Académique Documents
Professionnel Documents
Culture Documents
Paul E. Raether
July 18, 2012
CONFIDENTIAL
Work with company management day in and day out and have in-depth
knowledge and relationships around their respective industries
KKR Capstone
Portfolio
Management
Committee
Responsible for working with our deal teams from the investment date
through exit in order to ensure that strategic and operational objectives
are established and pursued, and that the performance of the investment
is closely monitored
Capital Markets
Senior Advisors
KKR Capstone is owned and controlled by its senior management and not KKR.
100-Day Plan
KKR Capstone
Captive relationship
Experienced team of
senior operators
Focused on resultsoriented execution
Operational Excellence
Product/market strategies
Regional strategies
Partnership strategies
Acquisition strategies
Positioning for exit
Top-line improvement
(e.g., sales force, pricing)
Cost reduction
Working/operational
capital reduction
IT master plan
R&D master plan
Optimize Organization
KKR Capstone is owned and controlled by its senior management and not KKR.
Lower Exit
Multiple
Than Entry
Assumed
77%
Note:
(1)
(2)
Same Exit
Multiple As
Entry
Assumed
7%
60%
40%
70%
20%
26%
0%
EBITDA Growth
4%
Deleveraging /
Cash Paid Out
Multiple Expansion
The PMC serves as an early warning system to identify issues in individual portfolio
companies and then address them (this is the primary objective of the PMC)
The PMC brings rigorous discipline to the process of reviewing all portfolio investments
Discipline to get the information in the monthly/quarterly/annual reports to the Committee members
on time
Discipline to identify issues and then to ensure that they are corrected as quickly as possible
The PMC process is interactive follow-up occurs not just at formal presentations but also
as necessary or required
The PMC aims to be efficient, not bureaucratic. Issues need to be identified early and resolved
before they become difficult problems
As an example, if an acquisition opportunity presents itself between reports, the KKR deal team
engages the PMC in a dialogue about their thoughts and plans as well as presenting to the
Investment Committee if additional equity is required
For the PMC to be effective, it needs to engage the deal teams in a continuous dialogue
PMC members are matched with KKR deal teams to provide more concentrated oversight every
portfolio company is assigned to a PMC member
KKR deal teams are encouraged to come to the PMC for advice
Note:
As of March 2012.
PMC Process
Monthly/quarterly reports are typically due the first week of each month
Financials are submitted electronically by the deal teams (and by the portfolio companies
themselves) via PortfolioCentral
Monthly reports are limited to financials and a brief overview email; quarterly reports include
a more thorough write-up (4-8 pages) to give the committee periodic insights into the
business
The PMC meets telephonically each month to review the portfolio company reports received from
the deal teams
The Committee also meets monthly in person to review one of our 9 industry groups including all of
the investments in that vertical
Each Company being reviewed that month submits a short presentation for discussion with
the PMC (no more than 10 pages)
In these meetings, the PMC also reviews the 100 Day Plans for each new investment
(1)
Strong portfolio of high quality franchises across all active private equity funds
77 currently held portfolio companies in our private equity funds with more than $200 billion of annual revenues and nearly 900,000
employees
Well diversified by industry: no industry greater than 20% of remaining portfolio value
North America represents 53% of remaining portfolio value, Europe 36%, and Asia 11%
Outside of the U.S., no country has more than 11% of the remaining portfolio value
North America
Hilcorp
Resources
*
Samson
Resources
KKR Debt
Investors
Texas Crude
Energy
Europe
Asia
China
Outfitters
Novo Holdco
Limited
Note:
(1)
*
10
The specific companies identified are not representative of all of the companies in KKRs current or historical North American private equity portfolio, and it should not be assumed that an
investment in the companies identified was or will be profitable. At the time of investment and currently from a KKR monitoring standpoint, Aricent and Avago are classified as North American
investments based on specific criteria; given the companies however have significant operations in Asia we also include the companies in our Asian private equity portfolio.
As of March 31, 2012. Excludes transactions closed after that date.
KKR announced its exit from El Paso Midstream in April 2012.
Note:
(1)
(2)
11
Masonite
Modern Farming
Nielsen Company
Northgate
Novo
Rockwood
Rundong
SBS Broadcasting
Santander Consumer
Seven Media
Sino Ocean
SunGard
TCEI
Tianrui
TVS Logistics Services
United Envirotech
VATS
Versatel
Visant
Visma(2)
Weld North
Wild Flavors
Yageo
Academy
Accellent
AOT
Ambea
Aricent
ATU
Avago
Bharti(2)
Biomet
Capital Safety
CICC
Dollar General
El Paso Midstream
Go Daddy
Hilcorp Resources
Intelligence
ITC
Magma
Maxeda
MMI
MTU
Pets at Home
ProSiebenSat.1
Samson Resources
Sealy
Tarkett
TDC
Texas Genco
Toys R Us
U.N. RoRo
Unisteel
Auction 16%
AVR
BIS Cleanaway
Capsugel
Dynamit Nobel
Inaer
Ipreo
KION
Legrand
NXP
Oriental Brewery
PagesJaunes
PanAmSat
TASC
U.S. Foods
Data in the chart above represents all private equity transactions publicly announced or completed from inception of Millennium Fund (2002) through
April 30, 2012; percentages are based on number of transactions.
Limited Process is defined as three or fewer parties, including KKR.
Proprietary transaction that became a Limited Process transaction.
Refinancing Strategy
12
Refinancing Overview
Following the 2008 credit crisis, markets have improved opening the door to new deals and portfolio exits. During 2010-2012
YTD, the capital markets have generally remained open for refinancing activities
Issuance volumes continued recent strength, driven by record high yield issuance volume
o
Q1 2012 leveraged loan issuance of $102 billion vs. Q1 2011 volume of $85 billion(1)
Q1 2012 high yield issuance of $99 billion vs. Q1 2011 volume of $78 billion(1)
Fund flows remain strong with record inflows in high yield during Q1 2012
o
13
KKR formed an internal team, led by KKR Capital Markets, to spearhead our refinancing efforts
Over the past several years we have made significant progress in proactively addressing our portfolio maturities
Note:
(1)
(2)
(3)
(4)
Trading performance rallied during Q1 2012 driven by modest volatility and positive investor sentiment:
Portfolio liquidity and refinancing strategy remain top priorities across KKR
Leveraged loan funds experienced net inflows of $520 million during Q1 2012; high-yield funds saw net inflows of
~$15 billion(2)
Aggressively took advantage of re-opening credit markets to refinance over $14 billion of debt at our North American
portfolio companies in 2009
In 2010, refinanced over $28 billion of North American portfolio company debt
In 2011, refinanced over $45 billion of North American portfolio company debt
During Q1 2012, refinanced over $9 billion of North American portfolio company debt
Success resulted from strong performance of our portfolio companies and the proactive, integrated, and systematic
approach of our deal teams and KKR Capital Markets
Aricent
Dollar General
Completed Refinancing of Existing TL B and Revolver; Offerings include $315 million Senior
Subordinated Notes
Refinanced existing TL B maturing at the end of 2012 with $400 million senior secured notes due 2017
Refinanced existing revolver due at the end of 2011 with asset-based revolver due in 2015
Completed $315 million senior subordinated notes offering due 2017 to repay existing subordinated notes
due 2013
Following these transactions, Accellent will face no debt maturities until the revolver comes due in 2015
(currently undrawn), and the remaining debt matures in 2017
Completed Refinancing of Credit Facility, PIK Note Repayment and PIK Note Extension
Refinanced existing Credit Facility maturing in 2013 with $460 million Credit Facility due 2016
Put in place new $75 million revolver due 2016, increasing borrowing capacity and extending maturities
Repaid $110 million of PIK note and extending the maturity from 2015 to 2016 of the remaining $532
million
Following these transactions, Aricent will face no debt maturities until 2015
Note:
14
Allow for the repayment of Senior Subordinated Notes with Senior Unsecured Notes
Increase restricted payment capacity for loans and advances to parent entities, dividends, etc.
Allow the Company to direct voluntary prepayments to any class of term loans
Remaining 2014 maturity reduced by over 40% to ~$1.1 billion from ~$2.0 billion
2010: Completed Exchange Offers; Offerings include $500 million Senior Secured Notes and $350
million 2nd Lien Notes
Completed $500 million senior secured notes offering due 2020 to repay existing debt
Completed exchange of EFH 2017 LBO notes for up to $2.18 billion of 2020 notes secured by the stock in
Oncor and an aggregate amount of $500 million of cash:
Completed exchange of $478 million of TCEH unsecured bonds into $336 million of senior secured 2 nd lien
notes due 2021
Completed $350 million TCEH 2nd lien notes offering to repay TCEH unsecured bonds at a discount
Completed exchange of ~$1.275 billion of existing TCEH LBO notes into ~$885 million of TCEH 2 nd lien
secured notes
2011: Completed Amend & Extend Transaction; Included $1.75 billion Senior Secured First Lien
Notes Offering
Excluding $1.5 billion of senior secured first-lien notes from secured leverage covenant
Modifying TCEH / EFH intercompany note structure to benefit TCEH and its lenders
Obtaining acknowledgement from lenders that intercompany loans are arms length and 2008
2010 ECF calculations are correct
Completed Extension to existing TCEH Credit Facility included:
Extending $15.4 billion of term loans and $1.0 billion of deposit LCs from 2014 to 2017 and $1.4
billion of revolver from 2013 to 2016
Proceeds used to pay down additional term loan, deposit LCs and revolver borrowings
Completed exchange of $428 million of EFH unsecured bonds due 2017 into $406 million of EFIH 2nd lien
notes due 2021
Completed $800 million 11.75% Second Lien Notes due 2022, upsized from $400 million to $800 million
based on demand during marketing
Note:
15
Proceeds will be used to repay intercompany debt and increase liquidity at TCEH
Completed $350 million add-on to 11.75% Second Lien Notes due 2022, upsized from $200 million at launch
2010: Completed Amendment and Exchange Offer; Offerings include $500 million 1 st Lien Notes
The ability to issue additional 1st lien debt with 100% of the net proceeds used to pay existing
term loans
The ability to exchange term loans for new 1st lien bonds with longer maturities
The addition of amend and extend mechanics in the Companys credit agreement, which will allow
First Data to extend term loans opportunistically without paying additional amendment fees
The ability to issue up to $3.5 billion of new 2nd lien debt to refinance existing senior and
subordinated bonds via repayment or exchange
Completed $500 million 1st lien notes offering due 2020 to repay a portion of term debt due 2014
Completed exchange of $6 billion of senior unsecured bonds into $2 billion of 2 nd lien notes due 2021, $1
billion of 2nd lien PIK toggle notes due 2022, and $3 billion of unsecured notes due 2021
2011: Completed Amend & Extend Transaction; Included $750 million Senior Secured Notes
The amendment permits reductions of Extended Revolver commitments of 20% on a non pro-rata
basis (via a 50.1% vote)
The Extended Revolver includes a springing maturity clause springing 90 days before maturity of
2015 Senior Notes and 2016 Senior Subordinated Notes
Completed Extension to existing Credit Facility included:
Extending $1.2 billion of revolver (prior to 20% commitment reduction) from 2013 to 2016
Completed $750 million senior secured notes offering due 2019 to pay down extended and non-extended
term loans (included in $5.4 billion extension figure above) to make the Amend & Extend effective
2012: Completed Amend & Extend Transaction; Included $845 million Senior Secured Notes
The amendment permits the Company to direct voluntary prepayments to repay lender who elect
to extend their term loan holdings (via a 50.1% vote)
Completed Extension to existing Credit Facility included:
Note:
16
Extending $3.2 billion of term loans from 2014 to 2017 (2.5 years)
Completed $845 million add-on senior secured notes offering due 2019 to pay down extending term loans
lenders who elected to receive proceeds from the bond offering and make the Amend & Extend effective
Total Dividend Distribution of $4.25 billion; Completed Amendment to Credit Facility to Provide
Greater Flexibility; Offerings include $310 million 2nd Lien Notes, $1.5 billion 1st Lien Notes, $1.25
billion 1st Lien Notes, $1.4 billion 1st Lien Notes, and $2.0 billion Senior Unsecured Notes; $2.0 billion
TL Extension; Forward Commitment to Extend Revolver Maturity; $3.0 billion Term Loan Extension;
$5.0 billion 2nd Lien Notes; $2.0 billion ABL Revolver Refinancing
Laureate
17
Issuance of new TLs and 1st lien notes to repay existing TLs
Completed $310 million 2nd lien notes offering due 2017 to repay a portion of term debt due 2012-2013 and
gain approval for amendment to issue 1st Lien debt
Completed $1.5 billion 1st lien notes offering due 2019 to repay a portion of term debt due 2012-2013
Completed $1.25 billion 1st lien notes offering due 2020 to repay a portion of term debt due 2012-2013
Completed $1.4 billion 1st lien notes offering due 2020 to repay a portion of term debt due 2012-2013
Extended $2.0 billion of ~$5.5 billion of existing TLs from November 2013 to March 2017
Secured a forward commitment to extend $2.0 billion revolver due November 2012 to November 2015
Extended $3.0 billion of $7.1 billion of existing TLs from 2012-2013 to 2016-2017
Completed $5.0 billion 2nd lien notes offering due 2020 & 2022 to redeem bonds due 2016
Completed $2.5 billion ABL Revolver due 2016 to refinance $2.0 billion ABL Revolver due 2012
Extended $725 million of TLA & TLB from 2012 & 2013 to February 2016
Note:
Extending revolver maturity from 2013 to 2016; extending term loan maturity from 2014 to 2018
Mandatory prepayments from future debt proceeds to be applied first to non-extended term loans
Completed Extension to existing Credit Facility included:
Completed Amendment and Extension; Offerings include $830 million Senior Unsecured Notes;
$500 million Secured Loan, and $750 million and $330 million Senior Unsecured Notes
Completed two notes offerings totaling $830 million due 2014-2016 to fully repay May 2010 debt maturities,
opportunistically repurchase debt trading at discounts to par value and partially paydown revolver
Extended $1.25 billion of existing TLs from August 2013 to May 2016; concurrently completed $500 million
offering of fixed-rate, bond-equivalent secured loans due 2017 to repay bank TLs due 2013
Extended $1.5 billion of existing TLs from August 2013 to May 2016
Rockwood
18
Raised new $1.03 billion senior secured credit facility comprised of:
5-year $180 million revolving credit facility (existing revolver due July 2012)
Completed Recapitalization
Note:
Completed $750 million and $330 million senior unsecured notes offerings due October 2018 to repay
existing notes due August 2014
Sealy
These three transactions together bring the total amount of term debt due in 2013 down from $5.1
billion to $1.8 billion
Refinanced entire existing credit facility consisting of a $125 million revolver due April 2010, $266 million TL
A due August 2011 and $107 million TL E due August 2012 with:
$177 million convertible PIK notes due 2016 issued through a rights offering backstopped by KKR
funds
The new capital structure provides Sealy with an attractive long-term financing solution:
Increases Sealys liquidity and flexibility with an undrawn revolver and additional cash on the
balance sheet
2011: Completed Amendment and Extension; Completed Refinancing of $1.6 billion Senior Unsecured Notes
Reduced existing $1 billion revolver commitment to $750 million and extended $570 million from August 2011 to May
2013
Extended $2.5 billion of $4.2 billion original TL B from February 2014 to February 2016
Amended the credit agreement to i) allow for the issuance of new debt to repay existing term loan and ii) smoothened
maintenance covenant step-downs to provide increased operating and strategic flexibility
Completed $1.6 billion Senior Unsecured Notes offering comprised of two tranches ($900 million due 2018 and $700
million due 2020) to repay existing notes due August 2013\
2012: Completed Amendment & Extension of Term Loans due 2014; Renewed its Revolving Credit Facility
TASC
Completed amendment of existing credit facility to allow for potential spin-off of SunGards Availability Services segment
Renewal of the existing $880 million Revolving Credit Facility due May 2013 by 3.5-years to November 2016
$180 million of new $575 million TL B was used to refinance TL A, with significant scheduled amortization prior
to ultimate maturity of 2015
Amendment resulted in enhanced flexibility to refinance mezzanine notes as well as removing step-downs in leverage
ratio maintenance covenant
Refinanced a portion of the 12.375% Senior Subordinated Notes with $75 million incremental Term Loan B
Note:
19
The transaction reduced the Companys interest expense, further enhancing its overall credit profile
Pro Forma for the refinancing, the Company will have less than $200 million of Mezzanine financing outstanding
2009 & 2010: Completed ABL Revolver Extension; Offerings include $950 million Senior Unsecured Notes; $725
million Senior Secured Notes; $700 million Senior Secured TL; $350 million Senior Secured Notes
Used proceeds from a $950 million senior unsecured notes offering due 2017, along with cash on hand, to repay its
existing $1.3 billion unsecured PropCo facility maturing in December 2010
Used proceeds from a $725 million senior secured notes offering due 2017, along with cash on hand, to repay its
existing $800 million CMBS maturing in August 2010
Extended $1.63 billion U.S. ABL revolver from May 2012 to August 2015; upsized the facility from $1.63 billion to $1.85
billion
Refinanced an existing $800 million senior secured TL due July 2012 and $181 million senior unsecured TL due January
2013 by issuing a combination of a $700 million senior secured TL due 2016 and $350 million senior secured notes due
2016
2011: Completed Refinancing of Existing HoldCo Senior Notes; $400 million Secured TL B
Used proceeds from $400 million TL B due 2018, along with cash on hand, to repay its existing $500 million holdco
senior notes maturing in 2011
US Foodservice
Visant
Note:
20
Completed Refinancing of Existing Senior Notes; Offerings include $400 million Senior Unsecured Notes; $425
million Senior Secured TL; Amended Senior ABL Facility
$75 million drawn on $1.1 billion ABL, extended from 2013 to 2016 as part of transaction
Extended $100 million of existing $250 million revolver from October 2009 to September 2011
Completed $2.175 billion dividend recapitalization to repay $1.45 billion of outstanding debt and pay dividend to existing
shareholders
Q&A
21