China Private Equity

Houlihan Lokey Founding Partner James Zukin Sets His Sights on China

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I had the good fortune, while in LA, to have lunch recently with James Zukin. Jim is one of the name partners of the premier middle-market investment bank in the US, Houlihan Lokey Howard & Zukin. Jim and his partners were so far ahead of the curve, in spotting market opportunities, that they had to wait years for the curve even to appear behind them.

Over lunch, Jim explained how the firm stayed clear of Wall Street, both literally and figuratively, locating its headquarters in Los Angeles, and making the astute strategic decision to build a highly-focused and well-differentiated fee-based investment banking franchise, rather than an “all-purpose financial supermarket” that mixes advisory work with proprietary trading, market-making and IPO underwriting. We all know now how that supermarket model holds up over a full cycle: it doesn’t. The biggest of that breed, Merrill Lynch, sold out to Bank of America, and two other titans, Bear Sterns and Lehman Brothers, are both kaput.

Meantime, Houlihan Lokey (“HL”) has built and sustained a very successful business based first on providing fairness opinions and other valuation work, and then built up its lucrative practice advising on restructuring and M&A, and doing private placements. Even in dire financial times like now, HL continues to perform, doing solid, high-quality work a range of middle-market and SMB clients. HL again ranked as the number one firm in M&A advisory work in 2008 in deals of $2 billion or less, beating out Credit Suisse, Goldman Sachs, and others.

The race is won by the smart and focused, not the “supermarketized”.

Jim Zukin, no surprise, is the embodiment of the strategic qualities that have made his firm a consistent, anomalous success. A self-described “outsider”, he is by turns smart, charming, witty and modest. (Like me, he also likes a good burger.)

We met to talk about China, where Jim has personally spearheaded HL’s activities over the last few years, traveling back and forth frequently from LA, and opening offices in Beijing and Hong Kong. He speaks with palpable joy when discussing his visits to China. His workload at home in the US means fewer trips to China now, but he still refers to China, with heartfelt passion, as his “mistress.” It’s a description I’ve now shamelessly lifted from him, to describe my own long-term, requited love affair with China.

Jim Zukin is the one remaining “name partner” of Houlihan Lokey Howard & Zukin. He remains the chairman of Houlihan Lokey Asia. That’s a concrete sign of the company’s commitment to build a dynamic and durable business there.

HL has built a solid platform for growth in China. Its areas of expertise – and entrepreneurial outlook – position it well there. I know from my own experience that there is a sizable opportunity, to cite one example, to provide financial opinion, M&A and restructuring advisory work to the leading international PE firms active in China.

I have every reason to expect HL to succeed in China, with the same sort of approach that has worked so well for the firm in the US. How do they do it? Simple: Don’t run with the herd. Run with a better map.

A New Year of Challenges and Opportunities in China’ Private Equity Industry

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Looking purely at the economic news from China of late, this has not been the happiest of Chinese New Years. The Chinese government is estimating that 16% of the huge migrant labor force of 200 million will have no job to return to after the New Year.  Factories are continuing to close, or cut employment, across the country. Guangdong province, where China First Capital has its base in China, is particularly hard hit, because it’s still the primary production base for much of China’s better private factories. While factories are being moved out of Guangdong to less expensive, inland locations like Jiangxi, overall industrial employment in factories in Guangdong is still huge, and hugely reliant on migrant labor. There’s no solid date, but ten million or more workers may have lost their jobs in Guangdong over the last six months. 

The picture is no less bleak in terms of projections for corporate profits in China in 2009. Larger companies are reporting profit falls of over 50% in 2008, and forecasting even worse results this year. This matters crucially in China. Over 40% of total economic output is generated by business investment. This, in turn,  is intimately tied to corporate profits, since most of that business investment is financed out of retained profits. According to a recent report in the Wall Street Journal, “official statistics show that 63% of investment in China last year was financed by what are called “internally generated” funds, which include retained profits. That’s up from just below 50% a decade ago.” 

In other words, as corporate profits decline, they take Chinese GDP growth with them. This falling economic output, in turn, influences consumer sentiment, and so takes personal spending down with it. 

Good economic news is a scarce commodity this Chinese New Year. But, I see one bright glimmer of hope here. Chinese companies have been excessively reliant on retained earnings and expensive bank debt to finance their growth, rather than equity capital. The difficult economic environment, in China and indeed worldwide, provides a good opportunity for better Chinese companies to reorient their method of financing capital investment and growth. It’s the right time to take on equity capital, and use it as a platform to continue to invest and grow, even if corporate profits are in cyclical decline. 

The Chinese companies that can raise equity finance will enjoy a significant financial advantage over competitors, and so be able to gain market share. Adding equity finance lets a company both lower its overall cost of capital, and also increase the amount of capital it can put to work in its business. Both of these factors equate to a very real competitive advantage. 

Equity investors, principally PE firms, will need to change their orientation as well. The opportunities to do shorter-term “pre-IPO” financing are far fewer than they were, because stock market valuations are way down and IPO activity has slowed to a crawl. So, the simple arbitrage of a PE firm buying into a Chinese company at a valuation, say, of 10x and selling out 18 months later in an IPO at 20x are gone. 

Instead, PE investors in China need to think more like value investors, and less like arbitrageurs. This means looking for opportunities to deploy capital into good businesses offering high rates of return on that invested capital. Equity investment is then used to expand output, lower unit costs, gain market share, and so expand both profits and profit margins. Build profits and valuation will take care of itself. If a Chinese company can put equity capital to work well, and accelerate profits in 2009 and beyond, that business will be worth a lot more money when the IPO market revives than if it simply cut back on investing to ride out the bad times. 

This year is going to be difficult, challenging, but also potentially highly rewarding for all of us participating in the financing of private companies in China. It’s a year when good companies should be able to get even better. And smart-money PE firms will make far more, over the medium-term, than fast-money valuation arbitrageurs ever did. 

 

Distressing Times — China’s Weak PE Firms Look to Sell Out

Ming Dynasty Ivory Luohan

 

Look up. Those are vultures circling over China’s Private Equity market. The vultures, in this case, are distress investors, including AIG and GE Capital. They have quietly begun shopping for the investment portfolios of hard-up private equity and venture capital firms who spent the last three to five years investing in China. The price they are offering: as little as five to ten cents on the dollar. In other words, a PE fund that invested $100mn in Chinese private companies could liquidate those investments for as little as $10mn in cash.

Who would be crazy enough to sell at that price?

Good question. It’s hard to see why any PE or VC fund would want out at that sort of price. After all, their investors (aka LPs) are locked in for the long haul, about 7-10 years on average. This is the signal difference PE and VC firms enjoy compared to hedge funds, whose investors usually can redeem either quarterly or annually. A PE or VC fund has better balance of assets and liabilities: its illiquid investments are matched by liabilities to its investors that are similarly long-term. 

This means a PE or VC firm can ride out any market turbulence, even one as severe as what we’re experiencing now. China’s stock markets are off 60% over the last 12 months, and IPO activity (the usual exit route for PE and VC investments in China) has all but dried up.   

And yet, you can be sure there are PE and VC firms that will sell out in coming months to distress investors. Why? It’s not because these funds will be legally or contractually or even morally obliged to sell. It’s more a matter of confidence – or lack thereof. While LPs can’t withdraw their money, they can make life very tough for PE or VC partners whose investments are in deep trouble. 

Another reason, PE or VC partners don’t much like the prospect of nursing investments for many years, during a difficult period, with no strong likelihood of a successful exit. VC and PE partners like to say they’re long-term investors. But, the reality is, they like to get in and out within two to three years, collect their share of profits, use this success as a selling point to raise more money from which they can collect even higher management fees. And so the wheel spins. At least in good times. 

Well, the good times are over. 

I’ve run a VC firm through the last down-cycle following the crash of the internet bubble in 2000. It takes a different kind of mindset than that of many PE and VC investors, especially ones who had a relatively easy time during the boom years, when some very mediocre companies can achieve successful exits. 

China’s PE market today is quite reminiscent of Silicon Valley venture capital after the 2000 crash. A lot of Silicon Valley VC firms (generally those with the weakest ability to make winning investments) sold out to distress investors back then. A similar pattern is emerging in China – the weakest will perish.   

The good firms know how to keep the vultures at bay. They are the ones who know how to manage in lean times, and how to work harder, faster and smarter with their portfolio companies to improve operations and cash flow. 

 

Home Is Where the Money Is: China Focuses on its Domestic Economy

It was President Richard Nixon who somewhat infamously remarked, “We’re all Keynesians now” in 1971, just about the time he launched a series of disastrous economic policies, including wage and price controls. This was right before Nixon’s fabled trip to China. 

Nixon is, of course, long gone, and a lot of Keynesianism theory has been discredited. But, China recently introduced its own brand of Keynesian-style economic stimulus package, totaling almost $600 billion. The purpose is to shore up the slowing Chinese economy, by increasing government spending by something like 15% of current annual gdp. That’s a very big chunk of change. 

Most of the money is meant to go towards infrastructure and poverty alleviation programs. It should help shield China’s economy from some of the ill effects likely to come from a recession in the US and Europe  – which for China, will mean slowing growth, if not an actual decline,  in exports and direct investment. 

The $600 billion stimulus package is an important sign of a larger change now underway in China’s economy. The huge domestic market, rather than exports, will be the main engine of growth from here on. This, in turn, bolsters the most compelling investment case for private equity investors in China.

The best investment opportunities will be those companies that have the products, services and potential to dominate in China’s domestic market. How to find these companies? The ideal businesses are those that already established themselves as high-quality producers for export markets, and are now turning their primary focus to the home market.  These companies already built manufacturing expertise and scale through exports. Ideally, they also continued to upgrade their OEM production to serve good global brands with higher-priced products, rather than as simply a low-cost, low-value producer.

An interesting comparison: this is the opposite of the strategy many of the best Japanese companies followed: they first achieved dominance in the very-competitive Japanese domestic market, then, battle-hardened, set out to conquer the world. Great examples of this are Toyota, Honda, Sony, Matsushita, Takeda Chemicals, Canon, Kao.

The Chinese approach is different, but no less powerful. Good Chinese companies have already mastered, through their OEM business, short product cycles and the importance of anticipating changing consumer taste.  Both are central to success in China’s domestic market as well.

At China First Capital, we’re fortunate to work with one client, Harson, that exhibits all the best characteristics of a Chinese business now building a dominant position in China’s domestic market. Harson began as an OEM manufacturer, and continually upgraded its manufacturing and product design to serve some of the best international brand names in its industry. Under its very able and far-sighted chairman, Harson then began, almost five years ago, to use that foundation to build its own domestic brand business in China.  That domestic business is now thriving, and moving forward, should account for over 60% of Harson’s projected $300mn in total revenues within two years.  

There will be no faster-growing large market in the world than China’s domestic market. The Chinese government will play a role, by spending on improving education and infrastructure. But, the great entrepreneurs, like Harson’s, will do even more to remake China over the next two decades and beyond by selling Chinese more of what they want and crave. 


Fraud in Private Equity Investing in China

A partnership at a successful Private Equity firm is one of the most rewarding, interesting, reputation-enhancing and lucrative jobs available anywhere. But, it’s not without its perils.

 

This was brought home rather dramatically recently. A partner I know at a China-based PE firm (one of the best, incidentally) recently found out that one of the companies he recently invested in may, in fact, be fraudulent. I didn’t ask for the details, and they weren’t volunteered. I offered my commiserations, and expressed my hope that everything would work out satisfactorily for him and his firm.  

 

This is not an isolated instance. Just recently, the four directors representing foreign investors’ interests in a Shenzhen-based credit company called Credit Orienwise Group, resigned from their directorships following the disappearance of its chairman, Zhang Kaiyong, in early September. Facts are still hard to come by, and may never become widely known. Credit Orienwise is a private company, and the investors are also under no obligation to disclose to the public just how much money has been lost in this fraud.  

 

On paper, Credit Orienwise looked to be a good company. It bills itself as one of the largest private credit guarantee companies and lenders to small and medium enterprises in Southern China.  

 

But, it now looks certain that some of the most experienced and well-managed PE investors in the world may have been defrauded.  

 

Credit Orienwise had received more than US$63 million from four of the largest and most experienced PE investors operating in Asia: the Asian Development Bank, GE Capital Equity Investments Ltd., Citigroup Venture Capital International and The Carlyle Group. It’s hard to find a business in China with a more gold-plated group of investors. Could it really be possible that all four failed in their DD to uncover any actionable evidence, or strong suspicions that would have steered them away from making the investment? And then, once having done so, where was the corporate governance?  

 

This looks to be a failure by investors of very dramatic proportions.  

 

Of course, investors – even the best – sometimes lose money. I recall someone once asking Warren Buffett for his worst investment decision. He smiled and said, “How much time do you have?”  

 

Markets change quickly.A management group can pursue a flawed strategy or fail to execute efficiently. All these “operational risks” are present, to some extent, in any investment. But, the risk of being defrauded is something else. It’s precisely the one risk that’s meant to be neutralized through effective DD and deal structure.  

 

It’s likely over 20 senior professionals – from PE firm partners to accountants and lawyers – were directly involved in the Credit Orienwise DD. Could all of them been swindled by Credit Orienwise’s Mr. Zhang? Perhaps. But, one thing is sure: those closely involved with this deal will never–should never — recover from this stain on their careers.  

 

Is investment fraud more widespread in China?  Circumstantial evidence might suggest so. It’s probably the biggest career threat to a PE and VC investor working in China. 

 

In my own experience as a VC, I’ve not had personal experience with an investment that turned out to involve fraud. I suspect this is true of most VCs and PEs. Fraud is rare, just because it is usually fairly easy to detect ahead of time – if not in the DD materials, than in the comments and character of the company’s leadership. 

 

 

Greed and prudence are the two core principles that guide the actions of a VC or PE investor. Which of these is the most important? As stories like this one involving Credit Orienwise suggest, it’s better for the PE or VC investor, especially in China, to let prudence be the final arbiter. 

Good article on improving the flow of bank lending to China’s strongest SMEs

This is the right approach to direct greater bank lending to China’s best and most credit-worthy small businesses. A more efficient loan market will improve the overall returns for private equity investors, as it will lower the cost of capital, during early phases of growth, for the best SMEs. 

 

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China’s Monetary Paradox

China yesterday did what many economists expected it to, and cut both the lending rate and the reserve requirement on banks. The move is intended to serve as a classic monetary stimulus as China faces its biggest economic test since 1978. But a different, paradoxical, strategy might be better: a stimulative tightening.

On the face of it, China’s problems don’t look all that unusual in the region. Real export growth has slowed to around 10%, although the turmoil overseas suggests this is about to get much worse. The bigger problem is the domestic real estate market, the other main driver of Chinese growth, with sales contracting more than 50% in recent months. China is at risk of its first real simultaneous downturn in external and domestic demand growth since 1996.

The solution in a normal economy would be an interest rate cut. Indeed, Beijing yesterday cut the lending rate to 6.9% while also reducing bank reserve requirements by 0.5 percentage points (exact requirements vary by bank size), both moves intended to boost liquidity. The underlying structural cause of these economic problems is unique to China, however. Despite 30 years of economic reform, the most important price in the economy — the price of money — is still controlled.

The undervaluation of the yuan, which can be inferred from the tremendous build-up of foreign exchange reserves, has sparked overseas calls for revaluation. Beijing has responded, allowing the yuan to appreciate 8% or so this year. That rise has only encouraged further inflows, however, so Beijing has held interest rates low to avoid exacerbating the inflow problem. Combined, these policies are the classic recipe for a bubble. The liquidity inflow creates an excess supply of money, and low nominal interest rates — 7.2% at the moment, well below nominal GDP growth of 20% — create the excess demand.

Beijing’s response has been to cap loan growth through regulation. Banks have been ordered not to lend, instructions which in particular this year have been backed up with sterilization, the government’s soaking up of excess yuan. Bank lending growth is now around 15% a year. That’s a big number in absolute terms, but not in the context of China’s rapid growth. The stock of outstanding credit has fallen relative to the size of the economy, closing in on 100% of GDP now from 125% of GDP in 2003. In the same period credit in the U.S. has ballooned to almost 180% of GDP — not even including the liabilities of the super-leveraged financial sector.

At first blush it looks like China’s banking straightjacket has protected the banks from themselves and the economy from the banks, in contrast to events elsewhere. The problem is that these policies are preventing banks from developing the risk management and other skills needed to make them self-supporting commercial institutions.

It is the government that decides how much lending occurs. Within what are effectively credit quotas it would in theory make sense for the banks to lend to companies that have the best ability to repay. In practice, though, there is little value in being too choosy. Banks can fulfil their quota with profitable firms by lending to pretty much any company that walks into the bank on Jan. 1 each year. In this environment, it is likely that the banks lend almost exclusively to the customers they are most familiar with.

One consequence is that smaller start-ups in the private sector find it harder to get credit, despite relatively low interest rates. This is why it is so important for Beijing to raise rates to replace the banking straightjacket, the regime of administrative measures and sterilization that has controlled lending growth so far. Under this new policy, credit growth would be controlled via the price rather the quantity of money. Only then will China’s banks begin to learn how to judge risk, and thus wean themselves away from state-owned enterprises and start lending to the more dynamic private sector.

This transition would have huge economic consequences. Most evidence suggests the small private firms are the most productive in China, and are also the most employment-intensive. Their development is stunted because credit rationing denies them money from the banks. Instead, they are pushed to the informal credit market, where interest rates can be as high as 40%. Indeed, even a borrowing rate in the formal banking sector of 15%, more than double the current rate, would be low for the army of small and medium-sized enterprises.

Which is why a nominal tightening via an interest rate hike wouldn’t necessarily be a tightening in practice at all, if banks in the meantime are released from their straightjacket of administrative controls and sterilization. By encouraging banks to think for themselves and thus potentially giving smaller enterprises access to relatively more affordable bank credit, a policy of easing by tightening might end up being just what China needs.

Mr. Cavey is head of China economics at Macquarie Capital Securities.

 

 

Moving From Transaction-Based to Relationship-Based in China’s PE Business

The PE industry in China is growing up. Fast. There are two key factors are at work. The first is the onrush of cash. The second is the onrush of talent.

 

Billions of new money is flowing into the Chinese PE industry. This is in marked contrast with the situation elsewhere. There’s not a lot of appetite for committing capital for any purpose except to invest in China. Other, traditional large PE markets (US and European buyout funds) are in cyclical decline, owing largely to the problems in global credit markets. Then, too, there’s the announced intention of the China’s $75 billion social security  fund to begin investing more freely in private equity firms in China.   

 

The weight of all this new money entering the China PE market is having an interesting effect on valuations. While valuations have certainly come down over the last year, they arguably would have fallen faster and farther if not for all the new money looking for opportunities. It’s what financial markets like to call “the weight of money” argument – the more cash there is around, the higher prices will rise. 

That’s one side effect of the new money entering the market. The other is that the level of professionalism, across the board, is rising in the PE industry. There’s a good reason for this. As the pool of capital grows, so too does the demand for higher levels of fiduciary responsibility and accountability. This is evident not just in tightening DD procedures, of course, but also in the involvement in the PE investment process in China of some the world’s leading professional service firms. 

This past week, I met with a Hong Kong-based partner at one of America’s largest and best law firms. This firm has been very active in China’s IPO market the last five years, and served as lead counsel for many of the larger public offerings by Chinese companies in US exchanges. This is a great business, with very fat fees. But, it’s also a highly cyclical one. The IPO market has cooled this year. So,  this firm has now made the shrewd decision to work on some smaller PE deals, rather than just the +$100mn IPOs they’ve relied on in the past.  The upfront transaction fees are, of course, lower. But, by getting involved earlier in a company’s financing process, at the time of PE financing, this law firm believes that it will be building a very solid base for the future. 

The calculation is very sound. By working on a PE financing today, the law firm will be ideally-positioned to serve as IPO counsel several years down the line. In other words, the firm is moving from being “transaction-based” to “relationship-based” , from targeting only high-dollar one-off IPO transactions, to building a longer-term relationship with a select number of very promising pre-IPO Chinese companies. Over time, this should yield far more revenue for the law firms that follow this path. There’s money to be made advising on PE investment rounds, on Board matters, on M&A work, and litigation. 

In principle, it’s an obvious shift to make, and more closely reflects best practices in the legal profession. In fact,  a good law firm, like a good merchant bank, should choose its clients wisely, and then commit to serving and advising them over the long-term. 

For us, at China First Capital, this is very much at the heart of our operating ethos. For larger law firms, it can sometimes be a tougher shift to make. For one thing, their existing fee structures make it harder to work with smaller clients.  The law firms will often need to cut fees as a way of building these longer-term relationships. That’s not always easy to do in a large law firm, where all partners are expected to generate maximum revenues. 

But, this change in mindset is happening. I know from experience, since this big US firm has offered to work with several of our clients, on their PE financings, and to cap their fees at an appropriate level. This is a great thing for our clients, since it gives them access to the best legal counsel possible, at a time when it will make a significant positive difference. The PE firms stand to benefit as well, since it should raise standards overall. 

This shift from transactional focus to relationship-building is more proof that China’s PE market is coming of age, and building the infrastructure on which to prosper for many decades to come. 

Infinite Opportunities ÷ Finite Capital

To a hammer, every problem is a nail. Equally, to many fine entrepreneurs, seeing abundant opportunities for profit, the only problem is capital. Not markets. Or competition. Or industry cycles. 

In other words, good entrepreneurs usually plan big, to build big new businesses that will generate huge returns. That’s great. The only limiting factor they perceive is access to adequate capital to build big enough and fast enough to earn the largest potential return. The problem here, as we say in America, is that such an approach can be “assbackward”. Companies usually need to adjust their plans to the capital they can raise — not decouple the two entirely. 

We had a series of meetings this week with Chinese companies interested in working together with China First Capital to secure private equity funding. These meetings are usually long, detailed, and for the most part, highly enjoyable. We’re lucky to have so many outstanding companies approach China First Capital. They come from a very wide range of industries. For example, this past week, we met with one business in the high-tech synthetic fiber industry, and another that owns a large-scale sugar refinery. 

I’ve learned, over many years, first as a Forbes Magazine reporter and then as a venture capitalist, how to form a quick (and one hopes, accurate) assessment of a business’s potential. With both of these companies, the assessment is very positive. In both cases, though, the laoban clearly hadn’t thought very deeply about how much capital they both should and could raise. There was, at least at the start, this disconnect between the size of their plans, and their ability to finance them with equity capital. 

So, we needed quite a bit of time to explain things. Opportunities in business are infinite, but capital is finite resource. Investors want to achieve the highest risk-adjusted return possible. But, equally, they will determine how much capital to invest not purely, or even primarily, based on the potential return. They will also give strong consideration to issues of corporate control, valuation, ROI, even asset coverage. 

So, while investors will applaud a company with a solid plan to build a new division with annual profits of over $25mn within three years, they won’t be rushing to invest the $50mn that’s required to get there, if the current business is worth $70mn. That would require the investor, in most circumstances, to take a controlling stake in the overall business. The $50mn investment represents over 70% of the current company value. Few investors want to own that much of a portfolio company, even if they foresee great returns. 

There are all kinds of proven and effective ways to raise larger sums, two of the most common are using a mix of debt and equity, or staging the investment in tranches. The starting place for any business seeking equity finance is to ask “how much money can we best raise now?” rather than “how much money do we want to achieve most quickly our business goals?” The answer to the first determines not only which businesses opportunities a company can pursue, but at what scale. 

Capital – its cost and availability — is often among the last considerations for an entrepreneur. Part of our role as merchant bankers is to bring the entrepreneur’s plans down to earth, to keep those plans and the ability to finance them in harmony. The appropriate-sized tool for the appropriate-sized task. This idea is beautifully expressed by this ancient carved image of Chinese rice threshing machinery. 

Ideally Matched: Client and Investor

I’m just back in Shenzhen from a visit to a client in Kunshan, near Shanghai. For me personally, it was a particularly poignant trip. 

It’s the first time I’ve been back to Jiangsu since 1982, when I left Nanjing University. Thinking as much with my stomach as my head, I immediately on arriving at 9:30pm on Wednesday night cajoled Nina, my partner, to go on a late-night search of great Jiangsu food. I eventually lost count, but by the time I left, I must have had enough xiaolongbao to feed a nursery school.

 As thoroughly enjoyable as this “Jiangsu homecoming” was, it was not even close to being the highpoint of the trip. We spent two full-days with our client, in meetings with a very select number of Private Equity firms. The meetings, from my standpoint, were truly outstanding – a text-book example of how great businesses and a great institutional investors should interact.

In fact, our client and the PE investors were, to my eye, as well-matched as this pair of Tang Dynasty horses. 

As I told one of the PE partners afterward, I’ve been in a lot of initial meetings between companies and PE or VC firms. But, never was I involved in a investment meeting that was conducted at such a uniformly high level, with both company and investor executing at the highest level of accomplishment and professionalism. 

For the PEs, this was the second-round of meetings, following earlier ones in Shenzhen, with our client’s CFO, that focused primarily on the company’s financial performance. Our client’s core leadership and ownership, however, are both based in Kunshan. So, there was even more to discuss in this second round meeting. 

For our client, this was on-the-job training. They’ve built an enormously successful business, with sales this year in excess of $120 million, and a strong likelihood of becoming, within five years, a multi-billion dollar enterprise. But, the client has done all this without equity finance, using only retained earnings and bank debt. So,  they’d never before presented themselves to sophisticated and experienced equity investors.  They don’t come any more sophisticated and experienced that these particular PE investors, with track records, both as individuals and as firms, that put them at the top of their profession. 

Our client more than exceeded our highest expectations, preparing exhaustively and answering comprehensively. 

China First Capital works to find the right investor for its clients. Not the investor offering the highest valuation, or the quickest path to IPO. We give this a lot of thought, matching the strengths of our client to the strengths of a particular PE firm. Done right, it’s transformational for both company and investor: a case of the total value created not being just larger than the sum of the parts, but exponentially so. 

It’s early yet in the process. We’re planning on several more meetings with PE firms. But, I left Kunshan even more optimistic about our client’s future, building a great partnership with a PE investor. 

It may not sound like it, but it’s meant to be my highest compliment to both our client and the PE firms we met with this week:  the xiaolongbao were good. The meetings were better. 

The Ten Questions Every Laoban Should Answer Before Seeking PE Funding

One of the supreme satisfactions of my work – and I’m fortunate that my job offers quite a few – is the time spent advising laoban (“business owner” in Chinese) on the value of private equity investment. These owners are entrepreneurs, not financial engineers. So, the world of private equity deal-making and finance is often entirely unfamiliar. As I tell these laoban, in my less-than-fluent Chinese, “you have already done the hardest thing possible in business, by taking an idea, adding little or no capital, and created in China, the most competitive market in the world, a successful business of significant size and fantastic prospects.” Compared to this, anything will appear easy, including closing a round of equity capital from one of the leading private equity or venture capital firms. 

Now, of course, closing a PE investment round is anything but easy. It involves, at a minimum,  a sizable amount of time, stamina, senior-level attention, perseverance, transparency, thoroughness and commitment to building a fully-aligned partnership with an outside investor.  I’ve seen it from both sides, both as a CEO and as a venture capitalist. The process can seem like breaking rocks with a spoon. 

But, it’s always rewarding and inspiring for me to see how quickly our laoban start mastering the intricacies of raising capital. They climb the steep learning curve fast. But, it is still a learning curve, and I’ve often made the process harder by doing an inadequate job preparing them for their first meetings. In fact, there ought to be a typically wise four-character Chinese proverb, or chengyu, to describe it: “Good students. Poor instructor.” 

I’ll admit to being a poor instructor. But, an improvable one? I’d like to think so. 

Together with my colleagues at China First Capital, I’ve put together a list of ten questions laoban should expect to hear in a first meeting with a PE firm. The purpose: to give the laoban a quick sense of the scope and rigor of the PE investment process.   

Of course, in any first meeting with a professional PE firm, there will be many more than ten questions. It’s unlikely any PE would ask all – or even the majority – of the ten on the list. 

But, these owner-entrepreneurs are all outstanding problem-solvers. If they weren’t, they wouldn’t be running and owning the sort of businesses of interest to good PE investors. 

So, the questions are really just a catalyst, to get the laoban to think about how a sophisticated investor will evaluate his business. In other words, to see his business from the outside looking in. This is like refraction, where shifting the angle changes the quality of the light. 

Here are the ten questions.  There are no right answers, of course. Only a right mindset.      

 

  1.  How much of your equity are you selling?
  2. What will you use this equity investment for?
  3. When do you hope to complete this fund‐raising?
  4. When will you IPO?
  5. What are you looking for besides capital from an investor?
  6. How do you think you can double or triple your profits?
  7. How much is your valuation?
  8. Who are your competitors and what are your competitive edges?
  9. Can you please explain your strategy for growing faster than your competitors?
  10. Please give me brief summary of the jobs and the past experience of the most important members of your management team?

China and the USA – same bed, same dream

The world’s largest and soon-to-be second largest economies, the US and China, don’t seem at first glance to have very much in common. The USA is a new country with an old political system. It’s a little appreciated fact that the US political system, coupling a federal democracy with capitalism, is now arguably the world’s oldest, since it’s been going for 232 years without major changes. China, by contrast, is a very old country – indeed the oldest of all nation-states – but with very new, fast-evolving political and economic systems.

And yet, there are some powerful similarities, ones that appeal directly to me as a builder and financier of private companies. In terms of raw entrepreneurial talent and ambition, China and the US are all but identical. Now, granted, American and Chinese entrepreneurship can often take very different forms — the US is a mature economy that grows at a solid but hardly spectacular pace. Technology plays a key part in many of the best new entrepreneurial ideas. Think of Google or Facebook. China is booming, and every year, millions of move from subsistence farming to relative abundance, from have-nots to consumers.  Opportunities abound, in the most basic industries like agriculture and mining, all the way to biotech and semiconductors.

Even so, the entrepreneurial foundation of both China and the US is plainly, and remarkably, visible. A reverence for hard work, vigorous personal ambition, a keen eye for spotting opportunity, these are qualities shared by the people of both countries. It’s why I am so optimistic about the prospects of both countries. And also why I think that China and the US are the two best markets for private equity and venture investment. Entrepreneurship, more than capital, is what drives the process of private equity finance.

Dig still deeper, and you find other important commonalities. In both China and the US, the government does not, thankfully, cripple what my favorite economist, Gary Becker of University of Chicago, calls “the dynamic energies of the competitive private sector”. My hope and belief are that this will continue to be the case for many years to come, and that China and the US will continue to offer great opportunities for building great private companies like those we work with at China First Capital.

There’s always a conflict, in every large economy, between those who want to regulate and tax the private sector, and those who want to maximize the room for businesses to operate free of burdensome regulations and high taxation. Seen in the broadest terms, the US and China are together following one path, and Europe and Japan are following another. China and the US are still open to high-levels of commercial competition with limited government intrusion. This makes both countries more friendly toward the new ideas of entrepreneurs. Europe and Japan, by contrast, are more regulated, more taxed, more anti-competitive, and so less hospitable to the entrepreneurship that drives China and the US.

Entrepreneurs create wealth. Governments don’t. It’s a fundamental reality best understood and practiced in the US and China – and best understood, as well, by those whose capital is placed at risk in private equity deals. Capital goes to where the risk-adjusted returns are greatest. Today, that’s China and the US.

 It will be true tomorrow as well. 

DD Done Right

Due diligence is rarely anyone’s idea of fun and games. Nor should it be. And yet, several days into the process now I’m struck just how positive the process can be, when it’s done right, done well, done in an atmosphere of shared goals and shared respect. At its best, DD sets the tone for a long period of successful partnership and value-creation between a company and an investor. 

This week, DD kicked off between one of our China First Capital clients and the Private Equity firm intending to invest in the company’s first round of equity finance. The PE firm is among the best, and it operates with the precision of a Geneva watchmaker. The DD checklists sent in advance were exhaustive, prepared both in Chinese and English, encompassing legal, financial and managerial topics. 

Our client – after recovering from the initial shock on seeing the sheer volume of information to be collected and presented – dug in and worked until late each night over the weekend to get the material ready.  The laoban struck exactly the right note from the beginning, explaining to his sometimes-beleaguered staff, that the volume of DD material was conclusive proof that this PE firm would make a professional, highly-competent and valuable partner if the deal closes. 

In other words, it’s a step in a process of increased transparency, meticulousness and accuracy. This will benefit the company immediately, in its operations and planning, and ultimately put it in a far stronger position as it moves toward a successful public listing down the road.   

We insist to our clients that they embrace this approach:  “even as a private company, you should adopt the standards of a public one.” This makes the transition to a publicly-traded company, accountable to both to regulators and shareholders, infinitely smoother.  It’s also just good business. 

On Monday, the PE firm’s DD team arrived at our client’s office, and set right to work. The highest standards clearly pervade all aspects of the PE firm’s operation, from the team — led by a woman of uncommon intelligence, poise and grace –  to the lawyers and Big Four accountants chosen to assist. 

They set the right mood from the outset: one of professional collaboration and partnership, rather than of abrasive investigation. In two days of highly-focused scrutiny, with lawyers, accountants and the PE firm’s team working on parallel tracks, the investor got an enormous amount of its preliminary due diligence completed. On Day Three, they headed out to visit the client’s factory in a neighboring province. 

It’s an old truism of PE and VC investing that the one certainty of the DD process is that there will be surprises, generally of an unwelcome variety. The real question is how large are the surprises and how well they are addressed, by both PE firm and the target company. 

I have confidence that in this case, the DD process will continue in a spirit of shared purpose and reciprocal transparency. As a result, I foresee a great outcome for both our client and this PE investor. 

PEs as Agents of Change

It’s been a turbo-charged week in China and Hong Kong. My time was evenly divided between our China First Capital clients and several of the PE and VC firms that we’re privileged to work with. I resist the use of the word “work”, because I feel so deeply fortunate to be involved in such important and valuable pursuits with such outstanding businesspeople. 

We’re all part of something far larger than just allocating capital. Capital, in the hands of a talented entrepreneur, is perhaps the greatest “change agent” of all, with the potential to achieve phenomenal rewards for the principals, as well as society as a whole.   

It’s easy to lose sight of this, of course, in the crush of negotiating or closing a deal. But, there is no more important work than creating conditions for an entrepreneur to thrive. I’ve seen this so many times over my career, the remarkable, transformational power of a great idea, in the hands of the right person with the capital resources to achieve his goals. This past week, I saw it at ground-level, as one of China First Capital’s clients signed a term sheet and began due diligence process with one of the largest Hong Kong-based PE firms. 

This is how wealth is created.   

As some of you will know, I worked for many years as a journalist with Forbes Magazine, and so had the good fortune to spend a lot of time with some of the world’s most successful business leaders, listening to and observing at close hand their approaches to earning a profit and rewarding their shareholders. 

It was about as good an education as one could have into what constitutes “best practices” in business. I’ve used those lessons over and over since I left journalism and started working in venture capital, and IPO markets. I use the same lessons just about every day here in China. Among our clients are entrepreneurs of a class that one finds at the top of some of the best global businesses. 

Among the PE investors we work with are individuals with a special 20-20 foresight that identifies and seizes on opportunities for profitable investment.  

Together, they are remaking China, and remaking the world. 

Are Chinese Private Equity valuations too low?

Not long ago, just to ask the question would invite ridicule. But now, after the almost-halving of Chinese share prices so far in 2008, it’s more than appropriate to ask, “Are Chinese company valuations too low?”

My answer? Yes, they are too low.

According to the MSCI index, the current average PE ratio of all quoted Chinese companies is 16X, equal to Japan’s, and lower than the 18X average for US-quoted companies. In other words, investors are willing to pay more, on average, for a company’s earnings stream in the US than in China. And yet, of course, profit growth in China is, on average much higher.

It’s not at all remarkable to find Chinese companies whose profits are growing by over 40% a year. In fact, among our clients at China First Capital, that’s the norm, rather than the exception. Some clients’ profits double year after year. Not very many, if any,  US companies can match that rate of growth, for the simple reason that the overall US economy is stagnant, while China’s continues to roar along at a +10% growth rate. Corporate profits form a part of the calculation of gdp growth, and it’s historically true that corporate profits just about everywhere grow faster than the underlying economy.

That’s what makes the current PE valuation for China something of a conundrum. PE ratios are an expression, after all, of collective sentiment on the future rate of corporate profit growth. Clearly, China’s is now, and will likely remain for quite some time, higher than not only the US’s, but the rest of the world’s.  

It’s not hard to find good reasons for this steep drop in Chinese valuations this year. Bad news has come not as single spies, but as entire regiments in 2008. Natural disasters (the worst winter weather in 50 years, and then the horrific earthquake in Sichuan), the steady appreciation of the renminbi effecting China’s export competitiveness, the slowdown of the US economy, the end of pump-priming government spending in the run-up to the Olympics, the global rise in oil prices, and a near-doubling in inflation to +7% all contributed to investors loss of confidence, and with it, a decline in China’s share values.

But, this look like a classic case of a market overcorrecting. The decline in share prices, and with it China’s average PE ratio, certainly seem excessive.  The fundamentals are still very solid for very many Chinese businesses. Corporate profits, though under pressure in China as elsewhere, can sustain themselves at very high rates of growth. China’s best companies are improving margins, improving efficiency, quality and productivity, and focusing on the fast-growing Chinese domestic market.  In other words, good companies in China do exactly what the good ones in the US do – get stronger and leaner when times get tougher.

It seems to me that valuations will rise again soon, maybe not to the dizzy heights of a year ago, but to a level reflecting this one fundamental truth – nowhere else on the planet will corporate profits on a whole grow as fast, for as long into the future, as they will in China.Â