Chinese Domestic Economy

Direct Secondary Investment Opportunities in China Private Equity

 

As detailed follow-up to our report on the current challenging crisis of unexited PE investments in China, China First Capital has prepared a new research note. You can download the abridged version by clicking here.

This note provides far more detailed data and analysis on the unexited PE deals: by industry, original deal size, currency, round, and most importantly, “tier of PE”. This should give a more concrete understanding of the current opportunity in direct secondaries in China, as well as numerical challenges all GPs active in China will face exiting.

China First Capital is currently the only firm with this data and analysis. In addition to this note, we will also share in coming weeks three others research notes:

1. Secondary deals modeled on prospective IRR and hold periods
2. Risk-scoring metrics for primary and secondary deals in China
3. Portfolio analytics specific to primary and secondary investments in China

Beyond this work, shared as a service to our industry, to help facilitate the development of an efficient and liquid exit channel of direct secondaries in China, everything else will remain our confidential work product to be deployed only for clients that retain us. An introduction to our secondaries services is available by clicking here.

 

China Securities News: 中国首创投资董事长:二级市场并购有望发力

 

If your Chinese is up to it –  or perhaps if you want to see how well-designed the best Chinese newspapers are — click here to see the story today in China Securities News (中国证券报) that includes both an interview with me and excerpts from our Chinese-language report on the crisis in Chinese private equity.

Unlike the sorry situation in the US and elsewhere, newspapers in China are still thriving. The leading papers, including China Securities News, have large nationwide readership and distribution, with the large profits to match. And no, the contents are not fiercely censored. If they were, no one would buy them.

I’m quite chuffed this paper devotes so much space to our report and its conclusions. It’s an affirmation of what a great job my China First Capital colleagues did in preparing the Chinese version. My own modest hope is that this article, together with several others that have appeared recently in other mainstream Chinese business publications, will help catalyze a more active discussion of the current crisis in the PE industry in China. There is, as my interview emphasizes, a lot at stake for China.

The sudden stop of both IPOs and new private equity investment in China means that private companies are being denied access to much-needed capital to finance growth. This is already beginning to have serious impact on China’s private sector and the economy as a whole. I foresee no significant change coming anytime soon. For private entrepreneurs, these are dark days indeed. Keep in mind, China’s private sector now accounts for over half of gdp — and it’s the “half” that provides most of new jobs as well as just about every product and service ordinary Chinese enjoy spending money on.

As a lot of non-Chinese speakers have heard, the Chinese words “crisis” and “opportunity” share a common root (危机,机会). There is much wisdom in this. The current crisis in China PE is also perhaps the best opportunity ever for stronger PEs to find and close great investments, through purchases of what we call “Quality Secondaries”.

Investment opportunities don’t get much riper than this one.

 

Chinese Market Loses Its Bite — Private Equity News Magazine

PEnews

 

Download complete text

A stagnant exit market is likely to cause problems for firms that ventured into China in the boom years

Statistics rarely tell the whole story. However, as China celebrates the Year of the Snake, the most recent figures for private equity exits in the country make sobering reading for those who were convinced that the surge in private equity in the world’s most populated nation was the ticket to easy returns. In the final quarter of 2012, there was no capital raised by sponsors through primary initial public offerings of companies they backed, no capital raised through sales to strategic buyers and just $30 million from secondary buyouts, according to data from Dealogic.
That collapse in the exit market is creating a huge backlog of businesses in private equity hands that could force many companies to the wall and drive a shakeout in the industry, losing investors billions in the process. Global private equity firms, from large buyout specialists TPG Capital and Carlyle Group to mid-market players like 3i Group, all flooded
into the Chinese market raising capital from international investors for deals on the expectation of outsized returns as the economy opened and boomed. They were joined by thousands of domestic players that raised capital in local currency from the growing band of China’s wealthy individuals eager to get a slice of the market.

Incredible Success

Peter Fuhrman, chairman and CEO of investment bank China First Capital, said: “In the course of the last five years China has grown into the largest market by far for the raising and deploying of growth capital in the world. It has been an incredible success story when it comes to talking investors into opening up their wallets and allocating much-needed capital to thousands of outstanding Chinese entrepreneurs.” More…

 

 

Private Equity Slows in China as Investors Can’t Find the Exit — Institutional Investor

II

Download complete text

12 FEB 2013 – ALLEN T. CHENG

China’s once-booming private equity industry is facing a logjam as a dearth of exit possibilities is slowing the flow of new deals in the sector, analysts and industry executives say.

The volume of private equity activity slowed dramatically last year, with some $17 billion invested in more than 700 companies, down from more than $30 billion invested in more than 1,700 companies in 2011, according to China First Capital, a Shenzhen-based investment advisory firm. Virtually all deals in China are minority equity investments in fast-growing private companies rather than buyouts of public companies as in the West. The industry was virtually nonexistent in China at the start of the 2000s but grew rapidly as Western investors rushed to participate in the country’s economic boom.

“You had an industry that grew very quickly but is not yet fully matured,” says Peter Fuhrman, chairman and CEO of China First Capital. “The PE firms raised huge money from LPs around the world and now face the challenge of not being able to exit their investments before the life cycle of their funds run out,” Fuhrman says. More…

 

Five Minutes with Peter Fuhrman — Private Equity International Magazine

Download complete text

The chairman of research firm China First Capital discusses China’s growing exit problem, and its possible impact on private equity in 2013.

A growing concern for private equity in China is the lack of IPO exits. How do you see that playing out in 2013?

“I don’t expect any substantial improvement or change in the problems that are blocking IPO exits domestically and internationally. And because the China private equity industry is significantly over-allocated to IPO exits, along with diminishing fund life, [this] will be a time of increasing difficulty for GPs. At the same time, the inability to exit will also continue to prevent [GPs] from doing new deals, and that is where the greatest economic harm will be done. Of course I don’t trivialise the importance of the $100 billion that’s locked away in unexited PE investments, but the real victims of this are going to be the private entrepreneurs of China. At this point, over half of all [China’s] GDP activity is generated from the private sector. The private equity money and the IPO money is what [businesses] need to grow, because private companies in China basically can’t borrow. They need private equity money and IPO proceeds to continue to thrive. “  More…

China private equity specialist says IPO drought means investors must rethink — Week in China

 

week in china

 

 

Download complete text

With China’s IPO gusher now reduced to a trickle, prospects for some of the privately-owned companies which have traditionally boosted much of China’s economic growth could be at risk.

So says Peter Fuhrman, founder and chief executive at China First Capital, a boutique investment bank and advisory firm. His firm has just released a new report warning that new private equity investment has basically come to a halt in China since the middle of last year.

Fuhrman talked to WiC this week about the reasons for the slowdown, and why he would like to see more investors considering alternative exits, including sales in the secondary market. More…

Paid to Gamble But Reluctant To Do So

 

Venture Capital Financing in the US

(Source; The Wall Street Journal)

 

They are the best-paid gamblers in the world, the General Partners at private equity and venture capital firms. They are paid to take risks, to make bets, with other people’s money. And for this, they usually get a guaranteed high annual retainer, a salary that generally puts them in the top 1% of all wage-earners in their country, and also a share of profits earned from putting others’ money at risk. In other words, their life is on the order of “heads I win, tails I win” compensation. They make a handsome salary, have all their expenses covered, are unlikely ever to get fired, and also usually get to claim 20%-25% of the profits from successful deals.

Given those incentives, and the fact the guys with the money (your fund’s LPs) are paying you to find great opportunities and bet on them rather than sit on your hands, you would assume that GPs would want to keep the flow of new deals moving along at a reasonable pace. In fact, inactivity is, next to losing all the LPs money on bad investments, the surest way for a PE fund to put itself out of business. And yet this do-nothing strategy is now common across China’s private equity industry. For the better part of a year, deal-making has all but dried up.

From a recent high of around 1,200 PE deals closed in a single year in China,  in 2012 the total tumbled. My surmise is that the number of new PE deals closed in China last year was down at least 75% from 2011. The activity that took place did so almost entirely during the first half of the year. An industry now holding over $100 billion in capital and employing well over 10,000 people, including some of the most well-educated and well-paid in China, ground to a halt during 2012.

Let me offer up one example. I won’t name them, since I know and like the people running this shop: a fund that is among the biggest of all China-focused PEs, with over $4 billion in capital, made a total of three investments in all of 2012. Two of them were in “club deals” where they threw money into a pot along with a bunch of other funds. Though they keep a full-time staff of 100, funded by the management fee drawn from LPs money, this firm closed only one deal that they actually initiated. At a guess, these guys have an annual management fee in excess of $50mn, and during 2012, their headcount more than doubled.

In any other line of work, a company that decreased its output to about zero, while significantly increasing its expenses, would be on the fast-track to insolvency. But, not in the PE industry in China. It’s currently the norm. Now, of course, those same PE firms will say they are keeping themselves busy monitoring their previous investments, rather than closing new ones. Yes, that’s necessary work. But, still, the radical slow-down in PE activity in PE is without precedent elsewhere in the PE and VC world.

Look, for example, to the VC industry in the US. In good years and bad, with IPOs plentiful and nonexistent, VC firms keep up their dealmaking.  These two charts at the top of the page show this quite clearly. Across a six-year cycle of capital markets boom and bust, the number of new VC investments closed stayed relatively constant at between 600-800 per quarter. In other words, VC workloads in the US stayed relatively stable. They kept channeling LP money into new opportunities. The dollar amounts fluctuated, peaking recently during the run-up to the highly-anticipated IPOs of Linkedin, Facebook, Groupon and Zynga.  Valuations rose and so did check size. But, deal flow stayed steady, even after Linkedin, Facebook, Groupon and Zynga’s share prices nosedived following IPOs.

This is the picture of a mature industry, managed by experienced professionals who’ve seen their share of stock market up and down cycles, heard thousands of pitches for “sure things” that raised some money only to later crash and burn. Some VC firms crashed and burned with them. But, overall, the industry has kept its wits, its focus and its discipline to invest through bad times as well as stellar ones.

The contrast with China’s PE industry is rather stark. There are perhaps as many as 5,000 PE and VC firms in China. No one knows for sure. New ones keep getting formed every week. The more seasoned of the China PE and VC firms have a history of about 10 years. But, the overwhelming majority have been in this game for less than five years. In other words, today there is a large industry, well-financed and with control over a significant amount of the growth capital available in the world’s second largest economy, that was basically created out of nothing, over just the last few years.

Obviously, these thousands of new PE firms couldn’t point to their long history of identifying and investing in private companies. But, LPs poured money in all the same. They were investing more in China — in the remarkable talents of its entrepreneurs and the continued dynamism of its economy — than in the track record of those doing the investing. That seems a wise idea to me. As I’ve mentioned more than once, putting money into China’s better entrepreneur-led companies is certainly among the better risk-adjusted investment opportunities in the world.

If anything, the opportunities are riper and cheaper than a year ago, as valuations have come down and good companies with significant scale (revenues above $25mn) have kept up a rate of profit growth above 30%. In the US VC industry, this would be a strong buy signal. Not so in China. Not now.

PE firms are collecting tens of millions of dollars from LPs in management fees, but not putting much new LP money to productive use by investing in companies that can generate a return. Nor are they actively exiting from previously-made investments and returning capital to LPs. This situation can’t last indefinitely.  For people handed chips and paid to gamble, it’s unwise to spend too much of the time away from the casino snoozing in your high roller suite.

 

Buyout Firms Lack Exit Ramp in China — Wall Street Journal

 

WSJ

With the door to initial public offerings in China largely shut, private-equity firms invested there are having a tough time cashing out. The alternative—selling to another buyout firm or a company looking to expand via acquisition—remains rare in a market where buyers are relatively few.

Private-equity firms are sitting on more than $130 billion of investments in China and are under pressure from investors to find an exit, Shenzhen-based advisory firm China First Capital said in a report last week.

Gary Rieschel, founder of Shanghai-based Qiming Venture Partners, said, “There needs to be a broader number of choices in buyers” in China.

Private-equity firms have generally exited their China investments through IPOs, but the number of private-equity-backed IPOs approved by mainland regulators has plummeted. Meanwhile, the Hong Kong IPO market has softened and sentiment toward Chinese companies in the U.S. has soured because of accounting scandals.

In October, the China Securities Regulatory Commission shut the IPO door completely on the mainland, halting the approval of new listings over worries that a glut of offerings would further weigh on sagging share prices. The Shanghai Composite Index was one of the world’s worst performers in 2012, sinking to a near four-year low in early December before a rally pulled the index up slightly for the year.

Analysts say they don’t expect the CSRC to approve any IPOs until at least March, when Beijing’s top lawmakers usually hold important annual planning meetings.

The regulator approved 220 IPOs of companies backed by private-equity or venture-capital firms in 2010, but that fell to 165 the following year and 97 last year, research firm China Venture said. There are now nearly 900 companies waiting to list in China, the CSRC said on its website.

Hong Kong’s market, meanwhile, has seen fewer IPOs over the past year as investors soured on new listings after several underperformed the broader market. U.S. private-equity firm Blackstone Group, which owns 20% of chemical company China National Blue Star, scrapped a planned Hong Kong listing of a unit called Bluestar Adisseo Nutrition Group in 2010 due to weak markets. It has yet to list that firm.

Carlyle Group has struggled to exit some of its deals, including two deals it made in 2007, a $20 million investment in Shanghai-based language-training firm NeWorld Education Group and a $100 million investment in Zhejiang Kaiyuan Hotel Management Co. A company spokesman said the holding periods for those investments are normal because private-equity firms usually stay invested for four to seven years. The spokesman also said Carlyle has successfully exited many deals, including the recent sale of its stake in China Pacific Insurance, which generated a profit of more than $4 billion.

In more-developed markets, private-equity firms can count on exiting their investments through sales to rival buyout firms or to companies looking to grow through strategic acquisitions. But in China, private-equity firms have sold stakes to rival firms or other companies only an average of 15 times a year over the past three years, according to data provider Dealogic.

China’s secondary buyout market—where private-equity firms sell to each other—remains immature. Among the handful of such deals, Actis Capital sold a majority stake last month in Beijing hot-pot chain Xiabu Xiabu, for which it had paid $50 million in 2008, to U.S. firm General Atlantic for an undisclosed amount.

Domestic consolidation is rare compared with the activity in developed countries. Chinese companies that are still growing quickly may prefer to hold off selling, and there are fewer big corporate domestic buyers.

“China is still a relatively fragmented economy with a disproportionately small number of large businesses relative to the size of its economy and very few national businesses,” said Vinit Bhatia, head of China private equity for Bain & Co.

When a private-equity firm does sell a Chinese portfolio company, the size of the deal tends to be small. Last year’s biggest sale was MBK Partners’ $320 million sale of a majority stake in Luye Pharma Group, which it bought in 2008. The buyer was AsiaPharm Holdings Ltd.

Usually, though, foreign private-equity firms hold only minority stakes in Chinese companies because full control is tough to get, in part for regulatory reasons. Domestic private-equity firms, meanwhile, are often content to hold minority stakes in fast-growing companies, which can offer healthy returns.

Management may not be on board when a minority investor wants to put the whole company up for sale. Chinese chairmen, who are often the founders of their businesses, prefer to remain at the helm, said Lei Fu, co-founder of Shanghai-based private-equity firm Ivy Capital.

Still, private-equity investors say they are hopeful that more buyers will emerge in China this year, even if the IPO markets stay shut.

The number of strategic Chinese buyers should increase as the government encourages consolidation across industries and as medium-size companies begin growing more rapidly with a rebound in the economy, they say.

“Five years ago we would think of multinationals…Now we think more local companies” when looking for buyers, says Huaming Gu, Shanghai-based partner at private-equity firm Baird Capital.

 

http://blogs.wsj.com/deals/2013/01/15/buyout-firms-lack-exit-ramp-in-china/

Download PDF version.

 

China Private Equity Secondaries — the new China First Capital research report

 

In the current difficult market environment for private equity in China, secondary transactions provide a valuable way forward.  Staging successful IPOs or M&A will remain severely challenging. This is the conclusion of a proprietary research report recently completed and published by China First Capital. An abridged version is available by clicking here.  You can also visit the Research Reports section of the China First Capital website.

Secondaries potentially offer some of the best risk-adjusted investment opportunities, as well as the most certain and efficient way for private equity and venture capital firms to exit investments. And yet these secondary deals still remain rare. As a result, General Partners, Limited Partners and investee companies, as well as China’s now-large private equity industry,  are all at risk from serious adverse outcomes.

This new CFC research report is a data-driven examination of the potential market for secondary transactions in China, the significant scope for profit on all sides of the transaction, as well as the no less significant obstacles to the development of an efficient, liquid, stable long-term market in these secondary positions in China.

The report’s conclusion is that secondaries have the potential to benefit all three core constituencies in the China PE industry — GPs, LPs and investee companies. The universe of deals potentially available for secondary exit is large, over 7,500 unexited investments made in China by PE firms since 2000.

However, the greatest potential for both PE sellers and buyers across the short to medium term is in a group of select companies CFC terms “Quality Secondaries“. These are PE investments that fulfill four criteria:

  1. unexited and not in IPO approval process, domestically or internationally
  2. investee companies have grown well (+25% a year) since the original round of PE investment, and have continuing scope to expand enterprise value and achieve eventual capital markets or trade sale exit in 3-6 year time frame
  3. businesses are sound from legal and regulatory perspective, have effective corporate governance, and a majority owner  that will support secondary sale to another PE institution
  4. current PE investor seeks secondary exit because of fund life or portfolio management reasons

CFC’s  analysis reveals that the potential universe of “Quality Secondaries” is at least 200 companies. This number will likely grow by approx. 15%-25% a year, as funds reach latter stage of their lives and if other exit options remain limited.

At the current juncture, in this market environment, and assuming “Quality Secondary” deals are done at market valuations, these investment represent some of the better values to be found in growth capital investing in China.  DD risk is significantly lower than in primary deals, and contingent risks (opportunity costs, and legal risks of pursuing other non-IPO exits) are lower.

Despite the current lack of significant deal-making activity in this area, secondaries will likely go from current low levels to gain a meaningful share of all PE exits in China.

The secondaries market in China will have unique factors compared to the US, Europe and elsewhere. There will likely be limited investor interest in any secondary deal involving a Chinese company or a portfolio that has underperformed since PE investment, or could otherwise be characterized as a  “distress” situation.

Quality Secondaries transactions in China will involve PE investors “cherry-picking” good companies at fair valuations.  The primary motivation for selling PEs is misalignment between its remaining fund life and the time required and risk inherent in achieving  domestic or offshore IPO or trade sale exit during that shortened time frame.

In contrast with secondary deals done outside China, we do not expect to see much activity involving the sale of all or most of a PE firm’s portfolio of investments. Specialist secondary firms operating elsewhere (e.g. Coller Capital, Harbourvest) do not currently have the experience or manpower in China to take on the complexities of managing and liquidating all or most of an existing portfolio of minority investments.

Rather, we expect those PEs with strong operating performance in growth capital investing in China to exploit favorable market conditions by becoming active buyers of Quality Secondaries.   GPs that prefer larger deals, (+USD25mn/Rmb200mn), should be particularly interested in Quality Secondaries, since company scale and investment amount will likely be larger, on average, than primary deals in China.

Selling PEs can pursue exit strategies based on option of selling either part or all of a successful unexited deal. A part liquidation in Quality Secondary transaction can mitigate risk and return capital to LPs while still retaining future upside. A full exit through secondary can increase fund’s realized IRR and so assist future fundraising. Importantly, a selling PE needs to act before pricing leverage is transferred mainly to buyers — generally this means secondary deals should be evaluated and priced in market when fund still has minimum of two years left of active period.

While clearly the most acute need for exit will be investments made before 2008, more recent investments need also to be assessed based on current market conditions. Many GPs are adopting what looks to be an unhedged strategy across a portfolio of invested deals waiting for capital markets conditions to improve.

In particular, much of this “wait and see” approach is based on the hope that Hong Kong’s once-vibrant, now-moribund IPO market for Chinese companies returns to its earlier state. The US stock market will certainly remain off limits to most Chinese companies for a long time to come. Exit through China’s domestic stock market is now seriously blocked by bureaucratic slowdowns and an approval backlog that even under optimistic scenarios could take three to five years to clear.

The need for diversification is no less paramount for exits than entries. Many of the same PEs that wisely spread their LPs money across a range of industries, stages and deal sizes, have become over-reliant now on  a single path to exit: the Hong Kong IPO.  By itself, such dependence on a single exit path is risky. In the current environment, it looks even more so.

The flood of Chinese IPOs in Hong Kong basically came to a halt a year ago.  When they do resume, it may prove challenging for all but the best and biggest Chinese companies to successfully issue shares there. What will become of the other deals? How will GPs and LPs profit from investments already made? That’s the focus on this new report, titled, “China Secondaries:  The Necessary & Attractive Exit For Private Equity Deals in China“.

 

China Private Equity Secondaries — New York Times, Bloomberg, CNNMoney

Dual

It is imperative for the private equity industry in China to develop an efficient, liquid market for secondaries. Our goal is both to facilitate an active dialogue, as well as help bring this about. Only by breaking the current logjam of no exits in China PE can money again start to flow in significant amounts to capital-hungry private companies. No less than the future fitness of China’s entrepreneurial private sector is at stake.

In the last several days, along with the Wall Street Journal article posted yesterday, five other financial media (New York Times, Bloomberg, AVCJ, PEI, CNN Money) published stories on this topic, referencing research results from China First Capital. I’m pleased to share them.

Private Equity in China: Which Way Out?

HONG KONG — Welcome to the private equity game in China: you can buy in anytime you like, but you can never leave. At least, that is how it is starting to seem for many of the firms that bought in big during the boom of last decade.

Starting from a base of almost nothing in 2000, global private equity funds and their start-up local counterparts rushed into the Chinese market – completing nearly 10,000 deals worth a combined $230 billion from 2001 to 2012, according to a report released this week by China First Capital, a boutique investment bank based in the southern city of Shenzhen.More…

 

Private-equity funds in China are still holding 82 percent of the companies they’ve invested in since 2007, as the frozen market for initial public offerings keeps them from exiting, a study showed.

Funds hold 6,584 companies after disposing of 1,445 and seeing 20 go bankrupt, according to a report from China First Capital, a Shenzhen-based firm that advises on private equity and mergers. Investors still hold companies valued at $94.3 billion, compared with a total of $194.7 billion, according to public data compiled by the firm and its own research. More...

 

 

At least 200 private equity portfolio companies in China are attractive targets for potential secondary buyers and the number is likely to grow 15-25% per year as funds come to the end of their lives and find that exit options are still limited.

These companies represent the cream of a much larger pool of investments that are as yet un-exited by Chinese PE investors, according to a proprietary study by specialist investment bank China First Capital. It estimates that more than 7,500 portfolio companies remain in private equity firms’ portfolios from investments made since 2000.  More…

 

As other exit avenues for private equity dry up in China, GP-to-GP secondaries could be the only option for the 7,500 unexited portfolio
companies, according to a recent study from China First Capital.

China has 7,550 unexited private equity investments totaling $100 billion that will soon have to be realised through routes other than the traditional IPO, according to a recent study from China First Capital.
As fund lives begin to expire, Peter Fuhrman, chairman and chief executive of CFC, believes the standout option will be GP-to-GP secondary transactions. This is especially true for RMB funds, which have a three-to-five year life rather than the ten years typical with US dollar funds. More…

China’s stalled market for new share listings is severely limiting the ability of private equity funds to cash out their
investments in the country, according to a new research report from China First Capital.
The Shenzhen-based investment bank analyzed more than 9,000 private equity and venture capital deals completed in
China since 2001, and found that more than $100 billion — much from the U.S. — remains invested. More…

 

Private Equity In China – Time For A New Exit?

Article from Wall Street Journal January 8, 2013

China was once one of the few bright spots globally for private equity. Now it’s a quagmire – and investors are going to have to change the way they approach the market.

That’s the finding of a new report by Shenzhen-based private equity advisory China First Capital (pdf). According to the company’s own research, there have been about 9,000 private equity deals completed in China over the past decade, but in more than 7,500 of those instances – or $130 billion worth of investment – investors still haven’t managed to cash out.

“Over the last 18 months, first the U.S. capital markets, then Hong Kong’s and finally China’s Shanghai and Shenzhen domestic stock markets have dramatically lowered the number of IPOs of Chinese companies,” writes Peter Fuhrman, China First Capital chairman, in the report. “It seems more likely than not that the golden age of Chinese IPOs, when over 350 companies were listing each year across public markets in the U.S., Hong Kong and China, is now over.”

It’s not a turn of events that will be easily remedied. A wave of fraud allegations leveled by auditors and short sellers against a number of small Chinese companies listed in the U.S. has destroyed investor confidence in the sector and all but frozen new IPOs. Listings in Hong Kong dropped off in 2012 owing to that market’s poor performance, but even if it recovers many private-equity-invested companies are too small to clear the Hong Kong bourse’s listing requirements. And in mainland China, the regulator has all but stopped new listings in Shanghai and Shenzhen for fear that new offerings would divert liquidity and drive lower two of the world’s most underperforming markets.

Analysts tip China’s domestic IPO market to come back to life this year. PricewaterhouseCoopers expects a combined 200 IPOs raising between 130 billion yuan ($20.7 billion) and 150 billion yuan on the Shanghai and Shenzhen stock exchanges in 2013, it said in a report. But that’s not going to clear the private equity backlog.

About 100 companies have already been cleared by the China Securities Regulatory Commission to list their shares, but are waiting for the market to improve. A further 800 companies have already filed IPO applications and are waiting for regulator’s nod. And according to Mr. Fuhrman, an additional 600 or 700 companies could be ready to apply as soon as the regulator signals it’s fully ready to take new applications. With many funds needing to return cash to their investors in the not-so-distant future, waiting for an IPO slot to open up is looking like the financial equivalent of a Hail Mary.

Traditionally, IPOs have been the preferred way for private equity investors in China to get their money out of companies they invested in. That’s in part because during the golden years of 2006 and 2007, sky-high IPO prices would result in a killing for investors that got in early. But it’s also because finding another company willing to buy the company you’ve invested in – a popular exit for private equity investors in developed markets – is seldom an option in China. Private equity investors usually take only a minority stake in Chinese companies, often because the entrepreneur who founded the firm is unwilling to relinquish control.

“To achieve [a] trade sale exit, the [investor] would need to persuade the majority owner, usually the person running the company, to sell out,” said the report. “Even in cases where that is possible, there is not an active market for corporate control in China. Few deals have been successfully concluded where a private entrepreneur, alongside a PE minority investor, has sold the business.”

The answer to this investment exit quandary might be secondary deals, whereby one private equity fund sells its stake in a company to another private equity fund, or in some cases sells its entire stable of companies to another fund. So far there have been very few such deals in China, but Mr. Fuhrman thinks they could be the way of the future.

“Despite the current lack of significant deal-making activity in this area, secondaries will likely go from current low levels to gain a meaningful share of all PE exits in China,” says the report.

Secondary deals are usually unpopular among investors that give their money to private equity funds. Large investors who have allocated money to a number of private equity shops see them as a waste of their money, particularly if one fund they’ve invested in sells to another fund they’ve invested in – all the more so if it’s at a higher price.

Secondary deals overseas often involve distressed assets – the kind a private equity fund is willing to sell at a loss just to be rid of them. But the deals Mr. Fuhrman foresees coming to the table in China would be of much higher quality, with funds forced to sell because they’re due to return cash to investors rather than because of any underlying problem with the investment.

The current quagmire is a problem that’s been building for some time, and private equity funds have so far proven reluctant to embrace secondary deals as an exit. But with the chances of getting an IPO done looking less like a bottleneck and more like the eye of a needle, major changes might be forced upon funds and the way they do business.

– Dinny McMahon

 

 

Two New CFC Research Reports

China First Capital (中国首创)published two new research reports, one in English and one Chinese. Both are now available for download here. The contents are different, as is the focus.

To download the English report, titled “Private Equity in China 2012: The Pace of Change Quickens“, Click here

For the Chinese report, “2012-2013 中国私募股权融资与市场趋势” Click here

In fact, “No Exit” would be the more appropriate title for a report about private equity in China this year. Jean-Paul Sartres famous play of that name is a conversation between three dead people stuck in hell. They are eternally damned. PE funds currently stuck inside Chinese investments with no way to exit are not in such a hopelessly miserable situation. But, some may be feeling that way.

Over the course of the last twelve months, first the US stock market, then Hong Kong’s, and finally China’s own domestic bourse all pretty much slammed the door shut on IPOs for Chinese companies. In previous years, over 300 Chinese companies would IPO. This year, that number will fall by at least 80%, maybe more. Stock markets in the US, Hong Kong and China all have slightly different explanations for the sharp drop-off in IPOs of Chinese companies. But, a common thread runs throughout: a deep distrust among investors and regulators of the accuracy of Chinese companies’ financial accounts.  The view is that a Chinese company’s IPO prospectus may be as much a work of fiction as the Sartre play. Under such circumstances, companies can’t IPO, and PE firms can’t find buyers for their illiquid shares.

China’s domestic stock markets were the last to bar the door against Chinese IPOs. Until mid-year, China’s all-powerful securities regulator the CSRC was continuing to process and approve IPO applications, and companies were going public at a rate of about five a week. Then, in July, the whole complex system of approving and placing IPO shares basically stopped functioning. A Chinese company called Xindadi (新大地) exposed a serious defect at the heart of the regulatory system in China. The CSRC’s primarily function is to stop any bad company with dodgy accounts from accessing China’s domestic capital markets. Layer upon bureaucratic layer is piled up inside the CSRC to prevent officials from conspiring together to let a bad company’s application pass through. The underwriter, the lawyers and accountants are also held legally accountable to detect and expose bad companies. Yet Xindadi managed to slip through.

Xindadi’s IPO application was approved by the CSRC and the company was waiting its turn to go public when media reports surfaced that described a rather clumsy, though, nearly-successful fraud. Xindadi’s financial accounts  turned out to be fake from top to bottom. Xindadi’s business model is aptly summarized by comments made nearly a century ago by the US Federal Trade Commission about another rogue outfit, ” fraud, deceit, misrepresentation, dishonesty, breach of trust and oppression.”

The Xindadi IPO was pulled before the underwriters could sell any shares. The CSRC went into a kind of post-traumatic shock from which it’s yet to recover. It basically stopped approving new IPOs in most cases. Meanwhile the number of Chinese companies who’ve filed for IPO continues to lengthen, and now is over 800. If and when the CSRC goes back to its previous rate of approving IPOs, which isn’t likely anytime soon,  it would take four years to clear this backlog.

Predictably, for PE firms in China,  “No Exit” has now turned into “No Entrance”. Not knowing when IPO windows will reopen, PE firms have mainly stopped doing new deals.  Chinese private sector companies, for whom PE is the main source of growth capital, are feeling the pinch. Equity capital, even for good companies,  is difficult, if not impossible, to come by. The abrupt cut-off of PE financing will certainly lead to slower growth and fewer new jobs in China.

IPOs of Chinese companies in the US, Hong Kong and China have been an important, if little recognized, part of China’s growth story over the last decade. They fueled the boom in private equity  — both the creation over the last five years of hundreds of new PE firms and the raising of tens of billions of dollars in new capital –  and with it, a huge increase in total net new investment into China’s private sector companies. Chinese investment, particularly spending by state-owned companies, and government-backed infrastructure projects, is still largely financed by bank lending. But, the equity capital provided by PE firms has played a key part in financing the growth of larger private companies in China.  PE money has underpinned increased competition, choice and economic dynamism in China.

Now that gusher of PE money has turned to a trickle.  What next for private equity and corporate finance in China? The two new CFC reports summarize some of the main developments and trends in private equity and capital markets this year, and makes some predictions about the year to come. The Chinese-language report was written, as are other CFC Chinese reports, for the specific use and reference of domestic Chinese business-owners and senior management. The key message is that it’s getting far more difficult for companies to raise money, either through private placement or IPO.

The English report focuses more heavily on what’s going on in the private equity industry in China. Unlike many, I remain overall extremely positive about the fundamentals in China, that PE investment in China’s growing private sector companies represents the best risk-adjusted investment opportunity in the world. While exits through IPO are far fewer, China’s strongest investment asset remains firmly in place:  the compounded genius of its millions of private entrepreneurs to create wealth and push forward positive social and economic change.

 

If This is Chinese Corruption, Give Me More!

All governments favor local businesses. Some do it better than others. China is among the best. The system of government support in China is more extensive, more fair and less prone to corruption than elsewhere. Surprised? Many will be, since they operate on the false, though comforting,  assumption that everything Chinese officials do is the result of bribe-taking.

The thing about corruption is, most of it, everywhere, is hidden from view. There is no real empirical basis to assess which countries have the highest corruption. Instead, everyone tends to fall back on the “Corruption Perceptions Index”  reports generated by a group called Transparency International. It does what it can to measure the unmeasursable. Its results get skewed by relying rather heavily on Western businessmen’s own perceptions about where bribery is most rampant. For many of these people, China fits the Western stereotype of a country whose officialdom seems rotten from top to bottom.

The reality is rather different. Look, I’m not saying China doesn’t have a corruption problem. It manifestly does. The country’s own leadership is frequently heard denouncing the problem of corrupt officialdom. Indeed, China’s outgoing Communist Party boss, Hu Jintao, warned this week that if not tackled, official corruption would  “cause the collapse of the party and the fall of the state.”

My point here is to discuss the productive, above-board and even-handed ways government in China, at every level, provides useful and valuable support to companies. Here, the comparison with the US is very stark indeed. Government favors in the US are mainly, and explicitly, sold to the highest bidder. It’s what drives much of the billions of dollars “invested” every year by companies, unions, lobbyists and individuals in political campaigns. You help a politician win, and he helps you then get a tax-break, a loophole, a sweetheart government contract, a loan guarantee, a no-bid contract, a regulatory exemption, an R&D grant, a zoning change.

In the US, the system of favors-for-money is so widespread, so deeply woven in the grain of the political system, that Americans don’t even bother to talk about it much. It’s as American as apple pie.

Let’s look at China. Buying off politicians is less visible, and outcomes are different, than in the US. China’s tax code is not the unwieldy monster it is in the US. It isn’t the product, as America’s is, of an anybody-want-to-buy-a-taxbreak system. In the US, General Electric can get away with paying no income tax despite billions in profits because it’s very good at working the system and buying the favors required to create tailor-made tax loopholes. In China, I know of no instance where a big and profitable company, including some very powerful SOEs,  pays no tax.

Big companies, especially SOEs, do get many special favors. One example:  the government tends to be very relaxed in its role as controlling shareholder. It seldom demands an SOE turn over a large percentage of its after-profits in the form of dividends. The Chinese system generally dings companies once, through profit tax, rather than twice.

Where China’s system of political favors works better than elsewhere is in spreading the perks far more widely and equitably. So, both state-owned giants and small entrepreneurial companies can both partake.  In the US, Europe or Japan, the system of political favors is “pay to play”. In China, it’s more a matter of maintaining a modest level of employment (probably above about 50 workers) and paying at least some of the taxes you nominally owe. Do that and the government will make available a wide assortment of grants and benefits, from land at low concessionary prices,  to investment credits and tax holidays to free infrastructure upgrades.

Again, what is most notable, and commendable, about the system of political favors in China is how much more inclusive it is. You don’t need to pay off a local official, or put his kid through college in the US. That sort of stuff may happen, and may for all I know bring even larger benefits. But, a payoff is not a prerequisite for a government favor or handout. In fact, the most valuable forms of government support I’ve heard of go to companies that successfully IPO. Nothing else. They don’t need to take government contracts or employ the mayor’s nephew. Companies are rewarded by the government for going public — which, by the way, given high IPO multiples in China,  is enough of a reward in itself. One reason companies get rewarded for going public is because it also is a big boost to local officials’ careers. In today’s China, a key metric used to evaluate local government officials’ job performance is how many local companies have IPO’d.

These newly-public companies are often, if not always, sold a piece of land to build a new headquarters on. The price of that land will almost certainly be sold to the newly cash-rich IPO company for a fraction of its market value.  I’ve also seen cases where a local government gives a plot of land, at a very low price, to a local company that successfully raises PE.

A case of rich getting richer? Perhaps. But, note, this valuable land is not sold to the guy offering the valise filled with untraceable $100 bills. It is a reward for achievement, not a backhander. I prefer this kind of businessman-to-politician transaction to what routinely goes in the US, or UK, where political parties, in return for donations,  sold knighthoods and other titles.

But, the land-for-IPO deals are a very small part of a very large whole, making up the totality of government favors and support available to businesses in China. The government in China has far more power and far more wealth at its disposal than anywhere else I’ve lived. In other words, it has complete discretion, as well as more prizes to dole out. The remarkable thing is how evenly they do try to spread their help around.

In the US, a small businessman is told by the newly-reelected President he is a “millionaire and billionaire”, and should cough up half his income in taxes, with little special in return. The same scale businessman in China pays less punitive rates and is rewarded by government with favors that help his business grow, and his profit margins increase. If this is corruption, give me more!

 

 

Dollars No Longer Welcome

2012 is going to be a bad year for new dollar investment in Chinese financial assets. This reverses what was thought to be, only a few years ago, an irreversible trend as more of the world’s largest and most sophisticated investors sought to increase the asset allocation in China. It’s not that China has fallen out of favor with institutional investors. If anything, China’s comparative strengths — in terms of solid +7% economic growth, a vibrant domestic consumer market, reasonably healthy banks, prudent fiscal policy — stand in ever starker contrast with the insipid economies and improvident governments of Europe, the US, Japan.

So, how come fewer dollars are flowing into China? The main reason is that the stock markets in the US and Hong Kong have fallen out of love with Chinese IPOs. These two stock markets have been the primary source for more than a decade of new dollar funding for domestic Chinese companies. Just two years ago, Chinese companies accounted for one-third of all IPOs in the US. The IPO market for Chinese companies listing in Hong Kong was even hotter. Last year, almost $70 billion was raised by Chinese companies listing on the Hong Kong Stock Exchange.

Dollars raised in New York or Hong Kong IPOs were converted into Renminbi, then invested to fuel the growth of hundreds of Chinese private companies and SOEs. Stock markets in London, Frankfurt, Seoul, Singapore, Sydney also provided access for Chinese companies to list and raise capital there. Overall, the international capital markets have been a key source of growth capital for Chinese companies, and so an important part of China’s overall economic transformation.

This year, the US will probably host fewer than five Chinese IPOs, and the total amount raised by Chinese companies in Hong Kong will be down by at least 65% from last year. The two other sources of dollar investment in Chinese companies — private equity and institutional purchases of Chinese shares — are also trending downward. Of the two, PE money was by far the more important, particularly over the last decade. In a good year, over $5 billion of capital was invested into private Chinese companies by PE firms. But, rule changes in China began to make dollar PE investing more difficult starting five years ago. It’s harder now to get permission to convert dollars into Renminbi, and Chinese companies can no longer easily create offshore holding company structures to facilitate dollar investment and an eventual exit through offshore IPO.

Rule changes slowed, but didn’t stop, dollar PE investing in China. The bigger problem now is that stock market investors in the US, and to a slightly lesser extent those in Hong Kong, no longer want to buy Chinese shares at IPO. It’s mainly because retail and institutional investors outside China distrust the quality and truthfulness of Chinese corporate accounting. If offshore IPOs dry up, dollar PE investors have no way to cash out. M&A exit is still rare. The twin result this year: less dollar PE money entering China, and also a steep drop in offshore IPO fundraising for Chinese companies.

Consider what this means: the world’s largest pools of institutional capital are finding it more difficult to invest in the world’s fastest growing major economy. This makes no financial sense. Chinese companies have a huge appetite for growth capital, and have the potential to achieve high rates of return for investors. Investment in China’s private entrepreneurial companies remains perhaps the best risk-adjusted investment class in the world. But, all the same, this year will see a steep drop of new international investment in Chinese companies.

Perhaps partially to compensate, China this year has liberalized the rules somewhat to allow international institutions to buy shares quoted in China. But, since that money goes to buy shares held by other investors, rather than to the company itself, investing in Chinese-quoted shares has little, if any impact, in filling Chinese companies’ need for growth capital. The appeal of owning China-quoted shares is hardly overpowering, as the market has been a poor performer overall, and share prices are more propelled by rumor than fundamental value.

At any earlier time in recent history, a dramatic drop like this year’s in new dollar investment into China would be felt acutely by Chinese companies. But, as dollar investing has dried up, Renminbi investing has more than filled the gap. The Shenzhen and Shanghai stock markets are now far larger sources of fresh IPO capital for Chinese companies than New York or Hong Kong ever were. Also, Renminbi PE firms have proliferated.

For a mix of reasons, China is now, arguably, more financially self-reliant than it has been since Mao’s day. Autarky used to be state policy. Now, it is a consequence of China’s own rising affluence and capital accumulation, together with some nationalistic policy changes and the fall-off in interest among international investors to finance Chinese IPOs. Ironically, as China has been drawn more into the global trade and financial system, its need for external capital has lessened.

That is unfortunate. Dollar investment in China benefits both sides. It offers dollar investors higher potential rates of return than investing in mature developed economies. This means better-funded and more generous pensions for American and European retirees. For Chinese companies, dollar investors usually tend to be more hands-on, in a good way, than Renminbi funds. So, they help improve the overall competitiveness, professionalism, corporate governance and strategic planning of the Chinese firms they invest in. Many of China’s best entrepreneurial companies — including well-known firms like Baidu, Alibaba, Tencent, as well as hundreds of domestic Chinese brand-name companies few outside of China have heard of– were nurtured towards success by dollar investors.

Since just about everyone wins from new dollar investing in China, what can be done to reverse this year’s big slide? The answer is “not a lot”. I don’t see any strong likelihood that international investors will grow less allergic to Chinese IPOs. Renminbi PE and IPO funding for Chinese companies will continue to grow strongly. Only the removal of capital controls in China, and full Renminbi convertibility, would change the current situation, and lead, most likely, to large new flows of offshore capital into China.

But, full Renminbi convertibility is nowhere in sight. For the foreseeable future, China’s growth mainly will be financed at home.

 

 

 

China’s Soda Wars

(New Jia Duo Bao can on left, with the new SOE-owned Wang Lao Ji can on right)

Imagine this scenario. Coca-Cola is sued for bribery and trademark infringement. It loses in arbitration and beginning the next day it is banned from selling soda under its iconic brand across the US. It immediately switches to a new name, keeping the original packaging design and colors. Meantime, the victor in the lawsuit starts selling a soda under the name Coca-Cola using the same script lettering, same can design as the original, and tasting pretty much exactly like Coke.

Sounds far-fetched, doesn’t it? But, this is precisely what’s going on now in China.  After a arbitration hearing filled with lurid tales of bribery and corruption, the country’s most popular and most famous soft drink changed hands overnight. The brand is called Wang Lao Ji, (王老吉). Everyone in China is familiar with it. It’s a soft drink made from Chinese medical herbs. It outsells Coke by a significant margin in China. Like Coca-Cola, Wang Lao Ji’s recipe was first dreamed up by a pharmacist during the 19th century, and the exact formula remains a secret. In 1949, the Chinese government nationalized the private pharmacy that owned the Wang Lao Ji recipe.

Twelve years ago, a Hong Kong company called Hong Dao Group licensed the Wang Lao Ji brand name from a state-owned medical products company based in Guangzhou. Hong Dao is owned by the descendants of Wang Zebang, the original inventor of Wang Lao Ji back in 1828.  Hong Dao invested heavily to create China’s first home-grown soft drink megabrand, borrowing many of the same techniques that Coca-Cola pioneered, including saturation advertising and efficient nationwide distribution.

Last year, Hong Dao sold about three billion (yes, billion) cans of its Wang Lao Ji. The price, at around Rmb 4 (US 75 cents) per can,  is higher by about 40% than the price Coke charges in China. At that price, gross margins must be about the highest of any legal product sold in China, probably +80%.

Since May, when it lost the arbitration case, Hong Dao has been forbidden to sell Wang Lao Ji in China under that name. So, overnight, the company switched to a new name, Jia Duo Bao (加多宝)but kept the original colors and packaging intact. Just as quickly, the Guangzhou SOE, called Guangzhou Wanglaoji Pharmaceutical Co., Ltd. (广州王老吉药业有限公司), a subsidiary of the state-owned Guangzhou Pharmaceutical Holdings Limited (广州医药集团有限公司), began selling its own version of Wang Lao Ji in a can almost identical to the one used up to then by Hong Dao.

So now there are two drinks, with two different brand names, owned by two different companies, with similar if not identical taste, being sold in almost identical cans. The famed Coke-Pepsi rivalry in the US seems like a quaint antique by comparison.

Who benefits most? At the moment, it’s the ad agencies and television stations. Both companies are now pouring in tens of millions of dollars into tv advertising to influence Chinese customers. The ads ran during almost every prime-time commercial break during coverage of the Olympics. The ads are hard to tell apart, with lots of smiling and zesty young people partying and toasting one another with red cans. Hong Dao’s ads hint that the new drink is same as its old Wang Lao Ji, but without actually mentioning that name.

During the arbitration, detailed were revealed about the way Hong Dao originally secured the license in 2000 to the Wang Lao Ji name. It turns out a manager at Guangzhou Pharmaceutical Holdings agreed to take a bribe of about $500,000 in return for giving Hong Dao a sweetheart deal. Hong Dao paid less than $1 million a year for the rights to use the Wang Lao Ji brand name in China, even as annual sales of Hong Dao’s product reached Rmb 16 billion, ($2.5 billion.)

The manager who took the bribes was given a long prison term for misappropriating state property.Perhaps anticipating it might lose the arbitration case, Hong Dao began last year putting the name Jia Duo Bao, in small letters, on its Wang Lao Ji cans.  When the arbitration decision was announced, both companies reacted with breathtaking speed and efficiency. Hong Dao pulled all its Wang Lao Ji cans and almost immediately had its new Jia Duo Bao aluminum cans in stores. The SOE too clearly had everything geared up, awaiting the court decision. Its version of Wang Lao Ji was quickly on shelves across China. The SOE says the red can’s sales in July grew ten-fold compared to the previous month.

At this point, neither company is competing on price. Nor is there any sign that the overall market for this drink is growing much. So, the likely effect will be to split the 2011 Rmb16 billion of annual sales revenues by around 50-50. Guangzhou Pharmaceutical Holdings’ stock price has shot up, anticipating a flood of profits from selling its Wang Lao Ji in the familiar red cans.  Guangzhou Pharmaceutical Holdings surrendered the tiny annual licensing fee from Hong Dao, and now own outright what is arguably among China’s ten most famous brands.

Watching from the sidelines, I remain somewhat amazed that the two companies did not reach some kind of settlement rather than going through the arbitration process. I find Chinese generally to be very practical in business, and loathe to settle disputes in court. Given Hong Dao’s revenues and likely profits from selling Wang Lao Ji, it seems it could have put much more money on the table and persuaded Guangzhou Pharmaceutical Holdings to continue to license the brand. Switching to Jia Duo Bao has imposed heavy marketing and re-branding costs at a time when its previous monopoly market share is under serious attack.

Not that long ago, of course, China was mainly a market for all kinds of knockoff products — or to use the Chinese phrase, “shanzhai” 山寨. There was little interest in or defense of trademarks and copyright. Go back 30 years to when I first came to China, and there were few, if any, brands at all. That has all changed very markedly, particularly within the last two years.

China’s consumer market, within a decade, will likely overtake the US to become the world’s largest. With consumers shifting en masse to buying brand-name products, all brands active in China, both domestic and global, across just about every product category, are scrambling for every nano-unit of market share.

In the case of Wang Lao Ji and Jia Duo Bao, never in such a short time has such a large consumer market, the one for Chinese soft drinks, been so completely ruptured and so completely remade.