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Private equity (PE) refers to illiquid investments or securities that are not publicly traded on an exchange, such as venture capital, mezzanine or distressed debt, leveraged buyouts, timber, oil and gas properties, and real estate. A limited partnership agreement (LPA) defines the terms of the relationship between the general partners (GPs) and the limited partners (LPs). The structure and compensation arrangements used by PE firms are highly standardized and a working knowledge of frequently employed terms and arrangements of LPAs is important to understanding the division of the profits and the drivers of returns in the industry. This note describes some of the basic features of LPAs with a particular focus on the basic terminology and compensation practices that relate to GPs and LPs.

This note was written as an updated version of "The Early-Stage Term Sheet" (UV2526) and may be used in its place. In seeking funding for an early-stage company, the entrepreneur and investor will confront choices about the amount, terms, and conditions of the financing. These terms are usually set forth in a term sheet that contains a host of provisions designed to protect the value of an investor's capital. These terms define the investor's rights as a holder of a senior security to common stock and are designed to secure the investor's ownership position, provide the right to monitor and control important company decisions, and facilitate exit from the investment. The note focuses on a few key aspects of these terms-antidilution, liquidation preference, dividends, control rights, and redemption-all of which are widely regarded by practitioners as having the greatest ability to affect the economic returns for the parties involved in an early-stage investment. Although not meant to be exhaustive, the examples offer a perspective on how a term can be worded in order to confer differential rights between the parties.

This case investigates the issues involved in a private equity (PE) firm's decision to invest in the debt of a distressed leveraged buyout. The analysis has been purposefully simplified to involve only two classes of outstanding debt, senior debt and junior debt, so that students do not need to have detailed knowledge of the bankruptcy process to complete the analysis. The main analytical task requires students to compute the expected internal rate of return for two debt-investment strategies. This case has been successfully taught in a second-year elective course covering entrepreneurial finance and PE, and in an undergraduate course on PE. The case is appropriate for use in classes on PE, debt restructuring, advanced corporate finance, or deal valuation.

This case investigates the issues involved in a private equity (PE) firm's decision to invest in the debt of a distressed leveraged buyout. The analysis has been purposefully simplified to involve only two classes of outstanding debt, senior debt and junior debt, so that students do not need to have detailed knowledge of the bankruptcy process to complete the analysis. The main analytical task requires students to compute the expected internal rate of return for two debt-investment strategies. This case has been successfully taught in a second-year elective course covering entrepreneurial finance and PE, and in an undergraduate course on PE. The case is appropriate for use in classes on PE, debt restructuring, advanced corporate finance, or deal valuation.

Spreadsheet supplement for case UV6899.

This case examines performance assessment in private equity (PE). Its main purpose is to familiarize students with the current guidelines regarding disclosure practices in PE and the performance metrics used to evaluate PE performance. The setting for the case is a $50 million investment in a new $1.3 billion fund (Fund III) being raised by Rhine Capital that is under consideration by the pension trustees of Illinois Teachers' Retirement System (TRS) at an upcoming meetings in January 2013. Students are asked to calculate the Since Inception-Internal Rate of Return (IRR), TVPI, DPI, RVI, and the public market equivalent (PME) for Rhine Capital's Fund II and make a recommendation about the $50 million investment in Fund III. The State of Illinois had been under serious financial pressure for some time, and TRS was $52 billion underfunded relative to its future obligations. To help reduce the shortfall in funding, TRS decided to increase its investments in PE, and it is imperative that those investments earn a satisfactory return. The case discusses the difficulty of measuring performance in PE and the relative merits and shortcomings of frequently used performance metrics.

Spreadsheet Supplement for product UV6790.

In January 2012, Ellen Kullman, CEO and chairman of DuPont, must decide whether to retain or sell the company's Performance Coatings (DPC) division. This is an introductory case on valuing a leveraged buyout. The case focuses on a publicly listed corporation's decision to divest a large division and asks students to compare the division's value if it remains under DuPont's control or is sold to an outside party. The transaction size of approximately $4 billion is too large for potential strategic buyers in the industry, making private equity (PE) firms the most likely bidders. The case provides a base-case adjusted present value (APV) model of DPC as a stand-alone company and gives students specific assignments to adjust it to reflect the division's potential value under PE ownership (e.g., EBITDA growth, multiple arbitrage, and increased leverage). The case is designed to illustrate and discuss the differences between a public company's valuation based on unlevered free cash flows and a PE sponsor's valuation based on residual (levered) cash flows. This case has been successfully taught in a second-year elective course covering entrepreneurial finance and private equity and in an advanced undergraduate course on corporate finance. It is appropriate for use in classes on private equity, advanced corporate finance, or deal valuation.

High-yield debt is an important provider of financing for a broad range of corporate purposes. This note discusses the basic features of high-yield debt, some of its advantages and disadvantages, and the market in which it is primarily issued in the United States: the Rule 144A market. Because the market serves more speculative and volatile companies, the characteristics of the debt differ in pricing, availability, and risk compared with investment-grade debt. The note discusses and provides data to illuminate each of these differences.

This note covers the institutional process for companies making an initial public offering (IPO) of equity. It focuses on the basic institutional requirements of an underwritten security offering and the role of investment bankers. It is designed to familiarize students with the terminology and institutional practices of an IPO. In addition, it discusses the regulatory changes brought about by passage of the Jumpstart Our Business Startups (JOBS) Act in April 2012 and compares the process before and after the act was implemented.

This note covers U.S. SEC Rule 415, more widely known as shelf registration. It briefly discusses the rationale and historical origins of the rule in 1982 and then discusses several reforms-the introduction of universal registration statements in 1992 and well-known seasoned issuers in 2005-which have greatly expanded shelf-registered equity issuance. The more frequent use of shelf registration has led to the development of alternative methods of selling seasoned or follow-on equity offers, such as fully marketed offers, accelerated bookbuilding offers, and overnight offers.

Spreadsheet Supplement for UV2522

The Carlyle Group IPO case explores the circumstances leading up to the firm's IPO in May 2012. Over the past 25 years, Carlyle had grown from a fledgling private equity firm to one of the world's largest and most diversified investment firms. Carlyle had prepared extensively for the roadshow; management anticipated some tough questions. Students are asked to evaluate the extent to which Carlyle is undervalued relative to its peers. The case provides information on how to evaluate the earnings received by the public shareholders and outlines several alternative approaches to value PPEs.

Spreadsheet Supplement for UV6618

This introductory case explores the venture capital (VC) and discounted cash flow (DCF) methods of valuing early-stage companies. OutReach Networks is an unusual start-up company in that it was profitable early in its development and did not have to seek VC funding to support its growth. The company has grown quickly and may soon be a candidate for an IPO. In November 2011, an experienced venture capitalist approaches the founder with an offer to invest $30 million in exchange for 30% of the company. While the founder sees some benefit from the VC's experience in preparing the firm for an IPO and the funding enabling it to scale more quickly, he cannot understand how the VC has arrived at this offer. The founder believes the funding should be worth no more than 15% of his firm. Potential reasons for the disagreement over the valuation are (1) differences in the founder's and investor's view of the company's risk, (2) disagreement over the appropriate set of comparable companies, and (3) differences in the methods used to calculate the percentage equity stake. The case is appropriate for use in courses covering entrepreneurial finance or venture capital.

Spreadsheet Supplement for UV6569

Spreadsheet Supplement for UV6543

In mid-April 2010, Clark McCullough, a partner at Ardent Capital, reviewed the final investment memorandum concerning a possible $110 million investment in AtHomeCare, Inc., a private company providing home health care services. Over the course of the previous year, Ardent Capital had completed preliminary due diligence, and in the fall of 2009, it had signed a letter of intent (LOI) and had been granted an exclusivity agreement to consider a potential purchase of the company. Although the company fit well within Ardent's current areas of investment focus, the deal had been conceived as a rollup strategy, in which AtHomeCare would serve as an investment platform, and other health care services companies would be acquired to build a larger entity. A large portion of the due diligence had focused on finding a suitable acquisition target, but to date no target had been locked in. With the LOI agreement set to expire later in the month, the firm's investment committee would now have to decide whether to proceed with the purchase of AtHomeCare on a stand-alone basis with only the prospects of yet-to-be-determined acquisitions or delay the purchase until an add-on acquisition surfaced.

This case and its companion (UVA-F-1102) provide comprehensive coverage of a firm's decision to undertake an initial public offering (IPO). The company is a nonregulated financial firm in a rapidly growing area of consumer finance (high credit-risk automobile loans). The A case follows the firm from its first meeting with investment bankers to the determination of a preliminary IPO price range. In the B case, the firm's "road show" encounters a "cold-issue" market, and Eagle is unable to sell its shares at a price near the preliminary file range. Management is confronted with the tough choice of whether to proceed with the IPO or cancel it. The cases provide a rich opportunity to compare management's internal valuation of the firm (derived from market multiples and discounted cash-flow analysis) with the market's assessment of value. Excel spreadsheet files are available for use with this case (UVA-S-F-1095) and its teaching note.

Spreadsheet supplement for product UV6418.