Private Equity Meaning Investments Structure Explanation

What is Private Equity?

The ultimate goal of PE investments is to boost a company’s growth to the extent that it can go public or get acquired by a bigger entity. In exchange, investors earn fees and a substantial share of the improved profits. Many times, they also become the company’s shareholders.

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Key Takeaways

Private equity is a financing method that facilitates companies to acquire direct investments from PE firms for a long-term without adopting the traditional ways of fundraising such as public listing or business loans.The various methods adopted by the PE firms to invest in companies include buyout or leveraged buyout, merger, venture capitalVenture CapitalVenture capital (VC) refers to a type of long-term finance extended to startups with high-growth potential to help them succeed exponentially. read more, growth capital, distress funding, fund of funds, etc.PE firms charge a management fee of typically 2% of AMU and a performance fee of 20% of the profits.

Private Equity Explained

Private equity comes as a rescue when struggling or growing companies cannot opt for public trading or bank loans. Resultantly, they take the help of a private equity firmPrivate Equity FirmPrivate equity firms are investment managers who invest in many corporations’ private equities using various strategies such as leveraged buyouts, growth capital, and venture capital. The top private equity firms include Apollo Global Management LLC, Blackstone Group LP, Carlyle Group, and KKR & Company LP.read more that invests in the business directly without the need for public listing. A PE fund receives funding from wealthy investors, pension fundsPension FundsA pension fund refers to any plan or scheme set up by an employer which generates regular income for employees after their retirement. This pooled contribution from the pension plan is invested conservatively in government securities, blue-chip stocks, and investment-grade bonds to ensure that it generates sufficient returns.read more, labor unions, Insurance companies, universities endowments, foundations, etc.

The fund involves a limited partnershipLimited PartnershipIn a limited partnership, two or more individuals form an entity to undertake business activities and share profits. At least one person acts as a general partner against one limited partner who will have limited liability enjoying the benefits of less stringent tax laws.read more between general partners and limited partners. A general partnerGeneral PartnerA general partner (GP) refers to the private equity firm responsible for managing a private equity fund. The private equity firm acts as a GP, and the external investors are limited partners (LPs).read more contributes 1-3% of the total investment and handles the fund’s management as a manager. The rest of the funding comes from limited partners whose liabilities and earnings are proportional to their capital contribution. They lock in funds for 3-5 years.

A company acquires PE funding to revamp its business or to grow. End goals usually revolve around going publicGoing PublicGoing public is a corporate practice in which an unlisted, private company allows the public to purchase its old or new stock for the first time. read more, mergers or being acquired by a successful firm. PE firms tend to help with these objectives in exchange for management and performance fees. The management fee is usually 2% of the asset under management (AUM).

While the performance fee is the share of net profit allocated to the General Partner, it is typically 20% of the profit. A general partner can earn it most of the time after the hurdle rate is achieved. Many times, limited or general partners also acquire some equities of the company.

Private Equity Investments

Raising PE capital from investors involves three crucial phases, i.e., pre-offering, offering and closing. Once convinced that the business holds potential, the PE firm invests in it through any of the following routes –

Buyout or Leveraged Buyout: Here, the PE firm extends finance by buying the firm. Usually, more established companies raise funds through buyoutsBuyoutsA buyout is a process of acquiring a controlling interest in a company, either via out-and-out purchase or through the purchase of controlling equity interest. The underlying principle is that the acquirer believes that the target company’s assets are undervalued.read more with the investors exercising a controlling interest in the business. In many cases, once the business bounces back or shows enough potential, the firm sells it off to another company or makes it public.Venture Capital: Startups and other small emerging entities are often left behind due to lack of funds. When they exhibit high growth potential with visionary business plans, venture capitalists provide them funding.Growth Capital: When a mature company seeks finance for expanding its business operations through restructuring or penetration into new markets, PE firms extend growth capitalGrowth CapitalGrowth Capital, also called Expansion capital, is the amount of money offered to the fast-growing businesses requiring finances to expand their operations or new market ventures. All in all, it helps facilitate target firms for accelerating their growth rate. read more. Distress Funding: Hedge funds, investment firms and business development companies usually purchase a distressed company’s debt at a significant discount to make profits if the target company revives.Fund of Funds: PE firms pool investors’ money using mutual or hedge fundsHedge FundsA hedge fund is an aggressively invested portfolio made through pooling of various investors and institutional investor’s fund. It supports various assets providing high returns in exchange for higher risk through multiple risk management and hedging techniques.read more. It helps retail investorsRetail InvestorsA retail investor is a non-professional individual investor who tends to invest a small sum in the equities, bonds, mutual funds, exchange-traded funds, and other baskets of securities. They often take the services of online or traditional brokerage firms or advisors for investment decision-making.read more in putting their money as otherwise they cannot invest such massive amounts.Real Estate Private Equity: Such funds are accessible to high-net-worth investors, providing them with an opportunity to invest a considerable sum in the real estate through ownership, acquisitionAcquisitionAcquisition refers to the strategic move of one company buying another company by acquiring major stakes of the firm. Usually, companies acquire an existing business to share its customer base, operations and market presence. It is one of the popular ways of business expansion.read more or financing of the target company.

Examples of Private Equity

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A renowned example of private equity funding is the ride-service company Lyft. As a startup, it had been raising funds privately that helped it grow into one of the largest cab companies in the US and a close rival of Uber.

In 2017, Lyft raised an additional $600 million Series G PE funding, valuing the firm at $7.5 billion, a steep increase from the $5.5 billion funding round of 2018. Finally, in 2019, Lyft went public with its first-day valuation at $22.2 billion. The image above shows its journey of fundraising.

A piece of more recent news about private equity funding is of Morrisons, which is Britain’s fourth-largest supermarket. In 2021, Morrisons agreed to the takeover proposal by a global investment company, Fortress Investment Group. The deal values Morrisons at $8.7 billion. The supermarket giant rejected another PE firm’s offer of 5.52 billion pounds before saying yes to Fortress.

Let us now take a look at some highly renowned private equity firms of the world.

Private Equity Deal Structuring

A PE deal is structured after the investor negotiates with the investee and lays down the final clauses in a term sheet. In addition, there is usually an anti-dilution provision. It protects an investor from stock dilutionStock DilutionStock dilution is defined as a decrease in the percentage of the ownership held by the existing shareholders because of the new shares issued. Such a dilution can happen either by offering shares in exchange for funds or converting dilutive securities like stock options and convertible debt.read more if the stock is later issued at a lower price than what the investor originally paid.

Thus, PE would fund a company in any of the following ways:

Common Stock: The investor and the target company (investee) mutually decide a certain sum to be given as funds. In addition, they decide upon the percentage of stock the investor will receive.Preferred Stock: PE firms are always keen to use preferred Stock structures the most as it can be converted to common stock at the holder’s decision.Debt Financing with an Equity kicker : It can be used by investees who are already operational and profitable or have reached Break-even. The number of shares and percentages is based on the size of the loan and the company’s value.Convertible Debt: Here, the investor can convert the holding at will into common stocksCommon StocksCommon stocks are the number of shares of a company and are found in the balance sheet. It is calculated by subtracting retained earnings from total equity.read more of the company. Most often, investors with the motive to earn high returns, make use of their conversion rights.Reverse Mergers: When an ongoing private company amalgamates with an existing public company with a trading symbol, it is termed as a reverse mergerReverse MergerReverse merger refers to a type of merger in which private companies acquire a public company by exchanging the majority of its shares with a public company, thereby effectively becoming a subsidiary of a publicly-traded company. It is also known as reverse IPO or Reverse Take Over (RTO)read more. Such a public company is referred to as a shell company.Participating Preferred Stock: It is a combination of preferred and common stocks. It can be converted to equity without the participating features when the company makes an initial public offeringInitial Public OfferingAn initial public offering (IPO) occurs when a private company makes its shares available to the general public for the first time. IPO is a means of raising capital for companies by allowing them to trade their shares on the stock exchange.read more (IPO). Participation can either be equal or based on the seniority of rounds.Multiple Liquidation Preference: Here, preferred stockholders of a specific round of financing get the right to receive a multiple of their original investment when the company is sold or liquidated. This multiple can be 2x, 3x, or even 6x. Multiple liquidation preferences permit the investor to convert to common stock if the company performs well.Warrants: Warranties are derivative securities that give the holder the right to purchase shares of a company. Purchased at a pre-determined price, usually, they are issued to make stocks or bondsBondsBonds refer to the debt instruments issued by governments or corporations to acquire investors’ funds for a certain period.read more more attractive to potential investors.Options: Options gives the investor a right to purchase/sell shares of stock at a specific price, within a period. Stock purchase options are most common option.Full Ratchets: Full Ratchets is a mechanism of protecting investors from future down rounds. If the full ratchet provision states that if a company in future issues stock which is at a lower price per share than existing preferred stock. Then, the conversion price of the existing preferred stock would be adjusted downward to the new, lower price which increases the number of shares of previous investors. Term sheet in Private Equity will give more clarity on these mechanisms.

Performance Measure

Since successful PE deals can rake in billions, private equity jobs are quite popular as many companies pay handsome salaries. As per Glassdoor, the annual national average salary of a private equity associate in the US is $1,16,366. However, it is not easy to measure illiquid investments like PE investments compared to measuring the performance of the traditional asset classes. As such, the Internal Rate of ReturnInternal Rate Of ReturnInternal rate of return (IRR) is the discount rate that sets the net present value of all future cash flow from a project to zero. It compares and selects the best project, wherein a project with an IRR over and above the minimum acceptable return (hurdle rate) is selected.read more (IRR) and investments multiples are the two measures used to assess Private Equity investments’ performance.

The table below provides us with the types of PE investments along with their IRR return expectations.

Private Equity Trends

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The industry saw tremendous growth post-1970s. In 2017, the total assetTotal AssetTotal Assets is the sum of a company’s current and noncurrent assets. Total assets also equals to the sum of total liabilities and total shareholder funds. Total Assets = Liabilities + Shareholder Equityread more under the management of all PE funds together was reported to be USD 2.5 trillion. This growth has been due to the consistent and robust fundraised over the years by them.

Over the years, this industry has undergone consolidation, and hence the number of funds has fallen. Apart from traditional investors such as family officesFamily OfficesA family office is a management entity that holistically manages the investment and other finance-related needs of ultra-high-net-worth families. It is difficult to define the qualifying level to be branded as a UHNW family.read more and university endowments, PE fund has also attracted non-traditional investors such as sovereign wealth funds.

As per a report, the first quarter of 2020 witnessed a sharp decline in the PE investments by 25% in the US and 33% in Europe. In contrast, Asia recorded a 25% increase in the second quarter. The firms are now focusing on digitization of the investment cycle to facilitate easy access to the investors. Many investors are showing inclinations towards PE firms focusing on environmental, social and governance (ESG) factors.

What is Private Equity?#

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Private Equity Explained#

Private Equity Investments#

Examples of Private Equity#

Private Equity Deal Structuring#

Performance Measure#

Private Equity Trends#

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