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The Private Equity Play. Mike Lorelli. EBITDA. E arnings B efore: I nterest T axes D epreciation A mortization. Idea. Up & Running. Mature. Trailing EBITDA. VC. PE. Stages. Agenda. History Returns Where is the money coming from? Terminology
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The Private Equity Play Mike Lorelli
EBITDA Earnings Before: • Interest • Taxes • Depreciation • Amortization
Idea Up & Running Mature • Trailing EBITDA VC PE Stages
Agenda • History • Returns • Where is the money coming from? • Terminology • Where they are; where their companies are • The p.e. model • Some names • p.e. compensation • Results and Performance Measures • “The Funnel” • Management Compensation • The Return Drivers • The p.e.’s Plan • In The News • Importance of a good LinkedIn profile, and resume
Worse than real estate brokers in Darien, CT • 1977: Kohlberg, Kravis, and Roberts leave Bear Stearns, forming KKR • 1978: 80 ‘Leveraged Buyout Groups’ in US • 2012: Estimated 2,800 around the world • 1,800 U.S.
Terminology • The providers of capital: Limited Partners, or LP’s - who are they? • The fund manager: General Partner, or GP, or p.e.
Many ways to categorize the 1,800 • By size • Large $1 billion+ revenues • Mid-market > $150 million • Small < $150 million • By sector specialty • Health care • Consumer • IT • Financial services • etc. • Net-net, sector first; and mid-market; not lower or upper
Purchase 7.0 X $9m = $63 Cash 27 Debt 36 Sale 8.0 X $14.1m = $113 Debt 32 Proceeds 81 The LBO model
Purchase 7.0 X $9m = $63 Cash 27 Debt 36 Sale 8.0 X $14.1m = $113 Debt 32 Proceeds 81 = 3.0 X cash-on-cash The LBO model
The p.e. / L.P Model Pelosi 2008 Fund Sale A D F C E B F J C I D A G Purchase H B E
The p.e. / L.P Model Pelosi 2008 Fund Sale A D F C E B F J C A D G I H B E Purchase Invest Harvest
p.e. Compensation • 2% of managed capital • pays salaries, rent, and nominal bonuses • 20% carried interest from profits on distributions* * pre-Obama
Performance Measures GoodGreatAwesome • IRR 20% 28% 33+% • Cash-on-cash return 2X 3X 5+X • Hold period 8+ years 6 years 3- years
A typical 10 company fund result • 2 out-of-the-park • 1 triple • 2 doubles • 3 singles • 2 the bank took the car keys
Riverside Company • 20% of the invested money will lost • If less, we’re not taking enough risk • Not sweat the duds, but rather the ones we missed
The Funnel 300 teasers 100 books 7 LOI’s 2 due diligence 1 close 20 Meetings with Mgmt
Options for Executives Working with Private Equity Operating Partner salary+bonus+carry Portfolio Company Managementsalary+bonus+equity Fund Commit- ment Deal Executive / Executive in Residenceretainer+upside Advisor expenses+upside Expert Network / Interim Executive hourly comp Executive’s Income David Teten, www.Teten.com/executive
Who the p.e. wants to meet Target-Driven Deal Exec Thesis-Driven Deal Exec Deal Resource Job Seekers Source: Andy Thompson, Notch Partners
Management Compensation • CEO $200K - $350K 50-75% 5.0% equity* • CFO/COO 125K - $275K 40-50% 1.5% equity • VP 125K- $225K 25-33% 1.0% equity • * and opportunity to co-invest
The Three Primary Return Drivers • Leverage • Value Improvement: EBITDA Growth • Exit Multiple Expansion Courtesy: Wind Point Partners
The Plan • Fleshed out approach for how value will be created • Strategic and operational blueprint • Rapid change principles • 80/100 rule: an 80% solution that’s ready to go now, beats a 100% effective, theoretical solution, ready to go in 4 months • Make capital work hard • Re-deploy underperforming assets
Project NTL 100 Day Plan • Full Court Press on Basic Revenue Projects • GROWING THE BASE BUSINESS- will be relatively easy for an organization in this space that focuses, prioritizes and executes. The ISI partners have for the last two years been focused and spending the majority of ISI's time and resources on acquisitions, strategic alliances, new ventures, etc and have not focused on ISI core brands and business. To date none of these ventures have been successful but have utilized significant management time and expense. A sharp focus on the core business / brands with the some advertising/ promotion and introduction of new products in these brands will result in strong growth. In addition, providing more products and new and improved products to existing customers and improving current service levels and fill rates to existing customers will definitely provide positive growth. New domestic customer opportunities will also be a focal point. • INTERNATIONAL-there is still currently a strong demand for ISI products, especially Twin Lab in the International arena. Again, during the last two years because of the intended Pharmaton acquisition, ISI basically ignored existing International distributors, never hired a new head of International sales and never entertained new distributors that contacted us for our product. ISI is now beginning to refocus on that area with a European head of Intl sales. More resources and specific plan for Int'l growth on a number of fronts could result in strong and quick Int'l growth. • HERBS AND TEAS- these brands have essentially been allowed to run themselves for the last three years. Despite that they have only declined slightly in revenues. Lack of focus and strategy are the primary reasons for these declines. Reversing these revenue declines and growing these brands, which are both in comparatively active and hot growth areas, is not that difficult. We need to hire a brand manager to work with our customers and suppliers to revitalize and contemporize these lines. Both Alvita and Nature's Herbs are well recognized and trusted brands that still have a loyal following. We need to add some new more popular flavors which customers have been asking for and update our packaging. We can also easily look to expand the channels of distribution for these brands.
Buyout Example Economics • Investment (Example) • Acquire a business for 5.5x EBITDA • Over 5 year horizon • Sales grow at 7% annually • Margins improve from 14% to 15.5% • Sell business in year 5 for 5.5x EBITDA • WPP/Co-Investors Results • 30% IRR • 3.7x cash-on-cash return • CEO • Assuming • CEO co-invest of $750k • CEO gets 7.5% of common • CEO receives over $10 million Courtesy: Wind Point Partners
At CloseY1Y2Y3Y4Y5 EBITDA 25.2 27.5 30.1 32.9 35.9 39.1 Exit Value (5.5x EBITDA) 138.6 151.5 165.5 180.7 197.2 215.2 Cash Available for Debt Pay down 7.9 9.6 11.5 13.6 15.8 Net Debt 100.8 92.9 83.2 71.7 58.1 42.4 Components of Equity Value Creation As EBITDA grows, the value of the enterprise increases. At the same time, free cash flow reduces debt. $ millions Courtesy: Wind Point Partners
A word on covenants • Max Capital expenditure $1.5 million • Min LTM EBITDA 11.0 million • Fixed Charge Coverage 1.00x • Total Deb Leverage 3.75x • Maximum Senior Leverage 4.50x