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A perfect match? Private equity and the global pulp and paper industry 1
Contents
4 Introduction
22 Final remarks
2 A perfect match? Private equity and the global pulp and paper industry
A perfect match? Private equity and the global pulp and paper industry 3
Introduction
Private equity has until recently been In addition to the huge megadeals gener- • Apollo Management acquired Inter-
considered as an unwelcome guest at the ating a lot of publicity, these companies national Paper’s coated paper business
table of public companies and the media. are increasingly also interested in the for USD 1,4 billion in 2006.
Despite this, ever since its advent in the so-called mid-market consisting of smaller
• Altor Partners in Sweden acquired
1970s’, PE has grown spectacularly. deals below USD 1 billion in value. Many
Papyrus – the merchanting division of
The numbers attest to this: in 1980, firms are also owners of basic industry
Stora Enso – in 2008 for USD 1 billion.
the total funds available for PE was only companies, and others are diversifying
USD 5 billion. their portfolio into this sector as well. • Sequana Capital acquired Map – the
merchanting division of M-real – for
Total global M&A deals in 2007 were The global pulp and paper industry –
USD 520 million in 2007.
USD 4,5 trillion, and PE share of that was a basic, commodity industry with global
a staggering USD 900 billion (source: turnover of approximately USD 500 billion • Norske Skog divested its Korean paper
Thomson Financial). In the US, PE deals – has during the past few years attracted mills to Morgan Stanley private equity
reached USD 454 billion – an increase increasing investments from PE firms. in June 2008 for NOK 4,2 billion
of over 44% over 2006. This growth was Already more than 25% of US paper and (approximately USD 600 million).
achieved despite the effects of the finan- board production capacity is owned by
The above list is not comprehensive –
cial crisis which started during the second PE. Some recent high profile examples
many smaller deals have also taken place
half of 2007. PE has become a global are listed in the following:
in recent years.
force with an increasing impact on the
• Stora Enso’s North American paper
world’s financial markets and industry. While North America is clearly ahead of
operations were acquired by NewPage
Europe in terms of overall transactions and
The biggest PE firms have become – a subsidiary of Cerberus Capital
the role that PE firms play in them, the
financial powerhouses with the ability to Management – in September 2007
same trend might take place in Europe and
acquire some of the biggest corporations for USD 2,5 billion.
Asia-Pacific. Until only a few years ago,
in the world and shape entire industries.
• Boise Cascade’s divestment of their very few PE firms had any pulp, paper or
Many of these firms act also as investment
paper and packaging assets in 2007 packaging assets in their portfolios.
banks and manage alternative assets such
to Aldabra Acquisition – a subsidiary
as hedge funds and mezzanine financing Pulp and paper (including fiber-based
of Madison Dearborn Partners – for
in addition to PE. packaging) can be characterized as a
USD 1,6 billion.
troubled industry. The financial results
4 A perfect match? Private equity and the global pulp and paper industry
have been poor for six consecutive years impact of PE in pulp, paper and packaging that PE plays today and could play in the
now and 2008 does not look like the year and how attractive this sector could be for PE. future. For the purposes of this report, we
during which the industry would turn the • How do PE firms create value? discussed the above issues with our clients
corner. There are many reasons for this – • What types of industries and companies to gain new insights on this very current
low demand growth in North America and are they interested in? and strategically important issue. Based
Western Europe in many grades, persistent • Should PE firms become more active in on our findings, we believe that both pulp
overcapacity especially in Europe, rising the sector – could this sector become and paper and PE firms can greatly ben-
oil prices and raw material costs and the more attractive to them? efit from increased collaboration and in-
weakness of the US dollar. On the other • Why do the PE firms seem to be more volvement.
hand, demand in Asia and Eastern Europe successful than traditional management
We hope that both our private equity and
remains healthy and there are many pulp and public ownership?
pulp and paper clients will find this report
and paper companies that are producing • What is the likely role these firms might
insightful and helpful for identifying new
healthy results even in this extremely play in industry restructuring?
value creation opportunities and develop-
challenging business environment.
Ernst & Young has for many years served ing new strategies. We sincerely thank all
The industry remains fragmented, with both the leading global PE firms and the contributors for their time and insights.
the ten biggest firms controlling only a world’s biggest pulp and paper companies
25% global capacity share. For many years – delivering advice in auditing, trans
there have been speculations that even- actions, tax, risk, IT, outsourcing, perform-
tually the industry would consolidate and ance improvement and financial manage-
that this would be the key to improved pro- ment. We have a global network of dedi-
fitability. That has not happened – industry cated professionals serving both sectors
on its own has been unable to significant- and we talk regularly to the top manage-
ly consolidate and balance demand with ment of our clients on a wide range of
supply. Rise of PE has prompted many issues. Nearly all the leading companies
pundits to speculate whether PE could act of both sectors are our long-term clients.
as a catalyst and drive the consolidation
We are in a unique position to provide an
through.
objective, fresh look at the restructuring Timo Uronen,
In this Ernst & Young report we look at the process for pulp and paper and the role Director, Pulp and Paper
A perfect match? Private equity and the global pulp and paper industry 5
Private equity has become
a major force in almost
every industrial and
financial sector.
6 A perfect match? Private equity and the global pulp and paper industry
The rise of private equity
PE has become a major force to The impressive growth of PE can clearly be One of the main reasons behind the
be reckoned with in almost every seen in the following (Figures 1 and 2). success of PE has been low interest
rates, which have facilitated use of lever-
industry and financial sector. PE’s growth in deal share has certainly
age in deals. Put very simply, the logic
These firms – whether acting been impressive. And the growth of PE in
of leveraged buy-outs is the following: if
alone or in concert with other pulp and paper has also been significant
you acquire a company with for instance
(Figure 2).
similar firms – have been able to 80% debt and 20% equity – and are able
put together megadeals that have Compared with the huge total transaction to increase the value in two to three years
had an impact on entire industries. values, the main focus of the biggest PE by for instance 30% and thereafter exit the
firms has clearly been in other sectors firm via an IPO or a trade deal – the return
than pulp, paper and packaging. Despite after debt on equity is a very handsome
significant growth, considering the huge 150%.
sums involved in overall transaction values,
However, success obviously depends on
the investments in pulp and paper are
the availability and cost of capital , the
still very small and represent only a small
deal itself and the ability to actually in-
fraction of total deal values.
crease the value of the target. Rewards –
FIGURE 1: Global M & A transactions and PE share FIGURE 2: Global pulp and paper M & A transactions and PE share
(Source: Zephyr) (Source: Zephyr)
3.000
25.000
2.500
20.000
2.000
15.000
1.500
10.000
1.000
5.000
500
0 0
2003 2004 2005 2006 2007 2003 2004 2005 2006 2007
Value of total deals Value of global private Value of total global deals Value of global private
equity house deals equity house deals
A perfect match? Private equity and the global pulp and paper industry 7
but also the risks – are huge. Despite the have been accused of “short-termism”,
impressive growth, these firms have also stripping respectable public companies of
sometimes failed, resulting in huge losses. assets and selling the company after hav-
Success is definitely not guaranteed and ing loaded the balance sheet with debt.
risk management is an essential manage- Perhaps due to this image, most PE firms
ment tool for these firms. prefer to operate behind the scenes and
avoid unnecessary publicity – after all, the
Most PE firms own a portfolio of very di-
very name PE implies privacy.
verse assets. Their portfolio often includes
assets in technology & telecommunica- This image is certainly not the reality
tions, real estate, healthcare, consumer today: research shows that in many cases
products, media, retail and basic indus- PE owners generate more value and leave
tries. Some also have assets in the pulp, the company in better shape than public
paper and packaging industry. The focus companies.
of the selected firms are shown in Table 1
As far as “short-termism” is concerned,
– the value of assets under the ownership
average exit time today is between five to
of these firms ranges between USD 20–50
seven years. One indication of the value
billion (see page 10).
creation and sound management by PE
A number of the biggest PE firms also firms is the fact that many state-owned
specialize in distressed industries, where pension and endowment funds are increas-
the risks are higher but the rewards ingly investing in PE – these are generally
can be greater. For instance, Blackstone not known for reckless or unethical in-
Group specifies as one of its focus areas vestments. Despite this, most corporate
“out-of-favor, under-appreciated indus- managers view PE very negatively – a poll
tries.” Some other very big firms have carried out in Germany in 2004 indicated
the same philosophy. that more than 50% of the 3,500 execu-
tives interviewed considered PE as “Out
The very success of these firms has re-
of the question!”
sulted in increasing public scrutiny. In a
(Source: The Economist).
number of more publicized recent cases,
there have been public outcries against Many Sovereign Wealth Funds such as
specific deals and accusations of preda- China Investment Corporation, Abu Dhabi
tory behavior by some PE firms. PE firms Investment Authority and The Government
8 A perfect match? Private equity and the global pulp and paper industry
TABLE 1: Selected PE firms and their sector focus (Source: company reports and web sites, July 2008)
Apax Partners ■ ■ ■ ■ ■ ■
Apollo ■ ■ ■ ■ ■ ■ ■
Bain Capital ■ ■ ■ ■ ■ ■ ■
Bridgepoint ■ ■ ■ ■ ■
Cinven Group ■ ■ ■ ■
Fortress ■ ■ ■ ■
Goldman Sachs ■ ■ ■
KKR ■ ■ ■ ■ ■ ■
Macquarie ■ ■ ■
Permira ■ ■ ■
3i ■ ■ ■ ■ ■ ■
Triton Pacific ■ ■ ■ ■ ■
A perfect match? Private equity and the global pulp and paper industry 9
10 A perfect match? Private equity and the global pulp and paper industry
Research shows that in many
cases PE owners generate more
value and leave the companies
in better shape than when
evidenced by comparable public
company benchmarks.
Pension Fund of Norway have invested in Despite this, many PE firms completed
PE. There has also been a downside to this impressive new funding during 2007 –
– while the funding has certainly been wel- a total of USD 282 billion in the US alone
come, recently there have been calls for (a 25% increase to 2006). This capital is
more transparency and disclosure, as now available for investments in a changed
well as cautions against undue influence environment. As a result, the biggest PE
by foreign governments. The interest of firms have now increasingly changed their
Sovereign Wealth Funds and pension funds focus from huge mega-deals to the less-
very clearly highlights the attractiveness risky mid-market (defined as deals below
of PE firms and their ability to generate USD 1 billion). This may be one of the
higher returns for investment than what is reasons for the recent interest in the pulp,
available in the public markets. paper and packaging companies.
PE firms are affected by the general eco- Despite the new challenges, such as the
nomic conditions. The subprime crisis and credit crunch, the uncertain stock market
the credit crunch that started in late 2007 and the increased media and political
has impacted also the PE sector, and fund- attention, senior executives of the biggest
ing has become much more difficult. Now- PE firms remain confident about the future
adays PE firms need to use as much as (Source: Ernst & Young sponsored private
30–40% of their own equity to finance a equity Leadership Network, November
major deal – a few years ago the figure 2007). These firms have a superb track
was closer to 20%. Use of leverage is record of generating high returns and
therefore much more difficult. Several they will undoubtedly continue to excel in
high-profile deals were cancelled in 2007 finding innovative ways to deploy capital
and the first half of 2008 as a result of effectively and create value in their port
the uncertainty of the financial markets folio of companies.
– similarly, the turbulence of the stock
markets also affected many planned exits.
A perfect match? Private equity and the global pulp and paper industry 11
The attractiveness of pulp and paper
At first glance, the pulp and The financial results and stock market per- people. Growth and profitability prospects
paper industry does not seem formance of many companies leaves much vary by product group and region: North
to be desired. However, some companies America and Western Europe are mature,
like a lucrative investment target.
such as International Paper, Kimberly- whereas Central Eastern Europe and Asia
Table 2 shows the profitability Clark, SCA, Anglo-American (Mondi), have strong growth.
and market capitalization of Nine Dragons, Mayr-Melnhof and Holmen
In addition to demand and supply, the big-
some of the biggest pulp and are generating healthy results even in the
gest reasons for the unsatisfactory profits
paper companies. current challenging business environment.
for most companies are the external fac-
In addition to ownership, pulp, paper and tors. The USD is extraordinarily weak and
fiber-based packaging is a fragmented and the price of oil has reached yet another
heterogenous business also in the product peak. These are both perhaps the most
dimension. Product areas like tissue, pulp, volatile economic factors possible – the
newsprint, office papers, coated woodfree, US dollar has weakened 60% in relation
coated mechanical, containerboard and to euro and other major currencies (such
paperboard are all different businesses – as CAD, SEK and GBP) in just a few years.
with differing business logic, cost struc- If and when these factors change and the
ture, end-uses and distribution. Most big industry has restructured and reduced
pulp and paper companies also have siza- costs, the surviving players should be
ble sawmilling and building products oper- in a very good position to make money.
ations. These products are used through- The question is, of course, how long will
out the world in everyday-life by billions of this take?
TABLE 2: Key figures of selected pulp and paper companies (Source: annual reports)
12 A perfect match? Private equity and the global pulp and paper industry
Pulp and paper
matches the investment
criteria of many PE
firms relatively well.
A perfect match? Private equity and the global pulp and paper industry 13
14 A perfect match? Private equity and the global pulp and paper industry
When the business environment
eventually improves and
the industry has restructured,
the remaining companies
should be able to produce
good financial results.
We have analyzed the criteria that the TABLE 3: PE investment criteria and fit with pulp and paper
(Source: EY analysis)
biggest PE firms seem to use when select-
ing a business they are interested in. This Private equity criteria Fit with pulp and paper
is based on publicly available information
Historical profitability Good
and discussions with leading PE firms and
the comparison with the pulp and paper Current profitability Poor
industry is shown in Table 3. • North America and Western Europe: Low
Market growth
• Central and Eastern Europe and Asia: High
The attractiveness varies by grade, market
and company and obviously each PE firm Potential for consolidation High
has its own, differentiated investment Potential for cost reduction Medium
strategy. But it would seem, that overall
the pulp and paper industry matches the Need for investments Medium
investment criteria of PE relatively well. Ownership structure Most are public companies
A perfect match? Private equity and the global pulp and paper industry 15
Value creation and private equity
Ernst & Young recently studied FIGURE 3: Growth in business value driven by PE
(Source: EY research: How do private equity investors create value? A global study of 2007 exits)
the value creation of PE (see
report: How do PE investors create
value? A global study of 2007 TOTAL=23% EV growth TOTAL=24% EV growth
16 A perfect match? Private equity and the global pulp and paper industry
A perfect match? Private equity and the global pulp and paper industry 17
The success of PE firms can be attributed to four cornerstones
(Source: EY report: How do private equity investors create value
– A global study of 2007 exits)
18 A perfect match? Private equity and the global pulp and paper industry
It is clear, that PE firms are on average
Highly motivated management Successful and well-executed exit performing better than their public coun-
PE firms are demanding owners. PE firms make money from their terparts. Some of the acquired business-
They select the best possible team acquisitions at exit. Successful es may be carve-outs from big conglom-
to execute the business plans, and timing and planning are critical, erates, that might not have received the
while the targets are usually very and exit considerations are taken management attention and investments
challenging, the incentives are also into account at target selection needed. When taking a firm private, many
very attractive. Success is hand- level. The exits are usually IPOs’, administration and corporate governance
somely rewarded, and the winning but trade deals or selling to another costs such as SOX 404 are removed. De-
management team is often granted PE firm are also possibilities. cisionmaking is faster and more straight-
equity in the business, typically be- Average exit time is between five forward and many non-core assets such as
tween 5% and 10%. and seven years. real estate, land or production units can be
divested. Capital is readily available for fi-
nancing growth through acquisitions, in-
vestments or expansion into new markets.
A perfect match? Private equity and the global pulp and paper industry 19
Private equity and pulp and paper
– a perfect match?
Ernst & Young has approached However, some big PE firms already have ty. Some PE firms are at the moment very
the leading PE firms to discuss substantial assets in the sector – examples actively studying these opportunities.
are Madison Dearborn Partners, Cerberus
the attractiveness of the pulp, We feel there is a very good match between
and Apollo Management. The result of
paper and packaging industries. our query is very interesting for the in-
some PE firms and pulp and paper. Pulp
The clear majority of the top 20 and paper industry needs restructuring,
dustry itself and the PE firms that already
new ideas and better demand and supply
firms responded that this sector have assets in the sector. For the industry
management. Some companies are cur-
is not in their near-term focus. this means that restructuring efforts must
rently unable to close or divest old capac-
be continued and PE firms will not act as
ity due to the resulting write-downs, while
a catalyst for consolidation. At the same
others may need capital in order to expand
time, the PE firms that have entered the
in the emerging markets. In the on-going
sector can enjoy a relatively green pasture
restructuring process, many companies
– there is limited competition from other
need to divest non-core assets – a trade
PE firms for the best deals.
deal is often not possible due to competi-
While global consolidation through in- tion authorities, whereas a PE deal could
creased PE involvement is not realistic, re- be. Many of the past M&A deals of the in-
gionally and within specific grades – such dustry have been unsuccessful. Partnering
as coated woodfree or tissue in Europe or with a well-known PE firm can ward-off un-
paperboard in Asia – the situation is differ- welcome bids by competitors or other PE
ent. There are opportunities for taking a firms. PE can be a solution and a partner
dominant position regionally in a particular in all of the above.
grade and this could bring about regional
Within a specific product group and re-
consolidation and improved profitabili-
gion, consolidation and subsequent cure of
TABLE 4: Added value for PE and pulp and paper (Source: EY analysis)
Added value for private equity Added value for pulp and paper
Potential for consolidation in specific grades and regions Restructuring through disposals and carve-outs
20 A perfect match? Private equity and the global pulp and paper industry
the industry’s illnesses are possible. Many PE firms are serial buyers and sellers of busi-
companies share prices have during 2008 nesses – in 2006 they completed altogether
declined and they have disposable as- 3000 buyout deals. One of their core compe-
sets. The market is mature in North Amer- tences is M&A and financial management, and
ica and Western Europe – to be sure. But pulp and paper companies could benefit from
many of the products and end-uses of the their knowhow. Under private ownership,
industry are products used by billions of costs associated with public companies would
people in everyday life – they are not going be reduced and difficult decision-making re-
to be substituted in many years, if ever. garding, for instance capacity closures, would
be more straightforward. There are possibili-
The current credit crunch and financial
ties for operational cooperation – especially in
turbulence have made huge mega-deals
the case of carve-out deals.
more difficult and the recently built-up
funds are looking for investment opportu- It would be an overstatement to say that PE
nities. Regional and focused investments and pulp and paper is a “perfect match”. The
in the pulp and paper sector meet many of industry remains in trouble in North America
the investment criteria of a number of PE and Europe – this is a big, capital intensive
firms. A summary of the match between and cyclical business with low market growth
the requirements of both sectors is shown except in Asia and Central Eastern Europe.
in table 4. Many PE firms have several other very inter-
esting investment alternatives. But for some
PE firms have hundreds of companies
PE firms currently also investing in basic
across diverse industries under their
industries through mid-market deals and in
management – this could provide a huge
certain products and regions it could be very
pool of new business concepts and man-
attractive.
agement experience from other industries.
A perfect match? Private equity and the global pulp and paper industry 21
Final remarks
During recent years, private equity Most of the big PE firms do not consider While it really can’t be called a “perfect
has risen to the forefront of the the pulp and paper sector attractive and match,” our findings suggest, that there
their investment focus is elsewhere. This is a case for increased collaboration and
financial markets of the world.
means, that any major industry restructur- interaction between PE and pulp and pa-
Contrary to popular belief, these ing and consolidation on a global scale is per. The industry provides opportunities
firms usually leave the business not likely – at least not through PE. There- for value creation and consolidation within
they have acquired better-off prof- fore, we are unlikely to see any major specific regions and grades, while PE pro-
itability, a hold-period of five to megadeals or takeovers funded by PE in vides capital, a fresh look at the business,
seven years, maintained or higher the near future. However, some of the big- new management ideas and restructuring
gest PE firms already have assets in the possibilities. We believe, that the trend of
employment levels, investments
sector and they have indicated their inter- increasing PE investment in pulp and pa-
in new products and markets and est to expand in pulp and paper in addition per that has been seen in North America
comparisons with public compa- to many mid-market firms – they can enjoy will also be seen in other regions. This
nies all testify to that. a relatively green pasture. will in our opinion create new value cre-
ation opportunities and better profitabil-
Regionally and within specific grades
ity for both the industry and the private
there are significant opportunities. Many
investors.
firms have also built-up major funds re-
cently, and this capital needs to be effi-
ciently deployed. In many ways, pulp, pa-
per and fiber-based packaging meets the
investment criteria used by these firms.
The business environment will eventually
change – preferably sooner than later.
22 A perfect match? Private equity and the global pulp and paper industry
Further reading and contact information
Ernst & Young has produced the following For further information, please contact:
thought leadership reports, that are relevant
to both PE and pulp and paper: Timo Uronen
Director, Pulp and Paper
• Private equity – 2007 year in review
A perfect match? Private equity and the global pulp and paper industry 23
Ernst & Young
www.ey.com
© 2008 EYGM Limited.
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24 A perfect match? Private equity and the global pulp and paper industry