EMEA Private Equity Market Snapshot - Essential tools for strategic decisions December 2019 Issue 23 - S&P Global

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EMEA Private Equity Market Snapshot - Essential tools for strategic decisions December 2019 Issue 23 - S&P Global
EMEA Private Equity                       •   Global GPs’ Activity into EMEA Slows as Another Brexit
                                              Extension is Confirmed

Market Snapshot                           •

                                          •
                                              UK’s “Going Private” Deals Taking Off

                                              PE Investments in European Communication Services Targets
Essential tools for strategic decisions       on Course to Reach a Decade High

December 2019│Issue 23                    •   Feature Article: Private Equity Leveraging ESG to Create Value
EMEA Private Equity Market Snapshot

 Editor’s Note                                                            Authors
                                                                          Ilja                               Rubie Pearl
 Welcome to the 23rd issue of the EMEA Private Equity Market              Hauerhof                           Corales
 Snapshot (PEMS), a quarterly publication focusing on the Private
 Equity (PE) market in Europe, the Middle East and Africa (EMEA) from     Senior Manager,                    Associate,
 S&P Global Market Intelligence.                                          Product & Market                   Product & Market
                                                                          Development EMEA                   Development
 This issue addresses the overall decline in capital deployed and
 number of deals felt across EMEA, in spite of some surprising gains      S&P Global Market                  S&P Global Market
 among the Financials and Healthcare sectors. After discussing the        Intelligence                       Intelligence
 factors playing into this trend, we take a deeper dive into the number
 of PE-backed Public to Private buyout deals on the horizon in the UK.
                                                                          Ewa                                Madeleine
 From there, we take a broader view of the Communication Services
                                                                          Skornas                            Farman
 sector and look at the implications of its record-setting upwards
 trajectory over the past five years. We close with a feature article     Associate,                         Senior Editor
 examining the way investors are increasingly perceiving                  Investments Data
                                                                                                             S&P Global Market
 Environmental, Social and Governance as an investment opportunity
                                                                          S&P Global Market                  Intelligence
 to be seized, as opposed to an investment risk to be managed.
                                                                          Intelligence
 We look forward to receiving feedback and suggestions on regions or
 sectors of interest for future analysis. To subscribe or comment on
 the     complimentary        EMEA        PEMS,      please    email
 market.intelligence@spglobal.com.
                                                                          If you would like to read previous issues of this report, please visit
                                                                          www.spglobal.com/marketintelligence/emea-pems-archive

                                                                                                                                                   2
EMEA Private Equity Market Snapshot

Global GPs’ Activity into EMEA Slows as Another Brexit                                                       also suffered a drop, with both received capital and deal count falling
                                                                                                             by 24% year-over-year, from €2.4bn to €1.8bn, and 121 deals to 75
Extension is Confirmed
                                                                                                             deals, respectively. Benelux targets experienced the biggest reduction
One month after the end of the third quarter, the European Union (EU)                                        in deployed capital, receiving only €1.7bn in the quarter compared to
and the United Kingdom (UK) have agreed on yet another Brexit                                                €9.7bn in the previous year; though it’s important to note that 75% of
extension, giving the UK until January 31, 2020 to exit the EU. Given the                                    the Q3 2018 value was attributable to a single deal that saw KKR & Co.
uncertainty surrounding Brexit right up until this latest agreement was                                      L.P. acquire the Spreads Business (Upfield Foods) from Unilever PLC
                                               reached,     it   is   not                                    for €6.8bn. 3
                                               surprising that global
                                                                                                                                                            The     Financials       and
                                               General Partners’ (GPs’)
                                                                                                                                                            Healthcare          sectors
                                               investments into the
                                                                                                                                                            attracted        significant
                                               Europe, Middle East and
                                                                                                                                                            attention from global GPs
                                               Africa (EMEA) region
                                                                                                                                                            during the quarter, as
                                               tumbled in Q3 2019.
                                                                                                                                                            deal value materially
Aggregate capital deployed into EMEA fell almost 40% between Q3
                                                                                                                                                            grew in spite of the overall
2018 and Q3 2019, decreasing from €25.2bn to €15.5bn. Deal count
                                                                                                             decline in investments across EMEA region. Aggregate capital
also fell 12% over the same period. Additionally, fewer large deals –
                                                                                                             deployed in the Financials sector increased more than two-fold, from
those valued at €1.0bn or more – were produced, from five deals with
                                                                                                             only €0.8bn in Q3 2018 to €2.0bn in Q3 2019, notwithstanding a 33%
a total value of €13.7bn 1 in the same period last year to only three
                                                                                                             reduction in the number of deals. Surprisingly, capital invested in
deals with a total value of €3.6bn this year. 2 Factoring in an economic
                                                                                                             Healthcare rose by 62%, jumping from €1.4bn in Q3 2018 to €2.2bn in
slowdown in China, problems in South America and the threat of an
                                                                                                             Q3 2019. This trend suggests that Private Equity’s (PE’s) focus at this
escalating US/China trade war, the drop is likely reflective of a more
                                                                                                             point in the cycle is on industries that are non-cyclical in nature, such
challenging macro environment in general in 2019.
                                                                                                             as Healthcare, certain areas of Technology and Business Services. 4 On
The UK and the Nordics were the hardest hit regions in Q3 2019. The                                          the other hand, a single, large deal involving the acquisition by The
volume of investments flowing through the UK in the quarter
plummeted by 42% year-over year, from €7.2bn to €4.2bn, with deal
count also falling by 12% from 278 to 245. Similarly, Nordics targets

1                                                                                                            3
  Q3 2018 global entry investments into EMEA-based targets in the €1.0bn+ plus bracket: Upfield Foods, ZPG    KKR & Co. L.P. (NYSE:KKR) completed the acquisition of Spreads Business from Unilever PLC (LSE:ULVR) on
Limited, Pret A Manger (Europe) Ltd, TIP Trailer Services Management B.V., and Ammeraal Beltech Holding      July 2, 2018 (As of 30/09/19). S&P Capital IQ Platform. Retrieved from
B.V.                                                                                                         https://www.capitaliq.com/CIQDotNet/Transactions/TransactionDetail.aspx?transactionId=546954145&com
                                                                                                             panyId=546954102
2
 Q3 2019 global entry investments into EMEA-based targets in the €1.0bn+ plus bracket: Howden Group Ltd.,
                                                                                                             4
Forgital Italy S.p.A., and Luminor Group AB.                                                                  “Global Private Equity 2019: The Year Ahead.” (As of 20/02/19). Private Equity Wire. Retrieved from
                                                                                                             https://www.privateequitywire.co.uk/special/global-private-equity-2019-year-ahead
                                                                                                                                                                                                                    3
EMEA Private Equity Market Snapshot

Carlyle Group of Forgital Italy S.p.A. for €1.0bn 5 paved the way for the                                  from €31.9bn to only €20.0bn in Q3 2019. Both cross-border and local
meteoric rise in capital deployed to the Materials sector, which                                           targets felt the impact of the weakening investments, with the
                                         jumped from €0.2bn to a high of                                   percentage decline reaching double digits. EMEA-based GPs’
                                         €1.7bn.                                                           investments into cross-border targets dipped by 39% to €10.8bn
                                                                                                           across 339 deals, compared to €17.7bn across 318 deals in the same
                                       With a hard Brexit still on the
                                                                                                           period last year. Similarly, investments into local targets were down
                                       line in Q3, the value of PE exits
                                                                                                           30% falling from €14.2bn across 1,058 deals in the same period last
                                       also dwindled.       Global GPs’
                                                                                                           year to €9.9bn across 942 deals this year.
                                       aggregate capital realized from
EMEA based targets fell by 42% from €32.8bn to €18.8bn, and deal                                           Among cross-border targets, Asian targets were hit the hardest with a
count was reduced by 23% from 297 to 219. The drop is likely                                                                                            77% decline in capital
connected to the decline in large deal divestments, with only three                                                                                     received and ended this
large deals during the quarter with a total value of €7.4bn, 6 a                                                                                        quarter with aggregate
significant dive from the nine large deals with a total value of €18.0bn 7                                                                              investments of €1.9bn
in the same period last year. A decline in capital realized was evident                                                                                 across       74    deals
across all regions in EMEA, but most pronounced in Return on Equity                                                                                     compared to €8.4bn
targets, which were left with aggregate capital realized of only €1.0bn                                                                                 across 54 deals in the
compared to €5.4bn in the previous year.                                                                                                                same period last year.
                                                                                                                                                        Even removing the single,
EMEA-based GPs’ Activity Weakens Globally                                                                  large deal in Q3 2018 involving the acquisition of Sydney Motorway
                                                                    During   the    quarter,               Corporation Pty Limited for €5.8bn, 8 aggregate capital invested in
                                                                    EMEA-based          GPs’               Asian targets would still be down 30%. In the same way, UK targets
                                                                    investment activity also               also suffered a 66% dip in capital received from EMEA-based GPs,
                                                                    showed     signs      of               from €6.2bn across 240 deals to only €2.1bn across 215 deals.
                                                                    slowdown, as capital                   Additionally, there were no deals in the €1bn plus range.
                                                                    deployed fell by 35%

5                                                                                                          7
 Carlyle Europe Partners V and Carlyle Partners VII, L.P. funds of The Carlyle Group L.P. (NasdaqGS:CG)     Q3 2018 global exit investments into EMEA-based targets in the €1.0bn+ plus bracket: Sky Betting and
completed the acquisition of Forgital Italy S.p.A. from Fondo Italiano di Investimento fund of Neuberger   Gaming, OOO Stroygazconsulting, Direct Energie Société Anonyme, Ufinet Telecom, S.A.U., iZettle AB, Pret A
Berman AIFM Limited, Asset Management Arm and Spezzapria family on September 11, 2019. (As of              Manger (Europe) Ltd, SIG Combibloc Group AG, TIP Trailer Services Management B.V., and Ammeraal Beltech
30/09/19). S&P Capital IQ Platform. Retrieved from                                                         Holding B.V.
https://www.capitaliq.com/CIQDotNet/Transactions/TransactionDetail.aspx?transactionId=616267921&com
                                                                                                           8
panyId=5722303                                                                                               Transurban Group (ASX:TCL), Canada Pension Plan Investment Board, AustralianSuper Pty Ltd and Tawreed
                                                                                                           Investments Ltd. completed the acquisition of 51% stake in Westconnex from the Government of New South
6
 Q3 2019 global exit investments into EMEA-based targets in the €1.0bn+ plus bracket: BTG International    Wales on September 27, 2018. (As of 30/09/19). S&P Capital IQ Platform. Retrieved from
Ltd., Global Switch Holdings Limited, and Parques Reunidos Servicios Centrales, S.A.
                                                                                                                                                                                                                    4
EMEA Private Equity Market Snapshot

EMEA-based GPs continued to invest heavily in the Information                                               €6.2bn across 33 deals, even with 33% fewer total number of deals.
Technology (IT) sector, putting in €5.5bn of new money across 463                                           The rise in total realized capital within Healthcare was largely boosted
deals during the quarter, similar to last year. The Healthcare sector, on                                   by a single, and the largest, deal of the quarter, which involved the
the other hand, has only started to attract interest, as aggregate                                          acquisition of BTG International by Boston Scientific for €3.7bn. 10
capital grew by 15% from €3.0bn to €3.5bn in Q3 2019, despite a 7%
                                                                                                            Shifting the focus onto the Venture Capital (VC) universe reveals just a
decline in the number of deals. With no large deals executed during the
                                                                                                            4% decline in global VC capital deployment in EMEA region, from
quarter, the Industrials, Consumer Discretionary, and Communication
                                                                                                            €3.4bn in Q3 2018 to €3.3bn in Q3 2019 and fewer number of deals (562
Services sectors all suffered a decline in aggregate capital deployed,
                                                                                                            versus 635 in the previous year). At 30%, IT received the highest
with the largest drop falling to the Industrials sector, with investments
                                                                                                            allocation of capital from global VCs, standing €1.2bn across 252
plunging by 80% from €9.4bn across 157 deals in Q3 2018 to €1.9bn
                                                                                                            deals. EMEA-based VC firms investments globally, on the other hand,
across 139 deals in Q3 2019.
                                                                                                            grew incrementally at €6.7bn across 744 deals – a 3% growth – with
Divestiture activity of EMEA-based GPs also lessened, with a 55%                                            the new money largely concentrated (57%) in North American targets.
reduction in aggregate capital realized when compared to the same                                           On a sector view, Healthcare stood side by side with IT, amassing
                                                  period last year.                                         €1.75bn of aggregate capital across 103 deals in Q3 2019 from €1.37bn
                                                  During the quarter,                                       across 108 deals the year prior.
                                                  capital realized only
                                                  totaled       €18.5bn
                                                  across 213 deals,
                                                  versus        €40.9bn                                     UK’s “Going Private” Deals Taking Off
                                                  across 274 deals in                                       In line with the overall decline in deal volume across the EMEA region,
                                                  the previous year,                                        PE investments in UK targets followed a similar trend in the first three
                                                  though it should be                                       quarters of 2019 as compared to the year prior, although the decline
noted that a single exit deal in 2018 that saw Walmart acquire Flipkart                                     was a marginal 5.5%, from 843 to 796 closed transactions (Chart 1).
Private for €13.5bn accounted for 33% of this value. 9 Even removing                                        Over the same period, the reported PE capital deployed into UK targets
this outlier transaction, however, aggregate capital realized would still                                   dropped 9% from £12.9bn to £11.8bn, resulting in the UK falling behind
be down 30%. From a sector view, the value realized from the                                                the Nordics (£12.9bn), who attracted more GP’s capital year-to-date.
Healthcare industry more than tripled, from €2.6bn across 22 deals to                                       The latter will most likely be a short-term phenomenon as some big-

https://www.capitaliq.com/CIQDotNet/Transactions/TransactionDetail.aspx?transactionId=579495878&com
                                                                                                            10
panyId=285732216                                                                                               Boston Scientific Corporation (NYSE:BSX) completed the acquisition of BTG plc (LSE:BTG) from Woodford
                                                                                                            Investment Management Limited, Novo Holdings A/S, INVESCO Asset Management Limited and others on
9
  Walmart Inc. (NYSE:WMT) completed the acquisition of 77% stake in Flipkart Private Limited from a group   August 19, 2019. (As of 30/09/19). S&P Capital IQ Platform. Retrieved from
of sellers on August 18, 2018. (As of 30/09/19). S&P Capital IQ Platform. Retrieved from                    https://www.capitaliq.com/CIQDotNet/Transactions/TransactionDetail.aspx?transactionId=591945718&com
https://www.capitaliq.com/CIQDotNet/Transactions/TransactionDetail.aspx?transactionId=563483103&com         panyId=127549
panyId=309452892
                                                                                                                                                                                                                  5
EMEA Private Equity Market Snapshot

ticket PE-backed Public to Private (P2P) buyout deals, worth a
combined £8bn, are awaiting regulatory approval and would easily
propel the UK back to the top. Thoma Bravo sees an “attractive
opportunity to increase its exposure to the large and growing cyber
security market” 11 by acquiring the Sophos Group plc (LSE:SOPH), a
deal that values the firm in the range of £3.12bn, with an Implied
Enterprise Value (EV)/Last Twelve Months (LTM) Earnings Before
Interest Tax Depreciation and Amortization (EBITDA) multiple of
46.7x. 12 Furthermore, the US PE firm Advent International Corporation
already received the “green light” from investors but is awaiting the
British government’s decision on its acquisition of the UK Aerospace
and Defense company Cobham plc (LSE:COB) in a deal worth £4.5bn
and an Implied EV/LTM EBITDA multiple of 15.4x. 13

                                                                                                            Data as of 30/09/19. Source: S&P Global Market Intelligence. For illustrative purposes only.

                                                                                                            It is somewhat not surprising to see a slight uptick in the P2P activities
                                                                                                            targeting UK-based firms, but it is worth highlighting the significant
                                                                                                            increase in deal value. One factor that has potentially played a key role
                                                                                                            is the weakening British Pound. The GBP/USD rate fell to a historical
                                                                                                            low of $1.1885 in August this year as a result of the prolonged political
                                                                                                            debate around Brexit. Additionally, there is a strong appetite among
                                                                                                            institutional investors for private markets, as evidenced by record
                                                                                                            levels of global PE fundraising activity. The significant amount of “dry
                                                                                                            powder” in the market, as well as the low interest environment, are all
                                                                                                            possible factors driving the attention of foreign PE players to UK public

11                                                                                                          13
   “UK Security giant Sophos heading for £3.1bn acquisition.” (As of 31/10/2019). NS Tech. Retrieved from      Cobham plc (LSE:COB). (As of 31/10/2019). S&P Capital IQ Platform. Retrieved from
https://tech.newstatesman.com/security/sophos-thoma-bravo-acquisition                                       https://www.capitaliq.com/ciqdotnet/Transactions/transactionDetail.aspx?transactionId=640450270&comp
                                                                                                            anyId=159951597
12
   Sophos Group plc (LSE:SOPH). (As of 31/10/2019). S&P Capital IQ Platform. Retrieved from
https://www.capitaliq.com/ciqdotnet/Transactions/transactionDetail.aspx?transactionId=640450270&comp
anyId=159951597
                                                                                                                                                                                                              6
EMEA Private Equity Market Snapshot

assets. 14 According to S&P Capital IQ data, if the above mentioned
deals pass through the regulatory hurdles, the total amount of PE-
backed “Going Private” deals could reach levels not seen since 2011;
even more remarkably, the total deal value for those deals in 2019YTD
would top the total amount paid across all PE-backed P2P UK deals
over the past nine years (Chart 2).

                                                                                                  Data as of 30/10/19. Source: S&P Global Market Intelligence. For illustrative purposes only.

                                                                                                  tors/Our%20Insights/Private%20markets%20come%20of%20age/Private-markets-come-of-age-McKinsey-
14
   “Private markets come of age.” (As of 31/10/2019). McKinsey & Company. Retrieved from          Global-Private-Markets-Review-2019-vF.ashx
https://www.mckinsey.com/~/media/McKinsey/Industries/Private%20Equity%20and%20Principal%20Inves
                                                                                                                                                                                                 7
EMEA Private Equity Market Snapshot

A recent study published by the Thinking Ahead Institute 15 observed a                                           PE Investments in European Communication Services
significant shift within the public and private markets and highlights
                                                                                                                 Targets 16 on Course to Reach a Record High in a Decade
some key implications as a result of the changing dynamics. First, the
average number of Initial Public Offerings per year across major                                                 Over the last five years, the Communication Services sector in EMEA
markets, like the US and the UK, has dramatically declined in the last                                           has attracted relatively stable funding from global GPs when excluding
decade as compared to the period between 1980 and 2000. Secondly,                                                mega deals. 17 In our study period, from January 1, 2015 to September
the number of firms listed on the US equity market dropped by 50%, to                                            30, 2019, the total amount invested into the sector hit €44.7bn across
just 4000 firms today, compared to the peak in the late 1990s. A key                                             2525 transactions. Put into context, the sector accounted for almost
driver of the reduced number of firms is the overall perception of public                                        10% of the share of aggregate PE capital deployed to the region over
markets as being increasingly impatient and short-term focused.                                                  the study period. Though the number of deals was almost unchanged,
Finally, there is an abundance of private capital, enabling private                                              this year’s investment value totaled €4.7bn as of September 30, 2019,
companies to access new capital outside public markets. In today’s                                               a substantial drop on the astounding €11.2bn put to work during the
ecosystem, companies that do go public are more likely to be more                                                same period in 2018 (Chart 3).
mature and come with a significant price tag attached to them. Given
their long investment horizon, PE firms are taking advantage of the                                              That said, three mega-deals worth more than €1bn helped to boost
above developments, and it is not surprising that institutional                                                  aggregate deal values in the first three quarters of 2018. They included
investors are ramping up their exposure to private markets as a way to                                           a €3.5b acquisition of Irish Telecom Air Limited, 18 a €2.8 acquisition of
access fast-growing, innovative companies.                                                                       UK-based ZPG Limited, 19 and a €1.1bn investment in Imagina Media
                                                                                                                 Audiovisual S.L. by Orient Hontai Capital. 20 By comparison, there was
                                                                                                                 only one mega deal on average in each year between 2014 and 2017.

15
   The evolving role of public and private markets (As of 31/10/2019), Thinking Ahead Institute Retrieved from   18
                                                                                                                    Eir Limited. (As of 30/9/2019). S&P Capital IQ Platform. Retrieved from
https://www.thinkingaheadinstitute.org/-/media/TAI/Pdf/Research-Ideas/a_public/Private-Equity.pdf
                                                                                                                 https://www.capitaliq.com/CIQDotNet/Transactions/TransactionDetail.aspx?transactionId=547205239&com
16                                                                                                               panyId=47125283
   As per the Global Industry Classification Standard (GICS) Communication Services sector comprises
Telecommunication Services and Media & Entertainment Industry Group. (As of 30/9/2019). S&P Capital              19
                                                                                                                    ZPG Limited. (As of 30/9/2019). S&P Capital IQ Platform. Retrieved from
Global Market Intelligence. Retrieved from
                                                                                                                 https://www.capitaliq.com/CIQDotNet/Transactions/TransactionDetail.aspx?transctionId=564134278&comp
https://www.spglobal.com/marketintelligence/en/documents/112727-gics-
                                                                                                                 anyId=10255072
mapbook_2018_v3_letter_digitalspreads.pdf
                                                                                                                 20
17                                                                                                                  IMAGINA MEDIA AUDIOVISUAL, S.L. (As of 30/9/2019). S&P Capital IQ Platform. Retrieved from
     Mega deal is considered to be €1bn or more in value.
                                                                                                                 https://www.capitaliq.com/CIQDotNet/Transactions/TransactionDetail.aspx?transactionId=540994879&com
                                                                                                                 panyId=7023697
                                                                                                                                                                                                                  8
EMEA Private Equity Market Snapshot

                                                                                                   Media and Services segment are consistently outperforming their
                                                                                                   Media & Entertainment peers, with an average EBITDA margin of
                                                                                                   18.5% and an average net profit margin of 14.5%, which likely explains
                                                                                                   the strong deal-making activity into the segment.
                                                                                                   Movies & Entertainment and Integrated Telecommunication Services
                                                                                                   round up the top three most invested sub-industries, contributing 16%
                                                                                                   and 15% of the share of money invested, respectively. Interestingly,
                                                                                                   the largest growth deal into the Movies & Entertainment sub-industry
                                                                                                   recorded so far this year was a €86m investment into Plimsoll
                                                                                                   Productions Ltd. by LDC (Managers) Ltd. 21
                                                                                                   As more broadcasters and media tech companies launch their own
                                                                                                   streaming services, content is increasingly seen as a differentiating
                                                                                                   factor in winning over viewers. As a result, programming budgets are
                                                                                                   skyrocketing, likely leading to increased PE interest in the TV
                                                                                                   production segment. According to S&P Global Market intelligence,
                                                                                                   over the course of five years, over-the-top (OTT) video subscription in
                                                                                                   the UK grew by a 106.4% Compound Annual Growth Rate (CAGR)
Data as of 30/09/19. Source: S&P Global Market Intelligence. For illustrative purposes only.
                                                                                                   against a 3.4% multichannel equivalent, which makes the UK one of
                                                                                                   the most developed OTT video markets in Europe, 22 though other
Within the broader Communication Services sector, some of the sub-                                 European countries are following suit. For example, the streaming
industries appear more attractive to GPs, shaping the overall                                      video market in Germany increased threefold from 2015, reaching
composition of entry deals. The Interactive Media and Services                                     €14.6m in 2018. All this comes against the backdrop of stagnating
industry has by far dominated the Communication Services landscape,                                multichannel customer growth in Europe. Between 2019 and 2028 the
both in terms of deal volume and deal count. The industry attracted                                number of multichannel subscribers in Western Europe is projected to
€11.4bn (1526 deals), which amounts to a 25% share of aggregate deal                               increase by a CAGR of 0.4% (Chart 4), and by a CAGR of 1.3% for
values and 60% of the deal count over the study period. S&P Global
Market Intelligence fundamentals data for the last five years shows
that EMEA-based private companies operating in the Interactive

21
   Plimsoll Productions Ltd. (As of 30/9/2019). S&P Capital IQ Platform. Retrieved from
https://www.capitaliq.com/ciqdotnet/Transactions/TransactionSummary.aspx?CompanyId=328485466&tra   22
                                                                                                      S&P Global Market Intelligence (As of 30/9/2019). Retrieved from
nsactionViewType=1
                                                                                                   https://platform.marketintelligence.spglobal.com/web/client?auth=inherit#news/article?id=53064635&Key
                                                                                                   ProductLinkType=24
                                                                                                                                                                                                      9
EMEA Private Equity Market Snapshot

Eastern Europe (Chart 5). At the opposite end is the Middle East and
Africa, with a CAGR of 7%, the highest among other regions. 23

                                                                                                        Data as of 30/09/19. Source: S&P Global Market Intelligence. For illustrative purposes only.

Data as of 30/09/19. Source: S&P Global Market Intelligence. For illustrative purposes only.
                                                                                                        Regional Domination – Spotlight for the UK
                                                                                                        The UK proved to be an unquestionable destination for investments
                                                                                                        into Communication Services. The country amassed almost €12bn,
                                                                                                        equivalent to the combined capital invested into France, Germany,
                                                                                                        Spain and Sweden over the last five years, with strong funding from
                                                                                                        local investors. Single buyer deals data reveals that in three quarters

23 S&P Global Market Intelligence (As of 30/9/2019). Retrieved from
https://platform.marketintelligence.spglobal.com/web/client?auth=inherit&overridecdc=1&#industry/Glob
alMultichannelRank
                                                                                                                                                                                                       10
EMEA Private Equity Market Snapshot

of completed transactions, money came from UK-based investors.                                         FEATURE ARTICLE
While deal count in the first three quarters of 2019 was on par with the
four-year average over the same period in 2018, deal value amounted                                    PE Leveraging ESG to Create Value
to €588mm, a drop of 65% from 2016 (€1.6bn) and way below the mark
of the unprecedented €4.2bn registered in 2018. Yet the collapse in                               PE has shifted its view of Environmental, Social and
invested capital in 2019 versus the previous period appears not to be                Governance (ESG) factors to a means through which it can add value,
constrained to UK, but Europe wide. An exception is France, where                    rather than simply a way to mitigate risk.
money deployed to Communication Services targets (€2.2bn) has                        In some cases, assets in which a firm might consider investing have
already surpassed the previous years’ full figure. Notably, a €1.8bn                 implemented ESG strategies to the highest degree, and, as such, a firm
acquisition of SFR FTTH led by a consortium of Allianz Capital                       may deem there is no room for further improvement. At the other end
Partners, OMERS Infrastructure and AXA IM – Real Assets drove up                     of the spectrum, some assets are too risky for firms to considering
investment value. 24                                                                 improving. Between these two poles lies a gray area, which has come
Despite the falling deal count, PE players are willing to splash capital             further into the spotlight as consumers grow increasingly more
when the right opportunity arises, driving up the M&A valuation. The                 ethically aware.
average Implied EV/EBITDA increased from 11.3x in 2015 to 12.5x in                   For instance, a potential investment may not have a strong ESG track
2018.                                                                                record and therefore would raise red flags during due diligence, but
Although 2019 got off to a slow start for PE investments into the                    that also could translate into an opportunity for the investor in terms
Communications sector, as the year draws to a close, deal volume is                  of raising its ESG score and winning support from conscientious
on course to surpass the previous year’s level and even reach a decade               consumers.
high. There is a further €15bn to be injected into the sector if all                 Cornelia Gomez, ESG director at PAI Partners, notes that investing in
announced deals are to close. Indeed, in the UK, deal value is set to                businesses that have areas where they can improve on ESG is precisely
soar by €5bn once the Inmarsat Plc transaction 25 receives regulatory                where PE owners can have an impact: "We will have a lot of levers to
approvals from competition authorities, showing that despite global                  improve them, to push them towards certifications, labeling, and more
political and economic uncertainties, the Communications sector in                   transparency, more traceability."
EMEA remains quite resilient.
                                                                                     Firms with PE strategies are searching for ways to make
                                                                                     improvements. The head of ESG at one large U.S.-headquartered
                                                                                     alternative asset manager, which manages billions of dollars in assets,
                                                                                     said the firm looks to advance ESG best practices across sectors

24                                                                                   25
   SFR FTTH. (As of 30/9/ 2019). S&P Capital IQ Platform. Retrieved from                Inmarsat Plc (LSE:ISAT). (As of 30/9/2019). S&P Capital IQ Platform. Retrieved from
https://www.capitaliq.com/CIQDotNet/BusinessRel/investors.aspx?companyId=584271941   https://www.capitaliq.com/CIQDotNet/Transactions/TransactionDetail.aspx?transactionId=606921695&com
                                                                                     panyId=3574059
                                                                                                                                                                                    11
EMEA Private Equity Market Snapshot

without taking unnecessary risks. It sees opportunities in companies         more sustainable or more socially aware approach to a tricky industry
that need investments to reach best practice standards, particularly         can also lead to investment ideas that can mitigate some of the
around safety and any type of environmental emission improvements.           negatives.
Investments in companies that are more difficult to manage can also
                                                                             Investment firm EQT AB's head of sustainability, Therése Lennehag,
create returns for investors. Where investments are more difficult to
                                                                             recalled having a conversation with an LP about a tobacco restriction,
manage, "we feel that our investors are being appropriately rewarded
                                                                             and the same day her firm announced it had agreed to invest in Fertin
for managing risks that somebody's got to manage," they said.
                                                                             Pharma, a producer of medicated chewing gum primarily targeting
Moving Past the Negative                                                     those looking to quit smoking.
At one time, it took convincing to get those in the industry to see the      "Sometimes we've been trying to take a different view on that negative
possible benefits of ESG. Some 10 years ago, Principles for                  screen," Lennehag said. She added that firms can find ways to make a
Responsible Investment (PRI), the United Nations-supported                   positive difference when they look to do more than just avoid certain
organization that aims to help investors incorporate ESG, had only a         industries.
handful of PE members. Natasha Buckley, a senior manager at PRI,
                                                                             ESG Part of Overall Process
said her organization had "quite difficult conversations" convincing
Limited and General Partners that ESG "is not about sacrificing              Many in the industry note that it's important to distinguish ESG from
returns. This does not breach of your fiduciary duty."                       restriction-based investing. ESG is about integrating related factors
                                                                             into the due diligence process "irrespective of whether or not we move
Initially, market participants commonly associated ESG with
                                                                             forward on a deal" and across the ownership of an asset, said
investment restrictions that Limited Partners (LPs) required of their
                                                                             Blackstone Group Inc.'s global head of ESG, Alison Fenton-Willock.
GPs, said Buckley. But investment restrictions are not necessarily tied
to ESG. Rather, they may take into account the avoidance of bad              Today, ESG is incorporated into the due diligence carried out by LPs,
publicity, or sectors LPs already have strong market exposure to, PE         and some are pushing PE firms for further information. The increased
industry sources said. Common examples are assets involved with              awareness has changed how the industry views ESG, said Buckley,
tobacco, pornography, gambling or certain types of weapons.                  whose firm now has some 400 GPs as members. "It's gone from being
                                                                             a marketing discussion or an investor relations discussion to be more
Although these sorts of restrictions are still in place for many LPs, they
                                                                             about operational value creation," Buckley said.
are not looking to lengthen the list and limit the investments their
managers can make. Some managers have found that a push to take a

                                                                                                                                                12
EMEA Private Equity Market Snapshot – Data Pack

EMEA-Based Targets

                    Number and aggregate deal value (€bn) of PE entry                                                                              Number and aggregate deal value (€bn) of PE entry
                                transactions by region                                                                                                        transactions by industry
                                  Q3 2018 vs. Q3 2019                                                                                                           Q3 2018 vs. Q3 2019
 12                                                                                                       300       8                                                                                                        450
                                                                                                                    7                                                                                                        400
 10                                                                                                       250
                                                                                                                    6                                                                                                        350
  8                                                                                                       200                                                                                                                300
                                                                                                                    5
                                                                                                                                                                                                                             250
  6                                                                                                       150       4
                                                                                                                                                                                                                             200
                                                                                                                    3
                                                                                                                                                                                                                             150
  4                                                                                                       100
                                                                                                                    2                                                                                                        100
  2                                                                                                       50        1                                                                                                        50
                                                                                                                    0                                                                                                        0
  0                                                                                                       0
          Africa   BeNeLux    France      Germany    Middle    Nordics     RoE     Southern United
                                                      East                          Europe Kingdom

      Q3 2018 Aggregate Deal Value     Q3 2019 Aggregate Deal Value   Q3 2018 Deal Count   Q3 2019 Deal Count               Q3 2018 Aggregate Deal Value   Q3 2019 Aggregate Deal Value   Q3 2018 Deal Count   Q3 2019 Deal Count

                      Number and aggregate deal value (€bn) of PE exit                                                                     Number and aggregate deal value (€bn) of PE exit
                                 transactions by region1                                                                                             transactions by industry1
                                   Q3 2018 vs. Q3 2019                                                                                                  Q3 2018 vs. Q3 2019
12                                                                                                             70
                                                                                                                    12                                                                                                           70
10                                                                                                             60                                                                                                                60
                                                                                                                    10
                                                                                                               50                                                                                                                50
 8                                                                                                                      8
                                                                                                               40                                                                                                                40
 6                                                                                                                      6
                                                                                                               30                                                                                                                30
 4                                                                                                                      4
                                                                                                                                                                                                                                 20
                                                                                                               20
                                                                                                                        2                                                                                                        10
 2                                                                                                             10
                                                                                                                        0                                                                                                        0
 0                                                                                                             0
         Africa    BeNeLux    France      Germany     Middle    Nordics      RoE     Southern    United
                                                       East                           Europe    Kingdom

     Q3 2018 Aggregate Deal Value    Q3 2019 Aggregate Deal Value     Q3 2018 Deal Count   Q3 2019 Deal Count           Q3 2018 Aggregate Deal Value       Q3 2019 Aggregate Deal Value   Q3 2018 Deal Count   Q3 2019 Deal Count

                                                                                                                                                                                                                                 13
For illustrative purposes only. Source: S&P Global Market Intelligence. As of June 31, 2019
EMEA Private Equity Market Snapshot – Data Pack

EMEA-Based GPs

                    Number and aggregate deal value (€bn) of PE entry                                                                  Number and aggregate deal value (€bn) of PE entry
                                transactions by region                                                                                            transactions by industry
                                  Q3 2018 vs. Q3 2019                                                                                               Q3 2018 vs. Q3 2019
 10                                                                                                   300       10                                                                                                        600
  9                                                                                                              9
  8                                                                                                   250                                                                                                                 500
                                                                                                                 8
  7                                                                                                   200        7                                                                                                        400
  6
                                                                                                                 6
  5                                                                                                   150
  4                                                                                                              5                                                                                                        300
  3                                                                                                   100        4
                                                                                                                 3                                                                                                        200
  2                                                                                                   50
  1                                                                                                              2                                                                                                        100
  0                                                                                                   0          1
                                                                                                                 0                                                                                                        0

      Q3 2018 Aggregate Deal Value   Q3 2019 Aggregate Deal Value   Q3 2018 Deal Count   Q3 2019 Deal Count              Q3 2018 Aggregate Deal Value   Q3 2019 Aggregate Deal Value   Q3 2018 Deal Count   Q3 2019 Deal Count

                      Number and aggregate deal value (€bn) of PE exit                                                                  Number and aggregate deal value (€bn) of PE exit
                                 transactions by region                                                                                           transactions by industry
                                   Q3 2018 vs. Q3 2019                                                                                               Q3 2018 vs. Q3 2019
16                                                                                                         60
                                                                                                                 12                                                                                                           60
14
                                                                                                           50
12                                                                                                               10                                                                                                           50
                                                                                                           40
10                                                                                                                   8                                                                                                        40
 8                                                                                                         30
                                                                                                                     6                                                                                                        30
 6
                                                                                                           20
 4                                                                                                                   4                                                                                                        20
                                                                                                           10
 2                                                                                                                   2                                                                                                        10
 0                                                                                                         0
                                                                                                                     0                                                                                                        0

     Q3 2018 Aggregate Deal Value    Q3 2019 Aggregate Deal Value   Q3 2018 Deal Count   Q3 2019 Deal Count          Q3 2018 Aggregate Deal Value       Q3 2019 Aggregate Deal Value   Q3 2018 Deal Count   Q3 2019 Deal Count

                                                                                                                                                                                                                              14
For illustrative purposes only. Source: S&P Global Market Intelligence. As of June 31, 2019
EMEA Private Equity Market Snapshot – Data Pack

VC EMEA-Based GPs

                 Number and aggregate deal value (€m) of VC entry                                                            Number and aggregate deal value (€m) of VC entry
                             transactions by region                                                                                     transactions by industry
                               Q3 2018 vs. Q3 2019                                                                                        Q3 2018 vs. Q3 2019
3000                                                                                                 140   2000                                                                                                 400
                                                                                                     120   1800                                                                                                 350
2500
                                                                                                           1600
                                                                                                     100                                                                                                        300
2000                                                                                                       1400
                                                                                                     80    1200                                                                                                 250
1500
                                                                                                     60    1000                                                                                                 200
1000                                                                                                        800
                                                                                                     40                                                                                                         150
                                                                                                            600
 500                                                                                                 20                                                                                                         100
                                                                                                            400
   0                                                                                                 0      200                                                                                                 50
                                                                                                              0                                                                                                 0

   Q3 2018 Aggregate Deal Value   Q3 2019 Aggregate Deal Value   Q3 2018 Deal Count   Q3 2019 Deal Count      Q3 2018 Aggregate Deal Value   Q3 2019 Aggregate Deal Value   Q3 2018 Deal Count   Q3 2019 Deal Count

VC EMEA-Based Targets

                       Number and aggregate deal value (€m) of VC                                                                    Number and aggregate deal value (€m) of VC
                                transactions by region                                                                                       transactions by industry ¹
                                  Q3 2018 vs. Q3 2019                                                      1400
                                                                                                                                                Q3 2018 vs. Q3 2019
1000                                                                                                 160                                                                                                        350
 900                                                                                                 140   1200                                                                                                 300
 800
                                                                                                     120   1000                                                                                                 250
 700
 600                                                                                                 100    800                                                                                                 200
 500                                                                                                 80     600                                                                                                 150
 400                                                                                                 60     400                                                                                                 100
 300
                                                                                                     40     200                                                                                                 50
 200
 100                                                                                                 20       0                                                                                                 0
   0                                                                                                 0
        Africa   BeNeLux     France   Germany     Middle    Nordics     RoE    Southern      UK
                                                   East                         Europe

  Q3 2018 Aggregate Deal Value    Q3 2019 Aggregate Deal Value   Q3 2018 Deal Count   Q3 2019 Deal Count     Q3 2018 Aggregate Deal Value    Q3 2019 Aggregate Deal Value   Q3 2018 Deal Count   Q3 2019 Deal Count

                                                                                                                                                                                                                15
For illustrative purposes only. Source: S&P Global Market Intelligence. As of June 31, 2019
Data Pack
EMEA Private Equity Market Snapshot – Data Pack

Footnotes
 1. The exit transaction aggregates have been calculated after removing the following deal to avoid overestimating the trend: Walmart Inc. (NYSE:WMT) completed the
 acquisition of 77% stake in Flipkart Private Limited for 13.5bn EUR from a group of sellers on August 18, 2018. Retrieved from
 https://www.capitaliq.com/CIQDotNet/Transactions/TransactionDetail.aspx?transactionId=563483103&companyId=309452892

Multiples Table EMEA

                       Implied Enterprise Value/EBITDA                       EMEA PE exits 01/07/2018 - 30/09/2019      EMEA all M&A 01/07/2018 - 30/09/2019
                Communication Services                                                                           16.1                                      12.3
                Consumer Discretionary                                                                           12.0                                      11.0
                Consumer Staples                                                                                 6.3                                       11.9
                Energy                                                                                            8.2                                       8.6
                Financials                                                                                       13.1                                      10.7
                Health Care                                                                                      13.5                                      13.5
                Industrials                                                                                      11.6                                       9.5
                Information Technology                                                                           12.9                                      12.6
                Materials                                                                                        10.3                                       9.1
                Real Estate                                                                                      33.4                                      22.3
                Utilities                                                                                        12.3                                      11.0

                    Implied Equity Value/LTM Net Income                      EMEA PE exits 01/07/2018 - 30/09/2019      EMEA all M&A 01/07/2018 - 30/09/2019
                Communication Services                                                                           34.0                                      27.5
                Consumer Discretionary                                                                           20.5                                      17.8
                Consumer Staples                                                                                 7.0                                       15.7
                Energy                                                                                           15.4                                      17.1
                Financials                                                                                       21.6                                      15.0
                Health Care                                                                                      28.3                                      20.4
                Industrials                                                                                      14.7                                      14.3
                Information Technology                                                                           32.8                                      20.2
                Materials                                                                                         8.4                                      15.5
                Real Estate                                                                                       7.4                                      12.5
                Utilities                                                                                        36.9                                      24.4

 •   Multiples highlighted in bold & italics represent the sector average over a 2 year time horizon in order to provide a more comprehensive sector average
 •   Colour legend can be defined as "RED" representing the lowest multiple and "GREEN" representing the highest multiple observed across industry sectors,
     deal structures and multiple types during the period mentioned.
                                                                                                                                                                  16
For illustrative purposes only. Source: S&P Global Market Intelligence. As of June 31, 2019
EMEA Private Equity Market Snapshot – Contact us

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