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EMPEAInsight CEECIS
EMPEAInsight CEECIS
C
overage of the Central and Eastern Europe (CEE) and Commonwealth of Indepen- CEE/CIS Snapshot
dent States (CIS) markets often mistakenly conveys homogeneity—a monolithic
Central and Eastern Europe (CEE)
“emerging Europe.” This brief covers a range of markets under the rubric of CEE includes:
and CIS, however with the acknowledgement that these “regions” remain fragmented, Latvia
with a core of large, more mature markets coupled with several smaller developing PE Lithuania
markets. Estonia
Czech Republic
Among the CEE markets, more nuanced treatment in the wake of the first wave of Acces- Hungary
sion reflects the reality that “CEE” subsumes several discrete investment environments. Poland
Slovakia
Poland—with 40% of GDP and population among the Accession countries—has captured Romania
the majority of private equity investment to date. However, private equity investors are Bulgaria
increasingly finding opportunities in markets throughout the region, with the Baltic coun- Albania
Slovenia
tries and Southeastern Europe emerging as the next frontiers.
Croatia
The inclusion of Russia among the BRICs obscures the distincitviness of the Russian pri- Bosnia and Herzegovina
Serbia
vate equity market, over a decade in the making. While Russia continues to draw the bulk Montenegro
of investment within the CIS markets, remarkable economic growth in the markets of Republic of Macedonia
Ukraine and Kazakhstan is encouraging investors to broaden their scope within the CIS. Kosovo
Turkey
Perceptions about investment risk in CEE and CIS markets have improved. But the no-
The Commonwwealth of Independent
tion that Accession in the CEE markets translates to uniform harmonization with EU stan-
States (CIS) includes:
dards is misplaced. Enforcement of legal protections and treatment of investors still var-
Armenia
ies from country by country. Furthermore, while robust natural resource-driven economic Azerbaijan
growth has given birth to an emerging consumer culture in the CIS countries, these mar- Belarus
kets remain relatively uncrowded due to remaining challenges in sourcing and managing Georgia
Kazakhstan
continued on page 2
Kyrgyzstan
EU Accession and Eurozone Enlargement Timeline Moldova
Country EU Accession Euro Adoption Date Russia
Tajikistan
Czech Republic 2004 2012—14 Turkmenistan
Estonia 2004 2011 Ukraine
Hungary 2004 2014 Uzbekistan
Latvia 2004 2012—13 (Markets in bold indicate core markets attracting the
majority of private equity investment to date)
Lithuania 2004 2011
Poland 2004 2012—13
Slovakia 2004 2009
Bulgaria 2007 2012
Romania 2007 2014
Slovenia 2004 2007
Turkey 2013* -
Macedonia cand. -
Croatia cand. -
investments. The good news is that fund managers operating Fund managers are also increasingly targeting investments
locally across the CEE and CIS countries see these markets as across Southeastern Europe. In 2007, Bedminster Capital Man-
underinvested, and the higher risks relative to Western Europe agement closed its US$200 million Southeastern Europe Equity
are still offset by the possibility of higher returns. Fund II, and Marfin Investment Group closed a US$7 billion fund
that will invest in the Balkans and Turkey.
Russia Fund in 2006, signed a partnership agreement with KBC EMPEA Survey of LP Interest: Current vs. Projected
Private Equity this year to create a new company, Eagle Capital Investment Strategy, CEE/Russia and CIS
Partners, which will invest EUR10 million per year in medium-
sized Russian companies.
100%
87%
Domestic private equity shops accustomed to competition from
% Respondents Investing
80% 75%
oligarch-run industrial groups are also being joined by a plethora 61% Current Strategy
60% 57%
of local investors flush with cash-generating business looking to Projected
40%
invest in smaller private equity-style deals. Strategy (3-5 years)
20%
Within the CIS, Russia continues to hold the core, but the scope
0%
of funds is expanding to Ukraine and Kazakhstan, the largest
2007 Survey 2008 Survey
and fastest growing among CIS markets. Russian fund manag-
Source: EMPEA
ers such as Baring Vostok and Alfa Capital Partners are consid-
ering investments outside of the Russian Federation.
The European Bank for Reconstruction and Development
Fund managers Aureos Capital and Mint Capital Advisers have
(EBRD), which has played a catalytic role throughout private eq-
recently launched funds focused exclusively on investments in
uity’s development in Emerging Europe, remains the leading LP
CIS countries—Mint Capital III was launched this year with a tar-
for funds dedicated to CIS countries. But government-backed
get of US$250 million, and Aureos Central Asia Fund held a first
funds are emerging as another source of capital. State funds
close of US$50 million in 2007. Ukraine’s private equity market,
are channeling natural resource-driven wealth into investments
while still small, continues to grow. Ukraine-based Horizon Capi-
intended to diversify economic growth beyond oil and gas. Ka-
tal is raising a US$300 million Emerging Europe Growth Fund
zyna Sustainable Development Fund teamed up with EBRD to
II, which will predominantly invest in Ukraine. Kazakhstan is
create the Kazakhstan Growth Fund aimed at strengthening
beginning to emerge as a destination for private equity. Sigma
private companies in non-extractive industries in Kazakhstan.
Bleyzer, active in Ukraine since 1996, closed Sigma Bleyzer V in
In Russia, the Kremlin created the Russian Venture Company
December 2007. The fund, oversubscribed at US$221 million,
(RVC), a federal state fund of venture funds with US$560 million
is targeting investments in Kazakhstan.
that provides low-cost financing to early stage innovative compa-
Sources of Capital nies. In March 2006, the government of Azerbaijan created the
Azerbaijan Investment Company to invest state capital in non-oil
Institutional investor interest has increased steadily every year
sector companies.
according to EMPEA’s 2008 LP Survey. Allocations to CEE/CIS
funds rank second only to Asia in emerging market PE strate-
gies, with 75% of respondents expecting to invest there within Investment
the next five years. More than 37% of investors rated CEE as
According to the European Venture Capital Association (EVCA),
the most attractive private equity market, with 11% choosing
private equity investment in the EU member CEE markets grew
Russia/CIS.
more than five-fold between 2003 and 2007. Hungary, Poland,
The limited partner base for funds in CEE and CIS has been to and Romania accounted for 66% of private equity deals within
date primarily European, but funds are increasingly attracting the EU member countries in the CEE in the last two years. As
commitments from beyond Western Europe. Advent Internation- of June 2008, investment volume had surpassed US$6.1 bil-
al’s fourth fund for the region included allocations from at least lion with 135 transactions in Central and Eastern Europe this
two American pension funds. Of the 60 LPs in Mid Europa’s year, registering an average investment size of US$157 million
Fund III, half were American, Asian or Middle Eastern investors. according to Capital IQ. Reflecting the increasingly localized na-
Marfin Investment Group’s watershed US$7 billion Southeast- ture of investing in CEE, firms based within the region accounted
ern Europe fund was raised through a public listing on the Ath- for more than half of the total deal value.
ens Stock Exchange.
continued on page 4
The growing sophistication of the CEE markets is exemplified by deals are still occurring. In February 2008, a consortium led by
a trend toward later-stage investments and increasing use of BC Partners invested US$3.3 billion to acquire Migros Turk, a
leverage. An analysis of the EBRD’s CEE funds portfolio reveals Turkish supermarket chain, financed with debt from local Turk-
that buyouts combined with secondary purchases (sales be- ish banks. Ares Life Sciences and Merrill Lynch Global Private
tween private equity firms) represented 71% of total investment Equity bought Euromedic, a Hungary-based medical testing
value in 2006 overtaking the share of growth capital. Growth company, for US$1.5 billion in June 2008.
capital investments remain in the majority of CIS countries, ac-
While a handful of notable transactions in Russia in recent
counting for 70% of total investment value in 2006.
months by European and US private equity firms have illustrat-
Use of Leverage ed that leveraged buyouts are feasible, leverage is still seldom
used in CIS deals. The first leveraged buyout in Russia occurred
In recent years, a growing number of private equity transactions
in October 2007, when Lion Capital acquired juice-maker Nidan
in CEE have included the introduction of leveraged finance. In
Soki for reportedly over US$500 million. This landmark trans-
Poland, industry insiders have estimated that a typical mid-mar-
action was followed by Lion’s acquisition of alcoholic beverage
ket transaction generally involved as much as 50% debt prior to
producer Russian Alcohol Group from local private equity firm
August 2007.
Industrial Investors in July 2008. More recently, after its US$1.4
A 2008 investor sentiment survey by C5 and Squire Sanders billion offer for Russian grocery chain Seventh Continent was
revealed that more than half of investors and industry advisers rejected, TPG quickly rebounded by acquiring Russian pharma-
saw tightening credit markets somewhat or significantly impact- ceutical distributer SIA International ZAO in an all-equity transac-
ing the availability of leverage in the CEE markets. Financing tion of approximately US$800 million.
for large deals remains beyond the capacity of most local banks,
Other than a few marquis deals, however, Western-style LBOs
although a wave of banking consolidation has made leverage
have been virtually non-existent in CIS markets. According to
generally more available. In recent months, accessing debt has
the C5/Squire Sanders survey, 58% of CIS investors claimed to
become problematic for transactions of size that dictate reli-
never or only occasionally use leverage in their deals.
ance on North American or European banks.
Sector Trends
Despite a slowdown in large buyouts, middle market deals in
CEE appear to be going strong. Local sources have expressed Tremendous economic growth averaging over seven percent
that overall deal levels are not off. In fact activity in medium- in 2007 is driving private equity investment trends in CEE and
sized investments is up thus far in 2008. In addition, some large CIS markets. Within CEE, Lithuania, Slovakia and Bulgaria have
continued on page 5
Sampling of Recent CEE/CIS Deals
the highest growth rates, and Czech Republic and Slovenia are Number of Investments in CEE/Russia by Sector
among those with the highest per capita GDP. Among CIS coun- (Jan. to June 2008)
tries, Russia, Kazakhstan and Ukraine enjoyed strong 2007 GDP Energy
Telecommunication Services
growth (Russia: 8.1%, Kazakhstan: 8.5%, and Ukraine: 7.3%)
Healthcare
and continue to lead the CIS region in terms of GDP per capita. Utilities
In Russia, wages rose more than 30% between 2000 and 2006, Other
Materials
and per capital GDP is expected to grow to US$12,000 in 2008,
Information Technology
on par with Poland. Consumer Staples
Industrials
Investors are responding to a surging middle class across Consumer Discretionary
the CEE and CIS markets by channeling investment into con- Financials
0 5 10 15 20 25 30
sumer goods, retail, communications, healthcare and financial
Source: Capital IQ
servic¬es sectors. Among investors pursuing a retail strategy,
Penta Investments acquired Russian supermarket chain Semya
for US$200m—following on the May 2007 purchase of conve- one of 42 strategic sectors (e.g. oil and gas, aerospace, media
nience store chain Zabka. Moscow-based Baring Vostok recent- and telecoms), came into force in May 2008.
ly announced it would seek opportunities in Kazakhstan’s retail
sector. While a significant source of deal flow in 1990s, privatization has
since diminished in importance in the original accession coun-
Technology, media, and telecommunications remain strong sec- tries of Poland, Hungary and the Czech Republic. State-owned
tors for investment. In May 2008, a consortium of firms that assets are attracting greater attention elsewhere, with varying
included Innova Capital bought 100% of GTS Central Europe, degrees of success. In 2007, the Blackstone Group’s bid for
a leading pan-CEE telecommunications service provider, with Latvian state-owned telecommunications company Lattelecom
€400 million in revenues in 2007. Providence Equity Partners was rejected in favor of a share-swap between the government
invested US$200 million in Ukraine broadband operator Volia and Teliasonera, a Nordic telecommunications company with a
Cable in December 2007. stake in Lattelecom. Ongoing liberalization programs in Turkey
Healthcare has also emerged as a sector of interest in CEE in preparation for EU accession are expected to provide opportu-
mar¬kets in recent months, specifically in drug makers and nities as well, although the rejection of CVCI and Cinven’s recent
distributors, and healthcare operating companies. Mid Europa bids for state-owned tobacco monopoly Tekel in favor of a British
Partners completed its third deal in Poland’s growing health- strategic investor demonstrated that challenges remain.
care sector, investing an estimated US$108.9 million in medical
clinic chain LIM Centrum Medyczne in April 2008. Pharmaceuti-
cal deals in the first half of 2008 have included Enterprise In-
Exit Trends
vestors’ US$54 million injection for pharmaceutical distributor Trade sales continue to play a central role in CEE and CIS. Ac-
PharmaSwiss, and Advent’s April 2008 acquisition of Romanian cording to EVCA, 41% of the total number and 60% of the total
drug producer LaborMed Pharma. Turkey’s healthcare sector is value of CEE PE-backed exits in 2007 were trade sales. The
drawing capital from Middle East investors interest in “soft infra- EBRD, reported that trade sales accounted for approximately
structure,” such as Abraaj Capital, which invested in Acibadem 40% of the institution’s portfolio in 2006.
Health Services, a hospital services operator, in April 2008.
In June 2008, Warburg Pincus sold its stake in Euromedic, a
The sector profile of investments within Russia is in part the Hungary-based medical testing company, to an Ares Life Scienc-
function of government restrictions on sectors open to foreign es and Merrill Lynch Global Private Equity consortium in a deal
investment. Oil and gas-related companies, accounting for 20% valued at US$1.5 billion. In August 2007, Agribusiness Partners
of Russia’s GDP, remain off-limits. Russia’s new law on foreign completed its US$144 million exit from Chicken Kingdom, a fully
investment, which requires government approval for all foreign integrated Russian producer of fresh and frozen poultry prod-
investors seeking to buy more than a 50% stake in a company in continued on page 6
Average Returns for CEE Private Equity Funds (As of December 2007)
80
1 Year
70
3 Year
60
5 Year
50
40 10 Year
30
20
10
0
Dec-03 Jun-04 Dec-04 Jun-05 Dec-05 Jun-06 Dec-06 Jun-07 Dec-07 Source: Cambridge Associates
ucts, through a sale to leading Russian meat processor OJSC prise Investors recently marked its 25th private equity-backed
Cherkizovo. In May 2007, Horizon Capital’s Emerging Europe IPO on the WSE with the September 2007 listing of Magellan,
Growth Fund (EEGF) sold its controlling stake in Shostka City a leader in the Polish market of financial services for medical
Milk Plant to French dairy company Fromageries Bel S.A., report- institutions, bringing in US$105 million in proceeds.
edly achieving a gross 5.9 times return and 470% IRR.
The Russian Trading System has grown dramatically since its
Strengthening capital markets have made IPOs an increasingly beginnings in the 1990s, but subsequently fell by 95% in the
attractive exit path, although local capital markets beyond War- 1998 crisis. Since then, many Russian fund managers have
saw and Moscow remain underdeveloped. The Warsaw Stock Ex- looked primarily to trade sales as a path to exit, but increasingly
change (WSE) hosted 10 IPOs valued at €1.96 billion in the first PE-backed companies are listing in London. In 2006, the most
five months of 2008, second only to the London Stock Exchange recent year for which data is available, 8 Russia-domiciled com-
with €2.18 billion during the same period. Poland-based Enter- panies listed in London. continued on page 7
According to Cambridge Associates LLC, the CEE and CIS pri- TPG, KKR, Cinven Group, and Citigroup Venture Capital are
vate equity index indicates improving returns for the region. The only a sampling of the global private equity firms that are com-
three-year IRR as of December 31, 2007 reached 59.1%, up ing to Turkey. The Carlyle completed its first deal in Turkey in
from 45.8% for the same period in 2006. July 2008 with the acquisition of a 50% stake in TVK-shipyard,
a specialized ship-building company. Middle Eastern GPs are
A recent study by KPMG of PE-backed exits revealed that the
also making forays. In January 2008, Dubai-based Abraaj Capi-
majority of Russian exits in 2007 and 2008 had achieved IRRs
tal invested in leading hospital operator and insurance provider
of more than 30%. A sampling of exits in the last few quarters
Acibadem Healthcare Services through its healthcare and infra-
tracked by EMPEA reveals returns on CEE and CIS investments
structure fund. NBD Sana Capital, a Middle Eastern player, is
ranging from 1.4x to 11x, and IRRs ranging from 19% to 48%.
currently raising a US$500 million fund that includes Turkey in
Skyline of Maslak
financial district in
Istanbul, Turkey.
Photo by Kerem Barut.
CIS-Focused Funds
Alfa Capital Partners Alfa Private Equity Partners LP (2006, US$250m) Russia, Ukraine
Almaz Capital Partners Almaz Capital Russia Fund (raising, US$60m) Russia
Aureos Capital Aureos Central Asia Fund (2007, US$50m) CIS
Baring Vostok Capital Partners Baring Vostok Private Equity Fund IV (2007, US$1.45b) Russia, CIS
CapMan Plc CapMan Russia Fund (formerly Norum Russia III) Russia
(raising, US$138.8m)
Centras Capital Partners Centras Private Equity Fund (2007, US$50) CIS
Da Vinci Capital Management Da Vinci CIS Private Sector Growth Fund Russia, CIS
(raising, US$110m)
Delta Private Equity Partners Delta Private Equity Partners Fund (TBD) Russia
(raising, US$550)
Draper Fisher Jurveston (DFJ) DFJ-VTB Aurora Fund (raising, US$150) Russia
Eagle Capital Partners Eagle Capital Partners Fund (2008, US$24) Russia
Eurasian Private Equity Group EPEG Small Company Buyout Fund (raising, US$50m) Russia
GIMV Eagle Russia Fund (2006, US$100m) Russia
Horizon Capital Emerging Europe Growth Fund (raising, US$300m) Ukraine, Moldova, Belarus
Kala Capital Georgian Investment Fund (raising, US$1.5b) Georgia
Kazyna Kazakhstan Growth Fund (raising, US$125m) Kazakhstan
Mint Capital Advisors Limited Mint Capital III (raising, US$250m) CIS
Renaissance Partners Renaissance Private Equity Fund I (2008, US$660m) Russia, CIS
SigmaBleyzer SBV V (2007, US$260m) Kazakhstan, CIS
Siguler Guff & Company, LLC Russia Partners III (2007, US$1b) Russia
Troika Capital Partners Troika Capital Partners Growth Fund III (raising, US$1b) Russia