《2024年亚太私募股权年鉴》英-德勤

A

sia

PacificPrivate

Equit

y2024

AlmanacAsia

Pacific

Private

Equity

2024

AlmanacContentsForeword02030513152224Executive

summaryMarket

insightsLooking

to

the

futureMarketstatisticsDry

powder

and

fundraisingDeloitte

Asia

Pacific

Private

Equity

teamAppendixTop

deals

by

geographyOur

approach253132Glossary01Asia

Pacific

Private

Equity

2024

Almanac|

ForewordForewordWelcometotheinauguralDeloitte

Asia

PacificPrivateEquityAlmanac.Private

Equity

(PE)

plays

apivotal

rolein

the

health

and

growth

of

economies

around

the

world,and

nowhere

more

so

than

in

Asia

Pacific.

The

share

of

PEdry

powder

in

Asia

Pacific

is

disproportionately

large

relativeto

the

region’s

PEvolumes:

Asia

Pacific

PEdry

powder

is

23.7%of

the

global

total1whereas

Asia

Pacific

PEdeals

only

accounted–

a

clear

indication

of

theDwight

HooperPartnerCo-Leader,

Deloitte

Asia

Pacific

Private

Equityfor

15.2%of

global

PEdeals

in

20232increasing

momentum

of

PEcapital

deployment

in

the

region.Deloitte

is

deeply

committed

tosupporting

the

industryand

enjoys

a

privileged

position

as

a

trusted

value

creationadvisor

across

the

end-to-end

PEownership

cycle

tomanyof

the

leading

participants

in

the

market

–

be

it

deal

originationand

due

diligence

or

operational

consulting

through

tofundvaluations

and

audits.

This

exposure

and

our

extensiveexperience

across

the

sector

put

us

inastrong

positiontodevelop

unique

insights

and

perspectives

on

the

marketand

toprovide

analysis

and

commentary

on

market

trendsand

trajectories.SatoshiSekinePartnerOur

aim

in

producing

this

Almanac

is

to

provide

both

a

detailedand

comprehensive

picture

of

PEactivity

across

Asia

Pacific

in2023,

and

an

analysis

of

the

overarching

themes

that

emerged.Wehave

striven

topresent

those

trends

within

the

contextof

recent

market

history

and

have

also

cast

our

gaze

into

thefuture

toexplore

some

of

the

likely

trends

and

influences

thatwe

believe

will

drive

activity

in

the

coming

year.Co-Leader,

Deloitte

Asia

Pacific

Private

EquityWehope

you

find

this

both

useful

and

thought-provokingand

would

welcome

the

opportunity

todiscuss

our

findingsand

perspectives

in

more

detail.The

Asia

Pacific

PE

market

is

dynamicand

growing.

Deloitte’s

private

equityteams

throughoutAsia

Pacific

are

proudto

play

ourpart

supporting

clients

acrossthe

end-to-end

PE

ownershipcycle

andliving

up

to

Deloitte’s

purpose:

makingan

impactthat

matters.1.

Preqin2.

Mergermarket02Asia

Pacific

Private

Equity

2024

Almanac|

Executive

summaryExecutive

summar

yThe

yearA

sia

Pacific

PE

grew

upInvestors

may

have

hoped

for

2023to

represent

a

long-awaitedreturn

tonormal

following

years

ofCOVID-19disruptions;however,

that

failed

to

materialise.

In

fact,

slowing

growth,

morecostly

debt,

and

fundraising

difficulty

have

led

many

tolabel2023

as

the

end

of

an

era

for

PEin

Asia

Pacific.

But

in

hindsight,we

may

look

at

2023as

the

year

Asia

Pacific

PEgrew

up.Ayearwhen

flatwasawin2023was

a

challenging

year

for

PE:

sentiment

waslow,

with

an

unusually

high

number

of

failed

deals

andtransaction

volumes

down

(buyout

investments

droppedfrom

1,061deals

in

2022

to947

in

2023);processes

tooklonger

and

exits

remained

challenging

(US$60B

comparedAll

but

the

most

seasoned

professionals

may

now

be

inunfamiliar

territory,

dealing

with

conditions

they

have

notencountered

before,

but

in

many

ways

the

Asia

Pacific

marketis

beginning

tolook

more

like

its

mature

western

counterparts.PEbuyout

transactions

arebecoming

much

more

widelyaccepted

in

markets

where

previously

they

were

not

–

Japanand

India

–while

China’s

slower

growth

is

driving

afocus

ontarget-screening

criteria,

strong

business

plans

and

operationalimprovements

that

are,

ultimately,

far

more

sustainable

thantop-line

growth

and

speed

tomarket.toUS$63B

in2022).

But

despite

this,

transaction

value3remained

effectively

flat

(buyout

investments

ofUS$119Bcompared

toUS$109Bin2022)with

alargeproportionreflecting

portfolio

management.Ahurdle-rate

handicapmoderatesvaluationsWhile

operational

performance

has

returned,

PEexitvaluations

have

not.

Higher

interest

rates

and

greatermacro-environment

uncertainty

are

eating

into

thepotential

returns

for

financial

buyers,

whose

target

hurdlerates

have

not

changed.

Inevitably,

higher

financing

costsare

driving

buyers

tolower

their

potential

entry

prices,effectively

adding

a

hurdle-rate

handicap

tovaluations.Slowinggrowth,

more

costly

debt,

andfundraisingdifficulty

have

led

many

tolabel

2023

as

the

end

of

an

era

for

PEinAsia

Pacific.But

in

hindsight,

we

maylook

at

2023

as

the

yearAsia

Pacific

PEgrew

up.The

emergence

ofthenon-process

sales

processWith

many

deal

processes

foundering

on

this

handicap,PEfunds

are

employing

softer

but

slower

approachestoasset

sales

–

and

different

kinds

of

deals

–

toavoidthe

practical

difficulties

and

negative

perceptions

thataccompany

a

failed

process.

These

dynamics

may

favourboth

strategic

sellers,

for

whom

price

is

not

the

onlyconcern,

and

strategic

buyers,

who

often

require

moretime

tocomplete

a

deal.

Meanwhile,

PEbuyers,

canmake

use

of

less

stringent

process

timelines

toexplorecreative

structuring

to

help

bridge

the

persistent

bid-askvaluation

gap

with

sellers,

such

as

partial

deals

withearn-outs,

synergies

with

existing

portfolio,

or

hybriddebt/equity

solutions.3.

Note:

unless

otherwise

noted,

statistics

throughout

the

Almanac

are

based

on

Deloitte

analysisof

market

data;

additional

details

are

provided

in

the

‘Market

statistics’

section

beginning

on

page

1503Asia

Pacific

Private

Equity

2024

Almanac|

Executive

summaryThe

subdued

transaction

volume

in

the

market

cannot

andwill

not

persist

forever,

and

green

shoots

are

already

showing.Interest

rates

may

have

peaked

and,

following

more

thanayear

ofsuppressed

volumes,

the

accumulation

ofbothdry

powder

and

ageing

assets

is

pressuring

GPs

totransact.New

and

current

investors

are

unlikely

to

invest

further

fundswhile

PEhouses

sit

on

such

significant

stores

of

dry

powderand

swelling

portfolios

of

aging

assets.

There

are

deals

tobe

done,

dry

powder

tobe

spent,

and

value

tobe

created

–it

will

just

take

operational

work,

bilateral

negotiations,

anda

bit

of

creativity.Fundraisingstalemate

today:

investmentopportunities

tomorrow?The

fundraising

‘stalemate’

drastically

reduced

the

numberof

funds

closed

(385)

and

dry

powder

raised

(US$63.2B)for

Asia

Pacific

PEfunds

across

strategies

(buyout,

VC,secondaries,

fund-of-funds,

and

special

situations)

–a

ten-year-low.

The

longer

this

stalemate

continues,

themore

vintages

that

will

exist

with

a

limited

set

of

buyoutfunds.

This

will

mean

that

as

GPs

move

into

exit

modefor

their

older

vintages

in

two,

three

or

four

years,

theremay

be

meaningfully

fewer

funds

in

investment

modecompeting

for

deals.Diverging

strategies,

butChinaexposure

keytoagloballybalancedportfolioInterest

in

China

is

at

a

relatively

low

ebb,

at

least

byrecent

standards,

and

PEinvestors’

view

on,

and

strategiesfor,China

have

become

varied

and

divergent.

Lookingahead,

the

same

denominator

effect

that

is

currentlykeeping

LP

money

away

from

PEfunds

topreserveasset-class

diversity

in

portfolios

may

serve

topush

LPsback

into

China

in

order

topreserve

geographic

portfoliodiversity.

In

fact,

many

believe

the

market

has

already

hitpeak

pessimism

for

China

and,

for

those

able

toinvest

withconviction,

this

may

be

a

good

time

toput

money

toworkthere.

Either

way,investors

will

not

be

able

toignore

theworld’s

second-largest

economy

in

their

global

portfolios.Operationsinthedriving

seatandmore-creativeroutestoLP

liquidityIn

the

face

of

low

transaction

volumes

and

the

challengeinachieving

satisfactory

exit

valuations,

PEfunds

areincreasingly

focusing

on

driving

value

through

operationalimprovement

and

funding

dividends

via

more

ambiguousliquidity

strategies

including

continuation

funds,

partialexits,

and

strip

sales

or

portfolio

sales

tosecondary

fundsor

fund-of-funds.04Asia

Pacific

Private

Equity

2024

Almanac|

Market

insightsMarket

insights2023

–

an

inflection

pointTransitioningtoamorematureAsia

PacificPEmarketMarket

uncertainty,

high

financingcosts,Following

years

of

low-cost

debt,

supportive

public

marketexits,

and

seemingly

ever-increasing

valuations,

the

tidebegan

toturn

in

late

2022with

a

drop

in

M&A

transactionvolumes

that

continued

throughout

2023.

In

much

of

theworld,

accommodative

monetary

policy

and

governmentsubsidies

that

supported

economic

activity

throughoutCOVID-19led

tostrong

economies

with

low

unemployment,but

also

torising

inflation,

which

was

exacerbated

by

supplychain

disruptions

and

heightened

geopolitical

concerns.In

response,

central

banks

raised

rates,

resulting

in

more-costly

deal

financing

for

PEfunds.and

slowergrowth

are

all

combining

tomake

it

a

challenging

environment

for

PEdealactivity.So,

in

the

same

way

that

the

world

economy

struggledtoadjust

tothe

onset

of

a

global

pandemic,

it

has

struggledtoreturn

tonormalcy

coming

out

of

a

pandemic.

Growth

rateshave

returned

post

COVID-19but

appear

tohave

settled

lowerthan

they

werepre-pandemic

–particularly

inAsia

Pacific.Geopolitical

events

are

disrupting

markets

and

supply

chainsremainunder

pressure.

While

inflation

has

largely

slowed,there

is

still

no

clear

consensus

on

when

or

how

quickly

centralbanks

will

lower

rates.

Market

uncertainty,

high

financing

costs,and

slower

growth

are

all

combining

tomake

it

a

challengingenvironment

for

PEdeal

activity.GDP

growth

byregion,

2014-2028E7.0%5.0%3.0%1.0%-1.0%-3.0%-5.0%-7.0%Average,24E-28E4.1%1.9%2.3%2014

2015

2016

2017

2018

2019

2020

2021

2022

2023E

2024E

2025E

2026E

2027E

2028EAsia

Pacific

Europe

North

AmericaSource:

IMF05Asia

Pacific

Private

Equity

2024

Almanac|

Market

insightsConsidering

this

backdrop,

many

PEmarket

participants

andobservers

have

argued

that

2023marked

the

end

of

an

era

forPE.

Globally,

a

period

of

low-cost

debt

that

began

following

theglobal

financial

crisis,

has

come

toan

end,

with

the

returnof

high

benchmark

rates.

In

certain

parts

of

Asia

Pacific,

thisis

compounded

by

slowing

growth

rates.

China’s

GDP

growthwas

estimated

tobe

5.2%

in

2023;apart

from

COVID-19years,••Australia

experienced

a

pivot

away

from

sectors

highlyexposed

todiscretionary

consumer

expenditures

withgreater

focus

on

resilient

sectors

such

as

healthcare

andeducation,

or

those

tied

tonew

energy

transition

–

thoughrelatively

few

of

these

transactions

closed

over

the

courseof

the

year.Meanwhile,

slower

growth

in

China

has

dampened

someinvestors’

appetite

in

the

region.

But

this

does

not

meanthe

end

of

inbound

investment.

Slowing

growth

is

naturaland

expected

of

economies

as

they

reach

a

certain

scale;the

US

is

the

largest,

most-developed

PEmarket

in

the

world,despite

having

lower

growth

and

higher

interest

rates

thanmany

parts

of

Asia.

A

slower-growth

environment

simplyrequires

more

stringent

target-screening

criteria,

developingstrong

business

plans

and

focusing

on

operationalimprovements

rather

than

a

focus

on

top-line

growth

andspeed

todeploy

capital,

as

is

the

focus

in

a

high-growthmarket.

This

shift

in

growth

profile

can

therefore

be

seenas

a

point

of

inflection

for

how

PEfunds

invest,

and

anotherindication

of

the

maturing

Asia

Pacific

PEmarket.which

were

exceptional,

that

is

the

lowest

rate

since

1990.4This

leaves

the

industry

in

an

unusual

position

regarding

talentand

experience,

with

all

but

the

most

senior

and

experiencedPEprofessionals

having

cut

their

teeth

and

built

their

careersin

a

cheap-debt,

high-growth

environment.

These

conditionshave

disappeared,

and

professionals

are

now

facing

atransition

from

growth-oriented

deals

backed

by

cheap

debttoinvestments

that

focus

on

operations

and

that

will

deliverthe

cashflow

needed

tosupport

costly

debt

payments.However,on

closer

inspection,

this

does

not

look

like

theend

of

an

era

for

Asia

Pacific

PE.

In

contrast

tothe

westernPEmarkets

that

rely

heavily

on

leveraged

finance

tosupportdeals

(Term

Loan

B

or

high-yield

bond

financing),

Asia

PacificPEfunds

often

utilise

local

bank

financing,

which

somewhatinsulates

them

from

the

rise

in

rates

seen

globally.So,

perhaps

what

we

are

really

seeing

is

not

so

much

theend

of

an

era

for

Asia

Pacific

PEmarkets,

but

the

beginningof

a

more

mature

phase

in

which,

in

various

ways,

theyare

coming

tomore-closely

resemble

and

behave

like

theirwestern

counterparts.•While

difficult

IPO

markets

(Asia

Pacific

IPO

proceedsdropped

33%

in

2023)

and

macroeconomic

uncertainty5reduced

transaction

volumes

overall

in

Asia

Pacific

(buyoutinvestments

dropped

from

1,061

deals

in2022to947deals

in

2023),

activity

remained

strong

in

some

places,notably

Japan

(dealvalue

in

USD

and

JPY

up

year-on-year48.5%

and

68.5%

respectively

in

2023),

where

public-to-private,

corporate

carve-out

and

business

successiontransactions

provided

PEfirms

with

ample

investmentopportunities.

In

fact,

the

growing

acceptance

ofPE-ownership

–demonstrated

by

these

public

companytransactions

–

can

be

viewed

as

a

sign

of

a

maturing

PEmarket.

Similarly,

India

experienced

a

significant

increasein

buyout

deal

value

(up

67.2%year-on-year

in

USD

and102.4%in

INR),

an

expression

of

the

growing

acceptanceof

buyout

transactions

in

a

market

that

has

historicallyskewed

towards

growth

investments.Activity

remained

strong

in

some

places,notably

Japan

(deal

value

in

USD

andJPY

up

year-on-year

36.4%

and

54.9%respectively

in

2023),

where

public-to-private,

corporate

carve-out

and

businesssuccession

transactions

provided

PE

firmswith

ample

investment

opportunities.4.

China’s

National

Bureau

of

Statistics5.

Dealogic06Asia

Pacific

Private

Equity

2024

Almanac|

Market

insightsAhurdle-rate

handicapSame

valuations,different

problemsUnfortunately,

that

view

was

only

partly

correct:

mostcompanies’

operational

performance

has

returned

toornear

topre-COVID-19

levels,

but

PEexit

valuations

have

not.Instead,

higher

interest

rates

and

greater

macro-environmentuncertainty

are

eating

into

the

potential

returns

for

financialbuyers,

whose

target

hurdle

rates

have

not

changed.

Withthe

possible

exception

of

Japan,

where

financing

is

relativelyinexpensive,

hitting

those

hurdle

rates

is

increasingly

difficultat

pre-COVID-19

valuations.

Carrying

higher

financing

costsand

investing

into

a

more

conservative

business

case

inevitablydemands

that

buyers

lower

their

entry

price,

effectively

addinga

hurdle-rate

handicap

tovaluations.2023

was

effectively

the

first

year

of

post-COVID-19

economicactivity

in

Asia

Pacific.

China

ended

its

zero-COVID-19policyin

January;

Japan

lifted

its

travel

restrictions

in

April;

andKorea

ended

inbound

quarantine

requirements

in

June.For

PEportfolio

companies,

this

led

toa

rolling

off

of

thepro

forma

adjustments

used

throughout

COVID-19,asoperational

performance

returned

topre-COVID-19

levels.Over

the

preceding

years,

many

GPs

made

the

argumentthat

their

portfolio

company

valuations

should

remain

steadydespite

receding

comparable

public-marketvaluations.This

reflected

the

oft-espoused

benefit

of

private

holdings

–less-volatile

valuations

with

no

need

toconstantly

mark-to-market.

It

also

represented

aview

that

the

impactofCOVID-19on

portfolio

company

operations

wouldbe

transient,

with

operations

returning

topre-COVID-19levels

after

the

pandemic

ended.

The

prevailing

viewwas

that

portfolio

company

valuations

would

also

return.KeyAsian

exchangeindices,

2014-20234003503002502001501005002014HKEX2015KOSPI201620172018201920202021202220232024Nikkei

225

IndexS&P

BSE

Sensex

IndexShanghai

SE

CompositeSource:

RefinitivAsia

Pacificmediansponsor/tradeexits,

2014-202330201021.113.011.82014201520162017201820192020202120222023EBITDA

MultipleEBIT

MultipleEarnings

MultipleSource:

Mergermarket07Asia

Pacific

Private

Equity

2024

Almanac|

Market

insightsAmorphous

sales

processesReported/rumored

reasons

for

failedprocesses,2023Hesitant

tolaunchandlongertocloseDeal

termsManagementOver

the

past

few

years,

PEasset

sale

processes

have

facednumerous

headwinds:

COVID-19,geopolitical

shocks,

supplychain

disruptions,

currency

movements,

increased

interestrates,

and

bid-ask

valuation

gaps

to

name

just

a

few.

Deloitte’sanalysis

of

Asia

Pacific

PEdeals

in

market

suggests

that

atleast

50

processes

for

PEassets

were

pulled

or

paused

in2023as

a

result

of

these

dynamics.change

(buyer)New

bidderPoorValuationgapperformanceRegulatoryIn

the

face

of

this

uncertainty,

many

PEsellers

wereunconvinced

that

launching

a

formal

sell-side

process

wouldresult

in

a

binding

bid

at

a

valuation

that

they

could

accept.As

a

result,

PEsellers

and

their

sell-side

advisors

shied

awayfrom

traditional

two-round

processes

and

increasingly

useda

new

tactic

to

avoid

failed

deals:

not

‘launching’

a

deal.

Instead,throughout

2023many

deals

started

as

investment

banksand

sellers

‘soft

sounding’,

‘testing

waters’

or

conducting

‘earlydiscussions.’

And

when

deals

did

start

in

earnest,

there

wasoften

no

set

timeline

or

definitive

process

letter.

In

this

way,processes

in

2023functioned

more

like

bilateral

–

or

moreaccurately

multi-lateral

–

negotiations

between

seller

andbuyer(s).

While

PEsellers

still

had

lofty

valuation

expectations,they

valued

discretion

from

potential

buyers

toprevent

theirassets

being

tainted

by

a

‘failed

process’.

The

result

was

manypro-long

processes,

with

some

dragging

on

for

six,

nine,

or

even12

months

without

resolution.Pursue

IPOLack

ofinterestSource:

Deloitte

Asia

Pacific

PE

Opportunity

PipelineHowever,for

strategic

sellers,

particularly

founders

orcorporates

selling

an

asset

due

tomanagement-successionissues,

it

was

a

different

story

and

price

was

not

the

onlyconcern.

This

category

of

seller

wants

to

understand

how

PEfunds

can

improve

and

grow

the

business,

to

provide

comforttoemployees

and

other

stakeholders,

such

as

suppliers,customers

and

the

wider

community.

Unencumbered

bya

strong

valuation

expectation,

the

risk

of

a

failed

processis

lower

for

these

sellers.

As

a

result,

Japan,

where

it

isestimated

that

as

much

as

60%

of

PEdeals

are

drivenby

succession

issues,

continued

tosee

a

strong

pipelineof

traditional

processes

in

2023.The

slower-paced

deal

environment

for

portfolio

companysales

is

likely

tocontinue

in

2024and

may

favour

strategicbuyers,

who

often

require

more

time

tocomplete

a

deal.Meanwhile,

PEbuyers,

can

make

use

of

less

stringent

processtimelines

toexplore

creative

structuring

tohelp

bridge

thepersistent

bid-ask

valuation

gap

with

sellers,

such

as

partialdeals

with

earn-outs,

synergies

with

existing

portfoliocompanies,

or

hybrid

debt/equity

solutions.08Asia

Pacific

Private

Equity

2024

Almanac|

Market

insightsPortfolio

managementandflexible

‘exits’Operationsandliquidity

arethenewinvestmentsandexitsThe

tough

IPO

market

and

valuation

mismatches

have

drivena

change

in

GP

mindsets

about

exits

as

well.

LPs

contributecapital

when

the

GP

acquires

a

company

and

issues

a

capitalcall.

They

get

their

investment

back

through

distributionstopaid-in

capital

(DPI),

typically

as

dividend

payments

andproceeds

from

the

company’s

sale.

With

rising

interest

rates,dividend

recapitalisations

are

difficult

and

costly,

leavingportfolio

company

sales

as

the

primary

way

toreturn

capitaltoLPs.

However,in

a

challenging

exit

market,

the

once-straightforward

idea

of

selling

assets

toreturn

cash

toLPshas

morphed

into

a

larger,more

ambiguous

set

of

‘liquiditystrategies.’

In

an

effort

toreturn

capital

toLPs,

PEfunds

haveemployed

a

range

of

creative

means

togenerate

liquidityoutside

of

the

traditional

sale

of

IPO,

such

as:In

the

face

of

fewer

transactions

and

a

perhaps

understandableunwillingness

toexit

at

market

valuations,

PEfunds

turnedtheir

attention

tooperations

throughout

the

year.This

shift

infocus

was

reflected

by

an

increase

in

bolt

on

activity,

changestoportfolio

company

talent,

and

a

greater

proportion

of

deal-team

time

being

spent

on

portfolios

rather

than

new

deals.In

fact,

while

the

Asia

Pacific

market

for

buyout

investmentsappeared

toremain

flat

in

2023at

US$116B

(vs.

US$109Bin

2022),a

large

portion

of

activity

was

portfolio

related.Five

of

the

ten

largest

Asia

Pacific

buyout

investments

in2023featured

some

element

of

portfolio

management

–bolt

ons,

selling

between

a

GP’s

own

funds,

and/or

partial

sales.•Continuationfunds

toextend

the

ownership

period

ofindividual

assets,

for

example

PEP’s

single-asset

continuationfund

for

Up

Education,

an

asset

held

since

2015,or

EQT’stransfer

of

Vistra

into

its

latest

fund

via

merger

with

Tricor.Asia

PacificPEstrategies

to‘navigatethedownturn’•Partial

exits,

which

retain

valuation

upside

while

partiallymonetising

for

LPs,

for

example

Affirma

Capital’s

partial

stakesale

in

TBO

Tek

toGeneral

Atlantic,

or

Bain’s

partial

sale

ofWorks

Human

Intelligence

in

Japan

–

which

also

transferredBain’s

holding

into

its

latest

fund.Expanding

operating

capabilitiesAccelerate

investmentsAdd

on

acquisitionsFocusing

on

non-cyclical

sectorsMake

minority/other

equity

investmentsUtilising

earn-outs•Stripsales

orportfolio

sales

tosecondary

funds/funds-of-funds

tobalance

liquidity

needs

while

capturing

furtherupside

in

the

assets

owned,

for

example

Coller

Capital’sinvestment

in

Legend

Capital’s

healthcare

assets;

as

moreGPs

explore

this

option,

we

are

seeing

continued

growthin

the

em