Episode 5 of the Curious Kiwi Capitalist Podcast
13th September 2019
My guest for this show is Ian Frame, retired CEO of Rangatira Investments, a long-term private equity firm.
In this episode we discuss
- what is a private equity firm, what's their fees, investors and strategy
- the difference between classic private equity (PE) firms and long-term PE firms
- what sort of investments they're after and their investment horizon
- stock market crashes, investor cynicism and regulation
- venture capital and angel investing
- and much more..
Ian Frame was the CEO of Rangatira, a long-term private equity company, for 11 years up to his retirement in 2014. Rangitira was one of the earliest private equity firms and Ian was one of a line of extraordinarily talented CEOs who have made it one of the most successful PE investors in NZ.
Originally an engineer, he was one of the first New Zealanders to get an MBA and worked at DFC duing the '70s before joinging Downer in an international role. He worked for investment companies often in a CEO change management role. He has retired in Taranaki but still is involved in angel investing.
Transcript: Long-Term Private Equity with Ian Frame
Bruce: Firstly, what is private equity?
Ian: Well in New Zealand private equity really falls into probably three categories actually. The first there are a number of private equity firms that go and raise capital from superannuation funds and other large institutional parties and they will invest that money on their behalf of the institutions. The private equity firms take a management fee.
And usually they have to pay the funds back to the institutions within five or seven or ten years. The second category are those that invest similarly but they have their own equity and I'm talking about the likes of Rangatira, Todd Capital and similar family funds. Most of them will have maybe up to 200 million of funds to invest and they invest longer term. Because they don't have to repay the money they can afford to hold on to their investments and ride out the cycles.
The third category in New Zealand comprises a large number of family businesses, includeing virtually all of the farming sector, that run businesses based on capital provided by the family and the money they have accumulated from those businesses over the years.
Bruce: In the case of the first category the what I'd call perhaps erroneously as a classic private equity firm, they would have the limited partners: the superannuation funds, the endowments perhaps, wealthy families and individuals and they would invest that money into a fund and then the private equity firm would get a management fee and a performance fee. What's the management fee and performance fees that they tend to get?
Ian: Well they vary but generally speaking they would take a 2% fee per annum on the funds invested and then they will take a percentage like 20% of the gain over and above a fixed return.
The fixed return maybe eight percent per annum so they have to achieve that over the life of the investment and then if there's a surplus above that then they'll take 20% of that surplus. So that's what's known as a 2 plus 20 arrangement. There have been times when that's been common and other times when it's been under pressure.
Where it sits today, I'm not a hundred percent sure, but it it's probably around that 2 plus 20 level.
Bruce: And those classic private equity firms will have different funds, how long do those funds tend to last?
Ian: Well, they raise them on the basis that they have to be repaid within a certain period of time and that period of time will invariably be longer than five years, but less than or at a maximum of 10 years.
Bruce: So if they invest in a company in year zero/one they need to sell their company by year 10.
Ian: Yes, so they raise the money first and then look to invest those funds. It may take them two or three years to find something to invest in. So often they are having to sell within seven years maximum because it's taken them three years to find the right businesses to invest in.
Bruce: Now, we'll get to some more permanent capital soon rather than the limited life of a of the fund. But once they've raised funds, let's call it Fund one and they've deployed all that capital, do they then go and raise Fund two?
Ian: Oh yes, the successful ones do, but it depends on the success of their Fund because the more successful they are the easier it is for them to raise more money. Often they'll raise money for Fund two from the investors that invested in Fund one because if they are happy investors then they will put more money in. So yes, they will continue and that's how they operate - they will probably start a new Fund every two or three years. Maybe longer than that just depending on how successful they are and what the markets are doing.
Bruce: And those investors that are investing into most types of private equity including the classic PE firm, what are they looking? They can invest in bonds and the stock market, why are they investing in this risky private equity thing?
Ian: Well, it depends on the on the investor but in the case of the large superannuation funds and institutional funds such as insurance companies, they like to have a portfolio of investments. They probably mark 2% or 5% of their portfolio for higher-risk higher-return investments. Private equity wouldn’t be the highest risk/return class but it is certainly more towards that end of the scale.
Bruce: What's the difference between shorter term classic private equity firms and longer term private equity firms?
Ian: The short term private equity firms get their money from institutions and they invest on their behalf. So they act a bit like a broker in that they are making the investment decisions within the bounds of some agreed parameters. So they are investing on behalf of somebody else.
The long-term private equity investors, like Rangatira, are investing their own funds, essentially their own equity, so they don't have to worry about looking after external investors - they are investing their own money and can invest for as long as they like. Rangatira, for example, has one company I'm aware of that they've been invested in for the best part of 50 years. They usually co-invest with someone that knows how to run the business. So those long-term funds often will often take only a 50% share maximum with the other 50% to be held by those that know how to run the business.
Also when Rangatira invests, it doesn't need to have an exit strategy. That's a key difference between the long term private equity investors and short to medium term ones.
Bruce: Going back to the classic private equity firm, when they've reached the end of their Fund, what options do they have? They obviously keep going through a normal m&a process to find other other buyers.
Do they have other options outside of just selling out of the company?
Ian: Yeah, well, basically they’ve got to sell even though they may be starting new funds every two or three years. It is a possibility for them to sell an investment that may not be mature yet into the next fund but they have to be very careful in doing that.
Usually they would need to bring in some Independent party to audit that process including valuation. Usually there isn’t any transfer of assets between Funds because they set out to have an exit strategy from day one and they will work continuously on that exit strategy throughout the investment period.
Bruce: When you're looking at the longer-term private equity companies.
What sort of turnover of investments do they tend to have if it's up to 10 years for a classic private equity firm and it's more longer term for the Rangatiras of the world, how long on average has longer term?
Ian: Okay, the the long-term private equity firms in New Zealand are generally what I would call in the emerging growth sector. So they invest in businesses that are probably turning over a minimum of say 10 or 12 million dollars per annum - that's about a million dollars per month of sales revenue and they look to grow them to fifty or a hundred million or a hundred and fifty million dollars of turnover.
In some cases they may be able to achieve that in 5 to 10 years in some cases it takes longer. Because they do not have to sell, they do not need to have an exit strategy. They just believe that by continually adding value to the business, sooner or later there will be an exit opportunity for them if needed.
In essence, they don't have to sell because they've invested their own equity, so they can continue to hold. Generally, when they do sell they always sell well because they never have to sell at any particular point in time and they can wait until they have added as much value as they possibly can to that business. Also, they can wait until the market conditions are right – when there are plenty of interested buyers and they can play the market. Usually they do very well on exits. The short term private equity firms are often forced to sell at a certain point in time, so they have to work hard to make sure that they have suitable strategic buyers lined up well in advance.
And there are cases where they just have to cut their losses and get out because they've got to realize their funds. They haven't had time to achieve what they expected to achieve and they're under pressure to exit at an inconvenient time in the market.
Bruce: During the time that the classic films are holding the investments those investments would be probably distributing dividends. In the case of longer-term private equity firms who are holding those Investments for 20, 30, 40 years they are taking those dividends. In the case of Rangatira how did they distribute the dividends because Rangatira is actually "Unlisted" so to speak?
Ian: Yes, Rangatira acts very much as if it is a listed company. Its shares do actually trade on the Unlisted platform which, while it's called "Unlisted" it is actually a listed platform, but it doesn't have all the formal compliance requirements of the main Stock Exchange. Rangatira declares and pays dividends to its shareholders every six months. And traditionally those dividends have been quite good because Rangatira is about two-thirds owned by charitable trusts and many of those trusts are dependent on the income that comes from Rangatira’s dividends. So in many ways it's like a superannuation fund that pays a steady, or steadily increasing, dividend to its shareholders. To do that, it needs to receive cash from its investments in the form of dividend and, from time to time, it does sell some of its investments and receives cash from that.
Bruce: So Rangatira, if you have a look at it if its balance sheet is actually at the moment pretty flush with cash. No problem with paying dividends.
I don't suppose it would do an extraordinary dividend payout based off that cash or getting into the internal machinations of the company here or must it invest it in companies.
Ian: Theoretically they probably should but practically when you've got charitable trusts holding two thirds of your shares you really want to provide them with steady income. They don't know how to handle large dollops of additional income.
So there's a bit of a practical issue there with Rangatira itself. But they tend to manage that by paying higher dividends than they may otherwise do and keeping them steady or steadily increasing year on year.
Bruce: What other companies like Rangatira are in New Zealand? It stands out because it's on the Unlisted board and therefore there is public information about it, including the annual report. We don't know much about Todd Capital and there are other family firms that I guess are private equity in structure. Do we know of many others that are other long-term firms.
Ian: No, we when I was running Rangatira we didn't come across too many that were in the same category. Todd Capital was there, K1W1 which is Tindall family company is quite active, but generally speaking there were no others so that we came across on a regular basis. The parties we did come across where the what you call classic PE firms, the ones who get their funds from others and invest on that basis. Some of the Maori trusts are getting into this space and the Ngai Tahu Trust is one of those.
Bruce: Going back to when you were first involved in the whole private equity sector what changes have you seen from your early knowledge of the sector through to when you exited.
Ian: Oh, that's a massive question because it changes, it changes all the time. Every year the markets are different and every decade Rangatira has basically had a different strategy. And it's been going for 70 probably closer to 80 years now. So it's probably in its lifetime had eight different major strategies.
What causes that is when I first got involved with Rangatira it was about 2004 and that was a good time to acquire companies. We were looking to acquire 50% of what I call by New Zealand standards medium-sized businesses turning over 20, 30, 40 million dollars and then growing those to be much larger.
Investing in private equity is not too different from investing in a rental property in the in the suburbs. You’ve got to buy right. You got to develop it right. And ultimately you’ve got to sell it right. And if you don't do the first one right, like buy right and you pay too much for it you'll never make money on the second two steps.
So you have to be able to buy private equity at the right price. At the moment the private equity market prices being paid are what I would call high and that does make it difficult for the long-term players. The short-term players can be in and out and still make a dollar but you wouldn't want to be caught with an in and out strategy if there's a major downturn in the markets such as the global financial crisis and you are forced to sell.
Bruce: The price of our business is often expressed a lot by multiple, of course multiple of probably EBITDA and if we're at the height of the market right now or back in 2007, back when you were at Rangatira, you are the height of the market back then again 12 years for before what might be the peak now who really knows... a new world I guess every day. What were the multiples that you were being offered at the height of the market versus the bottom of the market.
Ian: It depends on the sector that you're in, but if we're talking about companies turning over say 15 or 20 million dollars then generally you're not paying a premium for size and they probably haven't got a really strong market presence, so there's plenty of room to develop the business further and you could perhaps pick them up at the right multiple, say 4 times EBITDA, maybe three-and-a-half to four and a half.
At the peak of the market those figures will be doubled that – seven, eight, nine times EBITDA and there's a lot of downside risk at those sorts of multiples.
When you pay a high multiple you've got to work really hard and do a whole lot more than just buy and modify and sell. You've got to have a major growth strategy to go with it and that usually involves pulling a number of different companies together to create a much larger business.
I recently saw a company change hands that was turning over about 15 million dollars and the acquirers paid a very high multiple. The acquirer had a major strategy to use this acquisition as a core business for accumulation of a lot of other companies in the same sector. So you've got to have major growth strategies like that if you want to be playing in the shorter-term private equity game. Of course, when the multiples are high the longer-term players can afford to sit on their money and wait for the right opportunity to come along.
They aren't under the same pressure to go out and invest in the market at its peak. So there are quite significant differences in many ways between those two categories of private equity players. Of course, when they come head-to-head the more aggressive shorter-term players will often win because they will be prepared to pay a higher acquisition price. So the longer term players have to work on other factors such as there maybe a family that doesn't want to commit to an exit strategy. They're just happy to sell half the business and have a long-term growth strategy for the next generation.
Bruce: So we have 3 factors of buying low and selling high, being one and three I guess, and the second factor being growing the profitability and size of the company. You talked about one strategy there of a rollup I'd call it. Or having a the first platform company and bolting on an additional perhaps more perhaps same size companies to that to grow it. What other growth strategies are there that you
Ian: Well, if you've got a consumer brand, for example, and it's not well known and you can make it famous throughout New Zealand and perhaps Australia, or maybe global then you can increase your multiple a lot. So, if you’re increasing EBITDA and you're increasing the multiple because you're creating brand value, you can get a double whammy on growth and that's when you really make money in private equity.
Bruce: And some of the shorter-term firms focus on export markets and that's where they want to take New Zealand firms international. So that's I guess that's a core part of their growth strategy.
Ian: Yes and there's also the strategic aspect because a lot of the technology companies are trying to develop SaaS business models and develop strategic value that a large player offshore would want to acquire.
But to attract the attention of large offshore players you have to achieve a strong market position. Trademe was a good example and Xero is a good example of as well. Trademe basically made themselves so well known that somebody had to pay a high price to acquire them. And with Xero, their market position and growth prospects underpinned their value in an IPO.
Bruce: And in the case of Xero especially it had international venture capital underpining its early years.
Ian: Yes, they were able to attract that once they had got to the point where they had demonstrated their strategic importance and global appeal. I think the strategic importance came first. I think Rod Drury saw that there was a market for turning these accounting packages in to a SaaS product and he stole a march on the other players such as MYOB and QuickBooks. He stole a march on them and that then gave him a really good strategic value and it was at that point that the Americans started to invest in it. But he had to prove that strategic value first.
Bruce: Talked before about a size premium and that the mid-market firms didn't have a large size premium, what, in the case of New Zealand, where does company size start to increase the value of the company.
Ian: Depends a bit on sector that you're in but generally speaking I would call anything under 15 million dollars of turnover a small company in New Zealand, 15 million to a hundred million of turnover, maybe a bit less, would be medium and anything over that over a hundred million of turnover is a large company by New Zealand standards. I think those boundaries are appropriate for New Zealand, and don't forget if you convert New Zealand dollars to US dollars those figures are all smaller again. I don't think in the United States they would have the same categories, the numbers would be much higher, you know a large company in the US is going to be a lot more than 60 million US dollars of turnover.
What I find very interesting from a private equity perspective is whether they treat themselves and manage themselves as a small or medium or large size company.
I mean take Gallagher in New Zealand. I don't know what their turnover would be but it would be certainly in the large company category, and they probably still run themselves as a small to medium-sized company.
So that's important I think in New Zealand because if you run as a large corporate in New Zealand, it doesn't it doesn't work that well. New Zealand companies generally aren’t managed on a large corporate basis very well. Often they import the Chief Executives from offshore who know how to run a large companies in a corporate sort of way and that doesn't work all that well. You pay a massive salaries to them and you don't necessarily get success. The most successful stories in New Zealand companies in the private equity sector are companies that think big but operate on a small to medium-sized company basis.
Bruce: The growth of private equity seems to mirror the decline of the number of listings on the stock market as well. We're seeing this all around the world, especially in the US, but the ability for fast-growing companies to stay in the private sector for much longer than they used to and there's a lot of angst there seems to be with the NZX participants about the lack of IPOs and what they are doing wrong. I'll look at that review that they're doing with a great deal of interest, but I wonder if they're doing anything wrong at all. It's just the market the markets change.
Ian: New Zealanders like to have control of their Investments. It's interesting. You know, we've had some terrible stories in New Zealand in the finance sector large amounts of money have been lost both through publicly listed shares and non-bank finance companies.
Over the years there have been some terrible stories and even through to private investor advice, Ponzi schemes and there has developed a lot of distrust of financial advisers. So it's not surprising that New Zealanders are very cany about where they put their money. That actually leads to a lot of people to investing in property. They feel they can manage their own property their bank's more comfortable lending to people on property because its bricks and mortar and they can take personal guarantees to secure those loans, etc.
So, with that mentality it does make it difficult for players in the private equity market. If people are going to invest into it they often prefer to either control the business themselves or know the person that controls it or be involved in the governance so they have some direct control themselves. And when they do that, they find that it operates pretty well and they would prefer to keep it privately owned.
Why would they want to go to the market and have other people dictating how they manage and operate their investment. It's just a quirk of the New Zealand market.
Bruce: The extent of our residential property investment certainly is a heck of a quirk to have too the amount of money that's been diverted away from the productive sector into selling houses to each other seems to be one of the tragedies of the capital markets.
Ian: Well it is, but the capital markets in New Zealand can only blame themselves or maybe they can blame the politicians being too weak terms of legislating.
The scandals that have occurred in the in the finance sector and in the share market I mean 1987 there were a lot of very unsubstantial companies that were trading at very high prices all on hype.
And of course when the crash came those companies were exposed for what they were, and the people behind them weree exposed for what they were, but how many people went to jail for it? I think there might have been one and a lot of the other cowboys came back into the market within the next 10 years and everyone forgot about it.
We also have had the global financial crisis recently and through that period the non-bank financial sector, 67 finance companies, went under, I don't think any substantial second tier finance companies in New Zealand survived that.
And government finally put some legislation in place after that which hopefully has solved that problem, but you can't blame the vast majority of New Zealanders feeling nervous about giving their money to somebody else to invest on their behalf.
They would much prefer to invest in themselves and directly in their own name. And the best way to do that is to buy property. So unfortunately because the vast majority of New Zealand private equity is gone into property we have got property prices at probably what is an unsustainable level. I'd like to think it's sustainable, but I'm sure that as soon as interest rates go back up property prices will come down. And that's going to create problems of its own. It would be nice if New Zealanders became more confident, no it would be nice if the New Zealand private equity markets became much more reliable and people gain confidence in them and started to invest in productive enterprise.
Bruce: Let's talk about one area that has grown and then that is Angel Investing. I'm not sure how long Angel Investing has actually been around, no doubt it has been around for many years and many decades with a different term used, but it's shown remarkable growth and you've had something to do with this early stage investing as well I think Ian.
Ian: Yes, since I left Rangatira five years ago I have been involved in angel investing in New Zealand and that sector is developing well. The reality of what it is though is it's a group of people who get together and they are prepared to perhaps put 5% of their portfolios into higher-risk higher-return investments.
They get together in angel groups because that way they can share the collective knowledge of other people in the group and can combine their funds to co-invest with these other people. So Angel Investing is filling a gap in the New Zealand market. It's certainly at a much earlier stage - it's really a stage or two before investing then private equity.
And yeah, that is taking off pretty well
Bruce: Angel Investing has certainly taken off and in the recent budget, we're recording this in July 2019, so the May 19 budget, filled a gap a "funding gap" they called it, or they said they're going to fill a funding gap it in Venture capital. I've heard this a number of times that Angel Investing is reasonably strong certainly compared to how it used to be, private equity is strong. Is Venture Capital a stage in between Angel and Private Equity? Where are we at with venture capital side of things?
Ian: Yes, venture capital is that stage in between and it’s not strong in New Zealand. It's strong in the United States. It's pretty strong, probably very strong actually, in Australia, but in New Zealand it just hasn't taken off. And I think it's because there isn't the expertise or capital to undertake it. In many ways it is even more risky than Angel Investing and certainly more risky than private equity investment. The reason for that is simply the amount of money that's required for venture capital.
With Angel Investing, individuals can put up tens of thousands of dollars and that's not a large amount of money for a lot of people to risk. Whereas with Venture capital each investment usually requires several millions of dollars, sometimes tens of millions of dollars.
And that money isn't easily raised in New Zealand. You can get it from institutions, but they're increasingly concerned about the criteria under which their money is invested and you can get it from some very wealthy private individuals but they are wary that venture capital is probably the riskiest part of the whole cycle because the companies are still high risks while the amount of money required is much higher than for angel investing.
Bruce: And that's the big difference, angel investing is what I would call seed, the very early stages a good idea and a good person who's implementing that idea well enough to get you Angel Investors. The big change in risk, as you say, is the level of money a company requires to help it achieve its growth objectives. It seems we need to get to the bottom of why we don't have so many Venture capital firms.
I mean Jenny Morel at No 8 Wire seemed to be doing well there and closed out it's Fund and she hasn't raised another Fund but continues to help out companies through her MoreGo meetings conferences. We've got Stephen Tyndall. We've got Movac in Wellington. We've got Lance Wiggs Punakaiki Fund... I struggle after that.
Ian: Yes, and it’s debatable whether any of those are really venture capital firms. I think the reason why we don't have many venture capital funds in New Zealand is because takes a lot of expertise to run them and I don't believe that we have that expertise in New Zealand. I think we're very thin on the ground. But if you go to Australia, there are a number of people there that have gained their experience perhaps offshore and are living in Australia now or they've learned their expertise in Australia. In New Zealand there probably only a handful of people that know how to do it.
Bruce: Its almost a horse and cart thing I guess you need to either have worked for a venture capital firm or you've developed and grown a company and you've exited the company and now you have capital.
Both those cases you have the experience or knowledge and so you can start a VC firm with confidence. But without a large group of companies, a large group of entrepreneurs who have exited their companies, we don't have a large group of people who can start up VC firms.
Ian: No, and often people that have started their own firms and develop them and successfully sold out don't actually have the skills to go and run venture capital activities which cross a much wider market sector. People that have started their own firms often know that industry, know that sector, got lucky with some people they brought on board so they had a great team, and can't repeat it elsewhere.
It's one of the reasons why I have enormous respect for Richard Branson. He's one of the few people that seems to have been able to be successful in one sector and go to another. But venture capital is like an early form of private equity. It's transitioning those companies that have gone beyond seed capital and Angel Investment. It's picking up the ones that have really good prospects and then developing them into strong private equity companies. And that takes a complete range of skills, across a complete range of Industry sectors. And when I say a complete range of skills, you've got to have Financial skills. You’ve got to have people skills. You've got to have market knowledge. And you've got to know how to add value and know strategically what adds value. And in my working career have seen very few people that have been able to do that in the New Zealand market.
Bruce: Let's talk about a bit about you. Before you joined Rangatira, what was your career path? Where did you start and how did you get into private equity?
Ian: I originally graduated in civil engineering. I liked engineering but I found it two dimensional and I wanted to get into management which I saw is three-dimensional. So, when I was in the in my mid-twenties, I was in the United Kingdom and I went and did an MBA back before anyone in New Zealand had heard of MBAs. Then I came back to New Zealand and people were very suspicious of anyone with two degrees, so I had to work my way back up through the system. I got into back into Management in the construction industry and did a lot of large projects around the Pacific and in New Zealand and managed those. I was happy because I was managing rather than doing pure engineering and every project I managed was like managing your own medium sized business.
An opportunity then came up to join the Development Finance Corporation. And that was back when they were doing a very good job. They were set up by Rob Muldoon and the National government to fill a Gap. The Gap being that the banks would not lend any capital or any funds where the capital was at risk.
And it needed some party to come step in and plug that gap. And DFC plugged the gap very well, despite the fact it got criticized a bit for acting too much like a banker and taking too much security on everything. They did actually fulfill a very much-needed service. And a lot of people that came out of the DFC did interesting things after that. I was there at the beginning of the 1980s and through the 1980s there was a lot of major restructuring that took place after Rogernomics, or was part of Rogernomics, a lot of those DFC people were playing very active roles in terms of transitioning the New Zealand economy.
So after that, I got involved into change management. From the mid-80s through to the year 2000 there was an enormous amount of restructuring took place in the New Zealand market. I'm talking about restructuring of businesses because they were largely asset-based and largely cost focused - their pricing policies were all Cost Plus.
They needed to learn how to be market focused and price on a market basis rather than cost-plus. So there was a lot of corporate restructuring and took place and I participated in much of that through to the early 2000s when I went to Rangatira. Rangatira was a dream job for me really because I was putting all my previous experience together and running a private equity firm.
Part of the corporate restructuring I had done was with Renouf Corporation and Hellaby Holdings at the time. We would buy into companies that were struggling as a result of Rogernomics and we would close down what had to be closed down. We would realize assets where we needed to strengthen the balance sheets but we would pick the best parts of the business that had a future and rebuild the company based on that. A lot of those companies are still trading very strongly to this day. So yeah, it was a very interesting and very satisfying period because New Zealand needed that level of corporate restructuring and would not be the vibrant free market economy that it is today if it hadn't done all that major restructuring from 1985 to 2000.
Bruce: Well, we're sitting in your beautiful Taranaki house looking down over rolling farmland towards the sea. After Rangatira you moved up here I think? Is that right or have I missed out a section.
Ian: Yes, it took me a couple of years to get here. But I knew Taranaki was good. I love looking out the window and seeing green productive Farmland. It does my heart good. A lot of my friends have gone to live in Central Otago where you look out the window and it's barren, barren, barren.
Bruce: Rabbits rabbits rabbits...
Ian: And rabbits running around, I look out here and see beautiful green pasture and dairy cows fattening by the day.
Bruce: Thank you very much for your time.
Ian: You're welcome
Bruce: Much appreciated very, very interesting and I look forward to getting this one out.
Thanks so much.
Ian: Yeah, that’s great Bruce.