Upload
susanna-miles
View
214
Download
1
Tags:
Embed Size (px)
Citation preview
EXIT, PERFORMANCE, AND LATE STAGE VC: THE CASE OF UK MBOs
RANKO JELIC Birmingham Business School
& MIKE WRIGHT
Centre for Management Buyout Researchwww.cmbor.org
EFM SYMPOSIUM: ENTREPRENEURIAL FINANCE AND VENTURE CAPITAL MARKETS, MONTREAL, APRIL 2010
UK Largest European Buy-out Market (€m)UK Largest European Buy-out Market (€m)
0
10000
20000
30000
40000
50000
60000
70000
80000
Aus Bel Den Fin Fra Ger Ire Ita Net Nor Por Spa Swe Swz UK
2005 2006 2007 2008
Literature and motivation• UK – LEADING EUROPEAN MARKET
• CONTROVERSY REGARDING ALLEGED ‘SHORTERMISM’ OF PE FIRMS (‘…AGGRESSIVE GANGS OF SPECULATORS...’)
• PREVIOUS UK STUDIES FOCUSED ON ONE ASPECT OF 2-3 YEAR POST BUYOUT PERFORMANCE OF PE BACKED DEALS; EMPLOYMENT (CRESSY ET AL 2007A), PROFITABILITY (WRIGHT ET AL 1996) ↓PAUCITY OF LITERATURE ON POST BUYOUT PERFORMANCE OVER LONGER PERIOD OF TIME AND COMPARISON WITH THE PERFORMANCE OF NON-PE BACKED DEALS; IMPORTANCE OF TRACKING PERFORMANCE OVER A LONGER PERIOD (BARBER AND LYON, 1996)
Motivation 2
* CHOICE BETWEEN EXIT ROUTES FOR EARLY STAGE VC HAS BEEN EXAMINED (POULSEN AND STEGEMOLLER, 2008; CUMMING AND MACINTOSH, 2003; BRAV ET AL 2003; ABDULKADIR ET AL 2010)↓NIKOSKELAINEN AND WRIGHT (2007) AND JELIC (2010) ONLY UK STUDIES THAT EXAMINES EXIT ROUTES FOR LATE STAGE DEALS (I.E. BUYOUTS)↓PAUCITY OF LITERATURE ON DIFFERENT EXIT ROUTES AND POST EXIT PERFORMANCE FOR DIFFERENT EXIT ROUTES, ESPECIALLY SMBOs
Secondary MBOs
Source: CMBOR/Barclays Private Equity
0
20
40
60
80
100
120
140
1984
1986
1988
1990
1992
1994
1996
1998
2000
2002
2004
2006
2008
0
2000
4000
6000
8000
10000
12000
14000
16000
Number~of~Exits Total Exit Value (£m)
Objective and hypotheses
• MEASURE PERFORMANCE FROM 3 YEARS BEFORE UP TO 10 YEARS AFTER BUYOUT (BARBER AND LYON, 1996)
• EXAMINE CHANGES IN POST BUYOUT AND POST EXIT PERFORMANCE (PROFITABILITY, OUTPUT, EFFICIENCY, EMPLOYMENT, DIVIDEND, GEARING)
• EXAMINE DEAL (CUMMING AND MACINTOSH 2003; WRIGHT ET AL 2000), MARKET (MIKKELSON ET AL 1997; BOEHMER AND LJUNGQVIST, 2004), INDUSTRY (PAGANO ET AL 1998) AND PE FIRMS (SAHLMAN 1990; CUMMING ET AL 2006) SPECIFIC DETERMINANTS OF EXIT ROUTES
• CHANGES IN THE PERFORMANCE WERE EXAMINED ACROSS DIFFERENT EXIT ROUTES AND PE BACKING
Data sources and sample selection
BUY-OUTS DATA SOURCES ARE LIMITED (STROMBERG, 2008; BALL ET AL 2008; JELIC ET AL 2005; KAPLAN ET AL 2002)
• CAPITAL IQ: – ENTERPRISE VALUE AND PRICING MISSING FOR 58% OF DEALS;
UNDERSTATES THE NUMBER OF DEALS FROM 1970s AND 1980s, ESPECIALLY SMALLER DEALS
• SDC M&A: – UNDERSTATES THE NUMBER OF TRANSACTIONS FROM 1980s
• THOMSON ONE BANKER: – UNDERSTATES THE NUMBER OF TRANSACTIONS FROM 1980s and
1990s– ACCOUNTING DATA IS LIMITED
Combined sources
• BUY-OUTS IDENTIFIED: CMBOR QR = the only database without threshold for size + KPMG MBO↓
• EXIT STATUS: LSE PRIMARY MARKET FACT SHEETS + CMBOR QR + KPMG NEW ISSUES + BARCLAYS PE EXITS + BVCA↓
• PE BACKING: FROM BVCA, KPMG CORPORATE FINANCE, IPO/ACQUISITION PROSPECTUSES + BARCLAYS PE DEAL↓
• PE FIRMS/REPUTATION: BVCA, KPMG CORPORATE FINANCE, WWW.GROWTHBUSINESS.CO.UK↓
• POST BUYOUT/EXIT OPERATING PERFORMANCE (-3 TO +10): FAME, REUTERS, DATASTREAM, ANNUAL REPORTS, IPO/ACQUISITION PROSPECTUSES
Sample
• HAND COLLECTED DEAL, PE, EXIT STATUS AND FIRM-LEVEL ACCOUNTING INFORMATION FOR 1,333 BUYOUTS, DURING 1980-2004
– 510 IPOs (LSE MAIN BOARD AND AIM)– 237 TRADE SALES– 88 SMBOs– 29 FAILED BUYOUTS– 232 NON EXITS– SOURCES: DIVESTMENT, PRIVATISATION, RECEIVERSHIP, FAMILY…
• OUR SAMPLE SIZE COMPARES FAVOURABLE TO ANY OF PREVIOUS UK
BUYOUT STUDIES, EXCEPT WRIGHT ET AL (2005)
MethodologyProfitability: • Return on assets (ROA) = Net profit after tax divided by asset• Return on sales (ROS) = Net profit after tax divided by salesOperating efficiency:• Sales efficiency (SALEFF) = Sales in £, divided by number of employees, normalized
to unity in the year of buyout or exit (year 0)Output:• Sales (SALE) = Sales in £, normalized to unity in the year of buyout or exit (year 0)Dividends:• Dividends to sales (DIVSAL) = Cash dividends divided by sales• Dividends to assets (DIVA) = Cash dividends divided by assetsEmployment:• Total employment (EMPL) = Total number of employees, normalized to unity in
the year of buyout or exit (year 0)Leverage:• Long term debt ratio (GEAR1) = Total long term debt divided by total assets• Total liabilities ratio (GEAR2) = Total liabilities divided by total assets
y-3 y-2 y-1 MBO y1 y2 y3 y4 y5 y6 y7 y8 y9 y10
Pre MBO periodPost MBO period
Pre exit period
Comparison
Comparison
Post exit
Time frame for analysis of operating performance
Univariate - Expected change in performance (Barber and Lyon, 1996)
• E (Pit) = Pi, t-k.
E (Pit) = expected performance of the buyout during post-event period
Pi, t-k. = past performance before the event
Probit model for the choice of IPO exit route
• FLOAT i = αo + β1 LNVMBO i + β2 DIVESTMENT i + β3 MBI i + β4 AVFTSE i + β5
TIMEX i + β6 INDUSTRY i + β7 PE i + εi
• FLOAT i = αo + β1 LNVMBO i + β2 DIVESTMENT i + β3 MBI i + β4 AVFTSE i + β5
TIMEX i + β6 INDUSTRY i + β7 REPUTATION i+ εi
• REPUTATION = ½ NUMBER OF DEALS AS A LEADER + ½ TOTAL FUNDING
Multivariate models for changes in performance
• TIME SERIES MODELS FIT SEPARATELY TO INDIVIDUAL FIRMS – SHORT
PERIOD WITH AVAILABLE DATA • CROSS SECTIONAL REGRESSIONS OF CHANGES IN PERFORMANCE –
CORRELATION ACROSS FIRMS IN CURRENT CHANGES IN PERFORMANCE
↓ • POOLED TIME-SERIES CROSS-SECTIONAL REGRESSIONS
– TAKES INTO ACCOUNT THE EFFECTS OF ESTIMATION ERROR DUE TO THE CORRELATION OF THE RESIDUALS ACROSS FIRMS (FAMA AND FRENCH, 2001)
– ALLOWS USE OF A LARGER SAMPLE OF FIRM-YEAR DATA– ALLOWS TESTS OF CHANGES IN PERFORMANCE AFTER EVENT (I.E.
BUYOUT/EXIT) TOGETHER WITH DETERMINANTS OF CHANGES (I.E. PE BACKING).
Pooled time-series cross sectional regression – GLS random effect method
POST BUYOUT• P it = αo + β1 POST it + β2 LNVMBO it + β3 INDUSTRY it + β4 PE it + β5 MBI it
+ εi
• P it = αo + β1 POST it + β2 LNVMBO it + β3 INDUSTRY it + β4 REPUTATION it + β5 MBI it + εi
POST EXIT• P it = αo + β1 POST it + β2 LNVEXIT it + β3 INDUSTRY it + β4 PE it + β5 TIMEX
it + εi
• P it = αo + β1 POST it + β2 LNVMBO it + β3 INDUSTRY it + β4 REPUTATION it + β5 TIMEX it + εi
Sample descriptive statistics
Mean Median St.Dev. Min MaxMBO value (£ mill)
Floats (510 sample firms) 120.00 16.80 295.50 0.10 2,140Other exits (354 sample firms)
97.30 40.00 194.20 1.80 2,013
Non-exits (232 sample firms)
45.40 18.00 163.80 9.00 2,375
Floats vs. other P-value 0.488 0.000
Floats vs. non exits
P-value 0.024 0.211
Other vs. non exits
P-value
0.001 0.000
Time to 1st exit (months)Floats 45.72 36.00 36.78 1 246Other exits 45.65 36.00 32.94 10 180 Floats vs. other exits
P-value
0.981 0.542
Sample descriptive statistics 2
IRR (%) Mean Med S.d. min max
Floats 137 42 817 -69 13205Sales 122 24 716 -57 7900SMBO 31 23 33 -8 193 Floats vs. Sales P-
value0.820 0.004
Floats vs. SMBO P-value
0.030 0.001
Sale vs. SMBO P-value
0.155 0.681
Results – descriptive
• NON EXITS TEND TO BE SMALLER TRANSACTIONS THAN THEIR COUNTERPARTS THAT EXITED BUYOUT STRUCTURE
• IT TAKES, ON AVERAGE, 46 MONTHS BEFORE SAMPLE BUYOUTS EXIT THEIR BUYOUT STRUCTURE
• 17% OF SAMPLE BUYOUTS REMAINED WITH ORIGINAL BUYOUT STRUCTURE FOR AT LEAST 10 YEARS
• MEDIAN IRR FOR COMPANIES THAT EXITED BUYOUT STRUCTURE IS 30%
• IRR (IPO)> IRR(SALE)> IRR(SMBO)
Probit ML estimation for the choice of IPO exits Equation 2 Equation 3
LNVMBO -0.489 (0.000) -0.301 (0.000)
DIVESTMENT 1.111 (0.000) 1.230 (0.000)
MBI 0.049 (0.815) 0.418 (0.009)
AVFTSE -0.174 (0.580) 0.206 (0.395)
INDUSTRY 0.582 (0.008) 0.706 (0.000)
TIMEX -0.007 (0.004) -0.006 (0.003)
PE 2.530 (0.000)
REPUTATION 1.172 (0.000)
INTERCEPT 0.668 (0.131) 0.377 (0.273)
Marginal effects factor 0.379 0.386
Goodness of fit 0.905 0.807
Pseudo R2 (%) 62.68 34.51
Pesaran-Timmermann statistic -0.964 (0.335) -3.798 (0.000)
N 703 703
Results – determinants of exit routes
• PE BACKING INCREASES CHANCES FOR IPO EXITS
• BACKING BY MORE REPUTABLE PE FIRMS INCREASES LIKELIHOOD OF IPOs BY 45%
• BUYOUTS OPTING FOR IPOs TEND TO EXIT EARLIER
• DIVESTMENTS, MBI,SMALLER BUYOUTS, AND BUYOUTS FROM MANUFACTURING SECTOR ARE MORE LIKELY TO EXIT VIA IPO
Conclusion – post buyout performance
– INCREASE IN OUTPUT, EFFICIENCY, AND DIVIDENDS
– IMPROVEMENT IN EMPLOYMENT FOR REPUTABLE PE FIRMS
– PE BACKING AND REPUTATION ARE NEGATIVELY ASSOCIATED WITH CHANGES IN PROFITABILITY MEASURED BY ROA; CONSISTENT WITH MEULEMAN ET AL (2009) AND GUO ET AL (2009) REPORT SIMILAR EVIDENCE FOR P2P DEALS
Conclusion – post exit performance
– IPO-POOLED REGRESSIONS AND UNIVARIATE• NO EVIDENCE OF UNDERPERFORMANCE; INCREASE IN OUTPUT,
EMPLOYMENT, PROFITABILITY, AND DIVIDENDS; REDUCTION IN GEARING
• NO CONCLUSIVE EVIDENCE ON THE ROLE OF PE FIRMS OTHER THAN MORE REPUTABLE PE FIRMS TEND TO INCREASE EMPLOYMENT
• OPPOSITE TO IPO LITERATURE WHICH REPORTS DECREASE IN PERFORMANCE IN POST IPO PHASE
– SMBO – POOLED REGRESSIONS AND UNIVARIATE • LACK OF SIGNIFICANT CHANGES IN OPERATING PERFORMANCE,
EXCEPT FOR REDUCTION IN LEVERAGE
VARIETY OF EXIT ROUTES [UK]
0
20
40
60
80
100
120
140
160
18019
91
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
Flotation MBO/MBI Receivership Trade Sale
UK Largest European Buy-out Market (€m)
0
10000
20000
30000
40000
50000
60000
70000
80000
Aus Bel Den Fin Fra Ger Ire Ita Net Nor Por Spa Swe Swz UK
2005 2006 2007 2008