The Private Equity Play. Mike Lorelli

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1 The Private Equity Play Mike Lorelli

2 Your Pride Vs. Their Need Your Pride: Action oriented executive with 21 years leadership experience with Fortune 500 Allied Chemical. 2

3 Your Pride Vs. Their Need Your Pride: Action oriented executive with 21 years leadership experience with Fortune 100 Allied Chemical. Their Point-of-View: 21 years! Ugh! We want to exit in Year 4... Year 7 max. Please get this Rip Van Winkle out of my sight! He probably takes 10 years to figure out what Amazon or EF people do in 3 years! 3

4 Your Revised Pride Your Pride: I m a Fortune trained leader that has made a step change in the EBITDA CAGR, in every assignment." 4

5 Your Revised Pride Your Pride: I m a Fortune trained leader who has made a step change in the EBITDA CAGR in every assignment." Their Read: Jesus!!! Here comes my bonus! Trump, please don t tax carried interest! This is our guy! 5

6 Agenda History Returns Where is the money coming from? Terminology The p.e. model p.e. compensation Results and Performance Measures The Funnel Management Compensation The p.e. s Plan The right mindset when dealing with private equity Importance of a good LinkedIn profile... you want to hear about good searches Tips to drive p.e. stickiness and your personal hits Don t forget about Board roles 6

7 EBITDA Earnings Before: Interest Taxes Depreciation Amortization 7

8 Stages Idea Up & Running Mature Trailing EBITDA VC PE 8

9 Worse than real estate brokers in Darien, CT 1977: 1978: 2017: Kohlberg, Kravis, and Roberts leave Bear Stearns, forming KKR 80 Leveraged Buyout Groups in US Estimated 2,700 around the world 1,700 U.S. 9

10 Value Creation Value Creation 100% Value Creation 90% 80% 32% 25% 70% 51% 60% 39% 50% 40% 30% 20% 31% 46% 36% 10% 0% 18% 22% Leverage era (1980s) Multiple Expansion era (1990s) Earnings growth era (2000s) Operational improvement era (2010s) Operational improvement Multiple arbitrage Leverage 10

11 WSJ: Buyouts Leave Simmons Little Rest 11

12 Terminology The providers of capital: Limited Partners, or LP s - who are they? The fund manager: General Partner, or GP, or p.e. 12

13 Returns Well Out-Performed S&P 13

14 Percentage of Capital by LP type LBO Funds 14

15 15

16 The Vintage Year 16

17 Many ways to categorize the 1,700 By size Large Mid-market Small $1 billion+ revenues > $150 million < $150 million By sector specialty Health care Consumer QSR IT Financial services etc. Net-net, sector first; and mid-market; not lower or upper 17

18 Excellent 18

19 Don t un-necessarily limit where you can play 19

20 Top Fund Managers Rank Firm City Capital ($Millions) 1 TPG Capital Fort Worth (Texas) $50,553 2 Goldman Sachs Principal Investment Area New York $47,224 3 The Carlyle Group Washington DC $40,540 4 Kohlberg Kravis Roberts & Co. New York $40,215 5 The Blackstone Group New York $33,418 6 Apollo Global Management New York $33,813 7 Bain Capital Boston $29,402 8 CVC Capital Partners London $25,068 9 Hellman & Friedman San Francisco $17, Apax Partners London $16, Warburg Pincus New York $15, Cerberus Capital Management New York $14, Advent International Boston $14, Permia London $13, Oaktree Capital Management Los Angeles $13, Tera Firma Capital Partners London $12, Providence Equity Partners Providence (RI) $12, Clayton Dubilier & Rice New York $11, Charterhouse Capital Partners London $11, Teacher s Private Captial Toronto $10,758 20

21 Top 12 p.e. Investors in

22 The LBO model Purchase 7.0 X $90m = $630 Cash 270 Debt 360 Sale 8.0 X $141m = $1,130 Debt 320 Proceeds

23 The LBO model Purchase 7.0 X $90m = $630 Cash 270 Debt 360 Sale 8.0 X $14.1m = $1,130 Debt 320 Proceeds 810 = 3.0 X cash-on-cash 23

24 The p.e. / L.P Model Pelosi 2008 Fund Sale A D F Purchase A B C D E C F B G H I E J

25 The p.e. / L.P Model Pelosi 2008 Fund Sale A D F C B E Purchase A B C D E F G H I J Invest Harvest 25

26 Multiples Continue to Rise 26

27 Add-Ons now 64% (!) 27

28 p.e. Compensation 2% of managed capital pays salaries, rent, and nominal bonuses Pay back LP s 100c on the dollar, then... 20% carried interest from profits on distributions Then, balance to LP s in proportion 28

29 Performance Measures Good Great Awesome IRR 20% 28% 33+% Cash-on-cash return 2X 3X 5+X Hold period 8+ years 6 years 3- years 29

30 Buyout Fund Sample Partnership/Year Capital Committed (M) Capital Cont. (M) Dist. As of (M) Net IRR As of (%) Oregon State Treasury 12/31/16 12/31/ Riverside Capital Appreciation Fund/2000 $50.0 $46.3 $ Riverside Capital Appreciation Fund/2003 $75.0 $77.4 $ Apollo Investment Fund VI LP/2006 $200.0 $223.1 $ Aurora Equity Partners III LP/2004 $50.0 $53.0 $ BCI Growth V LP/1999 $75.0 $72.9 $ Castle Harlan Partners IV LP/2002 $100.0 $102.3 $ CVC Capital Partners Asia Pacific II LP/2005 $100.0 $122.4 $ Diamond Castle Partners IV LP/2005 $100.0 $71.3 $ Endeavor Capital Fund III LP/2000 $25.0 $24.5 $ Fenway Partners Capital Fund III LP/2006 $50.0 $53.9 $ Hicks Muse Tate & Furst Europe Fund LP/1999 $99.3 $116.8 $ KKR European Fund LP/1999 $400.0 $532.3 $ KKR Millennium Fund LP/2002 $1,000.0 $1,308.8 $1, Lion Capital Fund I LP/2004 $99.8 $108.8 $ Oak Hill Capital Partners II LP/2004 $100.0 $105.8 $ Parthenon Investors III LP/2005 $100.0 $67.8 $ Rhone Partners III LP/2006 $100.0 $65.4 $ TPG Partners III LP/2000 $300.0 $284.5 $ HarbourVest Partners 2004 Direct Fund/2004 $75.0 $74.1 $

31 A typical 10 company fund result out-of-the-park triple doubles singles the bank took the car keys 31

32 The Funnel 300 teasers 100 books 20 Meetings with Mgmt 7 LOI s 2 due diligence 1 close 32

33 Who the p.e. wants to meet Target- Driven Deal Exec Source: Andy Thompson, Notch Partners Thesis-Driven Deal Exec Deal Resource Job Seekers 33

34 Management Compensation Base Bonus Equity CEO $200K - $450K 50-75% 5.0% equity* CFO/COO 125K - $275K 40-50% 1.5% equity CMO 125K- $225K 25-33% 1.0% equity * and opportunity to co-invest 34

35 The Deal Project NTL Sept 1st, 2007 Offer: $55 million for 75% of the company + $34 million debt, implies $107 million Bank Adj. +$4.0 excesses 2006 EBITDA 2007 Adjusted EBITDA 12,744 16,744 Sources Debt Multiple EBITDA Multiple 8.4x 6.41x Debt Financing 58, x Offer Price 107, ,333 new p.e. Equity 35, Company Debt 34,000 34,000 Total Sources: 93,000 EBITDA 12,744 17,840 23,700 29,300 Current Equity 73,333 73,333 12% (6,553) (5,645) (4,450) Uses Taxes % 40% (4,515) (7,222) (9,940) Payment to 5 owners 55,000 Capex (2,500) (2,500) (2,500) Current Owner Proceeds 55,000 Refinancing of Debt 34,000 Debt Pay (6,788) (8,333) (11,591) Estimated Fees and Expenses 4,000 Cash Flow new p.e. $ 35,000 75% Total Uses: 93,000 Equity Rollover 11,667 25% Cash Total Post-Deal Equity 46, %? equity Debt 58,000 51,212 42,877 31, ,039 Year 3 Ownership Net Debt 58,000 51,212 42,877 31,286 Management: of 15.0 pts 2.5%now 2011 new p.e. 63.8% Mike Lorelli ,782 Current Owners 21.3% Exit EV 142, , ,400 CFO ,881 Immediate skin in game 2.5% Exit Equity 91, , ,114 EVP ,921 3 year option program 12.5% Equity to p.e. 58,336 93, ,485 V.P. and GC , % Equity to 5 owners 19,445 31,179 50,920 R&D ,176 Total cash to 5 owners 74,445 86, ,920 Sub. GM ,176 p.e. cash CMO (new hire) ,176 IRR (5 years) VP Supply Chain (new hire) Exit multiple 8 Total Management ,833 29,406

36 The Private Equity vs. Traditional C-level Greater emphasis on time (driven by Hold Period) Tenure can be compared to the half-life of uranium Better fits are executives who: Exhibit Jack be nimble, Jack be quick temperament Be a Jack-of-all-trades Work on scare resources you may be making the run to Staples for supplies today you write the Strategic Plan (no Corporate Staff) Love tight quarters You may be sharing a pillow some nights with the p.e s Deal Team 36

37 Carried Interest... 37

38 Bain: The Good News 38

39 Bain: The Black Eye 39

40 The Trades

41 The Importance of a Killer LinkedIn Profile 50% of candidates are found via LinkedIn Or they will at least check you out! 41

42 480 million LinkedIn members Killer Outstanding Excellent Very Good Above Average You are 1 of 100 You are 1 of 200 You are 1 of 500 You are 1 of 1,000 You are 1 of 2,000 Slightly Above Average You are 1 of 5,000 Below Average You don t exist!

43 The Prime Pieces of Real Estate 43

44 Keywords EBITDA growth Revenue Acceleration Margin Enhancement Multiple Expansion Deal Origination Topgrading New Channels/Markets International Expansion CEO Global Footprint CXO Lean Manufacturing Turnarounds Exit Strategies 44

45 ps Be thinking about your Board roles It s never too early Get on one serious (well paying) Board by your late 40 s You should be on two by your mid 50 s There is an effort and work plan involved: Landing Board Seats tab 45

46 Lots of Private Equity Board Opportunities In the US: 3,600 public companies X 7 = 25,200 outside directors 16,821 private equity companies X 2 = 33,000 outside directors 46

47 47

48

49 Thank You! Questions? Visit Mike Lorelli (203)

50 Michael K. Lorelli Mike Lorelli s 30-year career spans a wide range of consumer products and services, and B2B categories, with responsibilities for both domestic and international units. His years as a line-operating manager have been with Fortune 100 companies: PepsiCo and Bristol Myers Squibb. For the last 14 years, as CEO, he has led revitalizations and turnarounds for private equity firms. For example, Dr. John Rutledge, Chairman of Rutledge Capital, will say: I would invade China with Mike alone in a rubber boat. He is presently An Operating Partner at Falconhead Capital, and Executive Chairman of the Board, Rita s Franchise company, the nations leading Italian Ice and frozen custard chain. Mike has also led CEO engagements for Riverside Company, Rutledge Capital, and Pouschine Cook Capital. Michael K. Lorelli 15 Norman Lane Darien, CT Office: FAX: miklorelli@aol.com Website: Mike s assignments at PepsiCo included CMO for PepsiCo s beverage sector, President of Pepsi-Cola East, a $1.5 Billion operating company, and President for Pizza Hut s International division where he led a global or bust charge, resulting in expanding the Company s presence from 68 to 92 countries, surpassing McDonalds in country count. During his PepsiCo tenure, he is given credit for authoring the soft drink company s Big Event Marketing strategy, which coupled the product with leading- edge events in entertainment, sports, consumer electronics, movies and home video. Mike holds a Bachelor of Engineering degree in Industrial Engineering from New York University, and an MBA in Marketing from NYU s Stern Graduate School of Business. He has traveled to 58 countries, is an avid runner, claims to excel at no sport, is an active private pilot, member The CEO Trust, former member of YPO, and author of the childrens bestseller Traveling Again, Dad? with profits donated to childrens charities. Mike is also a Director of CPKelco.. He holds a Masters Professional Director Certification from The American College of Corporate Directors, and is also an NACD 2011 Masters Governance Fellow. He is also a registered speaker with Vistage International. Leading The World In Burn Care 50

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