General Overview of Private Equity and Venture Capital
Companies use different investment vehicles to source capital for financing their business operations. Two common vehicles are private equity funds and venture capital. While many people confuse private equity and venture capital, the two aspects are quite different. Their approach to investment is also different. The reason why the two are often confused is that they both involve corporations buying ventures from other firms and then exiting the market by reselling these investments via equity financing.
Initial public offer (IPO) is an excellent illustration of a common equity-financing tool. Equity financing encompasses both public and privately traded companies. It can involve a small amount of capital or even billions, depending on the size of the target business.
Venture capital for its part is concerned with companies that are first entering the market. As such, it is involved in raising the initial capital. This paper will discuss private equity and venture capital, outlining examples, and differences between the two vehicles. In the second section, the paper will proceed to discuss these investment vehicles in the United Arab Emirates (UAE) market observing how they are adopted and utilized. In the third section, the paper will narrow down to Abraaj Group, a private equity company. The paper will discuss this company in light of its equity operations.
What is Private Equity?
Private equity generally refers to capital that is not enlisted in the public stock exchange. The term is used to encompass different forms of equity, including venture capital funds, private equity funds, and special situation funds among others. Private equity firms engage in buyouts, often targeting underperforming businesses, which can then be acquired cheaply. Private equity firms can invest directly in the stock of private companies or engage in buyouts of public companies (Lerner, Hardymon, & Leamon, 2012).
The aim is usually to resell these acquired companies after they appreciate it later. When public companies are bought out through private equity, they are often delisted from the public stock exchange. In contrast to private equity, publicly held businesses involve listing stock on an exchange, then selling it to a large number of members of the public. The ability to increase profitability is critical in private equity since it determines whether the private equity firm will make profits eventually.
Private equity funds emanate directly from institutional investors and other accredited investors. These investors are capable of assigning large sums of money to the endeavor over a long period. This strategy is important because private equity firms often require extended periods to attain a turnaround for underperforming businesses. The turnaround is the selling point of private equity. Sometimes, private equity firms may engage in liquidity processes through IPO before the turnaround is attained. According to Lerner et al. (2012), the private equity market has been strengthening steadily since the 1970s.
Where extra-large companies are involved, private equity firms often pool funds to raise enough equity funds to acquire them. The extra money required may be obtained through commercial loans or leveraged buyouts (LBOs). LBOs involve taking out huge loans to finance the acquisition cost. LBOs are special since the assets of the company being acquired pass as collateral for these loans coupled with assets of the private equity firm (Pearl & Rosenbaum, 2013). Therefore, LBOs are an efficient way of raising capital by equity firms. Figure 1 is a representation of the amount of buyout and PE funds in general in the US. The chart further indicates that 2016 had the highest amount of both buyout funds and PE.
Another advantage of leveraged buyouts is that they allow equity firms to acquire large companies without committing large sums of capital to the cause. Axelson, Jenkinson, Strömberg, and Weisbach (2013) observe that LBOs contain a relatively large ratio of debt to equity. For instance, the debt can be as high as 90% while equity may be as low as 10% in an LBO. Due to the high debt/equity ratio, a special type of bond is established known as “junk bonds”, which is different from the one that is assigned in investment-grade capital. Leveraged buyouts are not without criticism.
Most people view LBOs as a ruthless and predatory tactic of acquiring companies, especially because the target company is not involved in sanctioning the acquisition process (Axelson et al., 2013). Further, it is often regarded ironically that the target company’s assets could be used as collateral in the buyout, leading to the famous term “hostile takeover.” However, as a general requirement, the acquired company should be maintained at a profit-making stance. This plan may be seen as an effort to prevent the equity investors from continuing to earn returns when the acquired company is not improving at all.
In the past, some leveraged buyouts would lead to the inevitable bankruptcy of the acquired firms because the leverage ratio was almost 100%, thus making the company’s operating capital inadequate to sustain itself. One of the biggest buyouts in the United States involved the acquisition of Hospital Corporation of America (HCA). In 2006, Kohlberg Kravis Roberts & Co. (KKR), Bain & Co., and Merrill Lynch paid a sum of $33 billion to acquire HCA.
The takeover culture blossomed in the 1980s when the Ronal Reagan administration made it possible for underperforming businesses to be acquired in a bid to increase their prospects (Huang, Ritter, & Zhang, 2016). In 1982, taking a cue, the Supreme Court nullified all laws that had declared takeovers illegal. Also, the reduction, relaxation, and removal of previous industrial laws that had been restrictive allowed the takeover culture to blossom. Therefore, multi-billion dollar companies became capable of acquiring other firms with relatively small capital.
LBOs are riddled with risks mainly because of the large period required for the turnaround. Sometimes, the takeover is fought by employees and managers of the acquired company. This infighting can lead to deliberate loss-making, thus necessitating even further takeovers. Additionally, the acquitting firm may not understand the preexisting correlation between the acquired company and the community (license to operate).
In the modern world, license to operate is seen as essential goodwill for companies to remain in smooth business operation. Therefore, it is not difficult to imagine how a hostile takeover can turn out to be counterproductive for the acquiring firm. When PepsiCo acquired Quaker Oats in 2001 to become the fourth largest consumer products company in the world, the employees of the acquired company felt that the move was illegal and contrary to the public interest (George & Lorsch, 2014).
Venture capital is inherently different from the mechanisms of private equity funds. One of the key differences is that capital venture firms only acquire about 50% or less of the controlling stock while private equity firms acquire 100% share capital. As a general practice, capital venture firms invest in startups, which have high growth potential (Lerner et al., 2012). Therefore, venture capital firms target promising companies that do not have access to capital markets.
Because these companies are young, investors can have a hand in the future direction that the company takes. As an incentive to attract investors, owners of the startups may grant certain powers to the capital venture investors. For instance, as part of the incentive, the owner may grant the investor the right to hire staff members, as well as offering a portion of the return on investment to him or her.
One significant aspect of capital venture equity is that it is risky. The business has not taken shape. Therefore, decisions to acquire equity are made purely on speculation. If the business does not take off, the venture capitalists stand to lose their investment. However, the risk of failure is compensated by the fact that investors get a say in how the business is managed. This situation may be seen as mitigation for potential failure because the investors are empowered to steer the company in the direction they wish. Just like private equity, venture capital is obtained from investors with large disposable sums of money, as well as from investment banks.
Additionally, pooling of funds may be done to raise venture capital. Importantly, venture capital is not restricted to monetary value. Sometimes, the investment may be done by way of the much-needed managerial expertise to assist the startup up to take off (Lerner et al., 2012). Venture capital is becoming an important way of raising capital for small businesses mainly because financial institutions are not usually incentivized to big loan sums of money to startups that do possess any meaningful portfolio.
‘Angel Investors’ lie in the class of high-net-worth individuals (HNWIs) who fund up-and-coming businesses. Hence, they function much the same way as venture capitalists. The National Venture Capital Association (NVCA) is an association of venture capital firms in the US. These firms pool resources together and engage in collective investment bargains targeting innovative ventures. It is not automatic that venture capitalists will exit the investment once they have made their return on investment.
Sometimes, venture capitalists can form long-term partners in the business. According to Collewaert (2012), venture capitalists are more likely to remain in the business if their goals match those of the owners, resulting in a minimal goal conflict. On the other hand, venture capitalists are often likely to take off once they foresee an uncertainty in the business.
A business that is looking to be funded submits a proposal to the venture capital firm or HNWI. The proposal may succeed or be rejected depending on the appraisal criteria used by the potential investor. If the investors are interested in the business, they usually perform a thorough investigation to establish its legitimacy, as well as prospects. Other aspects that are considered important include the business’ operating history, its model, management, and/or how its products have fared in the market (Lerner et al., 2012).
Once due diligence is concluded to the contentment of the venture capital, it proceeds to pledge its contribution (a venture capital) in exchange for equity. Capital is primarily provided in rounds. Before supplying the next round, the capital venture firm may demand certain criteria to be met to avoid funding a business without prospects. Exit usually occurs between 4 to 6 years since the initial investment was made. Exit happens by way of merger, acquisition, or IPO.
Private Equity and Venture Capital in the UAE
The Markets and Deals in the UAE
Private equity in emerging markets began experiencing steady growth in the early 1990s. Markets in China, Russia, the Middle East, and Africa received a large influx of western firms seeking to diversify their investments in those regions. Lerner et al. (2016) point out that emerging markets have since grown considerably in key areas, including private equity and venture capital. Figure 2 below represents the growth of the fundraising environment across the world. It offers a comprehensive side-by-side comparison of the emerging markets against developed markets such as those found in the US and European economies. The data captured includes capital ventures, special situations, and secondary investments. (Lerner et al., 2016).
The UAE’s equity forms part of the emerging market. Because it was a relatively recent phenomenon up to much recently, emerging economies had engaged in deregulation laws to facilitate an environment that was conducive for private equity. Takeovers and venture capital were particularly strange to the emerging markets where businesses used to raise funds strictly through debt financing. Western firms were the first to arrive in Dubai after markets were deregulated. In 2002, one of the pioneers in the UAE private equity firm, Abraaj Group, was created. Abraaj’s entrance into the market was in fact by way of a takeover after founder Arif Naqvi and his team acquired a failing colonial-era company, Inchcape (Dunkley, 2013).
The UAE has a free and robust economy that reflects Western capital markets. This situation has enabled private equity and venture capital firms to thrive in the country. Augustine (2014) observes how the UAE is leading with private equity investments in the Middle East and North Africa (MENA) region, owing to the dynamic economy. In 2012, the UAE’s fundraising environment reported a high growth, but which slumped slightly in 2013 (Augustine, 2014).
Nevertheless, private equity and venture capital continue to be some of the leading sources of capital in the nation, despite being affected by the Middle East war crisis, which has recently resurged in Syria and Iraq. Areas that have shown a particularly significant growth include information technology (IT), healthcare, and telecommunications. According to Augustine (2014), 30 percent of the total investment volume in 2013 came from IT, with the majority of the investment being venture capital. The high amount of venture capital is an indication that many startup companies are sprouting, especially in the IT sector.
Private Equity Trend
In 2015, the private equity industry continued the positive trend, returning significant capital to the investors. This trend was partly because of the strong seller’s environment. According to Kallergis (2016), private equity firms were able to complete 2309 market exits, thereby generating $569.3 billion in revenue. It is important to observe that the first private equity firms in the region were from the West.
Currently, J.P Morgan Global Wealth Management has been an instrumental part of the UAE’s private equity market. Additionally, considering the amount of private equity capital generated worldwide, the UAE features as a significant private equity market. Setting aside distribution, $527 billion was raised globally, as private equity and investment opportunities were still available at the close of the 2015 financial year (Kallergis, 2016).
Equity firms in Dubai are beginning to shift their focus to smaller companies (SMEs) as the more established firms become crowded with numerous investors. This observation is a break from the traditional practice of private equity capital firms where they only focus on the more established but poorly performing enterprises. Additionally, SMEs are becoming important to private equity firms since they often add value through effective governance, thus influencing the SME’s business prospects in what appears to be a mutual relationship.
Ordinarily, private equity, and venture capital firms target businesses that have long-term prospects, with the turnaround coming five to ten years later. Hence, SMEs can form a favorite candidate for investors, especially where prospects are expected to grow over an extended period. Additionally, these small businesses often require managerial expertise, which the experienced investors can readily provide.
Private equity in the UAE has been experiencing steady growth since the early 2000s, except for the great recession period. The expansion of the alternative capital firms redefined the business landscape, thus attracting even more investors into the MENA region. The annual private equity (PE) in the MENA region rose from $148 million to $3.8 billion between 2004 and 2007 (Bain & Company, 2010). However, the 2008 economic recession led to a sharp drop in PE capital.
The period after the recession was nevertheless marked by considerable growth with 2015, marking the highest PE capital raised in the region. Saadi (2015) observes that the recent drop in oil prices has not affected the private equity market. As such, firms are continuing to deploy funds for exiting mature investments. The dawn of 2015 marked the highest private equity funds raised for takeovers in Dubai. Funds are raised from investment banks and other accredited investors. For instance, Gulf Capital raised $750 million, being its third and largest PE fund, causing the assets under its management to soar to over $3.3 billion.
Abraaj for its part raised about $1.3, which was used to acquire three investments, two in sub-Saharan Africa and one in North Africa (Saadi, 2015). Investcorp’s managing director, Mohamed Sammakia, projected that 2016 would be an even busier year compared to 2015 regarding takeovers and venture capital investments (Saaadi, 2015). Political stability has since returned in some MENA countries such as Egypt and Qatar. The situation has caused investors who had fled the region to make a comeback.
In 2012, the UAE’s Security and Commodities Authority (SCA) issued rules regarding domestic and foreign investment. The rules had been long-awaited by private equity firms, which felt they would greatly affect how they conducted business (AQ, 2010). A draft of the same rules had been made public in 2011, causing speculations on how the market would be affected once the rules began to operate.
According to AQ (2010), the new regulations marked a shift in the manner by which funds are promoted in the country. SCA for its part felt the rules would lead to a more open investment arena, hence attracting more investors. Additionally, SCA projected the regulations would encourage stability in the capital market. A significant feature of the regulations is that they are shaped to allow greater liquidity and/or attract more investments (AQ, 2010).
However, critics were quick to observe that the new regulations would place Dubai International Financial Centre (DIFC) at a place of disadvantage (AQ, 2010). DIFC, located in Dubai, has been operating as an independent jurisdiction, complete with its commercial regulations. Funds raised in DIFC have been an instrumental source of investment capital in the wider UAE. However, SCA regulations regarded the funds raised at DIFC as forming foreign capital. This declaration would deny DIFC –affiliated investors the same privilege accorded other domestic investors. Some of the investors who have been affected by this particular regulation include private equity and venture capitalists.
How private equity firms are shaping the UAE Capital Market
Private equity and venture capital are commonly known as alternative capital since they are available via non-traditional means. Additionally, private equity firms and venture capitalists are usually well connected. This situation can be an added advantage for the acquired firm. Also, under private equity and venture capital, large sums of money are available, which would otherwise not be accessible through traditional means such as stock listing or bank loans.
In the UAE, private equity has transformed the capital market in many ways. Startup companies are usually not willing to seek debt financing through bank loans. Also, banks may be reluctant to fund start-up businesses because of the high rate of failure. For these two reasons, venture capitalists are quite helpful to companies that cannot raise capital via debt financing. For underperforming businesses, their stock may not be capable of raising enough capital to restore the business. Through the takeover, private equity firms can supply the required capital, hence restoring the underperforming business to its initial position.
Private equity firms form an essential part of the UAE’s investment market. They usually take over poorly managed firms to turn them around. By modifying the company’s structure and replacing its management, private equity firms can turn around these underperforming businesses. However, despite a large number of private equity firms in the country, LBOs are still unpopular. Pettit and Khansaheb (2014) argue that the reason leveraged buyouts are still not popular in the UAE is that the high debt to equity ratio involved scares away potential investors.
Additionally, many financial institutions have strict rules that regulate debt. As such, they may be unwilling to fund private equity firms. Also, many businesses in the Middle East are family-owned, which means they may be reluctant to allow the hands-on management approach that LBOs demand. Nevertheless, private equity remains a major source of alternative capital in the country.
Private Equity Firm Case Study: Abraaj Group
Abraaj Group is a multinational company with branches in various countries. Its main offices are in the UAE within the Dubai International Finance Centre (DIFC). The company focuses on the growth markets in Asia, Africa, and Latin America. A significant portion of its investments is in the private equity sector. The company is also involved in venture capital, assisting startups to gain momentum, and then withdrawing its investments at the opportune moment. As a private equity firm, Abraaj has made over 140 investments in different countries (Pettit & Khansaheb, 2014).
The businesses include Acurio, a restaurant based in Peru, KPNAcademy in Thailand, and Libstar, which is a food company from South Africa. Abraaj Group is currently headed by ArifNaqvi who is the chief executive. MacBride (2015) explains that Abraaj has about 300 limited partners, among them the European Investment Bank and World Bank’s International Finance Corporation (IFC). Industries that Abraaj is involved in include oil and gas, agriculture, auto parts, and leisure facilities among many others.
Abraaj Group as a Venture Capitalist
Abraham is actively involved in building small and medium-sized (SMEs) companies in the areas where it operates. It accomplishes this agenda by way of extending venture capital to these firms. The rapidly expanding market of UAE has encouraged many SMEs to sprout. Many of these companies have impressive products and services but lack the capital to expand their reach. Abraaj identifies companies with high growth potential, but only lacking adequate capital to guarantee sufficient growth. Through venture capital, Abraaj extends funds to these SMEs in exchange for equity share (The Abraaj Group, 2016).
On 19th April 2016, Abraaj announced that it had injected $30 million into Ninja LogisticsPte Ltd, a Singapore-based Logistics Company. The investment in Ninja Logistics illustrates just a single case of the many venture capital investments that Abraaj has undertaken.
Abraaj invests in companies that have promising long-term growth. For instance, Ninja Logistics is a logistics company that provides e-commerce opportunities across Singapore, Indonesia, and Malaysia. It has the potential to expand immensely into other markets of South East Asia such as the Philippines, Thailand, and Vietnam. By investing in promising companies only, Abraaj avoids engaging in risky investments where the startups never take off. Startup failures are very high in the current competitive market. Therefore, it is only natural for investors to conduct a thorough investigation regarding a startup’s prospects. Failed startups can lead to unprecedented losses, especially where the venture capitalist has made a huge investment.
More recently, Abraaj’s management has shifted its attention to Africa, which the company terms as the subsequent territory for unparalleled development-driven principally by customer expenditure (Ventures, 2011). Currently, the company has over $2.2 billion of its assets invested across the continent. Naqvi explains that the company plans to increase its African investment even further in the coming years (Ventures, 2011).
Part of Abraaj’s success is attributed to concentrating its investments in the most difficult areas where other investors have avoided. For instance, while many investors fled from the Middle East at the onset of the most recent conflicts in the region, Abraaj remained and continued to expand its investments in the region. Naqvi considers the emerging markets as the ideal investment hubs because of unexploited opportunities (MacBride, 2015). The company has also supported numerous startup companies in its home turf [UAE] through venture capital investments.
Abraaj has engaged in numerous buyouts, both in Dubai and in other regions. The company is the biggest private equity firm that engages in buyouts in the region (Sharif, 2009). During the 2008 financial crisis, Abraaj made numerous buyouts when companies collapsed amidst financial difficulties. The company manages assets worth over $7.5 billion. The assets enable it to acquire even large companies. Additionally, Abraaj is well connected.
It has a network of limited partners, which pool resources to enable the extra-large buyouts. According to Naqvi, the best buyout opportunities exist in oil and gas because they are greatly affected by price fluctuations (Sharif, 2009). In 2002, Abraaj acquired Aramex PJSC at $65 million and later sold it in 2005 at 6.6 times the initial investment amount (Sharif, 2009). Success stories such as Aramex’s have made Abraaj even bolder in its efforts to buy out more companies. Dunkley (2013) describes Abraaj’s takeovers as “fearless.” The company was among the first businesses in the UAE to engage in buyouts.
One of Naqvi’s key strategies for surviving in the more difficult environments is through having local offices. Naqvi explains that maintaining a local office helps the company to remain in touch with the local market, which in turn helps it in retrieving important information (MacBride, 2015). Information is critical in the capital equity market, especially where the equity firm wishes to establish the prospects of the acquired company.
Abraaj engages in large-scale buyouts. For this reason, it is important to ensure that crucial information about the company is obtained before undertaking the buyout. In the past, companies have engaged in leveraged buyouts only for the acquired company to end up bankrupt. Naqvi also credits his company’s ability to remain in touch with local markets as the reason why Abraaj has outsmarted foreign equity firms, which ventured in the UAE long before Abraaj was created (Dunkley, 2013).
Leveraged Buyouts (LBOs) at Abraaj
The culture of hostile takeovers that is prominent in the west has not been reflected in the Middle East. While private equity in the western markets is motivated by the need to attain operational efficiency, the same plan is adopted in the Middle East with the motive of assisting businesses to transform themselves (MacBride, 2015). While leveraged buyouts do not contradict the Sharia law, the high debt to equity ratio would be seen as being in contravention to the Islamic regulations. Sharia law is against excessive debt in the market.
This attitude has kept the LBO culture at bay. Nevertheless, Abraaj identifies underperforming businesses before sending them a buyout proposal. The difference between Abraaj’s approach and the western buyout culture is the amount of debt involved. In other words, while a high debt ratio is involved in the West, Abraaj’s buyouts have a minimal debt to equity ratio. As the region becomes more open to secular ways of doing business, this attitude toward LBOs may change.
Naqvi has reiterated that private equity in the emerging markets is more dedicated to providing growth capital (MacBride, 2015). This approach is devoid of the “predatory” approach of the West where healthy businesses pounce on underperforming firms to obtain a quick buyout.
Therefore, a fundamental difference is apparent in attitude between LBOs in the West and emerging markets such as the UAE. Additionally, private equity in emerging markets attempts to promote inclusiveness by engaging in charity efforts. Abraaj engages in a range of philanthropy efforts. According to Dunkley (2013), 5% of the company’s top-line fee income is directed to Abraaj’s social investment program. Abraaj Strategic Stakeholder Engagement Track (ASSET) is responsible for establishing hospitals, storehouses, and literacy programs aimed at promoting education.
Private equity is a general term that encompasses equity that is not listed on the public stock market. It includes private equity funds and capital ventures. Private equity firms and venture capital firms both engage in acquiring other companies with the hope of reselling them later. In both cases, the acquired firm is made private immediately after it receives the funding. Nevertheless, private equity funds and capital ventures are different and should never be confused.
Private equity firms acquire established, but underperforming businesses, often trough LBOs. On the other hand, venture capitalists invested a percentage of their equity in a startup company expecting a high return on investment later. Therefore, while private equity firms are looking specifically for large but underperforming firms, venture capitalists target small and promising businesses.
After experiencing massive growth in the US and European markets, private equity spreads into emerging markets among them the UAE. The UAE is now the home to many private equity firms such as Abraaj Group. Market deregulation in the UAE has encouraged numerous equity firms to thrive in its market, undertaking leveraged buyouts and capital venture investments. Abraaj is one of the most successful private equity firms in the country.
It has branches across three continents. As a key distinction from buyouts in the west, private equity firms in the Middle East do not engage in high debt LBOs. The strict Sharia law regulations are opposed to the high debt arrangement common in LBOs. Nevertheless, Abraaj continues to thrive in the Middle East private equity market, setting the pace for other companies, including foreign investors.
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