The Private Equity Play by Mike Lorelli

The Private Equity Play
Mike Lorelli

2
EBITDA
Earnings Before:
• Interest
• Taxes
• Depreciation
• Amortization

3
Stages
Idea Up & Running Mature
VC PE
• Trailing EBITDA

4
Agenda
 History
 Returns
 Where is the money coming from?
 Terminology
 Where they are; where their companies are
 The p.e. model
 Some names
 p.e. compensation
 Results and Performance Measures
 “The Funnel”
 Management Compensation
 The Return Drivers
 The p.e.’s Plan
 In The News
 Importance of a good LinkedIn profile, and resume

5
Worse than real estate brokers in Darien, CT
 1977: Kohlberg, Kravis, and Roberts leave
Bear Stearns, forming KKR
 1978: 80 ‘Leveraged Buyout Groups’ in US
 2012: Estimated 2,800 around the world
 1,800 U.S.

6
Value Creation
100% Value Creation
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
18%
31%
51%
22%
36%
46%
39%
32% 25%
Leverage era (1980s) Multiple Expansion
era (1990s)
Earnings growth
era (2000s)
Operational improvement
era (2010s)
Operational improvement Multiple arbitrage Leverage
ValueCreation

7
WSJ: “Buyouts Leave Simmons Little Rest”

8
Terminology
 The providers of capital: Limited Partners, or LP’s
- who are they?
 The fund manager: General Partner, or GP, or p.e.

9
Returns Well Out-Performed S&P

11
Percentage of Capital by LP type
LBO Funds
0.3 1.8
2.2
3.6
8.4
10.6
14.2
16.2
28.7
6.4
5.4
3.9
Public pension funds
Funds of funds
Corp pension funds & corps
Banks/financial services cos.
Endowments/foundations
Insurance Cos.
Sovereign wealth funds
Wealthy investors/feeder funds
GP contribution
Family offices
Union pension funds
Other

14
‘Add-On’s now fully half of Deals

15
LP’s pushing for Exits (i.e. distributions)

16
1/4th
of Exits are now to another p.e. firm

17
Geography
Private Equity Firms Portfolio Companies
States
% of
total States
% of
total
1 New York 23.3% 1 California 18.8%
2 California 15.1% 2 Texas 8.8%
3 Illinois 9.4% 3 New York 6.6%
4 Texas 7.4% 4 Massachusetts 5.9%
5 Massachusetts 7.0% 5 Florida 4.5%
6 Connecticut 6.5% 6 Pennsylvania 4.2%
7 Pennsylvania 3.7% 7 Illinois 4.2%
8 Virginia 2.4% 8 New Jersey 3.7%
9 Florida 2.2% 9 Georgia 3.2%
10 Michigan 2.0% 10 Ohio 3.0%
11 Ohio 2.0% 11 Colorado 2.7%
12 Colorado 1.9% 12 North Carolina 2.5%
13 North Carolina 1.9% 13 Virginia 2.4%
14 New Jersey 1.8% 14 Minnesota 2.2%
15 Georgia 1.7% 15 Michigan 2.0%
16 Washington DC 1.6% 16 Washington 2.0%
17 Minnesota 1.6% 17 Connecticut 1.9%
18 Maryland 1.4% 18 Maryland 1.9%
19 Indiana 0.8% 19 Wisconsin 1.8%
20 Wisconsin 0.8% 20 Tennessee 1.8%
Sample Size: 1,000+ private equity firms, 10,000+ portfolio companies

18
Many ways to categorize the 1,800
 By size
• Large $1 billion+ revenues
• Mid-market > $150 million
• Small < $150 million
 By sector specialty
• Health care
• Consumer
• IT
• Financial services
• etc.
 Net-net, sector first; and mid-market; not lower or
upper

20
Don’t unnecessarily limit where you can play

21
Top Fund Managers
Rank Firm City Capital ($Millions)
1 TPG Capital Fort Worth (Texas) $50,553
2 Goldman Sachs Principal Investment Area New York $47,224
3 The Carlyle Group Washington DC $40,540
4 Kohlberg Kravis Roberts & Co. New York $40,215
5 The Blackstone Group New York $33,418
6 Apollo Global Management New York $33,813
7 Bain Capital Boston $29,402
8 CVC Capital Partners London $25,068
9 Hellman & Friedman San Francisco $17,200
10 Apax Partners London $16,637
11 Warburg Pincus New York $15,000
12 Cerberus Capital Management New York $14,900
13 Advent International Boston $14,519
14 Permia London $13,572
15 Oaktree Capital Management Los Angeles $13,045
16 Tera Firma Capital Partners London $12,249
17 Providence Equity Partners Providence (RI) $12,100
18 Clayton Dubilier & Rice New York $11,404
19 Charterhouse Capital Partners London $11,268
20 Teacher’s Private Captial Toronto $10,758

22
Top 12 p.e. Investors in 2012

23
The LBO model
 Purchase
• 7.0 X $9m = $63
• Cash 27
• Debt 36
 Sale
• 8.0 X $14.1m = $113
• Debt 32
• Proceeds 81

24
The LBO model
 Purchase
• 7.0 X $9m = $63
• Cash 27
• Debt 36
 Sale
• 8.0 X $14.1m = $113
• Debt 32
• Proceeds 81
= 3.0 X cash-on-
cash

The p.e. / L.P Model Pelosi 2008 Fund
2008 2009 2010 2011 2012 2013 2014 2015 2016
A
B
C D
E
F
G
H
I
J
F
E
DA
B
C
Sale
Purchase

26
The p.e. / L.P Model Pelosi 2008 Fund
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
A
B
C
D
E
F
G H I
J
F
E
DA
B
C
Sale
Purchase
Invest Harvest

28
A lot of fish vs. Fortune 1,000 and Russell 2,000

29
p.e. Compensation
 2% of managed capital
• pays salaries, rent, and nominal bonuses
 20% carried interest from profits on distributions*
* pre-Obama

30
Performance Measures
Good Great Awesome
 IRR 20% 28% 33+%
 Cash-on-cash return 2X 3X 5+X
 Hold period 8+ years 6 years 3- years

31
Buyout Fund Sample
Partnership/Year
Capital
Committed
(M)
Capital
Cont.
(M)
Dist. As
of (M)
Net IRR
As of (%)
Oregon State Treasury 12/31/12 12/31/12
2000 Riverside Capital Appreciation Fund/2000 $50.0 $46.3 $73.1 22.1
2003 Riverside Capital Appreciation Fund/2003 $75.0 $77.4 $47.1 15.3
Apollo Investment Fund VI LP/2006 $200.0 $223.1 $57.5 3.1
Aurora Equity Partners III LP/2004 $50.0 $53.0 $20.8 17.7
BCI Growth V LP/1999 $75.0 $72.9 $27.2 -8.7
Castle Harlan Partners IV LP/2002 $100.0 $102.3 $109.8 17.3
CVC Capital Partners Asia Pacific II LP/2005 $100.0 $122.4 $38.3 -6.2
Diamond Castle Partners IV LP/2005 $100.0 $71.3 $16.1 -4.5
Endeavor Capital Fund III LP/2000 $25.0 $24.5 $43.7 28.9
Fenway Partners Capital Fund III LP/2006 $50.0 $53.9 $19.6 -4.9
Hicks Muse Tate & Furst Europe Fund LP/1999 $99.3 $116.8 $196.9 21.7
KKR European Fund LP/1999 $400.0 $532.3 $778.8 19.3
KKR Millennium Fund LP/2002 $1,000.0 $1,308.8 $1,064.2 17.9
Lion Capital Fund I LP/2004 $99.8 $108.8 $117.2 26.5
Oak Hill Capital Partners II LP/2004 $100.0 $105.8 $15.7 6.8
Parthenon Investors III LP/2005 $100.0 $67.8 $8.7 1.7
Rhone Partners III LP/2006 $100.0 $65.4 $11.5 5.8
TPG Partners III LP/2000 $300.0 $284.5 $571.9 24.5
HarbourVest Partners 2004 Direct Fund/2004 $75.0 $74.1 $21.1 11.1

32
A typical 10 company fund result
 2 out-of-the-park
 1 triple
 2 doubles
 3 singles
 2 the bank took the car keys

33
Riverside Company
 20% of the invested money will lost
 If less, we’re not taking enough risk
 Not sweat the duds, but rather the ones we missed

34
The Funnel
300 teasers
100 books
7 LOI’s
2 due diligence
1 close
20 Meetings with Mgmt

35
Options for Executives Working with Private Equity
Fund
Commit-
ment
Advisor
expenses+upside
Deal Executive / Executive in Residence
retainer+upside
Portfolio Company Management
salary+bonus+equity
Executive’s Income
Expert Network / Interim Executive
hourly comp
Operating Partner
salary+bonus+carry
David Teten, www.Teten.com/executive

36
Who the p.e. wants to meet
Job Seekers
Deal Resource
Thesis-Driven
Deal Exec
Target-
Driven Deal
Exec
Source: Andy Thompson, Notch Partners

37
Management Compensation
 CEO $200K - $350K 50-75% 5.0% equity*
 CFO/COO 125K - $275K 40-50% 1.5% equity
 VP 125K- $225K 25-33% 1.0% equity
 * and opportunity to co-invest

38
The Three Primary Return Drivers
 Leverage
 Value Improvement: EBITDA Growth
 Exit Multiple Expansion
Courtesy: Wind Point Partners

The Deal
Project NTL Sept 1st, 2007
Offer: $55 million for 75% of the company + $34 million debt, implies $107 million
Bank Adj. +$4.0 excesses 2006 EBITDA
2007 Adjusted EBITDA 12,744 16,744 Sources Debt Multiple
EBITDA Multiple 8.4x 6.41x Debt Financing 58,000 3.46x
Offer Price 107,333 107,333 new p.e. Equity 35,000 2007 2008 2009 2010
Company Debt 34,000 34,000 Total Sources: 93,000 EBITDA 12,744 17,840 23,700 29,300
Current Equity 73,333 73,333 Interest @ 12% (6,553) (5,645) (4,450)
Uses Taxes % 40% (4,515) (7,222) (9,940)
Payment to 5 owners 55,000 Capex (2,500) (2,500) (2,500)
Current Owner Proceeds 55,000 Refinancing of Debt 34,000 Debt Pay (6,788) (8,333) (11,591)
Estimated Fees and Expenses 4,000 Cash Flow 0.0 0.0 0.0
new p.e. $ 35,000 75% Total Uses: 93,000
Equity Rollover 11,667 25% Cash 0 0.0 0.0 0.0
Total Post-Deal Equity 46,667 100.0% ? equity Debt 58,000 51,212 42,877 31,286
196,039 Year 3 Ownership Net Debt 58,000 51,212 42,877 31,286
Management: of 15.0 pts 2.5%now 2011 new p.e. 63.8%
Mike Lorelli 0.0550 672 10,782 Current Owners 21.3% Exit EV 142,720 189,600 234,400
CFO 0.0300 367 5,881 Immediate skin in game 2.5% Exit Equity 91,508 146,723 203,114
EVP 0.0200 244 3,921 3 year option program 12.5% Equity to p.e. 58,336 93,536 129,485
V.P. and GC 0.0220 269 4,313 100.0% Equity to 5 owners 19,445 31,179 50,920
R&D 0.0060 73 1,176 Total cash to 5 owners 74,445 86,179 105,920
Sub. GM 0.0060 73 1,176 p.e. cash
CMO (new hire) 0.0060 73 1,176 IRR (5 years)
VP Supply Chain (new hire) 0.0050 61 980 Exit multiple 8
Total Management 0.1500 1,833 29,406

40
The Plan
 Fleshed out approach for how value will be created
• Strategic and operational blueprint
 Rapid change principles
• 80/100 rule: an 80% solution that’s ready to go now,
beats a 100% effective, theoretical solution, ready to go in 4 months
 Make capital work hard
• Re-deploy underperforming assets

Project NTL 100 Day Plan
1. Full Court Press on Basic Revenue Projects
a GROWING THE BASE BUSINESS- will be relatively easy for an organization in this space that focuses, prioritizes and
executes. The ISI partners have for the last two years been focused and spending the majority of ISI's time and resources
on acquisitions, strategic alliances, new ventures, etc and have not focused on ISI core brands and business. To date none
of these ventures have been successful but have utilized significant management time and expense. A sharp focus on the
core business / brands with the some advertising/ promotion and introduction of new products in these brands will result
in strong growth. In addition, providing more products and new and improved products to existing customers and improving
current service levels and fill rates to existing customers will definitely provide positive growth. New domestic customer
opportunities will also be a focal point.
b INTERNATIONAL-there is still currently a strong demand for ISI products, especially Twin Lab in the International arena.
Again, during the last two years because of the intended Pharmaton acquisition, ISI basically ignored existing International
distributors, never hired a new head of International sales and never entertained new distributors that contacted us for our
product. ISI is now beginning to refocus on that area with a European head of Intl sales. More resources and specific plan
for Int'l growth on a number of fronts could result in strong and quick Int'l growth.
c HERBS AND TEAS- these brands have essentially been allowed to run themselves for the last three years. Despite that
they have only declined slightly in revenues. Lack of focus and strategy are the primary reasons for these
declines. Reversing these revenue declines and growing these brands, which are both in comparatively active and hot
growth areas, is not that difficult. We need to hire a brand manager to work with our customers and suppliers to revitalize
and contemporize these lines. Both Alvita and Nature's Herbs are well recognized and trusted brands that still have a loyal
following. We need to add some new more popular flavors which customers have been asking for and update our
packaging. We can also easily look to expand the channels of distribution for these brands.

Project NTL August 9th, 2007
2004 % 2005 % 2006 % 2007 est % 2008 % 2009 % 2010 %
P&L
Net Sales 108,874 100.0% 118,293 100.0% 113,168 100.0% 115,579 100.0% 136,000 100.0% 150,000 100.0% 175,000 100.0%
Base business 98,193 97,768 100,579 109,000 115,000 125,000
Int'l 10,800 8,000 7,000 12,000 15,000 21,000
Water 0 0 1,000 5,000 7,000 12,000
Teas & Herbs 9,300 7,400 7,000 10,000 13,000 17,000
Gross Profit 45,436 38.4% 48,829 43.1% 53,124 46.0% 65,280 48.0% 73,500 49.0% 87,500 50.00%
R&D 2,192 1.9% 1,923 1.7% 1,919 1.7%
Selling 16,624 14.1% 13,783 12.2% 13,298 11.5%
Shipping & dist. 5,022 4.2% 4,411 3.9% 4,411 3.8%
Mktg G&A 1,607 1.4% 147 0.1% 2,700 2.3%
Adv. & Promo. 5,445 4.6% 2,438 2.2% 4,600 4.0%
Bus. Planning 493 0.4% 0 0.0% 0 0.0%
Consumer Aff. 132 0.1% 140 0.1% 125 0.1%
Executive 9,172 7.8% 6,596 5.8% 6,307 5.5%
Finance 2,010 1.7% 2,633 2.3% 2,529 2.2%
General Office 1,543 1.3% 1,809 1.6% 2,071 1.8%
HR 709 0.6% 818 0.7% 830 0.7%
IT 3,058 2.6% 2,921 2.6% 2,291 2.0%
ISI/N2U 282 0.2% 549 0.5% 547 0.5%
Legal 1,494 1.3% 1,949 1.7% 1,783 1.5%
Order Entry 284 0.2% 255 0.2% 249 0.2%
Other expense 1,458 1.2% 2,509 2.2% 7,819 6.8%
Production 365 0.3% 534 0.5% 313 0.3%
Purchasing 1,092 0.9% 860 0.8% 761 0.7%
Rebus 2,259 1.9% 807 0.7% 459 0.4%
Regulatory 0 0.0% 158 0.1% 180 0.2%
Corporate M&A 0 0.0% 308 0.3% 215 0.2%
int'l sales expansion 0 0.0% 0 0.0% 536 0.5%
G&Aalloc toCOG (3,145) -2.7% (3,407) -3.0% (3,472) -3.0%
Total Op. exp. 52,147 44.1% 42,952 38.0% 51,920 44.9% 54,400 40.0% 58,000 38.7% 64,000 36.60%
∆ GrossMargin-OpExp +9,046 +13,666 +21,666
Int. income 58 0.0% 18 0.0% 0 0.0%
Interest exp. 10,101 8.5% 12,594 11.1% 11,825 10.2%
Other Exp (Inc.) 167 0.1% (330) -0.3% 350 0.3%
Net Income (16,921) -14.3% (6,535) -5.8% (10,970) -9.5%
Dep. & Amort. 2,897 2.4% 3,457 3.1% 3,721 3.2%
EBITDA (3,814) -3.2% 9,334 8.2% 4,925 4.3%
adjustments 4,505 3.8% 3,729 3.3% 7,819 6.8%
BankAdj.EBITDA 690 0.6% 13,065 11.5% 12,744 11.0% 21,000 25,000 33,000
-excessive Mgt. 0.0% 4,000 3.5% 4,000 3.5%
ProFormaEBITDA 17,065 15.1% 16,744 14.5% 25,000 18.4% 29,000 19.3% 37,000 21.1%

Buyout Example Economics
WPP/Co-Investors Results
• 30% IRR
• 3.7x cash-on-cash return
CEO
• Assuming
 CEO co-invest of $750k
 CEO gets 7.5% of common
• CEO receives over $10 million
Investment (Example)
• Acquire a business for 5.5x EBITDA
• Over 5 year horizon
 Sales grow at 7% annually
 Margins improve from 14% to 15.5%
• Sell business in year 5 for 5.5x EBITDA

Components of Equity Value Creation
As EBITDA grows, the value of the enterprise increases.
At the same time, free cash flow reduces debt.
At Close Y1 Y2 Y3 Y4 Y5
EBITDA 25.2 27.5 30.1 32.9 35.9 39.1
Exit Value (5.5x EBITDA) 138.6 151.5 165.5 180.7 197.2 215.2
Cash Available for Debt Pay down 7.9 9.6 11.5 13.6 15.8
Net Debt 100.8 92.9 83.2 71.7 58.1 42.4
$ millions

45
A word on covenants
 Max Capital expenditure $1.5 million
 Min LTM EBITDA 11.0 million
 Fixed Charge Coverage 1.00x
 Total Deb Leverage 3.75x
 Maximum Senior Leverage 4.50x

48
Private Equity Analyst- November 2012

49
Private Equity Analyst- November 2012

51
The Importance of a Killer LinkedIn Profile
 50% of candidates are
found via LinkedIn
 Or they will at least check
you out

52
below average
slightly above average
Above average
Very Good
Excellent
Outstanding
Killer*
You and 6,999
You and 3,999
You and 1,999
You and 999
You and 499
You and 99
140 million LinkedIn members
14,000 serious C-Level Candidates = .0001
You and 199

53
Keywords
 • EBITDA growth
 • Revenue Acceleration
 • Margin Enhancement
 • Multiple Expansion
 • Visioning/Strategic Planning
 • Topgrading
 • New Channels/Markets
 • International Expansion
 • CEO
 • CXO
 • Lean Manufacturing
 • Turnarounds
 • Exit Strategies

55
Visit www.linkedin.com/in/mikelorelli
Mike Lorelli
(203) 655-2444
MKLorelli@gmail.com
Q & A

56
Michael K. Lorelli
15 Norman Lane
Darien, CT 06820
Office: 203 655-2444
FAX: 203 655-6916
Email: miklorelli@gmail.com
Website: www.Lorelli.net
www.LinkedIn.com/in/MikeLorelli
http://www.gplus.to/MikeLorelli
Michael K. Lorelli
Mike Lorelli’s 30-year career spans a wide range of consumer products and services, and B2B
categories, with responsibilities for both domestic and international units. His years as a line-
operating manager have largely been with Fortune 100 companies: PepsiCo and Bristol Myers
Squibb. For the last decade, as CEO, he has led revitalizations and turnarounds for private equity
firms. For example, Dr. John Rutledge, Chairman of Rutledge Capital, will say: “I would invade China
with Mike alone in a rubber boat.” Most recently, he was CEO of Carlstadt, NJ based WaterJel
Technologies, the leader in burn care products. Today he is Executive Chairman of the Board of
Rita’s Italian Ices, which was acquired by Falconhead Capital.
Mike has also led CEO engagements for Riverside Company, Rutledge Capital, and Pouschine
Cook Capital.
Mike’s assignments at PepsiCo included Executive Vice President – Marketing, Sales and R&D for
Pepsi-Cola North America, President of Pepsi-Cola East, a $1.5 Billion operating company, and
President for Pizza Hut’s International division where he led a “global or bust” charge, resulting in
expanding the Company’s presence from 68 to 92 countries, surpassing McDonalds in country
count. During his PepsiCo tenure, he is given credit for authoring the soft drink company’s “Big Event
Marketing” strategy, which coupled the product with leading- edge events in entertainment, sports,
consumer electronics, movies and home video.
Mike holds a Bachelor of Engineering degree from New York University, and an MBA in Marketing
from NYU’s Stern Graduate School of Business. He has traveled to 58 countries, is an avid runner,
claims to excel at no sport, is an active private pilot, member The CEO Trust, former member of
YPO, and author of the childrens’ best-seller “Traveling Again, Dad?” with profits donated to
childrens’ charities. Mike is a Director of CP Kelco, and iControl. He holds a Professional Director
Certification from The American College of Corporate Directors, and is also an NACD 2011
Governance Fellow. Mike is also a registered speaker with Vistage International.
Leading The World In Burn Care

The Private Equity Play by Mike Lorelli

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