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1 How the Global Credit Meltdown Has How the Global Credit Meltdown Has Changed the World of Private Equity Changed the World of Private Equity For The Better For The Better David M. Rubenstein David M. Rubenstein Co Co- Founder and Managing Director Founder and Managing Director February 4, 2009 February 4, 2009

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Page 1: Carlyle Presentation

1

How the Global Credit Meltdown Has How the Global Credit Meltdown Has Changed the World of Private Equity Changed the World of Private Equity

–– For The BetterFor The Better

David M. RubensteinDavid M. RubensteinCoCo--Founder and Managing Director Founder and Managing Director February 4, 2009February 4, 2009

Page 2: Carlyle Presentation

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At The PeakAt The Peak

!! 2007 commitments to new funds increased by 64% from 2000 2007 commitments to new funds increased by 64% from 2000 and 2,250% from 1990and 2,250% from 1990

!! 75 funds of $5 billion or more were raised from 200375 funds of $5 billion or more were raised from 2003--20072007!! 58 deals of $5 billion or more were completed from 200358 deals of $5 billion or more were completed from 2003--

2007 (up 5,700% from 1996 2007 (up 5,700% from 1996 –– 2000 period)2000 period)!! 20032003--2007 13,000 deals were completed (up 140% from 1996 2007 13,000 deals were completed (up 140% from 1996

–– 2000 period)2000 period)!! Senior loan volume for sponsored transactions reached $485 Senior loan volume for sponsored transactions reached $485

billion in 2005billion in 2005--2007 (up 386% from 1999 2007 (up 386% from 1999 –– 2001 period)2001 period)!! Debt / EBITDA multiples increased by 50% from 2001 (4.1x Debt / EBITDA multiples increased by 50% from 2001 (4.1x

Debt / EBITDA average) to 2007 (6.2x EBITDA average)Debt / EBITDA average) to 2007 (6.2x EBITDA average)!! Purchase price / EBITDA multiples increased 62% from 2001 Purchase price / EBITDA multiples increased 62% from 2001

(6.0x average) to 2007 (9.7x average)(6.0x average) to 2007 (9.7x average)!! Top 20 public pension fundsTop 20 public pension funds’’ allocations to private equity allocations to private equity

exceeded $100 billion from 2000 to 2007exceeded $100 billion from 2000 to 2007

Source: Thomson Venture Economics, data as of 12/31/08; Capital IQ; Dealogic, data for sponsor-entry transactions; S&P LCD; Private Equity Council, Primer 2007.

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NowNow

!! Global deal value declined from $738 billion in 2007 to $212 Global deal value declined from $738 billion in 2007 to $212 billion in 2008billion in 2008

!! Commitments to new funds declined from $152 billion Commitments to new funds declined from $152 billion committed in first quarter of 2008 compared to $49 billion committed in first quarter of 2008 compared to $49 billion committed in last quarter of 2008committed in last quarter of 2008

!! Distributions decreased from 3Q07 to 4Q08 by 78%Distributions decreased from 3Q07 to 4Q08 by 78%

Source: Thomson Venture Economics, data as of 12/31/08; Capital IQ; Dealogic, data for sponsor-entry transactions; S&P LCD; Private Equity Council, Primer 2007.

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Fundraising Has SlowedFundraising Has Slowed

Source: Thomson Venture Economics, data as of 12/31/08.

$165

$80 $89$127

$259

$362

$449 $425

$113$51 $52

$93$166

$233

$329$286

0

100

200

300

400

$500

2001 2002 2003 2004 2005 2006 2007 2008

U.S. Global

Global: (5%)Global CAGR ('01-'07): 18%

Annual Private Equity Fundraising ($B)Annual Private Equity Fundraising ($B)

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Fundraising Has SlowedFundraising Has Slowed

1Q08, $152

4Q08, $49

5

55

105

$155

1Q01

2Q01

3Q01

4Q01

1Q02

2Q02

3Q02

4Q02

1Q03

2Q03

3Q03

4Q03

1Q04

2Q04

3Q04

4Q04

1Q05

2Q05

3Q05

4Q05

1Q06

2Q06

3Q06

4Q06

1Q07

2Q07

3Q07

4Q07

1Q08

2Q08

3Q08

4Q08

U.S. Global

Global: (68%)

Source: Thomson Venture Economics, data as of 12/31/08.

Quarterly Private Equity Fundraising ($B)Quarterly Private Equity Fundraising ($B)

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36.1%34.1%

31.5% 32.9%30.8% 29.9%

32.0%

38.1%

25.0%

30.0%

35.0%

40.0%

2001 2002 2003 2004 2005 2006 2007 2008

1.2x

Leverage Has Declined, Requiring More EquityLeverage Has Declined, Requiring More Equity

Source: Source: S&P LCD, leverage data for U.S. large corporate LBOs (issuer w/ES&P LCD, leverage data for U.S. large corporate LBOs (issuer w/EBITDA >$50M), equity data for all U.S. LBOs BITDA >$50M), equity data for all U.S. LBOs with total sources > $1 billion.with total sources > $1 billion.

4.9x

6.2x5.4x5.3x

4.8x4.6x4.0x4.1x

2.5x

3.5x

4.5x

5.5x

6.5x

2001 2002 2003 2004 2005 2006 2007 2008

(21%)Debt / EBITDADebt / EBITDA

Equity / Total Purchase Price (%)Equity / Total Purchase Price (%)

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Deal Value and Average Size DecliningDeal Value and Average Size Declining

$78 $119 $160$278 $212

$738$753

$350

0200400600

$800

2001 2002 2003 2004 2005 2006 2007 2008

(71%)

Global Aggregate SponsorGlobal Aggregate Sponsor--Entry Deal Value ($B)Entry Deal Value ($B)

$142 $184 $219$279

$174

$440$433

$253

0100200300400

$500

2001 2002 2003 2004 2005 2006 2007 2008

(60%)

Global Average Deal Size ($M)Global Average Deal Size ($M)

Source: Source: Dealogic, data for global sponsorDealogic, data for global sponsor--entry transactions, includes pending.entry transactions, includes pending.

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Distributions Have DeclinedDistributions Have Declined

$5

$8$6$7

$8

$3

$6$4

$6

$9

$13$15

$18

$10

$15$13

$18

$16

$12

$15

$18

$14

$8

$5$4

$10

$14$13$12

$16$15

0

5

10

15

$20

1Q01

2Q01

3Q01

4Q01

1Q02

2Q02

3Q02

4Q02

1Q03

2Q03

3Q03

4Q03

1Q04

2Q04

3Q04

4Q04

1Q05

2Q05

3Q05

4Q05

1Q06

2Q06

3Q06

4Q06

1Q07

2Q07

3Q07

4Q07

1Q08

2Q08

3Q08

(78%)

Source: Thomson Venture Economics, data as of 9/30/08

Global Quarterly Distributions ($B)Global Quarterly Distributions ($B)

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How The Private Equity World Has Changed How The Private Equity World Has Changed

1.1. Confidence in the Future Has Been DiminishedConfidence in the Future Has Been Diminished"" From 2002From 2002--2007, 2007, confidence in private equity's confidence in private equity's

ability to achieve superior returns was at highest ability to achieve superior returns was at highest levels everlevels ever

"" Now: some have concerns (a) whether private Now: some have concerns (a) whether private equity can yield attractive returns on investments equity can yield attractive returns on investments made in 2005made in 2005--2008 period; (b) whether private 2008 period; (b) whether private equity can ever again reach the returns achieved by equity can ever again reach the returns achieved by private equity at its peak private equity at its peak

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How The Private Equity World Has Changed How The Private Equity World Has Changed

2.2. PE Has Ceased Being the Visible Face of Economic PE Has Ceased Being the Visible Face of Economic Change and ActivityChange and Activity

"" From 2005From 2005--2007, private equity was so active in its 2007, private equity was so active in its buying new companies that it essentially buying new companies that it essentially became became the symbol of capital activitythe symbol of capital activity

"" Now: public focus has been on systemic risk from Now: public focus has been on systemic risk from commercial and investment banks, insurance commercial and investment banks, insurance companies, and hedge funds companies, and hedge funds

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How The Private Equity World Has Changed How The Private Equity World Has Changed

3.3. PE's Main Focus Is Now to Preserve Value of Its Existing PE's Main Focus Is Now to Preserve Value of Its Existing HoldingsHoldings

"" PE firms have been PE firms have been spending most of their time on spending most of their time on their portfolio companiestheir portfolio companies----cutting costs, preserving cutting costs, preserving cash, and survivingcash, and surviving until the economy and until the economy and investment world returnsinvestment world returns

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How The Private Equity World Has Changed How The Private Equity World Has Changed

4.4. PE Firms Have Sought to Do With Their Firms What PE Firms Have Sought to Do With Their Firms What They are Telling their Portfolio Companies to DoThey are Telling their Portfolio Companies to Do

"" PE firms have been PE firms have been cutting the size of their staffs, cutting the size of their staffs, reducing other costs, preserving their cash, and reducing other costs, preserving their cash, and refocusing their efforts on their core businessesrefocusing their efforts on their core businesses

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How The Private Equity World Has Changed How The Private Equity World Has Changed

5.5. PE Firms are Focusing on Preserving Strength of their PE Firms are Focusing on Preserving Strength of their FundsFunds

"" Firms are in more regular dialogue with their Firms are in more regular dialogue with their investors about current investment needs and investors about current investment needs and opportunitiesopportunities

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How The Private Equity World Has Changed How The Private Equity World Has Changed

6.6. PE firms Have Recognized the Enormous Difficulty of PE firms Have Recognized the Enormous Difficulty of Raising New Funds for the Foreseeable FutureRaising New Funds for the Foreseeable Future

"" Even strongest and best known will find fundraising Even strongest and best known will find fundraising hardest in decades; PE firms without well known hardest in decades; PE firms without well known brands or long track records realize they may not be brands or long track records realize they may not be able to raise new capital at all for quite awhileable to raise new capital at all for quite awhile

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How The Private Equity World Has Changed How The Private Equity World Has Changed

7.7. New Investments Will Be Far Different in Nature, New Investments Will Be Far Different in Nature, Shape, Size and Structure Than in the 2003Shape, Size and Structure Than in the 2003--2007 Period2007 Period

"" Now: Now: investments are fewinvestments are few in number; tend to be in number; tend to be less thanless than $3 billion in size$3 billion in size; have ; have stringent debt stringent debt termsterms (where there is debt); have (where there is debt); have traditional traditional EBITDA multiplesEBITDA multiples; require about ; require about 4545--50% equity50% equity(where a control position is being purchased); and (where a control position is being purchased); and are increasingly are increasingly minority stake positionsminority stake positions

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How The Private Equity World Has Changed How The Private Equity World Has Changed

8.8. Opportunities for Exit Have Been Reduced, Resulting In Opportunities for Exit Have Been Reduced, Resulting In Lower Returns and Fewer DistributionsLower Returns and Fewer Distributions

"" PE firms will PE firms will have to hold onto their companies have to hold onto their companies longer or take prices far below their once longer or take prices far below their once anticipated exit levelsanticipated exit levels; ; and provide less frequent and provide less frequent distributions distributions than once projectedthan once projected

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How The Private Equity World Has Changed How The Private Equity World Has Changed

9.9. More than a Few of the Best Known and Largest More than a Few of the Best Known and Largest Investments completed in the 2005Investments completed in the 2005--2007 Period Will 2007 Period Will Have to Be Recapitalized in Order to be PreservedHave to Be Recapitalized in Order to be Preserved

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How The Private Equity World Has Changed How The Private Equity World Has Changed

10.10. Increased government regulation of banks and other Increased government regulation of banks and other lending organizations could lending organizations could constrain credit availability constrain credit availability beyond normal market constraintsbeyond normal market constraints

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What 2009 Will Bring What 2009 Will Bring to the World of Private Equityto the World of Private Equity

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1.1. Relatively few U.S. buyouts will be completedRelatively few U.S. buyouts will be completed; ; buyout buyout firms will be focused on their existing portfoliosfirms will be focused on their existing portfolios; ; sellers will not like the available sale prices; and banks sellers will not like the available sale prices; and banks will not return to lending for all but the safest will not return to lending for all but the safest transactions. transactions. Buyouts completed in this environment Buyouts completed in this environment will likely yield high returns in several yearswill likely yield high returns in several years

2.2. Private equity firms will complete, proportionately, Private equity firms will complete, proportionately, a a higher percentage of nonhigher percentage of non--control investments than control investments than everever; many of these will be outside the U.S. and ; many of these will be outside the U.S. and Europe, in emerging markets Europe, in emerging markets

3.3. Exits on existing investments will be relatively fewExits on existing investments will be relatively few, , with with strategic buyers providing the only available exit strategic buyers providing the only available exit routeroute

What 2009 Will Bring to the World of Private Equity What 2009 Will Bring to the World of Private Equity

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What 2009 Will Bring to the World of Private Equity What 2009 Will Bring to the World of Private Equity

4.4. Few new funds will be raised at the sizes truly desired Few new funds will be raised at the sizes truly desired by private equity firmsby private equity firms; funds which are raised will be ; funds which are raised will be raised by the best brand name firms or firms with raised by the best brand name firms or firms with specialized expertise in attractive niches specialized expertise in attractive niches

5.5. Some investors will continue selling their stakes in Some investors will continue selling their stakes in private equity funds; the sales will yield larger than private equity funds; the sales will yield larger than normal discounts to NAVnormal discounts to NAV

6.6. Other investors will increase their private equity Other investors will increase their private equity stakes; and some investors not yet in private equity stakes; and some investors not yet in private equity will enter the private equity world will enter the private equity world

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What 2009 Will Bring to the World of Private Equity What 2009 Will Bring to the World of Private Equity

7.7. More than a few wellMore than a few well--known investments will likely not known investments will likely not survivesurvive

8.8. New private equity funds (for new organizations) will New private equity funds (for new organizations) will have a difficult time getting any fundinghave a difficult time getting any funding

9.9. Private equity firms will reduce the size of their Private equity firms will reduce the size of their organizationsorganizations and will narrow their focusand will narrow their focus

10.10. The appeal of PE to new MBAThe appeal of PE to new MBA’’s and financial s and financial professionals will be reduced, as compensation and professionals will be reduced, as compensation and activity are reducedactivity are reduced

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1.1. Need for private equity capital is greater than everNeed for private equity capital is greater than ever2.2. Reduced prices will likely yield very high returns for Reduced prices will likely yield very high returns for

private equity capital invested now and over the next private equity capital invested now and over the next 22--3 years3 years

3.3. Many private equity transactions now available do not Many private equity transactions now available do not need new debt, or any debtneed new debt, or any debt

4.4. A return to normal patterns is always welcomeA return to normal patterns is always welcome----less less frenzy, uneconomic activity, more time to improve frenzy, uneconomic activity, more time to improve companiescompanies

5.5. Pressure on banks to lend will result in enhanced credit Pressure on banks to lend will result in enhanced credit availability for deals needing leverageavailability for deals needing leverage----likely by midlikely by mid----20092009

6.6. CoCo--investment opportunities will be far greater than investment opportunities will be far greater than beforebefore

Why Might All Of This Be For The Better?Why Might All Of This Be For The Better?

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7.7. Debt will be on terms which ensure more discipline in Debt will be on terms which ensure more discipline in the investment decision and processthe investment decision and process

8.8. Pressure to invest funds quickly will be reducedPressure to invest funds quickly will be reduced9.9. Less disciplined buyers will be largely removed from Less disciplined buyers will be largely removed from

the marketthe market10.10. Governments and others will increasingly see private Governments and others will increasingly see private

equity as a solution to problemsequity as a solution to problems11.11. Enhanced recognition that private equity was not a Enhanced recognition that private equity was not a

cause of systemic riskcause of systemic risk----not a cause of the economic not a cause of the economic declinedecline

12.12. Expectations of what private equity can do to fix Expectations of what private equity can do to fix companies, achieve returns, solve society's problems companies, achieve returns, solve society's problems will return to more normal (and realistic) levelswill return to more normal (and realistic) levels

13.13. Private equity will stabilize; better firms will stay in Private equity will stabilize; better firms will stay in business and growbusiness and grow

Why Might All Of This Be For The Better?Why Might All Of This Be For The Better?

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14.14. Image of private equity will have a chance of Image of private equity will have a chance of improving as more normal investment patterns and improving as more normal investment patterns and performance returnsperformance returns

15.15. Private equity will emerge as the clearly preferred Private equity will emerge as the clearly preferred form of alternative investingform of alternative investing

Why Might All Of This Be For The Better?Why Might All Of This Be For The Better?

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1.1. Recognize that the world of financeRecognize that the world of finance----and private and private equityequity----has dramatically changed over the past year has dramatically changed over the past year (this is not your father(this is not your father’’s private equity world), and the s private equity world), and the private equity firms need to adapt their investment private equity firms need to adapt their investment approaches and business model to accommodate these approaches and business model to accommodate these changeschanges----if they want to continue to be active in the if they want to continue to be active in the private equity worldprivate equity world

"" The Theory of Evolution applies to private equity as The Theory of Evolution applies to private equity as well as to animal specieswell as to animal species

Challenges For The IndustryChallenges For The Industry

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2.2. Realize that governmental actions can play a larger Realize that governmental actions can play a larger role in the private equity world, and be prepared role in the private equity world, and be prepared therefore to better explain to government officialstherefore to better explain to government officials----and the general publicand the general public----precisely how private equity precisely how private equity adds value to an economy and therefore deserves to be adds value to an economy and therefore deserves to be treated as an important and valued partner in treated as an important and valued partner in economic growth and recovery planseconomic growth and recovery plans

"" It is up to the industry to ensure that governments It is up to the industry to ensure that governments understand and value private equity understand and value private equity

Challenges For The IndustryChallenges For The Industry

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3.3. Work to strengthen limited partner relationships and Work to strengthen limited partner relationships and trust by understanding limited partner concerns and trust by understanding limited partner concerns and needs and aligning interests as closely as possible over needs and aligning interests as closely as possible over a reasonable perioda reasonable period

"" The economic and structural relationships of the The economic and structural relationships of the industry are not written in stone; they may need to industry are not written in stone; they may need to be updated to reflect the new world of private be updated to reflect the new world of private equityequity

Challenges For The IndustryChallenges For The Industry

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4.4. Recognize that the current public image of the Recognize that the current public image of the industry is not a positive one, and continued efforts industry is not a positive one, and continued efforts (by GP's and LP's) to improve this image (and ensure (by GP's and LP's) to improve this image (and ensure there is reality behind this image) will be needed if the there is reality behind this image) will be needed if the industry is to be seen as additive to society rather than industry is to be seen as additive to society rather than negative for societynegative for society

"" The public needs to be treated as a partner if the The public needs to be treated as a partner if the industry is going to survive and prosper; and industry is going to survive and prosper; and partners need to be informed about what is actually partners need to be informed about what is actually occurring on a timely basisoccurring on a timely basis

Challenges For The IndustryChallenges For The Industry

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5.5. Preserving as much equity and as many jobs as possible Preserving as much equity and as many jobs as possible during the economic downtownduring the economic downtown

"" What happens in the private equity world will not What happens in the private equity world will not stay in the private equity world; what is done in this stay in the private equity world; what is done in this period will be remembered far more than what is period will be remembered far more than what is done in good economic timesdone in good economic times

Challenges For The IndustryChallenges For The Industry

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How the Global Credit Meltdown Has How the Global Credit Meltdown Has Changed the World of Private Equity Changed the World of Private Equity

–– For The BetterFor The Better

David M. RubensteinDavid M. RubensteinCoCo--Founder and Managing Director Founder and Managing Director February 4, 2009February 4, 2009