The Masters of Private Equity and Venture Capital
The Masters of Private Equity and Venture Capital
The Masters of Private Equity and Venture Capital
MASTERS of
PRIVATE
EQUITY
and
VENTURE
CAPITAL
MANAGEMENT LESSONS from the
Pioneers of PRIVATE INVESTING
ROBERTA. FINKEL
President, Prism Capital
(continued onbackflap)
The
MASTERS
PRIVATE
EQUITY
and
VENTURE
CAPITAL
Management Lessons from the Pioneers
ROBERT A. FINKEL
with DAVID GREISING
Mc
Grat/u
Hill
Copyright © 2010 by RobertFinkel and David Greising. All rights reserved. Printed inthe United
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ISBN 978-0-07-162460-2
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For Wes, Greta, and Claire, who make it all worth while.
D.G.
CONTENTS
ACKNOWLEDGMENTS ix
INTRODUCTION.
Robert A. Finkel
Prism Capital
© v ®
vi • Contents
INDEX 301
ACKNOWLEDGMENTS
• ix o
X • ACKNOWLEDGMENTS
1 •
2 • THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
The study ofa company is not the study ofa dead body. It is not
similar to an autopsy. It is the study ofthings and relationships.
They are very much alive and constantly changing. It is the study
ofsomething very much alive which falls or breaks up unless con
stantly pushed ahead or improved. It isthe study ofmen and men's
work, of their hopes and aspirations. The study of the tools and
methods they selected and built. It is the study ofconceptions and
creations—imagination—hopes and disillusions.
A Growth in Scale
The people who share their experiences in this book are leaders of an
industry that has built a track record that merits attention. Even in the
face of economic uncertainty and rising public scrutiny, private-equity
INTRODUCTION • 3
Fundamental Principals
Why do the lessons of private-equity professionals and venture capital
ists belong together? Because the guidance they share applies to all of
those participating in private enterprise, and their insights are useful
to anyone interested in learning more about the art of management.
Although they invest in different parts of the life cycle of business,
their role in the economy is much the same. Venture capitalists support
start-up and early-stage companies. Private-equity investors finance or
purchase more mature companies, middle-aged even, and give them
new leases on life. What they share is what they do: inject capital,
INTRODUCTION • 5
provide counsel and governance, devise and implement stock and com
pensation systems, help with strategy and tactics, and, in most cases,
prepare their companies for private or public sale.
Both venture capitalists and private-equity professionals invest pri
marily with money they raise in the form of investment partnerships.
With those funds in hand, they use the same disciplines: assessing hun
dreds of business plans orbuyout opportunities, weighing the arguments
for and against investing in companies, and peering into the hearts and
minds of the entrepreneurs or business people who need their backing.
When the risks are large, they often invest in syndicates, spreading the
risk—and the potential reward—among several firms. They charge fees
for managing their limited partners' capital and participate in their in
vestors' profits when they successfully exit their investments.
When venture capital and private-equity funds go to raise money,
they typically turn to pension funds, endowments, and wealthy fami
lies. There they compete against other so-called "alternative assets":
hedge funds, real estate, and ahost of commodities. These are distinc
tions with a huge difference. Even hedge funds, which seem similar to
private investment to many outsiders, bear little resemblance to private-
equity or venture investments.
The typical hedge fund manager spends much of the day paying rapt
attention to multiple plasma screens, closely monitoring the ups and
downs of the equity and derivatives markets. They trade actively, often
relying on rocket-scientist types, "quants," who run exotic financial
models. For at least a decade, the hedge fund model succeeded exceed
ingly well. Amuscular bull market in stocks and easy credit helped fuel
the growth of hedge funds, making them anearly $2 trillion business.
While the alternative asset pie grew as a whole, the hedge fund indus
try took an outsized share of that growth, and in some senses it posed
a competitive threat to private investment. Hedge funds competed for
deals, recruited the same junior talent, and sought backing from the
same limited partners. The financial troubles that began in 2007 intro
duced new troubles that many hedge funds were ill-equipped to handle.
The reverses in performance that resulted have caused havoc in the
hedge fund community. In January of 2008, well before the financial
markets broke down in late 2008, three-quarters ofall hedge funds re
ported losses, in large part due to the tightening of the easy credit that
6 • THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
funded much of their trading. The losses intensified after the collapse
ofthe Lehman Bros, investment firm in September of 2008, further
exposing the vulnerability ofhedge funds to the collapse ofcredit and
extreme market volatility.
Patient Capital
The conditions that have assailed hedge funds—tight credit, tough
stock markets, and economic uncertainty—have created challenges for
private-equity and venture funds, too. Yet, the approach ofthese funds
has proven out over amuch longer period of time, through numerous
investment cycles. Except for asmall number of high-profile mishaps,
private-investment funds have relied on their experience and savvy—
and their more patient investment mindset—to succeed in the face of a
credit crunch and unprecedented economic stress. Akey component of
their resilience is due in large part to the fact that their successes have
been built on their ability to promote sound management practices in
their portfolio companies, not just the latest investment fad or the mo
mentum of fast moving markets.
Hedge fund managers rely on their ability to time markets and gauge
changes in stock prices and the related derivatives markets to create com
petitive advantage. Private-investment professionals use similar analytical
skills, but to different effect. They use them to confirm hypotheses and as
sessments about how acompany might perform over along time frame. In
fact, many of the major sources of competitive advantage for the private-
investment asset class are qualitative in nature: picking the right companies,
mentoring their managements, measuring their performance, and driving
them toward success. Structuring deals requires the conceptual skills ofa
master negotiator, the sleuthing skills ofaprivate detective, and the steely
stomach ofarisk manager. Moving from deal to asuccessful long-term
investment requires patience, ahuman touch, strategic insight, and, ulti
mately, akeen assessment of acompany's market value and potential.
There are many styles of both venture capital and private-equity
investment. Some such investors try to get in at the earliest possible
stage, when risks and potential rewards are both extreme. Others prefer
more mature companies. Some move in and out, buying the distressed
INTRODUCTION • 7
Hallmarks of Success
Regardless of technique or investment preference, all private investors
must be expert at selecting, nurturing, and assessing their CEOs and
other company management. It is company management that makes
the key decisions of setting strategy and budget, allocating capital, man
aging inventory, and recruiting, hiring, and firing employees. Whether
providing helpful guidance or actively coaching, the private investor
still remains onthe sidelines. The better the company performance, the
more passive the investor can afford to be.
The best private investors are walking sources of wisdom based
on broader experiences than most of the managers with whom they
work. They frequently do not have the industry knowledge orpossess
the operating talent needed to run their portfolio companies, but they
do have what few corporate CEOs can hope to have: knowledge
about patterns of success based on data points acquired from
up-close experience in dozens of companies and several industries.
The veteran venture or private-equity investor likely has sat on as
many as 30 boards—both successes and failures—and learned to
navigate through the many potential minefields that a manager must
traverse to create value in a private company. They also often draw
8 • THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
students oftheir own histories and humble about what thefuture could
bring—remarkable success or devastating failure.
There are two ways to benchmark: from success and from failure.
This book will use both. Uncommon success is rarer than failure. It is
remarkably difficult to achieve. That's why itis important to learn from
the successes profiled here, especially ifwe can distill from them what
made the difference and what made their decisions right. We fail to
learn from our many mistakes at our peril, sothemissed opportunities
shared by these pioneers of the profession are important lessons, too.
Taken together, these lessons offer powerful insights into the science
and art of managing toward success.
Like any industry where ittakes many years oflistening and learning
to come up to speed, private investment has evolved as a classic master-
apprentice business. It takes a long time to learn enough that one can
responsibly invest someone else's money. Ithelps to experience the life
cycles of many different companies in a variety ofeconomic environ
ments. Living through a failure and its consequences on people's lives is
sobering. Ifwe had all the time in the world, we could afford repeated
mistakes, but we do not have that luxury. The clock that measures
return on investment never stops ticking, not just for investors but also
for managers, their employees, and anyone who is trying to achieve.
Those who can evolve and adapt most quickly win.
What is it like to work in the business? The investment process re
quires a certain bifocal view: the need to work on long-term projects
that require great patience yet acting, when necessary, with great im
patience and urgency. Private investors have to enjoy both the process
ofinvesting and the hard work ofadding value. As the job description
entails very little instant gratification, I sometimes refer to the long-
term horizon of our business as similar to listening to a Yiddish joke:
Because the verb does not arrive until the end, you do not know until
then whether it was worth waiting for.
The patience required to create atrack record of success should weed
out the sort ofperson who likes tomeasure accomplishment from day to
day orweek toweek. Whenever advising people who are contemplating
entering the business, I try my best toapprise them ofhow long it takes
tocome up to speed and be meaningfully successful. When it does not go
well, one is fighting a multiple-front war with lenders, other stakeholders
10 • the masters of private Equity and Venture Capital
up doing all three. For most, the exercise ofmemorializing these ideas
was a rare opportunity for them to proactively organize their think
ing about their methods and to share wisdom they had gathered in a
career's worth of experience.
When John Canning shares with us that managing a partnership
means having to be fair, it really means that in order to manage a
high-performing partnership one has to share the firm's economic pie,
in a sense overpaying the up and comers in order to retain and groom
them. When Joe Rice informs us that his firm views companies from
an operating perspective, it is interesting to note that his firm is one of
the very few that splits the firm's share of investment returns evenly
between deal makers and operating partners. From Jeff Walker, we
learn that measuring metrics—whether tracking revenue per employee
for an operating company or tracking the number of mosquito nets
deployed per week for an African charity—are the grist of managing
from the board level. Carl Thoma emphasizes the importance of impa
tience, and Warren Hellman shows how a private-equity investor can
bring new strategic vision thatcan improve the fortunes ofcompanies,
particularly in our post-industrial economy.
The venture capitalists in these pages educate us, as Pitch Johnson
and Bill Draper do, with intriguing stories about the origins of the
industry that tell us a great deal about the vision and risk-tolerance
required to be a successful long-term investor. Patricia Cloherty shares
how she maintains discipline andachieves success in the hurly-burly of
Russia's fast-changing economy. Dick Kramlich explains how a mega-
fund still manages to focus on the details of performance in the many
companies in its portfolio, and Steve Lazarus explores the nuances of
taking breakthrough technologies out of university laboratories and
bringing them to market.
Management Metrics
These are the lessons as the masters have learned them. I have asked
each of these teachers to focus on a different aspect of the trade,
but with a strong emphasis on how their efforts help to improve
management in the companies in their portfolios. The private-equity
pioneers have particular expertise in improving the performance of
12 • THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
to achieve it, and one can take that step by listening to and learning
from the greats. With this book, I amseeking to expand myowninter
est intheir accomplishments and channel it,inwritten form, into a kind
of virtual classroom, one open to public viewing.
PMVATE EQUITY
METHOD OVER MAGIC:
THE DRIVERS BEHIND
PRIVATE-EQUITY
PERFORMANCE
Steven N. Kaplan
Neubauer Family Professor of Entrepreneurship and Finance
University of Chicago Booth Schoolof Business
© 17 •
18 • THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
One caveat to this observation is that manyof the large U.S. private-
equity firms have only recently become global in scope. Foreign invest
ments byU.S. private-equity firms were much smaller 20 years ago, so
the comparisons are not exactly apples to apples. Even so, the trends
are clear, and, if the past record is any indication, the recent poor re
sults of private-equity funds that began to be reported in 2008 seem
likely to affect investor commitments to private-equity funds, which
likely will find it difficult to raise new capital, at least until investment
returns begin to improve.
firmwas takinga public company private. After the deals closed, manage
mentownership wassubstantial. Thechief executive officer received 5.4%
of the equity upside—both in stock and options—while the management
team as a whole got 16%. These magnitudes have not changed much
since I first studied them in the 1980s. Even though stock- and option-
based compensation has become more widely used in public firms since
the 1980s, management's ownership percentages—and management's
upside—remain greater in leveraged buyouts than in public companies.
The second key ingredient is leverage, the borrowing that is done in
connection with the transaction. Leverage creates pressure on manag
ers not to waste money, because they must make interest and principal
payments. In the United States, and in many other countries, leverage
also potentially increases firm value through the tax deductibility of
interest. On the flip side, if leverage is too high, the inflexibility of
the required payments increases the chance of costly financial distress.
This contrasts with the flexibility of payments on equity: Dividends and
the like can be reduced or eliminated as market conditions change.
Because the very inflexibility of leverage is itself a motivating factor,
private-equity firms in a sense impose discipline on their firms' manag
ers by virtue of the fact that they impose higher levels of debt on the
companies they acquire.
A third technique, what I callgovernance engineerings refers to the
greater involvement of private-equity investors in the governance of
their portfolio companies compared to the directors of public compa
nies. Private-equity portfolio company boards are smaller than com
parable public company boards and meet more frequently, around
12 formal meetingsper year and many more informal contacts. We can
infer, too, that the pressure on management increases because private-
equity firms have established a willingness to replace poorly performing
managers. Viral Acharya and Conor Kehoe report that one-third of
chief executive officers of these firms are replaced in the first 100 days,
while two-thirds are replaced at some point over a four-year period.
Financial and governance engineering were common by the late 1980s
and have remained as common features of private-equity portfolio
companies ever since.
Today, most large private-equity firms have added another type of
activity that we call operational engineering. This refers to industry and
22 • THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
availability. Consistent with U.S. results during the 1980s, this work
finds that leveraged buyouts are associated with significant operating
and productivity improvements in the United Kingdom, in France,
and in Sweden. In a 2007 paper, the economists Douglas Cumming,
Don Siegel, and Mike Wright summarized the research in the United
States and Europe and concluded that there "is a general consensus
across different methodologies, measures, and time periods regarding a
key stylized fact: LBOs, and especially management buyouts, enhance
performance and have a salient effect on work practices."
There has been one exception to the largely uniform positive operat
ing results: more recent public-to-private deals. In a study looking at
U.S. public-to-private transactions completed from 1990 to 2006, Edie
Hotchkiss and colleagues found modest increases in operating and cash
flow margins—smaller increases, in fact, than those found in the 1980s,
both in the United States and Europe. At the same time, Hotchkiss found
highinvestor returns at the portfolio company level. Acharya and Kehoe
found similar results for public-to-private deals in the United Kingdom.
These results suggest that post-1980s public-to-private transactions may
differ from those of the 1980s and from leveraged buyouts overall.
Impact on Jobs
Critics of leveraged buyouts often argue that these transactions benefit
private-equity investors at the expense of employees, who suffer job
and wage cuts. Such reductions would be consistent—and, arguably,
expected—with the productivity and operating improvements that
private-equity firms' portfolio companies achieve. Even so, the political
implications of economicgains achieved in this manner would be more
negative. For example, the Service Employees International Union, in
a 2007 report, questioned the effects of private equity on both job
destruction and the quality of those jobs.
Whatever the reputation of private-equity firms as job cutters, the
actual employment track record at companies purchased by private-
equity firms differs from the slash-and-burn stereotype in the popular
press. When I studied U.S. public-to-private buyouts in the 1980s,
I found actual employment increases post-buyout, though they were less
than for other firms in the same industry. Steve Davis and coauthors, in
24 • THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
avoid periods of poor returns by lowering the offering prices for their
purchases. In fact, in these periods, the private-equity investors did
the selling companies a huge favor by buying at what turned out to be
high prices.
Some Speculations
Overall, then, the empirical evidence is strong that private-equity ac
tivity creates economic value on average. The increased investment by
private-equity firms in operational engineering should ensure that this
continues to hold in the future. Because private equity creates economic
value, private-equity activity has a substantial permanent component.
28 • THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
relative to those in the first wave give private-equity investors more flex
ibility to rideout the current downturn. Second, private-equity investors
have expanded their operational engineering capabilities. This may help
their companies through the current downturn. Third, unlike the hedge
funds and investment banks, the long-term duration of private-equity
firm capital matches the long-term duration of private-equity firm as
sets, making private equity less subject to bank runs or redemptions.
Finally, unlike hedge funds whose returns are compared to Treasury
bills or absolute returns, private-equity investors benchmark returns
relative to public equity returns. Hedge funds failed relative to their
benchmark in 2008 whenthey declined bymorethan 20%. With public
equities declining on the order of 40% in 2008, private-equity funds
have a much better chance of outperforming such benchmarks.
The lesson: "Nothing in the world can take the place of persistence."
© 31 o
32 • THE MASTERS OF PRIVATE EQUITY ANDVENTURE CAPITAL
first major deal, the $250 million spinoff of the graphics division of
Harris Corporation in 1983 that at the time was the largest ever buy
out divestiture, we applied an operating perspective to achieve success.
When we owned the Uniroyal Tire Company in the mid-1980s, one of
our partners ran the business after we merged it with B.F. Goodrich.
Afew years later, our operating perspective helped us emerge as the
chosen company to orchestrate the carve-out of Lexmark International
from IBM. That investment was truly a landmark for the industry and
became one of our firm's signature transactions.
The list goes on, but the lesson never gets old. Operating experi
ence can project an investment, and an investment firm, into the upper
reaches of success. I thought I knew this as well as anyone. After all,
I have been in the deal business for nearly half a century now. But the
lesson was brought home tome in a new way at our firm's 2008 annual
strategy meeting by Jack Welch, a special partner ofthe firm.
It isfair to say that almost any partnership holding a strategy session
in September of 2008 would have approached the event with a certain
amount of dread. Transparency had reached all-time lows. Lehman
Brothers, the venerable Wall Street firm, had failed. The U.S. govern
ment had been forced to bail out American International Group, AIG,
the insurance giant; orchestrate giant banking mergers; and infuse some
of the world's biggest banks with billions of dollars. The securitiza
tion of financial risk—collateralized debt obligations, mortgage-backed
securities, and other now-infamous instruments—was coming under
intense public and congressional scrutiny. The U.S. economy and much
of the world economy seemed to be verging on a free fall toward an
economic breakdown worse than any in our lifetime.
As our strategy meeting opened, several of the management teams
of our portfolio companies were scrambling to prepare for quarterly
operating reviews scheduled for the next week with the firm's operat
ing partners. Word had gone out that this was a time to be cautious.
With all that was going on in the financial markets and the rest of the
economy, we expected a set of very conservative operating plans and
financial projections from our portfolio management teams.
The economic circumstances had put manyseasoned finance profes
sionals into a defensive crouch. Certainlythe dire environment had that
effect on me. ButJack had another perspective. He took the floor at our
34 • THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
strategy meeting and transformed not just the tone of the meeting but
also the direction our firm would set through the tough economy.
"At a time like this, we want our companies to be aggressive," Jack
said. "They are all market leaders. They are all well capitalized. We
want them to take the appropriate defensive steps for sure, but we also
want them to do something else—play offense, because they can. By
virtue of their relative strength in the marketplace, each one is in the
position to buy or bury their competitors."
Jack counseled us, and the partners agreed tohave our portfolio busi
nesses adopt forward-looking strategies, such as taking market share, of
fering flexible terms tostrategic accounts, recruiting talent from weaker
players, and considering acquisitions. Rather than advising the need to
take a defensive attitude because the economy was going into a hole,
Welch was saying, "Hammer them. Don't play defense. Play offense."
That is exactly the reason why we have proven operating executives
deeply embedded into our firm's structure. Though Jack is a special
partner andisnot expected to roll uphis sleeves and dig into thedetails
ofour portfolio the way our full-time operating partners do, the contri
bution he made had the same sort of catalytic impact that our operating
partners have on our companies. They bring their breadth ofexperience,
at the highest levels of business, to the problems that the management
teams at our portfolio companies must address to take their businesses
to higher performance levels. Operating partners have lived through
business cycles before. They know how economic stresses can create
winners and losers, and they know from experience how the right moves
at the right times can mean the difference between success and failure.
Operating perspective is for us the single most important aspect of
our investment model, and its importance will only grow in the after
math of the economic crisis, as financial engineering becomes far less
prominent in terms of driving investment returns in the private-equity
industry. It will always be important to pay the right price for a com
pany, to structure the financing appropriately and creatively, to have
strong management and a powerful product portfolio. But, justasJack
Welch's aggressive view in the midst of economiccrisistransformed our
strategy meeting, an operations viewpoint can increase the chances of
success by bringing a world-wise perspective to the work.
Operating profits • 35
A Personal Perspective
I learned years ago the importance ofnatural talent as a prerequisite for
success. After graduating from Williams College, I enlisted intheMarine
Corps, then went toHarvard Law School, and ended up practicing law
36 • The Masters of Private Equity and Venture Capital
atSullivan &Cromwell. At this great law firm, I had the good fortune
to work for a born lawyer, John Raben. He had a very perceptive
legal mind. John could see all the issues, turn them on their side, and
view them in a way no one had thought of before. Clients respected
him tremendously. He was a great lawyer, and everyone knew it.
Irecognized that my chances for becoming alawyer on apar with John
fell somewhere between slim and none. Thatmotivated me to look for
a field in which I, too, would have that natural ability.
One of Sullivan & Cromwell's clients was an institutional research
firm named Laird &c Company. Its corporate finance practice was the
deal business: "bootstrap deals," we called them. Laird would find
companies they wanted to acquire, then go out and raise the financing
necessary to do the deal, "boostrapping" themselves into position to
make the purchase. As I grew to understand that business, it appealed
to me, so when a position opened at Laird, I left the law practice and
went towork doing deals. Very quickly, I found Iwas a better deal guy
than I was a lawyer.
Over time I learned thecraft ofdealmaking. I am nota great financial
analyst, but fortunately we have plenty ofpartners who complement
my weaknesses. When we are investing in a company and assessing its
management, we look for all the ingredients that contribute to making
a great company. If not all of them are there, we decide whether we
can provide the missing elements. Our operating partners are essential
in making these judgments, thanks to a sense ofperception that only a
former top executive with deep experience canmuster.
The importance ofanoperating perspective was brought home to me
relatively early in my buyout career. In 1969,1 had started a firm with
three other individuals whose skills, like mine, were chiefly financial.
This made us proficient in reading financial statements but not adept at
assessing the operating challenges that we might face inrunning a busi
ness. We had contracted topurchase a magnetic tape company together
with an individual who was to become the chief executive. He believed
that the company had a winning technology.
Our prospective partner was wrong aboutthe technology, but none
of us knew enough to challenge that assertion. Over time it became
clear that we did not have a technically advanced product, but rather
a commodity. The deal was a bust. That experience made meconclude
OPERATING PROFITS • 37
The concept our firm was founded on was that ifwe combined within
asingle investment organization both an operating capability and afi
nancial capability we would be more effective investors. Through the
decades we have been true to that principle. We are constantly search
ing for individuals who can be operating partners in the firm. They are
ahard resource to identify because, first, they must have established
that they can successfully manage a multibiUion dollar international
business and, second, they have to want to continue to work very hard
in a partnership culture, which can be quirky at times. Not an easy
individual to find.
CD&R's operating partners are fully integrated into all aspects of
our business, unlike some other firms that have former corporate ex
ecutives as advisors. Our operating partners help to source new deals
and analyze proposed transactions, but their most important value
comes after the transaction is closed. We expect them to be very active
chairmen and be sufficiently conversant with the portfolio business so
they can assume the chief executive officer position if the need arises.
Over our history, CD&R operating partners have stepped in as interim
CEO in about a third of our investments. This was the case with our
investment in Uniroyal.
We got involved with Uniroyal in late 1985 almost by chance. The
maverick investor Carl Icahn had made ahostile offer for the company,
and Uniroyal management had hired Salomon Brothers to find a"white
knight" for the company. Salomon's investment bankers had just fin
ished visiting with KKR, and as an afterthought called us to ask if we
would meet the chief executive officer, Joe Flannery. Joe's presentation
was sufficiently compelling that we decided to examine the opportunity
in detail. After an extended period of due diligence, we were able to
fend off khan and acquire the business.
Amajor part of Uniroyal was its tire operations. It was an intensely
competitive industry, and when we were afforded the opportunity to
combine it with B.F. Goodrich's tire business, we did so. The entity that
resulted was atrue joint venture owned in equal parts by Goodrich and
CD&R. The executive positions were split equally: chief executive of
ficer for them, chief operating officer for us; chief financial officer for
them, controller for us; and so on. It was arecipe for disaster. So much
OPERATING PROFITS • 39
also had persuaded him and his management team to build a fast-growing
document management business within Kinko's that became a logical
and profitable adjunct to its retail business.
The turn of the century was a tough period for our firm, and U.S.
Office Products illustrates one aspect of our challenges as well as any
company in our portfolio atthe time. U.S. Office Products was a roll-up
of more than 100 business-products distribution businesses. It had out
grown the abilities ofits founder to manage it, and as it turned out was
beyond our capabilities, too. Our due diligence effort was not what
it might have been, and we were unable to establish a control system
that permitted us effectively to manage the business. When the busi
ness began to slide, we could notstop the decline, andthe business was
eventually restructured and our investment was lost.
Fairchild Dornier Corporation, a manufacturer ofregional jets based
inGermany, and Acterna, a leader incommunications technology, both
faced unprecedented—and unpredictable—shocks to their respective
markets shortly after we acquired them. Fairchild, with a backlog of
over $10 billion when we acquired the business, saw its orders dry up
after the September 11, 2001, terrorist attacks, causing the business
to fail. Acterna, acquired in 1998, suffered a severe revenue decline as
customers cut back significantly ontelecommunications spending in the
face of the steep telecom industry downturn. The company ultimately
was restructured.
Looking back on this period, I believe we suffered because we thought
we were better than we really were. We thought we could do anything.
"Pride goeth before the fall." But I also believe that it is a measure of
our institutional resilience and the strength of the firm's underlying
investment model that, even with significant underperformance of the
investments made between 1998 and 2000, our overall performance
continued to be strong.
ourfirm well thatduring this period Jack Welch joined the firm. Given our
firm's management orientation and Jack's reputation as one of the most
creative and successful corporate leaders ofour time, he was a perfect fit.
We did not expect Jack to be an operations partner. Rather, we
wanted him to play a role that would span the entire portfolio. We
looked toJack for ideas that would help us focus, as a firm, on strategic
objectives. From there, the individual companies and our individual
transaction teams could focus on success. This is something that Jack
had done well at General Electric, particularly in the latter years ofhis
long tenure atthat complex, global company. We hoped he could bring
this sort of acumen to Clayton, Dubilier & Rice.
Inaneffort to improve our performance, we instituted two organiza
tional and investment process enhancements: the operating review and
an investment screening committee. We asked Jack to chair the first
ofthese and to participate in the second. The operating review brings
together all the operating partners ofthe firm with the management of
our portfolio companies. Infrank, detailed discussion, the management
teams have the benefit of the collective wisdom of seven individuals,
each ofwhom has been the chief executive officer ofa major multiple-
industry international business.The record demonstrates that their col
lective wisdom is of great value.
The screening committee imposes a system of quality control to our
deal making. Consisting of the firm's senior partners, the committee
meets with the deal team over the course of negotiations on a trans
action. It ensures that the team considers each of the issues that the
committee thinks is important to the investment and that the proposed
transaction will have qualities thatthe entire partnership will approve.
In many respects, weas a firm didwhat weask our companies to do:
respond tochanging circumstances decisively and effectively by making
positive, strategic changes.
economic collapse. But what was important to the firm, and ultimately
should be important to our operating companies, is that the partners
looked at the changing landscape and resolved to act.
When wetook a break from thestrategy session, we immediately got
word back tothe portfolio company management teams that they would
need toprepare for an entirely different sort of operating review than the
one they had expected the following week in New York. The deal teams
from the firm all called the CEOs of their companies and said, "You
know that presentation you were working onfor the operating review?
We are going to change the whole focus of it. It's now going to be,
'How do you play offense in the currentenvironment?'"
It would have been more convenient to just stick with the original
plan and merely talk about this changed focus in each ofthese operating
reviews. But that would have been a wasted opportunity. Ultimately,
it did our companies a lot more good to rip apart their plans, look at
them from a different perspective, and come in with new ideas.
I have spent a lot of time explaining how operating partners af
fect our firm's success, at the risk of neglecting the important role
played by CD&R's financial partners. That is because our operating
partners aresoclearly distinctive. There are, however, more financial
partners in the firm than operating partners, and they remain the
heart of the firm. Without them, there would be no deal flow for
the operating partners to evaluate. This is, after all, an investment
business. They are uniformly hardworking, driven professionals.
Typically they are a generation or two younger than the operating
partners. Importantly, because they are joined at the hipwithoperat
ing partners, CD&R financial partners must have a level of maturity
that extends beyond their years. Most of our transactions are dives
titures, which are complex and demanding. They require tremendous
intellectual capabilities and persistence, which our financial partners
have in abundance.
The most critical element of the firm we have built is the human
capital represented by our people. Just as we have developed an in
vestment style that is distinct from most other private-equity firms,
our balance in terms of operating and financial skills is what truly
sets us apart.
46 o THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
47 •
48 • THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
"You are absolutely right," I told him. "You just don't understand
at all what is going on. It's a whole newworld out there!"
It wasn't long after his visit that the stock market crashed and along
with it, my proud portfolio of high technology IPOs. In a phone con
versation soon afterward, my father reminded me how much he had
enjoyed our conversation in New York.
"Clearly one of us didn't understand what was happening and it
wasn't me," he said.
Periodically, the markets go through a phase where the old eco
nomics seem completely outmoded. In the last decade alone, we have
seen this happen twice. During the dot-com boom, profits themselves
seemed a quaint way to gauge value. Rather, true value was all about
"eyeballs" and "cost per click"—or so the thinking went. More re
cently, we experienced the leverage frenzy that came crashing down in
mid-2007. These events led to the untimely collapse of my own Wall
Street alma mater.
In the end, there is little new under the sun. Old-line measures of
value continue to count. Companies that have lasting franchises, which
meet a need or provide a mission-critical service, that are run by high-
caliber managers whose interests are aligned with shareholders, that
produce strong free cash flow and don't require significant capital in
vestment to grow—those are the ones that will always last. My firm
seeks to invest in companies that possess these traits.
For many, the tide has shifted, of course. Broad market corrections
often force investors to refocus on fundamental value metrics, and that
is where we seem to find ourselves again today. Investors are migrat
ing back to basics in large part because they have no choice. With a
challenging economic outlook and constrained financing environment,
back to basics appears to be the way forward.
Back to Basics
For me, the move back toward value is a welcome re-awakening of in
vestment principles our firm has tried continuously to respect ever since
TuUy Friedman and I founded Hellman & Friedman in 1984. This is not
to sayour investment approach did not change overtime. In fact, it is not
clear to me whether one of our first major investments, the $1.6 billion
50 • the Masters of private equity and Venture Capital
feel about the underlying business, its management team, and our
prospective return on investment.
If this sounds carefully thought out and, to a point, almost regi
mented, let me tell you: It is. If it also sounds as if we had all these
concepts figured out when we formed Hellman &c Friedman 25 years
ago, let me tell you this: We did not.
We brought a few inklings of what we knew with us from our ca
reers on Wall Street and other work we did before landing, finally, in
San Francisco's financial district. However, we learned much of what
wenowknow aboutprivate-equity investment and the management of
our portfolio companies throughexperience, through trial and error as
owners or major investors in our portfolio companies. The errors have
hurt, but without them, we would not have learned the vitally impor
tant lessons by which we have built a record of success. It is much easier
to make a statement like that long after the mistake, after the hurt has
died down—not that it ever completely goes away.
Lehman Days
In 1959, my uncle Fred Ehrman was a high-ranking partner at Lehman
Brothers and helped me land a job in the firm's investment banking
division. I quickly started putting deals together. At the time, the firm
was putting its own capital into deals, and I was drawn naturally to
that part of the business. We put up the original capital to form Litton
Industries and controlled Great Western Financial.
I rose quickly through the Lehman organization becoming, at age 26,
the youngestpartner in the firm's history. It was at Lehmanthat the asset
management business first piqued my interest. The asset management
division, which at one point reported to me, had incredibly consistent
earnings quarter over quarter. This was in direct contrast to the highly
54 • THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
The job ahead of us was just incredible. At one point we calculated that
we had gone three straight months without eating more than a handful
of meals outside the firm, including weekends. Obviously, there might
be more physically demanding jobs, but it was extremely taxing, dif
ficult work. We cut the workforce from 1,300 to 550 employees and
many of those cuts included partners with whom I had worked closely
for several years.
Among the many key decisions we made during that period was that
Lehman could no longer afford to be active investing as a principal in
corporate buyouts. An investment banking firm needed huge amounts
of capital to operate its underwriting and brokerage businesses, and
Lehman did not have enough capital available for it to act as a princi
pal investor, too. Since my true interest was investing, not trading or
underwriting, that decision more than any other probably prompted
me to leave Lehman in 1977.1 had run out of patience, too, with some
of the continued infighting that went on despite Peterson's hard work.
And since the rest of the firm was responding to his leadership, I no
longer felt indispensible.
I have said for years that in my work at Hellman &c Friedman I have
a simple rule of thumb: I decide how the old guard at Lehman would
have behaved, and then I do the opposite. It sounds like a throwaway
line, but it is not. Hoarding of power, internal intrigues, lack of ac
countability and intellectual laziness are all unacceptable to me. I had
so little patience with it all that from time to time I completely lost my
temper. It happened frequently enough back then that I was given the
nickname "Hurricane Hellman." The temper outbursts were another
part of Lehman that I did my best to leave behind once I departed from
the firm.
It was clearly time to go. After Lehman, I worked eight years in
Boston, forming two different investment firms. The more substantial
of the two, Hellman Ferri Investment Associates, was the predecessor
firm to Matrix Partners, which still exists. At Hellman Ferri, my partner
Paul Ferri and I invested mainly in venture deals, and even though Ferri
and I had to go through a fairly bitter breakup with our other founding
partner, the work in Boston provided valuable experience in principal
transactions. By 1981 I was back to California, and it was there, while
working on a project basis for Lehman Brothers to restructure the
56 • The Masters of private equity and Venture Capital
93% of the equity, with Hellman & Friedman owning the remaining
7%, which we attained as payment for our advisory fee.
The Levi's deal was the largest leveraged buyout of a publicly held
U.S. firm to that point. We proudlytold anyone who would listenthat
we had just done the largest buyout of all time. Then two weeks later,
Storer Communicationswas taken private and we were the kings of the
buyout world no more.
Part of the formula for success when you're a principal investor is to
have the right chiefexecutive in place and to give him or her the right
backing—or to replace the CEO if need be. Fortunately in the case of
Levi's, the former was the case. Bob Haas, who actually is a distant
relative, proved to be a tremendous CEO, and he quickly took advan
tage of his status leading a company that no longer needed to answer
to Wall Street's obsession with quarterly earnings. Bob and his team
generated tremendous operational improvements and quickly generated
a series of impressive financial returns at Levi's.
Genuine Success
Prior to the buyout, Levi's had an odd mix of too many product lines
that were not making money and too few in the areas that were profit
able. Over the years, Levi's had acquired a bunch of cats and dogs. For
example, they owned Resistol hats, which simply did not fit. After the
buyout, we found ourselves in a seller's market for divisions of compa
nies like Resistol and we took advantage of it. Among the other product
lines Levi's divested was Oxxford Suits, whose Chicago-based buyer
was represented by a young Goldman Sachs banker named Hank Paul
son. Haas also shut down dozens of plants, cut redundant management
and reduced the 38,000-person workforce by more than 15%. This
was not easy, given Levi's tradition as a benevolent employer, but Bob
did not completely lose focus on that tradition, either. For example, he
created a systematic program for incorporating employee feedback into
product and manufacturing decisions.
One of the clear advantages of operating as a private company is the
ability to invest aggressively when opportunities arise without being
second-guessed by Wall Street. Haas invested in a new product line—
58 • The Masters of Private equity and Venture Capital
Principles to Invest By
It was also the beginning of a period in whichwe concentratedon what,
exactly, our management and investment styles should be. "Guiltyuntil
proven innocent" was just the start. The more investments we made, the
more I personally concentrated on setting forward a series of principles
to guide us. One of the most important principles for me personally was
to ensure that our team's interestswere alwaysclosely aligned with those
of both our investors and our management teams.
There are several reasons why an alignment of interests is impor
tant for any investment firm, but first and foremost is that it is simply
the right thing to do. It also is a very powerful internal management
strategy, as the investment team is always motivated by and working
towards the same goal. We always seek to ensure that both we and
company management have a lot of skin in the game through mean
ingful personal ownership. In fact, every active investment team mem
ber at Hellman & Friedman invests in every deal. I also have made it
my mission to share equity and not hog ownership at the top levels of
the firm, as the Lehman old guard had done.
Another critical aspect of this principle relates to the practice of
charging deal fees. We do not charge deal or advisory fees, as some
general partners do, for transaction-related work and we do not charge
monitoring fees to our portfolio companies. In the event that we are
partnered with another private-equity firm that does charge deal fees,
we credit 100% of our portion of those fees immediately back to our
limited partners. To me, these are activities that we believe are already
our responsibility as investors.
In recent years, the size of these deal fees, often charged as a per
centage of overall transaction value, have become so enormous that
Skin in the Game • 61
It turned out that while MobileMedia's stock had once sold at $29 a
share, and was by then worth zero, PageNet's stock had decreased in
value from $30 a share to 25 cents. We finally determined that Mobile-
Media's problems were not unique to it. The industry was the primary
culprit, and we had done a poor job ofindustry analysis.
In retrospect it sounds as if anyone could have or should have
thought of this. Regardless, I think that has been one of the most im
portant analytical experiences in ourfirm's history. Nothing we could
have done—changing the capital structure, consolidating the industry,
changing the management team, back-office improvements—would
have made a difference. We were in a dying industry, and our invest
ment was not going to bring it back.
during World War II, Georgescu and his older brother were forced to
dig holes and clean sewers all day for the Nazis. That sort of life ex
perience stuck with him even after he reunited with his parents in the
United States, attended Phillips Exeter Academy, then Princeton, and
then Stanford Business School.
Georgescu's turnaround began soon after hewas promoted to chief
executive in 1994, two years prior to our investment, and accelerated
afterward. The firm won over $1.5 billon in new business in 1995.
They brought back lost clients, squeezed more business out ofexisting
clients, and recruited entirely new ones. I believe the increased activity
was generated in part by the fact that employees on the creative side
had a greater stake in results. A new pay-for-performance method of
charging clients yielded a more results-oriented compensation at the
firm, and with equity in the picture, many ofthe firm's employees had a
new motivation to help the firm succeed. By 1998, thefirm went public
and was acquired two yearslater in a transaction that returned us more
than four times our investment.
The Y&R transaction illustrates how we were able to take a minor
ity position and leverage that position into an outsized result in terms
of strategic impact and financial results. Part of the result, I am con
vinced, arose from the fact thatwe had left such a large portion of the
ownership in the hands ofemployees who then became exceptionally
motivated to deliver results. As word spread ofour approach, we began
to get access to other management-led buyouts in which our willing
ness to take only a partial share of professional services firms gave us
a competitive advantage. That advantage helped us prevail over other
firms for the right to invest in the carve-out of Delaware International
Advisors Ltd. from Lincoln National Corp, which was later renamed
Mondrian Investment Partners.
The decision came as a result of an unorthodox approach to ac
cepting bids. Mondrian's management team had issued a request for
proposals, similar to what a city does when asking for bids on a con
struction project. Mondrian requested, among other information, for
firms to list their experience investing as minority investors in asset
management deals. Our willingness to have management control a ma
jority of the firm, with the possibility of a larger future stake should
results improve, won us the deal.
Skin in the Game * 67
Outsized Influence
To some, it may seem counterintuitive that a minority investor
would be able to wield the control needed in order to bring about
strategic change, but our experience has been quite the opposite. One
of the most powerful cases in point is NASDAQ, the stock exchange
and automated trading system, where in 2001 we made our initial,
$245 million investment.
The most we ever owned of NASDAQ was about a 19% stake.
Despite that relatively small ownership position, we still had signifi
cant skin in the game—more than any other investor. That meant
that from the outset I was the director whom the others looked to
when a difficult question arose. "What do you guys at Hellman &
Friedman think we should do?" someone would always ask. This
investment amounted to roughly 10% of our Fund IV's committed
capital, a large stake for a single investment, but our firm has always
preferred to run a concentrated portfolio as opposed to a diversified
portfolio approach.
Oncewe were invested in NASDAQ, we brought plentyof ideasinto
play. At the time we invested, NASDAQ was on the cusp of significant,
strategic change. It was transforming from a regulation-dominated,
almost bureaucratic system to an entrepreneurial venture. At every
board meeting, there was a common interest in commercializing
NASDAQ, yet most of the people there didn't have the time or the
personal wealth at stake to really look atit every day, as we did.
As we got to know the company, itbecame obvious why other board
members were so willing to defer: The place was a mess. For example, the
NASDAQ was trying toform relationships with little stock exchanges all
over Europe, but virtually none of these deals made any sense.
"If we pay $20 million for one of these exchanges, itwill likely result in
a $20 million per year reduction inoperating income," I told the board.
Pouncing on Transitions
Transition periods tend to create investment opportunities, as the
NASDAQ experience showed. In recent years, we have focused on
the major transitions and taken investment positions that comport
with our standards but might seem risky to outsiders. For instance,
at the time we acquired DoubleClick in 2005, the one-time dot
com darling had undergone a somewhat painful transition in the
aftermath of the 2000 dot-com crash. However, we had a unique
view: Digitas, a prior H&F investment, had been a large customer
of Doubleclick's services, which gave us differentiated insight into
Doubleclick's business.
We believed therewere certain strategic and operationalenhance
ments we could make that would help renew the company's focus
on its core business. For example, we structurally separated Double-
Click's two primary businesses, promoted operating management
to run those businesses, and realigned management incentives ac
cordingly. We sold the Abacus division to a strategic buyer and
strategically refocused the Tech Solutions business profile through
divestitures and acquisitions. These actions not only served to re
shape the business, but also dramatically increased new product
development initiatives. Two years later, Google agreed to acquire
DoubleClick from us for $3.1 billion, which returned over eight
times our original investment.
70 • The Masters of Private Equity and Venture Capital
<$> Always align interests. Ensure that you, company management, and
investors are always working toward the same goal.
<$> Have skin in the game. Investors with meaningful capital at risk
care more, work harder, and get more respect than those with less
at stake. Likewise, giving management a stake in the company
increases both the desire for profit and fear of failure. Nothing
empowers and motivates people like a share in the outcome.
<|> Avoid the "good security" fallacy. Invest in companies with strong
cash flow that can grow overtime. Do not invest just because the
security offered seems to promise a good return. The health and
prospects of the underlying business count far more.
£&> Listen to your partners and associates. Surround yourself with smart
people and listen intently to their views—they often are smarter and
often better investorsthan you. Reward them accordingly.
THE PARTNERSHIP PARADIGM:
WORKING WITH
MANAGEMENT TO BUILD
TOWARD SUCCESS
Carl D. Thoma
Founder Thoma Bravo,
LLC and predecessor firms Golder Thoma & Co.;
Golder Thoma Cressey Rauner, LLC; and Thoma Cressey Bravo, Inc.
73
74 ° THE MASTERS OF PRIVATE EQJUITY AND VENTURE CAPITAL
Over the years, Carl Thoma and his partnerships have become known
for a f(buy and build" strategy that requires patience, industry-specific
knowledge, and an unrelenting focus on performance. Key to Thoma's
best deals is a focus on management as the key to success, especially
the chief executive, an approach summarized in his firms' longstanding
motto, "partners with management."
Thoma, who has operated from aChicago base for more than 35 years
has adapted to changes in the economy and in the industry by develop
ing an approach that more actively exercises the powers of ownership.
Part of the reason for this is Thoma's belief that time is of the essence.
Before a purchase even closes, as a condition of the deal, he insists on
changes that must be made and metrics met at or before the close ofthe
transaction. An investment firm can deliver its best results only when de
cisions and actions are taken quickly and effectively by the management
of portfolio companies.
fretting about what could go wrong is not enough. But ifyou're some
one who anticipates troubles and acts before they happen, then you
can be an effective business leader. And at the speed of business today,
timely mitigation of risk is more important to what we do than it has
been at any other time in the 30 years I have been in this industry.
For worrying to be worth the trouble, it has to be accompanied
by effective action. This is something I learned from my mother. She
always emphasized that, once you think you know what you want to
do, don't sit there: Do it.
Our industry has evolved over the years, and the opportunities and
challenges today require a different set of skills than when I started
out in private equity in the late 1970s. Yet, at the same time, there are
essential tactics and skills that do not change. Effective worrying is
one. So is a sense of urgency: the need to reach good decisions quickly
and execute them effectively in order to succeed. Of course, in private
equity, we're not always the ones who have to execute. In almost all
cases, we rely on managers we hire to actually implement strategy, and
dealing with management is not just a source ofconsiderable worry, it
is the key to success—or the cause of failure.
time will hurt our investment rate of return. If ever there were a time
for "just do it," it comes at the moment that the board of directors con
cludes a management change needs to be made. Often, just after there
is a consensus that the CEO must go, someone on the board will sug
gest that perhaps the person deserves just one more chance to change
or improve. Take my word for it: By then it's too late. Unfortunately,
in 35 years, I have never seen a situation where it worked out to give a
second chance to a CEO who proved incapable in the first place.
and found George Perrin, who proved to be a remarkably good fit for
what we were trying to accomplish.
It is instructive to look at Perrin's profile when we hired him, not
just because he proved to be a particularly strong hire but because our
experience in this case demonstrates the sort of thinking that goes into
matching a CEO to the task at hand. Perrin had been the number two
person at Communications Network, Inc. the leading paging company
at the time. He had worked for the industry's best company, with mar
gins superior to those of everybody else. Literally, their margins were
twice what the other public companies were, so it was obvious he knew
howto run a company and knew how to do it better than anyone else.
Now, here is something that is easy to overlook. If you are going
to back management, especially someone you are recruiting into a
challenging situation like a start-up, you've got to make sure that they
have also had experience at the better companies. Management has
to be a big difference maker, and if they are going to make a differ
ence they have to know what the tools are to do that. A leader of a
company that operates pretty poorly is probably going to bring some
of those poor practices into the new job. A leader who has achieved
extraordinary returns has a better chance of achieving that kind of
performance in a new setting. It's common sense, but it's sometimes
not fully appreciated.
Of course, one can never tell how much of a firm's success is due to
the top leadership and how much comes from other factors, but Perrin
broughtto us other factors that clearly he couldcall his own. Commu
nications Network had grown through acquisitions, and Perrin himself
had worked many of their deals. Because acquisitions were a key part
of our strategy, this was a big plus. He would know all the would-be
sellers out there, they would know him, and he clearly knew how to
negotiate a deal.
What's more, Perrin was available. You're not going to get the CEO
ofa public company to come join a start-up for a private-equity firm. For
that sortofperson, therisk doesn't make sense. Even thenumber twocan
be tough to recruit out of a going concern. Perrin, though, had moved
to Boston to run a company for a private owner, and sometimes people
learn that working for a private owner is not always as attractive as it
sounds. Perrin had not been there long, but he was ready for a change.
82 o THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
He had just the profile we needed—the sort of profile that would fit in
any start-up, platform investing scenario—so Perrin was our man.
it just absolutely worked. It also was just the kind of mindset that we
encourage as the owner-investors: do what you have to do to make
it work.
Tactical Execution
With Perrin and his team in place, and our investment hypothesis
proved out, we soon found we had to make adjustments as conditions
changed. We all saw that as this industry grew and the cost of the
equipment came down, prices were going to drop. As a major player,
we felt we could lead prices down. We would comeinto a new market,
build a state-of-the-art system, introduce new technologies, and lower
our prices. Within two to three years wecould have 60% of the market
and then just sort of start running the competition out of town.
Wequickly did seven acquisitions at PageNet, but then the prices got
too high. People knew we were buyers, so we decided to try start-ups.
There was no reason to buy somebody for $10 million when you can
start a companyfor $5 million, spend two or three years, and wind up
with the same size company, a lower cost basis, and probably a more
efficient operation because it wasn't started by an entrepreneur who
may have introduced some inefficiencies along the way.
We stayed in PageNet for 10 years. Our aggressive market entry,
with a very outstanding group of people, new technology, and an ef
fective management structure, gave us the momentum to eventually
become the largest company in the industry. We invested $8 million
in the company and netted about $800 million for our limited part
ners when we ultimately sold. That was 100 times their money, which
makes everyone happy, of course. And it was a big enough return to
put our firm on the map.
Of course, you jump forward 10 years and the company got wiped
out by cellular, but that was several years after we liquidated our posi
tion. Cell phones pretty much killed the paging market. Entire indus
tries get wiped out sometimes. In others, major economic dislocations
can overwhelm the efforts of management. Airlines are that way. There
are times when the differences between the top performers and the also-
rans are not that great because management, no matter how good, can
just get run over by industry fundamentals.
84 • THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
We must also make sure the acquisitions we make meet our standards
and that the leaders of the companies we acquire as part of our plat
form strategy understand the expectations as to performance. As direc
tors wemayalso need to bethe governor on the pace of acquisitions, as
we must make sure management depth and systems stay in sync.
A Changing Relationship
This balancing actbetween the investor and the CEO isnever easy, and
it is changing over time. In the early years, we developed a slogan that
reflected our mindset: "Partners with Management." That worked for
us for a quarter century, but in more recent years the relationship has
changed.We used to be able to operate with the notion that 20% of the
time we would hit a home run, 60% of the time results would land in a
the middle, and 20% of the time things would just not work out.
The industry has changed now. Prices are more competitive. There
are more firms chasing the deals. We have adopted a new strategy
where we in effect are trying to bat 100%. No more 20/60/20. We
especially are trying to getrid of that bottom 20%. In the old days, we
used to buy companies at four or five times cash flow. Now, we often
have to pay upwards of eight times. It's just a different game, and the
old investment process no longer works as effectively. Execution is
critical as we need to lower the effective purchase price as fast as pos
sible by increasing earnings. We or the board have to take on some of
the strategy-making role that CEOs traditionally play because there is
just not enough time for the CEO to oversee both execution and long
term strategy.
The upshot of all this is that the decision on hiring the CEO has
become less of a final point in our success. These days, we tend to look
for companies first. We look more at the complete management team
and less just at the CEO. We want strong operators or teams at these
companies who are competitive and want to improve and grow. We
will accept a "good" executive with a team that we feel we can coach
and develop into an "excellent" or grade-A manager versus an A+ CEO
and no team. There's a company in our portfolio now whose man
agement team really had not done anything special prior to the time
we bought the company, but with some encouragement and training,
THE PARTNERSHIP PARADIGM ° 87
Starting Larger
A recent change we have made is to start with larger platform
companies than we once did. This gives us a deeper team that can
then build the company faster. When starting from a small platform, it
takes too long to recruit a CEO capable of operating a larger company
and then stringing together a number of smaller deals. The CEO who
The partnership Paradigm • 91
comes along with a larger platform already knows how to run a large
company, and we're working from a base that wecan leverage, quickly,
to build a big business.
Prophet 21, which develops software for distribution companies
such as electrical or pumping supplies is a good example. We bought
the initial platform company with $7 million in earnings before the
$2 million of profit improvements which were implemented at clos
ing. By comparison, when we acquired Global Imaging years earlier
it had only $800,000 in profits at the time we bought it. In less than
three years with Prophet21, after a stringof acquisitions, an improved
operational focus and emphasis on sales growth, cash flow more than
tripled, from $7 million to $25 million. We like to think our coaching
and operating discipline contributed to the company growing faster
than it historically had—and with better margins. After we sold the
company, Chuck Boyle, the CEO, started mentoring another company
we recently acquired, called Manatron, which provides property tax
software to local counties and cities.
and management before the deal can give us a good view as to whether
there is something worth investing in.
While we hustle hard to get an investment and can spend significant
time working with a management team, we have got to have that
discipline to say no. This is not easy. No one likes to think they have
spent six months looking at a deal only to say no. It's difficult to walk
away. You've got, hopefully, not millions but hundreds of thousands of
dollars of due diligence invested andit hurts to throw that away. We just
had a deal like that. Thankgoodness wedidn'tdo it. Thesign that finally
soured us on it was that we spentso much of our time arguing with this
CEO, who was obsessed with whether his old bonus program would
remain intact.
It is important to learn to trust your gut. If the deal doesn't feel right
at the end, at the time you are ready to close, it's going to be awfully
tough to make it work over the long haul. You will wind up feeling
frustrated that you were not more decisive before it was too late.
When you're looking at a deal and considering the management per
spective, you've got to always be paying attention to the question of
whether you can really work with that manager and the management
team. In the old days, there was the idea that if this person doesn't work
out we will just fire him. I think that today, there's no time for a mistake
like that. We are going to be stuck with this person, so if we think we
might have to fire the person then we shouldn't make the investment.
Although we must continue to improve, I feel very good about how
we have evolved in working with managers. It starts with picking the
right companies to acquire. We now have great people running our
companies whose sole job is to make sure they are better run and grow
ing. We may lay people off initially, but at the end of the day, we have
more people working at our companies when we sell them than when
we bought them. The best way to make that happen, consistently, is
to develop a plan for partnering with management and serving as the
supportive coach, cheerleader, and disciplinarian while being adaptive
as markets and the economy change.
Once we set up a strategy that way, there's little reason to worry
about the outcome. That doesn't keep me from worrying, of course,
but it helps me worry a bit less to know that, really, I have little reason
to be fretting so much.
The partnership paradigm * 93
$•*> Act before the deal closes. Do enough upfront research and
negotiation to have performance and "best practices" metrics,
optimal organizational structure, and other targets set in place.
This makes it possible to grow the company from day one.
<^> Worry, worry, worry. The time spent nervously pondering all
possible negative surprises—and how to respond to them—is time
well spent. Think ahead, plan ahead, and act on your "gut" so as
to prevent calamity.
BEYOND THE BALANCE SHEET:
APPLYING PRIVATE-EQUITY
TECHNIQUES TO
NOT-FOR-PROFIT WORK
Jeffrey Walker
Managing Partner and Co-Founder
JPMorgan Partners/Chase Capital Partners
Style: Integrative
95
96 o THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
ofprivate investing from the capital markets of the United States and
applying them to address poverty in the villages of Africa. Through
our experience so far, we have learned that the management techniques
and business skills are remarkably transferable, even while addressing
poverty-related issues in some of the most deprived places on Earth.
There also is an element of social entrepreneurialism at work, as we,
in essence, conduct field research into the use of venture and private-
equity methods in a much broader realm.
The challenges we address while building an effective charitable
organization—one operating on a multinational scale and addressing
some ofthe most vexing health, environmental, andsocial issues of our
time—parallel those we often face while building a successful for-profit
company. There are certain questions we have to ask in both circum
stances. How do I organize people? How do we build partnerships?
How do we manage the board? What is our strategic vision? Where
are the market opportunities? What can we do that is not redundant?
What's our unique niche?
Is our distribution system for malaria bed nets up to the job? What is
the schedule for bringing lunch programs in? How many water wells are
supposed to be built? Where are they? Where are the red flags to warn
us if we are falling short? Are we watching the impact on the health
system? The education system? What measures are we using that the
schools are actually achieving? Who is going to manage this on aday
day-to-day basis? How can we use the strength of Columbia University
and the UN without being slowed down by their bureaucracies?
Rather than simply asking these questions and dutifully noting the
answers, we developed a comprehensive means of notating each an
swer and tracking itover time. This way, we would keep track ofwhat
had been done and what needed to be done. Over time, we would be
able to track cause and effect from our efforts. Using this information,
we could invest more aggressively in those initiatives that had positive
impact and reduce our expenditures ofcapital and effort in areas that
had less impact.
Management by Inquiry
This iterative process, sort of amanagement by inquiry, is something I
had developed during the course of my for-profit work. I began to see
how all my work experience could be put to good use in the villages of
Africa. For example, going back as far as our very first deal atChemical
Venture Partners in 1984,1 quickly learned the importance of partnering
in order to absorb risk and share expertise. When Merrill Lynch first ap
proached us to buy a group oftelevision stations in 1984, the deal was
too big and the risks too great for us to go it alone. Once we brought
in Wind Point Partners and First National Bank of Chicago's private-
equity unit, though, we felt comfortable taking on the challenge. The
strategy worked. We purchased for eight times cash flow and sold, fairly
quickly, for 12 times cash flow. We shared not just capital and back-
office resources, but also expertise in how to structure the deal, how to
work with management, and when to exit the investment.
The partnering approach—shared risk, shared effort—has been an
essential strategy for Millennium Promise. In fact, it is built in. Mil
lennium Promise brings resources of the Earth Institute at Columbia
University, Jeff Sachs' operation, which has primary responsibility for
BEYOND THE BALANCE SHEET * 103
help build processing centers, and equip them with machinery. Inciden
tally, Tyson would benefit, too. This work will give their people expo
sure to early-stage markets and achance to do something that really has
an impact on the lives of people on the other side of the world.
There is one other aspect of running the firm at CCMP and its prede
cessor companies that really set the framework for how we approached
the set-up at Millennium Promise, and that is the international partner
ing. Almost from the time I started at Chemical Bank, through eight
bank mergers in all, we always were focused on developing our in
ternational contacts. Chemical Bank always had a strong presence in
Asia, but over time we established private-equity efforts in a number
of places: London, Hong Kong, India, you name it. This gave us the
capability to analyze deals and execute strategies around the globe.
When putting together the boards for our portfolio companies in our
international deals, we always added people from the local market as
well as Americans. We don't know all the answers. Local knowledge
tied to a global network is key to a successful investment.
to form Welsh, Carson, Anderson & Stowe. Later, John Canning left
First National Bank of Chicago to start Madison Dearborn Partners in
the early 1990s because he felt he could operate more independently
on his own.
Part of the reason Chemical was willing to put $100 million into
Chemical Venture Partners and let us operate as a fairly stand alone
unit was that my colleagues and I were only paid when the bank also
got a good cash return. This gave the bank assurance that they would
get a good deal, and it gave us the ability to operate independently, to
build our own book of business, earn our money, and not worry about
micromanagement from the corporate side. One ofthe reasons why we
were able to retain our staff and our franchise over the years was that
when we started the group, we structured the compensation as if we
were anindependent private-equity fund paying a share ofthe profits to
the investment professionals through a carried-interest format through
a formal partnership agreement.
Building to Scale
Perhaps our most important early deal was our investment in Office
Depot, which quickly became a hit and brought us a lot of support at
the highest levels of the bank. We built a huge portfolio of businesses
over the years, and also went through a series of bank mergers: the
purchase ofManufacturer's Hanover, the merger with Chase Manhat
tan, and eventually, the merger with JPMorgan and the purchase of
Bank One.
The deals kept adding breadth to our portfolio and talent to our
team. The most impactful acquisition, not in the best way, was Ham-
brecht &C Quist, which had a big portfolio of technology investments
we inherited that went bad with the dot-com bust of 2000. We bought
trouble, but wealso compounded it withour ownexposure to the wire
less and telecom sectors. We made, in 1999, almost $3 billion in profit
and accounted for about 25% of the bank's total earnings. Then, in
2000, we lost about $1.5 million. Our CEO at the time, Bill Harrison,
stood by us, though. Heknew we had gotten caught in a position where
our investments were illiquid and losing value, and because of the ac
counting rules, there just wasn't anything we could doexcept write them
108 • THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
up when they went up and down when they went down. His support
of uswas appreciated andwe paid the organization back with excellent
returns and performance over the twenty-five year period.
Looking back on the 25 years I spent at the bank, I realize that one
ofthe most valuable attributes I have taken away, for purposes ofmy
not-for-profit work, is the ability to take a good idea and build it to
scale—adding resources and support where needed and just letting or
ganic growth occur where it has not. That idea of building from small
scale to large, literally from the villages to a continent-wide effort, is
built into what we are trying to accomplish at Millennium. If anyone
is going to make the kind of dent that the Millennium Development
Goals require, they're going to have to leverage everything they know
in order to be successful.
the company has some 1,700 locations worldwide and sales of more
than $15 billion.
The idea of prototyping andtesting a concept, then rolling it out big,
has caught on in private equity. Petco is another company that started
that way. El Polio Loco did it in 2005, changing the face of an existing
chain after trying prototypes ofa new concept inseveral of itssouthern
California stores.
I also have seen this approach work exceptionally well in the not-for-
profit world. NPower is a good example. We created a way to roll out
technology to small-scale not-for-profits. We started in New York City
nine years ago and teamed up with Microsoft, Accenture, JPMorgan
Chase, and the Robin Hood Foundation to fund its growth. After hir
ing anentrepreneurial chief executive, Barbara Chang, we began rolling
out NPower offices around the country. Within three years, NPower
had 12 operational locations, a really remarkable growth record in the
not-for-profit world. NPower, inturn, is helping hundreds ofnonprofits
operate with modern technology that expands the reach oftheir work.
NPower has been successful in leaning on corporate backersto help
build itself up. There is another step, though, that not-for-profits need
to take: They need to get better at sharing experience and expertise
with each other. Too often, it seems, they are competitive with each
otherwhen they should becooperative. They seem to fear that there is
only so much charitable money available, only so many good executive
directors, only so many volunteers. More often than not, charities op
erating in the same space—conservation groups, human rights groups,
even poverty-fighting groups, perhaps—act as rivals when there might
be opportunities to get more done as partners.
though, around $110 per person in the first couple of years of our pro
gram. Even so, we figured we could get those numbers down as we fo
cused on simple, repeatable interventions, suchas introducing fertilizer
and seeds to boost crop yields, giving out mosquito nets impregnated
with insecticide, and providing lunch meals at schools, all of them de
signed both to provide nutrition and to get children to attend classes.
Just as a powerful business idea will attract private-equity backing,
the Millennium Promise approach began to draw financial support.
George Soros gave us $50 million to set up prototypes over a five-year
period. That helped us raise another $70 million from wealthy individ
uals and corporate foundations—again, a parallel with what happens
in private-equity fund raising. Once you get those first commitments,
which always are the most difficult, more is sure to follow, especially
when the first mover is a name like Soros.
With the Soros commitment in 2006, we were able to operate in
80 villages in a dozen countries, directly affecting the lives of 400,000
people in all. One of the most successful interventions has taken place
in our agricultural program in Malawi, a small country in east-central
Africa south of Tanzania. Beforewe got to the seven villages where we
operate in Tanzania's Mwandama district, the villages often ran out of
grain in August and had to do without for six months of the year. We
introduced a program of vouchers for fertilizer and seeds and provided
training on farming techniques.
The impactwas practically immediate and very real.The Millennium
Promise money is helping the community to build a large grain bank,
which will enable the village to store grain so it can be marketed when
prices are high. The program has been so successful that the president
of Malawi rolled out the fertilizer voucher program throughout the
country, and Malawi has now become self-sufficient. In addition, we
have five other countries that have asked us to help them raise funds to
roll out the village models across their countries.
Each of the firms with an investment stake gets a board member, and
management has a couple of seats. There are always a few outsiders
with relevant industry experience or specific knowledge: international
operations, financial, or legal expertise, for example.
In the not-for-profit world,it is a bit morecomplicated. Because fund
raising is sucha crucial part of the enterprise, youneed people who can
bring in money aswell asgive it.You need knowledgeable experts, and
most of them, if you pickright, should be willing to work.
The board we had at Parker Pen was one of the best I have seen. Its
members had vision, industry knowledge, and geographic expertise.
Richard Winkels, who represented the investment money from the
Schroeder Ventures of London, had been at Dr. Scholl's, the foot
products company, before he went into private equity. He brought all
kinds ofEuropean retail insight. Atanother ofourportfolio companies,
1-800-Flowers.com, the board found one of its essential tasks was to
support the vision of a remarkably giftedfounder who had a vision for
the company, a strategic vision, that no onecould match. Jim McCann
was the first to use a telephone number as the company name, among
the first to recognize the power of the Internet, and quick to see the
need for add on investments such as The Popcorn Factory.
There are mistakes that not-for-profit boards make that they likely
would avoid if they took a closer look at private-enterprise boards.
Board size is one of them. Youcan't get anything done with a board of
32 members—a feature all too common on the boards of not-for-profit
entities. Board attendance has to be as close to mandatory as possible,
which is the case in private industry these days. The celebrity board
members at nonprofits, if you have them, have to carry their weight. At
Millennium Promise, Quincy Jones gets on thephone and calls people he
knows to help us getthings done. Angelina Jolie, anotherboard member,
has funded two of our villages and makes herself available to help.
Management Leadership
Theultimate predictor of success, in the end, isthe quality of the person
at the top. Doane Pet Care, one of our portfolio companies at CCMP,
is a good exampleof this. We had invested $20 millionor so in Doane,
BEYOND THE BALANCE SHEET ° 113
but after three years we had the chance to change chief executives.
The company had succeeded in becoming the largest private-label dog-
food supplier to the big-box retailers: Wal-Mart, PetSmart, and others.
But, in mid-1997, commodity prices started going up and the com
pany's profits were being squeezed. Most people thought, "Good luck
raising prices with Wal-Mart, the toughest customer on the planet. It's
just not going to happen."
We recruited a guy I had known for a long while, Doug Cahill, to
be the CEO for Doane. I said, "Doug, what would it take to make you
really join Doane?" Cahill said the answer was simple. He wanted to
run Doane with the team he selected, and he wanted the team to have
a chance to make a lot of money.
Cahill had worked for Olin Corporation and sold pool chemicals
and Winchester products into the Wal-Mart system. He brought
six or seven of his team from Olin. Cahill visited all the factories,
worked the midnight shift, and had seen what the line people go
through. Most importantly, he got Wal-Mart to trust him and to
share in the financial risk of the commodity cycle, so when corn
or soy prices went up or down, Wal-Mart shared the impact. He
convinced them to accept this deal because Doane was making Wal-
Mart's house brand of dog food, Ol' Roy. It's named after Sam
Walton's dog. Cahill convinced them that we were a strategic asset
to them. He put in a great hedging strategy, too, and the company's
results just took off. We sold Doane to the Canadian Teachers'
Pension Fund for a solid return on our investment, and Cahill and
his team made a lot of money—just as he had wanted right from
the start.
In not-for-profits, the chief executive officer factor can be tricky.
Sometimes you've got a founder with a vision, but that person can carry
the operation only so far. Or they get very proprietary and don't want
to stretch the organization. Then there are the people like Jeff Sachs.
I would compare him to Jim McCann at another portfolio company of
ours, 1-800-Flowers.com, who is a passionate visionary but also listens
well to others and takes their good ideas in as his own. You're lucky to
have him, and as a board member, your job is to just do whatever you
can to support him and his team.
114 © THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
<^> Pilot small, build to scale. The same technique of proving concept
that worked for Office Depot applied in Millennium Villages, and
can work in building many businesses.
<^> Leverage early successes. Agile, scalable projects with the right
people attract attention. The Chase board backed the author's
private-equity unit, and early progress with Millennium Promise
drew support from George Soros.
THE INSIDE GAME: MANAGING
A FIRM THROUGH CHANGE
AFTER CHANGE
John A. Canning, Jr.
Chairman
Madison Dearborn Partners
<^»
o 117 o
118 ® The Masters of Private Equity and venture Capital
First Funds
It was a very tough year to raise money. We were one of only a few
firms out there trying to do so. Our first commitment came from Wil
liams College, where an old friend and private-equity investor, Joe Rice,
was on the board. We had been good to KKR, and the KKR guys indi
viduallyput in money and gave us a full list of investors whom they said
we could call. We lined up meetings with some Japanese banks, Shell
Oil, and pension funds from General Motors, General Electric, and
AT&T. None of them said yes, but we did get the California Teachers'
126 o THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
Path of Surprises
I have to admit there was some exhilaration, along with a certain air of
suspense, for me personally as we set up shop at the corner of Madison
and Dearborn streets in Chicago. Since my days as a freshman in high
school, I had wanted to make a lot of money. My father was a doctor
on Long Island where I grew up. He was an artist and sculptor, too, but
making money initself was nota major focus for him. Mylife was pretty
sheltered. I had70kids inmy high school class andplayed all the sports,
so money was not a chief focus for me, either, during thoseearlyyears.
That perspective changed quite abruptly one summer during high
school while I worked at a gourmet food store owned bythe father of a
friend. Investment bankers, lawyers, stock brokers, and doctors would
come into that store, and there was something about their lives that
seemed so comfortable. I was on the other side of the counter but did
not want to stay there all my life. I decided then that I wanted to make
a million dollars. That would be a measure of success.
In those early years, I had a hope that I might be able to play
professional baseball. I was a catcher, and between high school and
college I had a week-long tryout with the Atlanta Braves organization.
It turned out I couldn't hit minorleague pitching, and exactly how that
contributed to a feeling of homesickness I developed, I do not know.
THE INSIDE GAME • 127
I was slow and couldn't hit, but I still had an arm that was strong
enough for me to play college ball at Denison University. Fortunately,
the colleges did not check into amateur status very carefully back
then, so when I enrolled at Denison I was still able to play. Much has
been made of my baseball career, because today I own a stake in the
Milwaukee Brewers and also had bid to buy the Chicago Cubs from
the Tribune Company, but to imply that I was a superstar ball player
is an exaggeration.
When I was 20, my mom and brother both died within a week of
each other. My brother died in a car wreck, and my mother choked to
death while eating in a restaurant. I was a senior at Denison and on my
way to law school. It's hard to put into words how tough that was. Let
me just say it taught me I could survive anything. Failing in business
is not the end of the world, and as long as we have our health and our
loved ones, life can be okay.
One irony ofmy life isthat I had never intended to goto law school.
I had always planned to go to business school and had taken the en
trance exam. Meanwhile, I had a friend who needed a ride to Colum
bus, Ohio, to take the law boards, and I figured, as long as I was
driving him there, I might as well take the test myself. It turned out
that I bombed the business boards, but I got the highest score ever in
Ohio on the law boards. The Vietnam War was getting started, and the
only way to skip the draft was to stay inschool, solaw school suddenly
sounded like a great idea.
I wound up at First Chicago almost by happenstance, too. In my last
year at Duke University Law School, a First Chicago lawyer visited,
and I applied for a job. The Vietnam War was still escalating, and I
listed my draft status as 1-Y, which meant I could be drafted. But the
recruiting lawyer didn't know what that meant, so he offered me a
job anyway. The lawyers back in Chicago were not happy about that,
especially when I wound up with No. 12 in the draft lottery, which
meant I soon would ship off for Vietnam. When I went for induction,
though, I flunked the physical, so the law department had its newest
associate after all. I started work, in fact, on the day the First National
Bank Building opened. The building is a landmark in Chicago, with its
sweeping, curved, white exterior walls, and I have always enjoyed hav
ing something in commonwith that great building.
128 * THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
Growing Pains
Every deal we did in ourfirst fund turned outwell, not just OmniPoint.
We got four times the total amount invested. By 1997, we were ready
to raise a second fund, targeted for $900 million. Some of our limited
partners thought that was too big a step up—nearly double our first
fund—but the second fund turned out to be very successful, so we
quickly raised a third fund, which capped at $2 billion.
That fund became the source ofsome ofour firm's biggest mistakes.
Part of it, I think, was that we were taking in the returns from our first
fund, so we probably were acting with some overconfidence. After all,
we were cashing checks for $600 million for OmniPoint, so nobody
was going to say we did not know what we were doing with our new
round ofinvestments. We were investing in 2000, at the height ofthe
dot-com bubble, and because of our experience we weighted very heav
ily toward the telecom sector. After the telecom bubble burst, we hadto
close down 25 companies. Some ofthem were hitting their plans, but
we had toclose them down anyway because the lenders had no patience
with anything in the sector.
We had never known much stress before. We had only known suc
cess. Nowwe were facing a lot ofstress. In one of ourcompanies, Focal
Communications, we had invested $15 million, and at its height the
investment was valued at $1.4 billion. We never got a nickel out of it,
though. The stock topped out, but we could not sellbecause that would
have undermined the whole market for the company. As we looked
back on it, the mistake we made was that we concentrated too much in
one sector, telecom, which had been so hot.
The blistering experience with the telecom boom and bust taught us
a few lessons about managing a firm under changing market conditions.
Mainly, welearned that it isa mistake to get too excited aboutinordinate
success. It isequally an error to overreact when the markets turn against
us. At the height of the telecom bubble, those of us in leadership of the
firm spent a lot of time deciding how to compensate our telecom group.
After all, they were doing most ofthe deals, and they were having remark
able success. At one point we considered launching a sector-specific fund
that our telecom people would manage. We changed our hiring so sector
groups—the telecom group, in particular—could hire associates without
having them interview throughout the firm, as had been our practice.
The Inside Game • 131
Confidential Compensation
We did not change our carry structure. That was sacrosanct. But we
did make certain that the telecom group received hefty bonuses. It was
important, though, to make certain that the bonuses remained confi
dential. We published the bonus pool each year, so everyone in the firm
could estimate how large a share they had gotten. Ourown experiences
told us, though, that itwould be corrosive to let everyone know exactly
how much a particular team received.
Inthe end, we did not permanently change the structure ofour firm,
either when telecom was on its way up or on its way down. We never
launched a separate telecom fund, and we decided, after experimenting
with new hiring practices, to return to our old style.
Our decision to continue with our traditional hiring approach is
having an important impact on the firm. Letting one industry team
take responsibilities for hiring had the potential to have a corrosive
effect on the firm's sense of cohesion. Instead of feeling loyal to the
firm, we thought that our young people over time would develop that
commitment only toward the particular group that hired, trained, and
mentored them. Their commitment inevitably would be to the group,
not to the entire firm. This, in turn, might create a sense of competing
fiefdoms at the firm rather than the notion we prefer—that we all con
tribute, from our different disciplines, to our shared success.
We now believe it is important that everyone in leadership at the firm
meet every new person we hire, and we work to make certain our new
associates also develop this firmwide perspective. We make clear to new
associates that it is the firm, and not a particular team, that hires them.
We assign our new associates to apool from which they might be called to
any industry group, depending on the firm's needs. Only after about three
years of experience do we allow the new associates to pick a specialty.
The deals that have gotten into trouble are in industries that were
most adversely affected by the economic downturn and have done so
because the extraordinary amounts of leverage left them little room
for error. Prices ran to remarkable levels, in part because the avail
ability of cheap credit tended to drive prices skyward. The bankers
were so anxious to lend, they were offering us more than we were
willing to take.
Protective Measures
The experience from this period has taught us the value of extreme
stress testing when we are evaluating an investment. Like most firms,
we have always conducted tests of how apotential portfolio company
might perform under tough economic conditions. Over time, we have
refined this into what we call a "waterfall analysis." The term is meant
to reflect what can happen when a stream of bad news cascades, like a
waterfall, on anygiven company.
Before investing in one retailer, for example, we looked at how the
company would operate even in the face of a series of extreme occur
rences. We looked athow they would do ifthe company signed no new
accounts, if wholesale margins fell by 1%, if sales in new stores fell
dramatically, if same-store sales growth flatlined for four straight years,
ifthe company failed to open more than 10 stores a year, and other
factors. The company expected to sign an important new customer, but
we estimated the impact of what would happen if the deal would fall
through. Then, we added all those negative occurrences together and
looked at the numbers.
We learned from experience that reality sometimes might be tougher
than even our worst-case scenarios. The economic assumptions we
made prior to the economic crisis of 2008 clearly were not severe
enough. From this recent experience, we have extended the duration of
our worst-case assumptions by several years, to take into account the
possibility of an economic downturn that persists for five years. Perhaps
we did not take into account the more global effects of an economic
downturn—a lack of credit, a dysfunctional banking system, 10%
unemployment, and so on. Previously, our assumptions had focused
more at the internal nature ofthe business than at any potential for a
THE inside Game • 135
4&> Assess risks carefully. Before investing, take into account all the
negative contingencies. Add up their impact, over an extended
period oftime, to see how the investment would hold up under
the worst of circumstances.
VENTURE GAIITAI
llil
7
141
142 • THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
In the midst of the current economic turmoil, with both the credit
markets and the economy under significant stress, it is hardly surprising
that venture capitalists are particularly selective in the companies they
choose to support these days. In prior times, cycles of venture capital
tended to rise and fall with the ebb and flow of the market for initial
public stock offerings. As the initial public offering market seized up
beginning in2008, broader economic conditions and the availability of
credit tended to become the overriding factors.
This is not to say that venture capital investors have left the field
altogether. Rather, they are merely more careful than ever about
their investment decisions. Venture capital investors are ever more
vigilant to ensure that the companies they do support have enough
cash and "runway" to manage the rate at which they spend—or
"burn"—their way through capital or spend and burn through a
difficult period.
Likewise, venture capitalists themselves are finding that their own
access to capital is limited in ways few have seen before. Fundraising
from limited partners typically is taking longer and yielding less than
in prior periods.
Over the longterm, venture capitalfunds have generated a net inter
nal rate of return in the range of 15% to 20% eachyear to their limited
partners, butthose rich andreliable returns no longer seem quite so de
pendable to their limited-partner backers who have suffered economic
loss due to recent market and economic conditions. Chastened by losses
in the stock market and other forms of investment, the limited partners
are putting pressure on venture funds not to make a call on their capi
tal. In short, the limited partners are asking the venture capitalists to
avoid demanding that the investors actually produce the capital they
promised at the time the fund was formed, unless such a capital call is
absolutely necessary. Venture capitalists are now much more solicitous
of public pension fund investors whom until recently they had often
dismissed in favor of more sophisticated endowment funds. Indeed,
endowments these days frequently are retreating from the business
of meaningful venture exposure, as theyrecover from significant equity
market losses and move toward a more conservative mix in their invest
ment portfolios (Table 7.2).
144 • THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
up for a long time and in which there will be limited visibility into how the
investment fares along the way. In exchange for tolerating this risk and
uncertainty, the limited partner requires a risk premium over and above
what itexpects itcould obtain by simply investing in, say, anequity index
fund. If, for example, they expect U.S. equities to return an average of
12% over time, the limited partners in a venture fund might expect a 10%
premium for the risk and illiquidity associated with venture investing. All
told, the limited partner might be looking for an expected 22% return.
As ifthat22% expected return is notsteep enough, the capital allotted
toward venture investing has even more demands placed upon it. The
typical venture investment must return more than that 22% on average,
because the economic return to the venture firm itself must be factored
in. In a typical 2/20 fund, the firm takes an annual management fee of
2% and also shares in the upside of the investment by taking 20% of
the return on investment—an allotment referred to as "carry" in the
trade. Venture firms with extraordinary track recordscan demand carry
rates as high as 30%. Taking into account the additional demands on
thecapital invested in a typical 2/20 fund, then, the actual investments
must deliver nearly a 30% return in order for the limited partner to
receive the expected 22% rate of return.
It is hardly surprising that theeconomics of the typical venture fund
have a substantial impact on the investment strategy of venture capital
firms. Imagine that the venture firm thinks the typical life of its fund
will be five years. Inorder to average a 30% return oninvestment, $100
invested on dayone must within five years yield almost $400. Although
many simplifying, and sometimes unrealistic, assumptions have been
made here, that is a daunting prospect for many new ventures—the
enterprises that must create the actual economic activity that creates
the outsized returns that the venture funds need in order to meet the
expectations of their investors.
The real-life picture actually is a bit grimmer than the basic
numbers relate. After all, many of the investments that are made
by the venture firm are not going to pay off anywhere nearly this
handsomely. Some will go bust altogether, while others may exceed
expectations and deliver substantially more than expected. It is fair
to expect that of $100 invested, roughly 40% will return nothing to
the venture firm.
146 o THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
Tough to Predict
Ofcourse, the venture capitalist cannot tell which ofthe many opportu
nities thatcross his or her desk will be the one thatisa "30 bagger"—in
other words, the big payday. By the same turn, it can be nearly as
difficult to predict which of the investments will return zero. These
uncertainties—and the almost irresistible allure of the 30 bagger—drive
the typical venture investor toward a home-run model of investing.
Such investors puttheir money down knowing thatthe glowing average
return they expect from their portfolios likely will stem from a small
number of very spectacular successes.
But, matters do not end there: There ismore bad news for thetypical
investor. Not only must theventure firm's partners identify entrepreneurs
whose ideas deserve financial backing, but they also must maintain and
monitor those investments over time—all the while scouting for new
investment opportunities coming around the bend. Let ussuppose, hypo-
thetically, thatourventure firm with $500 million incommitted capital is
composed of eight venture partners. That means that over the life of the
fund, on average each partner will invest a little more than $60 million.
Thismaysoundlike a lot for a single individual to control,and it is.In
fact, mostventure partners feel they cannot adequately oversee morethan
about eight portfolio companies at a time. One of the most important
things thatthe venture capitalist brings to the entrepreneur isrisk capital,
butasthe pages ofthis book make clear, they also bring advice, networks
of potential customers, and potential team members or employees. The
venture partneralso likely will sit on the boardof the portfolio company
and takea leading role in helping to move thecompany along itsnatural
growth curve, from start-up, to success, to potential candidate for an
THE ENTREPRENEUR AND THE VENTURE CAPITALIST * 147
the requirements of the venture capitalist need not spell doom for the
nascent venture. A variety of other sources of risk capital are available
to fill the gap—with friends, family, and angel investors often being
the most likely source.
For the entrepreneur who does obtain venture capital, the fundrais-
ing phase is only the first of manysources of possible conflict between
the entrepreneur and the venture capitalist. At the heart of the issue is
the fact that, while both the entrepreneur and the investor meet their
respective goals when things go well, there are many respects in which
the parties' incentives are misaligned. These misalignments often cause
friction along the way.
For many entrepreneurs, financial success is only one—and often not
the most important—source of their passion for their ventures. Their
commitment to the idea itselfand to seeing it to fruition is often what
compels them. For the venture capitalists, on the other hand, as proud
as they may be of the successful companies they have helped spawn,
their fiduciary responsibility is to their investors and the return that
they expect. This difference often manifests itself at inflection points
where there is a choice between a low-risk, moderate-return alternative
and one that requires "hitting for the fences."
The typical venture investor has every incentive to play long ball,
while many entrepreneurs will be happy simply to see their product
come to market, even if there is little hope of achieving substantial
scale. The venture capitalist may often be more aggressive than the
entrepreneur when the venture investor begins to suspectthat this par
ticular enterprise is a low-probability, high-return investment. On the
otherhand, once theventure investor believes that the enterprise likely
will never hit it big, the interest in the investment maywane—regard
less of whether or not the entrepreneur still believes in the business.
This disparity in perspective is rooted in two concrete aspects of the
entrepreneurial opportunity. The first is that a venture investment is
usually structured so that the investors hold preferredstock whereas the
founders and employees hold only common stock. This means investors
get their money back before the founders can. If the outlook for a
typical, $30 million investment is such that continued investment is
unlikely to return much more than that amount, the investors would
typically be motivated to exit as soon as possible, almost regardless of
THE ENTREPRENEUR AND THE VENTURE CAPITALIST * 149
any marginal extra return. They want to selland get their money back.
The entrepreneur, meanwhile, may prefer to keep going in the hopes
that this particular venture might yet turn into something big.
The second reason for the difference in perspective is that, as a ven
ture capitalist once told me, venture investors are investing two things:
time and money. The concern with the financial investment is obvious.
Lessobvious, however, is the opportunity cost in terms of time. Because
the cost of continuing to investtime in the entrepreneur's venture is the
inability to take on another, potentially much more lucrative venture,
the venture capitalist often has an incentive to shut down the venture
and move on before the entrepreneur is willing to do so.
Success in the venture does not necessarily eliminate this tension be
tween entrepreneur and investor, either. They may also differ in their
patience when it comes to the timing and form of an exit for a success
ful venture. Venture capitalists are more likely to favor IPOs and to
favor them sooner than entrepreneurs will. An IPO provides liquidity
for the venture firm's limited partners and provides a concrete measure
to bolster the return on the current fund. Such concrete data can be
useful to have in the bag as they raise subsequent funds.
The entrepreneur may prefer a longer time horizon, both because it
may be possible to demonstratemore progress and also because the IPO
itselfand the public scrutiny that comes with it may be unwelcome dis
tractions from continuing to grow the business. Of course, in the longer
run an IPO is a welcome liquidity event for the founders and team as
well. As other forms of exit become more common, it is possible that en
trepreneurs will more readily welcome those that do not involve greater
public scrutiny, as long as the financial returns are commensurate with
what had been expected when IPOs were more readily done.
Yetanother frequent difference of opinioncenters on the abilityof the
founder to "scale" the firm as it grows. Although many venture capital
ists eschew the claim that they often are unwilling to give the founder an
opportunity to stay at the helm oncethe company is big,that is certainly
the perception and fear among many venture-backed entrepreneurs. It is
interesting to note that manyyoung entrepreneurs who managed to build
their companies with littleor no reliance on venturefunding have indeed
managed to scale very well with their companies. Bill Gates, SteveJobs,
Michael Dell, and Larry Ellison are notable examples. Critics wonder
150 * THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
PIONEER INVESTING:
TAKING VENTURE CAPITAL
FROM SILICON VALLEY TO
BANGALORE AND BEYOND
William H. Draper m
General Partner
Draper Richards L.P.
G3*&>-
AUM:$1 billion Years in VC: 50
Style: Intuitiyip
Education: B*Av, Yale University* Class of 1950
;M.B.A^Jfarvard Graduate School of Business, Classof 1954
Significant experience: Co-founder, Sutter Hill Ventures, President
and Chairman of the Export-Import Bank of the United States,
Under-Secretatry-General, United Nations
-—" : (S?^X)
© 151 ©
152 • THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
A Fiery Start
I learned about this knife's edge betweensuccess and failure right at the
outset of my career in venture capital.In 1967, as the co-founderof the
newly formed venture firm Sutter Hill Ventures, I was trying to raise
$10 million in investment capital from a Canadian construction and
cement company named Genstar Ltd. A friend of mine from college, a
fellow Yale University alumnus, had told me that Genstar was looking
for a way to get into technology.
We took the president of the company, Angus McNaughton, on a
tour of a half dozen of our portfolio companies. One of the entrepre
neurs whom we visited in Los Angeles had started a company called
Duplicon, and he had developed a new technology that he believed
could put Xerox out of business. He had built his first prototype and
wanted to show it to us.
The guy was a showman. As if he were putting on some sort of
start-up magic act, he asked McNaughton to take a bill out of his
wallet. McNaughton took one out, a $100 bill, as he remembers it,
and handed it over. With a flourish, our entrepreneur lifted the cover
of his machine, slid the bill onto a sheet of glass, and closed the cover.
So far, so good. Then he flipped the switch. A motor whirred—and the
whole thing burst into flames!
The place went into a panic. Someone grabbed a fire extinguisherand
sprayed down everything so the whole building wouldn't burn down.
I thought, "Oh my gosh, not only is his $100 bill burned up but there
goes our $10 million."
Luckily, however, McNaughton liked our other innovative invest
ments, and Genstar wound up investing with us anyway. We signed
them up for a $10 million commitment, though we only ended up using
$6 million. For years, the returns from our firm, Sutter Hill Ventures,
filled in the gaps when Genstar's cement, construction, and housing
businesses were not doing well. We were a counterweight to their
otherwise very cyclical business. McNaughton told me recently that
over the years Genstar made more than $700 million in profits on that
$6 million. Sutter Hill had an internal rate of return of just about 40%
a year for the 16 years that I worked there.
To me, the experience with Genstar and Duplicon is illustrative of
what it means to be a venture investor. The work is not predictable.
154 ° THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
soon after that watched in dismay as his own top engineers left him.
In 1959, the Shockley refugees opened shop in Palo Alto as Fairchild
Semiconductor, the company that built the first commercial integrated
circuit. This simultaneous birth of venture capital and the semiconduc
tor industry in the Bay Area has had a profound impact on the world
in which we live today.
My first venture investment was in a company called Corbin-Farns-
worth, the first company in the country to commercialize heart defibril
lators. This was a brand-new healthcare device that required regulatory
approval, but it was so useful that the approvals did not take long. We
had a success on our hands, a big one, and eventually sold the company
to Smith, Kline & French.
Of course, a big return by the standards of these early days has no
relation to what people came to consider a big return in later years.
We were not striving for a billion-dollar success at that time. We just
wanted to get a reasonably good piece of a company that was brand
new, take a risk by investing in it, and work to make certain that in
the end the company earned a decent financial return and delivered a
valuable service.
Off on My Own
After three years at my father's firm, I developed an urge to go out
on my own. I had kept in touch with a friend from Inland Steel, an
otheryoung executive named Pitch Johnson, whose father had been the
track coach at Stanford. In 1962, when Johnson visited from Chicago
for "The Big Game"—the annual gridiron clash between Stanford and
U.C. Berkeley—we decided to form our own venture capital company.
Semiconductors were really getting big by this point, and one of our
first investments was in a firm called Electroglas, which made the first
commercially viable gas furnace for manufacturing semiconductors.
When inventing new markets, timing is everything, and Electroglas
had perfecttiming. What it did not have, though, was a chiefexecutive
officer who could handle the company's phenomenal growth. Arthur
Lash, the founder, had come out of Fairchild. He was a good engineer
who knew how to make diffusion furnaces, but he was no manager.
Therefore, we needed a manager.
156 • THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
Recognizing Genius
The face of genius changes allthetime. The nextgreat innovator or the
next great venture opportunitycan bevirtually unrecognizable, particu
larly in new industries orwith new technologies for which nobody has
yet set a pattern for success. Activision became one of our better deals,
but when the founders first came to me with their idea of breaking out
ofAtari and starting the first independent computer game design shop,
I was skeptical.
After hearing their proposal I said, "Fine, butwhat do you see your
selves doing in ten years?"
David Crane, Larry Kaplan, Alan Miller, and Bob Whitehead had
only one thing on their minds. One by one, they essentially said the
same thing. All they wanted to do was design computer games—not
just right then, but for years and years. I couldn't help but admire
their passion, but it was immediately obvious that if we were to back
this group of men they would need a president who could actually run
the business. Eventually we found the right guy: Jim Levy, who had a
background in the musicindustry.
PIONEER INVESTING • 161
I had ever seen her before. It was a great ethical message for me though
and because the hotel ultimately sold us that ashtray, it was one
I remembered every time I saw the ashtray sitting in the living room
of our home.
Dad believed in public service. After his years in Europe and in ven
ture capital, he went on to dedicate himself to population control and
established the Population Crisis Committee. I have always appreciated
the value of public service, too. After graduating from Yale in 1950,
I went to Korea as an infantryman. I was in the 25th Division and
fought in the Iron Triangle. Living in a foxhole that winter was the
coldest I have ever been in my life.
Years later, I was honored when I received word that President Rea
gan wanted me to move from San Francisco to Washington in 1981
to take charge at the Export-Import Bank. When Reagan took office,
he wanted to close down everything that could be handled by private
industry and eliminate subsidies as much as possible. They put me in
charge ofthe Export-Import Bank because they knew that Iwould have
a business point ofview and would do all that I could to make it cost
effective. Therewererumors that I was sent in to shut it down, but that
was never the case.
As I got to know the people and the institution at the Export-Import
Bank, I learned that the place was running pretty well. I could do the
most good, Ithought, by focusing on problems that would benefit from
my business background. For example, prior to my taking office, Brit
ish entrepreneur Freddie Laker had borrowed many millions from the
Export-Import Bank to buy five airplanes to set up Skytrain, the first
low-cost trans-Atlantic airline service. I was skeptical about whether he
would be able to pay us back. Laker was buying his airplanes indollars,
but he was earning halfof his revenue in British pounds.
"Ifthe pound drops in value, you are going to go bankrupt," I told
him on one occasion when he visited my office.
"Bill, you just don't understand the airline business," Laker said. "The
important thing is just to fill those seats with more bloody arses!"
When the dollar appreciated, he did get squeezed. He also faced
increased competition from British Airways, and the combination of
these two factors forced him into bankruptcy. We wound up seizing
and selling the airplanes, but Laker still owed us interest on his loan.
164 o THE MASTERS OF PRIVATE EQUITY ANDVENTURE CAPITAL
daisy-wheel printer, and it was abig hit. Perkins also brought Sutter
Hill anumber of good investments after that. This relationship is an
example of the cooperation between firms that strengthened Silicon
Valley in those days.
Today, some three decades later, the pressures are completely dif
ferent. The big firms are raising giant funds, $1 billion and more, and
with that much to deploy the last thing they want to do is share deals.
I think that is unfortunate because cooperation brings more talent to
the table and often better decisions are made.
Venturing Abroad
During my time at the UN, I traveled to 101 developing countries,
an experience that made me wonder if it might be possible to export
some of our techniques to countries where new investments could
result in astounding change. This would be anew kind of pioneering,
this time with an international dimension and an economic develop
ment purpose.
While I was mulling this idea, a friend named Bill McGlashan in
troduced me to Robin Richards, then a graduate student at Stanford.
Richards had lived abroad and had worked with a vice president of
Coca Cola on some venture capital projects. We decided totry venture
capital abroad. Richards and I looked at China, Indonesia, Vietnam,
and Hong Kong, but ultimately we decided that India made the most
sense. Indian business people spoke English, which was helpful, and
the rule oflaw was well established, ademocracy was in place. Besides,
we liked the food.
To start Draper International, in 1995 Robin and I put together
an India fund, and we knew that we needed local expertise in order
to succeed. The legal work alone that was necessary to found Draper
International told us that. The partnership agreement was inches thick,
and we had to initial every page. Ihad met Manmohan Singh, then the
Finance Minister and now Prime Minister, through my work at the UN,
so we had good connections right from the start. Through referrals, we
heard about a young man named Kiran Nadkarni, who had run the
venture fund of a quasi-government bank, ICICI, and he seemed like
the local talent we might need.
PIONEER INVESTING • 167
For-Profit to Nonprofit
This could have been a good time to pack it in and call it a career.
I have to say there was some temptation to do that. Then, again, my
father was into his 70s when he started up the Population Crisis Com
mittee. The fact that, after a long and successful career, he devoted his
time toa nonprofit organization was something that I strongly admired
and wanted to emulate.
Inspired by my dad's example, I decided to diverge slightly from the
path he had set by taking up one ofthe newest forms ofventure invest
ing: social entrepreneurship. Robin Richards and I formed the Draper
Richards Foundation, which provides early-stage grants of $300,000
over three years to entrepreneurs with original ideas that might help
make the world a better place.
Some people say social entrepreneurship is not actually that new.
After all, John D. Rockefeller III coined the term "venture philan
thropy" in the 1960s. But what we are doing is not philanthropy in the
traditional sense. We don't just hand money over to people and hope
that they spend it wisely. We refer to our grantees as "fellows" and
treat them as we do any entrepreneur whom we back.
One grantee, Little Kids Rock, teaches city kids to play instruments
and write music after school. Room to Read builds school libraries
and schools in Africa and Southeast Asia, and Girlsfor a Changehelps
young girls take onproblems intheir communities. They all have com
mon traits: an entrepreneurial-minded founder, a concept that cangrow
to a large scale, and a need for our money.
We have our own objectives; for example, we do not wantto become
just another source of funding for any of these ventures. We want to
be the initial source that helps these entrepreneurs set their ideas into
motion. We want to help them get started with coaching and contacts
just as we do in the venture capital world. After three years, they are
on their own, and they know that from the start.
One of the rewards of this work is the way we can make a differ
ence insociety while still drawing onthe years ofexperience Robin and
I have accumulated. One of my favorites is a nonprofit named Kiva, a
micro-lender that uses the Internet to let individuals make contributions
as smallas $25 to tiny businesses anywhere in the world. Users can go
170 • THE MASTERS OF PRIVATE EQUITY ANDVENTURE CAPITAL
on the site, literally shop for a business that appeals to them in Kenya
or Ecuador or Tajikistan, and click to make a micro-loan.
With Kiva, Matt Flannery; his wife, Jessica; and Premal Shaw
were quite consciously copying the ideas of Nobel Peace Prize winner
Muhammad Yunus, the founder of Grameen Bank. Grameen was
the first in the world to bring micro lending to huge scale, through
its lending in its home country of Bangladesh. By taking this lending
system to the Internet, though, Kiva has eliminated geography as a
barrier to participation, both for the lenders and for the borrowers. It's
an inspiring story, and one that benefited, I think, from our approach
to social entrepreneurship.
We have treated Kiva, and all our grantees, just as ifthey were start-up
businesses. For the three years that they are grantees we help them orga
nize the board, secure new funding, find business partners, fine-tune their
business strategy, and do whatever else is needed. I hired Jenny Shilling
Stein and Anne Marie Burgoyne to run the foundation, and they have
worked tirelessly to help the founders of Kiva and Room to Read and our
other fellows achieve success. They have selected those fellows very well.
Looking back, I am thankful to have had such a rich and diverse set
of experiences, especially those in venture capital. Society would not
be as advanced, interconnected, and civilized as it is today were it not
for the scores oftalented venture capitalists who provided the platform
for brilliant and passionate entrepreneurs to develop and nurture their
world-changing ideas and innovative technologies. At a time when the
world needs an inventive new form ofinvestment, social entrepreneur-
ship has come along. There is no end to invention, and I am fortunate
to have seen so much of it in a lengthy and rewarding career.
4$f> Team over technology. The selection of astellar team trumps the
novelty of the technology, market conditions, and timing. Although
technology is important, the hard work, optimism, vision, and luck
of the entrepreneur—and the team—are the heart and soul of
success.
Feed the winners. Too often, promising companies get starved for
attention and capital because venture investors spend too much
time, money, and energy on futile attempts to save weak ones.
o 173 *
174 • THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
"I read the material. You don't have to tell me anything," Fisher
said. "You are going to form a blind pool, is that right?"
"Yes."
"That means you don't know what you are goingto invest in, is that
correct?"
"Yes," again.
"You are telling me that this may be illiquid for as long as 12 years,
and you are not going to promise any rates of return. Is that correct?"
"Yes, sir. That is correct."
"Well what are you going to do?" he asked.
We didn't have many specifics. "I have had some experience in this,
and my colleagues have some experience," I stammered. "And we are
going to do the best job we can."
Fisher spoketo the room again: "Well, I still don't think you ought to
do this," he told the Ball heirs and advisors. "But if you want to, it's okay
with me. We've got to get going because church starts in 10 minutes."
That was our first limited-partner investment. And now, 30 years and
13 investment funds later, the Ballfamily is still with us. Barbara Good-
body, a Ball heir I had met while ushering at the wedding of a mutual
friend, was at that first meeting, and she remains an investor today.
On the Move
One time, out of nowhere, during these early years, Rock asked me,
"Dick, have you ever been to Japan?"
I said no.
He said, "Why don't you go over there and raise some money
for us?"
We had 13 companies in our portfolio then, and six were running
out of money at the same time. So I went to Japan and did seven
Change for the Better • 179
deals for six companies. One of them was Xynetics, a company that
made precision cutting equipment that could be used both in cutting
textiles and in positioning systems for electronics. It went from a
start-up to a $50 million company over time. We eventually made
money for ourselves and our Japanese partner on every one of those
six investments.
Rock and I were talking about raising a second fund when Chuck
Newhall swung out to the west coast and looked me up. He was with
T. Rowe Price on the East Coast. Along with Frank Bonsai, who was a
partner at Alex Brown & Sons in Baltimore at the time, Newhall had
decided to start a venture firm. Over a series of dinners the three of us
decided to form our own partnership.
The other two assumed, of course, that I would go back east, but I
wanted to stay in California. Newhall and Bonsai eventually agreed to
this arrangement, so right from the outset we were the first of a kind:
A venture capital firm with offices on both coasts. T. Rowe Price had
committed $1 million, and a firm that was running money for the John
Deere family had committed, too. There was that money from the Ball
family. Eventually, the commitments topped $16 million,which seemed
like good money given the dire circumstances in the markets.
Thanks to the changes in taxes and the change in rules for pension
investing that occurred just as we were opening shop, we went from
having a very bleak outlook to having a rosy one. Even so, we had
plenty of challenges at hand. We had to figure out how to make deci
sions within a small firm when the principals were working in offices
on either coast of the United States. We had no e-mail or teleconferenc
ing in those days, so the 3,000-mile distance felt greater than it would
today. Communication and decision making were both huge hurdles
that we had to overcome.
We decided that, rather than jumping into a batch of start-ups and
other companies we did not know, we would start by investing in sec
ond- and third-round fundings for companies already familiar to us.
We just wanted a mix of companies, not all of which were strangers.
Because some were concentrated heavily in the San Francisco Bay area,
I joined the boards of many of them. Newhall and Bonsai did their
share in the East, also. The strategy worked. We were able to return our
investors' capital within about three years at a substantial profit.
180 * THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
We have come a long way since then. Today, we are investing our
13th fund. We have raised, in aggregate, more than $11 billion. In ad
dition to our offices on the east and west coasts, we also have offices
in China and India. We are trying to elevatebest practices wherever we
go. Change is something we embrace, but we have tried to make sure
that certain principles of our business do not change even as we have
grown. In other words, we have tried to scale the business while keep
ing the art form in it. We have always maintained a democracy among
the partners, wherein we all have the same draw from the firm's fees
and the same participation in the carried interest, or investment profits,
from our funds.
We have a Nobel laureate and the former dean of the Duke University
Medical School who used to run research at Genentech. They can really
make a difference both in making investment decisions and in helping
our portfolio companies through the tough technical challenges that
always arise with new technology.
"I have learned that a deal is not a deal," Metcalfe told me. "I really
want to work with you."
With two other venture capital firms, we invested $1.1 million in
3Com, and I went on the board. Metcalfe set up offices at 3000 Sand
Hill Road—an address that has become famous as the location of the
well-known venture capital firm Sequoia Capital. 3Com, I believe, is
one of only two companies that actually started operations at 3000
Sand Hill. Inside the low-slung office park, we assembled Ethernet
boxes, pouringglue in the backso people couldnot get their hands on
the circuit boards and reverse engineer them. Once we started selling,
the business just grew straight up—$1 million in sales the first year,
$5 million the second, then $17million, then $47million. People called
1981 the "year of the LAN." It was before the Internet came, and
it seemed there was nowhere to go but up. Even so, Metcalfe was a
scientist, not a manager, so we brought in a Hewlett-Packard executive,
Bill Krause, as chief executive.
We had embraced Metcalfe's idea of technological change and,
with Krause managing strategy, helped him build the company. By
1987, though, the market had changed dramatically. IBM had cap
tured a larger market share than 3Com by adding LAN hardware
and software to its computers. Krause had expanded the business
into network software and servers, but this was not enough. With
competition intensifying, Convergent Technologies approached
Krause with a merger offer, and he and Metcalfe both wanted to
do the deal.
I never had to make that speech. When the board meeting opened, a
clean-cut,very educated guy begangiving the fairness opinion on behalf
of the board's investment banking firm. He went on for quite a while,
and I was barelypayingattention because in my mind I was rehearsing
my own remarks.
Then, as he got to the end of his presentation, the banker said,
"Therefore, for the following reasons, we are withdrawing our fairness
opinion."
All hell broke loose. Krause called Ely, who brought his attorney,
Larry Sonsini. They asked if this was a negotiation over price, and
Krause said no. It was more than that. The deal fell apart, but by this
time Krause would not change course. He thought he needed a merger
to keep 3Com growing. Within a year, he had merged with Bridge
Communications, but by that point we had distributed our shares so
the Bridge deal was not my concern.
We didn't give up on the Ethernet business, though. We backed
Grand Junction Networks, which eventually was acquired by Cisco
Systems in a significant acquisition. In fact, we're still involved in
gigabit Ethernet today. Our current Ethernet company, Force10 Net
works, shows how much technological demands have changed and
how we have adjusted to the changes, too. The 3Com systems had less
than a gigabyte of processing power, and Grand Junction Networks
at the time had up to one gigabyte. ForcelO systems, in contrast, start
at 10 gigs. At the time of our investment, the company was on its way
to introducing some really significant technology to bring the systems
to 100 gigs.
This is a big leap in what we call computer "exascale," and with
that growth in processing power ForcelO has grown well. In 2008,
ForcelO sold $57 million in servers to Google alone. One irony of
this success is that one of our other companies that I was a director
of, Juniper Networks, in the late 1990s had a shot at developing this
market. They had systems built specifically to run alongside Cisco
Systems' servers, but with purpose-built technology. Despite that, the
founder and chief technology officer and I could not persuade the rest
of the board to approve the move. The lesson: embrace change, or lose
opportunity, although Juniper continues to do well in its own areas
of expertise.
Change for the better • 185
Board Wars
Most people spenda greatdealof energy adjusting to change. Clarkmakes
change and lets everyone else adjust to it. In that sense, Clark is a con
stant force of change. He has a knack for brilliant innovation that seems
remarkablyconstant. It has persisted, seemingly unaltered, since beforehe
left Stanford University's faculty to establish Silicon Graphics, alongside
computer scientist Abbey Silverstone, in 1982. The founders envisioned
Silicon Graphics as a company that could build powerful workstations
and servers capable of creating three-dimensional computergraphics pop
ular with everyone from Hollywood film studios to those working with
complex scientific applications and computer-aided design.
We got involved at Silicon Graphics during a $15 million second-
round financing. I was invited into the investment and went on the SGI
board in 1983. Mayfield had incubated the company from the time
Clark left Stanford University. At my first board meeting, I realized
this company had serious troubles, bubbling into open hostility, in
its boardroom. Entrenched, bickering tribes coalesced around one or
another of the leading personalities in management and were struggling
to create a vision for the company. Soon after that first meeting, a
Mayfield partner, Glenn Mueller, called to say the firm had recruited Ed
McCracken, one of the highest ranking executives at Hewlett-Packard,
to take charge as CEO. What a relief.
McCracken in the early going was the very essence of the sort of top
flight management talent that can transform a company. He got the peo
ple issues ironed out, he rationalized the technology research strategy, he
helpedstructurethe companyto face eachof its marketsappropriately, and
he teamed up with the right strategic partners. Clark, meanwhile, seemed
bent on causing disruption because he is both very intuitive and because
he is never really satisfied. He is on to the next challenge. I know Jim well
and like him enormously. His genius,drive,and engagingpersonality are a
more than acceptable tradeoff for the troubles he sometimes makes.
Clark was absolutely obsessed with the ideaof the "telecomputer," a kind
of hybrid computer and television that hewasconvinced would bethe next
big technology breakthrough. McCracken did not immediately buy into
it—which nearly drove Clark mad—andthe board movedto limit Clark's
influence at the same time we rewarded McCracken for his excellent work
by boosting his compensation above Clark's. This sent Clark into intense
rages with some justification. Clark leftsoonafterward to launch into his
next Silicon Valley breakthrough: Netscape, the search-engine company.
Here's the irony of Clark's departure: McCracken ultimately could
not lead Silicon Graphics through the sharp, fast-paced changes
that were reshaping the business of complex graphics work stations.
At the worst possible time, he took his eye off the job following his
decision to serve on a technology advisory board for President Bill
Clinton. A partnership with Time Warner to experiment with Clark's
telecomputer idea failed. Silicon Graphics, which had a big headstart
on Sun Microsystems—so big, in fact, that the venture capitalist John
Doerr once tried to arrange a merger of the two—quickly lost ground.
Once you lose the magic, you never get it back, and that was the case
with McCracken. We wound up having to replace him, but by then it
was too late. Silicon Graphics ultimately filed for bankruptcy.
By the time Clark left Silicon Graphics in early 1992, he was angry
with me due to his perception that I had favored McCracken over him.
NEA was invited to back the Netscape launch, but we were outbid by
John Doerr of Kleiner Perkins. The verynext year, we backed Healtheon,
Clark's next big venture. That decision came about because by that
point Clark's relationshipwith Doerr had soured. Although Doerr and
Kleiner were very involved at Healtheon, Clark's ever-shifting feelings
toward Doerr and me is testament to the curious mix of friend and foe,
partner and competitor, that typifies life in Silicon Valley. Either that,
or it is just an indication of how mercurial Jim Clark can be. In point
of fact, I believe it may be a combination of both.
Fixing Healthcare
The idea for Healtheon had occurred to Clark when he was in the
hospital in 1995 receivingtreatment for a rare blood condition he has,
hemachromatosis, which requires a hospital visit every few weeks.
188 o the Masters of Private equity and Venture Capital
companies, too, because they know they can benefit from their relationship
to other companies in our portfolio. A cell maker might sell products
to an installer, for example. One more point: Differentiation makes for
better investment returns, too. The market assigns a multiplier of two- to
three-times cash flow to, say, a Tier 2 solar provider, but differentiated
technology providers fetch 8to 15 times cash flow. We saw the same thing
happen assilicon technology matured, and the cycle isrepeating itself with
solar. Technologies may change, butwinning strategies persist.
Investing at Scale
Barrett's idea changed our whole way of doing things. To deploy so
much money, we needed to up the size of our investments. Instead of
an average investment of $6 million, we would put $40 million into
the typical deal. We would go as high as $100 million, and we would
invest in established companies instead of start-ups. If we could get,
say, seven times cash flow on exits, this would have a multiplier effect
on our performance. We also would not use debt. Most of these com
panies could not support debt anyway, so we decided to move in with
total equity investments.
We added one final twist: On the last $250 million of the fund, we
took no management fees. That way, if we never did find somewhere
to put that money, there would not be pressure to invest it for the sole
purpose of earning back our fees.
Tele Atlas is an example of how this worked. The company started
as a division of Bosch, in Germany, doing location-based software for
the automobile industry. In 2003, we jumped at the chance to put $70
million into a $200 million refinancing, along with Oak Investment
Partners, which spun Tele Atlas outofBosch and transformed thecom
pany. There were only two companies in the world doing this work:
NAVTEQ, in Chicago, and Tele Atlas.
Alongside our investment in Tele Atlas, we brought management
expertise to the second largest U.S. company inthe business and let the
Europeans continue running Europe. We got penetration into Japan,
sold stock on the Amsterdam exchange, and at the end of the day sold
the company for $4.3 billon. That made us about seven times our
money. Get results like that from big investments such as we put into
Tele Atlas, and it's possible to really move the needle, even with an
investment fund of $2.3 billion.
192 • THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
— (S^X)
195 °
196 • THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
We Needed a Champion
U. ofC. wanted to take the Stanford and M.I.T. model to a new level,
an innovation in university-funded research. The idea—spearheaded by
Walter Massey, a physicist who had headed Argonne and then was vice
president of research atthe U. of C. —was to actually fund the start-up
ofbusinesses that would focus their efforts almost entirely on the com
mercial potential of the university's scientific breakthroughs. That ap
proach faced a hurdle of its own: U. of C. had neither the know-how
nor the people to do the job.
Massey and the U. of C. trustees needed someone to focus full time
on the commercialization effort. With Massey heading up recruitment,
the university approached John Robson, a protege ofDonald Rumsfeld
who had succeeded Rumsfeld as chief executive of G.D. Searle & Com
pany. Robson declined to be a candidate for the U. of C. job, because
at this point he was weighing a job offer he eventually accepted, to be
come dean ofEmory University's business school. Robson did suggest
an alternative candidate for the job: me.
The timing was just as good for me as it was wrong for Robson.
I had retired from Baxter immediately in the wake of its purchase of
American Hospital Supply. As a middle-aged executive during a time
of consolidation—at 55,1 was the second oldest executive after Baxter
chairmanBill Graham at the time—it seemed bestfor me to take retire
ment and consider the next phase in my career. I was about to begin
commuting to Cambridge, MA, to co-teach a business-school course
on health management, when Robson in the summer of 1986 invited
me to breakfast.
"I've been asked to look at a job at the University ofChicago, which
would be associate dean ofthe business school," Robson said. "They
also want whoever takes the jobto design some kind of mechanism to
transfer technology. The interesting thing is they want to use business
start-ups as one of their techniques."
A Creative Breakthrough
As I thought about and discussed the idea with Massey and others at
the university, it emerged that Chicago's approach was one of those
creative breakthroughs that change the way business is conducted.
BEYOND THE IVORY TOWER • 201
business during the Depression. Jesse Lazarus would drive fromour home
on Long Island to visit gas stations, car dealerships, and tire companies
and offer to do their books and, ultimately, their tax work.
In a business like that,character isimportant. The way you deal with
people, the standards you set—it's a small world, and you can't hide
anything. Atone point during World War II, he got several offers to get
involved in the black-market trade of automotive parts. He turned that
down flat. He was the essence of honesty, and his clients and friends
knew that.
From Dad, I also learned not to underestimate a person merely be
cause of appearances. I had known growing up that my father fought
during World War I in the Argonne as a medic—a traumatic experi
ence, no doubt, but one he never talked about. So far as I knew most of
my life, my dad had led a quiet, competent life, successful but nothing
overly exciting. It was not until years after he was gone that I learned
from a distant relative that my dad as a teenager had sneaked out of the
house at night, ran to an Army recruiting station, and tried to enlist to
fight Pancho Villa on the Mexican border. You just never know what
is written on that tape of a person's life.
Navy Life
As for me, I had not intended to have a military career, but the Korean
War persuaded me to start one. I hadgraduated with an English major
from Dartmouth College in 1952 and was working as an advertising
copywriter when the military draft started setting its sights on people
like me. Rather than get drafted into the Army, I joined the Navy.
A fast moving ship seemed more attractive thantrying to fight my way
up Pork Chop Hill in Korea.
The Navy showed me the world. My wife and I had two memorable
years in Naples. I served on ships, butmuch ofmy work was in logistics
and supply—useful training for a later business career. After Harvard,
sent there by the Navy to round out my management background,
came the Pentagon job and, eventually, a stint as trade negotiator in
the Commerce Department.
At the Pentagon, I had learned to be a good listener and, impor
tantly, how to avoid political pot holes that might destroy a career.
BEYOND THE IVORY TOWER • 205
needed to alleviate any fears that ourventure was a threatto the purely
academic and theoretical pursuits. And, second, we needed to let the
scientists know—let everyone know—that they might gain personally
from this venture. They might do breakthrough work, for starters, and
they just might get rich.
We addressed the first concern by letting faculty and researchers
know that there would be no limits on publication of scientific
research. Deep down, many star scientists at the nation's universities
go to the lab every day hoping that their work will one day win
them the Nobel Prize. We knew not to trifle with that incentive, and
we made it clear that once the university protected the intellectual
property thattheir work produced, they would be free to publish, just
as they ever were.
In my view, this whole debate about pure academia vs. the com
mercial marketplace had been overblown. The Robert Hutchins legacy
was still very much alive at the university, but there was a flip side to
thatindependent and inquisitive spirit. Dig a couple oflayers down and
there was an independent-mindedness that played to our advantage.
There's a saying oncampus, asold as some ofthe buildings themselves,
that embodies the independent spirit: "You can do anything here, as
long as you don't do it in the street and frighten thehorses." That'sthe
spirit we tried to appeal to while recruiting the faculty and scientists to
work with us.
Times were changing in academia, in any event. At Argonne,
before ARCH came about, the leadership used to celebrate whenever
investigators successfully filed a patent. They would call the scientists
together and present a $100 check to the investigator whose work
had earned the patent, but those little ceremonies were becoming
increasingly outdated. By the time I arrived at Hyde Park, everyone
knew that Stanley Cohen and Herbert Boyer at Stanford personally had
earned a share in the proceeds from their work that led to the patent
for splicing DNA. Compared to the millions that Cohen and Boyer
personally made, those $100 gratuities for university research were not
just outdated; to some at the university, they were almost insulting.
We seized on this change in perspective from the start with the first
big success arising from science developed out of Argonne. At the
time we had our first public offering of stock based on research there,
208 • THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
ARCH in Operation
With the philosophical debates largely behind us, the focus now was on
getting ARCHinto operation. I had the office space I needed from Dean
Gould, and the university and Argonne labs clearly were turning out
intellectual property that would have commercial value. What I needed
now was legwork—enough people who could scour the labs and who
were smartenough to understand thescience and savvy enough to sense
the business prospects of what they saw.
These scouts also needed to be good judges of talent. In any pro
fession, scientific research included, there are a handful of superstars.
Such people have the talent and creativity to make breakthroughs,
not just once in their careers but as a matter of course. Their col
leagues and competitors knowwhothey are,especially in a collabora
tive pursuit such as science where people on different campuses, or
even far-flung continents, might be attacking a particular problem.
It may sound elitist to say it, but it's still true: We needed to identify
the super scientists, the ones capable of serial successes in the labora
tories, people we could do business with as they pushed the frontiers
of discovery.
Fortunately, there are few betterplaces on Earth to find peoplewith
the kind of smarts and savvyI neededthan the U. of C. business school.
Many of these business-school students have returned to school after a
few years out in the working world, so they have a seasoned eye. They
are uniformly intelligent. Many areentrepreneurs in theirownright. As
I would soon learn, besides offering office space, Dean Gould headed
an institutionthat would also provide me with a qualified labor force,
and a volunteer one at that.
BEYOND THE IVORY TOWER • 209
Everyday Lessons
That first fund helped teach us an important lesson about remaining
open minded in the early days of a business venture. The originating
idea may not ultimately become the germ of the business, but if it is
powerful enough it will survive the adaptations one has to make to
craft an inspiration into a business success. We quickly learned that,
when seeking to launch businesses out of a university environment, an
investor has to be flexible and respond to circumstances. We launched
BEYOND THE IVORY TOWER • 211
An Optic Adventure
In that first fund we also learned the important lesson that one must
never fall in love with technology. In our early scouting for break
through technology, we ran across research by Roland Winston, a
University of Chicago physicist who had developed a prismatic light
concentrator that increased the sharpness of images on a computer
screen. We called the company NiOptics and got 3M interested in its
commercial potential. There was a catch, though. The technologycost
triple what other, similar technologies cost to produce, and it never
caught on with computermakers. 3M eventually took NiOptics off our
hands, but only for about 85 cents for each dollar we invested.
212 • THE MASTERS OF PRIVATE EQJJITY AND VENTURE CAPITAL
On Our Own
For U. of C, the landmark moment for ARCH—the point at which it
was time for us to begin a new round of financing—brought the uni
versity to its own moment of reckoning. ARCH had succeeded, beyond
expectations really, in its original intent. In fact, in some ways it had
succeeded too well. The university is a not-for-profit institution, and
university lawyers wereconcerned about its active sponsorship of activ
ity that was delivering financial returns of 25% and better on invested
capital. Afterall, I was an administrator of the university, working out
of university space, and employing university students as volunteers in a
profit-making enterprise. I was told that at one meeting a lawyer joked
that the IRS "is after us about our bookstore, no less this."
The time had come for us to go our separate ways. We had ac
complished the mission for U. of C.—creating a path toward com
mercialization. Now, for ARCH, the point of departure opened new
doors for us. We could set our own fundraising goals. We could begin
to expand operations to other campuses and national laboratories.
We could set up our own offices, and working with Bob Nelsen, Keith
Crandell, and Clint Bybee we could professionalize our staff and sup
port operations.
We agreed to continue to work closely with the university. At the
same time, though, we no longer promised U. of C. a first look at in
vestment opportunities. We established ARCH Venture Partners, and I
left the university to become general partner of ARCH.
Beyond the ivory Tower • 215
Shifting Gears
Once the fundraising period was behind us, we took ARCH in new
directions. Over time, we would expand to fivemajor bases of operation:
Chicago, where we started, but also New York City, to capitalize on the
research coming out of Columbia University; California; Washington
State; and Albuquerque, NM, where we could tap into developments
from the Los Alamos National Laboratory and the Sandia National
Laboratories. Our first investment out of Seattle—in a company called
NetBot that provides software agents to help online shoppers—we
sold within a year to Internet search company Excite, returning a
$9.9 million profit on ARCH's $1.3 million investment.
In California, we eventually decided to hire a full-time person
just to keep tabs on the technology coming out of the University of
California system. Kristina Burow is a Ph.D. biologist familiar with
the top researchers on all nine campuses, and she provides a sort of
incubation function for bright ideas. The value of this on-the-scene
presence is hard to overstate. After all, we were in business in Illinois
when Marc Andreesen and others at the University of Illinois developed
Mosaic, the search engine that ultimately became Netscape and helped
launch the Internet age. Andreesen, Eric Bina, and others were working
around the clock and in plain view at the National Center for Super-
computing Applications down there. That discovery, had we happened
upon it, would have been worth billions to us. We just never knocked
on the right door. By putting people such as Kristina Burow in place,
we try to make certain we don't miss that door the next time.
216 • THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
Rolling Up Success
As we have become more sophisticated about our work we have begun
to focus on moving more aggressively into certain markets. It's a pro
cess we call, somewhat disparagingly, "technology roll-ups." The idea
is to find a winning idea, then look everywhere we can find—in the uni
versity and government laboratories, in corporate research departments
to the extent any are still doing basic science—and obtain the rights
to any potential discoveries we can find. That way, if it's a winner,
we own a part of it, no matter which strand of the research ultimately
proves to be most successful.
We did this successfully with a company called Adolor. Bob Nelsen
was skiingin Vail in 1993 when he received a phone call from Graeme
Bell, a U. of C. biologist known for his work identifying genes involved
in Type2 diabetes. For almost40 years since the discovery of morphine,
scientists had searched in vain for as many as three opioid receptors
that might also be useful in fighting pain, perhaps without the addictive
effects of morphine. We saw great potential for this, and investigative
work by one of our scientific staff, with direction from Bell, led us to a
company in Germany and a scientist at Harvard who were also doing
research that was potentially complementary, or possibly competitive
with, Bell's work.
Immediately we rolled up the technology, shelling out $50,000 for
around five different option licenses—a pittance to spend on science
218 • The Masters of private Equity and venture Capital
This is the tape I have created in the quarter century since I left
Baxter to start ARCH and build it into something important. At one
point in my life, I had thought those heady days at the Pentagon might
be the high point of my career. Clearly, those days are an important
part of my tape, but ARCH helped me change gears and movethe tape
onto a different reel—one that drastically altered the ultimate story.
I would like to think it is a tape that others might be able to view, and
use, to build success stories all their own.
•*3> Manage the "three risks." Technology risk, market risk, and
financing risk all can threaten the success of a potentially lucrative
scientific discovery. Manage each with great care, both at start-up
and as a venture matures.
FOSTERING INNOVATION
PEOPLE, PRACTICES,
AND PRODUCTS MAKE
NEW MARKETS
Franklin "Pitch" Johnson, Jr.
Founding Partner
Asset Management Company
The lesson: "Stick with things you believe in even when the going
'& difficult."
_____ :—: : c^po
• 221 •
222 • THE MASTERS OF PRIVATE EQUITYAND VENTURE CAPITAL
The term "Silicon Valley" was not yet invented when Pitch Johnson
moved from the steel mills of Indiana to the entrepreneurial breeding
ground of northern California. In more than four decades since then,
usually investing his own money rather than raising a fund from limited
partners, Johnson has been involved in some ofthe venture industry's big
successes in investing suchas Boole & Babbage and Coherent Radiation
in the 1960s, Tandem Computers and SBE in the 1970s, and Amgen
and IDEC in the early 1980s. Hestuck with such companies as both an
investor and director, sometimes for decades.
Johnson's low-key style matches a patient, persistent approach to
the business. Working from Assest Management Company's offices in
Palo Alto, Johnson explores complex technologies and has adapted to
the days of interactive software games with Her Interactive, a company
with products for adolescent girls. An early skeptic about the excesses of
the late 1990s, Johnson has pursued a stick-to-the-basics approach that
never goes out of style.
A steel mill in the Midwest may sound like thelastplace where a per
son might learn how to managethe processof innovation. I worked
in Inland Steel's mill on the south shoreof Lake Michigan, and it was a
hot, smoky place that was anything but high-tech by modernstandards.
But what I learned there—about both people and process—has stuck
with me over the years.
After mytime in the mill, I went on to start a venture capital business
in 1962 with Bill Draper in the Santa Clara Valley south of San Fran
cisco, long before anyone called it "Silicon Valley." I helped recruit the
chiefexecutive who made the biotech firm Amgen a success and funded
a company, Boole & Babbage, that became the first to offer diagnostic
programs for IBM mainframe computers. I also learned the hard way,
through a company called VisiCorp, how a business can go bad when
it doesn't control its key technology. I have helped start venture firms
in many countries, especially in eastern Europe. I currently serve on the
boards of three U.S. companies, and oneeastern European buyout fund.
One makesand markets the NancyDrewcomputergames, another
is working to cure Type 1 diabetes using stem-cell technology, and the
third is working on very sensitive radios using superconductivity.
FOSTERING INNOVATION * 223
needed to turn powerful ideas into great companies. I have learned the
importance of working with the best people, perhaps the single most
vital ingredient ofsuccess. Along the way, I have learned, too, some of
the pitfalls to avoid. A person picks up a lot of lessons over time, and
the person who pays attention, even in places as seemingly dissimilar
as steel mills and biotech labs, has a good chance of backing the right
people, with the right ideas, in the right markets. When all ofthose come
together, you've got a chance of helping to create a great new company.
Nosingle decision is more important inthis equation than the one we
make about whom, among the people we meet, deserves our financial
backing. Virtually all the people a venture capitalist considers investing
in have some elements of merit. They are creative enough to have a big
idea and ambitious enough to put together some kind of business plan.
The art of our business, this part of it anyway, is to select only the very
best people with the strongest ideas. The people with drive, the ones who
can execute, and the ones who can work with people are the ones who
deserve support. They must see the whole market, a path tosuccess, and
the troubles to avoid. Those are the people who get our backing.
Success at Amgen
For me, the one who best symbolizes the model person in all those re
spects is George Rathmann, whom fellow venture capitalist Bill Bowes
and I recruited to run Amgen in its earliest days, when its promise was
great but its success far from certain. Before we found Rathmann to run
it, Amgen had emerged as our possible answer to Genentech, the first
significant biotechnology company. The venture capitalist Tom Perkins
had backed Genentech since its start in 1977. In fact, Perkins had pro
vided space for Robert Swanson and his co-founder Herbert Boyer to
do some of the preliminary research necessary to get Genentech offthe
ground. In 1980, I got my chance. Bowes had come up with the idea
for Amgen andinvited me to invest ina very early round. The company
badly needed a chief executive, though, and we found that Rathmann
was just the person we needed.
Rathmann was an executive at Abbott Laboratories at the time, but
Abbott appeared to have tired ofbiotech. Inthe late 1970s, after Stanley
Cohen and Herbert Boyer developed the ability to splice genes, Abbott
226 • THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
to work in Amgen's research labs. He was able to attract them and offer
incentives to them in ways that kept them with us even once the com
pany started succeeding and, because of their reputations, other firms
tried to recruit them away.
Character Lessons
In a way, the role I played at Amgen, as at many of the companies
I have invested in, was to coach a CEO who was extremely capable in
his own right but who also benefited from my judgment and experi
ence. Coaching is something that I grew up with, because I am the son
of a coach. My dad, Pitch Johnson, Sr., was a track coach. He ran the
high hurdles in the 1924 Olympics—the "Chariots of Fire" team—
and wound up coaching at Drake University in Des Moines, where he
directed the Drake Relays, one of the great track meets in the United
States. In 1940, he got the job at Stanford as track coach and left in
1945 to enter business. My dad fostered in me a desire to win, fairly,
that Iretain to this day, and he helped me relate to the competitive men
and women who start companies. My own years ofbeing a track ath
lete in high school and at Stanford also taught me a lot about working
toward goals and winning and handling loss.
While my dad taught me a great deal about people and character,
much ofwhat I learned about business as a young man actually came
from my father-in-law, Eugene Holman, who was the chief executive
of Standard Oil of New Jersey, which today is called Exxon Mobil.
I actually met his daughter through track and field. While preparing
to attend business school at Harvard, I complained to a guy I knew on
Stanford's track team that I didn't know any women back East, and he
gave me the name ofCathie Holman, a Vassar student, whom I began
dating and eventually persuaded to marry me.
Mr. Holman had worked his way up from the oil fields. He was a
great prospector for oil. He knew that the best way to build a career was
to pay dues and build from the ground up. He believed strongly that,
as an executive at a big public company, he was the custodian of other
peoples' money. And he felt strongly about the value of hard work.
One time when I was working in the mills, some friends of his visited
Cathie and me and saw me return home from work in grimy clothes,
even though I had showered at the mill. I had a Harvard M.B.A., and
this couple wondered why I didn't have a better job.
Mr. Holman had a simple response: "That is what he wants to do," he
said. And for him, as long as the work was interesting and satisfying, that
was good enough. He understood there were jobs from which a person
comes home with dirt on their clothes, since he had held them himself.
FOSTERING INNOVATION • 229
Government Help
The Small Business Investment Company program is one of those rare
government initiatives that actually works almost better than anyone
thought it would. Under the SBIC program, which started in 1958,
230 • The Masters of Private Equity and Venture Capital
would all do deals together. This, too, was out of necessity. Most of
us did not have enough money to fund many deals on our own, so we
shared the work and shared the future financing commitments, too.
I thought that was an important innovation. The Latin root of innova
tion is novo, which means "to renew." We weren't renewing things.
We were doing one better: We were inventing them and then repeating
the ones that worked.
Before long, the form of doing business evolved from the small pri
vate venture firms using their own capital to the limited partnership
format. Many venture firms had outside investors who were trying to
make a return on their money byproviding capital for start-ups. Even
tually, we began creating preferred stock, so we paid a lot more than
the founders did, but we got our money out first in case of trouble. If
anybody got any money out of a deal at all, the preferred stockholders
came out before the common stock owners did. In a successful deal,
though, the stock all converted at some rate into common stock. That
way, everyone could cash out and get their returns.
On My Own
After about three years in partnership with Bill Draper, I was getting
antsy just advising companies, and Iwanted to operate one. Sutter Hill,
a real estate company, wanted to get into the venture business, so they
bought out our portfolio, and Draper decided to go into business with
them. I had some real capital for the first time in my life. Simply be
cause we had some time and some money to do it, Cathie and I went on
afive-week trip to South America. Before we left I bought some stock in
a public company, Memorex, and by the time we got back I had more
than doubled my money in that investment. It easily could have gone
the opposite way, but it gave me a bit more capital than I had figured
on. I then started to look for a business to buy, but instead of that,
I kept finding deals to do.
I never did wind up managing a single business, but by going out and
setting up my own firm, I was plowing a path that differed from the
ones many of my colleagues from this early period followed. I decided
to invest just my own money, and my family's money, and grow it as
big as I could. While many of my colleagues got into building their
232 • THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
firms, raising fund after fund with dozens of limited partners, I was
growing, albeit more slowly, that one pool ofmoney.
By definition, the approach I took tended to give us different invest
ment time horizons. When you're investing a fund and that fund has a
limited life ofaround 10 years, you have to get the investments mature
and liquid in avery few years and get your investors rewarded. If you're
running a family firm oran "evergreen" firm like Sutter Hill, you have
the luxury ofpatience. That's good, though I have to admit thatthere's
a downside to that, too. If I've made a consistent mistake over the
years, it's the mistake ofstaying in investments longer than I should,
exercising too much patience, I guess.
Boole &C Babbage's founders also had the idea of packaging software
that enabled companies to measure the amount of time their comput
ers were running on a program. The software the company developed
helped its clients save the expense and uncertainty of writing the pro
gramming themselves. Another of their major products helped organize
the way printers, disk drives, and other peripherals are organized to
work with the mainframe.
I was alerted to whata good-sized company this could bewhen at a
Harvard Graduate School of Business alumni event I ran into a former
classmate and good friend named Spike Beitzel, who was by then an
executive vice president of marketing at IBM.
"You're competing with us," Beitzel told me.
I told him thatcouldn't possibly be true. We were too small to make
a dent in IBM.
"You're making it so people don't have to buy new computers until
much later," he said. He had a smile onhis face, but he wasn't kidding.
IBM was tough, and, unrelated to my meeting with Beitzel, their
salesmen began telling the customers that they had plans to bundle
some products like ours with their mainframes so they needn't buy our
stuff. IBM had set up a West Coast vice president for industry relations,
to whom we complained, and they stopped the practice.
Despite the hit Boole & Babbage took once IBM started recognizing
us as a competitor, the company kept growing, and as itgrew I learned
that there were limits on how well some founders can adapt as their
company grows. Kolence was the chief executive, but he didn't have the
executive skills to keep up with the company's growth. As chairman,
I decided, with the board's consent, to bring in an executive vice
president with management experience, aperson named Bruce Coleman.
Iguess it's not surprising that Kolence didn't like that. He fought itand
made the arrangement so difficult thatI had to invite him to my house
and tell him I was going to make a "pitching change." He actually
expressed relief after hearing the news.
Still, it's amazing how much difference new management can make
at a company such as Boole & Babbage. Sales and profits took off im
mediately after the change. But nothing is forever, and we had to make
another change in 1991, after one ofColeman's successors had runinto
trouble. He had built the company's sales force so big that sales costs
234 * THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
alone were higher than the revenues on several products. He had put
the company into unrelated businesses and had a compensation plan
that paid out $1 million in bonuses even though the company was los
ing money on $101 million in sales.
In this troubled environment, we named Paul Newton, already a
board member, as the new CEO, and Newton quickly turned around
those problems. By 1998, after sales had risen to $170 million a year,
he sold the company to BMC Software in an $887 million stock swap.
I was in that company 30 years. I made a strong return. Because of the
time involved, it might not have created the internal rate of return that
would satisfy someone who was investing on behalf of limited part
ners, but it was enough for my family. I wish I could have done more
to make that company a lasting leader in the software business, but by
any measure, the investment was a success.
Cloudy Vision
Not every investment turns out as successfully as Boole & Babbage did.
In fact, ithelps to have afailure or two or else you're just not trying. The
key question is what you learn from the investments that go wrong.
For me, the highest profile bust turned outto be VisiCorp. The com
pany started as a sort of partnership, forged out of Harvard Graduate
School of Business, between Daniel Bricklin, a programming genius,
and Dan Fylstra, who had more executive skills and also knew more
about marketing. The seeds of VisiCorp's demise, though, were laid
at the outset, when Fylstra agreed to sign a marketing contract for the
product but obtained no other rights improving it. The programming
was retained by Bricklin, through hiscompany called Software Arts.
VisiCorp had a great run at first. The company had one of the first
computer spreadsheet products, VisiCalc, which helped make the Apple
II a success, because it ran on that computer. It's fair to argue that
without VisiCalc, Apple wouldn't have had the early success it did. By
the same token, the decision by VisiCorp's founders tofocus on Apple,
when it was byno means clear that Apple would become for a time the
dominant personal computer brand, was a good decision.
The key failure with VisiCorp, though, was the company's inability
to control its future because it did not own the software program that
FOSTERING INNOVATION • 235
was at the heart of its initial success. VisiCorp tried to compensate for
this shortcoming but could never quite get over it. The lesson from all
this is that, in a market where constant innovation is the lifeblood of
success, it's almost impossible for a company to succeed if it cannot
control the key technology that will determine its future.
In VisiCorp's early days, the lack ofcontrol over new software devel
opment was not an issue. Its big program was selling, and no new prod
ucts were needed yet. By the time VisiCorp was two years old, in 1981,
it was selling more than 30,000 copies of its software each month.
Success like that wouldn't go unanswered, though, and a competitor
soon popped up. Mitch Kapor, a former VisiCalc employee, developed
an integrated spreadsheet, word processor, and graphing program that
essentially ate up the VisiCalc market. Kapor's product, Lotus 1-2-3,
became the standard almost overnight, and it also became a chief tool
by which the IBM PC and other compatible computers worked their
way into the workplace, thanks to their ability to accomplish calcula
tion-intensive office work with ease. Lotus 1-2-3 left VisiCalc in the
dust. Almost overnight, VisiCalc's sales dropped from 20,000 a month
in early 1983 to about one-tenththat amount.
Striking Back
We did all we could to save VisiCalc. Fylstra sued Software Arts for its
failure toupdate and improve VisiCalc. The company's developers moved
ahead ona new product that we eventually called VisiOn. And the board,
with my support, brought in a new chief executive, Terry Opendyk, a
former Intel programmer who had a toughness that no one else in man
agement could muster. Intel was famous for its confrontational culture.
Andy Grove, the chief executive there, liked to pit people against each
other. Hethought it brought outthe best inhis executive team, andthat's
the sort ofmindset Opendyk brought toVisiCorp. My view, too, was that
we needed to just begin developing a program thatcould run on theIBM
and its compatibles, and one that had to matchLotus.
We simply couldn't salvage the situation fast enough. The new prod
uct, VisiOn, pretty much failed. And, eventually, VisiCorp lost its place
in the market. The lesson from all this is that I don't want again to be
partofa company that does notcontrol its own product development.
236 * THE MASTERS OF PRIVATE EQUITY ANDVENTURE CAPITAL
That way, when the cycle turned up again, Teradyne would be there
with the best products. It's hard to overstate how gutsy such decisions
can be. As I worked with d'Arbeloff over the years, I developed a deep
appreciation for the way he learned his lesson in the mid-1970s, when
Teradyne lost its leadership position to Fairchild Semiconductor be
cause it failed to anticipate the move to large-scale integrated circuits.
D'Arbeloff wasn't about tolet that happen again. Beginning in1976,
as the industry emerged from a recession, d'Arbeloff more than tripled
research investment, to$17 million. As a new recession set in beginning
in 1980, he bumped investment further, to $20 million a year, even
though earnings fell from $11 million in 1980 to $4 million in 1981.
The company lived for years off ofthe breakthrough research that was
launched during one ofthe darkest periods in Teradyne's history. Itsur
prised nobody thatd'Arbeloff had such a remarkably long-lived tenure.
He retired as Teradyne's chairman in 2000—after 40 years of service
to the company.
Staying Power
That sort ofstaying power is rare. It's a real anomaly. And, in a sense,
the way I have approached the business is out ofpattern, too. The ven
ture capital business has changed over the years, but I haven't really
changed with it.
After the dot-com crash of2000, when the venture market came back,
it came back ina different form than previously. It became a big money
management business. All of a sudden, there were several multibillion-
dollar funds. This has changed the mindset of entrepreneurs, too.
They don't wantto start a company unless they canget$10 million to
$20 million in backing. The venture capitalists, because they're running
so much money, have got to make big deals, too. For them, a bunch
ofsmaller deals just cannot add up compared to the huge fund they've
got. I'm not sure that's healthy.
Myfirm, Asset Management Company, manages just$60 million in
its latest fund. With all our equity holdings, including companies such
as Amgen that I have held for decades, we have about three to four
times that under management. It might sound like a lotto most people,
but it's not. In this business, in Silicon Valley, we are small, and our
FOSTERING INNOVATION * 239
family capital is small, but I don't feel small because by any rational
measure we are not. More importantly, though, it's because the nature
of the business is so rewarding.
What I like about the business now is that it has gone back to the
basics. If anything good has come out of the turbulent economic times
that started around 2007, that return to the fundamentals is it. Instead
of focusing on building larger and larger funds, venture investors are
back to starting companies, finding people with breakthrough ideas,
and helping them succeed.
Before the dot-com crash in 2000, something had just gone wrong.
People got short-term greedy. They came into the business for the
quick-hitting part of it. They had no intention of really innovating, of
taking a big idea and building a company out of it. The entrepreneurs
set out to make fast money, they got backers, and they succeeded. Ev
erybody had a share in it: the entrepreneurs, the investment bankers,
the venture capitalists. There were plenty of Porsches rolling around
here that were the result of those deals, and guys built big houses and
got out of the business.
I'm not talking about the Yahoo founders, or Google, or all these
people who built real companies and made great money doing so.
I believe in that. But I think that we paid a price when that bubble
collapsed in 2000. It set the business back, and it had a lot to do with
the quick-hit people. We are in tough times again, and it is difficult to
getliquid even when we build successful companies. We and others are
doing deals in this slow time because by the time these new companies
grow, we think the market for their stock will come back.
The market moves fast, and you've gotto be prepared to move with
it.Ifyou don't, you might miss the next big wave. I totally missed the so
cial networking thing. Maybe age was a factor. I don't text people; I still
send e-mails. I've got some younger people who work with me, and they
missed it, too. Maybe we just weren't paying enough attention.
Innovation does not always have to be a world-changing new de
velopment the way Google was, or the way social networks such as
Facebook or Twitter are becoming. Sometimes, it's as simple as just
making changes to a product or listening to market signals, lining up
your company with what the market demands. Sometimes it means
backing a person who is just a really committed, creative chief execu
tive. The reward from venture investing comes inwatching thatperson,
and the business, grow.
One of my favorite recent cases is a company we are invested in
nowcalled HerInteractive. I gotinvolved in thecompany justas it was
starting out, in Albuquerque in the 1980s, and it was called American
Laser Games. They were making training films for cops. These films
presented police with situations where they had to decide to shoot or
not shoot. A cop is in a garage where he sees a guy trying to break
into a trunk. The cop challenges the stranger. The guyreaches into the
trunk, and the cop has to decide whether or notto shoot. Inone ending,
the guy is justchanging a tire. In the other, he's got a gun.
What nobody expected was that a guy in the Middle East ordered
one of these, just to play with at home. Based on that, the then-presi
dent ofthe company, Bob Grebe, thought we could make a product for
the arcade-game market. Grebe got it right. This was at the height of
the arcade boom, and we had manytens of millions in sales. Then the
arcade business died. PC games came along and killed it—and almost
killed the company, too. We had to file Chapter 11.
Somewhere along the line, Grebe had licensed the Nancy Drew
name from Simon &c Schuster, publisher of the books. While we were
in Chapter 11,1raninto some people at Microsoft who hadgreat pro
gramming skills that Microsoft had little interest in developing. We
decided to move Her Interactive to Seattle, but we needed leadership.
Wemet a turn-around guynamedJan Claesson, formerly of Microsoft.
Just to check Jan out, I called Steve Ballmer, Microsoft's president,
whom I knew from when he was a business-school student at Stanford.
FOSTERING INNOVATION • 241
Steve said that Claesson was a very strong leader, although "too
tough for us." He said Claesson was just the guy for the job I had
described, "as long as you don't mind how many Marines are left
lying on the hill."
That was the most unusual positive recommendation I ever heard.
It was particularly surprising coming from Ballmer, who's not exactly
a soft touch. Claesson earned the recommendation, though. He turned
the company around and used our Nancy Drew license to get us going
into that market, mostly for girls. He also did it without leaving too
many casualties from the company behind.
<|> Match the people to the challenge. The brightest ideas are nothing
without the right people working in the right waysto bring them
to market.
Control your key technology. A company that does not control its
core technology cannot control its future.
<$> Size is not everything. It does not require a billion-dollar fund for
a person to make a big difference in promoting innovation. In fact,
smaller can be better.
243
244 • THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
Ina career that made her one of the first female partners ofa major venture
firm, Pat Cloherty saved her most audacious first for last: moving toRussia,
where she currently still resides, to run Delta Private Equity Partners9
$449 million portfolio of investments. In Moscow, she has deciphered
opaque balance sheets, jousted with unscrupulous orimperious negotiating
partners, and onceeven hired bodyguards after a dealbroke down.
The move to Moscow, initially necessary to turn around Delta's
troubled first investment fund, now isturning in exemplary results. Delta's
portfolio companies have introduced mortgages and credit cards to Russian
consumers, brought better programming toRussian television, and helped
modernize Russian retailing. Lessons from Cloherty's experience can equip
investors and managers doing business inRussia orany developing market
where the rules are notallwritten and the risks notquite known.
I did not take this loss as an omen. Instead, I figured, with a start
like that, there was no way to go but up. Certainly, the economy and
business practices would both take shape.
I have done interestingwork in my career. Together with Alan Patri
cof at Apax Partners, we initiatedthe East Coast branch of the venture
capital industry. Though we eventually would build Apax to $10 bil
lion in assets under management by the time of my retirement in 2000,
at the outset in the early 1970s we were helping to invent the new in
vestment discipline now known as venture capital.Nearly three decades
of such work gave me the tools I would need to succeed in Russia or
anywhere, but so wouldsome of the odderexperiences in my life. There
was the time I got death threats while working at the Small Business
Administration, of all places, because I was investigating alleged im
proprieties in an agency program. I have backed dozens of companies,
ranging from dollar stores in the West to the Scottish company that
cloned Dolly the sheep—proof, I like to think, that I am open to chal
lenge and opportunity, no matter where it comes from.
All of the experiences of a 30-plus-year careerin venturecapital gave
me the technical know-how, appetite for risk, and long-term perspec
tive I would need to navigate as a venture capital investor in Russia.
Yet, in some ways, none of my prior work fully prepared me, either. To
succeed in one of the most unpredictable, laws-in-process, and capital-
hungry countries on Earth, I wouldneed to adapt and improvise or risk
causing Delta Private Equity Partners' two funds to losea lot more than
a suitcase full of cash.
What I have learned so far—and particularly since I moved to
Russia in 2003 to work full time in making Delta Private Equity
Partners a success—offers lessons about the risks and potentials for
investing in foreign markets. Attack the challenges aggressively, but
with due care and thought, and the returns can consistently outper
form those from less risky, more mature markets. But, misplay the
risks of politics, economics, culture, and business, and you can run
into serious trouble.
After all, the Russian private economy is young—less than 20 years
old. It still is influencedby a smallgroup of powerful oligarchs. Although
mobsters and corruption still exist, they are lesscommon problems than
they were in the 1990s. There are signs,in fact, of a developingmaturity.
246 • THE MASTERS OF PRIVATE EQUITY AND VENTURE CAPITAL
"Well," I said, "I don't think he's in the back room with his Hewlett-
Packard calculator crunching the numbers, if that's what you mean."
It was clear to me that this pool of Russian investors wanted the
television station, and price was not the issue. This is another revela
tion about how business works in Russia, not to mention an important
consideration for venture capital investors doing business there. For
purposes of exiting the investment,the public markets have been almost
irrelevant in Russia, eventhrough today. In recent years, multinational
companies looking for strategic investments have competed with oli
garchs, the wealthiest families in Russia, to purchase well-conceived
and well-managed companies. Even when a company does register for
an IPO, it often sells to a private investor first.
This liquidity phenomenon has been unique to the Russian market.
Liquidity is the key consideration for venture capital investors any
where—the ability to exit from an investment. Before we put money
into a company, we plan how we may sell it. In the United States, the
public markets are generally part of that planning. In Russia, there is
plenty of capital, but the public markets are virtually irrelevant, with a
dozenmajor players accounting for the bulk of trading. Thus, we placea
premium on working with the local pools of capital and with the multi
nationals and evenpayingcloseattention to our own management teams,
who sometimes have shown an ability to arrange their own exit events.
We sold INTH to ProfMedia, a local media group, for $400 million,
or 14.3 times our cost. I believe a lot of that success was due to the
transparency in the numbers of the company. Many Russian compa
nies are opaque. Either they don't publish meaningful numbers or the
numbers they do publish are not reliable. We have worked hard to de
velop a reputation for transparency, and I believe we get a premium, a
transparency premium, of at least 10% on our deals, sometimes more.
On the INTH deal, it was bigger than that.
hire and keep key people, and the like. Along with Ernst &C Young in
Russia, we started an Entrepreneur of the Year Award program, which
has become a major event in the Russian business community and a
way to create positive role models in a place where so many less than
positive ones exist. The program also serves as a key networking and
talent-scouting tool for our fund.
While all these positive effects emerged from the 1998 crisis, one par
ticular result impacted our fund concretely: J.P. Morgan, theU.S.-based
banking giant, fled Russia after the 1998 crisis, along with many oth
ers. It surrendered a clean bank license to the Central Bank of Russia.
We took over that license, and soon were in business with DeltaBank,
our consumer credit bank, and DeltaCredit Bank, our mortgage bank.
lines onthe floor led customers to DeltaBank clerks who explained the
concept to them. Visa provided instant credit—$20 credit lines for first-
time borrowers, a decent chunk of money in Russia at the time. The
Russian consumer and the credit card began to take off, but on a very
conservative basis, as appropriate.
Lessons to Invest By
After the SBA, my then-husband and I partnered to form a company
with a scientist from AT&T's Bell Laboratories and his wife. We
secured a license from Bell to the technology to make high-precision
optical fiber connectors. The scientist, Jack Cook, was a waveguide
guru. He initially wanted to invent a passive optical switch, but that
research alone might have cost $100 million and the technology was
not proven. Instead, we chose to make the connectors, which had
immediate commercial potential.
An experience from this company has stuck with me. Jack had a re
search colleague from Bell Labs who joined us, but after a few months
he was questioning his decision.
RISK, THEN REWARD • 259
The notion that the understanding of business was so low in the early
and mid-1990s that young Russians were using Gordon Gekko as a
role model is one of the revelations that led us to start the Entrepreneur
of the Year program with Ernst &C Young.
us winnow down our list of issues one by one and ultimately reach a
comprehensive agreement.
In 2007, the company achieved $95 million in sales and generated
$25 million in cash flow. We ultimately put $12 million into the com
pany, and if the business keeps growing as it should we will do well on
resale, although the financial crisis that began in late 2008, including
especially the ruble devaluation, has provided some challenges for the
company to get through.
Onward!
The learning curve has not flattened in Russia. We continue to adjust
our approach as we move along and as our fund and the financial mar
kets evolve. We have worked to develop a systematic way to share best
practices among our various companies. We emphasize financial results
and challenge the managements ofour portfolio companies to become
more transparent inthe way they report results. We standardize report
ing periods, require analytical information benchmarked tocomparable
companies, and occasionally conduct depth probes on specific issues.
All of this emphasizes how important itis to measure results, while giv
ing us as investors a very clear view into the condition of the business.
I have learned to value highly the Russian people I have done busi
ness with. These are the roofs whohelp protect usfrom mistakes or can
connect us with key contacts. We also could not succeed without the
entrepreneurs who inspire us with their success and character. Some of
our work, I hope, has helped the aspiring young business people think
less about the movie Wall Street and more about the way business is
really done—through shrewd investment, tireless work, creative think
ing, and honorable conduct. The challenges still exist in Russia, but so
do the people and practices that give hope for thefuture.
Venture capital is challenging under any circumstances. Operating in
a formerly centrally planned economy—the antithesis ofcapitalism—is
a learning experience all around. The Russian people have embraced
it. The capitalist genie is out of the bottle, and it promises to raise the
standard ofliving for average Russian citizens. I am pleased to have been
part of introducing the financial tools that, along with many positive
changes on the Russian business scene, can help make that all possible.
RISK, THEN REWARD • 267
In any skilled profession, there are masters, and there are all the rest.
From apprentices to journeymen, to veteran practitioners, all are in
some ways not quite at the same levels of the true masters, and one as
pect that sets the masters apart is the effective use of specialized tools.
The masters of private equity and venture capital have evolved
their own mission-critical set of tools. Spreadsheets and charts help
them measure the risk and performance of their portfolios. Dashboard
software on computers automatically command attention and create
templatesfor a firm's internal communication. Some private-investment
pioneers use specific criteria to select directors and chief executives,
while othersoperate according to rules of practice expressed in colorful
and memorable language.
Just as the management lessons in the preceding chapters lay out
the techniques, strategic thinking, and tactics of these leading private-
equity professionals, the tools are implements of the trade. Most have
not previously been shared outside the firms represented here. All can
contribute to a track record of success.
APPENDIX 1
The "old guard" who started in the 1960s had no specific templates or
tools. They used their instincts to gauge what seemed important and
learned by pain and reward. Along with other venture capitalists, Pitch
Johnson of Asset Management Company, quickly decided that he could
succeed only by closely following and helping his portfolio companies.
Then, as now, Johnson and his contemporaries had to make decisions
with inadequate information but enough to move ahead.
• 271 •
272 o APPENDIX 1
GUIDELINES FOR
TRANSFORMING RESEARCH
INTO COMMERCE
Steven Lazarus
ARCH Venture Partners
• 273 •
274 • APPENDIX 2
Sidestep University Politics. Some are feudal in nature and have mul
tiple points of approval in the technical transfer process. This raises
transaction costs and delays progress. Deal flow in this space is too
rich, and the speed too fast, to waste time in refractory organizations.
Eliminate Risk and Manage Cost. Determine where the deepest risk
resides and devise programs to minimize it at earliest possible points.
Replicate key findings, at multiple locations, to help mitigate science
risks. Keep cost control by investing in carefully designed tranches
aimed at specific endpoints. Begin with an investment syndicate capable
of supporting three investment rounds without new investors
Clayton, Dubilier & Rice values proven leaders with successful track
records who have demonstrated execution skills across a broad range of
activities. The successful CEO of a portfolio company will be able to:
• 277 •
278 * APPENDIX 3
The CEO is the nucleus of any company and bears primary respon
sibility for creating a clearstrategic vision for the enterprise, translating
the vision into an action-oriented business plan, and executing against
the business plan.
APPENDIX 4
PORTFOLIO COMPANY
VALUATION TEMPLATE
Patricia M. Cloherty
Delta Private Equity Partners, LLC
© 279 •
280 • APPENDIX 4
EBITDA
Last Current
Purchase Type of No. of Common Quarter's Quarter's
Dates Security Shares Equivalent Cost ($) Valuation Valuation
Current Common
holdings: stock
loan
"WATERFALL ANALYSIS":
THE STRESS TEST FOR
POTENTIAL PORTFOLIO
COMPANY
« 283 o
ro
2
Project Light
Waterfall Analysis
MDP Case Based on '06 Mgmt Est.
All Cases Assume $1,494 PP
and 6.4x Total Leverage
r Downside Cases
Slowdown in
Wholesale Reduction of SSS
Growth: Reduce Reduction of Growth and Reduction in
Home Specialty 1% Reduction in First Year Sales Labor Growth in Reduction in New Illuminations
to 5% and No Wholesale of New Retail 2007 - 2011 to Retail Store New Store
New Accounts Margins Stores to $500K 0% Openings to 10/yr Openings to 5/yr
A + B + C
MDP Case B
+D+E+F
Sponsor IRR ©
7.00x EBITDA Exit Multiple 17.5% 15.2% 16.4% 16.8% 16.6% 16.5% 16.9% 10.7%
7.50x EBITDA Exit Multiple 20.5% 18.3% 19.4% 19.8% 19.6% 19.4% 19.9% 13.9%
8.00x EBITDA Exit Multiple 23.1% 21.0% 22.1% 22.5% 22.3% 22.1% 22.5% 16.8%
8.50x EBITDA Exit Multiple 25.6% 23.6% 24.6% 24.9% 24.8% 24.6% 25.0% 19.5%
9.00x EBITDA Exit Multiple 27.9% 25.9% 27.0% 27.2% 27.1% 26.9% 27.3% 21.9%
Capital Gain
7.00x EBITDA Exit Multiple $447.0 $371.7 $410.5 $422.2 $416.2 $411.0 $426.1 $ 237.9
7.50x EBITDA Exit Multiple 553.0 473.5 514.7 526.7 520.4 514.0 530.3 330.7
8.00x EBITDA Exit Multiple 659.0 575.2 618.9 631.3 624.7 617.0 634.5 423.6
8.50x EBITDA Exit Multiple 765.0 677.0 723.1 735.8 728.9 720.0 738.8 516.5
9.00x EBITDA Exit Multiple 871.0 778.8 827.4 840.4 833.1 823.0 843.0 609.3
Revenue
2006 $684.7 $684.7 $684.7 $684.7 $684.7 $684.7 $684.7 $684.7
2007 743.5 736.3 743.5 743.2 740.7 740.8 741.4 728.7
2008 791.0 777.3 791.0 789.3 785.5 782.5 784.7 756.2
2009 835.3 817.2 835.3 832.1 827.0 820.9 824.9 782.4
2010 881.4 858.5 881.4 876.7 870.2 860.9 866.7 809.8
2011 931.3 902.1 931.3 925.4 917.3 904.7 912.4 839.6
5YearCAGR 6.3% 5.7% 6.3% 6.2% 6.0% 5.7% 5.9% 4.2%
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Waterfall Analysis
MDP Case Based on '06 Mgmt Est.
All Cases Assume $1,494 PP
and 6.4x Total Leverage
Upside Cases
Increase in
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MDP Case H + l+ J + K
Sponsor IRR @
7.00x EBITDA Exit Multiple 17.5% 20.0% 21.4% 18.6% 18.1% 17.9% 23.4%
7.50x EBITDA Exit Multiple 20.5% 23.4% 24.2% 21.5% 21.1% 20.9% 26.2%
8.00x EBITDA Exit Multiple 23.1% 26.4% 26.8% 24.1% 23.7% 23.6% 28.8%
8.50x EBITDA Exit Multiple 25.6% 29.1% 29.1% 26.6% 26.2% 26.2% 31.2%
9.00x EBITDA Exit Multiple 27.9% 31.5% 31.3% 28.9% 28.5% 28.5% 33.4%
Capital Gain
7.00x EBITDA Exit Multiple $447.0 $ 380.1 $ 590.9 $483.0 $ 468.0 $440.6 $641.4
7.50x EBITDA Exit Multiple 553.0 486.1 705.1 592.0 575.7 546.5 760.2
8.00x EBITDA Exit Multiple 659.0 592.0 819.2 701.0 683.5 652.5 879.1
8.50x EBITDA Exit Multiple 765.0 698.0 933.3 810.0 791.2 758.4 997.9
9.00x EBITDA Exit Multiple 871.0 804.0 1,047.4 919.0 899.0 864.4 1,116.7
Revenue
2006 $684.7 $684.7 $684.7 $ 684.7 $ 684.7 $ 684.7 $ 684.7
2007 743.5 743.5 749.0 746.1 745.5 743.5 753.7
2008 791.0 791.0 802.2 799.4 797.2 791.0 816.9
2009 835.3 835.3 852.5 849.8 845.7 835.3 877.3
2010 881.4 881.4 904.7 901.9 896.0 881.4 939.9
2011 931.3 931.3 961.0 958.0 950.2 931.3 1,006.6
5YearCAGR 6.3% 6.3% 7.0% 6.9% 6.8% 6.3% 8.0%
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287
APPENDIX 6
MANAGING DIRECTOR
SELECTION CRITERIA
John A. Canning, Jr.
Madison Dearborn Partners
• 289 *
290 o APPENDIX 6
(Continued)
292 * Appendix 6
. 293 •
294 • APPENDIX 7
Jeffrey Walker
JPMorgan Partners
Millennium
IPromise
D firtrtflx: Poverty finis Hue
Millennium Villages Select Q1 Tracking Indicators bySite
Performance Indicators: Ethiopia Ghana Kenya Kenya Malawi Malawi
Koraro
Gumulira Mwandama
1. Outpatient visits 4,545 6,640 32,926 1,491 2,059 28,334
2. Individuals placed on ARV 37 3 129 0 0 20
treatment
5. Pregnantwomen receiving
antenatal care 431 361 1,838 101 36 623
151 1,700 25
416
NA 92% 87%
Not Available 86% 93%
93% 91%
Not Available 100% 48%
2,000 133
2,960
Not Available
APPENDIX 8
Buy and Build. Partner with great management teams to grow com
panies in consolidating industries. Grow cash flow over time via a
three-pronged strategy of (A) operational improvements, often identi
fied during due diligence and completed quickly post-close; (B) add-on
acquisitions; and (C) organic growth.
* 297 *
298 o APPENDIX 8
Can We Get Itfor Less? As a value investor, figuring out how to cre
atively pay a lower price is part of adding value. You get what you
negotiate.
When You Can, Stretch It Out. Looking at companies over time and
as long as possible through a cycle can be helpful. Ifa slower pace does
not put the deal at risk, do not go too fast. Press hard on key items.
Doesn't Matter How, Just Get It Done. Process and organization are
not goals unto themselves, just means to the end of making a good
investment. As staffs get larger, the risk rises that people will focus on
process and lose site ofthe real goal. Within the vital limits oflaw and
ethics, it's getting the deal done that counts.
• 301 «
302 * INDEX
For the past twenty years, Robert Finkel has been investing as part
of the Chicago private-equity community. As founder and presi
dent of Prism Capital, Mr. Finkel has overseen fund deployment into
a total of 40 portfolio companiesthrough both the PrismOpportunity
Fund and the Prism Mezzanine Fund.
Mr. Finkel is a co-founder and former chairman of the Illinois Ven
ture Capital Association which represents Illinois' $100 billionof ven
ture capital and private equity funds, and he received its prestigious
Fellows Award. He also received on Prism's behalf the Private Equity
Fund Manager of the Year Award for both 2007 and 2008 from
Opal Financial. Mr. Finkel was selected to serve on the Illinois State
Treasurer's Fund of Fund Review Board and serves on the board of
Chicago Junior Achievement and the Governing Board of the Bulletin
of the Atomic Scientists.
Prism is an active supporter of small businesses across the coun
try; Mr. Finkel was selected to testify before the House Small Business
Committee in support of the SBIC program's reauthorization.
Previously, Mr. Finkel was an investment manager at Wind Point
Partners where he invested in both growth and later stage companies.
Before entering the world of private equity, he was an investment
banker specializing in mergers and acquisitions with PaineWebber. He
received an M.B.A. from Harvard Graduate School of Business and a
B.A. from Johns Hopkins University. Quoted in BusinessWeek and fea
tured on MSNBC's Last Call talking about private equity, Mr. Finkel
frequently appears as a speaker at trade conferences and seminars.
David Greising is business columnist andchief business correspon
dent for the Chicago Tribune. In September 2008, he resumed
writing a column that first ran in the Tribune from 1998 to 2003. As
chief business correspondent, Greising isthe newspaper's lead writer on
globalization and the intersection of politics, business, and economics.
Greising's opinion column features analysis of business and eco
nomic news and their impact on readers. Re-launched as the 2008
financial crisis was first exploding, his columnhas offeredincisive and
timely analysis of events. As chief business correspondent, Greising
has traveled around the world, from the rainforests of South America
to the industrial boom towns of China, to report about globalization
and its impact on Chicago.
Greising previously worked for BusinessWeek, both as its Atlanta
bureau chief and in the Chicago bureau. He was a business reporter
and columnist for the Chicago Sun-Times. He is the author of two
business books: Vd Like the World to Buy a Coke: The Life and
Leadership of Robert Goizueta and Brokers, Bagmen and Moles:
Fraud and Corruption in the Chicago Futures Market, co-authored
by Laurie Morse.
Born in Chicago, Greising is a graduate of DePauw University. He
and his wife, Cynthia Hedges Greising, are co-authors of the children's
book Toys Everywhere!
(continuedfromfrontflap)
USD $34.95
ISBN 978-0-07-162460-2
MHID 0-07-162460-0
53495>