activity using their expertise and access to capital. In addition, the
high growth has to be seen in context with the general upswing in the economy. In
this period, the Oslo stock exchange index grew by an average of 34.24 percent. The
increase in the index is of course not the same thing as growth in sales, but it may
serve as a forecast of sales. That is, when the index increases people anticipate higher
sales in the future. Consequently, the average increase of 34.24 percent indicates
optimism in the market and that future growth is expected.
After subtracting the growth from the peer group, creating an industry adjusted
difference; the results show that the target companies experienced a 34.30 percent
higher annual sales growth rate and a 14.23 percent higher annual EBITDA growth
rate. However, only the higher growth in sales is statistically significant. These results
*** 1% level
** 5% level Peers Targets Difference Peers Targets Difference* 10% level (Targets - Peers) (Targets - Peers)
Sales Cagr 0,0898 0,4328 0,343 *** -0,0198 -0,0266 -0,0068
EBITDA Cagr 0,2227 0,365 0,1423 -0,0428 -0,0952 -0,0524
RECESSION PERIOD (08-10)
1 GROWTHPRE-RECESSION PERIOD (03-07)
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are in accordance with our hypothesis. Our results are in compliance with the results
found by Andresen and Sandnes (2009) when testing the growth of revenues and
EBITDA of 31 target companies in the Norwegian market in the period 1993 until
2007.
11.1.2 Recession period As the results from the pre-recession period supported our hypothesis, the results
from the recession period contradict our hypothesis. Figure 12 show that the target
group decreased their sales by 0.68 percent more than their peers. In addition,
EBITDA decreased with 5.24 percent more in the target firms than in their
comparable counterparties. Furthermore, the targets experience a large drop in both
sales and EBITDA from the pre-recession until the recession period. Hence this adds
value to the “risk story” as target firms perform worse in the recession compared to
comparable firms and their own performance in the pre-recession. None of these
results are, however, statistically significant. These results differ from results found in
the English market by Wilson et al. (2011) as they found that PE backed companies
have higher growth than their peers. Further, they found higher revenue growth in the
recession, while peers decreased their growth in the same period. For EBITDA, both
groups have decreasing growth. However, PE targets growth decreased less.
11.1.3 Isolated growth – Holding period By including the isolated performance, we want to capture the changes in the
measures throughout the PE-ownership and do not care about whether the holding
period is in the recession, before the recession, or extends to both periods.
Figure 13: Isolated holding growth
Figure 13 shows that the PE-firms are able to generate an annual growth in sales of
9.5 percent, which is 3.25 percent higher than their peers. This result is statistically
significant, and supported by Andresen and Sandnes (2009) and Gulliksen (2008)
who also find a positive industry adjusted CAGR from entry to exit. As for the
*** 1% level
** 5% level Peers Targets Difference* 10% level
Sales Cagr 0,0625 0,095 0,0325 *
EBITDA Cagr 0,0452 0,0325 -0,0127
1 GROWTHHOLDING PERIOD
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growth in EBITDA, the peers actually outperform the target companies by an annual
growth rate of 1.27 percent. This is, however, not statistically significant.
11.2 Profitability This section provides results whether the target companies show better profitability
compared to their peers.
Figure 14: Industry adjusted profitability
11.2.1 Pre-recession period As figure 14 shows, the peers show higher profitability in all measures in the pre-
recession period. They show 0.045 percent higher EBITDA-margin, 8.33 percent
higher ROA and 27.78 percent higher ROE. The difference in EBITDA-margin is not
statistically significant. However, these results by far contradict our hypothesis. The
results obtained in the pre-recession period are somewhat surprising since we
believed that higher risk should lead to higher returns when the general market is
growing. However, a possible explanation is that most of the buyouts is done in the
late pre-recession period giving little time to implement necessary changes – “it takes
2-3 years to organize the target in the right way, and in that process the margins
often decrease” (Frode Strand-Nielsen, FSN Capital, Finansavisen). Another reason
may be that the PE-firms have invested in high growth companies. They had high
investments in the pre-recession period, and when they should collect their profits,
the recession period “took the profit away”, and the exit market made sure they were
stuck with the investments.
11.2.2 Recession period The results from the recession period are the same as for the pre-recession period –
the peers show better profitability than the target companies. Now, the difference in
EBITDA-margin is also statistically significant. Interestingly, but not surprising, the
measures have decreased from the pre-recession period. The differences have
decreased, indicating that the peers have experienced larger absolute drops in their
*** 1% level
** 5% level Peers Targets Difference Peers Targets Difference* 10% level
EBITDA-Margin 0,0892 0,0847 -0,0045 0,0709 0,0631 -0,0078 **
ROE 0,3486 0,0708 -0,2778 *** 0,227 0,0326 -0,1944 ***
ROA 0,0966 0,0133 -0,0833 *** 0,0722 0,001 -0,0712 ***
2 PROFITABILITYPRE-RECESSION PERIOD (03-07) RECESSION PERIOD (08-10)
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margins compared to the targets – but in percent the drops in target companies are
higher than in the peer companies. Our results contradict the results of Wilson et al.
(2011). They found their targets to outperform their peers in terms of ROA and gross
margin, in both periods. Our findings are, however, in line with the higher risk we
suspect PE firms to take in order to meet the higher expected returns from investors.
11.2.3 Isolated profitability - Holding period This section allows us to see the changes in the margins from entry to exit (or 2010 if
not yet exited).
Figure 15: Isolated holding profitability
Figure 15 demonstrates that the target companies have suffered a significantly larger
decrease in EBITDA-margins throughout their holding periods. These results are
supported by Andresen and Sandnes (2009) who also find negative industry adjusted
changes for EBITDA-margins. Their results are, however, not statistically significant.
The reason for PE target companies underperforming significantly on EBITDA-
margin is not clear, but might be closely linked to the high growth in sales and targets
not being able to sustain margins.
11.3 Capital management As for capital management we expected that the target companies would improve
(decrease) their working capital compared to their peers. Figure 16 shows the results.
Figure 16: Industry adjusted capital management
11.3.1 Pre-recession period When looking at working capital in percentage of sales, figure 16 reveal that the
targets have 3.95 percent higher WC/Sales share. This share has to be discussed after
looking at the isolated results, as this result will reveal the changes in working capital.
*** 1% level
** 5% level Peers Targets Difference* 10% level
Change EBITDA-Margin 0,0013 -0,017 -0,0183 **
Change ROE -0,033 -0,0298 0,0032
Change ROA -0,0094 -0,0156 -0,0062
2 PROFITABILITYHOLDING PERIOD
*** 1% level
** 5% level Peers Targets Difference Peers Targets Difference* 10% level
WC/Sales 0,087 0,1265 0,0395 *** 0,0994 0,0726 -0,0268 ***
3 WORKING CAPITALPRE-RECESSION PERIOD (03-07) RECESSION PERIOD (08-10)
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11.3.2 Recession period The results from the recession period show a mirror image of the results in the pre-
recession period. That is, now the industry adjusted difference is negative meaning
that the WC/Sales share now is lower for the target group. A reason is that the targets
seem to be high growth companies. That is, their WC did not keep up with the high
sales. This is actually a good thing because it shows improved efficiency, which in
turn supports our hypothesis. If this is a consequence of the PE-firm needing time to
implement their expertise in this area, or a consequence of the crisis, may be
answered by looking at the isolated capital management.
11.3.3 Isolated capital management – Holding period
Figure 17: Isolated holding capital management
Most of the holdings start somewhere in the pre-recession period and last until (or
past) the recession period. Consequently, the results presented in figure 17 supports
the development in capital management from the pre-recession period to the recession
period. During the holding period of the PE-firms, their targets decrease (improve)
their working capital by 19.10 percent. This is a 32.39 percent larger decrease
compared to their peers. Further, their WC/Sales share decrease by 7.80 percent more
than comparable firms, showing that accounted for the higher growth in sales the
capital management still improves more. Both these results are statistically
significant, and support our view that PE-firms are able to improve the working
capital of their target firms. Similar results are also found by Andresen and Sandnes
(2009), but they do not obtain significant results.
11.4 Leverage
Figure 18: Industry adjusted leverage ratio
*** 1% level
** 5% level Peers Targets Difference* 10% level
Change WC 0,1329 -0,191 -0,3239 ***
Change WC/Sales 0,012 -0,066 -0,078 ***
3 WORKING CAPITALHOLDING PERIOD
*** 1% level
** 5% level Peers Targets Difference Peers Targets Difference* 10% level
Leverage ratio 0,7337 0,7136 -0,0201 *** 0,6862 0,7179 0,0317 ***
PRE-RECESSION PERIOD (03-07) RECESSION PERIOD (08-10)
4 LEVERAGE
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11.4.1 Pre-recession period We expect that PE-targets have a higher leverage ratio compared to their peers. The
results are illustrated in figure 18 and they partly support our expectations. That is, in
the pre-recession period the leverage ratio is actually lower for the targets. The
difference is small, only 2 percent, but it is statistically significant, and hence the
result does not support our hypothesis. Nevertheless, the result is supported by
Wilson et al. (2011) who find the leverage ratio for target companies to be lower in
the pre-recession period. They find the ratio to be lower in both periods, but with
even a further decrease in debt for the target firms.
11.4.2 Recession period As for the recession period, we find that targets employ a 3.17 percent higher debt
share compared to their peers. This difference is statistically significant all the way
down to the 1 percent level, and hence our hypothesis is supported. One reason might
be that PE backed companies are able to maintain and obtain bank financing in times
when debt markets are less accessible because large capital strong owners and more
collateral. Another reason may be that the peers are profitable and thus want to repay
some of their debt, or that they are in trouble and have to pay their debt back.
11.4.3 Isolated leverage ratio – Holding period In order to find out whether the target has changed their amount of debt relative to
total assets, we also looked at the change in leverage ratio throughout the holding
period. This is illustrated in figure 19.
Figure 19: Isolated holding leverage ratio
Our hypothesis is only partly correct, and the results are not statistically significant.
We find that peer companies decrease their debt share by 5.78 percent more than the
targets over the same holding periods. This is supported by Andresen and Sandnes
(2009) as they find the same results – the debt share is decreasing, but that the share
is decreasing at a lower rate than their peers.
*** 1% level
** 5% level Peers Targets Difference* 10% level
Change Leverage Ratio -0,0674 -0,0096 0,0578
4 LEVERAGEHOLDING PERIOD
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12 ROBUSTNESS TESTS
In order to check whether our results are robust, we performed several tests. The tests
are done to control for potential biases that might be present in the data. Firstly, we
lag the target companies’ equity in the ROE calculation. Secondly, we remove all
target companies in the oil sector, and look at the changes in the operating
performance of the non-oil related companies. Thirdly, we isolate the target firms
with the following criteria; they need to have a holding period of minimum five years,
and need to be held in a minimum of two years in both periods.
12.1 Lagged equity in ROE
The results found regarding ROE show evidence of a low ROE for the target
companies, compared to the peers. As the PE-firms often invest large amounts of
equity in their targets, we lagged their equity in order to get a better picture of how
this equity is able to generate returns for the company. Unfortunately, not all
companies have equity data for the year prior to the acquisition. Consequently, the
robustness test is done on 54 target companies. We compared their ROE with lagged
equity with their ROE when the equity is not lagged.
Whether or not the equity is lagged, we find almost identical ROE results. These
results are, however, not significant. Nevertheless, we use this as an indication that
the large amounts of equity invested does not, alone, lower ROE for the targets.
12.2 Removal of oil related companies
In our survey, 90 percent of the PE companies highlighted the oil industry as
attractive. In addition, about 20 percent of our sample is oil related companies. In
order to cope for this large concentration of one sector, we remove all oil extraction
and oil service companies to correct for any trend in the data. In our sample period,
2003-10, the oil price has been extremely volatile and this of course affects the targets
and peer companies in this industry. We exclude 19 companies that are oil related,
and are left with a dataset of 76 targets.
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Figure 20: Industry adjusted growth when oil related companies are excluded
The results in the pre-recession period indicate that the target companies have
experienced lower growth, when excluding oil related targets. The opposite is true in
the recession period, where the target companies enjoy a higher growth. The latter
results is, however, not significant. The results might be related to the oil price, which
increased from the fall of 2003 until the summer of 2008, before falling 70 percent till
the spring of 2009. Large investments have been done along with the increasing oil
price, leading to high growth until the price turned in 2008. In 2011 and early 2012,
the oil price is once again rising and the oil industry is “booming”, but this upswing is
not captured in our data material as our sample size ends in 2010. When looking at
profitability, capital management and debt levels the results are similar to the results
obtained before excluding oil related companies.
12.3 Five year holding period
To further test our results, we performed a robustness test where we only include
target companies which fulfill the mentioned two criteria. As we found weak
profitability for the targets, compared to their peers, in our results, we argued that the
PE-firms needed several years in order to implement changes that increased the
performance of their targets. Consequently, this test was performed.
Figure 21: Profitability when the firms are held in minimum 5 years
*** 1% level
** 5% level Peers Targets Difference Peers Targets Difference* 10% level
Sales Cagr (no oil) 0,0879 0,3938 0,3059 *** -0,019 -0,0197 -0,0007
EBITDA Cagr (no oil) 0,2308 0,2892 0,0584 -0,066 -0,0896 -0,0236
Sales Cagr 0,0898 0,4328 0,3430 *** -0,0198 -0,0266 -0,0068
EBITDA Cagr 0,2227 0,365 0,1423 -0,0428 -0,0952 -0,0524
1 GROWTHPRE-RECESSION PERIOD (03-07) RECESSION PERIOD (08-10)
*** 1% level
** 5% level Peers Targets Difference Peers Targets Difference* 10% level
EBITDA-Margin (5 year +) 0,0891 0,0847 -0,0044 * 0,0709 0,076 0,0051
ROE (5 year +) 0,3486 0,0981 -0,2505 *** 0,2269 0,0808 -0,1461 ***
ROA (5 year +) 0,0966 0,0226 -0,074 *** 0,0722 0,0176 -0,0546 ***
EBITDA-Margin 0,0892 0,0847 -0,0045 0,0709 0,0631 -0,0078 **
ROE 0,3486 0,0708 -0,2778 *** 0,227 0,0326 -0,1944 ***
ROA 0,0966 0,0133 -0,0833 *** 0,0722 0,001 -0,0712 ***
2 PROFITABILITYPRE-RECESSION PERIOD (03-07) RECESSION PERIOD (08-10)
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Our results indicate that the growth is lower both in pre-recession and in the recession
period for the target companies being backed for a minimum of five years. Only the
results from the pre-recession period are significant. When looking at profitability we
found that the modified group of targets performs better than our original sample.
However, they still underperform the peer companies when looking at ROE and ROA
in both periods. The modified group does outperform the peer group slightly when
looking at EBITDA margin during the recession, but the result is not significant.
Concerning capital management and debt the industry adjusted differences show the
same signs, negative, but they have improved slightly in terms of capital
management. Consequently, we may have to discard our original explanation for this
phenomenon, namely that they need time to implement necessary changes. However,
as they have minimum two years of holding in the recession, where margins are low,
this might outweigh their potential performance increasing actions.
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13 SURVEY
In this chapter we will present our findings from the survey we sent to all Norwegian
PE buyout companies. These results will enable us to build on the results found in the
performance part, giving a broader picture of the impact of the “financial crisis” on
the Norwegian PE industry. The surveys reveal potential changes in rationale for
investing, the attractiveness of industries, financing, underlying factors for value
creation and exits that are caused by the recession.
To rank the answers we used a Likert scale from 1-5 where 1 is most important.
Further, we ranked the answers into 3 categories, important 1-2, ambivalent 3 and not
important 4-5. In addition, some explanations given by the PE-firms are highlighted
in the results.
The average age of the companies is 10 years which supports what we have pointed
out earlier – that the PE-industry in Norway is quite new. In terms of capital under
administration, the total is found to be NOK 30.700 million. There is a huge
discrepancy in size of the PE firms, as the minimum capital is NOK 150 million and
the maximum is NOK 18.000 million. Further, the average capital under management
is about NOK 4.000 million.
Figure 22: Countries that Norwegian PE companies operate and invest in
The companies mainly operate and invest in Norway, but also in Sweden, Denmark
and outside Scandinavia.
53 %
16 %
21 %
10 %
Countries they operate in
Norway
Denmark
Sweden
Other
32 %
23 %
26 %
19 %
Countries they invest in
Norway
Denmark
Sweden
Other
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13.1 Rationale for investing
Figure 23: Norwegian PE companies rational for investing in target companies
The participants argue that they have made few new investments and rather shifted
their focus towards add-ons and developing their existing portfolio, due to uncertain
market conditions and more competition for the best targets. This is in line with the
relationship we illustrated in chapter 3. The quote below shows a typical answer from
the survey.
“We were not very active in making new acquisitions during the financial crisis. Low
access to debt capital needed to yield sufficient returns and limited companies
available for acquisition due to depressed performance”
One change that we do see, and that is mentioned in the feedback from the buyout
companies is that there is more focus on exit strategies in an early phase, even before
acquiring a company. Potential buyers are already found and evaluated when looking
at possible acquisition candidates. Further, there is a 10 percent change from
“ambivalent” to “important” on cash flow - this is less than what we anticipated. Our
expectation was that solid target companies with stable cash flows that allow for a
more secure repayment of debt would be more desirable under market uncertainty.
What the participants said was that instead of focusing on new targets with solid cash
flows or other attributes, that in theory would be desirable under recessions, they
chose to develop existing portfolio companies instead.
0 %10 %20 %30 %40 %50 %60 %70 %80 %90 %
100 %
Rationale for investment in target (before)
Important Ambivalent Not Important
0 %10 %20 %30 %40 %50 %60 %70 %80 %90 %
100 %
Rationale for investment in target (during)
Important Ambivalent Not Important
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13.2 The attractiveness of industries
The charts below clearly illustrates that the oil industry dominates in terms of
attractiveness both before and during the recession - 90 percent of the companies list
this industry as attractive.
Figure 24: Attractiveness of industries for Norwegian PE companies
Many of the companies only focus on this segment, which in turn is not very
surprising as their main focus of investing is in Norway. The shift towards oil has
become even stronger in 2011 and the start of 2012, as there has been high
investment activity in the oil industry. In 2011, oil and other energy investments
represented about 50 percent of initial buyout investments and over 50 percent of
follow up investments. The quote below shows a typical answer from the survey.
“Some industries prove more resilient than others”
In terms of the largest changes, Consumer Trade/Retail and IT&Telecom distinguish
themselves. Consumer Trade/Retail has become less attractive during the crisis,
which reflects the low consumption following the credit crunch. Retail is indeed very
cyclical so the shift was as expected. This point was also supported by some of the
parties in the survey. IT&Telecom experience a shift towards being more attractive,
indicating that the world is becoming more digitalized and the need for smart and
time-efficient solutions is becoming more important. As an illustration, Accel
Partners, an American venture capital company, finally convinced Mark Zuckerberg
to let them invest $12.7 million for a 15 percent stake in Facebook in April 2005;
today Accels 190 million B shares are worth a staggering $9.0 billion. The major
0 %10 %20 %30 %40 %50 %60 %70 %80 %90 %
100 %
Attractiveness of industries (before)
Attractive Ambivalent Not Attractive
0 %10 %20 %30 %40 %50 %60 %70 %80 %90 %
100 %
Attractiveness of industries (during)
Attractive Ambivalent Not Attractive
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established players in the industry, like Apple, IBM, Microsoft and Google, enjoy
high returns and have surpassed most of the industrial companies in terms of market
value. Apple even surpassed Exxon Mobile to become the world’s most valuable
company during late 2011 and early 2012. A reason for a low change in the other
industries might indicate that there has been a low investment activity in general, and
that many of the companies only choose add-ons to their existing portfolio rather than
investing in new projects.
13.3 Financing We wanted to examine how the financing of the deals had changed with the downturn
of the economy. Thus, we asked what type of financing is used in the two periods.
Equity and bank loans are as we suspected the preferred forms of funding, while
management is used to some extent. The quote below shows a typical answer from
the survey.
Figure 25: Types of financing used by Norwegian PE companies
“Limited availability of attractively priced debt financing led to a higher degree of
equity capital being deployed in the interim period. Previously deployed equity
capital is now being partly replaced by debt securities as the debt markets are once
again “open” at reasonable prices”
The major change in financing before and during the “financial crisis” is the use of
bank loans. The feedback from the questioner shows that it has been harder and more
expensive to obtain bank financing during the recession and hence the amount of
equity used in percent of total financing has increased. In addition, in the later stages
0 %
10 %
20 %
30 %
40 %
50 %
60 %
70 %
80 %
90 %
100 %
Type of financing (before)
Yes No
0 %
10 %
20 %
30 %
40 %
50 %
60 %
70 %
80 %
90 %
100 %
Type of financing (during)
Yes No
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of the economic downturn, bank financing has stayed scarce as the sector has been
focusing on the Basel III implementation and the capital reserves needed to meet the
regulations. In addition, most add-ons and further investments in existing portfolio
companies seem to have been made with equity. The quote below shows a typical
answer from the survey.
“Banks were much more cautious to lend during the financial crisis as visibility on
macroeconomic factors was highly uncertain. Uncertainty equals higher prices
(lending rates), less total debt and stricter covenants. Bank liquidity has also been an
issue, though not a major issue in Norway”
Several PE-firms mention that the difference in available debt financing before and
during the recession was much bigger in more established markets in Continental
Europe i.e. England. The participants also note that the difference in available
leverage changed more in for example England due to the better possibilities of
leverage (more debt products) before the recession. The quote below shows a typical
answer from the survey.
“The debt capital market in Norway was and is still far less sophisticated and pre-
financial crisis the available range of products would typically only include senior
financing - mostly one or two plain vanilla tranches secured through cash flow. As
such, with a limited debt offering available in the Norwegian market, you could never
get as high total leverage as you could in e.g. London”
Before the “financial crisis” 40 percent of the asked buyout firms used 4xEBITDA or
less as average size of debt financing. During the recession the amount increased
drastically to 90 percent of the companies using 4xEBITDA or less.
13.4 Underlying factors for value creation As oil was dominant both before and during the crisis, management of the target and
the PE-firm is dominant in both periods in regards to what is seen as the underlying
factors for value creation. The quote below shows a typical answer from the survey.
“In booming markets, one typically tends to sell off investments sooner often because
of strong interest in the market - in poor markets, the PE firm would focus more on
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developing the company to a certain stage and fulfillment of milestones before
initiating an exit process”
This is of importance for PE firms as they often apply active ownership and try to
align the organization to focus on a common set of performance objectives. They are
primarily majority owners in their target companies and are able to implement a
series of transformation initiatives that form the foundation for creating a shift in
performance. They often keep the internal management that is present and supply it
with external workforce especially in the fields of economy and marketing.
Furthermore, and as mentioned, the focus is shifted more towards the existing
portfolio rather than new investments. In poor markets, the firms emphasize more on
developing the target companies to a certain stage.
Figure 26: Underlying factors for value creation for Norwegian PE companies
As for changes, exit possibilities have become more important during the crisis
whereas possibilities for gearing have become less important. The quote below
shows a typical answer from the survey.
“More and more focus on identifying appropriate buyers when we look for an exit
before we even invest”
Since there is so little capital being pushed into the market when there is a credit
crunch, the PE-firms spend more time on discovering possible exit strategies during
the crisis than before. This is probably because it is harder to sell the portfolio
0 %10 %20 %30 %40 %50 %60 %70 %80 %90 %
100 %
Underlying factors for value creation (before)
Important Ambivalent Not Important
0 %
20 %
40 %
60 %
80 %
100 %
Underlying factors for value creation (during)
Important Ambivalent Not Important
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companies in severe financial crisis due to lack of funding, risk aversion and poorer
performance of companies (yielding low returns) – buyers are much more cautious
and the market is much more selective. This has led to PE managers LPs accepting a
longer time horizon before it is possible to liquidate the investment. The expected
return on investments has also been downgraded in numerous buyout funds. The
quote below shows a typical answer from the survey.
“Portfolio companies which were previously headed for an exit in the years when the
crisis hit have been devalued. Total returns on PE funds raised in the 2005 - 2007
period have been downgraded, as they simply will not be able to generate target
IRRs. Fund managers and limited partners are accepting this reality, and the ROI
needed to trigger an exit is generally lower than original target return.”
Arbitrage is no longer important in the survey, even if the results are weak; this is as
expected when exit markets are more difficult. As for the gearing possibilities, strict
capital markets do not allow for high gearing. This again points towards more value
creation than financial engineering.
13.5 Exit As expected, trade sales are the dominant exit strategy before the crisis and even
more dominant during the crisis.
Figure 27: Exit strategies used by Norwegian PE companies
This might indicate, and as pointed out by participants that if debt markets are easily
accessible, sale to other financial sponsors may be more likely and if debt markets are
“closed”, trade buyers may be in a more valuable position, as they may not need
0
2
4
6
8
10
Trade salesIPO/flotation
9
1
10
0
Exit strategies
Before the crisis
During the crisis
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external financing in order to finance the acquisition. The quote below shows a
typical answer from the survey.
“The IPO market has changed dramatically over the last four - five years”
Furthermore, the IPO market has suffered during the crisis; investors require larger
market capitalization and higher liquidity nowadays than previously. In addition,
investors are more critical to investment opportunities than when all arrows were
pointing upwards. With more critical investors we also see that exit factors in general
have become more important, with macroeconomic factors increasing the most.
Figure 28: Deciding factors for exit for Norwegian PE companies
The feedback is that PE companies put more weight on market conditions during the
crisis when choosing exit strategies. Downstate markets require exits to be more
revised in advance and targets do not get bought without having a clear strategy for
potential buyers or other exit options. In addition, the structure of the company is
more important due to uncertain market conditions. The value of the targets is not as
easy to extract, hence how the target company is structured will influence the exit
strategy and potential buyers, as investors are more specific.
13.6 Summary survey
The survey reveals that the PE-firms have made few new investments and rather
shifted their focus towards add-ons and developing their existing portfolio, due to
0 %10 %20 %30 %40 %50 %60 %70 %80 %90 %
100 %
Deciding factors for exit (before)
Important Not Important
0 %10 %20 %30 %40 %50 %60 %70 %80 %90 %
100 %
Deciding factors for exit (during)
Important Not Important
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uncertain market conditions, financing availability and few attractive targets during
the recession. As a result of this, the PE firms’ holding periods have expanded.
Considering attractive industries, the majority of the companies list oil as an attractive
industry both before and during the crisis. Consumer Trade/Retail and IT&Telecom,
however, have experienced large shifts in attractiveness as a consequence of the
crisis. Consumer Trade/Retail has become less attractive during the crisis, while the
opposite is true for IT&Telecom.
As for financing, the main result is that the PE-firms use less debt during the crisis
because it is harder and more expensive to obtain bank financing during the credit
crunch.
Management of the target is dominant in both periods with regards to what is seen as
the underlying factors for value creation. Further, and as mentioned, in poor markets
the firms emphasize more on developing the target companies to a certain stage,
rather than new acquires. In addition, exit possibilities have become more important
during the crisis. During the downturn, most PE-firms identify an exit even before
they invest as buyers are much more cautious and the market is more selective. As for
types of exits, trade sales dominate both periods.
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14 LIMITATIONS AND FURTHER RESEARCH
This study covers the recession in the Norwegian PE market. The limitations in our
study offer suggestions for further research.
Firstly, our data induce some limitations. As the Norwegian PE-market is quite new,
the number of observations in our pre-recession period is quite low compared to the
number of observations in the recession period. In addition, this fact leads us to not
having many targets with a holding period stretching through the entire pre-recession
period. Consequently, many of the observations that result in the pre-recession
median values are concentrated in 2005 to 2007. Furthermore, we do not account for
potential add-ons or divestitures and by that assume that the actions of the target
companies and peers in these strategies are the same. This is perhaps not likely in
reality, and hence some of our results could be biased.
Secondly, the assignment of peer groups has limitations. If our peers had been
through an ownership change, e.g. had an equity investment, they probably would
have been more comparable. Being acquired by a PE-firm is not what we mean by an
ownership change in this context, as this actually would make the peers a part of our
sample. In addition, a criticism and a possibility for further research is that we do not
look at peers with the same age as our target companies, and hence they might not be
in the same period of the firms’ lifecycle. Moreover, one could have assigned the
peers to the targets by using other, or more, criteria than industry codes and revenues.
Thirdly, we only look at the holding period of the PE-firms. We could have had a
better possibility to compare the changes we found during the holding, if we had pre-
or post-holding period changes as well. The holding period changes are, however,
only to add depth to the analysis as our research question is focused on the recession.
Finally, even though we do not consider it a limitation of our thesis, a suggestion for
further research is comparing the IRR of the PE-funds in a pre-recession period and a
recession period. If this data were available, even though that is not likely, this
analysis would be of high interest.
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15 CONCLUSION
Our results suggest that PE is not special. That is, they are not constantly
outperforming peers, and particularly not in periods with higher risk. Several
robustness tests are performed, and they did not change our conclusions.
This main conclusion is supported as the target companies are outperformed by their
peers in both periods on all financial indicators regarding profitability. In addition, we
found evidence of a negative change in target profitability throughout the holding
period. We do find, however, that PE is able to generate higher growth and improve
efficiency for their targets. These results are as anticipated as PE-firms repeatedly
target high growth companies and that they possess the necessary expertise to
negotiate better terms for their targets.
Further, a remarkable result is that the targets’ leverage ratios, compared to peers, is
lower in the pre-recession and consequently challenge the view that buyouts are
heavily leveraged.
The main findings from the survey is that the PE-firms use less debt because of
availability, and that they use more time on discovering exit possibilities because of a
challenging exit market due to the financial crisis. As a consequence of these features,
the PE firms use more time on their existing portfolio, and accordingly expand their
holding period.
Our findings challenge the results presented by Saga (2011), which is the only paper
previously published on the Norwegian PE-industry that takes the financial crisis into
account, as they provided evidence that their portfolio companies show superior
profitability and that they are more leveraged compared to their listed reference
companies. Consequently, our paper contributes to existing literature and adds further
understanding to the Norwegian PE market.
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verdiskaping i et grenseløst næringsliv. Vol. 1: Universitetsforlaget. Gulliksen, Arne-Vetle P. H. , Kenneth Audestad Wara and OIe Falk Hansen. 2008.
THE OPERATING PERFORMANCE OF SCANDINAVIAN PRIVATE
EQUITY COMPANIES, Financial Economics, NHH, Bergen. Harris, Robert, Tim Jenkinson and Steven Kaplan. 2012. "Private Equity
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17 EXHIBITS
Exhibit 1 – All Norwegian funds per mars 2011
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Exhibit 2 – Analysed PE-companies
ANALYSED PE-TARGETS
07 Gruppen AS Estrella Maarud Holding AS Plugging Specialist International ASA
Aarbakke Group AS European Beds ProBio ASA
Abletec Exie AS projectiondesign
add energy AS eZ Systems QuestBack
Agito Nordic AS Folla Tech AS Read
Aibel Gothia Financial Group AS RenoNorden AS
Alliero Holding AS Grenland Group ASA Resman AS
APL ASA Handicare Revus Energy ASA
Apply AS Hatteland Display Ross offshore AS
ArtLink Norway AS Helly Hansen Scan Geophysical ASA
Axcellia Pharmaceuticals AS Hitec Products Drilling Scandinavian Electric Systems
Banqsoft Industriverktøy AS Sense EDM AS
Basefarm AS Infocare AS SmartMotor AS
BecoTek Holding AS Intelecom Software Innovation ASA
Beerenberg Holding AS Malthus AS Solkraft Mounting Systems AS
Bluecom Master Marine ASA Spring Energy
Blueway AS Metronor AS SPT Group AS
BNS Consent AS MicroMatic Norge AS Stream Invest AS
Brubakken Music Retail Holding Subsea Technology Group AS
c360 grader Holding AS Nevion Europe AS Teamtec Invest AS
Cardinal Foods Bryn AS Nille AS Technor Holding AS
Collett Pharma Noral Teck Skotselv AS
Constructor Group AS Noratel Teres Medical Group AS
Curato AS Nordic Paper Tilbords
Datarespons ASA Nordic Vision Clinics AS TusenFryd AS
DOF Subsea Norlandia Omsorg AS Unitech Ship Service AS
Drilltronics Rig AS Norman Vector International AS
Edvantage Group AS Norse Cutting & Abandonment AS VIA Travel Group ASA
EFG Hov + Dokka AS Norstat ASA Viju AS (Tidligere Infoteknikk)
Ellipse Klinikken AS Norwegian Energy Company ASA Vizrt Norway Holding AS
Epax Online Services Wema Group
Espira Gruppen AS Panorama Gruppen AS
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Exhibit 3 - Survey
The Norwegian Private Equity Market As mentioned, we want to see how the financial crisis has influenced the Norwegian private equity market. “Before” the financial crisis is one period and “during” the financial crisis is the other period. Before the financial crisis is defined to end January 1 2008, while during the financial crisis covers the period from January 1 2008 till today. Consequently, most of the questions are repeated twice so that both periods are covered. This fact makes the survey look large and time consuming, which it is really not because most of the questions are just for you to tick off. As for the questions where you should explain potential differences, we only expect very brief answers. Again, thank you for your time.
1) Which private equity fund do you represent?
2) Which countries do you operate in (tick one or more) Norway Denmark Sweden Other
3) Which countries do you invest in (tick one or more) Norway Denmark Sweden Other
4) Investment categories Buyout Venture Both
5) If venture, which category? Seed Start-up Expansion All
6) Age of private equity company (in years)? 5 or less 5-10 10-15 15 or more
7) Capital under administration (in mill. NOK)?
8) Capital allocated to buyout (%)
9) Capital allocated to venture (%)
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10) Rationale for private equity investments in target companies (before
the financial crisis)? Rank the possible explanations for picking and
investing in target companies from 1 to 5, where 1 is best:
1 2 3 4 5
Stage of business Country/Region Cash Flow Industry Market leader Growth potential Size (value) Ownership situation Exit strategy Management Other
11) Rationale for private equity investments in target companies (during
the financial crisis)? Rank the possible explanations for picking and
investing in target companies from 1 to 5, where 1 is best:
1 2 3 4 5
Stage of business Country/Region Cash Flow Industry Market leader Growth potential Size (value) Ownership situation Exit strategy Management Other
12) If the rationale is different, why?
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13) Which industries you find most attractive to invest in for Norway
(before the financial crisis)? Rank the possible explanations for picking and
investing in target companies from 1 to 5, where 1 is best:
1 2 3 4 5
Oil service Health care Consumer Trade/retail service IT & Telecom Energy Clean Tech Life science Generalist Other
14) Which industries you find most attractive to invest in for Norway
(during the financial crisis)? Rank the possible explanations for picking
and investing in target companies from 1 to 5, where 1 is best:
1 2 3 4 5
Oil service Health care Consumer Trade/retail service IT & Telecom Energy Clean Tech Life science Generalist Other
15) If the attractiveness is different, why?
16) Have you invested relatively more/less in Norway after the financial
crisis? More Less No change
17) If different, why?
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18) What type of financing is used in the acquisitions (before the financial
crisis)? Bank loans High yield bonds Equity Mezzanine Bridge loan Management External owners Other
19) What type of financing is used in the acquisitions (during the financial
crisis)? Bank loans High yield bonds Equity Mezzanine Bridge loan Management External owners Other
20) If the financing is different, why?
21) Average size of leverage used in financing the investments, as a multiple
of EBITDA (Total debt/EBITDA) (before the financial crisis) 4 x EBITDA or less 4-5 x EBITDA 5-6 x EBITDA 6-7 x EBITDA 7-8 x EBITDA 8-9 x EBITDA 9-10 x EBITDA 10 x EBITDA and above
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22) Average size of leverage used in financing the investments, as a multiple
of EBITDA (during the financial crisis) 4 x EBITDA or less 4-5 x EBITDA 5-6 x EBITDA 6-7 x EBITDA 7-8 x EBITDA 8-9 x EBITDA 9-10 x EBITDA 10 x EBITDA and above
23) If the average size of leverage is different, why?
24) How the fund expects the financial performance of the target to develop
after exit compared to the industry? Above industry average Equal to industry average Below industry average
25) How the fund expects the financial performance of the target to develop
after exit compared to under the ownership? Above industry average Equal to industry average Below industry average
26) Underlying factors for value creation in the target company (before the
financial crisis)?
1 2 3 4 5
Management of target Management of private equity fund Arbitrage Exit possibilities Posibilities for gearing/leverage Operational improvements Expansion opportunities Networks Other
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27) Underlying factors for value creation in the target company (during the
financial crisis)?
1 2 3 4 5
Management of target Management of private equity fund Arbitrage Exit possibilities Posibilities for gearing/leverage Operational improvements Expansion opportunities Networks Other
28) If the underlying factors are different, why?
29) Most used exit strategy (before the financial crisis)? IPO/flotation Trade sales Repurchase by management or company Other
30) Most used exit strategy (during the financial crisis)? IPO/flotation
Trade sales
Repurchase by management or company
Other
31) If the exit strategies are different, why?
32) What factors decide which exit strategy to use (before the financial
crisis)? Macroeconomical factors such as stage of economic cycle, etc. Development of industry Structure of company Other
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33) What factors decide which exit strategy to use (during the financial
crisis)? Macroeconomical factors such as stage of economic cycle, etc. Development of industry Structure of company Other
34) If the factors are different, why?
35) What influences the time of exit (before the financial crisis)? Realization of fund Potential realized from the target Decided before investment Approached by buyers Other
36) What influences the time of exit (during the financial crisis)? Realization of fund Potential realized from the target Decided before investment Approached by buyers Other
37) If the exit strategies are different, why?
38) What is your time horizon for your investments (in years)(before the
financial crisis)?
39) What is your time horizon for your investments (in years)(during the
financial crisis)?
40) If the time horizon is different, why?
© Copyright www.questback.com. All Rights Reserved.
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Exhibit 4 – Results testing 1 PRE RECCESION PERIOD – MEDIAN LEVELS
SALES CAGR
EBITDA-CAGR
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EBITDA-MARGIN
LEVERAGE RATIO
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WC/SALES
ROE
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ROA
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2 RECESSION PERIOD – MEDIAN LEVELS
SALES CAGR
EBITDA CAGR
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EBITDA-MARGIN
LEVERAGE RATIO
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WC|SALES
ROE
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ROA
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3 HOLDING PERIOD
SALES CAGR
EBITDA CAGR
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CHANGE EBITDA MARGIN
CHANGE LEVERAGE RATIO
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CHANGE WC|SALES
CHANGE WC
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CHANGE ROE
CHANGE ROA
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4 ROBUSTNESS TESTING
4.1 LAGGED EQUITY IN ROE CALCULATION
4.1.1 LAGGED ROE PRE-RECESSION
4.1.2 LAGGED ROE RECESSION
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4.2 REMOVAL OF OIL-RELATED COMPANIES
4.2.1 PRE RECESSION PERIOD (WITHOUT OIL)
SALES CAGR
EBITDA CAGR
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EBITDA-MARGIN
LEVERAGE RATIO
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WC/SALES
ROE
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ROA
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4.2.2 RECESSION PERIOD (WITHOUT OIL)
SALES CAGR
EBITDA CAGR
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EBITDA-MARGIN
LEVERAGE RATIO
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WC/SALES
ROE
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ROA
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4.3 HOLDING 4 YEAR + AND IN BOTH PERIODS
4.3.1 HOLDING PERIOD
SALES CAGR
EBITDA CAGR
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CHANGE EBITDA-MARGIN
CHANGE LEVERAGE RATIO
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CHANGE WC
CHANGE WC/SALES
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CHANGE ROE
CHANGE ROA
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4.3.2 MEDIAN LEVELS – PRE RECESSION
SALES CAGR
EBITDA CAGR
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EBITDA-MARGIN
LEVERAGE RATIO
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WC/SALES
ROE
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ROA
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4.3.3 MEDIAN LEVELS – RECESSION
SALES CAGR
EBITDA CAGR
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EBITDA-MARGIN
LEVERAGE RATIO
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WC/SALES
ROE
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ROA
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Exhibit 5 – Preliminary Thesis Report
Fredrik Falkendal Nilsen 0858253
Kenny Strandberg 0817741
Supervisor: Bogdan Stacescu
Study Programme: Business and Economics
Major: Finance
GRA 1902
Preliminary Thesis Report - BI Norwegian Business
School
- HOW THE FINANCIAL CRISIS HAS
INFLUENCED THE STRATEGIES OF
NORWEGIAN PE-FUNDS AND THE
PERFORMANCE OF NORWEGIAN
TARGET COMPANIES –
BI OSLO
Date of submission:
16.01.2012
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Table of contents
1 Background and motivation 3
2 The Topic (and methodology) 5
3 Private Equity 7
3.1 What is Private Equity 7
3.2 Why Private Equity 7
3.3 Types of Private Equity 7
3.4 The Investment Process 8
3.5 The Private Equity Organization 9
4 Theory 11
4.1 Agency Theory 11
4.1.1 The Incentive realignment hypothesis 11
4.1.2 The control hypothesis 11
4.1.3 The free cash flow hypothesis 11
4.2 Leverage 12
4.3 Wealth transfer hypothesis 12
4.4 Parenting advantage 12
5 Previous research 13
5.1 “Competitive advantage 14
6 The PE Market 15
6.1 The Nerdic Market 16
6.2 The Norwegian Market 16
7 Performance Measures 18
7.1 Growth 18
7.2 Cash flow variables 18
7.3 Leverage 18
8 References 20
Exhibit 2 All Norwegian funds per mars 2010 22
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1 Background and motivation for the topic
Private Equity (PE) has experienced an explosive growth in recent years and
influence today much of the international economy. Despite the growth, PE does not
get a lot of attention, and there seem to be few who have knowledge of it – especially
in Norway, including us. However, we find the topic interesting and after reading
related articles and other theses we decided that PE performance should be our main
focus for our thesis.
There are not many studies concerning the Norwegian market for PE transactions – it
has not had a significant academic focus. In Norway, PE is not a common and
exposed asset class, but it seems like it is increasing in popularity. That is, there is an
increasing focus on this type of investment. In addition, there is actually an attractive
private equity environment in the Norway. “Venture Capital and Private Equity in
Norway recorded its highest level of fundraising ever, overshooting the record year
of 2006 by EUR 350 million. This is a clear signal of investors’ trust in the industry’s
ability to create real values through active long-term ownership in companies,
looking beyond and seeing the opportunities in the financial crisis” (NVCA yearbook
2009).
PE is important as an asset class throughout Europe and in the US. PE-backed
companies, as we will mention, has had great success in outperforming peers and
relevant stock market indices. This success also made us interested in the topic, and
we wanted to find out whether the same was true for the Norwegian market, and how
the Norwegian market performed compared to other PE markets.
Even though we will not go deep into the reasons for the PE-backed companies’
success, we find these reasons interesting. Markets are maybe not of the strong form
that Professor Eugene Fama emphasizes, but they seem reasonable efficient. Hence, it
should not be easy for PE managers to find mispriced firms. Furthermore, there are
many other PE companies and other investors, both private and public, wanting the
same targets, and hence there is actually a higher probability that PE actually overpay
for the assets of their target company, than that they underpay. That is, PE does not
perform better than the market because of mispricing. There are other reasons.
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Richard Lambert, Director-General the Confederation of British Industry (CBI) said
that, and we quote, “the spectacular returns generated by some private equity houses
over the past half dozen years have been derived from three sources. High leverage,
rising asset prices, and a business model that cuts out the agency problem inherent in
listed companies, by aligning exactly the interests of owners and managers”(White
Space Insight). However, he added that the credit crunch and global economic
slowdown had brought those days to an end, temporarily at least
(http://www.dofonline.co.uk/content/view/1693/116/).
When you have high leverage and/or depend on rising asset prices you are exposed to
business cycles. Phalippou and Zollo (2005) actually document that fund performance
co-varies with both business cycles and stock-market cycles. They find that to be an
unattractive property. Given that they correlate with business cycles, PE houses
perhaps real – and often overlooked – source of success is the governance model they
apply to the companies they own. That is, they manage the principal agency problem
(align the interests of owners and managers) in a way that public companies cannot
do. This is an advantage that public companies find hard to emulate (Kehoe, Conor et
al. 2005), and that may be the reason why they manage to outperform relevant stock
market indices and their peers.
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2 The Topic (and methodology)
The topic for this master thesis will be the performance of Norwegian PE-backed
firms. Further, we will investigate whether the financial crisis has had an impact on
the performance and strategy of PE-backed firms. We will compare the performance
in a period before the financial crisis with a period defined as the financial crisis. Our
goal is to find out if the performance has changed compared to industry peers, and
also if the strategy of the PE-backed firms has changed. There are not many studies
that take this into account and this will serve as our greatest motivation in this thesis.
To answer the strategy part of the thesis, we will send out a questioner (see exhibit 1)
to all the Norwegian funds (exhibit 2). This survey will hopefully help us in
answering the questions we are interested in. For example, has the crisis made the
PE-firms change their strategies? Are they buying smaller firms? Are they buying
less complex firms? Do they have a shorter holding period? Are they using less/more
debt? These are a few of the questions we are interested in investigating with this
master thesis. Furthermore, we think that we can uncover some strategic changes by
looking at the different deals. We will find the deals through Argentum, or through
the different fund’s homepages. To get sufficient information on the firms involved in
the deals, Zephyr, Amadeus, Proff Forvalt, and other databases will be used.
The master thesis will cover the Norwegian market and not the entire Scandinavian
market as numerous earlier studies have has done. Data availability and the lack of
similar work is an important factor for limiting the thesis to only include the
Norwegian market. We will focus on both the buyout and venture capital categories
in this thesis, and separate the findings of the two types of private equity investments.
Venture capital will include seed, start-up and expansion, but seed and start-up will
serve as one classification of venture capital and expansion will serve as another. The
reason is the difference in growth trends, targets and priorities because they are at
different stages in their life cycle.
Further, how to define the mentioned peers will also induce some questions. There
are natural peers found in the same industry as the companies bought by PE-firms,
but they have probably not had an ownership change. It would have been interesting
to compare the performance with peers that also has had an ownership change, but in
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order to get a sufficient peer group (considering that we have limited the thesis to
only include the Norwegian market) we do not introduce that constraint. Hence, we
will assign one specific peer group to each of the target firms we choose to look at.
Industry codes will be used to make up the peer groups.
Another important question we have asked ourselves is whether to look at the pre-
holding period, the holding period, the post-holding period, or all of them. We choose
to look at all the periods. The pre-holding period will be defined as the three years
before the buyout, and it is included to see whether the firm’s performance deviate
from its peers before the buyout. In addition, Barber and Lyon (1996) claimed that if
a company had a high operating performance before a buyout, mean reversion could
make their performance in the next period seem artificially low. Of course, the
holding period has to be investigated because that is our main goal of the thesis. In
addition, we find also the post-holding period to be interesting. We want to look at
the post-holding period, to see whether performance is unchanged after the PE-exit.
What happens to the performance of companies after the PE-firm exit? Has the
ownership change resulted in sustainable growth or is the improved performance only
motivated by the PE-entry? The post-holding period will also be three years (after the
exit). Given that the financial crisis is not really over yet, or at least it is hard to say, a
post-holding period for the exits during the crisis will be harder to define and
investigate. That is, concerning the post-holding period, this will be most interesting
for the investments before the financial crisis.
Consequently, our model will look something like this:
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3 Private Equity
3.1 What is Private Equity?
Private equity is a source of investment capital from individuals and institutions for
the purpose of investing and acquiring equity ownership in nonpublic companies at
different development stages. Partners at private equity firms raise and manage funds
with the goal of achieving highest possible returns for their shareholders within the
risk profile of the fund. The investments horizon is usually medium to long term
(usually between 8-12 years) (NVCA.no).
Another important aspect of private equity funds is that they engage in “active
ownership". This includes representation in the companies’ boards, counseling (both
outside consultancy and own expertise) and close monitoring of the company's
management, as well as supervising the operations and development of the acquired
companies.
3.2 Why Private equity?
For companies wanting to raise equity the total capital market consists of the private
and public market. If a private company wants to go public an initial public offering
(IPO) is made which enables the company to list on a stock exchange and raise
capital in exchange for equity ownership to the investors. Further if a public company
wants to acquire additional capital, more shares can be issued and sold in the stock
market. The public market is liquid and well organized, but it is expensive to do an
IPO and the costs of getting and staying listed is significant. Due to regulations, the
standards and costs of reporting are high. Hence these markets are unreachable for
most small and medium size companies, which accounts for the vast majority of all
businesses in the economy (Spilling et al. 1998). These companies also have the wish
and intent to grow and expand, and thus need capital to fulfill their ambitions. Here is
where private equity finds its place in the capital market. In addition, private equity
consists of buyouts of public companies, where the goal is to take the company
private, restructure, and capitalize on the value creation potential of the company.
3.3 Types of private equity
The term “private equity” is in Europe used as a collective term for both buyout- and
venture capital investments, while in the United States venture capital is referred to as
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investments in seed, start up and expanding companies.
Figure 1: The separation between buyouts and venture capital, and their different
subcategories
The buyout part of private equity investments is commonly divided into leveraged
buyouts (LBOs) and management buyouts (MBOs). LBOs is defined as “acquisitions
of public companies by private investors who finance a large fraction of the purchase
price with debt” (Brealey and Myers 2003). MBOs have many of the same
characteristics as other types of buyouts with the main difference being that the
management acquires the firm. In the venture phase the investments come as a result
of need of capital to develop and expand, while buyouts usually are of companies
with solid cash flows that can manage the amount of debt raised to buy the target
company. This lowers the risk compared to venture capital investments, but as the
investments are much larger and the amount of debt is huge, thus failure can have
catastrophically consequences for the PE companies. As mention, we further in this
paper only focus on the both the venture and buyout stage when evaluating
performance.
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3.4 The investment process
The fund manager usually manages several funds, and before a new fund is initiated,
issues, such as fund size, investment strategy, industry focus and geography is
decided9.
After the framework for the fund is set, the fundraising period starts and usually lasts
from 6 to 12 months, depending on the interest from investors10. When the
fundraising period is complete, the general partners (GPs) screen potential target
companies. When a candidate is found, the PE management approaches the company
either directly or through an intermediate part. The next step is to do a due diligence
to map out the target (legal, tax, technical and financial issues) and industry. After the
research is done, but before the final contract is signed, the negotiation starts and a
deal is lined up containing specific terms and conditions such as covenants and
warrants, containing the purchase price, management agreements, etc. After the deal
is signed the GPs restructure the company to extract its value potential while closely
monitoring both operations and financial performance. As the investment period
comes to an end, the PE fund exits either through an IPO, industrial sales,
management buybacks or other disinvestment strategies11.
3.5 The private equity organization
PE funds are organized differently from other types of investment funds. The funds
are usually divided into limited partners (LP) and general partners (GP). The majority
of capital raised from the LPs is from institutional investors such as banks, pension
funds, insurance companies, mutual funds etc., while private investors usually
represents a minority stake. The LPs have no direct impact on how the fund is
managed but the investments are made on strict guidelines about risk, time to
maturity, etc. that gives the investors indirect control of the way the fund is run
(Grünfeld and Jakobsen 2007). GP is the management company that is responsible for
the daily activity of the funds and the investments made by the LPs. The GPs get paid
9 http://www.argentum.no/Main-categories/Nordic-PE/Fundraising2/
10 http://www.evca.eu/uploadedFiles/Home/Toolbox/Introduction_Tutorial/EVCA_PEVCguide.pdf
(p9)
11 http://www.nvca.no/userfiles/NVCA_rbok_2010_web.pdf
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from yearly management fees and success fees depending on the performance of the
fund or investment.
Further as shown in the PE organization structure presented by EVCA, there can be
outside advisors such as consultancy companies, industry experts, etc. in the
investment process12.
12http://www.evca.eu/uploadedFiles/Home/Toolbox/Introduction_Tutorial/EVCA_PEVCguide.pdf(p.9
)
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4 Theory
4.1 Agency Theory
The agency problem arises because of conflicting interests of shareholders and
management. That is, shareholders want to maximize share price and dividend yields,
while managers want to maximize personal returns, for example meet quarterly or
annual report deadlines in order to secure bonuses (White space insight).
Shareholders want the highest payout possible, but this payout limits manager’s
flexibility and power, and induce a need for monitoring of capital markets to gather
alternative capital (Easterbrook, 1984). If capital is withheld internally, this
monitoring is not necessary.
Lundgren and Nordberg (2006) argue that it is “essentially three different sources of
value creation in leveraged buyout transactions emanate from the basics of agency
theory and reduction of agency costs, (i) the incentives realignment hypothesis, (ii)
the control hypothesis and (iii) the free cash flow hypothesis”.
4.1.1 The incentives realignment hypothesis
The mentioned conflicting incentives of shareholders and managers can be aligned
through buyouts. For example, a management buyout results in management getting
equity share in the company and consequently get similar incentives as the
shareholders – increase share price. In order to that, managers need to maximize firm
value, and not necessarily accomplish personal goals. When managers having an
incentive to maximize performance, they have the incentives to work harder and be
more careful when choosing investment opportunities. That is, on can only maximize
value by investing in positive NPV projects. However, this need for choosing only
positive NPV project might lead to managers becoming to risk averse.
4.1.2 The control hypothesis
This is particularly relevant when a company is turning private. When companies are
public, they often have a dispersed ownership. When turning private, the second
market for selling shares is gone and they are more or less “stuck” with their shares.
This gives incentives to improve monitoring.
4.1.3 The free cash flow hypothesis
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There are both advantages and disadvantages of having debt. A high leverage ratio
leads to high interest payments. Consequently, one needs to allocate money to pay
these interests. This is a disadvantage in the sense that you reduce manager flexibility,
and it may lead to a short-term orientation. In addition, the high interest payments
increase the probability of default because you are more exposed to unfortunate
economic cycles. On the other hand, it can serve as an advantage; given that a lot of
the cash flows have to be set aside for interest expenses, it leaves less room for
insufficient use of the remaining capital. That is, debt reduces the agency costs of free
cash flow by reducing the cash flow available for spending at the discretion of
managers (Jensen 1986).
4.2 Leverage
The Miller-Modigliani theorem argues that under certain conditions, firm value will
not be affected by the capital structure. If there exists a well-functioned market (and
neutral taxes) and rational investors, firm value will only depend on the income
stream generated by its assets (Modigliani 1980). However, these conditions are
questionable in real life, and one expects increased leverage to give tax benefits. With
an increased debt to equity ratio, this will lower the tax payments and hence lead to a
higher firm value (up to a given level).
4.3 Wealth transfer hypothesis
Eberhart and Siddique (2002) discuss the wealth transfer hypothesis and claim that
reducing leverage will reduce the probability of financial distress. Hence, there is a
transfer of wealth from stockholders to shareholders. Further, increased leverage will
increase the probability of financial distress, as the wealth transfer then goes in the
opposite direction. With their assumptions and a constant capital structure, the wealth
transfer hypothesis predicts that a change in leverage should be positively correlated
to future stock returns. In a study done by Bradshaw et al. (2006) they found the
opposite; that changes in leverage are negatively related to future stock returns
(contradictory to the wealth transfer hypothesis).
4.4 Parenting advantage
According to Alexander, Campbell and Goold, the parent “must help its businesses
address opportunities to improve their performance that they would fail to realize by
themselves”. Hence, a private equity sponsor may create value because of their
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expertise and other benefits they have to offer. As mentioned, the governance model
they apply is a feature that public firms are struggling to copy. In addition, they
employ a time horizon that is long enough to implement drastic changes, but at the
same time short enough for them to have the motivation to complete all the changes.
5 Previous Research
As for previous theses, there are a few that look at the buyout segment. However,
most of these are looking at the Swedish buyout market. In a thesis written by
Lundgren and Norberg (2006), they looked at the operating performance of 67
Swedish leveraged buyouts between 1988 and 2003. Contrary to most other results,
they found no significant industry adjusted improvements in operating performance
in the first three years after the buyout. In the pre and post exit period, they did not
find any clear pattern, which indicates that performance was in line with the industry
peers. Another thesis, written by Grubb and Jonsson (2007), found that buyouts have
a significant positive impact on the companies’ operating performance. Hence, there
are different results concerning this topic. In addition, there have been written a thesis
at NHH about PE performance in Scandinavia, which concluded that PE backed
companies outperform their peers.
Concerning articles or other studies, a similar study to our intended study is the
Grünfeld and Jakobsen (2006) study where they compared value creation for
Norwegian PE-backed companies with other companies not PE-backed. In addition,
there are many studies looking at the performance of PE in other parts of the world,
especially in the UK and in the US. The Centre for Management Buy-out Research
(CMBOR) and the Credit Management Research Centre (CMRC) produced a report
that tracked the performance of a large sample of private equity-backed buyouts
between 1995 and 2010 and compares this to a sample of other private companies and
stock exchange listed companies. The report concluded that PE backed companies
show a stronger economic performance compared to private and listed peers (even
when there is a recession) (Wilson, Nick Et al. 2011).
McKinsey research shows that the top 25 percent of PE funds outperform the relevant
stock market indices. Moreover, they do so by a considerable margin – and
persistently (Kehoe, Conor et al. 2005). Other studies, like the portfolio company
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study conducted by SVCA in collaboration with Ernst & Young looking at both
venture capital and buyout, also confirm that PE outperforms the market in
Scandinavia. They found that PE backed companies had 2 percentage points higher
revenue growth and higher profitability compared to their peers.
In a large study, comprising almost 40percent of the U.S. Venture Economics
universe from 1984-2010, Robinson and Sensoy (2011) found that in their sample the
private equity funds outperformed public equities, on average. Furthermore, a study
by Robert Harris, Tim Jenkinson and Steven N. Kaplan from 2011, found that buyout
fund returns in the US have outperformed public markets for a long period of time,
while venture capital funds outperformed public market in the 1990s, but have
underperformed public equities in the 2000s. Overall their results suggests that –
contrary to some commentators’ expectations – PE-backed companies are not more
likely to fail than matched private companies and listed companies (Kaplan et al.
2011). This study is similar to ours and it will be interesting to discover whether we
find the same results.
Degeorge and Zeckhausen (1993) focused on the buyout category. Their findings
were that reverse LBO’s substantially outperform comparison firms in the period
before going public (IPO), but underperform them in the following period even
though net performance remains positive. Another study that is often referred to is
Kaplan (1989), where he looks at 48 large management buyouts where his main focus
is on operating income (before depreciation), net cash flows, and reductions in capital
expenditures. He found that in the three years after the buyout, these companies
experience increases in operating income, decreases in capital expenditures and
increases in net cash flow.
There are, however, studies that find the opposite; that PE backed companies do not
outperform their peers or the market. Kaplan and Schoar (2005) find that buyout and
VC funds underperform the S&P 500. Phalippou and Gottschalg’s paper (2006) sheds
light on the return distribution offered by the private equity industry over the 25 years
of its existence. They found evidence that the performance of private equity funds is
lower than the performance of the S&P 500 by as much as 3.8percent per year.
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5.1 “Competitive advantage”
As mentioned, there have been a considerable amount of previous research
concerning this subject, but none of these have looked at the influence the financial
crisis has had on the Norwegian PE market. In this way we will separate ourselves
from previous work. We want to highlight what the consequences of the financial
crisis have been. This will serve as our x-factor in this thesis.
Furthermore, we will emphasize on the different types of exits. We will identify how
the PE-firms choose to exit, and find out whether the types of exits change because of
the financial crisis, and also see if the magnitude of deals changes when markets
collapse. Our expectation is that there are fewer exits during the financial crisis. One
reason may be that there is a lower valuation of firms when there is a crisis, and
hence it is not profitable to sell. A report by Preqin found that buyout deals have
recovered from the low numbers of 2009, but decreased in both Q3 and Q4 in 2011 in
terms of volume (argentum). In addition, we want to look at the decisions for the exit.
What is the firm’s motivation to exit a deal?
When we have found the different types of exits, we will compare similar types of
exits. For example, an IPO-exit before the financial crisis will be compared with an
IPO-exit during the financial crisis. The private equity research firm Preqin reported
that before the financial crisis, the private equity market was characterized by a large
number of exits of all types. During the crisis, however, the exits made up another
composition. First of all, the number of exits fell. Second, trade sales are most
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common in Norway in 2010, representing about 25percent of total exits. Because of
the financial crisis, IPOs is no longer the main alternative.
The breakdown of PE buyout-backed exits is presented in the figure 2 above.
This report is relevant for our thesis, and it will be interesting to see whether the
Norwegian PE market is characterized by the same exit-pattern.
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6 The PE Market
6.1 The Nordic Market
As mentioned, the Nordic PE market is still quite fresh and not fully developed.
However, it seems to be a market with high potential that is yet to be extracted.
Further, this market is growing. It has experienced considerable development the past
few years with an increased investment volume (argentum). The Nordic PE market
has shown a great track record and serves several beneficial socio-economic factors,
which leads it to be an attractive investment opportunity (argentum).
6.2 The Norwegian Market
Norway is ranked in the top quartile in all the different categories on the last Global
Venture Capital and Private Equity Country Attractiveness Index (argentum).
However, Norway did not stand out in total and is currently ranked as the 13th most
attractive market for investments. Norway serves as an attractive investment
opportunity much because of its stable economic condition and high BNP per capita.
In addition, large portions of the investments are mature, leading to a significant
number of sell processes expected in 2011 and 2012 (IESE).
Figure 3: Number of PE investments separated in venture capital and buyouts.
In the 2010 activity report published by Menon Business Economics for the
Norwegian Venture Capital & Private Equity Assosiation (NVCA) it is found that the
activity of buyout investments has been stable at the amount of above 4 billion NOK
throughout the financial crisis, while there has been a decrease in seed and venture
investments over the last two years. Buyouts were the dominant segment in the first
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half of 2011, accounting for more than 50percent of the total investment value.
However, venture dominates buyouts in terms of the number of deals (see figure 3
above, source Argentum).
Figure 4: Total capital pool distributed on the different types of PE investments in the
period 2003-2010.
Another key point of the report is that most of the capital is from foreign investors
(60 percent). By the end of 2010, the Norwegian funds administer capital amounting
to 61.2 billion NOK. In the period between 2003 and 2008 there were a strong
increase in the capital pool managed by Norwegian funds, but after 2008 it has
stabilized around 60 billion NOK. See figure 4 above.
As mentioned, the buyout segment has stayed stable the last few years, and account
for over 2/3 of the total investments. In Europe, the development in the buyout
segment has actually been quite volatile, with a 100 percent increase from 2009 to
2010. The amount of capital invested in seeds has decreased dramatically the last
couple of years, and it is much due to the lack of funds in this segment. This is of
concern because these funds are critical for start-up companies’ future development.
The investments in the venture segment has decrease every year with two large drops
in 2008 and 2009 and in 2010 accounts for 1,2 billon NOK. This is quite similar to
the development in Europe.
Renewable energy and environmental technology together with petroleum are the
industries that are most attractive for investment in Norway. Renewable energy is the
industry with most new investments in 2010, while petroleum and IKT is the biggest
industries in terms of amounts invested. Nearly 70 percent of the companies in the
funds’ portfolios are located in Norway. However, most of the Norwegian based
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companies do have operations worldwide. Furthermore, about 15 percent is located in
Sweden, 6.5 percent in USA while the UK-located companies account for 3.2
percent.
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7 Performance measures
How we are going to measure the performance of the PE-backed companies will
perhaps be the most important issue in this thesis. There have, as mentioned, been
several studies covering this subject, and consequently there have been used several
alternative performance measures. However, we will limit these different measures
down to the ones we will mention, and base this decision on previous research and
our own knowledge of the measures.
7.1 Growth
As measures for growth we will look at the compounded annual growth rate (CAGR)
for both sales and earnings before interests, taxes, depreciation, and amortization
(EBITDA). Furthermore, we will also look at the EBITDA-margin, as it is natural to
analyse these measures together. In addition, Grubb and Jonsson (2007) find the
EBITDA-margin as highly relevant “as price and leverage are often quoted in terms
of multiples of EBITDA”.
7.2 Cash flow variables
As in Kaplan (1989), we will look at operating income, which equals net sales less
costs of goods sold (COGS) and selling, general and administrative (SG&A)
expenses before depreciation, depletion, and amortization. We want to include this
measure as this is before taxes, and hence is independent of capital structure.
In addition, we include capital expenditures. Kaplan (1989) found evidence of
decreasing capital expenditures after PE entry, and that was a signal of reduced
agency-costs, increased efficiency and a tendency of underinvestment after the
buyout. Furthermore, we also included change in working capital. Working capital is
found by subtracting current liabilities from current assets.
Furthermore, we will include all these cash flow variables as percentage of sales to
partially control for divestitures and differences in growth (Kaplan 1989).
7.3 Leverage
The effects of higher leverage have been discussed previously in this thesis, and it is
expected that the level of debt increase after the buyout. To measure if this is true, we
include a measure for interest coverage. Interest coverage is found by dividing
operating income by net interest expense. We will compare this ratio before the
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buyout with after the buyout with the objective to find out whether the leverage in the
PE backed companies increase after the buyout and if there is increased value through
higher interest payments.
In addition, we will include net debt to EBITDA. Net debt is defined as interest
bearing debt minus cash and cash equivalents. If net debt and EBITDA is held
constant, this ratio will tell how many years it will take for the company to repay its
debt. The ratio can also serve as an indicator for the readiness of a company to
provide specific debt instruments, in for example a leveraged buyout.
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8 References
Articles, studies or other theses
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Wilson, N., Wright, M., and Scholes, L. (2011), “Private Equity Portfolio Company
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Kaplan, S., Jenkinson, T. and Harris, R. (2011), “Private Equity Performance: What
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Kaplan, S. and Schoar, A. (2005), “Private Equity performance: Returns, persistence,
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Kaplan, S. (1989), “The effects of management buyouts on operating performance
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Eberhart, A., Siddique, A. (2002), “The long-term performance of corporate bonds
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Barber, B. and Lyon, J. (1996), “Detecting Abnormal Operating Performance:
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Spilling et al. 1998: “SMB 98 – fakta om små og mellomstore foretak I Norge”.
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