Interim Period Highlights

Transcription

1 Interim Management Statement 28 NOVEMBER 2013 Interim Period Highlights HVPE s estimated NAV per share at 31 October 2013 was $13.13, a $0.15 (1%) per share increase from 31 July 2013 ($12.98) and a $0.67 (5%) increase from 31 January 2013 ($12.46). Since 31 July 2013, the Company was $21 million cash flow positive; and HVPE was $66 million cash flow positive during the first nine months of the financial year. The level of gearing was 11% at 31 October 2013 (post distribution), unchanged from 31 July and down from 15% at 31 January On 15 October 2013, HVPE distributed $20 million to shareholders via a capital share redemption. In October 2013, the Company committed an additional $46 million to HarbourVest IX Buyout and $8 million to HarbourVest IX Credit Opportunities. There were a total of 125 M&A and IPO events within HVPE s portfolio during the interim period. In early November, Twitter (TWTR)* priced its IPO at $26.00 per share at a multiple of 8.3 times cost. The share price has increased since listing, and the value uplift on HVPE s holding via multiple venture managers will be reflected in the 30 November 2013 estimated NAV. HarbourVest Global Private Equity Limited ( HVPE or the Company ) is pleased to publish its Interim Management Statement. This statement is made in accordance with article 5:25e of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht, the FMSA), which requirement stems from the EU Transparency Directive (2004/109/EC), and relates to the period from 1 August 2013 through 27 November 2013 and the financial period from 1 August 2013 through 31 October 2013 (the interim period ). This Interim Management Statement has been prepared solely to provide information to meet the requirements of the EU Transparency Directive. This statement has not been audited. 31 October July 2013 Change (Estimated) (Actual) SUMMARY OF NET ASSET VALUE (in millions except per share data) Investment Portfolio $1,186.2 $1,190.8 ($4.6) Cash and Cash Equivalents (9.8) Debt (125.1) (130.1) 5.0 Net Other Assets (Liabilities) NAV $1,065.5 $1,073.8 ($8.3) NAV per Share 1 $13.13 $12.98 $0.15 INVESTMENT PIPELINE (Unfunded Commitments) Allocated $496.8 $506.8 ($10.0) Unallocated Total Investment Pipeline $581.7 $573.4 $8.3 Investment Portfolio + Investment Pipeline $1,767.9 $1,764.2 $3.7 % Invested 111% 111% Commitment Level (Total Investment Pipeline) 2 166% 164% 2% Commitment Level (Allocated Investment Pipeline) Cash + Remaining Available Credit Facility 4 $378.0 $382.8 ($4.8) million shares outstanding at 31 July 2013; 81.2 million shares outstanding at 31 October Reflects the Investment Portfolio plus total Investment Pipeline divided by NAV. 3 Reflects the Investment Portfolio plus the allocated Investment Pipeline divided by NAV. 4 Available credit facility reflects amount available subject to most restrictive covenant limit applicable. * Not among HVPE s 25 largest companies at 31 July 2013 HarbourVest Global Private Equity Interim Management Statement 1

2 Results for the Interim Period The $0.15 NAV per share increase during the interim period was driven by increasing values for privatelyheld and publicly-trading holdings within improving public markets. At 31 October 2013, HVPE s estimated net asset value (NAV) was $1,065.5 million, or $13.13 per share, a $0.15 per share increase from the 31 July 2013 actual NAV of $1,073.8 million, or $12.98 per share. This change during the interim period resulted from increasing values for privatelyheld securities as a portion of the portfolio was revalued to reflect final 30 September 2013 results, improving public markets, and positive foreign currency movement, which were partially offset by ongoing operating expenses. During the period from 1 August to 31 October 2013, the MSCI All Country World Index (USD) increased by 6.6%. During the interim period, the euro appreciated 2.1% against the U.S. dollar, increasing the value of the approximately 16% of the portfolio that was denominated in euros at 31 July The 31 October 2013 estimated NAV is based on 30 June 2013 and 30 September 2013 valuations for HVPE s direct fund and fund-of-funds investments, and 31 October 2013 values for publicly-listed securities. HVPE carries its investments at fair value in accordance with U.S. generally-accepted accounting principles (U.S. GAAP). The Company s Investment Manager uses the best information it has available to estimate fair value. Fair value for private equity assets is based on the most recent financial information provided to the Investment Manager by underlying managers, adjusted for known investment operating expenses and subsequent transactions, including investments, realisations, changes in foreign currency exchange rates, and changes in value of public securities. Valuation adjustments are made for known significant events, if any, that affect the fair value of the investments. Investment and Commitment Activity HVPE increased its commitments to HarbourVest Funds by $54 million and invested $48 million in HarbourVest Funds. During the interim period, HVPE invested capital into its existing HarbourVest funds (which in turn made new partnership, secondary, and direct investments), and increased its commitments to newly-formed HarbourVest funds. INVESTMENT AND COMMITMENT ACTIVITY $46m HV IX Buyout $54 $4m Direct $9m Secondary $35m Fund-of-Funds $48 HVPE invested $48 million in U.S. and international fund-of-funds, direct co-investment funds, and global secondary funds. The largest investments were made to: $8 million Dover VIII Global secondary fund $8 million HIPEP VI Partnership International fund-of-funds $7 million HarbourVest IX Buyout U.S. buyout fund-of-funds Invested ($ millions) Interim Period Six Months Ended 31 July 2013 Financial Year 2013 Fund-of-Funds $35.0 $27.5 $82.6 Direct Funds $3.5 $15.3 $9.8 Secondary Funds $9.1 $11.3 $12.6 Co-Investments $93.9 TOTAL $47.6 $54.1 $198.9 HarbourVest Funds New Commitments During the interim period, the Company continued to benefit from ongoing investments made by the actively-investing HarbourVest funds in its portfolio, which made primary commitments to U.S. and European growth equity and buyout-focused partnerships, as well as secondary U.S. buyout investments and direct co-investments in the U.S. and Latin America. The HarbourVest funds continue to evaluate new opportunities, selecting those with the most attractive risk/reward potential. HVPE Increased Commitments In October 2013, HVPE increased its commitment to U.S. buyout-focused fund-of-funds HarbourVest IX Buyout by $46.0 million and to U.S. credit-focused fund-of-funds HarbourVest IX Credit Opportunities by $7.5 million. HVPE has committed a total of $153.5 million to Harbourvest s Fund IX programme ($70.0 million to HarbourVest IX Venture, $71.0 million to HarbourVest IX Buyout, and $12.5 million to HarbourVest IX Credit Opportunities). The Fund IX programme is building a portfolio of investments primarily in U.S.-based funds, as well as secondary and direct investments and participated in the December 2012 purchase of the assets of Conversus alongside HVPE and other HarbourVest-managed funds. Through 31 October 2013, HarbourVest IX Venture is 17.0% funded; HarbourVest IX Buyout is 14.75% funded; and HarbourVest IX Credit Opportunities is 14.0% funded. HVPE did not make co-investments in transactions alongside HarbourVest funds during the interim period. $8m Committed HV IX Credit to: Committed to: New HarbourVest Funds Invested in: HarbourVest Funds HarbourVest Global Private Equity Interim Management Statement 2

3 Portfolio Review HVPE s highly diversified portfolio includes approximately 720 partnership and direct investments with more than 425 managers. Consistent with HVPE s investment objective, the Investment Manager strives to manage risk through diversification within the portfolio. The charts illustrate the breakdown of HVPE s investment portfolio at 31 October Relative to 31 July, HVPE s buyout investments remained at 65% of the portfolio, and venture investments remained at 30%. U.S. investments decreased to 69% of the portfolio (from 70%), and European investments decreased to 21% (from 22%). The investment portfolio is split approximately 46% in primary partnerships, 3 in secondary investments, and 16% in direct investments. The largest portfolio company investments based on the Investment Portfolio are listed here. Kosmos Energy (KOS) CDW Corporation (CDW) Capsugel Wayfair (CSN Stores) Earth Networks The Sun Products Corporation York Risk Services Group MEG Energy Corporation (MEG) ReCommunity (FCR) Zayo Group Companies in bold are held at least in part in HarbourVest direct funds. PORTFOLIO DIVERSIFICATION AT 31 OCTOBER 2013 Vintage Year Pre Strategy Venture Buyout Other Geography U.S. Europe Asia Pacific Rest of World Industry Medical / Biotech Consumer Products Other Media / Telecom Software Business Services Consumer Other Financial Industrial Tech Services Cleantech Tech Other 26% 64% 10% 30% 65% 5% 69% 21% 6% 4% 14% 12% 12% 10% 10% 4% 3% 3% Diversification charts add to 100% HarbourVest Global Private Equity Interim Management Statement 3

4 Realisation Activity and Liquidity Events Total realisations of $68 million during the interim period were approximately 34% of the total received in the financial year ended 31 January 2013 and 69% of the total received during the six months ended 31 July Maturing fund-of-funds, a direct co-investment fund,and secondary funds distributed proceeds from recent IPOs, the sale of publicly-traded shares, M&A events, and recapitalisations. HVPE also received proceeds from Absolute Private Equity and Conversus Capital. Realisation Activity The largest realisations were received from: $11 million HarbourVest VIII Buyout Developing U.S. buyout-focused fund-of-funds $9 million Dover Street VII Developing global secondary fund $8 million Absolute Private Equity Realised ($ millions) Interim Period Six Months Ended 31 July 2013 Financial Year 2013 Fund-of-Funds $44.1 $54.9 $155.3 Direct Funds* $1.7 $4.3 $26.2 Secondary Funds $10.0 $12.6 $12.4 Co-Investments $12.6 $27.2 $9.4 Liquidity Events There were 125 liquidity events within the underlying portfolio during the interim period (compared to 212 during the six months ended 31 July 2013). Venture Portfolio 42 M&A Events I 26 IPOs Buyout / Other Portfolio 44 M&A Events I 13 IPOs HVPE s ongoing and consistent liquidity balanced across the venture and buyout portfolios continues to demonstrate that a mature and well-diversified portfolio can generate cash despite a changing economic environment. INTERIM PERIOD LIQUIDITY EVENTS (# of transactions) 60 Venture M&A Venture IPO Buyout/other M&A Buyout/other IPO TOTAL $68.4 $99.0 $203.3 * 2013 direct fund realisations include distributions and dividends from publicly-listed European senior loan fund HSLE Twitter IPO On 6 November 2013, social networking blogging service Twitter (TWTR) priced its IPO at $26.00 per share at a multiple of 8.3 times cost. The share price has increased since listing, and the value uplift on HVPE s holding via multiple venture managers will be reflected in the 30 November 2013 estimated NAV. 0 August 2013 September 2013 October 2013 HVPE holds Twitter through primary investments with a number of U.S. venture-focused managers, including Accel Partners, Andreessen Horowitz, Insight Venture Management, Kleiner Perkins Caufield & Byers, and Spark Capital (and others). These managers invested in the company over its history at a range of entry valuations and include early investors in the startup, managers who acquired positions through Twitter s acquisitions of their portfolio companies, and more recent investors. HarbourVest Global Private Equity Interim Management Statement 4

5 Underlying sources of interim period realisations include: Company (Acquirer/Ticker) Liquidity Event Held Via (Manager(s)) Actix Limited (Amdocs) M&A Summit Partners Admeld (Google) M&A Spark Capital Ale House Holdings (Roark Capital) M&A Saunders Karp & Megrue Alliance Tire Company (KKR) M&A Warburg Pincus AVG Technologies (AVG) Sale of shares TA Associates Bausch & Lomb (Valeant Pharmaceuticals) M&A Warburg Pincus Berry Plastics (BERY) Sale of shares Apollo Charter Communications (CHTR) Sale of shares Apollo The Colomor Group (Revlon) M&A CVC Custom Building Products (The Quikrete Companies) M&A Kelso & Company Facebook (FB) Sale of shares Elevation Partners Fidelity National Information Services (FIS) Sale of shares Warburg Pincus Groupon (GRPN) Sale of shares Holtzbrinck Ventures HellermannTyton Group (HTY) IPO Doughty Hanson & Co. ista International (CVC) M&A Charterhouse Capital Partners Jupiter Investment Management (JUP) Sale of shares TA Associates KAR Auction Services (KAR) Sale of shares HarbourVest direct portfolio, Kelso Investment Associates Matas (MATAS) IPO CVC The Nielsen Company (NLSN) Sale of shares Blackstone OfficeMax (Office Depot) M&A BC Partners Realogy Corporation (RLGY) Sale of shares Apollo Rexnord Corporation (RXN) Sale of shares Apollo RCN Telecom Services Recapitalisation HarbourVest direct portfolio SandForce (LSI) M&A DCM SeaWorld Parks & Entertainment (SEAS) IPO Blackstone Select Medical Corporation (SEM) Sale of shares Thoma Bravo SMART Modular Technologies (SanDisk) M&A Silver Lake Sprouts Farmers Market (SFM) Sale of shares Apollo Teavana (Starbucks) M&A Saunders Karp & Megrue Triple Point Technology (Ion Trading) M&A Welsh, Carson, Anderson & Stowe Tumblr (Yahoo!) M&A Spark Capital Tumi (TUMI) Sale of shares Doughty Hanson & Co. VIP Shop Information Technology (VIPS) Sale of shares DCM Yandex (YNDX) Sale of shares Baring Vostok Yelp (YELP) Sale of shares Elevation Partners Zalando (partially sold to Kinnevik) M&A Holtzbrinck Ventures Direct holdings shown in bold. HarbourVest Global Private Equity Interim Management Statement 5

6 Cash Flows HVPE was $21 million cash flow positive during the interim period with positive cash flows during seven of the last nine months. The Company was $66 million cash flow positive during the first nine months of the financial year. Net Cash Flows ($ millions) Interim Period Six Months Ended 31 July 2013 Financial Year 2013 Fund-of-Funds $9.1 $27.4 $72.7 Direct Funds* ($1.8) ($11.0) $16.4 Secondary Funds $0.9 $1.3 ($0.2) Co-Investments $12.6 $27.2 ($84.5) TOTAL $20.8 $44.9 $4.4 The younger funds in the portfolio continued to invest capital in underlying investments, while realisations were received from the more mature funds and co-investments that are harvesting their portfolio investments. Some portfolio proceeds were used to fund new investments in the recent HarbourVest fund commitments. The co-investments (Absolute and Conversus Capital) have begun to generate meaningful realisations during the financial year ended 31 January Balance Sheet Management and Commitments The Investment Manager seeks to utilise the strength of HVPE s balance sheet to benefit shareholders. The strength of the balance sheet is reflected in the Company s ability to purchase the assets of Absolute and Conversus, commit capital to new HarbourVest funds, and meet its ongoing HarbourVest fund commitments. HVPE s balance sheet strength and flexibility is supported by its multi-currency credit facility with LloydsTSB Bank plc. Gearing and Credit Facility At 31 October 2013, a total of $125.1 million was drawn on HVPE s credit facility. This is a $5.0 million decrease from 31 July 2013 based on net repayments and foreign currency movement during the interim period. During the interim period, the Company repaid a total of $10.0 million and borrowed $2.0 million. The $122.0 million of Net Debt (outstanding debt less cash of $3.1 million) resulted in a Net Leverage Ratio (Net Debt divided by NAV) of 11% (unchanged from 31 July 2013). In April 2013, HVPE refinanced its credit facility, which will remain at $500 million until December 2014 and reduce to $300 million thereafter. The new facility, which contains similar covenants as the existing facility, is now set to expire in April Management of Foreign Currency Exposure Despite euro movement affecting HVPE s Investment Portfolio, the overall result of currency movement was neutral. Foreign currency movement affects HVPE s investments (assets), borrowings (liabilities) on the credit facility, and its investment pipeline. HVPE has exposure to foreign currency movements through the foreign currency-denominated assets within the portfolio and through the foreign currencydenominated investment pipeline, which are long term in nature. The Company s most significant currency exposure is to euros. HVPE attempts to hedge its euro exposure by maintaining a portion of its drawn debt in euros so that this and the euro unfunded investment commitments are broadly equal to the euro-denominated assets. The Company does not actively use derivatives or other products to hedge the currency exposure. During the interim period, foreign currency movement had a minimal effect when viewed across HVPE s borrowings, investments, and investment pipeline. Investment Pipeline The investment pipeline of $581.7 million of future commitments is an $8.3 million increase from 31 July 2013 due to the increased commitments to Fund IX, offset by capital invested and foreign currency movement. Of the total investment pipeline, approximately $496.8 million (85%) has been committed by HarbourVest funds to underlying partnerships, while the remaining $84.9 million (15%) has not yet been committed. Capital Share Redemption On 15 October 2013, the Company made a $20 million capital share redemption to shareholders using a portion of its cash balance at 30 September 2013 and reducing the number of outstanding shares to 81.2 million. Risk Factors HVPE s Investment Manager believes that there are four principal risks related to an investment in HVPE: The NAV is at risk of decline, particularly if the economic recovery or equity markets falter. HVPE s Net Leverage is likely to fluctuate, and obligations could be difficult to fund under certain circumstances. HVPE depends on HarbourVest and its investment professionals for core services. HVPE could continue to experience periods of share illiquidity, ongoing price volatility, and discounts to NAV. These risks are further highlighted in the Company s Annual Report & Audited Consolidated Financial Statements, which can be found at HVPE s website in the Annual Report Year Ending 31 January HarbourVest Global Private Equity Interim Management Statement 6

7 Company Overview HVPE is a Guernsey-incorporated company listed on the Specialist Fund Market of the London Stock Exchange and Euronext Amsterdam by NYSE Euronext, the regulated market of Euronext Amsterdam, and authorised as a closed-ended investment scheme in accordance with section 8 of the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended and rule 6.02 of the Authorised Closed-ended Investment Scheme Rules HVPE is registered as an investment institution with the Netherlands Authority for the Financial Markets (AFM). HVPE is managed by HarbourVest Advisers L.P. (the Investment Manager ), an affiliate of HarbourVest Partners, LLC ( HarbourVest or the Firm ), a private equity firm whose history dates back to HarbourVest is headquartered in Boston and has committed more than $30 billion to investments. The Company issued 83,000,000 shares at $10.00 per share in December 2007, cancelled 300,000 shares in May 2011 as part of its share buyback arrangement, and cancelled 1,533,218 in October 2013 as part of the capital share redemption. HVPE s primary investment objective is to offer shareholders long-term capital growth by investing in a private equity portfolio that is well diversified by vintage year, strategy, geography, and industry. The Company strives to achieve this objective through investment in a broad range of HarbourVest-managed private equity funds, which in turn make primary partnership, secondary, and direct investments primarily in unquoted companies. HVPE seeks to provide a comprehensive and balanced private equity solution for its shareholders. On 15 November 2013, the Company published its estimated NAV at 31 October 2013, which provides additional information about HVPE s recent performance and is available in the Monthly Update for 31 October The 31 October 2013 Monthly Factsheet may be read in conjunction with this statement. This Interim Management Statement comprises regulated information within the meaning of the FMSA which must be made publicly available and filed with the AFM pursuant to sections 5:25e and 5:25m of the FMSA. Please refer to for Monthly Factsheets, as well as Annual and Semi-Annual Reports and Financial Statements. Contacts REGISTERED OFFICE HarbourVest Global Private Equity Limited Company Registration Number: Anson Place Mill Court La Charroterie St Peter Port Guernsey GY1 1EJ Tel Fax INVESTMENT MANAGER HarbourVest Advisers L.P. c/o HarbourVest Partners, LLC One Financial Center 44th Floor Boston MA U.S.A. Tel Fax Stuart Howard showard@harbourvest.com +44 (0) KEY INFORMATION Exchanges Ticker Listing Date Financial Year End Base Currency Euronext Amsterdam & London Stock Exchange HVPE 6 December 2007 (Euronext) 12 May 2010 (LSE) 31 January U.S. Dollars ISIN GG00BDSTPW61 SEDOL B447KB5 Bloomberg HVPE NA, HVPE LN Reuters HVPE.AS, HVPE.L Common Code Amsterdam Security Code Notes The diversification by net asset value analysis is based on the fair value of the underlying investments, as estimated by the Investment Manager. Diversification by vintage, strategy, and geography is based on the estimated net asset value of partnership investments made by HVPE s fund-of-funds and company investments made by HVPE s direct funds. Industry diversification is based on the reported value of the underlying company investments for both fund-of-funds and direct funds. Some of the funds held in HVPE have not been fully invested. The composition of investments by strategy, vintage, industry, and geography may change as additional investments are made and existing investments are realised. From 30 September 2011 to 31 January 2012, HVPE s Absolute portfolio was categorised as a 2011 secondary U.S. buyout investment. From 29 February 2012 and going forward, the Absolute portfolio is categorised within the secondary portfolio by underlying partnership for vintage year, strategy, and geography. From 31 December 2012 to 31 March 2013, the Conversus portfolio was categorised as a 2012 secondary U.S. buyout investment. From 30 April 2013 and going forward, the Conversus portfolio is categorised within the secondary portfolio by underlying partnership for vintage year, strategy, and geography. Valuation Methodology HVPE carries its investments at fair value in accordance with U.S. generally-accepted accounting principles. HVPE s Investment Manager uses the best information it has available to estimate fair value. Fair value for private equity assets is based on the most recent financial information provided by the Investment Manager, adjusted for known investment operating expenses and subsequent transactions, including investments, realisations, changes in foreign currency exchange rates, and changes in value of public securities. Valuation adjustments are made for known significant events, if any, that affect the fair value of the investments. The 31 October 2013 estimated NAV is predominantly based on investment values at 30 June 2013 and 30 September 2013 for company investments within HVPE s direct funds and for partnerships within HVPE s fund-of-funds, adjusted for changes in value of public securities, foreign exchange movements, cashflows, and known events to 31 October HVPE is registered with the Dutch Authority for the Financial Markets as a collective investment scheme which may offer participations in The Netherlands pursuant to article 2:66 of the Financial Markets Supervision Act (Wet op het financieel toezicht). All investments are subject to risk. Past performance is no guarantee of future returns. Prospective investors are advised to seek expert legal, financial, tax, and other professional advice before making any investment decision. The value of investments may fluctuate. Results achieved in the past are no guarantee of future results. This document is not intended to be an investment advertisement or sales instrument; it constitutes neither an offer nor an attempt to solicit offers for the securities described herein. This report was prepared using financial information contained in HVPE s books and records as of the reporting date. This information is believed to be accurate but has not been audited by a third party. This report describes past performance, which may not be indicative of future results. HVPE does not accept liability for actions taken on the basis of the information provided. HarbourVest Global Private Equity Interim Management Statement 7