McGovern says investors should naturally expect lower returns
on these transactions than can be reaped on smaller deals, because they have
lower risk. "For the mega buyout deals, we tend to look for funds that can
generate at least 2-times return on capital over a five- or six-year holding
period, which is about 20 percent internal rate of return. Whether they can do
that is the question. Most of them will end up in the 1.5- to 2-times range. In
the smaller and middle end of the market, our return bogey is higher, say 2.5,
close to 3-times return on capital," he says.Robert Friedman is the New York-based senior managing director,
chief administrative officer and chief legal officer of The Blackstone Group,
one of the largest and most successful private equity firms. He says that large
transactions’ stability is an advantage, in part because it makes the
debt-raising process easier. "You get more competitive financing," he notes. The
exit strategy is also more efficient with larger deals, he argues. "Bigger
initial public offerings tend to be more successful because they give the market
the greater liquidity that it wants." Expanding the Expansive Despite this, size can bring its own problems. It is easier to
create value by buying, say, a chain of restaurants in the Midwest with a view
to increasing its advertising budget to gain market share than it is to grow a
multinational company like SunGard or Hertz. "There is no doubt it is harder to
grow a $5 billion company 10 percent a year than a $200 million company 50
percent a year," notes Paul Deninger, Boston-based vice chairman of investment
bank Jefferies, which provides financing for private equity deals. McGovern
adds, "When we meet with the bigger buyout fund managers, we talk a lot about
competitive dynamics, and we try to figure out whether they are just competing
based on price, or whether they have some kind of factor that differentiates
them from their peers in the market. That’s what investors need to look for."
Gaining a sense of the probability of success when no two
transactions are the same may be best left to the professionals, either fund of
fund managers or specialist private equity advisors. "Each deal has its own
investment thesis and its own strategy," Friedman says. Take General Motors’
$7.4 billion sale of a 51 percent stake in its GMAC financing business to a
private investor group led by Cerberus Capital Management in April. GMAC itself
is a healthy company and is very profitable. By detaching it from its struggling
parent, the aim of the new owners seems to be to reduce its cost of capital and
eventually secure credit rating upgrades. If they succeed, they will make GMAC
an even more profitable business. However, it looks as if GMAC’s core business,
financing GM’s sales, will remain unchanged. Here, investors have to weigh the
probability of those credit upgrades against the risk that their main customer
may go bust. And, despite the fact that a driver of these deals is the need
to avoid concentrated risk, investors in funds involved in these mega
transactions may find themselves exposed to risk in another way. "You may have
put money in various different funds to spread your risk out, and now these
funds are all clubbing together and making one investment," explains Malcolm
Wright, a partner in the New York office of KPMG, an international network of
financial firms. The viability of deals done by consortia depends, crucially, on
the ability of these rival firms to set aside their differences and work
together effectively. "Each one of these firms has a different point of view on
almost every issue, I suspect, and I think it’s the nature of the beast that you
add more layers of complexity the more people you add," says Charley Jacobs, who
heads the private equity practice area at Boston-based law firm Nixon Peabody.
Even so, many of these firms partner again and again. And, as
an October 2005 analysis from the Private Equity Leadership Network, an industry
group, noted, classic game theory holds that while one-time partnerships are
fraught with distrust, the value of cooperation increases dramatically for those
who anticipate working on a series of deals together.
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