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Your Private Equity Partner in the Lower Middle Market

RCP Advisors
North American Lower Middle Market Buyouts

Co-Investment Diligence:
Assessing the Operating Plan

PRIVATE & CONFIDENTIAL


Important Notice

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.

Alternative investments can be highly illiquid, are speculative and not suitable for all investors. Investing in alternative investments is only intended for experienced and sophisticated investors who are willing to bear the high economic risks associated with such an investment.
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
regarding valuations and pricing, complex tax structures and delays in tax reporting, less regulation and higher fees than mutual funds, and risks associated with the operations, personnel and processes of the manager. Individual funds will have specific risks related to their
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.

PRIVATE & CONFIDENTIAL Your Private Equity Partner in the Lower Middle Market | 2
Overview

A leading independent private equity fund sponsor since 2001

Consistent Strategy Extensive Portfolio Experienced Team

North American lower middle ~$5.6B in committed capital* 44 professionals


market buyouts 21 RCP Funds** Investment Committee - Over 100
Primary Funds-of-Funds 200+ investments across 100+ fund years of combined PE and
Secondary Funds managers transaction experience

Co-Investments More than 1,400 portfolio Independent Firm


companies

*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.

PRIVATE & CONFIDENTIAL Your Private Equity Partner in the Lower Middle Market | 3
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

Capitalize on market position to cultivate deal flow


Leverage experience, database and rigorous underwriting process to select high quality deals
RCP has invested ~$127M across 24 transactions since 2007
Prior to RCP, Investment Team has over 20 years of direct investment experience

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.

PRIVATE & CONFIDENTIAL Your Private Equity Partner in the Lower Middle Market | 4
Evaluate Companies Along Consistent Criteria

Quality and Fit of Sponsor Growth and Stability of the Industry


Strong historical returns Sector growth in excess of 5%

Relevant sector experience Limited cyclicality

Ability to add value Limited government regulation


Evaluation
Process

Favorable Deal Dynamics Quality of the Company


Purchase valuation/ Market leader or defensible market
Inefficient process position

Modeling sensitivity/ Recurring revenue


Risk assessment
Strong free cash flow
Exit options
Diverse customer base

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.

PRIVATE & CONFIDENTIAL Your Private Equity Partner in the Lower Middle Market | 5
Evaluate Companies Along Consistent Criteria

RCPs structure and process provide:


Framework for consistent analysis

Clarity on stress points with the investment

Mitigates deal goggles or deal fatigue

Mandates collaboration by the entire team

Sample Scoring Sheets Used Throughout the Process

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.

PRIVATE & CONFIDENTIAL Your Private Equity Partner in the Lower Middle Market | 6
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.

PRIVATE & CONFIDENTIAL Your Private Equity Partner in the Lower Middle Market | 7
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

Purchase Price Analysis Sources: Uses:


Enterprise Value $170.0 Senior Debt $60.1 Equity Purchase $130.5
Sub Debt 23.1 Debt Retirement 39.5
LTM EBITDA $18.5 Management Rollover 17.0 Fees 5.0
Implied Multiple 9.2x Sponsor & RCP Equity 74.7
Total Sources $175.0 Total Uses $175.0

Value Creation Breakdown


Summary Financials
$1,400.0
Actual Projected 5 Year
2009 2010 2011 2012 2013 2014 2015 CAGR
$1,200.0
Revenue $65.3 $72.8 $89.1 $107.7 $128.8 $149.9 $168.8 18.3%
% Growth 11.5% 22.4% 20.8% 19.6% 16.3% 12.7%
$1,000.0 $328.3
EBITDA $16.4 $18.5 $21.6 $25.5 $31.2 $37.4 $43.5 18.6%
% Margin 25.0% 25.4% 24.2% 23.6% 24.2% 24.9% 25.8% $800.0
Total Debt $39.5 $82.3 $77.8 $69.9 $57.6 $40.5
$149.3
Debt / EBITDA 2.1x 3.8x 3.1x 2.2x 1.5x 0.9x $600.0 $1,167.4
FCF (EBITDA - CapEx- Taxes) $13.7 $17.5 $19.7 $23.0 $26.5 $29.8 $325.6
FCF% of EBITDA 73.8% 81.3% 77.2% 73.9% 71.0% 68.6% $400.0
Return on Net Tangible Assets 67.5% 76.6% 86.3% 96.1% 105.7%
$200.0
$321.1
Exit Year Exit Year
2013 2014 2015 2016 2013 2014 2015 2016 $0.0 ($43.0)
7.5x 1.8x 2.4x 3.1x 3.8x 7.5x 21.8% 25.0% 25.7% 24.7%
Exit 8.0x 2.0x 2.6x 3.4x 4.0x Exit 8.0x 25.5% 27.6% 27.5% 26.1%
Beginning EQ Revenue Growth EBITDA Margin De-Levering Multiple Expansion Ending EQ
Multiple 8.5x 2.1x 2.9x 3.6x 4.3x Multiple 8.5x 29.0% 30.0% 29.3% 27.5% ($200.0)
9.0x 2.3x 3.1x 3.8x 4.6x 9.0x 32.3% 32.2% 30.9% 28.8%
9.5x 2.5x 3.3x 4.1x 4.8x 9.5x 35.5% 34.4% 32.5% 30.0%

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.

PRIVATE & CONFIDENTIAL Your Private Equity Partner in the Lower Middle Market | 8
RCPs Database Overview

RCPs Robust and Powerful Database Serves as a Strong Competitive Differentiator

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

~1,000 private equity firms tracked

2,000+ individual funds

18,000+ transactions

Tracking metrics, such as Entry EBITDA Multiple,


Debt Multiple, Enterprise Value, Holding period
Revenue, EBITDA, and Net-Debt, and Exit EBITDA
Multiple

85,000+ unique entries relating to different PE


metrics

Fund Evaluation Scorecards, Ongoing Portfolio


Grades, Internal Comments/Meeting Notes

Source: RCP Database.

PRIVATE & CONFIDENTIAL Your Private Equity Partner in the Lower Middle Market | 9
RCPs Advantage in Data Collection

Public Data
Other Private Data
Providers
Parameters RCP Institutional GPs Providers
(Preqin, GFData,
Investors (Cambridge, etc.)
CapIQ,etc.)

Constant Market Exposure

Exposure to Multiple Sectors,


Strategies

No Self-Reporting Bias/GPs
Incentivized to Participate

Access to Private Information

Cultural AND Financial


Investment in Data Importance

Direct, In Person Meetings

Cultural AND Financial


Investment in Technology

10+ Year History

Advantages in Data Collection reflect the opinions of RCP and have not been independently verified.

PRIVATE & CONFIDENTIAL Your Private Equity Partner in the Lower Middle Market | 10
Analysis (Benchmark Results)

PRIVATE & CONFIDENTIAL


Takeaways: Revenue Growth

Group Avg. Bottom Q Median Top Q IQR


All 19.33% 2.69% 10.20% 22.43% 19.74%
Industry
Healthcare 19.07% 5.76% 14.39% 27.80% 22.04%
Consumer 12.17% 0.68% 7.26% 17.33% 16.65%
Industrials 13.70% 2.46% 8.91% 19.58% 17.12%
IT 32.27% 5.33% 15.00% 29.60% 24.27%
Size
<$100m EV 20.18% 3.51% 11.25% 24.06% 20.55%
>$100m EV 17.33% 1.61% 7.69% 17.58% 15.97%
Timing
2008 2011 15.49% 3.52% 11.06% 22.94% 19.42%
2005 2008 15.80% 1.57% 8.24% 18.31% 16.74%
Source: RCP Database.

PRIVATE & CONFIDENTIAL Your Private Equity Partner in the Lower Middle Market | 12
Takeaways: EBITDA Growth

Group Avg. Bottom Q Median Top Q IQR


All 19.84% 2.02% 12.14% 26.14% 24.12%
Industry
Healthcare 19.62% 5.19% 16.74% 32.66% 27.47%
Consumer 14.65% -0.04% 9.60% 21.05% 21.09%
Industrials 14.66% 1.29% 11.21% 23.45% 22.16%
IT 28.62% 4.63% 17.17% 31.62% 26.99%
Size
<$100m EV 20.07% 2.58% 13.90% 28.76% 26.18%
>$100m EV 19.38% 1.12% 9.96% 20.68% 19.56%
Timing
2008 2011 18.41% 3.89% 13.79% 27.47% 23.58%
2005 2008 15.60% 1.02% 10.27% 22.04% 21.02%
Source: RCP Database.

PRIVATE & CONFIDENTIAL Your Private Equity Partner in the Lower Middle Market | 13
Takeaways: Margin Improvement

Group Avg. Bottom Q Median Top Q IQR


All 15 bps -491 bps 31 bps 514 bps 1005 bps
Industry
Healthcare -42 bps -586 bps 14 bps 518 bps 1104 bps
Consumer -114 bps -560 bps -35 bps 311 bps 871 bps
Industrials -34 bps -425 bps 14 bps 363 bps 788 bps
IT 385 bps -273 bps 397 bps 1549 bps 1822 bps
Size
<$100m EV 22 bps -528 bps 38 bps 562 bps 1090 bps
>$100m EV 0 bps -422 bps 20 bps 427 bps 849 bps
Timing
2009 2011 3 bps -467 bps 30 bps 538 bps 1005 bps
2005 2008 -9 bps -584 bps 19 bps 537 bps 1121 bps
Source: RCP Database.

PRIVATE & CONFIDENTIAL Your Private Equity Partner in the Lower Middle Market | 14
Case Study

PRIVATE & CONFIDENTIAL


The Operating Model

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%

EBITDA Implied CAGR


Base Case $2.40 $2.88 $3.80 $4.18 $4.60 18%
Upside Case $3.12 $4.06 $6.08 $7.30 $8.76 29%
Downside Case $2.20 $2.42 $2.54 $2.67 $2.80 6%

EBITDA Margin Margin (Bps)


Base Case 10% 10% 12% 12% 12% 200
Upside Case 12% 12% 15% 15% 15% 300
Downside Case 10% 10% 10% 10% 10% 0

PRIVATE & CONFIDENTIAL Your Private Equity Partner in the Lower Middle Market | 16
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

PRIVATE & CONFIDENTIAL Your Private Equity Partner in the Lower Middle Market | 17
Case 1: Analysis

Case 1: Healthcare, $50m, 3-year decreasing


Revenue Implied CAGR All Industry Size Timing Combo
Base Case 12% 2 3 2 3 3
Upside Case 22% 2 2 2 2 2
Downside Case 6% 3 3 3 3 4

EBITDA Implied CAGR


Base Case 18% 2 2 2 2 3
Upside Case 29% 1 2 1 2 2
Downside Case 6% 3 3 3 3 4

Margin Improvement Margin (Bps)


Base Case 200 2 2 2 2 2
Upside Case 300 2 2 2 2 2
Downside Case 0 3 3 3 3 3

PRIVATE & CONFIDENTIAL Your Private Equity Partner in the Lower Middle Market | 18
Case 2: Analysis

Case 2: Consumer, $250m, 3-year increasing


Revenue Implied CAGR All Industry Size Timing Combo
Base Case 12% 2 2 2 2 1
Upside Case 22% 2 1 1 1 1
Downside Case 6% 3 3 3 3 2

EBITDA Implied CAGR


Base Case 18% 2 2 2 2 1
Upside Case 29% 1 1 1 1 1
Downside Case 6% 3 3 3 3 3

Margin Improvement Margin (Bps)


Base Case 200 2 2 2 2 2
Upside Case 300 2 2 2 2 1
Downside Case 0 3 2 3 3 3

PRIVATE & CONFIDENTIAL Your Private Equity Partner in the Lower Middle Market | 19
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

PRIVATE & CONFIDENTIAL Your Private Equity Partner in the Lower Middle Market | 20
Appendix

PRIVATE & CONFIDENTIAL


Notes on the Data

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

All information represents most available data as of June 1, 2017

PRIVATE & CONFIDENTIAL Your Private Equity Partner in the Lower Middle Market | 22
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

- No adjustment has been made for organic vs. inorganic growth

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.

PRIVATE & CONFIDENTIAL Your Private Equity Partner in the Lower Middle Market | 23
Chicago Office California Office
100 N. Riverside Plaza 1111 Bayside Drive
Suite 2400 Suite 270
Chicago, IL 60606 Newport Beach, CA 92625
Tel: 312.266.7300 Tel: 949.355.5000
Fax: 312.266.7433 Fax: 949.355.5010

Cultural Values of RCP Advisors


Integrity Superior Returns through Unique Focus and Discipline Family Orientation
Proactive, Tenacious and Focused on Growth Intellectually Curious Client Centered and Transparent

www.rcpadvisors.com

PRIVATE & CONFIDENTIAL Your Private Equity Partner in the Lower Middle Market | 24

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