LOS APRIL ANGELES BUSINESS JOURNAL …kaynecapital.com/wp-content/uploads/DealMakers.pdf“I took...

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LOS ANGELES BUSINESS JOURNAL APRIL 4, 2016 SPECIAL REPORT DEAL MAKERS on C APITALIZIN G C ONNECTION S By MARNI USHEROFF Staff Reporter HEN it comes to making deals, connections are king. These days, connectivity doesn’t just mean networking. Private equity, investment banking, and venture capital firms are now using big data to find the next big thing — which could very well be a new technology platform that makes connecting to others even easier. In our inaugural Dealmakers issue, we explore what connectivity means to the masterminds behind L.A.’s biggest transactions and how they stay plugged in to the scene. W IN THIS SECTION: Profiles PAGE 18 Venture Capital Firms List PAGE 23 Investment Banks List PAGE 25 Private Equity Firms List PAGE 28

Transcript of LOS APRIL ANGELES BUSINESS JOURNAL …kaynecapital.com/wp-content/uploads/DealMakers.pdf“I took...

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LOS ANGELES BUSINESS JOURNAL • APRIL 4, 2016

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onCAPITALIZING

CONNECTIONSBy MARNI USHEROFF Staff Reporter

HEN it comes to making deals, connections are king. These days, connectivity doesn’t just mean networking. Private equity, investment banking, and venture capital firms are now using big data to find the next big thing — which could very well be a

new technology platform that makes connecting to others even easier. In our inaugural Dealmakers issue, we explore what connectivity means to the masterminds behind L.A.’s biggest transactions and how they stay plugged in to the scene.

WIN THIS SECTION:

ProfilesPAGE 18

Venture Capital Firms ListPAGE 23

Investment Banks ListPAGE 25

Private Equity Firms ListPAGE 28

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DEALMAKERS

GREG Bettinelli bet his future on the continuing growth of the L.A. tech scene nearly three years ago. That’s when he decid-

ed to stop working for tech firms and start investing in them full time.

“I took this job because I was bullish on what was happening in L.A. and thought it was a great opportunity to be an investor and active member developing the tech community,” said Bettinelli, 43, a partner in Santa Monica venture capital firm Upfront Ventures, No. 1 on the Business Journal’s list of venture capital firms ranked by capi-tal under management. (See page 29.)

He credits local businesses such as Tinder, Space Exploration Technologies Corp. (SpaceX), Honest Co., Hulu, and, especially, Snapchat with enticing talent from Seattle, New York, and the Bay Area while pushing the envelope with commerce, content, and communication technology. As the local landscape has evolved, the same forces shaping those tech firms are changing how their investors and other deal makers do their jobs.

Whether they are pouring cash into door-bells that talk to your smartphone, scouring records for the next investment opportunity, or vetting a platform for mobile gamers to talk to each other, everyone is doing business in a more connected world.

One recent example is the Santa Monica smart doorbell maker Bot Home Automa-tion Inc., better known as Ring. Upfront participated in the startup’s recent $61 million Series C round, led by San Fran-cisco-based Kleiner Perkins Caufield & Byers, as well as its $28 million Series B funding round last year and a 2014 Series A. Upfront also led a $4 million seed round for downtown L.A. family ridesharing app

HopSkipDrive in 2015 and participated in a recent Series A.

Bettinelli said half of Upfront’s invest-ments are in Southern California companies.

“Interesting companies are being built with billions of dollars being deployed in Southern California each year,” he said. “Five years or six years ago, to think about L.A. having this much impact on tech innovation, a lot of people wouldn’t have believed you.”

Mountains of dataThat also means that all deal makers

have mountains of data at their fingertips and must be more resourceful to set them-selves apart from competitors.

“You need to capture the acquirer’s inter-est with fewer words and creative, impactful messages and data,” noted Ed Bagdasar-ian, chief executive of Brentwood-based Intrepid Investment Bankers, which ranked No. 7 on the Business Journal’s list of investment banks. “You cannot out-Goo-gle your competitor.”

Some investment bankers have seen the pace of deal-making accelerate as entre-preneurs opt to sell rather than go public. In other instances, strategic buyers have aggressively pursued growth through acqui-sitions in a slow economy.

While some private equity players have seen high valuations and intense competi-tion for assets, many venture capitalists are weathering withering valuations. Even so, three more VC firms crossed the $100 mil-lion mark in terms of assets this year, putting the number in Los Angeles County manag-ing that heft at 19. In addition, some in that industry are seeing a low-valuation environ-ment as a perfect time to go shopping.

Jim Andelman, managing director of Santa Monica-based Rincon Venture Part-

ners, said 2016 is expected to be one of his firm’s most active years.

“The smartest time to be writing checks is when nobody else is,” Andelman noted. “We’re open for business and excited by the opportunities we’re seeing.”

Path to investingIf you need further proof of Bettinelli’s

optimism about doing deals in Los Angeles, look no further than the Upfront partner’s license plate: “LONG LA.”

“I do a lot of consumer, and I have a strong focus on retail innovation, next-gener-ation commerce-type companies,” he said.

A good example of an invest-ment in Bettinelli’s wheel-house – albeit not in an L.A. firm – is Upfront’s funding last year of San Francisco fashion resale marketplace thredUP. Upfront, which previously invested in the startup, joined an $81 million round in September led by Goldman Sachs. Bettinelli called it one of his most significant deals of the year

How Bettinelli estab-lished his investing niche is best understood by scan-ning his resume.

Prior to joining Upfront in 2013, he served as chief marketing officer of down-town L.A. online flash-sale site HauteLook Inc., which was bought by Nordstrom in 2011. Before that, he worked as a business development executive at Live Nation Worldwide Inc. of Beverly Hills, StubHub and San Jose’s eBay Inc.

In an industry that runs on relationships and reputation, Bettinelli said the connec-tions he formed at those companies have helped him find investments as a venture capitalist. The entrepreneurs in Upfront’s portfolio also introduce him to people in their own circles who think they have the

next great unicorn on their hands. But even with his great con-

nections, Bettinelli said accessing deal flow takes

a lot of work.“This isn’t a busi-

ness where you sit on your hands and hope people knock on your door,” he said.

And with tech firms routinely making

national headlines these days, everyone thinks

they’re an expert, Bettinelli explained.

“When you’re at dinner, people want to talk about Uber and their experiences with innovation,” he said.

“They’re probably not talking about a drill bit manufacturer based in Des Moines, (Iowa).”

But that’s OK with him. He still gets excited by the thrill of the chase.

“Being a partner in a venture capital firm is like being a head coach in the NFL,” he said. “Jobs don’t open up often and everyone thinks they can do a better job than you.”

Linked In: Greg Bettinelli

at Upfront Ventures in

Santa Monica.

Greg Bettinelli, 43

Title: PartnerFirm: Upfront VenturesRank: Venture capital, No. 1Years at firm: 2.5Residence: Brentwood

Driven: License plate trumpeting Bettinelli’s

local optimism.

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What was one of your most significant investments of the year and why?Answer: Among the 11 new and follow-on invest-ments we made this year there are two that really stand out. One is Hawthorne-based Space Exploration Tech-nologies Corp. (SpaceX). Its pioneering technology – including the satellite launch in March – continues to demonstrate their innovation in spacecraft design and manufacturing.

Another is Viv Labs and its global artificial intelli-gence platform, designed to become more intelligent over time.

How do you stay ahead of the game and find investments before others?We were the only L.A.-based investor for Honest Co., because we worked closely with founder Brian Lee on a number of fronts, gaining his confidence and respect and positioning us well for an invite to participate in the deal. And since we’ve built that relationship, we’ve also been fortunate to work with Brian on some of his latest endeavors, including shopping app Hollar and Bam Ventures, an investment platform fueled by Southern California entrepreneurs. Our permanent, proprietary capital base allows us to grow with entre-preneurs, so we can work with them through multiple rounds of investments as the business grows.

How do you choose your partners in the deals you pursue?Because our sweet spot is early expansion deals, we work with many firms in any given year. This supports our approach to fuel a company’s growth throughout its lifecycle, from seed to late-stage growth. In 2015, we worked with more than 40 different firms, includ-ing March Capital, New Enterprise Associates and Bessemer Venture Partners.

What trends are you seeing in the sectors in which you specialize?Our investment focus includes consumer, enterprise, digital health, and emerging technology. In all of these areas, we’re seeing enterprise and cloud infrastructure adoption in full swing. We’re also seeing large compa-nies increasingly looking to startups to outsource some technology-enabled business processes.

How have declining valuations impacted your existing portfolio companies and the way you’re looking at potential investments?With our permanent proprietary capital, we’re able to focus on building valuable companies regardless of cycles in the capital markets. Maintaining a constant investing cadence also helps us weather these cycles, allowing us to focus on balancing growth and cash burn.

What was one of your most significant investments of the year and why? We made a big investment, for us, in Santa Monica-based Conversion Logic. It’s right in our sweet spot at the intersection of software and digital marketing with experienced founders who we’ve known and worked with for years.

What was one of your most unusual investments of the year and why?We co-led with Lowercase Capital a seed (round) in Mobcrush, which provides a live-streaming and com-munication platform for mobile games and mobile gamers. We don’t usually invest in consumer-facing businesses but were compelled here to make an exception.

When you partner with firms do you always work with the same ones or is it on a deal-by-deal basis? Our most frequent co-investors are some of the other most active firms in L.A.: Upfront Ventures, Greycroft, Double M Partners, Lowercase Capital, Crosscut Ventures, and TenOneTen Ventures. We’ve also recently partnered with numerous others. Often the team has been interacting with other firms that they like and want to include in a syndicate.

What trends are you seeing in the sectors in which you specialize? We invest almost exclusively in business-to-business

Internet, software-based businesses. Mobile really has changed everything. We’ve all been using software as a service (Gmail, iCal, Evernote) on the powerful comput-ers in our pockets for years now. That’s making it easier to get technology adoption in sectors that have historical-ly been very slow adopters such as real estate, education, and health care.

How have declining valuations impacted your existing portfolio companies and the way you’re looking at potential investments? For our portfolio companies that need to raise new rounds this year, we’ll likely incur more dilution for a given round size. For other companies, we are encouraging them to operate in a leaner mode to extend their runway or get to profitability with current resources.

What was one of your most unusual investments of the year and why? Idealab’s Bill Gross thought of a quite incredible idea around the next generation of mobile search, Quick.ly, which is very ambitious and a big swing. We led the $6 million Series A. It is great to work with him again.

How do you stay ahead of the game and find investments before others? I work very hard. I try to understand the entrepreneurs and I have been told that is an important part of why entrepre-neurs want to work with me. And I think you are a better investor if you realize it is very difficult to see the future of an early stage company. Luck also plays a factor.

What trends are you seeing in the sectors in which you specialize? I love marketplaces, especially around the big busi-ness-to-business areas of the economy that have not really tackled their obvious inefficiencies. The trend and dis-ruption here is enterprise software-as-a-service evolving into marketplace software-as-a-service, which some have termed “industry cloud.”

How have declining valuations impacted your existing portfolio companies and the way you’re looking at potential investments? We push our portfolio companies to capitalize for the long term and to sharpen their pencils on milestones. For the larger companies, we push them to look at M&A.

What advice would you give to a venture capitalist just starting out today? Three things: become an expert in a few industries by spending time out with companies and away from the VC crowd; learn to understand your instincts and develop them so you can trust them; and start finding other VCs that you enjoy working with and create a plan to make them your partners someday.

What was one of your most significant investments of the year and why?We don’t usually lead funding rounds, but because we were pretty impressed with 17Hats’ rapid growth, we decided to do most of their $1.25 mil-lion seed round in January 2015. Since then, we’ve also led their subsequent round, funding their entire $4 million Series A round in September.

What was one of your most unusual investments of the year and why?The most unusual was agriculture tech company My-coTechnology. They have a proprietary IP made from mushrooms that can eliminate the bitterness in any food substance such as coffee, chocolates, and stevia. We haven’t done AgTech in the past, but we were pretty impressed with their IP and believed that the team can execute on this huge opportunity.

What trends are you seeing in the sectors in which you specialize?Businesses big and small are automating every facet of their business functions at a very fast clip, which bodes well for enterprise software platforms. We believe this trend will continue to accelerate.

Is the work always about getting the largest return possible or are other factors just as important?While financial returns are critical to the success of

any venture capitalist, it’s important to be cognizant of venture capital’s intangibles. Early stage venture capital in particular has an important social-utility function, catalyzing positive change. That leads to business formation, which leads to high-value job creation, and, ultimately, better standards of living.

How have declining valuations impacted your existing portfolio companies and the way you’re looking at potential investments? Fortunately, we haven’t seen that contraction in our portfolio just yet. That said, funding markets have tightened up considerably and only businesses showing meaningful metrics are getting investor attention.

What was your personal highlight over the past year? We crossed over $100 million in assets under man-agement, and we’re currently at $118 million in assets across multiple funds.

Jim Andelman, 47

Title: Managing DirectorFirm: Rincon Venture PartnersRank: Venture capital, No. 18Years at firm: 10Residence: Santa Monica

Eric Manlunas, 47

Title: Managing PartnerFirm: Wavemaker PartnersRank: Venture capital, No. 15Years at firm: 13Residence: Encino Hills

James T. Armstrong, 50

Title: Managing DirectorFirm: March Capital PartnersRank: Venture capital, No. 11Years at firm: 2Residence: Manhattan Beach

Anthony Pritzker, 55

Title: Managing PartnerFirm: Pritzker Group Venture CapitalRank: Venture capital, No. 9Years at firm: 20Residence: Beverly Hills

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DEALMAKERS

wshblaw.com 877 974-2529

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What was your most significant deal of the year?This January, we closed the sale of RW Lyall & Co., a long-established family business in Orange County, to Hubbell Inc. Lyall is a manufacturer of highly engineered replacement products for the gas transmis-sion market, a significant industry given both aging infrastructure and the high-pro-file nature of failures such as the San Bruno gas explosion. The deal was a great result for our client and generated proceeds far in excess of initial valuation expectations. The eventual winning bidder was a large strate-gic buyer who felt the synergies with Lyall justified a sizable premium to the market.

What was your most unusual deal of the year?The sale of Pinkberry, the high-profile frozen yogurt chain. It was a difficult trans-action. The company was experiencing declining same-store sales domestically and store closures, but it was also experi-encing growth internationally with strong demand for franchises across the world. These conflicting trends made securing the

right investor to acquire the brand more difficult. But we were able to generate another strong outcome for the company’s owners in selling the business to

Kahala Brands, the owner of a number of quick-serve concepts including Cold Stone Creamery.

How do you manage the workload?With two young kids aged 4 and 2 that is probably the hardest part of my job. I’m trying to set times that are off-limits to work – bath time being one of them – but it’s not always easy.

What trends are you seeing in the sectors that you serve?FocalPoint Partners is a generalist firm in that we cover all the large industry groups. Particular hot spots include food, technol-ogy, and health care, where secular growth trends are driving capital flows.

How has the deal process changed through the years?The Internet has given clients far greater ability to research the best banker for their deal, which has led them to evolve what they are looking for in an adviser. The move toward product and industry specialization is here to stay.

What was your most significant deal of the year?Answer: One of the more significant deals we closed recently was the recapital-ization of EagleRider, the world’s largest provider of motorcycle adventure travel. The two co-founders started their business in a Los Angeles garage 20 years ago by maxing out their credit cards.

What was your most unusual deal of the year?We were preparing to explore the sale of

Drawloop, a developer of software-as-a-service document automation, through a full market process. But we were approached by workflow automation leader Nintex Global Ltd., which was determined to stop us from engaging in a competitive auction process.

What trends are you seeing in the sectors that you serve?Companies with unique brands, market position, and proprietary intellectual prop-erty are receiving highly aggressive valua-tions. In a slow-growth economy, strategic buyers are more aggressive than ever in pursuing growth through acquisitions.

Is the work always about getting the largest return possible or are other factors just as important?While clients often view the selling price as a key measure of success, the final decision often comes to nonmonetary issues such as risk of closing the deal, postclosing risks from seller represen-tations and warranties, acquirer culture, likelihood of preserving the entrepre-neur’s legacy, and, yes, chemistry.

How has doing deals changed since you first got into investment banking?Today, you need to be more clever and resourceful to deliver differentiated service to your client. You need to capture the acquirer’s interest with fewer words and creative, impactful messages and data.

Ed Bagdasarian, 51

Title: Founder, Chief Executive, Managing DirectorFirm: Intrepid Investment BankersRank: Investment banking, No. 7Years at firm: 6Residence: West Los Angeles

Nishen Radia, 40

Title: Co-Founder, Managing PartnerFirm: Focal Point PartnersRank: Investment banking, No. 8Years at firm: 14Residence: Marina del Rey

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What was your most significant deal of the year and why? Answer: We recently closed a $700 million convertible preferred equity deal with Western Gas Partners. This deal was one of our most significant as it demon-strated that the midstream industry still has attractive access to capital despite a cyclical downturn in energy. The transac-tion allowed a highly respected pipeline company to finance the purchase of a large asset from their parent, Anadarko Petroleum, and helped finance their cap-ital expenditures for the next two years, providing a bridge for the company to better navigate the current commodity price environment.

How do you stay ahead of the game and get access to deal flow others don’t have? We have built a strong brand as a niche investor in areas we believe we can develop

knowledge and sourcing advantages. There aren’t too many firms that invest in the lower middle market like we do with the resources of a firm that has $20 billion in assets under management. In addition, com-panies know we will always make good on our commitments and look for solutions and opportunities where both sides win. Over the last 24 years, those attributes have helped us to develop one of the premier reputations in the energy industry, which has led to us being a first call for deals.

How do you choose your partners in the deals you pursue?We attempt to partner with co-investors that will bring some value-add to the investment process. Often they are other private equity firms in energy.

What trends are you seeing in the sectors in which you specialize? The single biggest trend in energy

investing is that firms are looking to us to provide more than just capital, to be their partners. Advice, flexibility, and fairness are emerging contributions. On the real estate side, strong demographic trends in the niches in which we invest (medical office, senior living, and stu-dent housing) and fragmented ownership are allowing us to be an aggregator of middle-market properties at very attrac-tive risk-adjusted returns. Within growth equity, we have capitalized on a trend by entrepreneurs who want outside capital to fund growth but aren’t ready to give up control stakes. What was your personal highlight over the past year? The highlight of the year for us was being able to invest in both new and existing strategies, including raising over $3 bil-lion in capital for our energy-investing activities.

What was your most significant deal of the year? Engineering the sale of our client Vernon-based C.R. Laurence Co. Inc. to Dublin, Ireland-based CRH for $1.3 billion. Besides obtaining a great price that materially exceeded the client’s valuation expectations, we also obtained five-year employ-ment agreements for the senior executive team (ensuring management continuity), 20-year leases for the real estate owned by the principals, and a moratorium on staff reduction or facility closure.

How do you manage the workload? I sleep four to five hours a night. It’s amazing what you can accomplish when you tack on another four hours of active time to each and every day.

What trends are you seeing in the sectors that you serve? We serve entrepreneurs in all industry sectors. We are seeing more serial entrepreneurs, and we’re see-ing more successful entrepreneurs selling their busi-nesses in their 20s then starting another company and doing it all over again, often in five- to 10-year increments. Selling your business is more popular than taking it public today.

Is the work always about getting the largest return possible or are other factors just as important?We exclusively represent entrepreneurs and more than half of our clients are family businesses. They hire us to get the best deal possible for them and that’s typically defined by entrepreneurs as the high-est price. But many times they also want the best new home for their company and its employees, to have greater access to resources – capital, manufac-turing and distribution, foreign market presence – that could hypercharge growth potential.

How has doing deals changed since you first got into investment banking?Private equity is far more of a factor today and the pace of deal-making has accelerated. There’s also more money – both equity and debt – chasing deals than ever before. Information is also more readily available and in much greater quantities.

What was your most significant deal of the year and why?Ying Shing, a Chinese manufacturing business, was a very big milestone for Platinum Equity. It was our first acquisi-tion of a company headquartered in Asia. We’ve been doing business in the region for nearly 20 years and recently opened an office in Singapore.

What was your most unusual deal of the year and why?We recently acquired a business called PAE that does a lot of very interesting, important work providing support ser-vices for government agency missions around the world. For example, they work with the United Nations refugee program in South Sudan and operate Ebola treatment units in Liberia. They even have operations in Antarctica, supporting research by the National Science Foundation. The deal was our first acquisition of a large government services business and gives us a great platform to build on in the aerospace and defense industry.

How do you stay ahead of the game and get access to deal flow others don’t have?We were one of the first in private equity to create a dedi-cated team focused exclusively on sourcing deals. Others have copied that approach, and we’ve evolved to stay ahead of the curve. Over the past year we’ve expanded the size and capability of our sourcing team, added sev-eral new positions to strengthen our coverage model, and

invested in new technology that is allowing our teams to better collect and process business intelligence.

Is the work always about getting the largest return possible, or are other factors just as important?It’s our duty to our limited partners – including many public and private pension plans, state agencies, university endowments, and other institutional investors – to make sound investment decisions that deliver strong returns. We also believe that responsible investing and successful outcomes go hand in hand. In evaluating potential invest-ments, we consider a number of factors such as health and safety, supply chain and sourcing, and corporate gover-nance and compliance.

What was your personal highlight over the past year? A recent highlight is the work we’re doing to help the people in Flint, Mich., struggling with the water crisis. I grew up in Flint, my family has strong roots there, and I’m committed to helping turn things around.

Tom Gores, 51

Title: Founder, Chairman, Chief ExecutiveFirm: Platinum EquityRank: Private equity, No. 6Years at firm: 20Residence: Beverly Hills

What was your most significant deal of the year? Our most significant deal was our investment in J.McLaughlin, a designer and multichannel retailer of classic American sportswear. The company fits perfectly within our investment strategy; it’s a fantastic brand with deep customer loyalty and numerous growth opportunities.

How do you stay ahead of the game and get access to deal flow others don’t have? Our team has been together for many years and we’ve been in the industry for a long time. As a result, we have developed strong relationships in the deal community, which results in us having access to deals that fall in our areas of focus.

How do you choose your partners in the deals you pursue?We don’t partner with other firms on a regular basis as our investor base is very active in supporting our transactions through co-investments.

What trends are you seeing in the sectors in which you specialize? Strong brands with a high level of customer engagement continue to receive customer loyalty. This is not a new

trend, but one that continues to drive our investment focus.

Is the work always about getting the largest return possible or are other factors just as important?We are not focused solely on getting the largest return pos-sible. Our strategy is based on maximizing risk-adjusted returns. We are also very focused on business practices and ethics within our portfolio.

How has doing deals changed since you first got into private equity? The industry is less opportunistic and more driven by stra-tegic focus and specialization. For example, our firm has evolved from being generalists to focusing on companies serving consumers. Entrepreneurs understand the value that can be obtained from an investor who has significant experience in their market.

William (Bill) Barnum, 61

Title: PartnerFirm: Brentwood AssociatesRank: Private equity, No. 18Years at firm: 30Residence: Pacific Palisades

Robert V. Sinnott, 66

Title: Chief ExecutiveFirm: Kayne Anderson Capital AdvisorsRank: Private equity, No. 4Years at firm: 24Residence: Pacific Palisades

Lloyd Greif, 60

Title: Chief ExecutiveFirm: Greif & Co.Rank: Investment banking, No. 16Years at firm: 24Residence: Hollywood Hills

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