Joseph V. Rizzi Amsterdam Institute of Finance June, 2010 The euro has fallen 3.9 percent to $1.2358 in the past seven days. It traded for $1.2311 at 9:14 a.m. Central European Time. German Chancellor Angela Merkel said May 14 that Europe is in a “very, very serious situation,” even after a rescue package for the region’s most indebted nations. The Spanish newspaper El Pais reported the same day that French president Nicolas Sarkozy threatened to withdraw his country from the euro. Finance Minister Christine Lagarde and other government officials denied the report. (Bloomberg, 17 May 2010) Amsterdam Institute of Finance June, 2010 2 Nominal interest rates can be negative There is no risk free asset Equity risk premiums can change dramatically even in mature markets Large investment grade firms in developed markets cannot always raise new capital Diversification across asset classes does provide protection Debt is a double edge sword Cash balances are not wasting assets, but protection against danger Ignore liquidity at your peril Risk is not a number If something cannot last for ever it ends The only perfect hedge is in a Japanese garden Most dangerous words in Finance Leverage Hedge Arbitrage This time is different Risk management is somewhere between alchemy and astrology Amsterdam Institute of Finance June 2010 3 US Investors Fund manager US Exempt Investors General Carried interest LP LP LP Partner partner A B C Non-US Investors FUND Nominee Investment CLO Leverage finance Hedge funds syndicate participants Investment Investment Hold Co. Hold Co. FLL Syndicate participants SLL Amsterdam Institute of Finance June, 2010 High Yield Investors Bank Bridge finance Investment Mezzanine Investors Operating Entity 4 Now EBITDA of Acquired Firm Sale value @ 8 x EBITDA 125 1,000 Financing Plan: Equity @ .20 Debt @ .80 Total Capital Raised 200 800 1,000 Fees - $ millions - 188 (c) 1,500 30 50 Net Sale Proceeds on Exit 1,450 Original Debt Less: Debt pay down over 5 years Debt at end of 5 years Return of Original Equity Net gain to be allocated 10% to mgmt options 20% to general partner 70% to limited partners Total (a) Share to CEO Share to next 4 senior officers Share to next 8 key players Total Management share In 5 yrs -540 -200 710 71(a) 142 497 (b) 710 2% points 1% points 1/2% points or or or 800 260 540 $14.2 x 1 = $14.2 $ 7.1 x 4 = $28.4 $ 3.6 x 8 = $28.4 $71.0 (b) Equals a 28.4% compound annual rate of return on investment. (c) Assumes $12 taken out of cost structure immediately and 6.5% growth/year in EBITDA thereafter. Amsterdam Institute of Finance June, 2010 Source: Casewriter – The Role of Private Equity Firms in Mergers & Acquisitions Transaction Harvard Business School case 9-206-1 Rev 10/16/06 5 Amsterdam Institute of Finance June, 2010 6 • Increased Debt (lower taxes) • Bargain Purchase • Operating Improvements • Improved Governance • Bondholder Value transfer • Opportunistic Sale Amsterdam Institute of Finance June, 2010 7 • Banks (Relationship Driven) • Typically invest in the pro-rata portion of bank facilities (Revolver and Term Loan A) • Seek first priority claim on assets • Preference for price stability over liquidity • Institutional Investors (Yield Driven) • Primarily looking for high coupon/yield. Embedded option and subordination translate to higher coupons • Cross over investors (relative value between bank loans and high yield bonds) • Hedge Funds (unknown impact) Amsterdam Institute of Finance June, 2010 8 Movement on Transactions and Fundraising 2003-2009 (U.S.) 2003 2007 2009 Fundraising $30B $244B $102B Purchase Price Multiple 7X 9.6X 7.7X Funded Debt EBITDA Multiple 4.6X 6.2X 3.8X LBO Volume $47B $433B $81B Average Deal Size $716M $2.1B $722 Percent of P2P LBO Volume 15% 45% 15% Dry Powder $200B IRR Mediuan 25% Amsterdam Institute of Finance June, 2010 $500B 2% $500B <9%> 9 Asset Class Returns Merrill Lynch $ HY Credit Suisse Leveraged Loan NASDAQ LBOs Financials 2008 (26.4%) (28.73%) (39.98%) (18%) (29%) 2009 57.5% 44.87% 45.36% 3% 64% Activity 1Q10 Vol LBO HYB FDX PPX CLO Institutional Amsterdam Institute of Finance June, 2010 US $26.3B $10.3B $13B 4X 8.8X 80% Europe €9B € 6B € 12.8B 4X 9,3X 30% 10 Credit Accounting Tax Regulation Excess Capacity Fundraising Fund Structure Returns LPs Public 6Ps Amsterdam Institute of Finance June, 2010 11 Disclosure This information has been prepared solely for informational purposes and is not intended to provide or should not be relied upon for accounting, legal, tax, or investment advice. The factual statements herein have been taken from sources believed to be reliable, but such statements are made without any representation as to accuracy or completeness. Opinions expressed are current opinions as of the date appearing in this material only. These materials are subject to change, completion, or amendment from time to time without notice and CapGen Financial is not under any obligation to keep you advise of such changes. All views expressed in this presentation are those of the presenter, and not necessarily those of CapGen Financial. Amsterdam Institute of Finance June, 2010 12