Professional Documents
Culture Documents
US PE
Middle Market
2017 Annual
Excellence is a repeatable pattern
Every company in a portfolio is unique. But look again. One of the things that makes them
successful is a shared pattern—financial structure, operational efficiency, smart use of capital,
opportunities identified. With services from audit to consulting, Deloitte can help advise private
equity investors as they create that pattern and replicate it across their portfolios.
See our services for private equity investors and portfolio companies
at deloitte.com/us/privateequity.
Exits 12 Methodology
Click here for the methodologies
underlying all of PitchBook’s
Secondary buyouts outpace strategic acquisitions reports.
Fundraising 14
Intro Letter
Wins in Washington
bode well for deal flow
This year promises to be another strong one for PE, as PitchBook’s 2018 PE Crystal Ball Report illustrates. That’s likely due in part
to the landmark tax reform package passed at the end of 2017. As the voice of the middle market, ACG Global is pleased that
many key provisions for its members were maintained in the bill, but that doesn’t mean our work is finished. Having joined the
association as president and CEO in December, I look forward to continuing ACG’s work to advance the interests of the middle
market.
Midsize businesses and investors will undoubtedly benefit from the tax bill’s reduced corporate rate, the preservation of partial
interest deductibility, favorable tax treatment of pass-through entities, and full and immediate business expensing.
To build on these accomplishments in 2018, ACG is ramping up its efforts to attract new members to the Congressional
Caucus for Middle Market Growth, a bipartisan group of lawmakers dedicated to helping American midsize companies remain
competitive. GrowthEconomy.org, a project that draws from PitchBook’s data and a database maintained by researchers at
the University of Wisconsin-Extension, shows the impact of private capital on jobs and sales growth at national, state and
congressional district levels, enabling citizens and lawmakers to see how investment-friendly policies yield economic benefits.
On the regulatory front, ACG is prioritizing the issue of broker-dealer registration. Through its Private Equity Regulatory
Task Force, or PERT, the association will continue its dialogue with leaders of the Securities and Exchange Commission
to appropriately tailor the reporting requirements placed on middle-market PE investors. PERT last year released its
groundbreaking PE Regulatory and Compliance Principles, which it will continue to update to keep firms apprised of best
practices for SEC compliance.
We expect our legislative and regulatory efforts will have a positive impact on fostering deal flow, as will ACG Global’s signature
networking and education events—InterGrowth and EuroGrowth.
Held this year in San Diego on May 2-4, InterGrowth will bring together more than 2,000 deal-makers, a group that represents
two-thirds of U.S. PE deals, according to PitchBook. For those engaged in cross-border M&A, ACG’s EuroGrowth conference
presents an opportunity to network with deal professionals from across the world and to hear from global business leaders in
Amsterdam on June 19-20.
I wish you all a strong year for deal flow, and I look forward to seeing many of you at our events in the coming months.
Pat Morris
President & CEO
ACG Global
This intro letter represents the authors’ views only and doesn’t necessarily represent the views of PitchBook.
4 P I TC H B O O K 2017 A N N UA L U S P E M I D D L E M A R K E T R E P O R T
Powerful Partnerships
Private equity sponsors choose Madison Capital Funding for the relationships we build—and keep. We have
invested $28.1 billion of net funded commitments in over 1,050 transactions with over 285 different private equity
sponsors across multiple industries.
Joint Lead Arranger and Joint Lead Arranger and Administrative Agent and Joint Lead Arranger and Sole Lead Arranger and
Syndication Agent Syndication Agent Syndication Agent Administrative Agent Administrative Agent
Add-on Acquisition Control Recapitalization Leveraged Buyout Leveraged Buyout Leveraged Buyout
January 2018 January 2018 January 2018 January 2018 January 2018
Joint Lead Arranger Sole Lead Arranger and Sole Lead Arranger and Joint Lead Arranger and Joint Lead Arranger and
Administrative Agent Administrative Agent Administrative Agent Administrative Agent
Leveraged Buyout Leveraged Management Recapitalization Add-on Acquisition Leveraged Buyout
Buyout
January 2018 January 2018 December 2017 December 2017 December 2017
Joint Lead Arranger and Joint Lead Arranger and Sole Lead Arranger and Administrative Agent Sole Lead Arranger and
Co-Bookrunner Co-Bookrunner Administrative Agent Administrative Agent
Growth Capital Leveraged Buyout Senior Credit Facility Recapitalization Recapitalization
Dividend Recapitalization
December 2017 December 2017 December 2017 December 2017 December 2017
Aerospace & Defense | Consumer Products | Distribution | Healthcare | Insurance/Financial Services | Manufacturing Services | Technology Services
Madison Capital Funding LLC is a subsidiary of New York Life Insurance Company. ©2018 Madison Capital Funding LLC. All rights reserved. The loans discussed do not represent an account’s entire
portfolio and in the aggregate, may represent only a small percentage of an account’s portfolio holdings. A complete list of all holdings is available upon request; please contact media@mcfllc.com. It
should not be assumed that recommendations made in the future will be profitable or will equal the performance of the loans mentioned herein. MCF-1764163
Co-sponsored by
Overview
$272
$164
$183
$202
$237
$231
$326
$307
$284
$312
$75
6 P I TC H B O O K 2017 A N N UA L U S P E M I D D L E M A R K E T R E P O R T
Co-sponsored by
OVE RVI E W
$100 700
$90
600
$80
$70 500
$60 400
$50
$40 300
$30 200
$20
100
$36.6
$40.6
$40.7
$65.1
$49.4
$51.7
$48.5
$52.0
$52.1
$52.8
$52.1
$80.1
$52.4
$48.1
$60.7
$69.8
$85.1
$72.5
$85.4
$82.9
$71.7
$76.9
$77.9
$80.2
$67.9
$75.2
$68.8
$71.8
$86.7
$77.7
$78.3
$69.2
$10
$0 0
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q
2010 2011 2012 2013 2014 2015 2016 2017
Deal Value ($B) Es�mated Deal Value ($B) # of Deals Closed # of Es�mated Deals Closed
Source: PitchBook
5.2x
4.5x
7.0x
3.9x
4.1x
5.6x
5.5x
5.4x
5.3x
5.2x
5.1x
5.0x
4.7x
4.3x
3.5x
7 P I TC H B O O K 2017 A N N UA L U S P E M I D D L E M A R K E T R E P O R T
Co-sponsored by
OVE RVI E W
2,500 $350
Materials &
Resources $300 Materials &
2,000 Resources
IT
$250 IT
Healthcare
1,500 Healthcare
$200
Financial
Financial
Services
$150 Services
1,000
Energy Energy
$100
B2C B2C
500
B2B $50 B2B
0 $0
2010 2011 2012 2013 2014 2015 2016 2017 2010 2011 2012 2013 2014 2015 2016 2017
Source: PitchBook Source: PitchBook
Madison Capital, founded in 2001, is a premier finance company focused exclusively on the corporate financing needs of middle-market
PE firms. Private equity sponsors choose Madison Capital Funding for the relationships we build—and keep. We have invested $27 billion
of net funded commitments in over 1,020 transactions with over 275 different private equity sponsors across multiple industries.
8 P I TC H B O O K 2017 A N N UA L U S P E M I D D L E M A R K E T R E P O R T
Co-sponsored
Co-sponsored by
by
Spotlight
Add-ons have become a preferred
modus operandi in the US middle market
The majority of acquisitions in the
MM in recent years has been add-ons
to existing companies in PE firms’
portfolios, with these deals constituting
Add-ons remain popular
at least 50% of MM PE deal flow since
2013. This proportion peaked at 59%
throughout middle market
in 2015 during the global M&A boom
US PE middle-market add-on activity
and has since trended downward to
55% in 2017 but is likely to remain the 1,325
dominant proportion of MM buyouts. 1,283 1,289
Deal Value 1,223
Add-ons serve as a way for PE
firms to boost revenue and earnings # of Deals Closed
growth in a low-growth environment.
953
946
Furthermore, previous research found
that add-on deals generally transact 733
769
at lower multiples than platform
companies. As such, in this elevated 617
562 572
pricing environment, add-ons provide
a means of averaging down the overall
acquisition multiple a PE firm’s total
cost for a platform companies. Given
these dynamics, it is likely add-ons will 313
$114.6
$174.4
$144.6
$145.1
$165.4
$76.0
$83.4
$99.8
$93.8
$64.2
$22.3
This is another trend towards the 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
institutionalization of the private Source: PitchBook
53%
are owned by institutional capital.
As PE activity continues to grow, it Add-ons have consistently
is increasingly important for small to represented the majority
medium-sized business owners to of US PE middle market deal of middle-market deal
understand the changing nature of the value was accounted for by
competitive landscape. add-ons in 2017
flow for five consecutive
years
9 P I TC H B O O K 2017 A N N UA L U S P E M I D D L E M A R K E T R E P O R T
Co-sponsored by
Deloitte
Revenue recognition & PE:
Why should you care?
For PE portfolio companies, the new the transfer of promised goods or Post-transaction considerations
revenue recognition standards issued services in an amount that reflects the
Management compensation,
by the Financial Accounting Standards consideration the entity expects to be
performance bonuses, and incentive
Board (FASB) and the International entitled to in exchange for those goods
compensation. By evaluating existing
Accounting Standards Board (IASB) or services.
compensation plans, you can
could change several key financial
To implement the standard, public and determine whether the plans require
metrics and ratios, including revenue
private companies alike have been modification to align accounting
and EBITDA. But it’s also likely to
completely re-evaluating how they treatment and goals while still
have broader implications—for
account for revenue. This is arguably incentivizing employees.
example, in M&A transactions, there
the most profound new compliance
may be impacts pre-transaction, Debt covenants. It will be important
change to affect corporate finance
post-transaction, and with ongoing to monitor existing debt covenants to
since the Sarbanes-Oxley Act of
fair value measurements. Corporate prevent violations stemming from any
2002. Implementation may require
processes, controls and IT systems potential accounting changes.
considerable efforts to understand
will likely feel the effects, too. The
the accounting issues and the broader Taxes. You will need to assess how
combined impact makes this a serious
implications for processes, controls, changes in the timing of revenue
topic for consideration by private
and systems. So, if you think this recognition versus cash receipts
equity investors.
doesn’t affect your PE portfolio potentially impact recognition of tax
But first… companies, think again. expenses, benefits, and deferrals as
well as state apportionment factors,
A little background is in order. In Pre-transaction considerations
sales and property taxes, and transfer
2014, after 12 years of work, the FASB
New investment due diligence. You’ll pricing.
and IASB issued new standards for
want to assess how prepared the
recognizing revenue from contracts Ongoing portfolio company fair value
potential portfolio company is for
with customers. Contained in FASB’s measurement
the accounting change, potential
Accounting Standard Codification
impacts to the company’s cash-flow The adoption of ASC 606 or IFRS 15
(ASC) 606 and IASB’s International
projections, and costs and resources is likely to have considerable effect
Financial Reporting Standard (IFRS)
needed to implement the standard. on key valuation inputs and operating
15, the guidelines take effect for
If new financing arrangements are metrics of portfolio companies,
public companies in 2018 and private
contemplated, it would be prudent to including:
companies in 2019. The goal was
consider impacts on financial metrics
to create a single, comprehensive • Consistency of historical financial
before negotiating debt covenants.
revenue recognition model across metrics, such as revenue and EBITDA
all industries and capital markets. Exit strategies. The standard could
• Impact of implementation on peer
ASC 606 and IFRS 15 achieve that result in potential changes to pricing
company financial metrics used in a
goal by focusing on a core principle and market strategy of the portfolio
market approach valuation model – for
to recognize revenue to depict company.
10 P I TC H B O O K 2017 A N N UA L U S P E M I D D L E M A R K E T R E P O R T
Co-sponsored by
example, guideline public company effect adjustment at beginning of Because of changes to these inputs,
(GPC) or guideline transaction method period ASC 606 and IFRS 15 may have a
(GTM). variety of positive and potentially
• Alignment of entry multiple pre- and
negative impacts on the overall
• Consideration of the timing of when post-adoption of ASC 606 or IFRS 15
valuation of a portfolio company. Each
peer companies adopt ASC 606 or
• Impact on portfolio company cash- portfolio company, and each customer
IFRS 15, as well as the method of
flow projections contract, may need to be evaluated to
adoption — i.e., retrospective vs.
assess the impact on the valuation.
modified retrospective with cumulative • Adjustments to valuation models to
account for the items noted above
For more information
To learn more about ASC 606 or IFRS 15 and its implementation in portfolio companies, please contact:
Tim Munday With more than 27 years of public and private investment management audit and accounting
Audit & Assurance experience, Tim specializes in providing services to asset management companies for the
Partner Audit & Assurance practice of Deloitte & Touche LLP. Tim is the national managing partner for
National Private Equity
Leader
the Private Equity Portfolio Company practice, providing services committed to supporting
Deloitte & Touche LLP private equity enterprises and portfolios with distinction. As Deloitte’s West Coast Regional
tmundy@deloitte.com leader of the Investment Management Services Group, Tim is responsible for the coordination
(415)783-5111 and oversight of the regional practice serving asset managers and their products, including
mutual funds, and alternative investments, such as hedge funds, PE/VC funds.
Frank Fumai Frank is an Audit & Assurance partner for Deloitte & Touche LLP in the Financial Services
Audit & Assurance practice and is also the National Audit & Assurance leader for Deloitte’s Private Equity
Partner practice. During his 21-year career, Frank has served a diverse range of clients, including
Deloitte & Touche LLP
ffumai@deloitte.com
private equity firms, publicly-traded companies, registered investment advisors, registered
(516)918-7873 broker dealer entities, and other investment funds.
Mindy Dominek Mindy is an audit Director in the West Coast Investment Management group with over
Audit & Assurance 19 years of experience. Mindy has served large public and private clients in the asset
Managing Directorr management, banking and securities industries. Mindy has extensive experience auditing
Deloitte & Touche LLP
mdominek@deloitte.com
investment funds, including mutual funds, hedge funds, fund of funds, private equity funds
(619)237-6695 and venture capital funds. In addition to financial statement audits, Mindy also has experience
with readiness and examinations of internal controls over financial reporting under Sarbanes-
Oxley 404, service auditor reports for broker-dealers and investment fund administration,
and custody (SSAE16 Reports).
This publication contains general information only and Deloitte is not, by means of this publication, rendering accounting, business, financial, investment, legal,
tax, or other professional advice or services. This publication is not a substitute for such professional advice or services, nor should it be used as a basis for any
decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified
professional advisor.
Deloitte shall not be responsible for any loss sustained by any person who relies on this publication.
About Deloitte
Our Audit & Assurance services help a multi-trillion dollar capital markets system function with greater confidence. An audit is more than an obligation—it’s a
powerful lens for illuminating the current state of an enterprise, providing insight that can inform future aspirations.
Offering superior client service and an understanding of the industry, Deloitte provides services tailored for private equity investors (PEIs) and portfolio
companies.
With private equity investments on the rise, many private equity investors are placing a higher focus on managing risk and improving operational efficiency at
their portfolio companies.
The Deloitte Private Equity Portfolio Company program provides services to PEIs and their portfolio companies through a collective relationship approach and
serves the portfolio companies at each PEI with consistency and quality.
We understand that one business solution doesn’t fit all. Each PEI and its portfolio companies have needs and issues that are unique to its business sector and
stage of maturity. As we serve you, we bring in industry and sector knowledgeable professionals. Quality is our top priority; our approach to client service
focuses on serving growing companies that may be in transition, and a commitment to the private equity community.
11 P I TC H B O O K 2017 A N N UA L U S P E M I D D L E M A R K E T R E P O R T
Co-sponsored by
Exits
SBOs outpace strategic The decline in exits is
primarily due to diminishing
acquisitions M&A
US middle market exits (#) by type
1,200
1,000
A slowdown in strategic acquisitions company inventory continues to age
had ramifications for the PE exit and grow. Despite sliding exit activity,
800
market in 2017. PE firms exited $89.8 median hold times continued to fall
billion in value across 934 MM exits from their post-financial-crisis high of 600
in 2017, YoY decreases of 11% and 5.7 years in 2014, when PE firms were
6%, respectively. While strong on a forced to hold portfolio companies 400
longer-term historical basis, corporate acquired at elevated multiples until
acquisitions of MM PE-backed market dynamics recovered. 200
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
421 PE-sponsored MM companies,
accounting for $49.0 billion in value. Corporate Acquisi�on IPO Secondary Buyout
286
$117.8
$107.2
$81.3
$89.8
$75.6
$89.3
$67.5
$41.5
$25.0
$72.5
$68.0
$83.1
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
12 P I TC H B O O K 2017 A N N UA L U S P E M I D D L E M A R K E T R E P O R T
Co-sponsored by
E XITS
40%
37%
$14.7B
30% exit value of PE-held
technology portfolio
20% companies in 2017
10%
0%
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Source: PitchBook
$40 350
Exit Value ($B)
$35 300
# of Exits
$30
250
$25
200
$20
150
$15
100
$10
50
$11.7
$17.7
$18.1
$25.0
$21.2
$23.1
$22.0
$14.8
$20.8
$18.4
$35.3
$10.7
$13.6
$17.9
$25.4
$24.1
$30.6
$31.9
$31.2
$21.3
$30.6
$24.8
$30.4
$15.5
$20.5
$21.8
$23.4
$20.8
$26.1
$21.9
$21.0
$5
$9.3
$0 0
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q
2010 2011 2012 2013 2014 2015 2016 2017
Source: PitchBook
13 P I TC H B O O K 2017 A N N UA L U S P E M I D D L E M A R K E T R E P O R T
Co-sponsored by
Fundraising
$120B+ raised Fundraising totals decline
for fourth despite uptick in fund sizes
consecutive year US PE middle market fundraising
$123.7
$120.2
$106.0
$142.6
$125.1
$126.5
$121.9
$76.8
$52.0
$90.7
$89.2
Two data points signify the fundraising Small funds continue to fall from favor
fervor that has failed to slow over
US PE middle market fundraising (#) by size
the last few years. First, median MM
buyout fund size rose to $413.5 million,
100%
an 18% increase since 2013. Second,
the median time to close a MM PE 90%
fund dropped from 15.0 months to 80%
7.5 months from 2016 to 2017, a 50% 70%
YoY decrease and the fastest time
to close recorded in the dataset. 60%
This enthusiasm for the asset class 50%
is unsurprising given PE’s historical 40%
outperformance of public equities,
30%
proposed diversification benefits
of alternatives, and the low-growth 20%
environment that has pushed a greater 10%
proportion of LPs into a search for
0%
higher yield. 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
$100M-$250M $250M-$500M $500M-$1B $1B-$5B
14
Source: PitchBook
P I TC H B O O K 2017 A N N UA L U S P E M I D D L E M A R K E T R E P O R T
Co-sponsored by
Fundraising
$60 70
Capital Raised ($B)
50
$40
40
$30
30
$20
20
$10 10
$15.7
$13.4
$17.4
$33.9
$21.3
$17.8
$17.7
$25.2
$24.5
$22.4
$17.1
$27.8
$33.3
$27.1
$17.8
$48.9
$37.6
$28.4
$27.7
$35.0
$37.3
$29.5
$23.3
$26.3
$30.9
$28.5
$40.7
$38.6
$21.0
$21.4
$41.0
$0 0
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q
2010 2011 2012 2013 2014 2015 2016 2017
Source: PitchBook
Source: PitchBook
15 P I TC H B O O K 2017 A N N UA L U S P E M I D D L E M A R K E T R E P O R T
COPYRIGHT © 2018 by PitchBook Data, Inc. All rights reserved. No part of this publication may be reproduced
in any form or by any means—graphic, electronic, or mechanical, including photocopying, recording, taping,
and information storage and retrieval systems—without the express written permission of PitchBook Data,
Inc. Contents are based on information from sources believed to be reliable, but accuracy and completeness
cannot be guaranteed. Nothing herein should be construed as any past, current or future recommendation to
buy or sell any security or an offer to sell, or a solicitation of an offer to buy any security. This material does
not purport to contain all of the information that a prospective investor may wish to consider and is not to be
relied upon as such or used in substitution for the exercise of independent judgment.