PE DEAL MULTIPLES + TRENDS

Transcription

1 G L O B A L PE DEAL MULTIPLES + TRENDS REPORT 2Q 2015 SPONSORED BY REVENUE CHANGE Page 5 DEBT & EQUITY LEVELS Page 8 FEES & CLOSING TIMES Page 9 CO-SPONSORED BY

2 for getting the deal done. Access to capital makes the deal possible. Relationships get it done. How does PNC Business Credit maximize your access to capital? Simple. We leverage our deep experience with mid-sized companies and private equity groups to offer flexible capital solutions and demonstrate a strong commitment to get the deal done. It s how we ve closed more than 600 deals in the past three years, and why we re a leading provider of senior-secured financing throughout the U.S., with expanded reach to Canada and the U.K. For those seeking to add capacity, purchase a competitor or turn around an enterprise throughout a variety of industries and circumstances it s time to think PNC. To learn more, visit pnc.com/donedeal or contact PNC Business Credit at or louise.montville@pnc.com. for the achiever in you PNC and For the Achiever in You are registered marks of the PNC Financial Services Group, Inc. ( PNC ). Deposits with PNC Bank Canada Branch are not insured by the Canada Deposit Insurance Corporation. In Canada, bank deposit, treasury management and lending products and services, including PNC Business Credit products, are provided through PNC Bank Canada Branch. Lending products and services, as well as certain other banking products and services, may require credit approval. PNC Bank Canada Branch is the Canadian branch of PNC Bank, National Association. PNC Business Credit is the senior secured lending division of PNC Bank, National Association ( PNC Bank ), and its subsidiaries, and is part of PNC. In the U.K., lending products are provided by PNC Financial Services UK Ltd., which is an indirect wholly-owned subsidiary of PNC Bank. Lending products and services require credit approval. *A portion of the funding provided by Steel City Capital Funding, a division of PNC Bank. Steel City Capital Funding provides cash flow-based senior debt, junior secured and second lien loans for sponsored and non-sponsored transactions The PNC Financial Services Group, Inc. All rights reserved.

3 CONTENTS Introduction Investment Multiples Revenue Change Debt & Equity Levels Fees & Closing Times CREDITS & CONTACT PitchBook Data, Inc. JOHN GABBERT Founder, CEO ADLEY BOWDEN Senior Director, Analysis Content, Design, Editing & Data ALEX LYKKEN Editor ANDY WHITE Lead Data Analyst DANIEL COOK Senior Data Analyst GARRETT BLACK Senior Financial Writer BRIAN LEE Data Analyst JENNIFER SAM Senior Graphic Designer JESS CHAIDEZ Graphic Designer Contact PitchBook At PNC Business Credit, we ve demonstrated a long-term track record of reliability: more than 600 done deals in the last three years, and nearly $30 billion in commitments under management. Hundreds of private equity groups turn to PNC Business Credit to fuel growth. Many of them return to us, time and time again, in all phases of the business cycle, to secure the capital they need. From acquisitions to turnarounds, we re committed to getting the deal done. The PNC Financial Services Group, Inc. is one of the largest, best capitalized and best regarded financial services companies in the country with more than $300 billion in assets and more than 50,000 employees. PNC offers solutions to businesses throughout the U.S. with expanded reach in Canada and the U.K. For more than 160 years, PNC has navigated a steady course while growing in size and service. RESEARCH research@pitchbook.com EDITORIAL editorial@pitchbook.com SALES sales@pitchbook.com COPYRIGHT 2015 by PitchBook Data, Inc. All rights reserved. No part of this publication may be reproduced in any form or by any means graphic, electronic, or mechanical, including photocopying, recording, taping, and information storage and retrieval systems without the express written permission of PitchBook Data, Inc. Contents are based on information from sources believed to be reliable, but accuracy and completeness cannot be guaranteed. Nothing herein should be construed as any past, current or future recommendation to buy or sell any security or an offer to sell, or a solicitation of an offer to buy any security. This material does not purport to contain all of the information that a prospective investor may wish to consider and is not to be relied upon as such or used in substitution for the exercise of independent judgment. 3

4 Introduction Today s dealmaking environment is a dynamic one. High multiples across the board have proved a headache for private equity investors, but like any investor with a mandate to invest, they ve spent the last several quarters looking for ways to put their money to use despite the headwinds. At the same time, PE firms have also come under scrutiny from the government and their own limited partners on monitoring and transaction fees, both of which are declining in usage. That one-two combination is making it tricky for investors to make as much money as they have in the past. Co-sponsored by PNC Business Credit and Toppan Vite, our PE Deal Multiples & Trends Report, based on quarterly surveys filled out by dealmakers around the world, hopes to shed light on the details of the current marketplace. One of the more interesting trends that came out of our survey concerns median debt levels, covered in more detail on page 8. For the second straight quarter, the median debt component was below, and in fact hit its lowest point (47%) since we began our survey over three years ago. Since hitting a 62% median in 2Q 2014, debt levels have precipitously declined over the last three periods. While it s true that interest rates remain subdued, it s also not surprising that debt usage has pared back some. We ve heard anecdotes of lenders and borrowers alike beginning to scale back leverage ahead of an inevitable rate hike. At the same time, respondents continue to favor senior debt over mezzanine and other non-senior debt instruments. If you are interested in participating in future editions of the survey, please contact us at research@pitchbook.com. GREAT DATA MEANS BETTER LEVERAGE PITCHBOOK FOR LENDERS No one offers more coverage of the private equity and venture capital landscape. Grow your pipeline Target aging portfolio companies Expand your professional network Identify equity partners pitchbook.com Run public & private comparables Find imminent capital restructurings

5 Investment Multiples Median EV/EBITDA Multiples by Enterprise Value EV/EBITDA Multiple Breakdown 16x 14x 12x 10x 8x 6x 4x 2x 0x All $0-$25M $25M-$250M $250M+ <0x 0x-2.5x 2.5x-5x 5x-7.5x >7.5x Teasing out definitive trends among quarterly fluctuations demands a fair amount of caution. Since 2012 there has certainly been a gradual increase in the proportion of EV/EBITDA multiples exceeding 7.5x. The swell is slight, pointing to an upward pressure of sustained liquidity and competition tempered by investor caution. Multiples by EV have by and large either declined at the upper end or essentially steadied, indicating PE firms shift in focus to the middle market and, even within that section of the market, continued caution. The latest EV-to-revenue reading tells a similar story. Just about of deals in 1Q 2015 had EV/revenue multiples exceeding 2x, with at the opposite end, in the 0x to 0.5x range. Essentially, PE firms are still finding deals even in a heated, competitive market and exhibiting a fair amount of deliberation while doing so. Median EV/Revenue Multiple by Enterprise Value EV/Revenue Multiple Breakdown 3.0x 2.5x 2.0x 1.5x 1.0x 0.5x 0.0x All $0-$25M $25M-$250M $250M+ 0x-0.5x 0.5x-1x 1x-1.5x 1.5x-2x >2x Investment Multiples Definition Investment multiples are calculated by dividing the enterprise value of the portfolio company by either the TTM EBITDA or the TTM revenue at the time of the transaction. 5

6 WHY TOPPAN VITE? Because we re part of the largest printing and communications company in the world. Reliable. Personal. Experienced. Global. Skilled. ABOUT US Toppan Vite, a leader in financial printing, is part of the Toppan Printing Group, the world s largest printing group, with approximately US$13 billion in annual sales and offices spanning the globe. Our expanding U.S. operations, including company-owned conference, printing and fulfillment facilities, deliver a hassle-free experience for mission-critical content for capital markets transactions, financial reporting and regulatory compliance filings, investment companies and insurance providers. WHAT WE DO IPO Solutions M&A Solutions Bond offerings Securitizations All other capital market transactions Hive Virtual Data Rooms Regulatory compliance filings Investment management and insurance services In-house typesetting EDGAR & XBRL Solutions Printing, fulfillment and mailing services Hassle-Free, Reliable Client Service We provide 24/7 service for mission-critical deal document creation, project management, document production and delivery including typesetting, EDGAR, XBRL, print and e-delivery, with global cross-border capabilities. Unparalled Technology Our intuitive service platforms are easy to use and utilize the most cutting-edge technology developed from extensive feedback from dealmakers. Hive Virtual Data Rooms: a secure, plug-in-free platform for due diligence, buy/sell side transactions and corporate repository. Hive Content Control: a collaborative tool for content management. The Industry s Only Auto-Pagination System: a state-of-the-art Single Source Multiple Output system for simultaneously typesetting and publishing. With our dynamic repagination system, no more waiting for proofs to be repaginated or suped, saving you hours. Boutique Experience Client-centric organization that provides a highly-personalized experience - working the way YOU want to work, while helping you achieve your goals. Skilled Team, Empowered for your Success Our customer service and sales representatives have decades of industry experience working on some of the largest IPOs and M&A transactions ever. We understand the dynamics of deals from start to finish and how to work with issuers, buyers and sellers and their legal and financial advisors. Cost Savings Toppan Vite s lower overhead and lower overall cost structure, compared to the legacy printers, has saved clients an average of 25%. Call Us: marketing@toppanlf.com 747 Third Avenue, New York, NY 10017

7 Revenue Change Revenue Change 12 Months Prior to Deal Anticipated Revenue Change 12 Months Following Deal 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q Decreased > Decreased < Unchanged Increased < Increased > 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q Decreased > Decreased < Unchanged Increased < Increased > One of the consequences of the current levels of competition for quality deals is that PE firms have been increasingly targeting companies with fairly healthy metrics. The proportion of companies with revenue increases greater than stayed substantial in 1Q. That may explain why the number of those predicting considerable revenue changes post-deal slid yet again between 4Q 2014 and 1Q Even if operational focus is a priority, there s only so EV/Revenue Multiple by TTM Revenue Change (2013-1Q 2015) much value that can be added quickly by experienced managers, so respondents appear to be adopting a longer-term perspective. It should be noted that the majority are still quite optimistic, with over anticipating positive changes. EV/revenue multiples by prior and anticipated revenue change suggest a moderate, positive outlook as well, with a median of 1.2x in EV/revenue multiples for investors predicting no change in the next 12 months revenue. EV/Revenue Multiple by Anticipated NTM Revenue Change (2013-1Q 2015) Increased 0.7x 1.0x Increase 1.2x 2.7x Flat 1.4x 2.9x Flat 1.2x 2.8x Decreased 0.8x 0.8x Average Median Decrease 1.0x 1.5x Average Median The charts above show the average and median EV/revenue multiples based on the company s revenue change over the 12 months prior to acquisition and the investor s expectation for the company s revenue change in the 12 months following acquisition. 7

8 Debt & Equity Levels Median Debt Levels Median Debt Levels by Enterprise Value (2Q 12-1Q 15) 65% 61% 59% 63% 62% 65% 55% 53% 55% 55% 56% 55% 56% 58% 53% 58% 49% 45% 47% 45% All $0-$25M $25M-$250M $250M+ Even with rumblings that historically low interest rates may finally tick up by the end of the year, debt remains cheap. At the same time, regulators remain wary and PE firms have plenty of capital to dispense as deal sourcing continues to be difficult. These factors have combined to produce the sustained high usage of senior debt coupled with yet another quarterly decline in median debt percentages. Furthermore, debt remains more highly utilized at the upper and lower end of EV, suggesting buyers are opportunistically picking and choosing where best to leverage. In short, these numbers again indicate caution, which, coupled with the decline in U.S. PE numbers in 1Q as well as the heated nature of the market, makes plenty of sense. Looking forward, it s hard to see how this will change over the rest of the year, as many of the factors will remain unchanged and the eventual increase in U.S. interest rates will have long been anticipated, and should be slight in any event. Average Debt-to-Equity Breakdown Q 4Q 3Q 2Q 1Q 4Q 3Q 2Q 1Q 4Q 3Q 2Q 1Q Equity Senior Debt Non-Senior Debt Note: PitchBook receives varying levels of detail regarding the debt used in deals. Some of the charts on this page utilize a subset of our data that contains additional details. In addition, some charts are displaying median debt levels while others show average debt levels. This explains any discrepancies that may be noticed between the charts. 8

9 Fees & Closing Times Fees have been a sticky issue for PE firms, in large part because of increased scrutiny by the government and by limited partners. Small surprise, then, that fee charges have dropped considerably. The median sizes for both transaction and monitoring fees have declined over the last four quarters, and the percentage of deals that include fees has decreased significantly over the last three years. According to survey results, only half of 1Q PE deals included transaction fees, a far cry from the of deals that included them in 1Q Similarly, only of 1Q 2015 deals carried monitoring fees, far fewer than the that did so in 1Q Median Transaction Fee as a % of EBITDA For the most recent deals that did include fees, they were much smaller on a median basis compared to prior quarters. The median 1Q transaction fee was 2. versus 3.4% in 1Q The median monitoring fee was 3., down from 3.5% in 1Q 2012 and much lower than the 5. median in 1Q Because of the frothy dealmaking environment, transactions have been taking longer to close. Almost a quarter (24%) of 1Q survey respondents said their deals took more than 20 weeks to finalize, a reflection of heightened due diligence in the midst of near-record valuations. Median Monitoring Fee as a % of EBITDA 4% 6% 3% 2% 1% 3.4% % 2.3% % 5% 4% 3% 2% 1% % 4.5% % 3.3% 3.5% Percent of Transactions with Deal Fees Transactions (count) by Weeks to Close Transaction Fees Monitoring Fees <5 wks 5-9 wks wks wks >20 wks 9