Growth Equity Case Study Slides

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The document discusses growth equity deals, highlighting a case study on Atlassian. Growth equity aims to fund proven companies for growth through minority investments, unlike venture capital which targets startups.

Growth equity targets companies that are beyond the startup phase and have proven business models and revenue but may not be profitable yet. It differs from private equity which aims for control of companies and leverages debt, while venture capital invests in very early startups. Growth equity seeks minority stakes and funds specific growth initiatives like expansion.

The case study analyzes Atlassian, a software company with under $1B in revenue but 40% growth. It evaluates a hypothetical $2B investment for Atlassian to acquire other software companies. The analysis builds financial projections and examines the impact of the proposed acquisitions.

The Growth Equity Case

Study 2.0: Atlassian


Model
Add-On Acquisitions Are Always Better with
Someone Else’s Money
What is Growth Equity?
This entire tutorial corresponds to an M&I
article on the topic:

https://www.mergersandinquisitions.com
/growth-equity/

We’ll expand on that M&I article here


and show you more of the Excel parts.
Plan for This Tutorial
• Part 1: What is Growth Equity?

• Part 2: Highlights of a Growth Equity Case Study and Model

• Part 3: How to Make an Investment Recommendation


Part 1: What is Growth Equity?
• Basic Idea: Mix of private equity (leveraged buyouts) and
venture capital (investing in risky but high-growth-potential
startups)

• Difference 1: Only tend to invest minority stakes in companies

• Difference 2: Companies must have proven markets and business


models, i.e., have actual revenue, even if they’re not profitable

• Difference 3: Companies use the investment for a specific growth


purpose, such as market/geographic expansion, more sales reps,
factories, acquisitions, etc.
Part 1: What is Growth Equity?
• Other Differences: A few related to the financial characteristics of
deals…

• Targeted Multiple or IRR: Often 3-5x and 30-40%; lower than the
5-10x that VCs target and higher than the 2-3x PE target

• Returns Sources: Primarily growth, whether organic or other, no


debt paydown, and maybe some from multiple expansion

• Leverage: Minimal debt used, but sometimes they use preferred


stock or hybrid securities like convertible bonds to mitigate risk
Part 2: Growth Equity Case Study Highlights
• This one comes from our Excel & Fundamentals course and is based
on Atlassian, a software company that creates tools for programmers

• Financials: < $1 billion in revenue, slightly negative operating


income, 40% revenue growth, and transition to subscription model

• Question: Should we invest $2 billion for a small stake in Atlassian


so they can use the funds to acquire other, high-growth software
companies and get customers and cross-selling like that?

• NOTE: This is a bit weird since Atlassian is far too big for a traditional
growth equity deal, $2 billion is huge, etc., but we’ll go with it
Part 2: Growth Equity Case Study Highlights
• Revenue: Billings vs. Revenue → Billings represents cash collected
from customers for orders, but isn’t recognized right away

• New Customers: Billings increases by XX% per year (50% to 30%)

• Existing Customers: Certain percentage renew and accept price


increases, so their Billings also increase

• Subscription Billings: New Billings + Existing Billings

• Revenue: % Recognized from This Year + % Recognized from Prev Year


Part 2: Growth Equity Case Study Highlights
• License & Maintenance Revenue is similar, but Licenses are simple
one-time sales, and New Maintenance Revenue comes directly from
License sales in that year

• Expenses: Some are simple percentages of Revenue or Billings;


others, like R&D, are based on the Employee Count and Cost per
Employee

• Next: We use these assumptions and fairly standard ones for


Working Capital (e.g., Accounts Receivable as a % of Revenue) to
build the financial statement projections
Part 2: Growth Equity Case Study Highlights
• Add-On Acquisitions: The company spends $700 – $775 million
per year over 5 years to acquire other, high-growth companies

• Problem: Company pays an average 20x revenue multiple for them!


Yes, they’re high growth(~100%), but are they worth that much?

• Setup: We created a mini-waterfall schedule to show the revenue


and EBIT from each acquisition each year, and added them up

• Punch Line: Over $3 billion of spending generates only $600 million


in extra revenue and $100 million in extra EBIT by Year 5
Part 2: Growth Equity Case Study Highlights
• Tax Schedule and NOLs: Standard setup – create NOLs when
Taxable Income is negative, and use them when it’s positive

• Statements: Ignore NOLs on the IS and account for the book vs.
Cash tax differences on the CFS

• Returns: Based on Atlassian’s historical revenue multiples, in the


10x to 25x range, and we create sensitivities at the bottom

• Why Revenue Multiples? EV / EBITDA ones don’t work here given


the company’s low-to-negative EBITDA initially
Part 3: How to Make an Investment Recommendation
• Goals: 20-25% IRR in the base case, 30%+ in optimistic cases,
and a minimum of 10% in downside cases

• So: This seems to be an easy “yes” since we meet all those targets,
the company is growing quickly and moving to a better business
model, and the market is fragmented but growing quickly

• Biggest Risk: Severe multiple contraction to the 7-10x level, but


we could mitigate some of that with a convertible bond or other
hybrid security for the investment

• BUT: You could take the other side of this as well!


Part 3: How to Make an Investment Recommendation
• Why? The issue is that the add-on acquisitions barely do
anything… remove them, and the IRR only changes by ~2-3%

• They’re too expensive, and their impact on the returns is


questionable; company does well organically, not due to deals

• So: Maybe the answer is “No, because the company needs a better
plan, such as hiring official sales reps or otherwise spending the
money on sales & marketing rather than acquisitions”

• OR: Maybe we need to increase the holding period to see the full
impact of the acquisitions?
Recap and Summary
• Part 1: What is Growth Equity?

• Part 2: Highlights of a Growth Equity Case Study and Model

• Part 3: How to Make an Investment Recommendation

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