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RCP Advisors
North American Lower Middle Market Buyouts
Co-Investment Diligence:
Assessing the Operating Plan
This confidential presentation (this Presentation) has been prepared by RCP Advisors (together with its affiliates, RCP or the Firm) for information purposes only and may not be used or reproduced for any other purpose. This Presentation and the information contained
herein are highly confidential and for the use solely by the person to whom this Presentation is delivered. This presentation does not constitute an offer to sell or buy any securities and may not be used or relied upon in connection with any offer or sale of securities. This
Presentation represents the views of RCP at the time of publication and are subject to change without notice. The conclusions are speculative in nature and are not intended to predict the future of any specific investment strategy. Although information in this document has
been obtained from sources believed to be reliable, RCP does not warrant the accuracy or completeness and accepts no liability for any direct or consequential losses arising from its use. Past performance is not necessarily indicative, or a guarantee of, future results.
The Presentation is not a substitute for a client-specific suitability analysis conducted by you and your Financial Advisor/Private Wealth Advisor. You and your Financial Advisor/Private Wealth Advisor must determine the suitability of a particular investment based on the
characteristics and features of the investment and relevant information provided by you, including, but not limited to, your existing portfolio, investment objectives, risk profile, and liquidity needs. Before investing in any fund, you must review and be familiar with the funds
offering materials, including the private placement memorandum or prospectus, which will include important information about investment objectives, terms, significant risks, and conflicts of interest.
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Investors should carefully review and consider potential risks before investing. Certain of these risks may include loss of all or a substantial portion of the investment due to leveraging, shortselling, or other speculative practices, lack of liquidity in that there may be no secondary
market for the fund and none is expected to develop, volatility of returns, restrictions on transferring interests in a fund, potential lack of diversification and resulting higher risk due to concentration of trading authority when a single advisor is utilized, absence of information
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investment programs that will vary from fund to fund.
In the ordinary course of its business, RCP engages in a broad spectrum of activities including, among others, sponsoring and managing private investment funds, advisory services, and investment research services. In engaging in these activities, the interest of RCP may conflict
with the interests of clients.
The sole purpose of this Presentation is to inform, and it in no way is intended to be an offer or solicitation to purchase or sell any security or other investment or service. Investments mentioned in this Presentation may not be suitable for all investors. Before making any
investment, each investor should carefully consider the risks associated with the investment and make a determination based upon the investors own particular circumstances, that the investment is consistent with the investors investment objectives.
Where appropriate, certain information contained herein excludes references to those funds managed by RCP which have a different investment focus, strategy, philosophy, or otherwise deviate from RCPs primary focus on North American lower middle market buyouts
(including, without limitation, non-discretionary advisory clients and discretionary separately managed accounts). Because this Presentation primarily relates to private equity investments that focus on leveraged buyouts, any references to RCPs investment focus, strategy,
philosophy, or any related matters contained herein pertain to RCPs focus on North American lower middle market buyouts, unless specified otherwise or unless the context otherwise requires. RCP believes that excluding the foregoing investment vehicles from such tables
does not have a material effect on the results portrayed. RCP also believes that it has maintained a consistent strategy of investing in the North American lower middle market since the Firms inception.
Targets and/or projections are only estimates of future results based upon assumptions made at the time the projections are developed. There can be no assurance that the projected results are correct or will be obtained, and actual results may vary significantly from the
projections.
Terms used herein such as top-tier, high caliber, high profile and top-quartile are based on RCP Advisors qualitative assessment of a managers team, strategy and track record (to the extent one exists). The words expects, intends, anticipates, believes, estimates,
may, might, will, would, project, and predict, and analogous expressions are intended to identify forward-looking statements and are not guarantees of future performance or results. Any forward-looking statements inherently are subject to a variety of risks and
uncertainties that could cause actual results or events to differ materially from those results or events predicted or anticipated by these statements, including any results described herein. Accordingly, investors should not rely on these statements. Additionally, any references
herein to the number of RCP employees is to full-time employees only.
The information set forth herein does not purport to be complete. Information obtained from third parties is believed to be reliable, but no representation, warranty or undertaking, express or implied, is given as to the accuracy or completeness of such information.
Performance information provided herein was not prepared, reviewed or approved by the underlying funds or their general partners.
This Presentation and the statements and information contained herein are made as of June 1, 2017, unless stated otherwise herein. The delivery of this Presentation shall not, under any circumstances, create an implication that the information contained herein is correct as of
any time subsequent to the date hereof.
This document is not intended, and should not be construed, as marketing materials for the purposes of the Directive 2011/61/EU on alternative investment fund managers (AIFMD) in any member states (each, a relevant member state) of the European Economic Area
(EEA) that has implemented AIFMD.
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Overview
*Committed capital is calculated based on aggregate committed capital to all funds advised by RCP since the firms inception in 2001 (including RCPs nondiscretionary advisory accounts as well as RCP Funds that
have since been sold, dissolved, or otherwise wound down). Does not include RCPs ancillary products and services. As of June 1, 2017. **Refers to RCPs discretionary funds.
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RCP Co-Investment Strategy
Co-Investment Strategy
Co-invest with top managers in the lower middle market buyout niche
$100M to $1B fund size
Target companies with enterprise values between $25M to $500M
Target co-investments between $5M and $15M
Diversified by manager, industry, and strategy across 20 to 25 companies*
Investment Advantages
The figures set forth represent RCPs preferred ranges with respect to such figures but actual figures may vary due to circumstances at the time of investment. Note: All references to targets, projections,
sources, databases, benchmarks, biases, metrics and performance contained in this presentation are qualified in their entireties by reference to all of the notes contained in the Notice and Appendix. The
explanatory notes and methodology contained in those notes should be carefully reviewed in full.
*Diversification does not guarantee a profit or protect against a loss in declining markets.
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Evaluate Companies Along Consistent Criteria
Quality management
Note: All references to targets, projections, sources, databases, benchmarks, biases, metrics and performance contained in this presentation are qualified in their entireties by reference to all of the notes
contained in the Notice and Appendix. The explanatory notes and methodology contained in those notes should be carefully reviewed in full.
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Evaluate Companies Along Consistent Criteria
Note: All references to targets, projections, sources, databases, benchmarks, biases, metrics and performance contained in this presentation are qualified in their entireties by reference to all of the notes
contained in the Notice and Appendix. The explanatory notes and methodology contained in those notes should be carefully reviewed in full.
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Investment Approach Selection Process
Investment Overview
Diligence calls on industry and company, market and M&A
Qualified deal opportunities/Initial screen comparables, analyze 3rd party and sponsor diligence,
~100-120 per year complete financial model with scenario analysis
Summary Memo
Conduct primary due diligence Sponsor quality, industry attractiveness, and business
~40 differentiation determine whether to engage in
further diligence
Proceed to management
Due Diligence Updates
meeting
~10 Assess management team quality, alignment with sponsor
strategy and ability to execute base case
Invest
~3-7
Final Investment Memo to Investment Committee
Present final memo and recommendation to Investment Committee
Note: All references to targets, projections, sources, databases, benchmarks, biases, metrics and performance contained in this presentation are qualified in their entireties by reference to all of the notes
contained in the Notice and Appendix. The explanatory notes and methodology contained in those notes should be carefully reviewed in full.
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Conduct Our Own Financial Analysis
RCP leverages sponsor diligence and our own proprietary company and industry diligence to develop our own
model assumptions
Allows us to test sponsor assumptions
Create our own base case scenario and return analysis
Run sensitivity analysis on the key variables and determine value drivers
Note: All references to targets, projections, sources, databases, benchmarks, biases, metrics and performance contained in this presentation are qualified in their entireties by reference to all of the notes
contained in the Notice and Appendix. The explanatory notes and methodology contained in those notes should be carefully reviewed in full.
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RCPs Database Overview
An analytical tool to facilitate RCPs fund sourcing, fund selection, and portfolio management activities
A flexible platform that stores and organizes information on RCPs universe of buyout managers (filterable, sortable, up-to-date)
Extensive data collection at the General Partner, Fund, and Operating Company Level, as well as Internal Evaluations
18,000+ transactions
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RCPs Advantage in Data Collection
Public Data
Other Private Data
Providers
Parameters RCP Institutional GPs Providers
(Preqin, GFData,
Investors (Cambridge, etc.)
CapIQ,etc.)
No Self-Reporting Bias/GPs
Incentivized to Participate
Advantages in Data Collection reflect the opinions of RCP and have not been independently verified.
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Analysis (Benchmark Results)
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Takeaways: EBITDA Growth
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Takeaways: Margin Improvement
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Case Study
Target Returns
ROIC 2.5x IRR 20%
Operating Model
Year 1 Year 2 Year 3 Year 4 Year 5
Revenue Implied CAGR
Base Case $24.00 $28.80 $31.68 $34.85 $38.33 12%
Upside Case $26.00 $33.80 $40.56 $48.67 $58.41 22%
Downside Case $22.00 $24.20 $25.41 $26.68 $28.01 6%
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Two Distinct Company Profiles
Case 1:
Industry: Healthcare Services Comp set: Healthcare
Size: $50m in initial EV Comp set: <$100m
Timing: Decreasing Comp set: 2009-2011
Case 2:
Industry: Beauty Products Comp set: Consumer
Size: $250m in initial EV Comp set: >$100m
Timing: Increasing Comp set: 2005-2008
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Case 1: Analysis
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Case 2: Analysis
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Takeaways
Case 1:
Assumptions across revenue and EBITDA growth as well as margin improvement are relatively
conservative, especially given sector dynamics, even in the upside scenario
Sponsor quality / sector expertise may not be as (relatively!) essential to diligence given more
achievable projections according to market data
Case 2:
Assumptions are not necessarily conservative, but more relatively aggressive than case 1
Would expect sponsor quality to play a larger role in diligence discussion as operating assumptions
imply above market achievements
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Appendix
RCP collected information from PE Firms, third party data providers (e.g., Preqin, etc.), and public data sources for inclusion in the dataset. RCPs
strategy is focused primarily on North American lower-middle market buyouts, so a majority of managers analyzed operate in this segment of the
market
In total, RCP tracks information on more than 1,200 fund managers, as of June 1, 2017. Manager strategies include Buyout, Growth, Buyout &
Growth, Distressed, and Multi-Strategy; Mezzanine and other credit strategies are largely excluded from analysis, but can be added if relevant.
Venture, Real Estate, and other unrelated strategies are completely excluded. Fund strategy classifications are determined based on internal RCP
assessment
Deals analyzed range from enterprise values of less than $1m to greater than $20b with an average of ~$145M and companies are assigned
various levels of industry classification based on those provided by S&P Global Market Intelligence
Both sector specialist and industry agnostic strategies are included. Data set includes managers that invest in Consumer, Healthcare, Business
Services, Technology, and Industrials sectors (among others), or any combination of the aforementioned.
Because analysis is often disaggregated by manager maturity, manager strategy, company sector, etc., certain analyses may be performed on
smaller sample sizes and may be biased by one or several data points.
Past performance is not an indication of future performance, provides no guarantee for the future, and is not constant over time
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Appendix
This Presentation is based on secondary market research, analysis of financial information available or provided to RCP Advisors by certain third-party sources as well as the GPs of
various private equity funds. RCP Advisors has not independently verified any such information provided or available to RCP and makes no representation or warranty, express or
implied, that such information is accurate or complete. Projected market and financial information, analyses and conclusions contained herein are based on the information described
above and on RCPs judgment, and should not be construed as definitive forecasts or guarantees of future performance or results. The information and analysis herein do not constitute
advice of any kind, are not intended to be used for investment purposes, and neither RCP Advisors nor any of its subsidiaries, affiliates or their respective officers, directors,
shareholders, employees or agents accept any responsibility or liability with respect to the use of or reliance on any information or analysis contained in this Presentation. This
Presentation is copyrighted by RCP Advisors and may not be published, transmitted, broadcast, copied, reproduced or reprinted in whole or in part without the explicit written
permission of RCP.
Sources:
RCP Database: Provides private fund and investment-level performance data drawn from fundraising and diligence documents produced by general partners and publicly available
information, as well as quarterly unaudited and audited annual financial statements produced by RCPs underlying fund managers. As of June 30, 2017, RCPs database contains
information on more than 1,200 fund managers and more than 2,500 funds. These documents are provided to RCP by the fund managers themselves.
Biases within the Presentation and other factors for consideration include:
Reporting bias:
- Many GPs will present adjusted metrics and withhold less attractive results
- Positive skew:
- Survivorship bias (1): disposition effect (PE firms will often hold underperformers longer and sell outperformers; study considers only realized deals, which can skew
toward better performers)
- Survivorship bias (2): information flow will be biased towards managers successful enough to raise subsequent funds; given updated return information is primarily
gathered during fundraising diligence, data reflects deals transacted by relatively more successful managers
- CAGRs/margin calculations cannot account for negative results and data is excluded
- Due to RCPs lower middle market focus, data is skewed to smaller companies
This Presentation and the statements and information contained herein are made as of June 30, 2017, unless stated otherwise herein. The delivery of this Presentation shall not, under
any circumstances, create an implication that the information contained herein is correct as of any time subsequent to the date hereof.
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Chicago, IL 60606 Newport Beach, CA 92625
Tel: 312.266.7300 Tel: 949.355.5000
Fax: 312.266.7433 Fax: 949.355.5010
www.rcpadvisors.com
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