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October 2015	 privateequityinternational.com
Sponsors:
Cinven
Humatica
McGladrey
OPERATIONAL
EXCELLENCE
SPECIAL 2015
A PEI supplement
Finding the perfect model
Mastering minority stakes
Big data to chew over
A warning for GPs
...and more
AVAILABLE NOW
Order your copy of this essential title today:
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privateequityinternational.com/op2
THE OPERATING
PARTNER IN
PRIVATE EQUITY
Advanced strategies for value creators
CONTENT HIGHLIGHTS:
• Dan Colbert discusses how The Riverside Company built
and refined its operating approach with key lessons for
achieving success.
• Scott Glickman, Dan Soroka and Sara Boyd of Graham
Partners outline a programme for proactively identifying
and reducing business model risks.
• Mark Gillett of Silver Lake Partners and David Moss,an
independent adviser,provide a framework for assessing and
implementing transformational versus incremental change.
• Sandy Ogg of The Blackstone Group, proposes three
action points for ensuring the portfolio company CEO
search and selection process is successful.
• Matt Sondag of West Monroe Partners provides useful
tips for how to select and optimise the emerging role of
the IT operating partner.
…plus much more
VOLUME 2
SPECIAL OFFER TO SUBSCRIBERS:
Order your copy today quoting SUBBK15 and receive a 15% discount
SAMPLE CONTENT
AVAILABLE ONLINE
1october 2015 operational excellence special 2015
Changing values
Welcome to our fourth annual Operational
ExcellenceAwards Special, and while we’re at
it,our heartiest congratulations to all 12 win-
ners revealed within it.This is the publication
where we collect and celebrate the very best
stories of private equity value creation from
across the globe.
It reveals how GPs added transformational
value to the companies they bought,and then,
in the very best cases, future-proofed them
before they were sent off, better equipped to
deal with the vagaries of a rapidly changing
world.
Theme sound familiar? Well it should. At
the risk of being repetitive,operational excel-
lence should lie at the heart of the private
equity proposition. The days of buying a firm,
leveraging it to the hilt and then selling it on
at a huge multiple for relatively little effort
are (hopefully) long gone.The global financial
crisis should have put paid to that particular
business model.
We hope you will forgive us for stressing
the point once again, (p. 4), but in an ever
more competitive business environment,there
really is no time like the present to showcase
the skills that make your firm really stand out
from the crowd.
For all our awards entrants, not just the
winners,we say thank you.We appreciate that
filling out often intricately-detailed timelines
and collating a disparate set of metrics takes
time.We certainly appreciated that fact when
we sifted through every single one of them.
We received a very healthy selection of
awards entries from GPs in the Americas,
EMEA andAsia-Pacific regions, and what was
particularly encouraging was that our battle-
hardened panel of 11 expert judges told us
they had found it genuinely tough to select
the winning entries in each of the categories.
That is testament to those GPs out there that
demonstrated to us that they achieved true
operational excellence for their portfolio
companies.
Of course,there are a number of operating
partner models out there that GPs can deploy,
but as our feature on p.8 points out,whichever
one is chosen, transparency and open, honest
dialogue between the GP,its investors and the
portfolio company management team is para-
mount to its success.
And if your operating partner model
involves working as a minority partner, our
feature on p. 14 examines the intricacies of
trying to drive the value-creation process,
even when you are not the one behind the
company wheel.
We have examples of a number of just such
successful partnerships within this special sup-
plement, and while there is nothing wrong
with trumpeting their success,as hopefully we
do within these pages, no GP can ever afford
to rest on its laurels.
Against a fast-changing backdrop of dis-
ruptive technology and with ever greater
competition for LP assets, continuing to be
able to diversify and differentiate your offer
should be front and centre for every GP.
Our awards supplement reveals a number of
GPs that are doing just this, because standing
still is simply not an option in today’s world.
Enjoy the supplement,
Matthew Goodburn
ISSN 1474–8800
OCTOBER 2015
e: matthew.g@peimedia.com
MATTHEW
GOODBURN
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2 private equity international	 october 2015
CONTENTS
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MIX
®
4	 Overview
	 If GPs want to attract investors they
should be pushing the boundaries
of value creation
8	 Choosing the right fit
	 Investors can adapt to most models,
as long as they work and there’s
transparency around remuneration
10	 Expert commentary: McGladrey
Due diligence is the tip of the
iceberg. Investments in technology
are severely underestimated, says
Jonathan Caforio
14	 Minority investing
	 How do you drive operational value
when you’re not behind the wheel?
36	 Big data
	 The pros and cons of unleashing
more computer firepower
38	 Keynote interview: Humatica
In overlooking soft factors GPs are
missing out on a crucial and lucrative
lever, says Andros Payne
40	 Harbinger of change
	 The private equity industry needs
to start justifying its existence,
warns EQT managing partner
Thomas von Koch
42	 Keynote interview: Cinven
With its ‘toolkit’ approach to
developing businesses, Cinven
can take the uncertainty out of
overseas expansion
44	 Procurement excellence
	 How Doughty Hanson made
a medical breakthrough with
Spanish healthcare company
Hospitales Quirón
46	 The anonymous CEO
	 So what’s it like to be owned
by a private equity firm?
We spoke to one chief executive
about his experiences
48	 Data Room
	 A snapshot of the operational
improvement and value creation
across Asia-Pacific
OPERATIONAL EXCELLENCE
SPECIAL 2015
4436
17
Cover image:
sigur / Shutterstock.com
18	 Introduction and honour roll
20	 Meet the judges
22	Americas
26	Asia-Pacific
32	EMEA
Culture is important, but how do you measure and manage it?
Humatica works with leading private equity investors and their
portfolio companies to make high-impact changes in the way
they are organised and managed. Our hard-facts approach
enables leaders to dispel complacency and unlock the value
of their business.
Delivering a performance culture
4 private equity international	 october 2015
OVERVIEW
Pushing the boundaries
For GPs hoping to attract investors to their funds, value-creation capabilities are no longer
optional.However, adding expertise is not the end of the story — GPs should be pushing
value creation into new frontiers, writes Isobel Markham
OPERATIONAL EXCELLENCE
Looking across today’s private equity land-
scape you would be hard pushed to find
a firm that did not make any mention of
operational capabilities in their value crea-
tion manifesto.
“Everyone today,at least on the surface,
proffers some operational capability,” says
Graeme Gunn, a partner at SL Capital in
Edinburgh.
John Gripton, a managing director and
chairman of the global investment commit-
tee at Capital Dynamics,sees a vast change
in the last decade, spurred by a tougher
environment for investing.
“It’s gradually improved and there has
been much more focused on operational
work, especially as growth has been much
more difficult to achieve. Managers are
looking to maintain the level of return for
limited partners and clearly their carry also
depends on it,” he says.
“If you are going to grow a company –
and growth is essential if you’re going to
make the returns we’re looking for – then
I think a private equity manager has to have
that expertise to offer the management of a
company,so that they can work with them
and move the business forward.”
In August, EQT closed its seventh
buyout fund on its €6.75 billion hard-cap.
Christian Sinding, a partner and head of
equity at the firm, says EQT’s so-called
“industrial” approach to private equity,
focusing on long-term growth and deve-
lopment of companies,is a key selling point
to investors.
According to the firm, almost all of the
return on EQT’s investments is attribut-
able to operational improvements such as
increased sales and efficiency gains.
“Investors are looking for a value crea-
tion model that is replicable, that you can
explain and that makes sense,”Sinding says,
adding that the era of hands-off private
equity is over.
“There is too much at stake for you to
just be able to leave the company there to
fend for itself,” he says.
WORKING HARDER
In today’s post-crisis world, the combina-
tion of low growth and high prices means
“there’s no free lunch”, says Francesco di
Valmarana, a partner at Pantheon focused
on European primary and secondary
investments. Some element of operational
capability is a “must-have”.
“The companies that are able to be
bought by private equity firms today at
a price that is interesting de facto come
with requirements for heavy lifting, either
internally or externally, in terms of assis-
ting with sales and distribution and market
penetration for instance,”di Valmarana says.
Gunn also refers to operational capabili-
ties as a must-have,pointing out that private
equity firms need to work their companies
harder than ever to create solid returns.
“If you’re looking for a weighting, I
would say it’s as important as a group’s track
record for us, that they can demonstrate a
real operational capability,” Gunn says.
Investors are
looking for a
value creation
model that is replicable,
that you can explain and
that makes sense
Christian Sinding
››Gripton: more focus on operational work
6 private equity international	 october 2015
OVERVIEW
“It’s all very well in an upcycle; you
buy something,sell it for a bigger multiple,
and everybody’s happy. But the real proof
has been around when things get tougher
for the company and for sectors as a whole,
how does that business respond? Does the
operational work that the manager has
instigated in its portfolio really allow the
fund to be able to achieve good returns even
in a down cycle?”
Operational capabilities are not just
attractive to investors;management teams
also look for backers that are going to pro-
vide the best value-add, says Gripton.
“If you’re the management team of the
company and you’re able to influence which
private equity manager you’re going to part-
ner with for a buyout, then you’re going to
look at a manager who has demonstrated
they can support companies to generate
growth. You don’t want a manager who is
just involved in cost-cutting.”
THE NEXT PHASE
With investors seeking to consolidate their
manager relationships,the pressure on GPs
to differentiate themselves is increasing.Just
adding operating partners to a team is no
longer enough; along with incorporating
operational capabilities, managers need to
show that they’re pushing these capabilities
to the next level.
“The one area that we are pushing
people on a bit is there’s a lot of disruptive
business models out there now, the Ubers
the Airbnbs,” says Gunn. “We have seen
a few funds focusing on this, bringing in
strategic people on deals to ask, ‘Is there
a disruptive technology here that’s going
to kill my company in three to five years?’
We’re interested in that as a concept and
as an investor.”
At the Operating Partners Forum
Europe in London inApril,EQT managing
partner Thomas von Koch told delegates
that thanks to these disruptive technologies
and business models he’s “not sleeping too
well at night”.
“The world is changing now. And I’m
too old to see it,” Von Koch said,citing the
example of EQT portfolio company Scan-
dic, a hotel chain in the Nordics, which
has seen its top line come under threat
from online accommodation booking site
Booking.com.The firm has since brought a
number of experts in disruptive technolo-
gies into its network of industrial advisers.
“They see it, and all the guys around
them see it,” Von Koch said. “That’s actu-
ally a necessity for us to succeed in the
future. Paranoia, unfortunately, is one of
the first things we have on the top of our
whiteboard.”
Another strategy that interests SL Capi-
tal is European funds establishing networks
in Asia to help grow and expand their port-
folio companies.
“They’re creating relationships with an
individual or establishing a small group of
their own in China, or Singapore, to pro-
vide access for their companies into the
region. We think that is another opera-
tional effectiveness point that can be quite
interesting,” Gunn says.“We’re seeing this
moving into the mid-market groups as well,
where they’re building relationships for
their companies, to source, manufacture
or sell there.”
PROVING THE PUDDING
Private Equity International’s Operational
Excellence Special is an opportunity to
celebrate those firms that create true
value in their portfolio companies, who
contribute to the societies in which they
operate by building stronger, more sus-
tainable businesses. But this celebration
shouldn’t be limited to once a year; firms
››
One thing we
all can do in the
private equity
industry is demonstrate
the results of this
operational excellence
Francesco di Valmarana
Di Valmarana: there’s no free lunch
7october 2015 operational excellence special 2015
that are making a real difference need to do
their part for the industry and shout about
it, says di Valmarana.
“One thing we all can do in the pri-
vate equity industry is demonstrate the
results of this operational excellence,” he
says. “Show to the broader market those
companies that had 200 employees and
a 10 percent EBITDA margin when pri-
vate equity invested, but when the private
equity firm exited had 400 employees and a
30 percent EBITDA margin.”
REPUTATION
Von Koch, long an advocate of greater
transparency in the industry, has called on
several occasions – including at this year’s
Operating Partners Forum Europe – for
the industry to reflect on why it historically
has had such a poor reputation. GPs have
the means to refute this, and they owe it
to the industry to do so.
Di Valmarana echoes these sentiments:
“My constant frustration is that we as an
industry don’t do enough and are not very
good at convincing the world at large that
aside from a few bad apples, most of these
private equity firms really are creating
employment and improving the companies
and doing a good thing, and they’re taking
the risk for doing it.”
Last year Von Koch told attendees at
the European Private Equity and Venture
Capital Association conference in Vienna
that there’s nowhere to hide, and he was
right.
Today’s private equity world is older
and wiser. Just providing great returns to
investors is no longer enough. The focus
is – and should be – shifting to the way
those returns are created. If you have a
great private equity value creation story
to tell, then tell it.Your industry needs
you. n
The real proof
has been
around when
things get tougher for the
company and for sectors
as a whole,how does that
business respond?
Graeme Gunn
8 private equity international	 october 2015
OPERATING MODELS
Choosing the right fit
When it comes to operational expertise,investors can get
comfortable with almost any model out there,as long as
there’s transparency around remuneration — and proof
that the method actually works.By Isobel Markham
STRATEGY
There’s no question that the GP commu-
nity has made huge strides incorporating
operational capabilities into their teams.
Quite how they choose to incorporate those
capabilities varies widely from manager to
manager, based on myriad factors related
to investment strategy.
ECI Partners’ commercial team, its in-
house operations team, gets involved with
transactionsduringtheduediligenceprocess,
buildinga relationshipwithmanagementup
front.The team is remunerated through the
carry structure of the whole fund.
Each member of the team of four takes
responsibility for up to five businesses at a
time from the pre-deal phase until the exit,
taking on projects within the business itself.
“We see an advantage in being able to
facilitate getting more things to happen,
faster,” says Lewis Bantin, who heads the
commercial team. “We see an advantage
in being able to understand what’s really
happening within the business as well, to
understand how to help.”
ECI’s approach,Bantin says,has“proved
to be a competitive differentiator” for the
firm when negotiating deals.
At Apax Partners, the in-house opera-
tional excellence group has also helped the
firm win deals.
“Frequently, we can differentiate our-
selves in a process and help identify or
create investment angles,”says partner Seth
Brody, the team’s head.
Apax’s team of 13 are also remunerated
through the carry structure of the fund.
However, instead of running a generalist
model, the team is functionally oriented,
focusing on seven “vertical practice areas”
– digital acceleration, analytics and big
data, portfolio efficiency, information
technology,100-day execution,change and
transformation, and ESG.
Instead of having a specific operating
partner assigned to a portfolio company,
one member of the team will lead the work
on a particular company,with others step-
ping in on a project-specific basis.
“Our view is that we should engage
wherever we can have the biggest impact
on driving tangible equity value,”Brody says.
EQT, on the other hand, makes a point
of avoiding operating partners.
“We believe that having operating
partners is quite a challenging model,” says
ChristianSinding,partnerandheadofequity.
Firstly, Sinding says, it can be difficult
to get good co-operation from the com-
pany’s management team if the investor is
forcing it to work with a certain person.
It can also cause conflict within the private
equity firm itself.
“There can be a tendency to have an A
team and a B team internally,where the deal
makers become the A team and the opera-
ting partners become the B team,” he says.
Instead, EQT appoints a board chair
from among its network of industrial advi-
sers to help guide the management team.
These industrial advisers earn a retainer,
and will be invited to invest both directly
into the portfolio company and the EQT
funds.
“We are good at learning about our busi-
nesses very quickly,but we’ll never know as
much as someone who’s an expert already,”
Sinding says.
PERFECT FIT
Although some LPs will admit to having
preferred operating models, the majority
agree that when it comes down to it, GPs
need to choose the model that’s the right
fit for them.
“Clearly we want to select those groups
Sinding: having operating partners is a
challenging model
9october 2015 operational excellence special 2015
OPERATING MODELS
who have a model that works for them,
their portfolio companies and manage-
ment,” says Graeme Gunn, a partner at SL
Capital. “There is no one correct model
and it needs to be adapted and integrated
seamlessly into the organisation.”
Francesco di Valmarana, a partner at
Pantheon focused on European primary
and secondary investments,sees significant
variation in operational interventions
depending on the investment strategy.
“If it’s a turnaround-oriented firm
then the operational experience is going
to be fixing a balance sheet, it’s going to be
putting a tough senior manager in there to
take care of the HR issues in the firm, and
it might only be a little bit of sales force
management or operational excellence etc.,
because that’s not what needs to be done to
the company at that time,” he says.
Secondary and tertiary buyouts often
already have KPIs and performance indica-
tors in place,and are likely to require more
specialist interventions,such as working on
rationalising supply chains following a buy-
and-build strategy.
“There is no cookie-cutter approach
to this,” di Valmarana says. “We have to sit
down with the GP and understand:what is
their kind of deal? And then, what kind of
operational approach do they bring to it?”
CONCRETE PROOF
However, talking the talk is not enough.
LPs want to see concrete proof that a
GP’s operational capabilities contribute to
building a better business – and delivering
a higher return.
“You can put anything down on paper,”
di Valmarana says. “What you look for is
evidence in the existing portfolio that there
has been an operational engagement which
is coherent with the investment thesis.”
As part of his assessment of a GP’s oper-
ational capabilities, John Gripton, a man-
aging director and chairman of the global
investment committee at Capital Dynamics,
looks at the background and composition
of the team to assess its relative strength
in each sector.
“We’re actually looking at the perfor-
mance of the manager not just overall
but looking at each individual sector and
the way that returns have been achieved,”
Gripton says.
Gripton wants to know that the opera-
tional value-add is not only effective, but
also repeatable.
“We’re looking for consistency,”he says.
“Is it a model that’s been working for some
time now or is it transitioning? There’s
nothing wrong with transitioning,but at the
end of the day, it’s the future return that’s
so important for us. We have to believe the
ability is there to deliver future returns.”
TRANSPARENCY
The private equity industry has been under
significant pressure in recent months
to provide more transparency around fees.
How they choose to incorporate operating
capabilities into their investment model –
and who pays – has not escaped scrutiny.
“No one model is right,but we certainly
are looking for transparency [on] total
remuneration,” Gripton says.
Those firms that include operating part-
ners in the carry structure or have in-house
operations team often frame these services
as “free”. However, that’s never really the
case, di Valmarana says.
“There’s always a consultancy fee or an
operationalfeesomewhere,andyou’reeither
going to pay it to BCG,Bain,McKinsey etc.
or you’ve staffed up internally and that cost is
going to be borne somehow by the company
or by the fund,” di Valmarana says.
“At the end of the day the shareholders
are always the people paying for it,it’s just a
question of at what point in the company’s
P&L or balance sheet are they paying for
it? All we want to make sure is that that’s
declared, appropriate and that we under-
stand how it’s working.”
As Gripton points out,the focus should
always remain on the end result; higher
returns can justifier higher fees, so long as
those fees are transparent.
“Yes, we are very mindful of cost and
fees, but at the end of the day it’s: do we
believe that the net returns that our clients
will receive justify the fee level?” Gripton
says. “I would be unlikely to dismiss an
investment just because of a fee structure
if the fee structure supported the returns
that we were looking for.” n
Our view
is that we
should engage
wherever we can have
the biggest impact
on driving tangible
equity value
Seth Brody
Made to measure:
the right strategy has to be
tailor-made to the deal
10 private equity international	 october 2015
INDIA ROUNDTABLEEXPERT COMMENTARY: McGLADREY
Due diligence is the tip of the iceberg
Post-carve-out investments
in technology are often
severely underestimated,
writes Jonathan Caforio
CARVE-OUTS
surprise within the first six months of the
investment.
Post“day one”,many management teams
fail to appreciate the level of difficulty
related to the technology portion of the
transition.They can also lose focus on the
main goal – ending reliance on the transi-
tion services agreement (TSA) – that then
prolongs the separation phase and theTSA’s
high monthly cost.Frequently,there is also
pressure to add costly new functionality
that isn’t required to end the TSA, which
both delays the exit from theTSA and adds
unnecessary cost at this critical stage.
ORGANISATIONAL CONCERNS
Many divestitures are plagued with a lack
of resources and minimal understanding
of core business processes. Resources that
have the most intimate understanding of
existing core business processes tend to stay
with the seller. If they are part of the new
company, they tend to want the processes
to be as they’ve always been vs how they
should be in the much smaller organisa-
tion.This perspective presents a critical risk
when attempting to rebuild core software
applications,specifically the ERP platform
and its related systems, to fit the needs of
the new entity and the buyer’s core invest-
ment thesis.
Divested organisations are often missing
complete functions critical to the business.
If functions were handled by the seller’s
shared service organisation structure,entire
departments may not exist at the carve-out,
usually involving finance and technology.
Within finance,there may be no personnel
fulfilling the accounts payable or accounts
receivable functions. In technology, there
may be location-specific support, but no
individuals with a deep understanding ofCaforio: remember that people make the process
There have been more than 200 private
equity backed carve-outs per year for the
past five years in the US alone, according
to PitchBook. Divestitures and carve-
outs are consistently attractive targets for
both private equity and strategic buyers,
offering significant value – but this type
of transaction comes with distinct com-
plexities that often lead to significant
unexpected costs.
Buyers must allow ample time and
budget to deal with the reality of unplanned
tasks and challenges that come with com-
pleting any technology-related separation
project.An anticipated $150,000 expense
can quickly turn into a $1 million post-close
requirement. For that particular buyer, it
was an expensive lesson in the value of IT
due diligence and planning for “known
unknown” costs.
The buyer had carved out a $40 mil-
lion division from a $20 billion company.
It came with limited IT systems, and no
infrastructure or personnel.Post-close,the
true complexity – and cost – of the carve-
out became clear.Integrating the enterprise
resource planning (ERP) systems took more
time than anticipated. Decoupling servers
and networks required a significant invest-
ment,as did outsourcing the payroll-related
processes and implementing new infra-
structure.
In many carve-outs, including the one
above, buyers do not even invest in a basic
level of IT due diligence that would pro-
vide critical insights into the current and
post-close state of the carve-out’s techno-
logy systems. For buyers that do perform
IT due diligence, the challenge is estimat-
ing the effort and cost of separating and
building these systems – the estimate is
usually too low, resulting in an expensive
11october 2015 operational excellence special 2015
INDIA ROUNDTABLEEXPERT COMMENTARY: McGLADREY
the business applications and their complex
integrations with other systems.
Turnover in key positions also adversely
affects the project’s success.A recent exam-
ple is a carve-out in the manufacturing
industry that included turnover at the
C-level (president and multiple CFOs), as
well as in the HR, supply chain, produc-
tion planning, product data management
and customer service functions. Maintain-
ing continuity and business process own-
ership on the core application implemen-
tation projects was not possible for many
functions.
APPLICATION MIGRATION/
IMPLEMENTATION
The obvious core application for the major-
ity of businesses is the finance and account-
ing platform and by extension,the full ERP
system.
Generally, this application must be
rebuilt from the ground up,because a direct
copy or forklift of the system is either not
technically feasible or not allowed by the
seller. The effort involved in building the
new finance and accounting functions are
greatly affected by the number of enti-
ties, countries, currencies and languages
involved.Even a small company can require
a complex implementation in a global
economy with its myriad local compliance
regulations.
The core systems running the busi-
ness generally contain business logic that
is propriety to the carved-out entity and
will require some degree of duplication to
maintain operations. These systems vary
widely by industry. In service businesses,
this takes the form of professional services
automation modules,sometimes called ser-
vices resource planning.For manufacturing, ››
Even a small
company
can require a
complex implementation
in a global economy
with its myriad local
compliance regulations
Jonathan Caforio
this may include manufacturing resource
planning and supply chain management.
These components are usually integrated to
address mission critical operations such as
product configuration, master production
scheduling, shop-floor control, warehouse
management and distribution.
Many businesses depend on electronic
data interchange (EDI) as an integral part
of their supply chain. EDI includes pur-
chase orders,shipping labels,advanced ship
notices and invoices.Reimplementation of
EDI requires contracts with a new EDI
value-added network and a specific build,
test and certification effort with all the
carved-out entity’s vendors, suppliers and
customers. The project timeline is often
highly dependent on when the customer
can test the new EDI transaction(s).
Reporting and business intelligence/
analytics is often pushed off until the end
of ERP projects. However, it represents
a significant cost and is almost always an
immediate issue after the ERP system goes
live.Rarely do“out of the box”reports meet
leaders’ expectations.These expectations
must be managed up front and invested in
to mitigate this risk.
It is important to negotiate and obtain
direct access to the existing business logic
during the transition. This intellectual
property is critical to running the new
business. Direct access will also uncover
additional applications that may be nec-
essary but are not discovered during IT
due diligence – for example, a customer
service voice response application that
retrieves data from the ERP system or
a time reporting system with complex
internal business rules.
Simple applications are also often over-
looked when initially estimating the
12 private equity international	 october 2015
INDIA ROUNDTABLEEXPERT COMMENTARY: McGLADREY
carve-out project.These include ERP
extensions for HR,tax,expense reimburse-
ment,the physical building security (badge)
system,and the company’s intranet and/or
document management systems.
INFRASTRUCTURE MIGRATION/
IMPLEMENTATION
Infrastructure projects – such as building
the new network, voice, server and sto-
rage environment – may seem straightfor-
ward. However, they’re often complicated
by the need to co-exist with the seller’s
network and access the seller’s applications
during the TSA period. Buyers also have
to comply with the seller’s security and
privacy policies and deal with supporting
a dual environment until all the applica-
tions and infrastructure are completely
built and tested.
The environment should be architected
with your investment thesis and specific
exit strategy in mind. Decisions on using
capex vs opex, cloud vs on-premise, sto-
rage and managed services can have a
Managing the transition requires the
full support and attention of senior leaders
to champion the effort and make difficult
decisions along the way.When their atten-
tion is diverted and decisions deferred,the
likelihood of churn on requirements and
the amount of unnecessary work during
the separation increases.
During the critical first few months of
the transition,the technology aspect of the
carve-out is just as important to success
as getting the newly independent business
started on the right footing, yet often the
executive team is completely distracted
with business plans and financial targets,
leaving the technology carve-out adrift.A
strong transition leader with direct C-level
relationships is essential.
In addition, it’s also important to
remember that people make the process.
In a carve-out situation,initial morale may
be low and people are stretched thin in
their new roles.They are most likely com-
pleting their day job while also working
on the mission critical carve-out project.
Investing in communications, training and
process documentation will save real money
in the long run.
Whether you are completing an IT
due diligence effort for a carve-out or are
attempting to put the right estimates in
place for the required investment,be aware
that you will not know everything you need
to know up front. Don’t underestimate
the distinct complexities of carve-outs
and, by extension, the costs. Budget for
the “known unknown” by leaving yourself
ample contingency for unplanned require-
ments common for all technology projects,
carve-out or not. n
When the
attention of
senior leaders is
diverted,the …amount
of unnecessary work
during the separation
increases
Jonathan Caforio
Jon Caforio is a principal in Technology and Management
Consulting at McGladrey.
wide range of implementation and ongo-
ing support costs.These decisions directly
affect EBITDA and the future value of the
company. Most IT due diligence efforts
are not scoped for contemplating these
nuances.When estimating post-close capital
expenditure, keep in mind that the new
entity may not be able to initially obtain
credit for leasing hardware. It will need to
be purchased outright.
Prior to the end of theTSA,a commonly
overlooked project is setting up the envi-
ronment management tools and processes.
Security will require specific software and
appliances,and must include a timely patch
management process. Monitoring, alert-
ing and reporting on the environment is
essential to being able to maintain a func-
tioning technology platform, and specific
approaches may be required to comply
with government and industry standards
(eg, HIPAA, PCI).
A rapid assessment of the IT landscape
pre-close can help determine the right-
sized infrastructure and ERP solution and
save a significantTSA expense.With plan-
ning, a $300 million manufacturing and
distribution arm carved out of a multi-
billion-dollar parent was able to project
its new infrastructure could be built in
just five months.
Thanks to this initial assessment and
upfront planning, theTSA could end seven
months ahead of schedule and save over
$2 million inTSA expense.
A FINAL WORD
Often, two of the most critical aspects of
a carve-out – transition management and
change management – are the first to be
cut from the budget or are given a low
priority.
››
13october 2015 operational excellence special 2015
COMPANY PROFILE: McGLADREY
HOW CAN YOU MAXIMISE THE
VALUE OF YOUR INVESTMENT?
Creating value and driving growth – all
while ensuring proper risk management
and controls.
McGladrey offers a complete suite of
customised solutions for any phase of, or
the entire transaction life cycle, to sup-
port your companies’ strategic goals.
Our approach creates fund-level value by
enhancing the enterprise value of indi-
vidual portfolio companies.
With our depth of solutions, national
capabilities and experience, we are able
to strategically combine our services and
apply them to provide maximum value at
any specific point in the life cycle.
PRE-CLOSE
•	 Financial due diligence
•	 Tax due diligence
•	 IT due diligence
•	 Operational due diligence
•	 Risk due diligence
Value created
•	 Increase leverage in the transaction
•	 Provide early identification of
improvement opportunities that drive
enterprise value
•	 Mitigate risk in the transaction
POST-CLOSE
•	 Merger integration and carve-out sup-
port
•	 IT and internal audit risk management
•	 Performance management
•	 Transition team development
•	 High-level financial and operational
analysis
•	 Detailed functional and operational
benchmarking and design of KPI
metrics
Value created
•	 Ensure timely integration to maximise
synergies
•	 Reduce the time and expense, while
mitigating risk of theTSA
•	 Identify areas of improvement, such
as personnel, operations, sales and
marketing and financial reporting
•	 Analyse and quantify value drivers in
the target company
•	 Implement a strategic overview of key
business segments and controls
•	 Develop a remediation road map for
integration
•	 Adjust pricing as a result of financial,
tax and technology due diligence
PORTFOLIO OPTIMISATION
•	 IT system selection and implementa-
tion
•	 Operational and supply chain optimi-
sation
•	 Process evaluation and improvement
•	 Shared service center implementation
•	 Security and privacy
Value created
•	 Help ensure appropriate financial
reporting covenants are followed
•	 Establish 30-, 60- and 100-day action
plans to measure against KPIs and
metrics
•	 Track the integration process
and confirm appropriate levels of
accountability
•	 Maximise economies of scale by
centralising business units and dupli-
cation
•	 Mitigate internal control deficiencies
•	 Determine sufficient working capital
PRE-DIVESTITURE READINESS
•	 Business valuation
•	 Sell-side due diligence
•	 Organisational structure optimisation
and implementation
•	 Compensation and benefit alignment
•	 Cultural alignment
•	 Key employee retention
Value created
•	 Evaluate contract compliance issues
or ongoing litigation
•	 Help ensure that financial processes
and controls are accurate
•	 Adequately address budgeting and
modeling,enterpriseriskmanagement,
security and internal audit strategies
•	 Optimise working capital by contain-
ing costs
•	 Confirm technology platforms and
infrastructure are performing to
standards
ABOUT MCGLADREY
McGladrey meets the needs of private
equity firms and their portfolio compa-
nies with integrated transaction advisory,
tax,audit and consulting services.With our
expertise in middle-market companies,we
offer a full range of technology, financial
and risk advisory services to help clients
optimise portfolio performance and
operational effectiveness. Private equity
firms investing in the middle market turn
to us because of this deep expertise and
an industry specialisation that aligns with
many firms’ portfolios.
Effective Oct.26,2015,McGladrey will
unite with fellow members of our global
network under the common brand name
RSM. McGladrey LLP is the leading US
provider of assurance, tax and consulting
services focused on the middle market,
with 8,000 professionals and associates
in 80 cities nationwide. McGladrey is a
licensed CPA firm.
800.274.3978
www.mcgladrey.com
Follow us: @mcgladreyPE
Member of the RSM network of indepen-
dent accounting,tax and consulting firms.
© 2015 McGladrey LLP.
All Rights Reserved
14 private equity international	 october 2015
MINORITY INVESTING
Majoring in minorities
What are the difficulties in driving value-creation
initiatives when you’re not the one behind the wheel?
Isobel Markham asks industry experts for advice
DOs AND DON’Ts
There are many positives about making
minority investments in growing businesses.
For starters, they tend to be less competi-
tive transactions. Many minority deals are
sourced independently, and are therefore
not brokered by investment banks.This also
means that the GP gets better access to the
management team and the portfolio com-
pany pre-deal.Vendors are often looking
for expertise as well as capital, and there’s
often a ‘natural’ fit with a certain GP. As
the buyers are not chosen on price alone,
it’s easier for GPs to avoid overpaying for
good assets.
“A good proportion of the deals that we
do come from our own origination rather
than from introductions from corporate
financiers,” says Rob Southern, a director
at UK firm Livingbridge, which predomi-
nantly makes minority investments. “We
can have a much more creative conversa-
tion with an existing management team
or a founder around the structure of the
balance sheet because we’re not seeking to
take majority ownership.”
What’s more,it’s no longer the case that
majority investments outperform minority
deals. Morgan Stanley Alternative Invest-
ment Partners analysed 215 deals – both
majority and minority – involving funds
in which it had a position, and found that
for deals entered into between 2008 and
2013 there was no significant performance
differential between majority and minority
investments.
“The ones that say, ‘I only want a majo-
rity interest,if I don’t get a majority I’m not
interested,’ I think they are missing out on
good opportunities,” says Antoon Schnei-
der,a partner at Boston Consulting Group
and author of the April 2015 study Private-
Equity Minority Investments:Can Less Be More?
“The data suggests that returns are at
least as good in minority deals, so you’re
just constraining yourself by saying, ‘I only
do majority, I only do control.’”
However,it has to be said that minority
investing isn’t suitable for every situation –
or every investor.You need to approach the
deal with a completely different mentality,
says Southern.
“[The way] we look at it,we’re a respon-
sible co-owner of this business,we need to
be helping this management team make the
right decisions about what it is that is the
right thing for the business to create value,
and we will seek to influence the agenda
such that that occurs,”Southern says.“That
influence is very often about our capability,
our competence, our expertise, and that’s
the right place for it to be, rather than our
equity holdings.”
1DO BE CLEAR ON WHAT YOU
BRING TO THE TABLE
“In a minority position, if you want to
add value at the operating level, there’s a
higher bar,”Warburg Pincus principal Peter
Deming told delegates at PEI’s Operating
Partners Forum Europe inApril.“You have
to prove well in advance that you can add
value, that whatever you bring to the table
can move the needle and is important for
management, because you obviously can’t
dictate those terms.”
Fellow panellist Southern agreed that
once operating partners get through the
door, they still need to prove their worth.
“We identify the interventions that are
going to be no-brainer easy wins as soon as
we possibly can,and that starts to build your
influence,” Southern told forum delegates.
“As a result of that influence you start to
assert a power base that isn’t around control
it’s around being the guys in the room that
Don’t let the
whole minority
thing get in
the way of making
the right decision
Rob Southern
15october 2015 operational excellence special 2015
MINORITY INVESTING
actually know how to grow this business
in the best way.”
2DON’T DISREGARD
MANAGEMENT’S VALUE
While investors should be clear on how they
can add value to a portfolio company, it’s
important to remember that founders and
management teams are bringing a wealth of
knowledge to the table too.Their opinions
on the next move and the end goal should
be heard respectfully.
“Recognise that the management team
that has grown a business has typically got
a very solid view about where the future
lies, and that needs to be dealt with with
respect,” Southern says.
Lewis Bantin,a partner in ECI Partners’
commercial team,the firm’s in-house opera-
tions team, agrees.
“Theyhaveamuchbetterentrepreneurial
senseofwhat’srelevant in the market,they’re
much closer to the customers,they’re much
closer to the product development,”Bantin
says,adding that instead of stifling the busi-
ness with bureaucracy, operating partners
are “there to help harness and channel the
energy that has created the business in the
first place”.
3DO SPEND TIME BUILDING
RELATIONSHIPS
It’s something we hear time and again:pri-
vate equity is all about people.Never is this
truer than in minority deals.
“A lot of the alarm bells that we would
have would be around the behaviour of the
people that we are going to be working
with,”says Southern.“Are they behaving in a
way that is consistent with delivering value
within the business? Are they seeking to
build a relationship with us? Are they being
honest about good news and bad news?”
GPs should invest significant time
during the due diligence phase to ascer-
tain that all parties are aligned on where
the business is going.
“In a minority deal it’s very important
to make sure that you have alignment with
the majority shareholder,” Schneider says.
“Also,if you don’t have the right to replace
management, it’s important that you are
convinced the CEO will be the kind of
person that wants your help and will take
advice from you and really listen,somebody
you believe you’ll have a constructive rela-
tionship with.”
4DON’T NEGLECT GETTING THE
RIGHT TERMS IN PLACE
“The only thing around a minority that we’ll
be careful on is that we have some legal
controls to fall back on,” says ECI investor
relations partner Jeremy Lytle.
What those legal rights look like will
vary from deal to deal, but typically they
will address issues such as board represen-
tation, the triggering of control rights in
the case of underperformance, controls
over compensation, bonuses and company
expenditure, and exit timing.
But,as Southern points out,as necessary
as these legal covers are, even in a majori-
ty situation if there comes a point where
you’re asserting your equity right, then
“things are already broken”.
“Thefactofthematterisifyou’reamajori-
tyinvestorandyou’returninguptotheboard
meetingandgoing,‘Well,I’mthemajorshare-
holder and I say this,’that’s not going to build
alignmentbetweenyouandthemanagement
team. You’ll only be asserting your majority
equity in a situation where things haven’t
worked out,that there is misalignment.”
5DO PICK YOUR BATTLES
Whether a majority or minority
investor, you will not always agree with
management. There will be frictions. But
these frictions can be creative, argues
Southern,generating debate that could ››
On message: delegates at
PEI’s Operating Partners Forum in April
16 private equity international	 october 2015
MINORITY INVESTING
LESS IS MORE
Source: The Boston Consulting Group
Minority deals by seven of the largest PE funds
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
8% 7% 10% 24% 29% 43% 32% 24% 24% 23% 24%
ultimately lead to the optimum outcome
for the business.
“You need to be very clear about the
times that you pick that you want to really
intervene, especially in those situations
where things aren’t quite working in the
way that you want them to,”Southern told
delegates at the forum.
This also goes back to recognising that
sometimes founders and management teams
really do know their own companies best.
“You debate and you put your best
case forward, but ultimately we’ll let the
management team run the business in the
direction they feel they want to run it,”
Deming told forum delegates. “Frankly
we’re honest with ourselves, they’re in the
business every single day operating,running
it, and so they should have a pretty good
view of which way to run it.”
6DON’T CHANGE YOUR VALUE-
ADD STRATEGY
When ECI takes a minority stake in a busi-
ness, the commercial team approaches its
tasks in exactly the same way as it does
when the firm acquires a majority interest.
“We’ll still run strategy sessions as a
team and try to prioritise what the big
issues are and help with those,”Bantin says.
“We don’t treat it any differently, we don’t
say, ‘We’re a minority and therefore we
won’t contribute as much time and effort.’”
Schneider agrees that GPs should use
their “normal toolkit”.
“Don’t start thinking,‘It’s a minority,and
therefore I’m not going to do my 100-day
plan,I’m not going to do all the good things
that I normally do operationally,’” he says.
“You should pick companies that would
be receptive to your normal way of adding
value,and then go ahead and add that value.”
Southern adds: “Don’t let the whole
minority thing get in the way of making
the right decision.”
7DO THINK ABOUT THE EXIT ON
THE WAY IN
At the Operating Partners Forum,Deming
told delegates that exit timing can often be
a point of disagreement.
“Exit timing always comes up,”Deming
said. “Part of exit timing might be do you
go public or do you hold on for longer and
think about a sale to a strategic? Do you
take it private? And sort of wrestling with
those questions is something that we often
debate a lot with our partners.”
Thinking about the exit on the way in,
Schneider says, is even more important
in minority deals than it is in majority
transactions.
“In a minority deal, it’s even more
important than usual to think about how
you’re going to exit and what the alignment
of interests will be at the time of exit,”
Schneider says.“How will you get fair value
if you want to sell but the other sharehol-
ders don’t?”
8DON’T ‘SETTLE’ FOR A MINORITY
STAKE
If a GP is evaluating a business on the
understanding that a majority stake is on
offer and then the vendor suddenly switches
to offering a minority stake, proceed with
caution.There’s a danger that the prerequi-
sites for a minority deal – such as minority
rights and clear alignment of incentives –
could be missing.
“Because it was envisaged to be a majori-
ty deal the GP normally would not have
considered these issues carefully,” Schnei-
der says.
It’s tough to turn your back when you’ve
fallen in love with a portfolio company,but
it’s often the wise choice.
“Sunk cost and time is exactly that,”
Schneider says. “The fact that you spent a
lot of time and effort and that it’s a really
good company is all fine, but in the end if
the prerequisites for a minority deal aren’t
there then you should walk away.” n
Southern: approach the deal with a different
mentality
››
%ofalldeals
18 private equity international	 october 2015
PEI Operational Excellence Awards 2015 	
Best in the business
Welcome to Private Equity International’s fourth
Operational Excellence Awards — our annual celebration
of the industry’s most inspirational value creation stories
from the last year. By Isobel Markham
INTRODUCTION
The days of buying a business,levera-
ging it to the hilt and selling it on two
or three years later at a hefty profit
are long gone.With growth rates in
developed – and many developing –
countries at rock bottom, GPs can’t
rely solely on macro trends and
market conditions to pull in stellar
returns. If you want to succeed in
private equity in 2015’s world, you
need to bring something else to the
table.
Adding value to a portfolio
company through true operational
change is an accomplishment often
talked about, but rarely demon-
strated.In recent years huge swathes
of the GP community have added
We asked GPs to submit any
investments either fully or partly
realised since June 2014 that they
felt were a particularly good example
of their ability to deliver operational
value as owners.
Entrants were asked to provide
specific details of the changes and the
initiatives they had undertaken,from
product development,to acquisition
activity, to supply chain improve-
ment,to management enhancement.
They were also asked to provide
tangible evidence of how these initia-
tives created value,whether in terms
of top-line sales growth,productivity
or capacity building.Impressive exit
multiples were clearly a plus,but the
main thing our judges were looking
for was some genuinely transforma-
tive work.
Entries were invited from three
regions –Americas,Asia-Pacific and
Europe, Middle East and Africa.
We then divided them up into four
distinct size categories, according
to the deal’s entry price – large
cap (greater than $500 million),
upper mid-market ($150 million-
$500 million), lower mid-market
($50 million-$150 million) and small
cap (less than $50 million).
Next, we convened a distin-
guished panel of judges in each of the
three regions.They were tasked with
analysing the short-listed entries,
debating their worth and reaching a
consensus on which represented the
best example of operational excel-
lence in each size category.
So what was it they were
looking for? For starters,something
operational capabilities to their arse-
nal. But is it being reflected in the
businesses they’re ultimately selling?
At a time when many investors
are looking to rationalise their GP
relationships, it’s never been more
important for firms to actually dem-
onstrate – and not just shout about
– their value creation credentials
if they want to stand out from the
crowd.
This is where our Operational
Excellence Awards come in. Now
in their fourth year, we introduced
these awards to try to answer a
question that’s become increasingly
important to LPs: who are the best
operators in the industry?
19october 2015 operational excellence special 2015
	 PEI Operational Excellence Awards 2015
WINNERS
AMERICAS
SMALL CAP
Blue Point Capital Partners —
Area Wide Protective
LOWER MID-MARKET
Sun Capital Partners — Point Blank
UPPER MID-MARKET
Gryphon Investors — Flagstone Foods
LARGE CAP
Oak Hill Capital Partners —
Dave & Buster’s Entertainment
ASIA-PACIFIC
SMALL CAP
Mekong Capital — Golden Gate
LOWER MID-MARKET
Headland Capital Partners —
Young Toys
UPPER MID-MARKET
Tokio Marine Capital —
Bushu Pharmaceuticals
LARGE CAP
CVC Capital Partners — HKBN
EMEA
SMALL CAP
Aurelius — Connectis
LOWER MID-MARKET
OpCapita — GAME Digital
UPPER MID-MARKET
Sun European Partners — DBApparel
LARGE CAP
Nordic Capital — Thule Group
far beyond a great exit multiple.“The
challenge of judging the Operational
Excellence Awards is that it is not
the Deal of the Year Awards,” said
EMEA judge Miles Graham. “Some
submissions had impressive returns,
but many of these reflected smart
market-timing calls by deal teams.”
Thomas Pütter, chairman and
chief executive of Ancora Finance,
agreed that the majority of the
entries demonstrated good growth
management.However,doing a great
job as a private equity investor does
not equate to effecting true opera-
tional change.
“Having a good business idea, a
vision to fill a gap in a market and
then doing so does not necessarily
mean that the execution of the plan
represents operational excellence,”
Pütter said.
Antoon Schneider,who leads The
Boston Consulting Group’s private
equity work in London,thought this
year’s batch included many strong
examples of operational excellence,
given that the majority of them were
held throughout the global financial
crisis.
“The entries were all of very high
quality,with a clear link between the
private equity firm’s support and the
value creation.This was particularly
impressive during a holding period
where many of these investments
were experiencing a downturn
period in the general economy,”
Schneider said. “I was looking for
portfolio companies that were
sailing against the headwinds or were
able to perform better than market
conditions. And then I was looking
for clear action from the private
equity firm that enabled that per-
formance, rather than just a great
management team.”
One example would be Nordic
Capital, which took the large cap
category in EMEA this year with
Swedish outdoor equipment maker
Thule Group. A business reliant on
discretionary spend acquired just
before the crisis hit meant that
Nordic was in for a tough ride, and
our judges were impressed with the
firm’s strong turnaround plan and
subsequent focus on strategically
repositioning the brand, arguably
making it more future-proof.
Once again we were delighted
by the calibre of the entries for our
Operational Excellence Awards.The
same goes for our judges,who had to
make some tough decisions.
“Last year there were some
slam-dunk winners but this time,
in most categories, there were
really hard decisions to be made,”
said Suvir Varma, a partner with
Bain & Company’s Southeast Asia
practice and a judge in the Asia-
Pacific region.
A warm congratulations to all of
this year’s winners, and to all those
firms who shared their value crea-
tion stories with us. We thoroughly
enjoyed poring over your remarkable
case studies, and we can’t wait to
hear more of your inspiring invest-
ment stories next year as private
equity firms continue to take opera-
tional excellence and future-proofing
to the next level. n
20 private equity international	 october 2015
PEI Operational Excellence Awards 2015 	
DOMINIC JEPHCOTT
VENDIGITAL
Americas
Asia-Pacific
Dominic Jephcott
is the founder of
Vendigital, a global
procurement and
supply chain con-
sultancy firm. He
founded Vendigital
after many years of
business manage-
ment within large, global corporations,
including 15 years of executive responsi-
bility. Jephcott is based in Hong Kong and
runs Vendigital’s Asia business.
PAUL FUHRMAN
EY
Paul Fuhrman is part-
ner at EYTransaction
Advisory Services,
specialising in pri-
vate equity value
creation.His practice
focuses on opera-
tional restructuring
and performance
improvement within portfolio companies.
Based in Boston, Fuhrman previously
served as senior vice-president at Celerant
Consulting for five years, and as president
and managing director of Americas at Col-
linson Grant for three years.
SUVIR VARMA
BAIN & CO
Suvir Varma is a part-
ner with Bain & Com-
pany’s Southeast
Asia practice and
leads the firm’s Asia-
Pacific private equity
and sovereign wealth
fund practice. He
is based in Singa-
pore. With nearly 20 years of relevant
experience in investment banking and
consulting, Varma has expertise across
a number of industries, including gov-
ernment, financial services, oil and gas,
industrial, consumer products and airlines.
MICHAEL MCKENNA
ALVAREZ & MARSAL
Michael McKenna is
a managing director
of Alvarez & Marsal’s
Private Equity Perfor-
mance Improvement
group. He works
with private equity
investors across the
transaction lifecycle
to identify and execute transactions, acce-
lerate portfolio company performance and
provide a smooth investment exit. His pri-
mary area of focus is finance operations,
driving improvements in working capital
management, accounting and treasury
operations, and reporting and analytics.
Before Alvarez & Marsal, McKenna was
senior manager at BearingPoint and prin-
cipal at Arthur Andersen.
IVO NAUMANN
MCKINSEY & COMPANY
Ivo Naumann is
a partner with
McKinsey & Com-
pany where he
leads the Recovery
and Transformation
Services practice
in Greater China.
Naumann has more
than 20 years of experience in supporting
shareholders and management to restruc-
ture and drastically improve performance
of underperforming businesses in Asia.
He has acted in multiple interim manage-
ment roles and served on various boards
of director for companies in China, Japan
and Southeast Asia.
Meet the judges
An influential panel
of industry experts
from across three
regions assessed the
relative merits of our
submissions
21october 2015 operational excellence special 2015
	 PEI Operational Excellence Awards 2015
STEVEN KAPLAN
UNIVERSITY OF CHICAGO BOOTH
Steven Neil Kaplan
is the Neubauer
family distinguished
service professor
of entrepreneur-
ship and finance
at the University of
Chicago’s Booth
School of Business.
His research focuses on private equity,
venture capital, entrepreneurial finance,
corporate governance and corporate
finance. He teaches advanced MBA and
executive courses at Booth and was
named by BusinessWeek as one of the top
12 business school teachers in the country.
Kaplan cofounded the entrepreneurship
program at Booth, helping start its busi-
ness plan competition known as the New
Venture Challenge.
THOMAS PÜTTER
ANCORA FINANCE GROUP
EMEA
Michael Murphy is
a managing direc-
tor with AlixPartners,
where he leads the
financial advisory ser-
vices and turnaround
& restructuring prac-
tice for the firm in the
Asia-Pacific region.
Murphy has 25 years of professional expe-
rienceinprovidingrestructuringandfinancial
consulting services, and specialises in con-
sulting engagements on behalf of investors
and boards of directors, as well as debt-
ors and creditors involved in turnarounds.
Murphyalsohasexpertiseinvariousfinancial
advisory services, such as due diligence.
Antoon Schneider
is a senior partner
at The Boston Con-
sulting Group (BCG)
and leads the Prin-
cipal Investors &
Private Equity prac-
tice in London. He
is a core member of
BCG’s Corporate Development practice.
He has advised leading principal inves-
tors and more than half of the 50 largest
private equity firms globally on a range
of deal sourcing, due diligence and firm
strategy projects. He has also worked with
their portfolio companies on numerous
100-day plans and operational improve-
ment projects, and has extensive expe-
rience in corporate strategy and M&A.
MILES GRAHAM
JOHN HARDY
Miles Graham is the
president and chief
operating officer of
jewellery brand John
Hardy. Previously, he
was a director and
head of active part-
nership at 3i Group,
where he oversaw
operational improvements across a $6 bil-
lion portfolio of 100 companies, which he
joined after five years at McKinsey & Com-
pany. He has worked as a chief executive
officer and a non-executive director for
several consumer and business services
companies.
LUDOVIC PHALIPPOU
UNIVERSITY OF OXFORD
Thomas Pütter is
chairman and chief
executive of Ancora
Finance Group,
which is involved in
a range of activities
in the consulting
and alternative asset
investment spheres.
He holds board and advisory positions with
a number of companies in both the private
and public sector. Until mid-2010, Pütter
was chairman of Allianz Capital Partners.
Ludovic Phalippou
is lecturer in finance
at the Saïd Business
School, University of
Oxford. He specia-
lises in private equity
funds and focuses
on issues such as
risk management,
liquidity and measurement of returns.
Phalippou’s research in this area has been
published in leading academic and prac-
titioner journals such as the Journal of
Finance, the Review of Financial Studies
and the Journal of Economic Perspectives.
ANTOON SCHNEIDER
BOSTON CONSULTING GROUP
MICHAEL MURPHY
ALIXPARTNERS
22 private equity international	 october 2015
PEI Operational Excellence Awards 2015 	 Americas
Blue Point Capital Partners:
AreaWide Protective
WINNER — SMALL CAP
When Blue Point acquired Area
Wide Protective (AWP) in 2008,the
Ohio business was a leading provider
of temporary traffic control services
used in maintenance or construction
projects.The private equity firm,also
Ohio-based, acquired the business
with equity from its $400 million
2006-vintage fund.
“Itwasatraditionalentrepreneur-
ial business with the entrepreneur
making all of the decisions,”said Sean
Ward,a partner at Blue Point Capital
Partners who led the transaction.
Managed from 12 offices in 13
states and a daily workforce of 650,
AWP had developed a solid reputa-
tion since its founding in 1992. But,
it was also leanly managed and had a
customerconcentrationissue,withits
largest client accounting for 38 per-
cent of its annual revenues, which
were derived from its operations in
theMidwestandMid-Atlanticregions.
Following the deal, Blue Point’s
growth plan for AWP included
executing a number of operational
improvements such as extensive
safety training, installing a profes-
sional management team,upgrading
the company’s financial reporting
systems and information technology.
Former Blue Point operating execu-
tive group member Dudley Sheffler
assisted with the plan along with
Rody Salas, appointed from Blue
Point’s operating executive group
to oversee the initiatives.
The firm also planned to grow
the business through M&A. In
November 2009,AWP acquired US
Traffic Technologies and expanded
its operations by opening new offices
across Alabama, Mississippi, Arkan-
sas, Oklahoma andTexas.
“Our whole focus was on two
things in the first five years of our
investment:maintaining the safety of
the motoring public,our customers
and employees; and meeting custo-
mers’ needs, while achieving local
and state regulatory compliance in
the areas whereAWP was working,”
Ward said.
“Ittookyearstomakesurethatwe
got the culture to the point where it
needed to be.”
In September 2012,the company
recruited former Roadway Express
vice-president John Sypek as presi-
dent and chief operating officer.
Sypek also brought on two outside
directors with utility experience.
“The combination of front-office
improvements to foster organic
expansion, back-office cost reduc-
tion and rigid control of spending
throughout the organisation resulted
in top line and bottom line improve-
ments,”said judge Michael McKenna,
a managing director of private equity
services at Alvarez & Marsal.
Under Blue Point’s stewardship,
the business grew to span 17 states
and employing more than 1,000 traf-
fic control specialists. Its EBITDA
grew to more than six times and its
revenues over three times since 2008.
Blue Point subsequently exitedAWP
throughitssaletoRiversideCompany
for undisclosed terms in June.
Judge Paul Fuhrman, a partner
at Ernst &Young, said under Blue
Point’s ownership:“AWP grew from
a regional player to three times the
size of the industry’s number two
player.” n
650
Employees
at time of
acquisition
in 2008
1,000
Employees
at time of sale
in June
AWP: revenues
have more than
tripled since 2008
23october 2015 operational excellence special 2015
Americas 	 PEI Operational Excellence Awards 2015
40.6%
IRR realised by
Sun Capital
Point Blank: the
New York Police
Department is a
customer
Sun Capital Partners:
Point Blank
WINNER — LOWER MID-MARKET
When Point Blank Enterprises was
acquired by Sun Capital Partners in
March 2010, it was posting yearly
losses of $4.9 million. This April
it announced an annual profit of
$24.1 million.
At the time, Point Blank was
formed through the merger of three
separate companies:Protective Prod-
uctsEnterprisesandPointBlankBody
Armor,which were acquired through
bankruptcyauctionsin2010and2011,
respectively,andParacleteArmorand
Equipmentin2011.Thethreecompa-
nies completed their merger in 2012
tocreatethelargestsoft-bodyarmour
company in the world.
“The transition from bankruptcy
to industry leader is an impressive
feat,” said Americas judge Michael
McKenna, a managing director at
Alvarez & Marsal. “[They] success-
fully installed new management to
create a single collaborative team
with lasting positive changes in the
company’s culture.”
After the merger Sun Capital
installed a new management team at
Florida-based Point Blank with a new
chief executive, Daniel Gaston, who
served as CEO of two other Sun Ca-
pital portfolio companies – Friction
Holdings and Raybestos PowerTrain.
Through a newly-created train-
ing programme on employee
competence and compliance, Point
Blank was able to foster a posi-
tive company culture that led to
improved internal operations.
“We do not shy away from busi-
nesses losing money,”said Sun Capi-
tal managing director Scott Edwards.
“It wasn’t a foreign concept to us to
look at businesses in bankruptcy,and
we saw the opportunity to transform
their potential into results.”
Indeed, about one-third of Sun
Capital’s portfolio companies were
losing money at time of acquisition,
Edwards said.
The re-engineering of its supply
chain cut material costs by 30 per-
cent, and equipment utilisation
and labour productivity went up
5 percent by streamlining its order
process and organising its pro-
duction process. The product
delivery times at Point Blank
were reduced from 60 to 21
days,which is considered“best in
class”,according to Ernst & Young
partner Paul Fuhrman.
With these improvements came
the capacity to expand Point Blank’s
product portfolio.It launched an in-
house infrastructure to make hard-
armour plates and an Alpha Elite
product series for law enforcement
in January 2014. Exclusive partner-
ships with other armour-related
accessories manufacturers were
developed to enhance cross-selling
opportunities to customers. The
NewYork Police Department pur-
chased Point Blank’s bulletproof
vests earlier this year, Edwards said.
Four months ago Sun Capital
completed its sale of Point Blank to
JLL Partners, with Sun Capital co-
chief executive Marc Leder saying:
“While at the outset these busi-
nesses faced significant challenges,
we saw huge potential and believed
that an operationally-focused stra-
tegy would enable the company to
achieve tremendous results in the
global market.”
With an IRR of 40.6 percent,Sun
Capital undoubtedly recognised the
potential for transformation in Point
Blank. n
24 private equity international	 october 2015
PEI Operational Excellence Awards 2015 	 Americas
Gryphon Investors: Flagstone Foods
WINNER — UPPER MID-MARKET
This year’s Americas upper mid-
market award goes to Gryphon
Investors, a buyout firm whose
brand name symbolises a legendary
creature that serves as a “guardian
and protector of hidden treasures –
a symbol of strength and vigilance”,
as the firm’s marketing tagline reads.
The California buyout firm is also
a builder of mid-market businesses,
as shown by the significant opera-
tional improvements it undertook
to create growth in Minnesota’s
Flagstone Foods during four years
of ownership.
Gryphon created the business in
2010 – the outcome of an effort to
invest in the private label healthy
snack foods category – through the
merger of two snack-food com-
panies: Ann’s House of Nuts and
American Importing Company.
The cobbling together of the two
family-owned businesses created
the largest private-label manufac-
turer of trail mix, snack nuts and
dried fruits in the US.
“The combination of a truly
exceptional, Gryphon-recruited
management team, our own inte-
grated operations and investment
team, and the two founder-owned
businesses entrusted to us resulted
in the creation of the leading healthy
snacks manufacturer in the country,”
said David Andrews,chief executive
and managing partner of Gryphon
Investors.
Gryphon did not waste time in
fortifying the company’s leadership
ranks.
Within six months of the deal’s
close, it had appointed Dennis
O’Brien, a former ConAgra retail
products president, to serve as its
lead operating partner, and tapped
ex-ConAgra Snack Foods president
Paul Lapadat to lead the company as
chief executive.
A team of five Gryphon profes-
sionals, including human capital
partner Dell Larcen, recruited
numerousotherseniorlevelmanagers
to round out its management team.
The growth plan included a
number of steps: develop better
snack food category management;
improve the merchandising of the
snack foods through innovating
packaging; and better placement of
the products within stores.
Flagstone’s management also
realised that they could manage
commodity costs better by directly
sourcing raw fruit and nut ingre-
dients.
“Growth was achieved through
more sophisticated merchandising
$396m
Revenues in
2010
$730m
Revenues at
time of sale
in 2014
Flagstone Foods:
workforce grew
from 562 to 1,365
and category management, and
innovative ‘first of its kind’packaging
concepts,”said judge Paul Fuhrman,
a partner at Ernst & Young.
As a result, Flagstone’s revenues
jumped 19.6 percent annually to
$730 million at the time of sale
from $396 million in 2010, while
its EBITDA grew at a compounded
yearly rate of 27.5 percent, from
$30 million to $69 million under
Gryphon’s ownership. Amid the
improved financial performance,
Flagstone’s executives also grew
their workforce from 562 in 2010
to 1,365.
Judge Steven Kaplan, professor
of entrepreneurship and finance at
the University of Chicago Booth
School of Business,characterised the
growth as “an impressive improve-
ment in sales and EBITDA”.
By 2014,Gryphon’s team decided
to realise the investment, launching
a dual-track M&A auction and ini-
tial public offering for the company.
They hired investment banking firms
Moelis & Company,Houlihan Lokey
and BMO Capital Markets to manage
the process.
An M&A trade sale won the day
when publicly-traded food retailer
TreeHouse Foods agreed to acquire
Flagstone for $860 million in June
2014, generating 50 percent IRR
and a 4.2x multiple for Gryphon.
“We are particularly proud of the
category-leading innovation, opera-
tional improvements and growth in
revenues, EBITDA and employees
Flagstone realised under our own-
ership,”Andrews said. n
25october 2015 operational excellence special 2015
Americas 	 PEI Operational Excellence Awards 2015
OakHill:Dave&Buster’s Entertainment
WINNER — LARGE CAP
Dave & Buster’s transformed from a
tired restaurant brand to a refreshed
household name thanks to Oak Hill
Capital Partners and its management
team.The private equity firm’s third
fund acquired Dave & Buster’s in
June 2010 from Wellspring Capital
for $570 million in total enterprise
value, including $236 million in
equity from Oak Hill.
“This is a company that we pro-
actively identified and sought out
the opportunity to acquire,” said
Oak Hill partner Kevin Mailender.
“We were able to have the chance to
meet with Dave & Buster’s and com-
plete the transaction in an exclusive
arrangement.”
Oak Hill has a lot of experience
in the retail and restaurant space,
Mailender said, and recognised that
Dave & Buster’s would benefit from
a more supportive macroeconomic
environment, but also had a signifi-
cant opportunity to unlock the full
power of its brand.
Under Oak Hill’s management,
headcount at the restaurant chain
grew from 7,400 employees at the
firm’s entry to more than 11,000
across 77 locations in the US and
Canada.
“The investment in Dave & Bus-
ter’sEntertainmentbyOakHillCapi-
tal Partners deserves recognition as
sustainable restaurant turnarounds
are challenging and uncommon,”said
judge Michael McKenna, managing
director at Alvarez & Marsal.
Oak Hill and Dave & Buster’s
increased same-store sales and
refreshed the Dave & Buster’s brand,
turning a decline into growth of
approximately 10 percent year-on-
year, as reported for the last three
quarters.
At the time of acquisition, Dave
& Buster’s had an adjusted EBITDA
of $84 million.It expects to generate
between $199 million and $203 mil-
lion in adjusted EBITDA for the fiscal
year 2015, and has outperformed
the industry benchmark – the
Knapp-Track index for comparable
restaurant same-store sales – for 13
consecutive quarters, according to
Mailender.
“When you dig further into
what’s behind that growth, I think
it gets more impressive,” Mailender
said.“Not only is it a very compelling
metric relative to the industry, but
also impressive when you consider
this is a 30-year brand generating
that growth.”
Steven Kaplan, professor at
Chicago Booth School of Business,
agreed that“refreshing,remodelling
and reorienting” is a difficult task
in the US, but the company turned
around to expand store count.
The firm also accelerated new
store openings from 4 percent unit
growth in fiscal year 2010 to 12 per-
cent in 2014, averaging more than
a 45 percent first-year return on
invested capital.
“This turnaround was achieved
within the intensely competitive
casual-dining segment of the market,
creating both top- and bottom-line
growth, while improving customer
service levels as measured by guest
experience scores,” said Ernst &
Young partner Paul Fuhrman.
After pulling out of an IPO in
2012,Oak Hill took Dave & Buster’s
public at $16 per share last October.
In February,the PE firm participated
in an offering of 6.6 million shares
at $29.50 per share and another in
June at $31.50 per share.
At the time of press,Dave & Bus-
ter’s stocks were trading at $42.71,
giving the restaurant chain a market
capitalisation of $1.76 billion.
“We believe in the future perfor-
mance of our businesses,”Mailender
said. “We thought IPO was the
most attractive path [for Dave &
Buster’s].” n
$84m
Adjusted
EBITDA at time
of acquisition
in 2010
$203m
Top end of
predicted
adjusted
EBITDA for
the fiscal
year 2015
Tasty turnaround:
Oak Hill and
Dave & Buster’s
reversed a sales
decline into
growth of around
10 percent year-
on-year
When you
dig further in
what’s behind
the growth,it
gets more impressive
Kevin Mailender
26 private equity international	 october 2015
Mekong Capital: Golden Gate
WINNER — SMALL CAP
Mekong Capital’s investment in Viet-
namese restaurant group Golden
Gate in April 2008 kickstarted a
transformation of what was then a
chain of eight high-end mushroom
hot-pot restaurants into a mid-
priced group boasting around 70
premises on exit in August 2014.
Post-acquisition,Chad Ovel,who
led the implementation team, said
the most crucial aspect was to agree
a plan with Golden Gate’s existing
management to focus on affordability
and scalability.
The most important metrics
decided upon were individual store
traffic growth and store expansion.
Key in Mekong Capital’s process
is to give portfolio companies access
to the relevant best practice opera-
tors across geographies.
Ovel told Private Equity Interna-
tional: “What we were consistently
doing was giving them access to
companies that had already gone
through that growth curve.It was not
about telling them what to do, but
about connecting them with industry
tough questions. It was really a case
of seeing is believing,” said Ovel.
A crucial KPI was same-store
sales growth. Ovel said some stores
had been experiencing a decline
in footfall, but by making sure the
management were incentivised to
grow it, a number of successful
marketing initiatives were launched.
“Trying to get the company to
own that goal took a lot of work,but
we started to see frequency of visits
improve and got them to think about
slowing the pace of expansion. This
is contrary to the experience in most
sectors including private equity,but
if you do it around sales growth, it
will help you continue to see positive
sales growth.”
A global expert in casual dining,
Joel Silverstein,enabled the group to
buy“the whole cow”;increasing the
yield of each cow to 90-95 percent
via special butchering techniques,
along with a recipe management
system and a lower average ticket
price at restaurants.
Once the store sales growth was
achieved the company went back to
a focus on store expansion,targeting
second tier Vietnamese cities. This
helped grow Golden Gate’s EBITDA
by 1.9x,and same store sales growth
from 2 percent to 9 percent between
2013Q1and2014Q2,resultinginan
estimated company value increase of
nearly three times in the 18 months
prior to exit.
A further sign of Mekong’s
future-proofing is that over the year
since exit, the group grew from 70
to 120 stores acrossVietnam. n
PEI Operational Excellence Awards 2015 	 Asia-Pacific
experts in the US and elsewhere.
“When we got them on a plane to
Hong Kong,or Tokyo,or Bangkok or
Shanghai, they would come back so
motivated to grow their own busi-
ness.”
Typically, the firm’s senior man-
agement would be taken away for
a full week and sat down with the
relevant manager in their respective
areas of the business.
“It could be a half day with the
central kitchen’s operations director,
and a half day with a finance director
for example. They could ask,‘How
do you create your bonus structure
or deal with the supply chain?’”
For Golden Gate’s chief execu-
tive, the visits led to what Ovel calls
a “pivotal moment” that completely
changed his outlook for the business.
Mekong Capital was also able
to leverage its GP and shareholder
network to introduce Golden Gate’s
management to best of class inter-
national restaurant groups.
“The hard part was getting
Golden Gate to come armed with
44.4%
Top line
revenue
growth over
hold period
37.8%
EBITDA growth
9.1x
Exit multiple
45.1%
IRR
Golden Gate:
same store sales
grew from
2 percent to
9 percent
between 2013
Q1 and 2014 Q2
28 private equity international	 october 2015
Headland Capital Partners:
Young Toys
WINNER — LOWER MID-MARKET
Before Headland Capital Part-
ners invested $53.4 million for a
96.5 percent stake in South Korean
toy manufacturer Young Toys in
December 2012, chief executive
Marcus Thompson admitted that
his firm had been sceptical.
The company was ranked fifth
among Korea’s toy manufacturing
brands and was facing severe margin
pressures in what was a very compe-
titive sector. Two factors persuaded
them to invest, however.
First, Thompson and his team
were attracted to the founder, who
they viewed as a “talented and pro-
fessional manager”, and, second, he
had bought in the use of animated
media to advertise the toy products.
Animation media in Korea is rela-
tively cheap,and good animation can
be executed at relatively low-cost in
the country.
Thompson told Private Equity
International that part of the foun-
der’s philosophy was that toys were
not just about the physical object,but
also the character that they created
in the child’s mind,so animation was
used creatively to that effect.
Headland’s team helped the group
refresh Young Toys’ offering. Until
then, all products had catered for
three- to six-year-olds, but toys
for older boys were also put on the
agenda. Adding a Confucian set of
values to some of the characters,
such as helping friends,looking after
grandparents or obeying parents,
were all aspects that would play well
within the regional market.
Thompson said that the group
opened up the equity to create an
options pool which allowed the firm
to bring in more talent from within
Korea.
“A PE-backed firm with equity on
the table is an attractive opportunity
and allowed the company to be more
entrepreneurial,” he said.
Three key hires were instrumen-
tal in the success story; a head of
international sales, a product mar-
keting manager and a CFO.
Thompson said a key challenge
to growth was having to withdraw
most of its toy production from
North Korea in a period of political
instability,but the company has been
able to diversify the manufacturing
base, with six new manufacturing
sites in China and Indonesia.
The next stage for its new owners
is to expand the group in China,
Thompson said.
At the time of the investment by
Headland’s Private Equity Fund 6,
Young Toys had 66 stock keeping
units (SKU) and a 2012 EBITDA of
$12 million. By the time the invest-
ment was fully exited in May 2015,
Young Toys had grown to 108 SKU
offerings with four toy brands and a
2014 EBITDA of $29 million.
In August 2013 and May 2014,
Headland recovered $23 million of its
investment cost as a result of a capital
reduction exercise by YoungToys and
inMay2015itsolditsshareholdingto
PAGAsiaCapitalforatotalconsidera-
tion of $151.4 million, representing
a gross investment multiple of 3.2x
and an IRR of 72.5 percent.
The judges were suitably
impressed, with Bain & Company’s
Suvir Varma describing it as an
“unbelievable operational excel-
lence story”.
He added: “A focused toy com-
pany with a small and narrow pro-
duct range upon entry, but with a
loyal customer base [grew to] 72
percent IRR, 6x EBITDA and 3.5x
revenues in three years. Headland
basically took a small company and
madethemthenationalmarketleader
in toys in three years. Amazing.” n
Young Toys:
‘Headland took
a small company
and made them
the national
leader’
PEI Operational Excellence Awards 2015 	 Asia-Pacific
3.2x
Multiple
72.5%
IRR
$12m
2012 EBITDA
$29m
2014 EBITDA
29october 2015 operational excellence special 2015
Tokio Marine Capital:
Bushu Pharmaceuticals
WINNER — UPPER MID-MARKET
WhenTokio Marine Capital (TMC)
acquired contract manufacturing
organisation (CMO) Bushu Phar-
maceuticals in March 2010 it was
a non-core business of Shionogi
Group, one of Japan’s leading new
drug manufacturers.
TMC already had previous
experience of investing in Japanese
healthcare firms such as generic
drugs manufacturer Showa Yakuhin
Kako and Japan Medical Data Centre,
and it saw Bushu as well placed to
grow its production and add foreign
pharmaceutical companies to its cus-
tomer base.
Bushu was ranked second in
Japan’s fast-expanding CMO market,
but TMC’s first priority post-acqui-
sition was investing to upgrade the
business to deal with this anticipated
growth in demand.
TMC president Koji Sasaski
told Private Equity International that
prior to the investment, Bushu had
merely been the factory, but post-
investment, there was a gradual
integration of the factory and the
business to create a renewed focus
on improving profitability.
Sasaki and a colleague were
assigned to work closely with the
company and monthly meetings
with Bushu’s senior management
were conducted.A number of core
staff members were also seconded
from Shionogi to Bushu and a new
compensation plan was put in place
to align interests.
Sasaki said that all the new pro-
jectsembarkeduponutilisedspecialist
consultants which helped to affect a
significant increase in production.
Projects included shortening pro-
duction lead-times, optimising and
streamlining staff assignment, and
reviewing flow lines in the plant.
Together these initiatives resulted
in an increase in productivity of
more than 10 percent during the
project’s first year and an additional
increase of over 20 percent in the
following year.
Bushu had previously used a core
sales team of just four people, but
Sasaki says that was“at least doubled”
under TMC’s stewardship.
As a Shionogi subsidiary, the
sales team’s main role had been to
maintain relationships with existing
customers,and because many leading
new drug manufacturers that com-
peted with Shionogi were reluctant
to do business with Bushu, creating
new business lines was a tough task.
After TMC acquired Bushu, its
new-found independence saw a
number of foreign new drug manu-
facturers show interest, allowing it
to expand its global presence with
a renewed focus on high-quality
products.
TMC also helped Bushu estab-
lish a new business strategy division,
hiring a specialist who had previously
worked alongside the president of
a foreign pharmaceutical manufac-
turer, as section head. Segregated
marketing strategies were estab-
lished for different customers and
the number of corporate customers
grew by about 30 percent in the five
years after the acquisition.
TMC conducted a refinancing of
its LBO loans to free-up equity to
acquire the Misato production plant
from Eisai in December 2013. This
gave Bushu a second production
plant, enabling it to triple annual
production capacity from 3.5 bil-
lion tablets to 10 billion.
Bushu became Japan’s number
one dedicated CMO company with
sales increasing from ¥10 billion
at the time of the investment (31
March 2010) to ¥26 billion as at
31 March 2015. EBITDA increased
from ¥1.6 billion to ¥6.5 billion over
the same period. n
Bushu: became
Japan’s leading
dedicated
contract
manufacturing
company
Asia-Pacific	 PEI Operational Excellence Awards 2015
6.0x
Exit multiple
45.7%
IRR
2.6x
Top line
revenue
growth
4.1x
EBITDA growth
30 private equity international	 october 2015
CVC Capital Partners: HKBN
WINNER — LARGE CAP
Hong Kong’s residential broadband
market is among the most competi-
tive in the world. It was a market
which CVC grabbed by the horns
after its 100 percent buyout of Hong
Kong Broadband from City Telecom
(HK) for HK$5 billion ($645 mil-
lion; €578 million) in May 2012.
The judges were impressed by
CVC’s success in tapping significant
resources from its global teams to
boost performance and add value
across a range of the company’s divi-
sions, from its operations team to its
global TMT team,and from its finan-
cing team to its capital markets team.
CVC’s Alvin Lam, who led the
implementation plan, says his firm
inheritedastrongmanagementteam,
butonethathadbeenbunkereddown,
scrapping for market share against
larger rival Hong Kong Telecom.
CVC’s initial value creation plan
targetedthefirm’saveragerevenueper
mobilecommunicationuser(ARPU).
“[Previously], the firm had had
to compete purely on price, but
with AlixPartners, HKBN identified
thesmalloffice/homeofficeandsmall
and medium enterprise sectors as the
potentially most attractive.
Withastrengtheningofthemana-
gement of HKBN’s Enterprise Solu-
tions team,CVC was able to develop
new products such as cloud services
to focus on this particular market.
The acquisition of Hong Kong
Wi-Fi network Y5Zone in January
2013,after a joint HKBN/CVC due
diligence and negotiation process,
allowed HKBN to not only prevent a
competitor from buying one of only
two Hong Kong Wi-Fi networks,but
also to win a major corporate con-
tract with Ocean Park to launch a
Wi-Fi service and mobile apps.
“The acquisition of the Wi-Fi
company was seemingly well-
executed and strategically sound,”
Jephcott added.
Other initiatives included boos-
ting the efficiency of the Guangzhou
call centre, which began with a visit
to CVC’s Philippines-based portfolio
company, call centre specialist SPi
Global, and an early key hire of a
new CIO who helped develop a long-
term IT strategy.
Thisidentifiedareasthathadmade
SPi Global over 20 percent more
productive than HKBN’s agents and
allowed HKBN to focus on improving
those areas.The upshot was revenue
and EBITDA growth of 8 percent
and 14 percent respectively under
CVC’s stewardship,and the success-
ful IPO of HKBN in March 2015
yielded a 3.6x multiple and a 58
percent IRR. n
PEI Operational Excellence Awards 2015 	 Asia-Pacific
we made that a more segregated
approach to improve the ARPU,”
Lam said.
CVC had worked with HKBN’s
marketing team to segment the cus-
tomer base by demographics and
broadband usage patterns.
This allowed HKBN to develop
several bundles targeting the differ-
ingcustomersegmentsandtheupshot
was a monthly residential ARPU
increase from HK$155 in August
2012 to HK$184 in February 2015.
Significantly, over the time
period, monthly customer churn
rate was kept well below 1 percent.
Dominic Jephcott, chief execu-
tive of Vendigital and one of the
judges, was impressed by CVC’s ini-
tial focus on growing the top line
through that segmentation.
“It gave useful insight that was
acted on to increase ARPU,”he said.
CVC also helped grow the com-
pany’s customer base beyond its
residential roots into the competitive
corporate business sector.By working
14%
EBITDA growth
of HKBN
under CVC’s
stewardship
3.6x
Exit multiple
realised
by CVC on
HKBN’s
flotation
58%
IRR realised
on flotation
Making a splash:
HKBN grew its
customer base
beyond its
residential roots
into the corporate
business sector
FOR MORE INFORMATION, VISIT THE PEI BOOKSTORE:
www.privateequityinternational.com/bookstore
OVER 40 TITLES COVERING FOUR
ALTERNATIVE ASSET CLASSES
PEI BOOKS | PEI eBOOKS
Free sample content available
for each title online
Highly practical, incisive
and topical resources
Featuring contributions by up to
40 industry experts
Full of unique and compelling
expert intelligence
STORE
32 private equity international	 october 2015
PEI Operational Excellence Awards 2015 	 EMEA
Aurelius: Connectis
WINNER — SMALL CAP
Switzerland-based ICT company
Connectis was generating revenues
of SFr73.3 million (€66.8 mil-
lion; $75 million) and EBITDA of
SFr500,000 when it was acquired by
Germany-listed investment company
Aurelius in 2008,in a deal valuing the
business at €1.7 million.
Fast-forward six years and Aure-
lius was selling Connectis to strate-
gic investor SPIE Group,a European
multi-service provider in the fields
of electronics and information tech-
nology, mechanical engineering and
building services, in a deal valuing
the business at SFr48 million.During
the hold period Aurelius had boosted
revenues 87 percent to SFr144.5
million, grown EBITDA to SFr9.1
million, and increased employee
numbers from 220 at entry to more
than 300.
“Eighty-seven percent revenue
growth translated into 18 times
EBITDA growth and only 40 per-
cent increase in personnel speaks for
operational excellence,” said judge
Thomas Pütter.
Aurelius acquired Connectis from
Swiss Sunrise Group, and the firm’s
specialist operational team immedia-
tely set about developing a business
strategy, which included supporting
both organic and acquisitive growth.
Aurelius’ Matthias Täubl led the
team, becoming chief executive
to lead the turnaround alongside
management. Aurelius appointed a
group of operational specialists from
its “task force”, a team of more than
35 Aurelius employees who work
in addition to the deal team. This
“The operational focus is evi-
denced by the full-time appointment
of an Aurelius partner as CEO and
the application of different opera-
tional specialists at different points
in time to respective tasks in the
company,” Pütter added. “Busi-
ness innovation, personnel changes
and supply chain improvements all
combined to bring about the turna-
round.”
At the time of exit Connectis had
grown to the second largest ICT pro-
vider in Switzerland,offering its cus-
tomers solutions for secure networks
and applications in voice, data and
video communications, along with
unified communications and work-
space management services.The sale
provided Aurelius with a staggering
return on investment of 25.7x.
“This was my clear winner in the
category both because of the size of
the transformation and the clear
involvement of the fund,” Graham
said. n
meant that the right expertise was
applied throughout the investment
period as the business grew.
“I assumed that maybe there had
been a stellar CEO – but to see that
one of Aurelius’ operating team had
stepped in to run the turnaround
as CEO, it’s clear that this wasn’t a
firm trying to take credit for mana-
gement’s hard work,” judge Miles
Graham said.
Aurelius also brought in further
members of its task force in part-
time roles throughout the invest-
ment period to support the team
already in place.
On the organic growth side,
Aurelius helped Connectis expand
its product portfolio toward higher
margin solutions, including shifting
from a low profitability, one-time
re-sale business to a recurring ser-
vice business of long-term contracts.
Aurelius helped to drive innovation
within the business, making stra-
tegic personnel appointments and
improving efficiencies in the supply
chain.
Aurelius also provided acquisition
financing and operational support for
Connectis’ buy-and-build strategy.
Deals completed under Aurelius’
ownership included: the acquisition
of Telindus in 2009, through which
Connectis took over Telindus CH’s
employees and clients; the takeover
of Grouptex in 2011; the acquisi-
tion and integration of Getronics
Switzerland; and the acquisition of
NEC Unified Communications in
Switzerland,which was subsequently
rebranded to Softix.
25.7x
Return multiple
5th
Player in Swiss
market at entry
2nd
Player in Swiss
market at exit
SFr0.5m
EBITDA on
entry
SFr9.1m
EBITDA on exit
Connectis: sale
provided Aurelius
with a return
on investment
of 25.7x
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  • 1. October 2015 privateequityinternational.com Sponsors: Cinven Humatica McGladrey OPERATIONAL EXCELLENCE SPECIAL 2015 A PEI supplement Finding the perfect model Mastering minority stakes Big data to chew over A warning for GPs ...and more
  • 2. AVAILABLE NOW Order your copy of this essential title today: London: +44 (0) 20 7566 5444 New York: +1 212 633 1073 Hong Kong: +852 2153 3210 customerservices@peimedia.com privateequityinternational.com/op2 THE OPERATING PARTNER IN PRIVATE EQUITY Advanced strategies for value creators CONTENT HIGHLIGHTS: • Dan Colbert discusses how The Riverside Company built and refined its operating approach with key lessons for achieving success. • Scott Glickman, Dan Soroka and Sara Boyd of Graham Partners outline a programme for proactively identifying and reducing business model risks. • Mark Gillett of Silver Lake Partners and David Moss,an independent adviser,provide a framework for assessing and implementing transformational versus incremental change. • Sandy Ogg of The Blackstone Group, proposes three action points for ensuring the portfolio company CEO search and selection process is successful. • Matt Sondag of West Monroe Partners provides useful tips for how to select and optimise the emerging role of the IT operating partner. …plus much more VOLUME 2 SPECIAL OFFER TO SUBSCRIBERS: Order your copy today quoting SUBBK15 and receive a 15% discount SAMPLE CONTENT AVAILABLE ONLINE
  • 3. 1october 2015 operational excellence special 2015 Changing values Welcome to our fourth annual Operational ExcellenceAwards Special, and while we’re at it,our heartiest congratulations to all 12 win- ners revealed within it.This is the publication where we collect and celebrate the very best stories of private equity value creation from across the globe. It reveals how GPs added transformational value to the companies they bought,and then, in the very best cases, future-proofed them before they were sent off, better equipped to deal with the vagaries of a rapidly changing world. Theme sound familiar? Well it should. At the risk of being repetitive,operational excel- lence should lie at the heart of the private equity proposition. The days of buying a firm, leveraging it to the hilt and then selling it on at a huge multiple for relatively little effort are (hopefully) long gone.The global financial crisis should have put paid to that particular business model. We hope you will forgive us for stressing the point once again, (p. 4), but in an ever more competitive business environment,there really is no time like the present to showcase the skills that make your firm really stand out from the crowd. For all our awards entrants, not just the winners,we say thank you.We appreciate that filling out often intricately-detailed timelines and collating a disparate set of metrics takes time.We certainly appreciated that fact when we sifted through every single one of them. We received a very healthy selection of awards entries from GPs in the Americas, EMEA andAsia-Pacific regions, and what was particularly encouraging was that our battle- hardened panel of 11 expert judges told us they had found it genuinely tough to select the winning entries in each of the categories. That is testament to those GPs out there that demonstrated to us that they achieved true operational excellence for their portfolio companies. Of course,there are a number of operating partner models out there that GPs can deploy, but as our feature on p.8 points out,whichever one is chosen, transparency and open, honest dialogue between the GP,its investors and the portfolio company management team is para- mount to its success. And if your operating partner model involves working as a minority partner, our feature on p. 14 examines the intricacies of trying to drive the value-creation process, even when you are not the one behind the company wheel. We have examples of a number of just such successful partnerships within this special sup- plement, and while there is nothing wrong with trumpeting their success,as hopefully we do within these pages, no GP can ever afford to rest on its laurels. Against a fast-changing backdrop of dis- ruptive technology and with ever greater competition for LP assets, continuing to be able to diversify and differentiate your offer should be front and centre for every GP. Our awards supplement reveals a number of GPs that are doing just this, because standing still is simply not an option in today’s world. Enjoy the supplement, Matthew Goodburn ISSN 1474–8800 OCTOBER 2015 e: matthew.g@peimedia.com MATTHEW GOODBURN EDITOR'S LETTER Editor Matthew Goodburn Tel: +44 20 7566 5438 matthew.g@peimedia.com Senior Reporters Kelly Holman Tel: +1 646 795 3278 kelly.h@peimedia.com Isobel Markham Tel: +44 207 167 2032 isobel.m@peimedia.com Staff Writer Annabelle Ju Tel: +1 646 380 6194 annabelle.j@peimedia.com Web Editor Victoria Robson Tel: +44 207 566 5463 victoria.r@peimedia.com Contributor David Turner Production Editor Mike Simlett Tel: +44 20 7566 5457 mike.s@peimedia.com Production and Design Manager Miriam Vysna Tel: +44 20 7566 5433 miriam.v@peimedia.com Head of Advertising Alistair Robinson Tel: +44 20 7566 5454 alistair.r@peimedia.com Subscriptions and Reprints Andre Anderson, +1 646 545 6296 andre.a@peimedia.com Jack Griffiths, +44 207 566 5468 jack.g@peimedia.com Brix Sumagaysay, +852 2153 3140 brix.s@peimedia.com For subscription information visit www.privateequityinternational.com. Group Managing Editor Amanda Janis Tel: +44 207 566 4270 amanda.j@peimedia.com Editorial Director Philip Borel Tel: +44 207 566 5434 philip.b@peimedia.com Director of Research & Analytics Dan Gunner, dan.g@peimedia.com Publishing Director Paul McLean, paul.m@peimedia.com Group Managing Director Tim McLoughlin, tim.m@peimedia.com Managing Director — Americas Colm Gilmore, colm.g@peimedia.com Managing Director — Asia Chris Petersen, chris.p@peimedia.com Co-founders David Hawkins, david.h@peimedia.com Richard O’Donohoe, richard.o@peimedia.com
  • 4. 2 private equity international october 2015 CONTENTS NEW YORK 16 West 46th Street, 4th Floor New York NY 10036-4503 +1 212 633 1919 Fax: +1 212 633 2904 LONDON 140 London Wall London EC2Y 5DN +44 20 7566 5444 Fax: +44 20 7566 5455 HONG KONG 14/F, Onfem Tower 29 Wyndham Street Central, Hong Kong +852 2153 3240 Fax: +852 2110 0372 Private Equity International is published 10 times a year by PEI. To find out more about PEI please visit: www.thisisPEI.com PRINTED BY Hobbs the Printers Ltd www.hobbs.uk.com ISSN 1474–8800 © PEI 2015 No statement in this magazine is to be construed as a recommendation to buy or sell securities. Neither this publication nor any part of it may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying, recording, or by any information storage or retrieval system, without the prior permission of the publisher. Whilst every effort has been made to ensure its accuracy, the publisher and contributors accept no responsibility for the accuracy of the content in this magazine. Readers should also be aware that external contributors may represent firms that may have an interest in companies and/or their securities mentioned in their contributions herein. Cancellation policy: you can cancel your subscription at any time during the first three months of subscribing and you will receive a refund of 70 percent of the total annual subscription fee. Thereafter, no refund is available. Any cancellation request needs to be sent in writing [fax, mail or email] to the subscriptions departments in either our London or New York offices. Paper from responsible sources FSC® C020438 MIX ® 4 Overview If GPs want to attract investors they should be pushing the boundaries of value creation 8 Choosing the right fit Investors can adapt to most models, as long as they work and there’s transparency around remuneration 10 Expert commentary: McGladrey Due diligence is the tip of the iceberg. Investments in technology are severely underestimated, says Jonathan Caforio 14 Minority investing How do you drive operational value when you’re not behind the wheel? 36 Big data The pros and cons of unleashing more computer firepower 38 Keynote interview: Humatica In overlooking soft factors GPs are missing out on a crucial and lucrative lever, says Andros Payne 40 Harbinger of change The private equity industry needs to start justifying its existence, warns EQT managing partner Thomas von Koch 42 Keynote interview: Cinven With its ‘toolkit’ approach to developing businesses, Cinven can take the uncertainty out of overseas expansion 44 Procurement excellence How Doughty Hanson made a medical breakthrough with Spanish healthcare company Hospitales Quirón 46 The anonymous CEO So what’s it like to be owned by a private equity firm? We spoke to one chief executive about his experiences 48 Data Room A snapshot of the operational improvement and value creation across Asia-Pacific OPERATIONAL EXCELLENCE SPECIAL 2015 4436 17 Cover image: sigur / Shutterstock.com 18 Introduction and honour roll 20 Meet the judges 22 Americas 26 Asia-Pacific 32 EMEA
  • 5. Culture is important, but how do you measure and manage it? Humatica works with leading private equity investors and their portfolio companies to make high-impact changes in the way they are organised and managed. Our hard-facts approach enables leaders to dispel complacency and unlock the value of their business. Delivering a performance culture
  • 6. 4 private equity international october 2015 OVERVIEW Pushing the boundaries For GPs hoping to attract investors to their funds, value-creation capabilities are no longer optional.However, adding expertise is not the end of the story — GPs should be pushing value creation into new frontiers, writes Isobel Markham OPERATIONAL EXCELLENCE Looking across today’s private equity land- scape you would be hard pushed to find a firm that did not make any mention of operational capabilities in their value crea- tion manifesto. “Everyone today,at least on the surface, proffers some operational capability,” says Graeme Gunn, a partner at SL Capital in Edinburgh. John Gripton, a managing director and chairman of the global investment commit- tee at Capital Dynamics,sees a vast change in the last decade, spurred by a tougher environment for investing. “It’s gradually improved and there has been much more focused on operational work, especially as growth has been much more difficult to achieve. Managers are looking to maintain the level of return for limited partners and clearly their carry also depends on it,” he says. “If you are going to grow a company – and growth is essential if you’re going to make the returns we’re looking for – then I think a private equity manager has to have that expertise to offer the management of a company,so that they can work with them and move the business forward.” In August, EQT closed its seventh buyout fund on its €6.75 billion hard-cap. Christian Sinding, a partner and head of equity at the firm, says EQT’s so-called “industrial” approach to private equity, focusing on long-term growth and deve- lopment of companies,is a key selling point to investors. According to the firm, almost all of the return on EQT’s investments is attribut- able to operational improvements such as increased sales and efficiency gains. “Investors are looking for a value crea- tion model that is replicable, that you can explain and that makes sense,”Sinding says, adding that the era of hands-off private equity is over. “There is too much at stake for you to just be able to leave the company there to fend for itself,” he says. WORKING HARDER In today’s post-crisis world, the combina- tion of low growth and high prices means “there’s no free lunch”, says Francesco di Valmarana, a partner at Pantheon focused on European primary and secondary investments. Some element of operational capability is a “must-have”. “The companies that are able to be bought by private equity firms today at a price that is interesting de facto come with requirements for heavy lifting, either internally or externally, in terms of assis- ting with sales and distribution and market penetration for instance,”di Valmarana says. Gunn also refers to operational capabili- ties as a must-have,pointing out that private equity firms need to work their companies harder than ever to create solid returns. “If you’re looking for a weighting, I would say it’s as important as a group’s track record for us, that they can demonstrate a real operational capability,” Gunn says. Investors are looking for a value creation model that is replicable, that you can explain and that makes sense Christian Sinding ››Gripton: more focus on operational work
  • 7.
  • 8. 6 private equity international october 2015 OVERVIEW “It’s all very well in an upcycle; you buy something,sell it for a bigger multiple, and everybody’s happy. But the real proof has been around when things get tougher for the company and for sectors as a whole, how does that business respond? Does the operational work that the manager has instigated in its portfolio really allow the fund to be able to achieve good returns even in a down cycle?” Operational capabilities are not just attractive to investors;management teams also look for backers that are going to pro- vide the best value-add, says Gripton. “If you’re the management team of the company and you’re able to influence which private equity manager you’re going to part- ner with for a buyout, then you’re going to look at a manager who has demonstrated they can support companies to generate growth. You don’t want a manager who is just involved in cost-cutting.” THE NEXT PHASE With investors seeking to consolidate their manager relationships,the pressure on GPs to differentiate themselves is increasing.Just adding operating partners to a team is no longer enough; along with incorporating operational capabilities, managers need to show that they’re pushing these capabilities to the next level. “The one area that we are pushing people on a bit is there’s a lot of disruptive business models out there now, the Ubers the Airbnbs,” says Gunn. “We have seen a few funds focusing on this, bringing in strategic people on deals to ask, ‘Is there a disruptive technology here that’s going to kill my company in three to five years?’ We’re interested in that as a concept and as an investor.” At the Operating Partners Forum Europe in London inApril,EQT managing partner Thomas von Koch told delegates that thanks to these disruptive technologies and business models he’s “not sleeping too well at night”. “The world is changing now. And I’m too old to see it,” Von Koch said,citing the example of EQT portfolio company Scan- dic, a hotel chain in the Nordics, which has seen its top line come under threat from online accommodation booking site Booking.com.The firm has since brought a number of experts in disruptive technolo- gies into its network of industrial advisers. “They see it, and all the guys around them see it,” Von Koch said. “That’s actu- ally a necessity for us to succeed in the future. Paranoia, unfortunately, is one of the first things we have on the top of our whiteboard.” Another strategy that interests SL Capi- tal is European funds establishing networks in Asia to help grow and expand their port- folio companies. “They’re creating relationships with an individual or establishing a small group of their own in China, or Singapore, to pro- vide access for their companies into the region. We think that is another opera- tional effectiveness point that can be quite interesting,” Gunn says.“We’re seeing this moving into the mid-market groups as well, where they’re building relationships for their companies, to source, manufacture or sell there.” PROVING THE PUDDING Private Equity International’s Operational Excellence Special is an opportunity to celebrate those firms that create true value in their portfolio companies, who contribute to the societies in which they operate by building stronger, more sus- tainable businesses. But this celebration shouldn’t be limited to once a year; firms ›› One thing we all can do in the private equity industry is demonstrate the results of this operational excellence Francesco di Valmarana Di Valmarana: there’s no free lunch
  • 9. 7october 2015 operational excellence special 2015 that are making a real difference need to do their part for the industry and shout about it, says di Valmarana. “One thing we all can do in the pri- vate equity industry is demonstrate the results of this operational excellence,” he says. “Show to the broader market those companies that had 200 employees and a 10 percent EBITDA margin when pri- vate equity invested, but when the private equity firm exited had 400 employees and a 30 percent EBITDA margin.” REPUTATION Von Koch, long an advocate of greater transparency in the industry, has called on several occasions – including at this year’s Operating Partners Forum Europe – for the industry to reflect on why it historically has had such a poor reputation. GPs have the means to refute this, and they owe it to the industry to do so. Di Valmarana echoes these sentiments: “My constant frustration is that we as an industry don’t do enough and are not very good at convincing the world at large that aside from a few bad apples, most of these private equity firms really are creating employment and improving the companies and doing a good thing, and they’re taking the risk for doing it.” Last year Von Koch told attendees at the European Private Equity and Venture Capital Association conference in Vienna that there’s nowhere to hide, and he was right. Today’s private equity world is older and wiser. Just providing great returns to investors is no longer enough. The focus is – and should be – shifting to the way those returns are created. If you have a great private equity value creation story to tell, then tell it.Your industry needs you. n The real proof has been around when things get tougher for the company and for sectors as a whole,how does that business respond? Graeme Gunn
  • 10. 8 private equity international october 2015 OPERATING MODELS Choosing the right fit When it comes to operational expertise,investors can get comfortable with almost any model out there,as long as there’s transparency around remuneration — and proof that the method actually works.By Isobel Markham STRATEGY There’s no question that the GP commu- nity has made huge strides incorporating operational capabilities into their teams. Quite how they choose to incorporate those capabilities varies widely from manager to manager, based on myriad factors related to investment strategy. ECI Partners’ commercial team, its in- house operations team, gets involved with transactionsduringtheduediligenceprocess, buildinga relationshipwithmanagementup front.The team is remunerated through the carry structure of the whole fund. Each member of the team of four takes responsibility for up to five businesses at a time from the pre-deal phase until the exit, taking on projects within the business itself. “We see an advantage in being able to facilitate getting more things to happen, faster,” says Lewis Bantin, who heads the commercial team. “We see an advantage in being able to understand what’s really happening within the business as well, to understand how to help.” ECI’s approach,Bantin says,has“proved to be a competitive differentiator” for the firm when negotiating deals. At Apax Partners, the in-house opera- tional excellence group has also helped the firm win deals. “Frequently, we can differentiate our- selves in a process and help identify or create investment angles,”says partner Seth Brody, the team’s head. Apax’s team of 13 are also remunerated through the carry structure of the fund. However, instead of running a generalist model, the team is functionally oriented, focusing on seven “vertical practice areas” – digital acceleration, analytics and big data, portfolio efficiency, information technology,100-day execution,change and transformation, and ESG. Instead of having a specific operating partner assigned to a portfolio company, one member of the team will lead the work on a particular company,with others step- ping in on a project-specific basis. “Our view is that we should engage wherever we can have the biggest impact on driving tangible equity value,”Brody says. EQT, on the other hand, makes a point of avoiding operating partners. “We believe that having operating partners is quite a challenging model,” says ChristianSinding,partnerandheadofequity. Firstly, Sinding says, it can be difficult to get good co-operation from the com- pany’s management team if the investor is forcing it to work with a certain person. It can also cause conflict within the private equity firm itself. “There can be a tendency to have an A team and a B team internally,where the deal makers become the A team and the opera- ting partners become the B team,” he says. Instead, EQT appoints a board chair from among its network of industrial advi- sers to help guide the management team. These industrial advisers earn a retainer, and will be invited to invest both directly into the portfolio company and the EQT funds. “We are good at learning about our busi- nesses very quickly,but we’ll never know as much as someone who’s an expert already,” Sinding says. PERFECT FIT Although some LPs will admit to having preferred operating models, the majority agree that when it comes down to it, GPs need to choose the model that’s the right fit for them. “Clearly we want to select those groups Sinding: having operating partners is a challenging model
  • 11. 9october 2015 operational excellence special 2015 OPERATING MODELS who have a model that works for them, their portfolio companies and manage- ment,” says Graeme Gunn, a partner at SL Capital. “There is no one correct model and it needs to be adapted and integrated seamlessly into the organisation.” Francesco di Valmarana, a partner at Pantheon focused on European primary and secondary investments,sees significant variation in operational interventions depending on the investment strategy. “If it’s a turnaround-oriented firm then the operational experience is going to be fixing a balance sheet, it’s going to be putting a tough senior manager in there to take care of the HR issues in the firm, and it might only be a little bit of sales force management or operational excellence etc., because that’s not what needs to be done to the company at that time,” he says. Secondary and tertiary buyouts often already have KPIs and performance indica- tors in place,and are likely to require more specialist interventions,such as working on rationalising supply chains following a buy- and-build strategy. “There is no cookie-cutter approach to this,” di Valmarana says. “We have to sit down with the GP and understand:what is their kind of deal? And then, what kind of operational approach do they bring to it?” CONCRETE PROOF However, talking the talk is not enough. LPs want to see concrete proof that a GP’s operational capabilities contribute to building a better business – and delivering a higher return. “You can put anything down on paper,” di Valmarana says. “What you look for is evidence in the existing portfolio that there has been an operational engagement which is coherent with the investment thesis.” As part of his assessment of a GP’s oper- ational capabilities, John Gripton, a man- aging director and chairman of the global investment committee at Capital Dynamics, looks at the background and composition of the team to assess its relative strength in each sector. “We’re actually looking at the perfor- mance of the manager not just overall but looking at each individual sector and the way that returns have been achieved,” Gripton says. Gripton wants to know that the opera- tional value-add is not only effective, but also repeatable. “We’re looking for consistency,”he says. “Is it a model that’s been working for some time now or is it transitioning? There’s nothing wrong with transitioning,but at the end of the day, it’s the future return that’s so important for us. We have to believe the ability is there to deliver future returns.” TRANSPARENCY The private equity industry has been under significant pressure in recent months to provide more transparency around fees. How they choose to incorporate operating capabilities into their investment model – and who pays – has not escaped scrutiny. “No one model is right,but we certainly are looking for transparency [on] total remuneration,” Gripton says. Those firms that include operating part- ners in the carry structure or have in-house operations team often frame these services as “free”. However, that’s never really the case, di Valmarana says. “There’s always a consultancy fee or an operationalfeesomewhere,andyou’reeither going to pay it to BCG,Bain,McKinsey etc. or you’ve staffed up internally and that cost is going to be borne somehow by the company or by the fund,” di Valmarana says. “At the end of the day the shareholders are always the people paying for it,it’s just a question of at what point in the company’s P&L or balance sheet are they paying for it? All we want to make sure is that that’s declared, appropriate and that we under- stand how it’s working.” As Gripton points out,the focus should always remain on the end result; higher returns can justifier higher fees, so long as those fees are transparent. “Yes, we are very mindful of cost and fees, but at the end of the day it’s: do we believe that the net returns that our clients will receive justify the fee level?” Gripton says. “I would be unlikely to dismiss an investment just because of a fee structure if the fee structure supported the returns that we were looking for.” n Our view is that we should engage wherever we can have the biggest impact on driving tangible equity value Seth Brody Made to measure: the right strategy has to be tailor-made to the deal
  • 12. 10 private equity international october 2015 INDIA ROUNDTABLEEXPERT COMMENTARY: McGLADREY Due diligence is the tip of the iceberg Post-carve-out investments in technology are often severely underestimated, writes Jonathan Caforio CARVE-OUTS surprise within the first six months of the investment. Post“day one”,many management teams fail to appreciate the level of difficulty related to the technology portion of the transition.They can also lose focus on the main goal – ending reliance on the transi- tion services agreement (TSA) – that then prolongs the separation phase and theTSA’s high monthly cost.Frequently,there is also pressure to add costly new functionality that isn’t required to end the TSA, which both delays the exit from theTSA and adds unnecessary cost at this critical stage. ORGANISATIONAL CONCERNS Many divestitures are plagued with a lack of resources and minimal understanding of core business processes. Resources that have the most intimate understanding of existing core business processes tend to stay with the seller. If they are part of the new company, they tend to want the processes to be as they’ve always been vs how they should be in the much smaller organisa- tion.This perspective presents a critical risk when attempting to rebuild core software applications,specifically the ERP platform and its related systems, to fit the needs of the new entity and the buyer’s core invest- ment thesis. Divested organisations are often missing complete functions critical to the business. If functions were handled by the seller’s shared service organisation structure,entire departments may not exist at the carve-out, usually involving finance and technology. Within finance,there may be no personnel fulfilling the accounts payable or accounts receivable functions. In technology, there may be location-specific support, but no individuals with a deep understanding ofCaforio: remember that people make the process There have been more than 200 private equity backed carve-outs per year for the past five years in the US alone, according to PitchBook. Divestitures and carve- outs are consistently attractive targets for both private equity and strategic buyers, offering significant value – but this type of transaction comes with distinct com- plexities that often lead to significant unexpected costs. Buyers must allow ample time and budget to deal with the reality of unplanned tasks and challenges that come with com- pleting any technology-related separation project.An anticipated $150,000 expense can quickly turn into a $1 million post-close requirement. For that particular buyer, it was an expensive lesson in the value of IT due diligence and planning for “known unknown” costs. The buyer had carved out a $40 mil- lion division from a $20 billion company. It came with limited IT systems, and no infrastructure or personnel.Post-close,the true complexity – and cost – of the carve- out became clear.Integrating the enterprise resource planning (ERP) systems took more time than anticipated. Decoupling servers and networks required a significant invest- ment,as did outsourcing the payroll-related processes and implementing new infra- structure. In many carve-outs, including the one above, buyers do not even invest in a basic level of IT due diligence that would pro- vide critical insights into the current and post-close state of the carve-out’s techno- logy systems. For buyers that do perform IT due diligence, the challenge is estimat- ing the effort and cost of separating and building these systems – the estimate is usually too low, resulting in an expensive
  • 13. 11october 2015 operational excellence special 2015 INDIA ROUNDTABLEEXPERT COMMENTARY: McGLADREY the business applications and their complex integrations with other systems. Turnover in key positions also adversely affects the project’s success.A recent exam- ple is a carve-out in the manufacturing industry that included turnover at the C-level (president and multiple CFOs), as well as in the HR, supply chain, produc- tion planning, product data management and customer service functions. Maintain- ing continuity and business process own- ership on the core application implemen- tation projects was not possible for many functions. APPLICATION MIGRATION/ IMPLEMENTATION The obvious core application for the major- ity of businesses is the finance and account- ing platform and by extension,the full ERP system. Generally, this application must be rebuilt from the ground up,because a direct copy or forklift of the system is either not technically feasible or not allowed by the seller. The effort involved in building the new finance and accounting functions are greatly affected by the number of enti- ties, countries, currencies and languages involved.Even a small company can require a complex implementation in a global economy with its myriad local compliance regulations. The core systems running the busi- ness generally contain business logic that is propriety to the carved-out entity and will require some degree of duplication to maintain operations. These systems vary widely by industry. In service businesses, this takes the form of professional services automation modules,sometimes called ser- vices resource planning.For manufacturing, ›› Even a small company can require a complex implementation in a global economy with its myriad local compliance regulations Jonathan Caforio this may include manufacturing resource planning and supply chain management. These components are usually integrated to address mission critical operations such as product configuration, master production scheduling, shop-floor control, warehouse management and distribution. Many businesses depend on electronic data interchange (EDI) as an integral part of their supply chain. EDI includes pur- chase orders,shipping labels,advanced ship notices and invoices.Reimplementation of EDI requires contracts with a new EDI value-added network and a specific build, test and certification effort with all the carved-out entity’s vendors, suppliers and customers. The project timeline is often highly dependent on when the customer can test the new EDI transaction(s). Reporting and business intelligence/ analytics is often pushed off until the end of ERP projects. However, it represents a significant cost and is almost always an immediate issue after the ERP system goes live.Rarely do“out of the box”reports meet leaders’ expectations.These expectations must be managed up front and invested in to mitigate this risk. It is important to negotiate and obtain direct access to the existing business logic during the transition. This intellectual property is critical to running the new business. Direct access will also uncover additional applications that may be nec- essary but are not discovered during IT due diligence – for example, a customer service voice response application that retrieves data from the ERP system or a time reporting system with complex internal business rules. Simple applications are also often over- looked when initially estimating the
  • 14. 12 private equity international october 2015 INDIA ROUNDTABLEEXPERT COMMENTARY: McGLADREY carve-out project.These include ERP extensions for HR,tax,expense reimburse- ment,the physical building security (badge) system,and the company’s intranet and/or document management systems. INFRASTRUCTURE MIGRATION/ IMPLEMENTATION Infrastructure projects – such as building the new network, voice, server and sto- rage environment – may seem straightfor- ward. However, they’re often complicated by the need to co-exist with the seller’s network and access the seller’s applications during the TSA period. Buyers also have to comply with the seller’s security and privacy policies and deal with supporting a dual environment until all the applica- tions and infrastructure are completely built and tested. The environment should be architected with your investment thesis and specific exit strategy in mind. Decisions on using capex vs opex, cloud vs on-premise, sto- rage and managed services can have a Managing the transition requires the full support and attention of senior leaders to champion the effort and make difficult decisions along the way.When their atten- tion is diverted and decisions deferred,the likelihood of churn on requirements and the amount of unnecessary work during the separation increases. During the critical first few months of the transition,the technology aspect of the carve-out is just as important to success as getting the newly independent business started on the right footing, yet often the executive team is completely distracted with business plans and financial targets, leaving the technology carve-out adrift.A strong transition leader with direct C-level relationships is essential. In addition, it’s also important to remember that people make the process. In a carve-out situation,initial morale may be low and people are stretched thin in their new roles.They are most likely com- pleting their day job while also working on the mission critical carve-out project. Investing in communications, training and process documentation will save real money in the long run. Whether you are completing an IT due diligence effort for a carve-out or are attempting to put the right estimates in place for the required investment,be aware that you will not know everything you need to know up front. Don’t underestimate the distinct complexities of carve-outs and, by extension, the costs. Budget for the “known unknown” by leaving yourself ample contingency for unplanned require- ments common for all technology projects, carve-out or not. n When the attention of senior leaders is diverted,the …amount of unnecessary work during the separation increases Jonathan Caforio Jon Caforio is a principal in Technology and Management Consulting at McGladrey. wide range of implementation and ongo- ing support costs.These decisions directly affect EBITDA and the future value of the company. Most IT due diligence efforts are not scoped for contemplating these nuances.When estimating post-close capital expenditure, keep in mind that the new entity may not be able to initially obtain credit for leasing hardware. It will need to be purchased outright. Prior to the end of theTSA,a commonly overlooked project is setting up the envi- ronment management tools and processes. Security will require specific software and appliances,and must include a timely patch management process. Monitoring, alert- ing and reporting on the environment is essential to being able to maintain a func- tioning technology platform, and specific approaches may be required to comply with government and industry standards (eg, HIPAA, PCI). A rapid assessment of the IT landscape pre-close can help determine the right- sized infrastructure and ERP solution and save a significantTSA expense.With plan- ning, a $300 million manufacturing and distribution arm carved out of a multi- billion-dollar parent was able to project its new infrastructure could be built in just five months. Thanks to this initial assessment and upfront planning, theTSA could end seven months ahead of schedule and save over $2 million inTSA expense. A FINAL WORD Often, two of the most critical aspects of a carve-out – transition management and change management – are the first to be cut from the budget or are given a low priority. ››
  • 15. 13october 2015 operational excellence special 2015 COMPANY PROFILE: McGLADREY HOW CAN YOU MAXIMISE THE VALUE OF YOUR INVESTMENT? Creating value and driving growth – all while ensuring proper risk management and controls. McGladrey offers a complete suite of customised solutions for any phase of, or the entire transaction life cycle, to sup- port your companies’ strategic goals. Our approach creates fund-level value by enhancing the enterprise value of indi- vidual portfolio companies. With our depth of solutions, national capabilities and experience, we are able to strategically combine our services and apply them to provide maximum value at any specific point in the life cycle. PRE-CLOSE • Financial due diligence • Tax due diligence • IT due diligence • Operational due diligence • Risk due diligence Value created • Increase leverage in the transaction • Provide early identification of improvement opportunities that drive enterprise value • Mitigate risk in the transaction POST-CLOSE • Merger integration and carve-out sup- port • IT and internal audit risk management • Performance management • Transition team development • High-level financial and operational analysis • Detailed functional and operational benchmarking and design of KPI metrics Value created • Ensure timely integration to maximise synergies • Reduce the time and expense, while mitigating risk of theTSA • Identify areas of improvement, such as personnel, operations, sales and marketing and financial reporting • Analyse and quantify value drivers in the target company • Implement a strategic overview of key business segments and controls • Develop a remediation road map for integration • Adjust pricing as a result of financial, tax and technology due diligence PORTFOLIO OPTIMISATION • IT system selection and implementa- tion • Operational and supply chain optimi- sation • Process evaluation and improvement • Shared service center implementation • Security and privacy Value created • Help ensure appropriate financial reporting covenants are followed • Establish 30-, 60- and 100-day action plans to measure against KPIs and metrics • Track the integration process and confirm appropriate levels of accountability • Maximise economies of scale by centralising business units and dupli- cation • Mitigate internal control deficiencies • Determine sufficient working capital PRE-DIVESTITURE READINESS • Business valuation • Sell-side due diligence • Organisational structure optimisation and implementation • Compensation and benefit alignment • Cultural alignment • Key employee retention Value created • Evaluate contract compliance issues or ongoing litigation • Help ensure that financial processes and controls are accurate • Adequately address budgeting and modeling,enterpriseriskmanagement, security and internal audit strategies • Optimise working capital by contain- ing costs • Confirm technology platforms and infrastructure are performing to standards ABOUT MCGLADREY McGladrey meets the needs of private equity firms and their portfolio compa- nies with integrated transaction advisory, tax,audit and consulting services.With our expertise in middle-market companies,we offer a full range of technology, financial and risk advisory services to help clients optimise portfolio performance and operational effectiveness. Private equity firms investing in the middle market turn to us because of this deep expertise and an industry specialisation that aligns with many firms’ portfolios. Effective Oct.26,2015,McGladrey will unite with fellow members of our global network under the common brand name RSM. McGladrey LLP is the leading US provider of assurance, tax and consulting services focused on the middle market, with 8,000 professionals and associates in 80 cities nationwide. McGladrey is a licensed CPA firm. 800.274.3978 www.mcgladrey.com Follow us: @mcgladreyPE Member of the RSM network of indepen- dent accounting,tax and consulting firms. © 2015 McGladrey LLP. All Rights Reserved
  • 16. 14 private equity international october 2015 MINORITY INVESTING Majoring in minorities What are the difficulties in driving value-creation initiatives when you’re not the one behind the wheel? Isobel Markham asks industry experts for advice DOs AND DON’Ts There are many positives about making minority investments in growing businesses. For starters, they tend to be less competi- tive transactions. Many minority deals are sourced independently, and are therefore not brokered by investment banks.This also means that the GP gets better access to the management team and the portfolio com- pany pre-deal.Vendors are often looking for expertise as well as capital, and there’s often a ‘natural’ fit with a certain GP. As the buyers are not chosen on price alone, it’s easier for GPs to avoid overpaying for good assets. “A good proportion of the deals that we do come from our own origination rather than from introductions from corporate financiers,” says Rob Southern, a director at UK firm Livingbridge, which predomi- nantly makes minority investments. “We can have a much more creative conversa- tion with an existing management team or a founder around the structure of the balance sheet because we’re not seeking to take majority ownership.” What’s more,it’s no longer the case that majority investments outperform minority deals. Morgan Stanley Alternative Invest- ment Partners analysed 215 deals – both majority and minority – involving funds in which it had a position, and found that for deals entered into between 2008 and 2013 there was no significant performance differential between majority and minority investments. “The ones that say, ‘I only want a majo- rity interest,if I don’t get a majority I’m not interested,’ I think they are missing out on good opportunities,” says Antoon Schnei- der,a partner at Boston Consulting Group and author of the April 2015 study Private- Equity Minority Investments:Can Less Be More? “The data suggests that returns are at least as good in minority deals, so you’re just constraining yourself by saying, ‘I only do majority, I only do control.’” However,it has to be said that minority investing isn’t suitable for every situation – or every investor.You need to approach the deal with a completely different mentality, says Southern. “[The way] we look at it,we’re a respon- sible co-owner of this business,we need to be helping this management team make the right decisions about what it is that is the right thing for the business to create value, and we will seek to influence the agenda such that that occurs,”Southern says.“That influence is very often about our capability, our competence, our expertise, and that’s the right place for it to be, rather than our equity holdings.” 1DO BE CLEAR ON WHAT YOU BRING TO THE TABLE “In a minority position, if you want to add value at the operating level, there’s a higher bar,”Warburg Pincus principal Peter Deming told delegates at PEI’s Operating Partners Forum Europe inApril.“You have to prove well in advance that you can add value, that whatever you bring to the table can move the needle and is important for management, because you obviously can’t dictate those terms.” Fellow panellist Southern agreed that once operating partners get through the door, they still need to prove their worth. “We identify the interventions that are going to be no-brainer easy wins as soon as we possibly can,and that starts to build your influence,” Southern told forum delegates. “As a result of that influence you start to assert a power base that isn’t around control it’s around being the guys in the room that Don’t let the whole minority thing get in the way of making the right decision Rob Southern
  • 17. 15october 2015 operational excellence special 2015 MINORITY INVESTING actually know how to grow this business in the best way.” 2DON’T DISREGARD MANAGEMENT’S VALUE While investors should be clear on how they can add value to a portfolio company, it’s important to remember that founders and management teams are bringing a wealth of knowledge to the table too.Their opinions on the next move and the end goal should be heard respectfully. “Recognise that the management team that has grown a business has typically got a very solid view about where the future lies, and that needs to be dealt with with respect,” Southern says. Lewis Bantin,a partner in ECI Partners’ commercial team,the firm’s in-house opera- tions team, agrees. “Theyhaveamuchbetterentrepreneurial senseofwhat’srelevant in the market,they’re much closer to the customers,they’re much closer to the product development,”Bantin says,adding that instead of stifling the busi- ness with bureaucracy, operating partners are “there to help harness and channel the energy that has created the business in the first place”. 3DO SPEND TIME BUILDING RELATIONSHIPS It’s something we hear time and again:pri- vate equity is all about people.Never is this truer than in minority deals. “A lot of the alarm bells that we would have would be around the behaviour of the people that we are going to be working with,”says Southern.“Are they behaving in a way that is consistent with delivering value within the business? Are they seeking to build a relationship with us? Are they being honest about good news and bad news?” GPs should invest significant time during the due diligence phase to ascer- tain that all parties are aligned on where the business is going. “In a minority deal it’s very important to make sure that you have alignment with the majority shareholder,” Schneider says. “Also,if you don’t have the right to replace management, it’s important that you are convinced the CEO will be the kind of person that wants your help and will take advice from you and really listen,somebody you believe you’ll have a constructive rela- tionship with.” 4DON’T NEGLECT GETTING THE RIGHT TERMS IN PLACE “The only thing around a minority that we’ll be careful on is that we have some legal controls to fall back on,” says ECI investor relations partner Jeremy Lytle. What those legal rights look like will vary from deal to deal, but typically they will address issues such as board represen- tation, the triggering of control rights in the case of underperformance, controls over compensation, bonuses and company expenditure, and exit timing. But,as Southern points out,as necessary as these legal covers are, even in a majori- ty situation if there comes a point where you’re asserting your equity right, then “things are already broken”. “Thefactofthematterisifyou’reamajori- tyinvestorandyou’returninguptotheboard meetingandgoing,‘Well,I’mthemajorshare- holder and I say this,’that’s not going to build alignmentbetweenyouandthemanagement team. You’ll only be asserting your majority equity in a situation where things haven’t worked out,that there is misalignment.” 5DO PICK YOUR BATTLES Whether a majority or minority investor, you will not always agree with management. There will be frictions. But these frictions can be creative, argues Southern,generating debate that could ›› On message: delegates at PEI’s Operating Partners Forum in April
  • 18. 16 private equity international october 2015 MINORITY INVESTING LESS IS MORE Source: The Boston Consulting Group Minority deals by seven of the largest PE funds 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 8% 7% 10% 24% 29% 43% 32% 24% 24% 23% 24% ultimately lead to the optimum outcome for the business. “You need to be very clear about the times that you pick that you want to really intervene, especially in those situations where things aren’t quite working in the way that you want them to,”Southern told delegates at the forum. This also goes back to recognising that sometimes founders and management teams really do know their own companies best. “You debate and you put your best case forward, but ultimately we’ll let the management team run the business in the direction they feel they want to run it,” Deming told forum delegates. “Frankly we’re honest with ourselves, they’re in the business every single day operating,running it, and so they should have a pretty good view of which way to run it.” 6DON’T CHANGE YOUR VALUE- ADD STRATEGY When ECI takes a minority stake in a busi- ness, the commercial team approaches its tasks in exactly the same way as it does when the firm acquires a majority interest. “We’ll still run strategy sessions as a team and try to prioritise what the big issues are and help with those,”Bantin says. “We don’t treat it any differently, we don’t say, ‘We’re a minority and therefore we won’t contribute as much time and effort.’” Schneider agrees that GPs should use their “normal toolkit”. “Don’t start thinking,‘It’s a minority,and therefore I’m not going to do my 100-day plan,I’m not going to do all the good things that I normally do operationally,’” he says. “You should pick companies that would be receptive to your normal way of adding value,and then go ahead and add that value.” Southern adds: “Don’t let the whole minority thing get in the way of making the right decision.” 7DO THINK ABOUT THE EXIT ON THE WAY IN At the Operating Partners Forum,Deming told delegates that exit timing can often be a point of disagreement. “Exit timing always comes up,”Deming said. “Part of exit timing might be do you go public or do you hold on for longer and think about a sale to a strategic? Do you take it private? And sort of wrestling with those questions is something that we often debate a lot with our partners.” Thinking about the exit on the way in, Schneider says, is even more important in minority deals than it is in majority transactions. “In a minority deal, it’s even more important than usual to think about how you’re going to exit and what the alignment of interests will be at the time of exit,” Schneider says.“How will you get fair value if you want to sell but the other sharehol- ders don’t?” 8DON’T ‘SETTLE’ FOR A MINORITY STAKE If a GP is evaluating a business on the understanding that a majority stake is on offer and then the vendor suddenly switches to offering a minority stake, proceed with caution.There’s a danger that the prerequi- sites for a minority deal – such as minority rights and clear alignment of incentives – could be missing. “Because it was envisaged to be a majori- ty deal the GP normally would not have considered these issues carefully,” Schnei- der says. It’s tough to turn your back when you’ve fallen in love with a portfolio company,but it’s often the wise choice. “Sunk cost and time is exactly that,” Schneider says. “The fact that you spent a lot of time and effort and that it’s a really good company is all fine, but in the end if the prerequisites for a minority deal aren’t there then you should walk away.” n Southern: approach the deal with a different mentality ›› %ofalldeals
  • 19.
  • 20. 18 private equity international october 2015 PEI Operational Excellence Awards 2015 Best in the business Welcome to Private Equity International’s fourth Operational Excellence Awards — our annual celebration of the industry’s most inspirational value creation stories from the last year. By Isobel Markham INTRODUCTION The days of buying a business,levera- ging it to the hilt and selling it on two or three years later at a hefty profit are long gone.With growth rates in developed – and many developing – countries at rock bottom, GPs can’t rely solely on macro trends and market conditions to pull in stellar returns. If you want to succeed in private equity in 2015’s world, you need to bring something else to the table. Adding value to a portfolio company through true operational change is an accomplishment often talked about, but rarely demon- strated.In recent years huge swathes of the GP community have added We asked GPs to submit any investments either fully or partly realised since June 2014 that they felt were a particularly good example of their ability to deliver operational value as owners. Entrants were asked to provide specific details of the changes and the initiatives they had undertaken,from product development,to acquisition activity, to supply chain improve- ment,to management enhancement. They were also asked to provide tangible evidence of how these initia- tives created value,whether in terms of top-line sales growth,productivity or capacity building.Impressive exit multiples were clearly a plus,but the main thing our judges were looking for was some genuinely transforma- tive work. Entries were invited from three regions –Americas,Asia-Pacific and Europe, Middle East and Africa. We then divided them up into four distinct size categories, according to the deal’s entry price – large cap (greater than $500 million), upper mid-market ($150 million- $500 million), lower mid-market ($50 million-$150 million) and small cap (less than $50 million). Next, we convened a distin- guished panel of judges in each of the three regions.They were tasked with analysing the short-listed entries, debating their worth and reaching a consensus on which represented the best example of operational excel- lence in each size category. So what was it they were looking for? For starters,something operational capabilities to their arse- nal. But is it being reflected in the businesses they’re ultimately selling? At a time when many investors are looking to rationalise their GP relationships, it’s never been more important for firms to actually dem- onstrate – and not just shout about – their value creation credentials if they want to stand out from the crowd. This is where our Operational Excellence Awards come in. Now in their fourth year, we introduced these awards to try to answer a question that’s become increasingly important to LPs: who are the best operators in the industry?
  • 21. 19october 2015 operational excellence special 2015 PEI Operational Excellence Awards 2015 WINNERS AMERICAS SMALL CAP Blue Point Capital Partners — Area Wide Protective LOWER MID-MARKET Sun Capital Partners — Point Blank UPPER MID-MARKET Gryphon Investors — Flagstone Foods LARGE CAP Oak Hill Capital Partners — Dave & Buster’s Entertainment ASIA-PACIFIC SMALL CAP Mekong Capital — Golden Gate LOWER MID-MARKET Headland Capital Partners — Young Toys UPPER MID-MARKET Tokio Marine Capital — Bushu Pharmaceuticals LARGE CAP CVC Capital Partners — HKBN EMEA SMALL CAP Aurelius — Connectis LOWER MID-MARKET OpCapita — GAME Digital UPPER MID-MARKET Sun European Partners — DBApparel LARGE CAP Nordic Capital — Thule Group far beyond a great exit multiple.“The challenge of judging the Operational Excellence Awards is that it is not the Deal of the Year Awards,” said EMEA judge Miles Graham. “Some submissions had impressive returns, but many of these reflected smart market-timing calls by deal teams.” Thomas Pütter, chairman and chief executive of Ancora Finance, agreed that the majority of the entries demonstrated good growth management.However,doing a great job as a private equity investor does not equate to effecting true opera- tional change. “Having a good business idea, a vision to fill a gap in a market and then doing so does not necessarily mean that the execution of the plan represents operational excellence,” Pütter said. Antoon Schneider,who leads The Boston Consulting Group’s private equity work in London,thought this year’s batch included many strong examples of operational excellence, given that the majority of them were held throughout the global financial crisis. “The entries were all of very high quality,with a clear link between the private equity firm’s support and the value creation.This was particularly impressive during a holding period where many of these investments were experiencing a downturn period in the general economy,” Schneider said. “I was looking for portfolio companies that were sailing against the headwinds or were able to perform better than market conditions. And then I was looking for clear action from the private equity firm that enabled that per- formance, rather than just a great management team.” One example would be Nordic Capital, which took the large cap category in EMEA this year with Swedish outdoor equipment maker Thule Group. A business reliant on discretionary spend acquired just before the crisis hit meant that Nordic was in for a tough ride, and our judges were impressed with the firm’s strong turnaround plan and subsequent focus on strategically repositioning the brand, arguably making it more future-proof. Once again we were delighted by the calibre of the entries for our Operational Excellence Awards.The same goes for our judges,who had to make some tough decisions. “Last year there were some slam-dunk winners but this time, in most categories, there were really hard decisions to be made,” said Suvir Varma, a partner with Bain & Company’s Southeast Asia practice and a judge in the Asia- Pacific region. A warm congratulations to all of this year’s winners, and to all those firms who shared their value crea- tion stories with us. We thoroughly enjoyed poring over your remarkable case studies, and we can’t wait to hear more of your inspiring invest- ment stories next year as private equity firms continue to take opera- tional excellence and future-proofing to the next level. n
  • 22. 20 private equity international october 2015 PEI Operational Excellence Awards 2015 DOMINIC JEPHCOTT VENDIGITAL Americas Asia-Pacific Dominic Jephcott is the founder of Vendigital, a global procurement and supply chain con- sultancy firm. He founded Vendigital after many years of business manage- ment within large, global corporations, including 15 years of executive responsi- bility. Jephcott is based in Hong Kong and runs Vendigital’s Asia business. PAUL FUHRMAN EY Paul Fuhrman is part- ner at EYTransaction Advisory Services, specialising in pri- vate equity value creation.His practice focuses on opera- tional restructuring and performance improvement within portfolio companies. Based in Boston, Fuhrman previously served as senior vice-president at Celerant Consulting for five years, and as president and managing director of Americas at Col- linson Grant for three years. SUVIR VARMA BAIN & CO Suvir Varma is a part- ner with Bain & Com- pany’s Southeast Asia practice and leads the firm’s Asia- Pacific private equity and sovereign wealth fund practice. He is based in Singa- pore. With nearly 20 years of relevant experience in investment banking and consulting, Varma has expertise across a number of industries, including gov- ernment, financial services, oil and gas, industrial, consumer products and airlines. MICHAEL MCKENNA ALVAREZ & MARSAL Michael McKenna is a managing director of Alvarez & Marsal’s Private Equity Perfor- mance Improvement group. He works with private equity investors across the transaction lifecycle to identify and execute transactions, acce- lerate portfolio company performance and provide a smooth investment exit. His pri- mary area of focus is finance operations, driving improvements in working capital management, accounting and treasury operations, and reporting and analytics. Before Alvarez & Marsal, McKenna was senior manager at BearingPoint and prin- cipal at Arthur Andersen. IVO NAUMANN MCKINSEY & COMPANY Ivo Naumann is a partner with McKinsey & Com- pany where he leads the Recovery and Transformation Services practice in Greater China. Naumann has more than 20 years of experience in supporting shareholders and management to restruc- ture and drastically improve performance of underperforming businesses in Asia. He has acted in multiple interim manage- ment roles and served on various boards of director for companies in China, Japan and Southeast Asia. Meet the judges An influential panel of industry experts from across three regions assessed the relative merits of our submissions
  • 23. 21october 2015 operational excellence special 2015 PEI Operational Excellence Awards 2015 STEVEN KAPLAN UNIVERSITY OF CHICAGO BOOTH Steven Neil Kaplan is the Neubauer family distinguished service professor of entrepreneur- ship and finance at the University of Chicago’s Booth School of Business. His research focuses on private equity, venture capital, entrepreneurial finance, corporate governance and corporate finance. He teaches advanced MBA and executive courses at Booth and was named by BusinessWeek as one of the top 12 business school teachers in the country. Kaplan cofounded the entrepreneurship program at Booth, helping start its busi- ness plan competition known as the New Venture Challenge. THOMAS PÜTTER ANCORA FINANCE GROUP EMEA Michael Murphy is a managing direc- tor with AlixPartners, where he leads the financial advisory ser- vices and turnaround & restructuring prac- tice for the firm in the Asia-Pacific region. Murphy has 25 years of professional expe- rienceinprovidingrestructuringandfinancial consulting services, and specialises in con- sulting engagements on behalf of investors and boards of directors, as well as debt- ors and creditors involved in turnarounds. Murphyalsohasexpertiseinvariousfinancial advisory services, such as due diligence. Antoon Schneider is a senior partner at The Boston Con- sulting Group (BCG) and leads the Prin- cipal Investors & Private Equity prac- tice in London. He is a core member of BCG’s Corporate Development practice. He has advised leading principal inves- tors and more than half of the 50 largest private equity firms globally on a range of deal sourcing, due diligence and firm strategy projects. He has also worked with their portfolio companies on numerous 100-day plans and operational improve- ment projects, and has extensive expe- rience in corporate strategy and M&A. MILES GRAHAM JOHN HARDY Miles Graham is the president and chief operating officer of jewellery brand John Hardy. Previously, he was a director and head of active part- nership at 3i Group, where he oversaw operational improvements across a $6 bil- lion portfolio of 100 companies, which he joined after five years at McKinsey & Com- pany. He has worked as a chief executive officer and a non-executive director for several consumer and business services companies. LUDOVIC PHALIPPOU UNIVERSITY OF OXFORD Thomas Pütter is chairman and chief executive of Ancora Finance Group, which is involved in a range of activities in the consulting and alternative asset investment spheres. He holds board and advisory positions with a number of companies in both the private and public sector. Until mid-2010, Pütter was chairman of Allianz Capital Partners. Ludovic Phalippou is lecturer in finance at the Saïd Business School, University of Oxford. He specia- lises in private equity funds and focuses on issues such as risk management, liquidity and measurement of returns. Phalippou’s research in this area has been published in leading academic and prac- titioner journals such as the Journal of Finance, the Review of Financial Studies and the Journal of Economic Perspectives. ANTOON SCHNEIDER BOSTON CONSULTING GROUP MICHAEL MURPHY ALIXPARTNERS
  • 24. 22 private equity international october 2015 PEI Operational Excellence Awards 2015 Americas Blue Point Capital Partners: AreaWide Protective WINNER — SMALL CAP When Blue Point acquired Area Wide Protective (AWP) in 2008,the Ohio business was a leading provider of temporary traffic control services used in maintenance or construction projects.The private equity firm,also Ohio-based, acquired the business with equity from its $400 million 2006-vintage fund. “Itwasatraditionalentrepreneur- ial business with the entrepreneur making all of the decisions,”said Sean Ward,a partner at Blue Point Capital Partners who led the transaction. Managed from 12 offices in 13 states and a daily workforce of 650, AWP had developed a solid reputa- tion since its founding in 1992. But, it was also leanly managed and had a customerconcentrationissue,withits largest client accounting for 38 per- cent of its annual revenues, which were derived from its operations in theMidwestandMid-Atlanticregions. Following the deal, Blue Point’s growth plan for AWP included executing a number of operational improvements such as extensive safety training, installing a profes- sional management team,upgrading the company’s financial reporting systems and information technology. Former Blue Point operating execu- tive group member Dudley Sheffler assisted with the plan along with Rody Salas, appointed from Blue Point’s operating executive group to oversee the initiatives. The firm also planned to grow the business through M&A. In November 2009,AWP acquired US Traffic Technologies and expanded its operations by opening new offices across Alabama, Mississippi, Arkan- sas, Oklahoma andTexas. “Our whole focus was on two things in the first five years of our investment:maintaining the safety of the motoring public,our customers and employees; and meeting custo- mers’ needs, while achieving local and state regulatory compliance in the areas whereAWP was working,” Ward said. “Ittookyearstomakesurethatwe got the culture to the point where it needed to be.” In September 2012,the company recruited former Roadway Express vice-president John Sypek as presi- dent and chief operating officer. Sypek also brought on two outside directors with utility experience. “The combination of front-office improvements to foster organic expansion, back-office cost reduc- tion and rigid control of spending throughout the organisation resulted in top line and bottom line improve- ments,”said judge Michael McKenna, a managing director of private equity services at Alvarez & Marsal. Under Blue Point’s stewardship, the business grew to span 17 states and employing more than 1,000 traf- fic control specialists. Its EBITDA grew to more than six times and its revenues over three times since 2008. Blue Point subsequently exitedAWP throughitssaletoRiversideCompany for undisclosed terms in June. Judge Paul Fuhrman, a partner at Ernst &Young, said under Blue Point’s ownership:“AWP grew from a regional player to three times the size of the industry’s number two player.” n 650 Employees at time of acquisition in 2008 1,000 Employees at time of sale in June AWP: revenues have more than tripled since 2008
  • 25. 23october 2015 operational excellence special 2015 Americas PEI Operational Excellence Awards 2015 40.6% IRR realised by Sun Capital Point Blank: the New York Police Department is a customer Sun Capital Partners: Point Blank WINNER — LOWER MID-MARKET When Point Blank Enterprises was acquired by Sun Capital Partners in March 2010, it was posting yearly losses of $4.9 million. This April it announced an annual profit of $24.1 million. At the time, Point Blank was formed through the merger of three separate companies:Protective Prod- uctsEnterprisesandPointBlankBody Armor,which were acquired through bankruptcyauctionsin2010and2011, respectively,andParacleteArmorand Equipmentin2011.Thethreecompa- nies completed their merger in 2012 tocreatethelargestsoft-bodyarmour company in the world. “The transition from bankruptcy to industry leader is an impressive feat,” said Americas judge Michael McKenna, a managing director at Alvarez & Marsal. “[They] success- fully installed new management to create a single collaborative team with lasting positive changes in the company’s culture.” After the merger Sun Capital installed a new management team at Florida-based Point Blank with a new chief executive, Daniel Gaston, who served as CEO of two other Sun Ca- pital portfolio companies – Friction Holdings and Raybestos PowerTrain. Through a newly-created train- ing programme on employee competence and compliance, Point Blank was able to foster a posi- tive company culture that led to improved internal operations. “We do not shy away from busi- nesses losing money,”said Sun Capi- tal managing director Scott Edwards. “It wasn’t a foreign concept to us to look at businesses in bankruptcy,and we saw the opportunity to transform their potential into results.” Indeed, about one-third of Sun Capital’s portfolio companies were losing money at time of acquisition, Edwards said. The re-engineering of its supply chain cut material costs by 30 per- cent, and equipment utilisation and labour productivity went up 5 percent by streamlining its order process and organising its pro- duction process. The product delivery times at Point Blank were reduced from 60 to 21 days,which is considered“best in class”,according to Ernst & Young partner Paul Fuhrman. With these improvements came the capacity to expand Point Blank’s product portfolio.It launched an in- house infrastructure to make hard- armour plates and an Alpha Elite product series for law enforcement in January 2014. Exclusive partner- ships with other armour-related accessories manufacturers were developed to enhance cross-selling opportunities to customers. The NewYork Police Department pur- chased Point Blank’s bulletproof vests earlier this year, Edwards said. Four months ago Sun Capital completed its sale of Point Blank to JLL Partners, with Sun Capital co- chief executive Marc Leder saying: “While at the outset these busi- nesses faced significant challenges, we saw huge potential and believed that an operationally-focused stra- tegy would enable the company to achieve tremendous results in the global market.” With an IRR of 40.6 percent,Sun Capital undoubtedly recognised the potential for transformation in Point Blank. n
  • 26. 24 private equity international october 2015 PEI Operational Excellence Awards 2015 Americas Gryphon Investors: Flagstone Foods WINNER — UPPER MID-MARKET This year’s Americas upper mid- market award goes to Gryphon Investors, a buyout firm whose brand name symbolises a legendary creature that serves as a “guardian and protector of hidden treasures – a symbol of strength and vigilance”, as the firm’s marketing tagline reads. The California buyout firm is also a builder of mid-market businesses, as shown by the significant opera- tional improvements it undertook to create growth in Minnesota’s Flagstone Foods during four years of ownership. Gryphon created the business in 2010 – the outcome of an effort to invest in the private label healthy snack foods category – through the merger of two snack-food com- panies: Ann’s House of Nuts and American Importing Company. The cobbling together of the two family-owned businesses created the largest private-label manufac- turer of trail mix, snack nuts and dried fruits in the US. “The combination of a truly exceptional, Gryphon-recruited management team, our own inte- grated operations and investment team, and the two founder-owned businesses entrusted to us resulted in the creation of the leading healthy snacks manufacturer in the country,” said David Andrews,chief executive and managing partner of Gryphon Investors. Gryphon did not waste time in fortifying the company’s leadership ranks. Within six months of the deal’s close, it had appointed Dennis O’Brien, a former ConAgra retail products president, to serve as its lead operating partner, and tapped ex-ConAgra Snack Foods president Paul Lapadat to lead the company as chief executive. A team of five Gryphon profes- sionals, including human capital partner Dell Larcen, recruited numerousotherseniorlevelmanagers to round out its management team. The growth plan included a number of steps: develop better snack food category management; improve the merchandising of the snack foods through innovating packaging; and better placement of the products within stores. Flagstone’s management also realised that they could manage commodity costs better by directly sourcing raw fruit and nut ingre- dients. “Growth was achieved through more sophisticated merchandising $396m Revenues in 2010 $730m Revenues at time of sale in 2014 Flagstone Foods: workforce grew from 562 to 1,365 and category management, and innovative ‘first of its kind’packaging concepts,”said judge Paul Fuhrman, a partner at Ernst & Young. As a result, Flagstone’s revenues jumped 19.6 percent annually to $730 million at the time of sale from $396 million in 2010, while its EBITDA grew at a compounded yearly rate of 27.5 percent, from $30 million to $69 million under Gryphon’s ownership. Amid the improved financial performance, Flagstone’s executives also grew their workforce from 562 in 2010 to 1,365. Judge Steven Kaplan, professor of entrepreneurship and finance at the University of Chicago Booth School of Business,characterised the growth as “an impressive improve- ment in sales and EBITDA”. By 2014,Gryphon’s team decided to realise the investment, launching a dual-track M&A auction and ini- tial public offering for the company. They hired investment banking firms Moelis & Company,Houlihan Lokey and BMO Capital Markets to manage the process. An M&A trade sale won the day when publicly-traded food retailer TreeHouse Foods agreed to acquire Flagstone for $860 million in June 2014, generating 50 percent IRR and a 4.2x multiple for Gryphon. “We are particularly proud of the category-leading innovation, opera- tional improvements and growth in revenues, EBITDA and employees Flagstone realised under our own- ership,”Andrews said. n
  • 27. 25october 2015 operational excellence special 2015 Americas PEI Operational Excellence Awards 2015 OakHill:Dave&Buster’s Entertainment WINNER — LARGE CAP Dave & Buster’s transformed from a tired restaurant brand to a refreshed household name thanks to Oak Hill Capital Partners and its management team.The private equity firm’s third fund acquired Dave & Buster’s in June 2010 from Wellspring Capital for $570 million in total enterprise value, including $236 million in equity from Oak Hill. “This is a company that we pro- actively identified and sought out the opportunity to acquire,” said Oak Hill partner Kevin Mailender. “We were able to have the chance to meet with Dave & Buster’s and com- plete the transaction in an exclusive arrangement.” Oak Hill has a lot of experience in the retail and restaurant space, Mailender said, and recognised that Dave & Buster’s would benefit from a more supportive macroeconomic environment, but also had a signifi- cant opportunity to unlock the full power of its brand. Under Oak Hill’s management, headcount at the restaurant chain grew from 7,400 employees at the firm’s entry to more than 11,000 across 77 locations in the US and Canada. “The investment in Dave & Bus- ter’sEntertainmentbyOakHillCapi- tal Partners deserves recognition as sustainable restaurant turnarounds are challenging and uncommon,”said judge Michael McKenna, managing director at Alvarez & Marsal. Oak Hill and Dave & Buster’s increased same-store sales and refreshed the Dave & Buster’s brand, turning a decline into growth of approximately 10 percent year-on- year, as reported for the last three quarters. At the time of acquisition, Dave & Buster’s had an adjusted EBITDA of $84 million.It expects to generate between $199 million and $203 mil- lion in adjusted EBITDA for the fiscal year 2015, and has outperformed the industry benchmark – the Knapp-Track index for comparable restaurant same-store sales – for 13 consecutive quarters, according to Mailender. “When you dig further into what’s behind that growth, I think it gets more impressive,” Mailender said.“Not only is it a very compelling metric relative to the industry, but also impressive when you consider this is a 30-year brand generating that growth.” Steven Kaplan, professor at Chicago Booth School of Business, agreed that“refreshing,remodelling and reorienting” is a difficult task in the US, but the company turned around to expand store count. The firm also accelerated new store openings from 4 percent unit growth in fiscal year 2010 to 12 per- cent in 2014, averaging more than a 45 percent first-year return on invested capital. “This turnaround was achieved within the intensely competitive casual-dining segment of the market, creating both top- and bottom-line growth, while improving customer service levels as measured by guest experience scores,” said Ernst & Young partner Paul Fuhrman. After pulling out of an IPO in 2012,Oak Hill took Dave & Buster’s public at $16 per share last October. In February,the PE firm participated in an offering of 6.6 million shares at $29.50 per share and another in June at $31.50 per share. At the time of press,Dave & Bus- ter’s stocks were trading at $42.71, giving the restaurant chain a market capitalisation of $1.76 billion. “We believe in the future perfor- mance of our businesses,”Mailender said. “We thought IPO was the most attractive path [for Dave & Buster’s].” n $84m Adjusted EBITDA at time of acquisition in 2010 $203m Top end of predicted adjusted EBITDA for the fiscal year 2015 Tasty turnaround: Oak Hill and Dave & Buster’s reversed a sales decline into growth of around 10 percent year- on-year When you dig further in what’s behind the growth,it gets more impressive Kevin Mailender
  • 28. 26 private equity international october 2015 Mekong Capital: Golden Gate WINNER — SMALL CAP Mekong Capital’s investment in Viet- namese restaurant group Golden Gate in April 2008 kickstarted a transformation of what was then a chain of eight high-end mushroom hot-pot restaurants into a mid- priced group boasting around 70 premises on exit in August 2014. Post-acquisition,Chad Ovel,who led the implementation team, said the most crucial aspect was to agree a plan with Golden Gate’s existing management to focus on affordability and scalability. The most important metrics decided upon were individual store traffic growth and store expansion. Key in Mekong Capital’s process is to give portfolio companies access to the relevant best practice opera- tors across geographies. Ovel told Private Equity Interna- tional: “What we were consistently doing was giving them access to companies that had already gone through that growth curve.It was not about telling them what to do, but about connecting them with industry tough questions. It was really a case of seeing is believing,” said Ovel. A crucial KPI was same-store sales growth. Ovel said some stores had been experiencing a decline in footfall, but by making sure the management were incentivised to grow it, a number of successful marketing initiatives were launched. “Trying to get the company to own that goal took a lot of work,but we started to see frequency of visits improve and got them to think about slowing the pace of expansion. This is contrary to the experience in most sectors including private equity,but if you do it around sales growth, it will help you continue to see positive sales growth.” A global expert in casual dining, Joel Silverstein,enabled the group to buy“the whole cow”;increasing the yield of each cow to 90-95 percent via special butchering techniques, along with a recipe management system and a lower average ticket price at restaurants. Once the store sales growth was achieved the company went back to a focus on store expansion,targeting second tier Vietnamese cities. This helped grow Golden Gate’s EBITDA by 1.9x,and same store sales growth from 2 percent to 9 percent between 2013Q1and2014Q2,resultinginan estimated company value increase of nearly three times in the 18 months prior to exit. A further sign of Mekong’s future-proofing is that over the year since exit, the group grew from 70 to 120 stores acrossVietnam. n PEI Operational Excellence Awards 2015 Asia-Pacific experts in the US and elsewhere. “When we got them on a plane to Hong Kong,or Tokyo,or Bangkok or Shanghai, they would come back so motivated to grow their own busi- ness.” Typically, the firm’s senior man- agement would be taken away for a full week and sat down with the relevant manager in their respective areas of the business. “It could be a half day with the central kitchen’s operations director, and a half day with a finance director for example. They could ask,‘How do you create your bonus structure or deal with the supply chain?’” For Golden Gate’s chief execu- tive, the visits led to what Ovel calls a “pivotal moment” that completely changed his outlook for the business. Mekong Capital was also able to leverage its GP and shareholder network to introduce Golden Gate’s management to best of class inter- national restaurant groups. “The hard part was getting Golden Gate to come armed with 44.4% Top line revenue growth over hold period 37.8% EBITDA growth 9.1x Exit multiple 45.1% IRR Golden Gate: same store sales grew from 2 percent to 9 percent between 2013 Q1 and 2014 Q2
  • 29.
  • 30. 28 private equity international october 2015 Headland Capital Partners: Young Toys WINNER — LOWER MID-MARKET Before Headland Capital Part- ners invested $53.4 million for a 96.5 percent stake in South Korean toy manufacturer Young Toys in December 2012, chief executive Marcus Thompson admitted that his firm had been sceptical. The company was ranked fifth among Korea’s toy manufacturing brands and was facing severe margin pressures in what was a very compe- titive sector. Two factors persuaded them to invest, however. First, Thompson and his team were attracted to the founder, who they viewed as a “talented and pro- fessional manager”, and, second, he had bought in the use of animated media to advertise the toy products. Animation media in Korea is rela- tively cheap,and good animation can be executed at relatively low-cost in the country. Thompson told Private Equity International that part of the foun- der’s philosophy was that toys were not just about the physical object,but also the character that they created in the child’s mind,so animation was used creatively to that effect. Headland’s team helped the group refresh Young Toys’ offering. Until then, all products had catered for three- to six-year-olds, but toys for older boys were also put on the agenda. Adding a Confucian set of values to some of the characters, such as helping friends,looking after grandparents or obeying parents, were all aspects that would play well within the regional market. Thompson said that the group opened up the equity to create an options pool which allowed the firm to bring in more talent from within Korea. “A PE-backed firm with equity on the table is an attractive opportunity and allowed the company to be more entrepreneurial,” he said. Three key hires were instrumen- tal in the success story; a head of international sales, a product mar- keting manager and a CFO. Thompson said a key challenge to growth was having to withdraw most of its toy production from North Korea in a period of political instability,but the company has been able to diversify the manufacturing base, with six new manufacturing sites in China and Indonesia. The next stage for its new owners is to expand the group in China, Thompson said. At the time of the investment by Headland’s Private Equity Fund 6, Young Toys had 66 stock keeping units (SKU) and a 2012 EBITDA of $12 million. By the time the invest- ment was fully exited in May 2015, Young Toys had grown to 108 SKU offerings with four toy brands and a 2014 EBITDA of $29 million. In August 2013 and May 2014, Headland recovered $23 million of its investment cost as a result of a capital reduction exercise by YoungToys and inMay2015itsolditsshareholdingto PAGAsiaCapitalforatotalconsidera- tion of $151.4 million, representing a gross investment multiple of 3.2x and an IRR of 72.5 percent. The judges were suitably impressed, with Bain & Company’s Suvir Varma describing it as an “unbelievable operational excel- lence story”. He added: “A focused toy com- pany with a small and narrow pro- duct range upon entry, but with a loyal customer base [grew to] 72 percent IRR, 6x EBITDA and 3.5x revenues in three years. Headland basically took a small company and madethemthenationalmarketleader in toys in three years. Amazing.” n Young Toys: ‘Headland took a small company and made them the national leader’ PEI Operational Excellence Awards 2015 Asia-Pacific 3.2x Multiple 72.5% IRR $12m 2012 EBITDA $29m 2014 EBITDA
  • 31. 29october 2015 operational excellence special 2015 Tokio Marine Capital: Bushu Pharmaceuticals WINNER — UPPER MID-MARKET WhenTokio Marine Capital (TMC) acquired contract manufacturing organisation (CMO) Bushu Phar- maceuticals in March 2010 it was a non-core business of Shionogi Group, one of Japan’s leading new drug manufacturers. TMC already had previous experience of investing in Japanese healthcare firms such as generic drugs manufacturer Showa Yakuhin Kako and Japan Medical Data Centre, and it saw Bushu as well placed to grow its production and add foreign pharmaceutical companies to its cus- tomer base. Bushu was ranked second in Japan’s fast-expanding CMO market, but TMC’s first priority post-acqui- sition was investing to upgrade the business to deal with this anticipated growth in demand. TMC president Koji Sasaski told Private Equity International that prior to the investment, Bushu had merely been the factory, but post- investment, there was a gradual integration of the factory and the business to create a renewed focus on improving profitability. Sasaki and a colleague were assigned to work closely with the company and monthly meetings with Bushu’s senior management were conducted.A number of core staff members were also seconded from Shionogi to Bushu and a new compensation plan was put in place to align interests. Sasaki said that all the new pro- jectsembarkeduponutilisedspecialist consultants which helped to affect a significant increase in production. Projects included shortening pro- duction lead-times, optimising and streamlining staff assignment, and reviewing flow lines in the plant. Together these initiatives resulted in an increase in productivity of more than 10 percent during the project’s first year and an additional increase of over 20 percent in the following year. Bushu had previously used a core sales team of just four people, but Sasaki says that was“at least doubled” under TMC’s stewardship. As a Shionogi subsidiary, the sales team’s main role had been to maintain relationships with existing customers,and because many leading new drug manufacturers that com- peted with Shionogi were reluctant to do business with Bushu, creating new business lines was a tough task. After TMC acquired Bushu, its new-found independence saw a number of foreign new drug manu- facturers show interest, allowing it to expand its global presence with a renewed focus on high-quality products. TMC also helped Bushu estab- lish a new business strategy division, hiring a specialist who had previously worked alongside the president of a foreign pharmaceutical manufac- turer, as section head. Segregated marketing strategies were estab- lished for different customers and the number of corporate customers grew by about 30 percent in the five years after the acquisition. TMC conducted a refinancing of its LBO loans to free-up equity to acquire the Misato production plant from Eisai in December 2013. This gave Bushu a second production plant, enabling it to triple annual production capacity from 3.5 bil- lion tablets to 10 billion. Bushu became Japan’s number one dedicated CMO company with sales increasing from ¥10 billion at the time of the investment (31 March 2010) to ¥26 billion as at 31 March 2015. EBITDA increased from ¥1.6 billion to ¥6.5 billion over the same period. n Bushu: became Japan’s leading dedicated contract manufacturing company Asia-Pacific PEI Operational Excellence Awards 2015 6.0x Exit multiple 45.7% IRR 2.6x Top line revenue growth 4.1x EBITDA growth
  • 32. 30 private equity international october 2015 CVC Capital Partners: HKBN WINNER — LARGE CAP Hong Kong’s residential broadband market is among the most competi- tive in the world. It was a market which CVC grabbed by the horns after its 100 percent buyout of Hong Kong Broadband from City Telecom (HK) for HK$5 billion ($645 mil- lion; €578 million) in May 2012. The judges were impressed by CVC’s success in tapping significant resources from its global teams to boost performance and add value across a range of the company’s divi- sions, from its operations team to its global TMT team,and from its finan- cing team to its capital markets team. CVC’s Alvin Lam, who led the implementation plan, says his firm inheritedastrongmanagementteam, butonethathadbeenbunkereddown, scrapping for market share against larger rival Hong Kong Telecom. CVC’s initial value creation plan targetedthefirm’saveragerevenueper mobilecommunicationuser(ARPU). “[Previously], the firm had had to compete purely on price, but with AlixPartners, HKBN identified thesmalloffice/homeofficeandsmall and medium enterprise sectors as the potentially most attractive. Withastrengtheningofthemana- gement of HKBN’s Enterprise Solu- tions team,CVC was able to develop new products such as cloud services to focus on this particular market. The acquisition of Hong Kong Wi-Fi network Y5Zone in January 2013,after a joint HKBN/CVC due diligence and negotiation process, allowed HKBN to not only prevent a competitor from buying one of only two Hong Kong Wi-Fi networks,but also to win a major corporate con- tract with Ocean Park to launch a Wi-Fi service and mobile apps. “The acquisition of the Wi-Fi company was seemingly well- executed and strategically sound,” Jephcott added. Other initiatives included boos- ting the efficiency of the Guangzhou call centre, which began with a visit to CVC’s Philippines-based portfolio company, call centre specialist SPi Global, and an early key hire of a new CIO who helped develop a long- term IT strategy. Thisidentifiedareasthathadmade SPi Global over 20 percent more productive than HKBN’s agents and allowed HKBN to focus on improving those areas.The upshot was revenue and EBITDA growth of 8 percent and 14 percent respectively under CVC’s stewardship,and the success- ful IPO of HKBN in March 2015 yielded a 3.6x multiple and a 58 percent IRR. n PEI Operational Excellence Awards 2015 Asia-Pacific we made that a more segregated approach to improve the ARPU,” Lam said. CVC had worked with HKBN’s marketing team to segment the cus- tomer base by demographics and broadband usage patterns. This allowed HKBN to develop several bundles targeting the differ- ingcustomersegmentsandtheupshot was a monthly residential ARPU increase from HK$155 in August 2012 to HK$184 in February 2015. Significantly, over the time period, monthly customer churn rate was kept well below 1 percent. Dominic Jephcott, chief execu- tive of Vendigital and one of the judges, was impressed by CVC’s ini- tial focus on growing the top line through that segmentation. “It gave useful insight that was acted on to increase ARPU,”he said. CVC also helped grow the com- pany’s customer base beyond its residential roots into the competitive corporate business sector.By working 14% EBITDA growth of HKBN under CVC’s stewardship 3.6x Exit multiple realised by CVC on HKBN’s flotation 58% IRR realised on flotation Making a splash: HKBN grew its customer base beyond its residential roots into the corporate business sector
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  • 34. 32 private equity international october 2015 PEI Operational Excellence Awards 2015 EMEA Aurelius: Connectis WINNER — SMALL CAP Switzerland-based ICT company Connectis was generating revenues of SFr73.3 million (€66.8 mil- lion; $75 million) and EBITDA of SFr500,000 when it was acquired by Germany-listed investment company Aurelius in 2008,in a deal valuing the business at €1.7 million. Fast-forward six years and Aure- lius was selling Connectis to strate- gic investor SPIE Group,a European multi-service provider in the fields of electronics and information tech- nology, mechanical engineering and building services, in a deal valuing the business at SFr48 million.During the hold period Aurelius had boosted revenues 87 percent to SFr144.5 million, grown EBITDA to SFr9.1 million, and increased employee numbers from 220 at entry to more than 300. “Eighty-seven percent revenue growth translated into 18 times EBITDA growth and only 40 per- cent increase in personnel speaks for operational excellence,” said judge Thomas Pütter. Aurelius acquired Connectis from Swiss Sunrise Group, and the firm’s specialist operational team immedia- tely set about developing a business strategy, which included supporting both organic and acquisitive growth. Aurelius’ Matthias Täubl led the team, becoming chief executive to lead the turnaround alongside management. Aurelius appointed a group of operational specialists from its “task force”, a team of more than 35 Aurelius employees who work in addition to the deal team. This “The operational focus is evi- denced by the full-time appointment of an Aurelius partner as CEO and the application of different opera- tional specialists at different points in time to respective tasks in the company,” Pütter added. “Busi- ness innovation, personnel changes and supply chain improvements all combined to bring about the turna- round.” At the time of exit Connectis had grown to the second largest ICT pro- vider in Switzerland,offering its cus- tomers solutions for secure networks and applications in voice, data and video communications, along with unified communications and work- space management services.The sale provided Aurelius with a staggering return on investment of 25.7x. “This was my clear winner in the category both because of the size of the transformation and the clear involvement of the fund,” Graham said. n meant that the right expertise was applied throughout the investment period as the business grew. “I assumed that maybe there had been a stellar CEO – but to see that one of Aurelius’ operating team had stepped in to run the turnaround as CEO, it’s clear that this wasn’t a firm trying to take credit for mana- gement’s hard work,” judge Miles Graham said. Aurelius also brought in further members of its task force in part- time roles throughout the invest- ment period to support the team already in place. On the organic growth side, Aurelius helped Connectis expand its product portfolio toward higher margin solutions, including shifting from a low profitability, one-time re-sale business to a recurring ser- vice business of long-term contracts. Aurelius helped to drive innovation within the business, making stra- tegic personnel appointments and improving efficiencies in the supply chain. Aurelius also provided acquisition financing and operational support for Connectis’ buy-and-build strategy. Deals completed under Aurelius’ ownership included: the acquisition of Telindus in 2009, through which Connectis took over Telindus CH’s employees and clients; the takeover of Grouptex in 2011; the acquisi- tion and integration of Getronics Switzerland; and the acquisition of NEC Unified Communications in Switzerland,which was subsequently rebranded to Softix. 25.7x Return multiple 5th Player in Swiss market at entry 2nd Player in Swiss market at exit SFr0.5m EBITDA on entry SFr9.1m EBITDA on exit Connectis: sale provided Aurelius with a return on investment of 25.7x