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R10 Rogers Et Al., 2002, HBR, Lessons From Private-Equity Masters
R10 Rogers Et Al., 2002, HBR, Lessons From Private-Equity Masters
Reprint r0206f
June 2002
Frontiers r0206j
Have Your Objects Call My Objects
Glover T. Ferguson
Value Acceleration: Lessons from
Private-Equity Masters
by Paul Rogers, Tom Holland, and Dan Haas
Copyright © 2002 by Harvard Business School Publishing Corporation. All rights reserved. 5
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cellared wine, not to mention extensive vineyards, so ROA sophisticated firms have, for example, created new ways to
and EVA would necessarily appear very low. That’s be- convert traditionally fixed assets into sources of financing.
cause these measures pull asset depreciation and amorti- Consider the story of Punch Taverns Group. TPG ac-
zation out of earnings, even though they’re not really cash quired the chain of 1,470 UK pubs from BT Capital Part-
expenses. It’s essential to cellar wine to achieve the qual- ners and other investors in 1999 for £869 million. A few
ity that commands a premium price, but ROA calcula- months later, TPG and Punch made a bold move to ac-
tions penalize a company for holding on to inventory. quire Allied Domecq’s 3,500 pubs, squaring off against a
The right yardsticks of financial performance for Beringer much larger suitor, Whitbread, in what became the most
were those focused on the company’s cash flows and its hotly contested bid in the European PE market. TPG and
cash-conversion cycle (the returns it made on its cash out- Punch outmaneuvered Whitbread and won the deal, in
flows). By those measures, the company was actually part by working Punch’s balance sheet to lower the cost
doing quite well. of financing the acquisition.
Once the reality of the company’s strong cash position TPG’s financing consisted of a £1.6 billion bridge loan,
and high-quality assets was revealed, banks became more which it later refinanced by securitizing its newly ac-
willing to lend it money. TPG was then able to finance the quired pub assets. Thanks to the stable and predictable
high level of assets (which had distorted the ROA and nature of pub revenues, Punch was able to isolate the
EVA measures downward) largely with debt. This limited rents it earned on real estate (an important source of cash
the amount of equity that TPG had to put into the com- flow to the company) and package them as real-estate
pany and maximized the return on invested capital and investment securities that could be sold to investors. As
return on equity. In the wake of the changes, Beringer a result, it achieved a more efficient capital structure, sav-
thrived, achieving a ninefold return on the initial invest- ing approximately £30 million in annual interest costs.
ment within five years. In combination with a focused investment thesis – tailor-
In addition, PE firms put teeth in their measures by di- ing pub products and prices to local markets – the inno-
rectly tying the equity portion of their managers’ com- vative use of the balance sheet enabled TPG to restore
pensation to the results of the managers’ units, effectively growth to a business that for years had posted flat to de-
making these executives owners. Often, the management clining sales. Punch’s pub revenues have been increasing
teams own up to 10% of the total equity in their busi- at more than 7% annually, despite the maturity of the
nesses, through either direct investment or borrowings overall industry.
from the PE firm. Public company executives may believe PE firms also work the balance sheet by aggressively
they’re doing the same thing when they grant shares or managing the physical capital in a business. Consider
options to their line managers, but they’re usually
not. Those types of arrangements typically give man-
agers a stake in the parent company, not the indi-
vidual unit. The problem is, the stock of the parent
company is not usually heavily influenced by the per- The Four Disciplines of
formance of any individual unit, so equity grants
don’t really create ownership in the unit. But there
Top Private-Equity Firms
are ways for public companies to structure compen-
sation as PE firms do. For instance, management Define an Don’t Measure
bonuses tied directly to the performance of the indi- Investment Thesis Too Much
vidual unit, not the entire company, can be increased
• Have a three- to • Prune to essential
as a proportion of overall compensation, with an off- five-year plan metrics
setting decrease in cash compensation.
• Stress two or three • Focus on cash and
key success levers value, not earnings
Work the Balance Sheet • Focus on growth, not • Use the right
PE firms rely heavily on debt financing. On average, just cost reductions performance measures
about 60% of their assets are financed with debt, far for each business
more than the 40% that’s typical for publicly traded • Link incentives to unit
companies. The high debt-to-equity ratio helps performance
strengthen managers’ focus, ensuring they view cash
as a scarce resource and allocate capital accordingly.
But PE firms also make equity work harder; they look
at their balance sheets not as static indicators of per-
formance but as dynamic tools for growth. The most
how the U.S. firm GTCR Golder Rauner fully targeted regional markets.
turned around SecurityLink (a company “Every day you don’t sell a This strategy created immediate
that installs and monitors security sys- opportunities to rework the bal-
tems), which it bought in 2001 from portfolio company, you’ve ance sheet of the company. First,
telecommunications giant SBC Commu- GTCR released capital by selling
nications and merged with Cambridge
made an implicit buy a third of SecurityLink’s offices –
Protection Industries (another security decision,” says one CEO. those lying outside the target
business it had invested in). SBC had markets. Then it refocused capi-
viewed SecurityLink as a loss-making, tal previously tied up in serving
noncore business, but GTCR’s managers saw trapped the dealer and mass-market channels on building direct
value in the unit. They realized that the key to making sales capabilities in the target regions. By homing in on
profits lay in selling directly to customers and focusing fewer markets, the company was also able to dramatically
only on regional markets where they could achieve mar- reduce costs, cutting more than 1,000 sales and service
ket share leadership. Dominant market share in a locale jobs. The result? SecurityLink rapidly transformed itself
provided scale economies for local call centers and pools from a loss maker into a highly profitable company, gen-
of alarm technicians and installers. Selling through inde- erating close to $100 million of pro forma pretax earnings
pendent contractors or promotional marketing channels, in less than a year. The company was subsequently sold to
by contrast, drained profits. When outside contractors alarm giant ADT, a division of Tyco. For GTCR investors,
installed alarms, they were so focused on the volume of an initial $135 million equity investment grew to $586 mil-
installations that they tended to do slipshod work. That lion in just 13 months.
led to high rates of costly false alarms and customer attri-
tion. In the promotional marketing channels, which used
telephone sales and direct mail to sell to home owners
Make the Center the Shareholder
with relatively low incomes, the focus was also on signing As public companies grow, the role of their corporate
up as many new accounts as possible, often by providing headquarters tends to shift toward administration; they
free installations without any long-term contracts. These become, in essence, mere employers. That’s not the case
practices resulted in high selling costs and frequent at successful PE firms. Their corporate staffs view them-
cancellations. selves as active shareholders in the businesses they hold,
So GTCR quickly established a single-minded invest- obligated to make investment decisions with a complete
ment thesis for SecurityLink: Pursue rapid growth in care- lack of sentimentality. They maintain a willingness to
swiftly sell or shut down a company if its perfor-
mance falls too far behind plan or if the right oppor-
tunity knocks. “Every day you don’t sell a portfolio
company, you’ve made an implicit buy decision,” says
TPG’s Coulter.
GTCR’s decision to sell its security-monitoring
business to ADT just 13 months after buying it is a
good case in point. The firm typically holds its acqui-
Work the Make the Center sitions for five years, but ADT’s offer – $1 billion in
Balance Sheet the Shareholder cash, more than four times GTCR’s original invest-
ment – was simply too good to refuse. At the time,
• Redeploy or eliminate • Focus on optimizing
unproductive capital – each business
William Kessinger, a principal at GTCR, acknowl-
both fixed assets and edged that his firm would have liked to stay in the
• Don’t hesitate to sell business. “We don’t see ourselves as people who
working capital
when the price is right would typically buy and sell over a short period of
• Treat equity capital
• Act as unsentimental time,” he said. “This was just an unusual opportunity
as scarce
owners for us, given the size of the deal and the fact there was
• Use debt to gain an interested buyer who was able to write a check for
• Get involved in the hiring
leverage and focus, the whole thing.”
and firing decisions in
but match risk with PE firms are equally unsentimental in their ap-
portfolio companies
return
• Appoint a senior person
proach to their headquarters staffs, seeing them as
to be the contact between part of their transaction costs. Although their portfo-
the corporate center and lios may represent several billions in revenue, they
a business keep their corporate centers extremely lean. Accord-
ing to an analysis by Bain & Company, the average
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PE firm has just five head office employees per billion dol- focused on performance,” says the head of one private-
lars of capital managed (the combined value of debt and equity firm who has replaced half the CEOs of his port-
equity), one-fourth the number of staffers at the typical folio companies.“When we replace them, we cast the net
corporate headquarters. Most corporate staffers at PE broadly. We don’t just look inside the company. We
firms are deal makers and financiers, people who play want to install a management team with the skill and the
core roles across an entire portfolio. If other expertise is will to succeed.” (For more on the people PE firms hire to
required, outsiders are brought in on a contract basis. fill key slots, see the sidebar “Wanted: Hungry Managers.”)
More interesting than the number of corporate staffers Typically, a PE firm appoints a senior partner to work
is the way the best PE firms interact with their portfolio day-to-day with the CEO of each business. Having one
companies. It used to be that the firms’ partners limited high-level contact streamlines the relationship and avoids
themselves to buying and selling companies, leaving day- distractions. The businesses don’t have to contend with
to-day management to each business’s existing manage- a number of staffers making information requests. When
ment team. Today, most headquarters take a more hands- this relationship works well, the portfolio company ben-
on approach, providing support and advice and getting efits greatly from the headquarters’ independent and
involved directly in hiring and firing managers. “We are unsentimental view of the business and its markets.
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