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FOCUS DEAL OF THE WEEK A founder’s friend? Asian corporate culture means VCs are loath to replace founder-CEOs Page 7 Alignment of forces Shifting GP-LP relations under the microscope Page 10 Pedals to the metal GoGoVan and 58 Suyun fuel up for expansion Page 12 Barnaby Lyons of Bain Capital Credit Page 15 Navis poultry play leads to China agri payout Page 12 Affinity backs Lock & Lock for regional growth push Page 13 What regulation means for China outbound M&A Page 3 Accel, Blackstone, DSG, EDBI, GGV, Hillhouse, IDFC, IDG, J-Star, KKR, Matrix, Mercury, MSPEA, Norwest, Qingsong, Samara, SDIC, Sequoia, TPG, Yunfeng Page 4 EDITOR’S VIEWPOINT NEWS DEAL OF THE WEEK INDUSTRY Q&A Asia’s Private Equity News Source avcj.com September 05 2017 Volume 30 Number 33 An Acuris company

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FOCUS DEAL OF THE WEEK

A founder’s friend?Asian corporate culture means VCs are loath to replace founder-CEOs Page 7

Alignment of forcesShifting GP-LP relations under the microscope Page 10

Pedals to the metalGoGoVan and 58 Suyun fuel up for expansion Page 12

Barnaby Lyons of Bain Capital Credit Page 15

Navis poultry play leads to China agri payout Page 12

Affinity backs Lock & Lock for regional growth push Page 13

What regulation means for China outbound M&A Page 3

Accel, Blackstone, DSG, EDBI, GGV, Hillhouse, IDFC, IDG, J-Star, KKR, Matrix, Mercury, MSPEA, Norwest, Qingsong, Samara, SDIC, Sequoia, TPG, Yunfeng Page 4

EDITOR’S VIEWPOINT

NEWS

DEAL OF THE WEEK

INDUSTRY Q&A

Asia’s Private Equity News Source avcj.com September 05 2017 Volume 30 Number 33

An Acuris company

SAVE US$300全球视野,本土机遇

Simultaneous translation is available

The China M&A Forum returns to Shanghai this October. Join 270+ senior corporate investors, fund managers, M&A advisers and policy makers from across the globe to discuss the latest drivers, key opportunities, and most pressing challenges affecting M&A in and out of China.

Sponsorship Enquiries: Darryl Mag T: +852 3411 4919E: [email protected]

Registration Enquiries:Anil Nathani T: +852 2158 9636E: [email protected]

Sponsorship Enquiries: Darryl Mag T: +852 2158 9639E: [email protected] Enquiry

China M&A Forum中国企业并购论坛 2017

19 October 2017 l Four Seasons Hotel Pudong, Shanghai2017年10月19日 l 上海浦东四季酒店

GLOBAL PERSPECTIVE, LOCAL OPPORTUNITY 全球视野 , 本土机遇

270+ 100+ CorporatesParticipants CountriesSpeakers 20 37 2016 Forum key statistics:

w w w. c h i n a m e r g e r s . n e t

Shuang ChenExecutive Director and Chief Executive Officer CHINA EVERBRIGHT LIMITED

Keynote

8 September (THIS FRIDAY)

and book before

Co-Sponsors

Wi-Fi Sponsor Exhibitors

Co-hosted by:

Early confirmed speakers to attend include:

Clarence Kwok Executive Director,

Asia Pacific Mergers & Acquisitions

MORGAN STANLEY

Michael Weiss Senior Advisor SANPOWER GROUP

Bagrin Angelov Executive Director CHINA INTERNATIONAL

CAPITAL CORPORATION LIMITED (CICC)

Honghui Sun Chief Investment Officer CHINA-EURASIAN

ECONOMIC COOPERATION FUND

Brian Chi Managing Director, Private Equity BLACKSTONE

Jay Cheng VP & Corporate

Development Officer, APAC

JOHNSON CONTROL INC.

Number 33 | Volume 30 | September 05 2017 | avcj.com 3

EDITOR’S [email protected]

A HYPOTHETICAL CHECKLIST FOR A private equity firm working with a Chinese corporate on an outbound acquisition might include some of the following: 1) Pick a partner you know well; 2) Target an asset that is relevant to the partner’s core business; 3) Make sure that partner has a presence and/or capital overseas so the regulatory approvals process is easier; 4) If unable to fulfill the criteria in point three, establish whether the partner has relationships that can be leveraged; 5) Highlight a One Belt, One Road (OBOR) angle in any submission that needs to be made to Chinese regulators; 6) Have a means of exit.

CITIC Private Equity has checked the first three boxes with its acquisition of Canada-based Therapure Biopharma’s contract development and manufacturing (CDMO) business, which is being executed in conjunction with 3SBio. The GP has been an investor in 3SBio since 2013. The CDMO asset represents a logical addition to 3SBio’s business, which it is seeking to make more international. 3SBio is listed in Hong Kong so its capital is not locked in the mainland. CITIC PE also has a way out: the GP can sell its stake to 3SBio on pre-agreed terms after four years.

Points four and five are therefore less relevant in this case, but they might be worth considering by other private equity firms backing outbound deals, particularly in the light of new guidance on overseas M&A released by Chinese regulators. The guidance reinforces the existing government policy of cracking down on irrational transactions – where companies make lavish bets on assets that have little in common with existing operations – as well as offering insights into which sectors might be favored.

Chinese corporates have committed $82.5 billion to 226 outbound deals so far this year, compared to $204.1 billion across 282 transactions for the whole of 2016, according to Mergermarket. Capital controls remain in place and banks have been warned about supporting deals launched by a handful of profligate companies, but OBOR deal flow continues to increase even as broader M&A activity slows.

OBOR features prominently in the section on “encouraged outbound investments” in the document published last month by the National Development & Reform Commission, Ministry of Commerce, People’s Bank of China, and Ministry of Foreign Affairs. Transactions will also likely

be looked upon kindly if they offer exposure to foreign technology and manufacturing expertise, help export Chinese production capacity, contribute to the country’s resources and agricultural needs, or play a role in general industry upgrades.

Other investments are classified as restricted or prohibited. The former category includes sectors like real estate, hotels, cinemas, entertainment, and sports – all of which have received plentiful Chinese capital in recent years. Furthermore, outbound investment funds will be restricted if a specific industry project is not cited. It remains to be seen how widely the net will be cast in bringing supposedly “normal” sectors under the restricted umbrella, how long the approvals process will be, and what documentary evidence must be submitted.

While deals involving New York hotels and English Premier League football clubs are not off limits, strictly speaking, they will be subject to a lot more scrutiny. On the other hand, a logistics transaction in Southeast Asia would likely encounter a smoother approvals process – which is why some prospective buyers might try and play the OBOR card.

For private equity firms partnering Chinese corporates on outbound deals, typically participating in a minority capacity and providing capital and expertise, selection will become a lot more important. They must ask themselves whether their partners have the domestic credibility, the ability to bring capital offshore, and the executional capabilities to get deals done.

Plenty of transactions currently in the pipeline may fall through, but at the same time new opportunities will open up – working with corporates on encouraged deals or going solo elsewhere. A GP with an offshore fund is not subject to the same restrictions as Chinese groups with renminbi-denominated assets, so it may find there is less competition for deals than before. And they still have scope to leverage relationships with Chinese corporates, potentially positioning portfolio companies for future trade sales, if and when the regulatory focus shifts.

Tim BurroughsManaging EditorAsian Venture Capital Journal

Within the rulesManaging Editor

Tim Burroughs (852) 2158 9661

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Winnie Liu (852) 2158 9663

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Justin Niessner (852) 2158 9678

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Edith Leung, Mansfield Hor

Rana Tang

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George Sengulovski, Jessie Chan,

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Agrina Sandri, Priscilla Chu,

Research

Helen Lee, Herbert Yum,

Kaho Mak, Tim Wong

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Anil Nathani,

Ashley Poon, Darryl Mag,

Debbie Koo, Wendy Yu,

Gavin Lam, Pauline Chen

Subscriptions

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Publishing Director

Allen Lee

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ISSN 1817-1648 Copyright © 2017

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years

Both same font

SAVE US$300全球视野,本土机遇

Simultaneous translation is available

The China M&A Forum returns to Shanghai this October. Join 270+ senior corporate investors, fund managers, M&A advisers and policy makers from across the globe to discuss the latest drivers, key opportunities, and most pressing challenges affecting M&A in and out of China.

Sponsorship Enquiries: Darryl Mag T: +852 3411 4919E: [email protected]

Registration Enquiries:Anil Nathani T: +852 2158 9636E: [email protected]

Sponsorship Enquiries: Darryl Mag T: +852 2158 9639E: [email protected] Enquiry

China M&A Forum中国企业并购论坛 2017

19 October 2017 l Four Seasons Hotel Pudong, Shanghai2017年10月19日 l 上海浦东四季酒店

GLOBAL PERSPECTIVE, LOCAL OPPORTUNITY 全球视野 , 本土机遇

270+ 100+ CorporatesParticipants CountriesSpeakers 20 37 2016 Forum key statistics:

w w w. c h i n a m e r g e r s . n e t

Shuang ChenExecutive Director and Chief Executive Officer CHINA EVERBRIGHT LIMITED

Keynote

8 September (THIS FRIDAY)

and book before

Co-Sponsors

Wi-Fi Sponsor Exhibitors

Co-hosted by:

Early confirmed speakers to attend include:

Clarence Kwok Executive Director,

Asia Pacific Mergers & Acquisitions

MORGAN STANLEY

Michael Weiss Senior Advisor SANPOWER GROUP

Bagrin Angelov Executive Director CHINA INTERNATIONAL

CAPITAL CORPORATION LIMITED (CICC)

Honghui Sun Chief Investment Officer CHINA-EURASIAN

ECONOMIC COOPERATION FUND

Brian Chi Managing Director, Private Equity BLACKSTONE

Jay Cheng VP & Corporate

Development Officer, APAC

JOHNSON CONTROL INC.

avcj.com | September 05 2017 | Volume 30 | Number 334

AUSTRALASIA

Mercury gets go-ahead for healthcare dealAustralia-based middle market GP Mercury Capital has won regulatory approval to acquire about 50% of Nirvana Health Group, New Zealand’s largest independent primary healthcare services provider. The company has 200,000 registered patients across 35 clinics, employs 1,000 staff including 300 doctors, and treats an average of 4,000 people every day.

Chinese investor backs Australia incubatorSuzhou High-Tech Venture Capital Group, a Chinese state-backed investment fund, has committed A$80 million ($63 million) to a start-up incubator in Melbourne. The Jiangsu-Victoria Innovation Centre will provide guidance to start-ups based in Melbourne, giving entrepreneurs access to universities and research institutes and connecting them with accelerators in China.

GREATER CHINA

MSPEA submits bid for auto parts playerMorgan Stanley Private Equity Asia (MSPEA) and the chairman of China Automotive Systems have submitted a take-private offer worth approximately $172 million for the NASDAQ-listed power steering components supplier. Most of the company’s business comes from Chinese automakers such as China FAW Group, Dongfeng Auto Group, and BYD Auto, but its single biggest customer is Chrysler Group.

Yunfeng, Alibaba back cloud storage playerQiniu Information Technology, a Shanghai cloud storage and computer technology developer, has completed a RMB1 billion ($152 million) funding round led by Alibaba Group and Yunfeng Capital, a GP co-founded by Alibaba chairman Jack Ma. The company plans to use the new capital to strengthen its cloud computing, big data and artificial intelligence (AI) technology capabilities.

Goldman, Hillhouse invest $90m in Arrail DentalGoldman Sachs and Hillhouse Capital have jointly invested $90 million in a Series D round

of funding for Arrail Dental, a Chinese dental services provider. With the new investment, the company plans to build a network of more than 1,000 clinics over the next 5-8 years and also develop a healthcare platform.

Qingsong raises $129m early-stage tech fundQingsong Fund, a Chinese VC firm formed by

Alvin Liu, an angel investor and co-founder of Tencent Holdings, has closed its third renminbi-denominated fund at RMB850 million ($129 million). LPs include Shenzhen Guidance Fund, SDIC Chuanghe National Venture Capital Fund, Qianhai FoF, Zhenjiang State-Owned Investment Holding Group, Redbud Capital, and Jingbei Investment.

Ambow seeks return to US main boardPE-backed Chinese tutoring and training services provider Ambow Education, which left the US main board in 2014 following allegations of financial impropriety and the appointment of provisional liquidators, has filed for an IPO. It has spent the last few years trading on the over-the-counter market. Baring Private Equity Asia holds a 8.44% stake in the company.

TPG acquires Taiwan healthcare playerTPG Capital has acquired a controlling stake in Taiwan’s OPC Holding, a contract research organization that offers clinical trial services. The company, which is active in mainland China, Taiwan, Korea and Japan, provides support services to both small molecule generic and novel drug developers, as well as biologics, pharmaceutical and biotech companies.

EDBI in $33m round for Taiwan AI playerSingapore-based EDBI has joined a $33 million Series C round for Taiwanese artificial intelligence (AI) company Appier. It brings the company’s total funding to date to $82 million. SoftBank, Naver, Line and Hong Kong-based AMTD Group also participated. The capital will support marketing activities as well an expansion of the company’s AI services portfolio.

SDIC leads $65m round for CF PharmTechSDIC Fund Management, a GP under China’s State Development & Investment Corporation, has led a $65 million Series D round of funding for CF PharmTech, a Chinese manufacturer of inhalers and nasal sprays.

VCs back smart vending machine operatorCitybox, a China-based smart vending machine operator, has secured $15 million in Series A funding from GGV Capital, Yunqi Partners, Blue

KKR to take control of Laser Clinics AustraliaKKR has acquired a majority stake in cosmetic treatments business Laser Clinics Australia (LCA) at a valuation of A$650 million ($515 million). The deal facilitates a partial exit for The Growth Fund.

Following The Growth Fund’s investment in 2014, LCA has accelerated its rollout and now has 80 clinics. The GP will retain a minority stake in the business as KKR drives further expansion of the company’s franchisee network,

the introduction of new product and service offerings, and the exploration of growth opportunities overseas.

The deal size was first reported by Australian media and has since been confirmed to AVCJ by sources familiar with the situation. KKR overcame competition from an assortment of private equity and strategic players.

LCA started in 2007 as a small business run by Babak Moini and Alistair Champion. At the time, laser hair removal and cosmetic injectables were only offered at a high price point in low-traffic medical center locations. Moini and Champion saw the potential of taking these procedures to the mass market at affordable prices.

Scale came through a 50-50 ownership split between the parent company and its clinic operators, which continues today. By 2014, the business had grown to 25 clinics across New South Wales and Queensland. The Growth Fund helped LCA build a nationwide footprint. Three million treatments were performed last year by a team of around 135 doctors and nurses.

NEWS

Number 33 | Volume 30 | September 05 2017 | avcj.com 5

Lake Capital and ZhenFund. The company – which has a credit-checking partnership with Alibaba Group’s Sesame Credit and product supply arrangements with Shanghai City Supermarket and Fruitday – expects to have 50,000 machines in operation next year.

RYB Education files for US IPORYB Education, a Chinese kindergarten operator in which Ascendent Capital holds a 46.4% stake, has filed for an IPO on the New York Stock Exchange. Ascendent invested in the company in 2015, taking out several early-stage investors.

NORTH ASIA

J-Star buys consumer brand Sun SmileJ-Star has acquired Sun Smile, a Japanese manufacturer of consumer products aimed at young women. It plans to help Sun Smile enhance its online sales efforts, add new products and enter overseas markets through improved marketing.

Blackstone hires Japan chairmanThe Blackstone Group has appointed Katsuyuki Kuki, who previously spent nine years as an investment banker with J.P. Morgan, as its chairman and representative director for Japan. He will advise and support Blackstone’s investing and capital raising efforts in the country as the firm looks to develop its local presence.

DSG closes India, SE Asia fund at $50mDSG Partners Asia, which targets early-stage consumer opportunities in India and Southeast Asia, has closed its second fund at the hard cap of $50 million. DSG reached its target of $40 million in April, with half the contributions coming from Fund I investors – primarily high net worth individuals – and half from four institutional players.

SOUTH ASIA

Samara, Norwest in $77m exit from RBLSamara Capital and Norwest Venture Partners have made a partial exit from India’s RBL Bank for

INR4.95 billion ($77 million). The bank received several rounds of PE funding prior to its 2015 IPO. Investors included Samara, Norwest, CDC Group, Baer Capital Partners, Gaja Capital and Capvent. Baer made a full exit in the IPO, while Gaja and Capvent made partial exits.

Freshworks acquires domestic marketing playerFreshworks, an India and US-based cloud business software developer with several VC backers, has acquired Indian marketing software start-up Zarget. The deal will provide an exit for Zarget’s VC backers Accel Partners, Sequoia Capital and Matrix Partners India.

India’s Treebo Hotels raises $34mTreebo, a VC-backed Indian budget hotel chain, has raised $34 million in a Series C funding round led by Hong Kong-based investors Ward Ferry Management and Karst Peak Capital. Existing investors SAIF Partners, Matrix Partners India and Bertelsmann India Investments also participated.

TPG invests in shoe company QRGTPG Growth - the middle market investment platform of TPG Capital - has joined QRG Enterprises, the family office of India’s Havellis Group in backing local shoe supplier Campus Activewear. The capital is expected to drive growth of the customer base through enhanced distribution, diversified channels, and product expansion.

Accel, IDG in $25m Series B for CureFitIndian health and fitness start-up CureFit has raised a $25 million Series B round from a group of investors including Accel Partners and IDG Ventures. Kalaari Capital also participated in the round, as did RNT Associates, an investment firm backed by Tata Group chairman emeritus Ratan Tata and the University of California. All four are existing backers of the company.

SOUTHEAST ASIA

Armstrong makes debut exit from SymbiorArmstrong Asset Management has secured a first exit from its Southeast Asia-focused cleantech fund, selling its entire stake in six solar projects controlled by Thailand’s Symbior Solar Siam. A subsidiary of Thailand-listed Padaeng Industry, paid THB1.26 billion ($38 million) for Symbior Elements, the holding company for Hong Kong-based Symbior Energy. Armstrong held a 60% stake in Symbior Elements.

Toyota invests in Southeast Asia’s GrabToyota Tsusho, a division of Japanese automotive giant Toyota Group, has joined the latest funding round for Southeast Asian ride-hailing app operator Grab. The size of Toyota Tsusho’s investment has not been disclosed. The round already includes $2 billion from SoftBank and Didi Chuxing. It is expected to close at $2.5 billion.

IDFC exits remaining Green Infra stake for $220mIDFC Alternatives has exited its remaining stake in Indian wind and solar power producer Sembcorp Green Infra (SGI) to Singapore-based Sembcorp Utilities for INR14.1 billion ($220 million).

The deal will be funded through a combination of debt and Sembcorp’s internal capital, and will see Sembcorp take full ownership of SGI. The company bought a 60% from IDFC in 2015 for INR10.6 billion. This facilitated an exit for UK development finance institution CDC and Piramal Group, which had invested in SGI through convertible debt.

IDFC originally incubated SGI, then called Green Infra, through IDFC Private Equity Fund

II and IDFC Private Equity Fund III starting in 2008. The former vehicle made a full exit in the 2015 sale, while the latter retained a 40% stake. Speaking to VCCircle, Girish Nadkarni, a partner at IDFC Alternatives, said the firm received a total of INR25 billion through both transactions - its largest exit to date - with an IRR of 19%.

SGI is one of India’s largest renewable energy producers, with solar and wind power projects with total capacity of nearly 1,200 megawatts operational and under construction across seven states in India.

NEWS

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Number 33 | Volume 30 | September 05 2017 | avcj.com 7

COVER [email protected]

BENCHMARK CAPITAL’S MOVE TO FILE A lawsuit against Uber founder Travis Kalanick early last month surprised many industry watchers. It’s not a norm for a well-regarded Silicon Valley VC firm to sue a fellow board member and the founder of one of its most valuable investments.

Kalanick had resigned as Uber CEO in June following a series of controversies including allegations of sexual harassment by his employees and the use of software designed to bypass regulators. Benchmark further alleged that Kalanick had committed fraud, breach of contract and breach of fiduciary duty while trying to maintain control over the company. The GP wanted to remove him from the board and eliminate the three additional voting directors he sought to introduce last year.

Uber’s boardroom brawl then became even messier as a group of Kalanick-supporting investors rallied against Benchmark and called on the firm to offload its shares. The mud-slinging has now abated with the appointment of former Expedia boss Dara Khoscrowshahi as CEO of Uber and a court ruling – in Kalanick’s favor – that the Benchmark suit be moved to arbitration, thereby avoiding a public battle.

Pivot pointThe situation is unusual given the venture capital industry traditionally advocates constructive relations between founders and investors. But CEO replacement does happen, albeit more frequently in the US than in Asia. Kalanick’s grip on Uber notwithstanding, the cult of personality around founder-CEOs is stronger in China and India than in Western markets, which means it is harder to bring in a new leader. Furthermore, Asia’s technology talent pool is shallower than that of the US, so a suitably qualified replacement CEO isn’t necessarily available.

“I think it is culturally less acceptable to ask a Chinese founder-CEO to resign and bring in a replacement. The founder-CEO is typically the face of a company, and the venture idea is about investors picking the right entrepreneurs to back especially in the early stages. So far, I have not seen or heard any GP complaining out loud about changing their founder-CEOs in China,” says Jireh Li, chief representative for Asia at US-based fund-of-funds Commonfund Capital.

The key facets of venture capital value-add are well established, and human resources is one of them. Start-ups often need help in the early stages to recruit individuals – such as CFOs, CTOs and marketing specialists – who can fill out the executive team and pursue scale at speed.

However, the founder-CEO is usually untouchable, especially if a start-up is well-run. Industry participants in China and India note that it is rare for these individuals to be asked to stand aside in favor of a professional CEO – and it inevitably happens when a company is operationally flawed or falling behind its growth trajectory. VCs have in the past decided to write off an investment rather than damage their relationship with the founder by suggesting a replacement.

“We don’t get into an investment with the

mindset of replacing the founder-CEOs at some point. We enter with the expectation that the CEOs we back are going to create businesses of size,” says Richard Lim, a managing partner at China-based GSR Ventures. “That’s the assumption we make – we are funding the person as much as we are funding the business.”

The situation is somewhat different when a venture capital firm incubates a start-up. The investor is building the business – sometimes seeding it with technology as well as capital – from the ground up and in due course hires a professional CEO. But they do this from a position of strength: they typically have a lot of power at board level. For VC firms that invest in start-ups that have been independently founded, CEO replacement is challenging, particularly after the Series B round. If changes are to be made, they must happen early.

James Mi, a managing director at Lightspeed China Partners, recalls studying an early-stage online technology business and concluding

that the founder-CEO was strong in product development but lacked the leadership skills to achieve scale. Over the course of several candid yet friendly conversations, the founder-CEO recognized his weakness and supported the idea of hiring an experienced hand. He took the initiative in identifying the right person, who then became a part of the founding team. Lightspeed invested and the company is now an industry leader.

“Changing the CEO is very difficult and usually doesn’t work in China. In rare cases, it could work at an early stage. Early stage investors focus on the quality of the founding team, especially the CEO. If they sense the founder-CEO would be better as CTO, they should also know whether he would be open to an external hire. It’s not easy, but if the original founder-CEO realizes

and embraces that, it’s possible. You can’t force founder-CEOs to step down if they aren’t willing to do so.” says Mi.

Venture capital investors are seldom activists. They take minority stakes in start-ups and many are unwilling to have any operational involvement, citing the speed at which technology businesses typically grow. There is a desire to preserve an alignment of interest with the founder and they may raise issues with the hope of steering events in a particular direction, but in an ideal scenario the founder takes the initiative on major decisions like introducing a new CEO.

Chinese software outsourcing services provider HiSoft Technology International is a well-known case in point. Founded in 1996 by Yuanming Li, the company grew fast and built up a large multinational client base. After receiving Series A funding in 2004 from the likes of GGV Capital, Intel Capital and the International Finance Corporation, Li expressed doubts to

Moving timeFrom Uber to Flipkart, there are high-profile examples of founders being replaced as CEOs of their start-ups. It isn’t common practice in Asia, and for reasons of corporate culture, this isn’t likely to change

“We don’t get into an investment wiht the mindset of replacing the founder-CEO. We enter with the expectation that the CEOs we back are going to create businesses of size” – Richard Lim

avcj.com | September 05 2017 | Volume 30 | Number 338

one of the investors about his ability to take the company to the next level. He raised the possibility of hiring an external CEO.

“He is the founder and he needed to know what he wanted, because ultimately the company is his baby. I asked him if he wanted to see the baby to grow up. [Regarding an external CEO] I told him, ‘If that’s the case, then we have to decide. You may want to change not only the crew but also the pilot,’” the investor recalls. “It took a long time to change the CEO. It was not easy.”

The investor, who was also a board member, helped recruit Tiak Koon Loh, formerly a corporate vice president at Hewlett-Packard, as

HiSoft’s new CEO in 2006. This was followed by several other senior appointments, including a CFO and COO. The CFO reported directly to the board, not the CEO. HiSoft listed in the US in 2010 and subsequently merged with industry peer VanceInfo to form the company known today at Pactera.

“We have also seen some founders in India recognising their limitations,” adds Anand Prasanna, a managing partner at India-focused GP Iron Pillar Capital. “But, in many cases, it would take forever for them to really take action, like hiring an external CEO or other senior management to run the company.”

In the rare situations where venture capital investors hold majority interests in companies, they can execute their shareholder rights to force out the founding team. This happened to one India-based technology company shortly after its Series B round, when the VC backers concluded that, although they liked the product, the founder-CEO wasn’t the right fit to develop the business further.

“There was significant tension at the board level, and two parties were close to going to court. Eventually, things were amicably settled and the founding team left the business, but they still held 40% of the company,” says Prasanna.

Cultural differences Procrastination is generally more common than legal action. VC investors hold off raising the prospect of CEO replacement because they have developed close relationships with founders, and once a decision is made it takes time to implement.

One investor recalls a Chinese company struggling in its mid-stage rounds because

the founder-CEO didn’t follow board recommendations about changing the business strategy. The VC backers even went as far as to promise the founder-CEO they would re-up in the next round and find new investors to participate if he would step aside. Eventually, he grew tired of the battle and agreed to transition to a chairman role provided the investors could find a suitable replacement as CEO.

“Investors usually don’t hold all the cards. It’s kind of a symbiotic relationship between the founder and investors before the company goes public. While VCs need a strong founder-CEO to build a successful company, the founder also needs the investors’ confidence and support to continue to attract capital. Once that relationship breaks down, whatever change VCs want to make, it’s going to be traumatic for the company,” says James Lu, a partner at law firm Cooley.

When investors lose faith in the founder it is often seen as indication that the company isn’t performing well. Finding a CEO who is able to assume management responsibility is difficult

in relatively immature markets; finding one who is able and willing to take over a troublesome technology company is harder still. Many executives with experience of taking a company to IPO would prefer to launch their own start-up than be an employee at someone else’s, albeit one that is well paid.

Asia and the US do not only differ in terms of the depth of their technology talent pools. Historically, the US venture capital industry has been very hands-on: Josh Lerner, a professor and head of the entrepreneurial management unit at Harvard Business School, was once told by a US-based VC investor that he had invested in 20 companies and fired the CEOs at 19 of them.

“Obviously, that’s a very dramatic example. But it accurately conveys the message that the CEOs who were good founders running a company in its first couple of years aren’t necessarily the best CEOs later-on for the company,” Lerner says. “People like Bill Gates and Mark Zuckerberg have been very successful in both founding companies and running them. But most founders are not like that. I think founders in the US usually realize that finding a replacement is part of the game.”

In contrast, Asian founders look at their start-ups more as personal affiliates – often 90% of their personal net wealth is linked to these businesses – and the prospect of no longer being the leader would equate to no longer having a career. As such, a founder might try to make his or her position essentially inviolable by retaining the right to appoint the majority of board members.

Legal provisions are renegotiated with each funding round to ensure such power is retained. When a company reaches Series B or C, it is increasingly common for the founder-CEO to seek super voting rights in an effort to hold on to control of the company’s voting shares because the round is so large that their equity is substantially diluted.

“In the absence of a new financing event, existing investors would typically resist amending the existing governance agreements to provide for such a change in voting control. However, if the new investors agree that the founder-CEO will have super voting rights, the new investors likely will want to ensure that existing investors do not end up with greater voting control per share than they have,” says Thomas Chou, a partner at Morrison & Foerster. “This means that the implementation of super-voting for the founder-CEO often ends up applying to all series of preferred shares, rather than against only the newest series of shares to be issued.”

In addition to board composition and voting shares, old and new stakeholders must also agree on certain protective provisions. Often, these

COVER [email protected]

Founders, CEOs of global unicorns Company Valuation (US$b) Founder/co-founder CEO

US Uber $68 Travis Kalanick Dara Khoscrowshahi

Airbnb $29.3 Brian Chesky Brian Chesky

SpaceX $21.2 Elon Musk Elon Musk

Palantir Technologies $20 Alex Karp Alex Karp

WeWork $20 Adam Neumann Adam Neumann

China Didi Chuxing $50 Wei Cheng Wei Cheng

Xiaomi $46 Lei Jun Lei Jun

Lufax $18.5 China Ping An Group Greg Gibb

Meituan-Dianping $18 Xing Wang Xing Wang

Toutiao $11 Yiming Zhang Yiming Zhang

India Flipkart $11.6 Binny Bansal, Sachin Bansal Kalyan Krishnamurthy

Snapdeal $7 Kunal Bahl Kunal Bahl

One97 Communications $5.7 Vijay Shekhar Sharma Vijay Shekhar Sharma

Ola $3.65 Bhavish Aggarwal Bhavish Aggarwal

Hike $1.4 Kavin Bharti Mittal Kavin Bharti Mittal

Source: CB Insights

COVER [email protected]

provisions require that the appointment, removal or any material changes in the compensation of senior executives, such as the CFO and COO, must be approved by preferred shareholders or board directors. While these provisions give minority investors a right to block the removal or appointment of an executive, they often do not result in affirmative right of such investors to force through a removal of the executive, Chou explains.

The Uber situation does involve a power battle at board level. Benchmark – a significant minority shareholder with a board seat – opposed a decision last year to expand the number of voting directors from eight to 11, with Kalanick having the sole right to designate those additional seats. Indeed, after resigning as CEO, he could name himself to one of those seats. Benchmark argued that it wouldn’t have supported this due to Kalanick’s “gross mismanagement and other misconduct at Uber,” which included pervasive gender discrimination and sexual harassment.

The subsequent division of the board into two groups with different alliances – as exemplified by the Kalanick backers calling on Benchmark to sell its shares – further complicated matters. “In Uber’s case, there are some reputational costs [for Benchmark] of being an unfriendly VC. It’s a

messy situation and can lead to bad publicity. But if you’ve billions of dollars stake in the company, you might be willing to do that,” observes Harvard’s Lerner.

Dissenting voicesIn some respects, this added complication is a result of Uber wanting to stay private for longer, raising substantial rounds of funding at ever higher valuations. The company’s investor base is large and reflects a range of interests, which means discord is more likely to occur. This has also proved to be the case at a number of Asian unicorns, with conflicts of interest emerging due to the presence of groups that have different risk appetites and investment horizons.

Another characteristic of certain start-ups that have raised billions of dollars in private capital is that investors assume positions of influence – particularly if a company is losing direction – by virtue of the amount of money they have at stake. Flipkart, India’s largest online retailer, is a good example. Tiger Global Management is the company’s largest backer, with an approximately 35% stake, and earlier this year one of its former managing directors took over as CEO from co-founder Binny Bansal.

“It’s very unusual in India to get the founder to be replaced. There are only certain circumstances

that can lead to this – it could be a founder’s personal decision, the company is in trouble, or there is a huge conflict within a founding team. But most VC investors don’t want to force the founders out,” says Ash Lilani, founding partner at India-focused Samma Capital.

Generally speaking, no venture capital firm wants to be known for removing founders because word spreads in the start-up community and it may struggle to secure the best investments. Given the less confrontational nature of Asian corporate culture, the cult of personality around founder-CEOs, and the limited supply of experienced executives, the reluctance to ship in replacement leadership at Chinese and Indian start-ups is understandable. It may become more frequent as the industry matures, but few market watchers flag it up as a meaningful future trend.

“If you look the large tech companies in the world – Amazon, Facebook and Alibaba Group, as well as the last generation tech giants like Apple, Microsoft, Dell and Intel – many of them are run by the founders for a long period of time,” says GSR’s Lim. “The venture industry is about making the most money from large companies. Since most successful companies are operated by founders, I don’t expect changing the founder-CEO to become the norm.”

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avcj.com | September 05 2017 | Volume 30 | Number 3310

[email protected]

IN EARLY MAY, CLSA CAPITAL PARTNERS (CLSA CP) became the seventh GP to close a Japan mid-market fund in the space of three months, hitting the hard cap of its Sunrise Capital III at $400 million – almost double the size of its predecessor. Demand for exposure to private equity in Japan, not least from a swath of domestic LPs that had previously steered clear of the asset class, had never been higher.

But details of the fundraising bring more fundamental – and consequential – themes to light. Like many of its fellow Japanese and Asian funds this year, Sunrise III was comfortably oversubscribed. This translated into an approximately eight-fold increase in CLSA CP’s LP base and an apparent hesitancy among the eager new backers to exert too much pressure around contract terms.

“We had 30-plus LPs saying all kinds of things at the same time, so managing that process was quite challenging,” says Shota Kuwaki, a director with the private equity firm. “Although they did have some specific requests in the side letters, most of the terms were quite consistent with the market standard.”

However, Sunrise demonstrates that the skewing of GP-LP negotiating leverage implied by such scenarios is not necessarily a fait accompli. Indeed, CLSA CP proactively pursued a number of alignment of interest initiatives as part of the fundraising process independent of any particular LP demands. Notably, this included a redrafting of the key person clause used in previous funds to cover a larger number of senior executives.

Times of plentyThese efforts highlight a relatively faint but growing awareness that the supply-demand imbalance that characterizes some – but by no means all – fundraising processes in Asia will not last forever. Longer-range thinking, both on the part of both fund managers and their backers, is necessary to ensure the private equity industry has the operational sturdiness to survive the kind of economic shocks that often bring investment booms to an abrupt end.

In its latest global PE report, Bain & Company called the fundraising environment of the past few years “as good as it gets,” noting that the industry has raised $550-600 billion a year since

2013. Ominously, the only natural comparison for this level of activity is the pre-global financial crisis period, when annual fundraising fluctuated in a range of $540-690 billion.

“We certainly feel this is an environment to be pulling back in, and we are pulling back, but unfortunately, we don’t see that when we look out in the LP community,” says Steve Byrom, head of private equity at Australia’s Future Fund. “What we’re seeing is allocations increasing and the chase for yield spreading to private equity. People are scrambling to get more money into the asset class, and therefore more capital is being raised,

more dry powder is sitting on the sidelines and high transaction multiples are being paid.”

For many LPs, the primary concern is that as higher demand for PE exposure hardens GPs’ negotiating leverage, alignment of interest will break down, potentially undermining returns. The classic gripe with global PE firms is that their asset bases grow so large that accumulating management fees becomes more important than carried interest. Further down the spectrum, alignment issues tend to revolve around team stability and governance.

The optimization of long-term alignment of interest is seen as a key method for defusing this risk of consistently lower returns since it would in theory support a more robust and sustainable private equity franchises. However, a logical tendency among GPs to exploit a cyclic windfall and competition among LPs under pressure to deploy larger sums have stymied best intentions.

“The only chance for pushing for terms is when you have a group of very like-minded LPs who are willing to work together,” says Edmond Ng, a managing partner at fund-of-funds Axiom Asia. “But the relationship among LPs is very interesting because everyone is fighting for

allocation. GPs will always try to divide and conquer.”

While GP-LP talking points typically revolve around management fees, co-investment and other specific rights, a number of terms around alignment of interest are distinctly long-term in nature. For mid-market funds, these include key person clauses, no-fault divorces, GP removal clauses and the distribution of economics within the firm. Bigger players, meanwhile, may see more concern around issues like hurdle rates. This came to the fore in 2016 when Advent International removed the hurdle from its most

recent fund. CVC Capital Partners subsequently lowered its hurdle from 8% to 6%.

As a universal case in point, GP commitments offer an interesting look at the difficulty of agreeing mutually satisfactory terms on long-term issues. For firms such as CLSA CP, this area of negotiation – alongside the engagement of a placement agent – represents perhaps the best opportunity to improve the geographic scope of its backers.

“One of the things that contributed to the success of the fundraise was the fact that a lot of LPs really do focus on alignment of interest between GP and LP, so they were reassured by the employee side-car commitment,” says CLSA CP’s Kuwaki. “I think that stood out when LPs were assessing other GPs across the board.”

According to Megumi Kiyozuka, a managing director at CLSA CP, the GP commitments across Sunrise II and III have represented the maximum amount the Sunrise team members were able to put in, amounting to 5% in both funds only by coincidence. As a result, CLSA CP employees not on the Sunrise team who would have otherwise contributed were cut back.

Meanwhile, much of the new thinking

Dangerous liaisons A diverging supply-demand dynamic in private equity fundraising is threatening the GP-LP alignment of interest. Concessions on both sides are needed in the interests of long-term stability

“At this part of the cycle, our antennae are up more than usual to misalignment of interest, so we are definitely walking away from groups where we aren’t getting the alignment mechanisms we’re looking for” – Steve Byrom

[email protected]

on GP commitments revolves around the notion that percentage-based standards are a less reliable way to calculate alignment compared to establishing what proportion of the GP’s net worth is being invested. This can lead to complex discussions involving non-cash components – which are usually not recommended – and controversial attempts to delve into personal finances. As a result, one of private equity’s key alignment of interest talking points tends to boil down to a substantial amount of guesswork.

“If you’re backing someone who has been a successful professional, no matter how much money they have, I feel that $5-10 million more than the cumulative fee that the GP will be receiving over the fund life has got to be something that hurts,” says Axiom’s Ng, referring to funds around $500 million in size or less. “That would almost always be a meaningful amount.”

Lyfe Capital is another GP that has closed a new fund at double the size of its previous vehicle but maintained the same percentage GP commitment. The firm closed its second China-focused healthcare fund this year at $420 million by increasing its LP base from around 15 to at least 20 backers.

James Zhao, a founding partner at Lyfe, emphasizes a strong focus on setting terms

during the fundraising process based on long-term goals around alignment of interest, even when engaging LPs that were not participating but could be brought into future vehicles. Transparency and education were considered essential since about half of the new backers were entering Chinese healthcare for the first time.

“You should always put yourself in the LP’s shoes just like you should also put yourself in a portfolio company CEO’s shoes,” Zhao says. “The hard part is to align the GP, LP and CEO’s interests – that is really based on being very proactive about communication.”

Walking awayThe reciprocal style of this approach offers a reminder about the need for action on both sides of the GP-LP divide. Although terms are generally expected to become more LP-friendly from one fund to the next, a lack of capital rationing from LPs is said to have resulted in the opposite effect among more established buyout shops. To some extent, this puts an onus on LPs to react by taking a firmer stand.

“You don’t see the LP community focusing on improving alignment of interest – or even making sure alignment is as good as it was last time around,” says Future Fund’s Byrom. “But at

this part of the cycle, our antennae are up more than usual to misalignment of interest, so we are definitely walking away from groups where we aren’t getting the alignment mechanisms we’re looking for.”

LPs’ underwhelming reaction to growing concerns around alignment of interest is at least partially explained by the issues related to increased deployment expectations and staffing shortages. These pressures can in turn be problematic to the due diligence process of picking a GP partner.

The trend of LPs paring back their GP relationships is sometimes seen as a motivator of short-term thinking around alignment of interest. Although less diversity in partnerships suggests an ability to establish more intimate and communicative GP-LP relations, the larger commitments involved often revert the talking points back to the most immediately pressing points of friction.

“You hear a lot about LPs being dissatisfied with specific terms on specific funds where the GP is being particularly egregious,” says Wen Tan, co-head of private equity Asia Pacific at Aberdeen Standard Investments. “But the acid test on that is how often you hear about LPs walking away from those scenarios – we don’t hear about it that much.”

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avcj.com | September 05 2017 | Volume 30 | Number 3312

THE MORE 58 SUYUN AND GOGOVAN eyed each other, the more each company looked like the missing piece of the other’s puzzle. While both operated in the same broad market – booking delivery vans online through a model similar to Uber – there was little overlap since they targeted different customers and geographies. A merger seemed the obvious step.

“We said, ‘Okay, you have the consumer market – how about if we work together in the B2B market?’” says Steven Lam, founder of GoGoVan. “And the combined company can focus on both Southeast Asia and China, with a leadership position in both markets.”

With the recently announced all-stock merger, for a valuation estimated at over $1 billion, the companies can now put that hypothesis to the test as Asia’s largest intra-city logistics platform.

Despite their complementary strategies, the two companies arrived at the market from nearly opposite directions. Lam founded GoGoVan in Hong Kong in 2013 after a previous start-up idea – branded take-away food boxes – faltered due to difficulties arranging transportation.

Seeing an opportunity in the logistics dysfunction, Lam and his co-founders hit on the idea of an app that could connect van drivers directly to business customers without the need of a call center. The start-up has attracted several rounds of investment from backers including Centurion Private Equity and New Horizon Capital, and has expanded into Singapore, Taiwan, South Korea and mainland China.

58 Suyun, by contrast, began in 2014 as a division of 58 Daojia, the online-to-offline local services subsidiary of US-listed classified site 58.com whose investors include Tencent Holdings and Alibaba Group. The company achieved early success with a B2C model focused on China but had begun to target corporate customers that could offer more stable demand – however, this proposal concerned its parent.

“The more it gets to the B2B world, the further away it is from the rest of Daojia’s business, which is focused on retail customers,” says Jeremy

Choy, head of M&A at China Renaissance, which advised both companies on the deal. “So there was also a strategic decision at Daojia’s level that both companies probably shouldn’t be under the same roof.”

The merger plays to both companies’ strengths: 58 Suyun can bring its B2C expertise to GoGoVan’s markets in Southeast Asia and Korea, while its partner can implement its B2B service through 58 Suyun’s existing network in mainland China. Lam will serve as CEO of the combined entity, while 58 Daojia

founder Xiaohua Chen will be its chairman.There are a plans for a $200 million funding

round following the conclusion of the merger, and the company is reviewing potential investors for their ability to contribute to its expansion plans. “With Tencent and Alibaba already at bat, we are not seeking out big names,” Choy says. “But we do want people who can benefit the company in the long term.”

EVEN FOR TWO CHINA-BASED FOOD conglomerates, Cherry Valley Group (CVF) may seem like an unlikely investment choice. But Beijing Capital Agribusiness Group and CITIC Agri Fund Management saw the UK-based duck breeder and genetics supplier as a way to satisfy a considerable home-grown demand.

“Nine in 10 of all Peking ducks in the world are consumed in China,” says David Ireland, a senior partner with Navis Capital Partners, which recently sold CVF to the firms for an undisclosed amount. “They felt like it was bringing something home, even though the business was born and cultivated in the UK.”

Navis had known CVF for some time before buying it. The GP considered an acquisition in 2003 but didn’t follow through, and following the acquisition of Thailand-based duck processor Bangkok Ranch in 2007, it became a customer. CVF supplied duck genetic stock to Bangkok Ranch. Navis saw considerable

growth potential in the company, particularly in Asia, but its legacy operations and lack of a clear strategy were holding it back.

“If you’re in ducks and duck genetics, you have to have some interaction with China. Cherry Valley had made some moves, but it’s a long way from Lincolnshire to penetrate China,” Ireland says. “There was a huge growth opportunity

with a superior product, but they were running in a rural UK environment.”

Navis’ chance came in 2010, when CVF, having resolved its financial difficulties, began to approach potential buyers again. The firm’s willingness to take on both the legacy duck processing business and the more novel

genetics operation proved the deciding factor, and it bought a controlling stake through Bangkok Ranch – which later reverted to Navis when the firm sold Bangkok Ranch in 2013.

The GP saw its main value proposition as its ability to reshape the business for the Asia

market. When CVF’s CEO stepped down a year after the acquisition he was replaced by the company’s head of China, who had played in building a distribution network in the country.

Navis also streamlined CVF by selling the legacy processing division to another UK poultry player, freeing up management to focus on the genetics operation. Navis had already hired a new chief geneticist, and now moved her team from the previous breeding facility, located at the processing plant, to a new, modern headquarters.

Seven years later, CVF’s new course has brought it recognition in its most exciting market. Navis sees its 2.8x money multiple as a vindication of its patient approach.

“All agriculture businesses are up and down – we had a very good position, but every year you have a host of challenges with feed costs and markets and all the rest,” says Ireland. “But we were able to navigate those, and when we did get to the market, between a really dominant position, an established management team and a good reputation, the asset was very sought after.”

DEAL OF THE [email protected]

GoGoVan, 58 Suyun seek logistics dominance

Navis’ Asia poultry play takes flight

Cherry Valley: Chinese target

Online logistics: Double team

THE LAUNCH OF ITS SIGNATURE FOUR- sided locking food container in 1998 established Korea’s Lock & Lock as a global player. The company now exports its kitchen household goods to 119 countries and has 87 directly-owned stores overseas. However, recent years have not been kind. Sales in China, which account for about 40% of aggregate revenue declined in 2014 and 2015, forcing Lock & Lock to embark on a challenging overhaul.

First, the company stopped supplying Chinese hypermarkets directly and opted to use agents instead. Revenue fell but margins remained strong because inventory risk was removed: if a hypermarket didn’t sell products, it returned them to the agent rather than the manufacturer. Lock & Lock also abandoned unprofitable TV home-shopping channels in favor of e-commerce platforms and launched a B2B service that enabled clients to source products wholesale for use in promotional activities.

Political tensions between China and South Korea haven’t helped, but the strong performance of Lock & Lock’s online business

means it hasn’t struggled as much as other Korean brands, according to a source familiar with the company. The founders are now relying on Affinity Equity Partners to take the company to the next level in terms of new growth opportunities and improved management systems.

The transaction is worth KRW629.3 billion ($562 million), valuing the business at KRW990 million. CEO Jun-il Kim will transfer 29 million shares – a 52.79% equity interest – to Affinity for KRW18, 000 apiece. The GP is buying a further 5.93 million shares, or 10.77%, from Chang-ho Kim for the same price. Jun-il Kim is expected to reinvest in the business once the deal closes and remain involved in its management in some capacity.

Affinity will continue Lock & Lock’s focus on online distribution channels, but there are also plans to open additional offline stores, including smaller format outlets as well as the flagship stores that exist at present. Beyond China

and Korea, management has set its sights on expansion in Southeast Asia. Vietnam, which is already a production base for Lock & Lock, is seen as an important end-user market.

“Vietnam is a different story to China – it is entering the modern trade space, with growth in hypermarkets, department stores and shopping malls really just getting started,” says the source. “The company has good relationships with modern retailers so it can target offline channels as well as online sales.”

Through developing a diversified product portfolio and

a strong overseas sales network, the hope is that Lock & Lock can become an attractive acquisition target for global brands such as WMF Group and World Kitchen. “The plan is to turn the company into a formidable player in Southeast Asia and China, so that global players will be attracted to it when they want to expand into these markets,” the source adds. “In Korea, there are already some global brands keen on buying it.”

DEAL OF THE [email protected]

Lock & Lock primed for regional expansion

Food containers: SE Asia angle

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Number 33 | Volume 30 | September 05 2017 | avcj.com 15

Q: What do you see as the most attractive investment opportunities in Asia’s private credit space?

A: The most compelling thematic opportunities in Asia are non-performing loans (NPLs) in China and distressed assets in India. But these are just one part of a much wider private credit opportunity across the region. We have a very active business providing primary capital solutions to a range of borrowers who cannot access traditional financing, and are active across each of the major economies.

Q: What has changed to make Chinese NPLs more attractive?

A: China has been looked at many times in the past, but we didn’t see that opportunity set as investible for reasons including the development and sophistication of infrastructure and the court system. A lot of those factors have fundamentally shifted today. It’s province and city specific, but in certain markets there is a professionalized judiciary measured by clear KPIs [key performance indicators] around law enforcement; there’s clear and standardized documentation, and the ability to track underlying collateral, security, lien enforcement; and that will help to underwrite assets. We’re also seeing an increased flow of opportunities given the rising underlying pools of NPLs at the banks. So we view the Chinese NPL market as an executable, interesting and scalable opportunity.

Q: And what has changed with regard to India’s distressed assets?

A: The Reserve Bank of India (RBI) and the Modi government recognize this as a pretty significant threat to the growth of India’s economy, and there’s been a host of actions over the last 12-18 months to attract foreign capital and streamline processes to resolve that distress. There’s a new bankruptcy regime that sets clear timelines – it’s yet to be fully tested, but on paper it’s a massive change. There are also improved tax rules to provide clarity to foreign investors, and the closure of a variety of loopholes which historically allowed non-cash transactions with banks.

Q: What factors affect your approach to this market, and how do you address them?

A: Investing in India is not without its challenges, especially in distressed situations where local market dynamics and local stakeholder management is critical. We’ve set up a compelling joint venture in India with Piramal Enterprises, a well-regarded and successful local conglomerate, to do distressed investing for control deals. There are large businesses and good assets which ar distressed, and our capital and operational expertise can reinvigorate them.

Q: What prompted you to take this approach, and how does it compare to your investment strategy in other markets?

A: It’s rare that Bain Capital pursues this kind of partnership. We’ve chosen to JV in this segment because distressed situations require significant stakeholder management and operational hands-on work, and we felt that having a local partner of Piramal’s

caliber would add benefits in addition to our own platform in Mumbai. Piramal benefits from Bain Capital’s expertise in structuring, diligence, and operational turnaround, while bringing its long history in India

and connections to government, promoters, and local banks, with a different perspective than a US institution would have access to.

Q: To what extent do you see other GPs and LPs responding to the opportunity in Asian private credit?

A: There’s been limited focus on Asia from a private credit perspective among GPs, although interest has been increasing. There are a few regional investors to be aware of, and a few global investors, ourselves included, are building platforms, but the level of competition is not comparable to what we see in Europe and North America. It’s difficult and expensive from the human capital standpoint to invest in teams around the region, and as a result LPs haven’t had that many options. I do think people are waking up to the opportunity and LPs are appreciating the dynamic. Many of them have allocated heavily to direct lending and special situations strategies in the West,

and returns are getting tighter in that space. There are still pockets of opportunity, but in the US in particular it’s very quiet. We see that in our own funds – relatively less of our global special situations fund is being allocated

to North America; Europe and Asia have been the growth drivers.

Q: How do you see the market changing in the future?

A: Looking over the last 15 years of special situations investing in Asia, there have been successes, but also failures. Where there have been failures they have been around managers who were too siloed in particular segments and subject to the volatility of certain economies and sectors, or who pivoted to things they weren’t qualified to do, with a completely different risk profile. So LPs who were at the forefront of exploring the region have both positive and negative experiences, but now we are really starting to see interest. People appreciate the point we’re at – they see this as the beginning of an NPL and credit cycle rather than midway through it, which is where we are in Europe, or beyond the end of it, which is where we are in North America.

BARNABY LYONS | INDUSTRY Q&A [email protected]

Distress deliversBarnaby Lyons, managing director and head of Asia at Bain Capital Credit, discusses the opportunities available in the region’s private credit space and the changing attitudes of investors toward the space

“The level of competition is not comparable to what we see in Europe and North America”

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Malaysia 2017Private Equity & Venture Forum

19 September 2017 | Grand Hyatt, Kuala Lumpur

The AVCJ Malaysia Forum returns to Kuala Lumpur on 19 September, 2017. This event will focus on the opportunities, the issues and the challenges in private equity, venture capital and other types of alternative assets for investors based in Malaysia and Southeast Asia.

THE DELEGATESNetwork with an audience of 200+ senior professionals including:

* Subject to change without notice

The opportunities globally in alternative assets

The role of Southeast Asian entrepreneurship and innovation in the global ecosystem

Is there a role for private equity in corporate M&A?

Debt opportunities: mezzanine financing, NPLs, private debt

Value Creation: Unleashing value in ASEAN companies

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Topics to be discussed include:

Registration enquiries: Gavin Lam T: +852 2158 9675 E: [email protected]

Sponsorship enquiries: Anil Nathani T: +852 2158 9636 E: Anil.Nathani @acuris.com

Asia Series Sponsor

Networking Cocktail Host Networking Coffee Break Sponsor

Legal SponsorCo-Sponsors

Private equity and venture capital GPs

International and domestic LPs

Investment bankers Corporate executives Government regulators Entrepreneurs Legal advisers

Enquiry

NEW SPEAKERS CONFIRMED! For the latest programme and speaker line-up, please visit avcjmalaysia.com