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Franklin Park International Fund 2010Investor Presentation
April 2010
FranklinPark
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IMPORTANT NOTICE
These Preliminary Presentation Materials (the “Preliminary Information”) have been prepared solely for informational purposes and are being furnished solely by Franklin Park Associates, LLC (“Franklin Park”) and other authorized persons for use by prospective investors in preliminary discussions regarding a purchase of limited partnership interests (the “Interests”) in Franklin Park International Fund 2010, L.P., (the “Fund”). There is no representation or warranty as to the accuracy or completeness of such information and no one shall have any liability for any representations (express or implied) contained in, or for any omissions from, this Preliminary Information or any other written or oral communications transmitted to the recipient by Franklin Park, its representatives, or its affiliates (collectively “Franklin Park”) in the course of the recipientʹs evaluation of a prospective investment in the Fund.
Under no circumstances is this Preliminary Information to be used or considered as an offer to sell or a solicitation of an offer to buy, any Interests. Any such offering may be made only by the Fundʹs private placement memorandum (as supplemented from time to time, the “Memorandum”) and the definitive provisions provided for in the Limited Partnership Agreement, Subscription Agreement and other operative documents of the Fund, which should be read carefully by potential investors and their advisors. The discussion herein is qualified in its entirety by reference to the detailed information, including the substantial risks associated with an investment in the Fund, which will appear in the Memorandum and other definitive Fund documents.
This Preliminary Information is not intended to be relied upon as the basis for an investment decision, and this Preliminary Information is not, and should not be assumed to be, complete. In making an investment decision, interested parties should conduct their own investigation and analysis of the data and descriptions set forth in this Preliminary Information and must rely on their own examination of the investment opportunity, including the merits and risks involved. Potential investors will be given the opportunity to review the documentation that will govern the rights and obligations of the parties. Qualified prospective purchasers will also be provided with the opportunity to request additional information relating to the Fund. Purchase of the Interests is suitable only as an investment for, and will be offered only to persons who have, directly or through qualified representatives, the ability to evaluate the merits and risks of an investment in the Interests and the ability to assume the economic risks involved in such investment.
The contents of this Preliminary Information are not to be construed as legal, accounting, business or tax advice. Each prospective investor should consult its own attorney, accountant, business advisor, and tax advisor as to legal, accounting, business, and tax advice. Neither Franklin Park nor any of its affiliates is recommending that any recipient of this Preliminary Information invest in the Interests, and none of them represent or warrant that the Interests are a suitable investment for such recipient.
The nature of and risks associated with the Fundʹs investments may differ from those investments and strategies undertaken historically by Franklin Park. There can be no assurance that the Fundʹs investments will perform as well as past investments by Franklin Park, that the Fund will be able to avoid losses. Moreover, because the investment criteria that govern investments by the Fund may not govern the investments and investment strategies of the other investment vehicles managed by Franklin Park, such investments conducted in accordance with such criteria, and the results they yield, may not be directly comparable with, and may differ substantially from, the other investment vehicles managed by Franklin Park.
Certain information contained herein constitutes “Forward Looking Statementsʺ, which can be identified by the use of forward looking terminology such as “may,“will,“ “should,” “expect,” “anticipate,“ “project,” “estimate,” “intend,” “continue,” or “believe” or the negatives thereof or comparable terminology. Due to various risks and uncertainties including those set forth under ʺRisk Factorsʺ in the Memorandum, actual events or results or the actual performance of the Fund may differ materially from those reflected or contemplated in such Forward Looking Statements.
No person has been authorized to give any information or to make any representations other than to be contained in the Memorandum regarding the eventual offering, if any, of the Interests. Any investment in the Interests is subject to substantial risks, certain of which are referenced herein. A more complete description of certain risks involved can be found in the Memorandum. Such risks should be carefully considered by prospective investors before they make any investment decision.
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EXECUTIVE SUMMARY
Fund Size• Target of $100 million, with total maximum commitments of $200 million.
• Retainer clients will be offered up to 10% of their annual target private equity commitments.
Term
Strategy
Geographic Focus
Fees & Expenses
• One year commitment period.
• Annual subscriptions.
• Build a diversified portfolio of private equity funds investing in emerging and developing international
private equity markets.
• Primary focus on emerging economies.
• Flexibility to invest in other geographies.
• No management fees and carry.
• Partnership expenses are paid pro rata by limited partners.
Purpose• Franklin Park is offering its retainer advisory clients allocation to Franklin Park International Fund
2010, L.P., a private equity fund‐of‐funds targeting non‐U.S. private equity funds.
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INVESTMENT RATIONALE
Evidence of high absolute and risk‐adjusted realized returns.
Source: Franklin Park manager database. Results sourced from managers’ most recent track record presentations.
Latin America
FirmYear
Founded
No. Realized Deals
Realized ROI
Ave. Investment
($m)
% of Realized Losses
Angra Partners 1998 4 5.8x 50.7 0%Patria Investimentos 1994 8 5.1x n/a n/aSouthern Cross Group 1998 7 3.6x 32.3 4%
Africa
FirmYear
Founded
No. Realized Deals
Realized ROI
Ave. Investment
($m)
% of Realized Losses
African Capital Alliance Ltd 1997 11 4.4x 5.0 18%Brait Private Equity 1992 44 3.4x 7.2 22%Ethos Private Equity 1982 32 3.4x 11.0 5%
Central & Eastern Europe
FirmYear
Founded
No. Realized Deals
Realized ROI
Ave. Investment
($m)
% of Realized Losses
AIG Capital Partners 1998 11 3.8x 19.2 0%Riverside Company 1988 12 3.9x 7.9 20%Royalton Partners 1999 4 3.3x 15.3 0%Russia Partners Management 1994 12 3.5x 7.7 11%
China
FirmYear
Founded
No. Realized Deals
Realized ROI
Ave. Investment
($m)
% of Realized Losses
Baring Private Equity Asia 1998 20 3.9x 17.2 10%CDH Investments 2002 10 5.4x 11.6 4%China Renaissance Capital 2006 5 3.6x 17.7 0%Prax Capital 2003 3 6.8x 6.0 0%SAIF Partners 2001 22 4.9x 10.4 55%
India
FirmYear
Founded
No. Realized Deals
Realized ROI
Ave. Investment
($m)
% of Realized Losses
Actis India 2004 31 3.8x 5.9 11%CX Partners 1995 11 3.5x 12.6 n/aJacob Ballas Capital India 1995 3 4.1x 6.5 0%UTI Ventures 2000 18 4.0x 1.2 n/a
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WHY FRANKLIN PARK?
• Seasoned team with over 12 years of international private equity experience. Since 2003, have served as private advisor to Overseas Private Investment Corporation (OPIC) covering Asia, Latin America, Middle East and Africa.
• Established relationships with leading emerging market managers. Our principals are responsible for advising on $1 billion in private equity commitments to emerging market fund managers.
• A proven record of creating and managing commingled fund‐of‐funds for our clients. In 2008, we offered the first fund‐of‐funds vehicle that enabled our clients to access the venture capital market.
• Proactive deal sourcing and rigorous due diligence processes. Over the last 12 years, our senior team has reviewed close to 1,000 non‐U.S. fund offerings. The team’s aggregate experience reviewing international funds since 1997 is summarized below (as of December 31, 2009):
• The vehicle will deliver access to both difficult to access and small funds. The fund‐of‐funds is an efficient means to access funds that are oversubscribed, have quick fundraisings or are too small to access directly. Given our stable and highly diverse clientbase, we are viewed as a preferred investor.
• Given single year commitment period and annual subscriptions, clients can make annual investment decisions, rather than being locked in for multiples years like traditional fund‐of‐funds.
Note: Table includes experience at Franklin Park and prior firm.
International Due Diligence (1997‐2009)
RegionInitial
ReviewsManager Meetings
Site Visits
Client Commitments
Africa 58 12 9 5Asia 166 59 9 0Europe 437 224 109 25Latin America 90 25 9 6Middle East 84 34 4 3Global 154 60 14 4Total 989 414 154 43
Note: Table includes experience at Franklin Park and prior firm.
International Due Diligence (1997‐2009)
RegionInitial
ReviewsManager Meetings
Site Visits
Client Commitments
Africa 58 12 9 5Asia 166 59 9 0Europe 437 224 109 25Latin America 90 25 9 6Middle East 84 34 4 3Global 154 60 14 4Total 989 414 154 43
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INVESTMENT TARGET REGIONS
Source: Worldatlas.com
Primary focus on emerging and developing private equity markets.
Primary Focus Markets
Secondary Focus Markets
Tertiary Focus Markets Developing western private equity markets, particularly Italy, Spain and certain Benelux and Nordic countries.
Emerging economies expected to sustain high economic growth, particularly Brazil, India, China and certain countries in Africa and C&E Europe.
Developing eastern private equity markets, particularly Australia, Japan, South Korea and certain countries in the Middle East and SE Asia.
Latin America
Angra PartnersGP InvestimentosPatria InvestimentosSouthern Cross
Sample managers fundraising in 2010
China
Orchid AsiaPrax Capital
Pan Asia
AffinityAIF Capital
Australia
ArcherIronbridge
CEE
Advent CEEAIG New Europe
India
Barings IndiaMultiplesPeepul
Africa
African Capital AllianceEthos
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INVESTMENT OPPORTUNITIES
Africa
• Africa has averaged a 5.0% growth rate over the last decade. Egypt, Nigeria and South Africa are the largest economies comprising more than 50% of the region’s GDP.
• South Africa has the most mature private equity market which began in 1984 and is largely buyout and growth capital focused.
Region Market Description PE Manager Opportunities
• DFIs have been significant investors in PE funds in the
region. However, dominant local firms like Ethos Private
Equity, Brait Capital and Emerging Capital Partners have
attracted international institutional investors.
Central & Eastern Europe
(“CEE”)
China
India
Latin America
• China is the largest economy in Asia and has averaged a 9.6% GDP
growth rate in the last 10 years.
• The majority of private equity firms were established in the last five
years and focus largely on growth capital.
• India is the second fastest growing economy in Asia, after China, with
GDP growth rates of 6% to 7% for the last decade.
• The majority of private equity firms were established in the last five
years and focus largely on growth capital.
• Latin America has a combined GDP estimated at $3.6 trillion for 2009. Argentina, Brazil and Mexico are the largest economies comprising more than 70% of the region’s GDP.
• Private equity funds have been raised in the region since the mid‐1990s.
• CEE has a number of local PE funds for example Polish
Enterprise, Royalton Partners, Innova and Russia Partners.
In addition to several PE firms with Western European
heritage like Advent, Apax and Barings.
• China’s PE market comprises of local firms like CDH and
SAIF, and international private equity firms such as Actis
and Carlyle.
• India has a number of local PE firms such as Multiples and
ICICI. In addition to several PE firms with U.S. and
European heritage like Actis, Barings, India Value Fund
and Jacob Ballas.
• CEE has a combined GDP estimated at $2.7 trillion for 2009 with an average growth rate of 4.2% over the last 10 years.
• The Czech Republic, Poland and Russian Federation have the most robust private equity market that is predominantly growth capital focused with emerging mezzanine and buyout strategies.
• The PE market is dominated by country focused local firms
like Patria and GP Investimentos in Brazil. In addition to
Pan Latin America focused firms like Southern Cross and
Advent South America.
Source: IMF and Franklin Park Database.
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No more than 25% of commitments will be committed to any single fund.Investment Restrictions:
Franklin Park Series 2010, G.P.General Partner
Franklin Park International Fund 2010, L.P., (the “Partnership”) is a limited partnership established as a
Delaware entity.
Partnership
The earlier of (i) the liquidation of the last fund investment or (ii) 15 years.Term
The Partnership will reimburse the General Partner for all organizational, legal, accounting and other
administration expenses.
Administrative Fee or
Partnership Expenses:
None.Carried Interest
None.Asset Management Fees
One year.Investment Period
June 2010 target.Closing Date
The Partnership is seeking capital commitments of up to $200 million. Offered on a pro rata basis, up to
10% of each client’s annual target commitments.
Offering Size
The Partnership’s investment objective is to realize long‐term compounded returns in excess of those
available through conventional investments in the public equity markets. The Partnership intends for
substantially all investments to be in non‐U.S. private equity funds.
Investment Objective
KEY TERMS
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PROFESSIONAL SERVICE PROVIDERS
Auditors
KPMG LLP1601 Market Street
Philadelphia, PA 19103‐2499
Telephone: (267) 256‐7000
Facsimile: (267) 256‐7200
Legal Counsel
Reed Smith LLP1650 Market Street
Philadelphia, Pennsylvania 19103
Telephone: (215) 851‐8100
Facsimile: (215) 851‐1420
APPENDIX
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• In the last decade, emerging economies’ growth rates have consistently surpassed growth
rates of developed economies.
• Emerging economies account for less than 10% of global private equity market. Private
equity in these markets is a relatively young strategy and thus is characteristically less
efficient and competitive.
• Private equity investments as a percentage of GDP in emerging economies have been below
0.1% for the last 5 years.
• Capital markets are mostly unsophisticated and still developing, as a result, growth capital
is the predominant investment strategy.
• A significant number of private equity managers in several of the markets were established
in the last five years.
Market Opportunities
OVERVIEW
Private Equity Penetration Rates (Investments/GDP)
Source: Thomson One, IMF, Franklin Park Database and Cambridge Associates.
10 Year GDP Annual Growth Rates
Comparative Top Quartile Net IRRs Over Time, as of 9/30/2009
Market Risks
Risks the Fund will potentially be exposed to include:
• Economic volatility: fluctuations in GDP growth rates, rates of inflation, capital
reinvestments and balance of payments.
• Government instability: due to authoritarian governments, military rule or hostile relations
with neighboring countries.
• Currency fluctuations: that increase the volatility of investment valuations due to local
currency denominated cash flows that are highly exposed to exchange rate fluctuations.
• Absence of regulatory and compliance oversight: governing confidentiality and disclosure
of information, money laundering, disclosure and enforcement of legal rights.
• Level of manager experience: and the skills and expertise of key personnel will directly
affect the performance of underlying investments.
-10%
-5%
0%
5%
10%
15%
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009E 2010EAfricaCEEChinaInd iaSouth America
-15%
-5%
5%
15%
25%
35%
19 9 7 19 9 8 19 9 9 2 00 0 2 0 01 2 0 02 2 0 03 2 0 04 2 0 0 5 2 0 06 20 0 7
Vintage Year
Emerg ing Eco no miesUSWestern Europ e
0.0%
0.1%
0.2%
0.3%
0.4%
0.5%
0.6%
0.7%
0.8%
0.9%
2 0 0 5 2 0 0 6 20 0 7 20 0 8 2 00 9
USEuro peEmerging Mkts
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• Egypt, Nigeria and South Africa are the largest economies in Africa with a combined estimated GDP of $1.1 trillion in 2009 and average growth rates of 5.0% over the last 10 years.
• In the period 2007 to 2009, the region raised $6.9 billion of private equity capital and Egypt, Nigeria and South Africa attracted 62% of the funding.
• South Africa has the most mature private equity market which began in 1984 and is largely buyout and growth capital focused.
• There is limited competition in the Nigerian and Egyptian markets with a few GPs that are based locally.
• The region has active public markets, however trading is typically low and concentrated. As a result, exits have historically been through M&A transactions.
• The IFC, OPIC, Proparco and DEG have been instrumental anchor investors for a number of GPs in the region.
• Local GPs include: Capital Alliance and Helios in Nigeria, Abraaj Capital in Egypt, Ethos Private Equity and Brait Capital in South Africa.
• The region also has Pan‐Africa funds like: Actis, Emerging Capital Partners and Kingdom Zephyr Africa Management Company.
Market Overview
AFRICA
Private Equity Activity
Source: Thomson One, IMF, and Franklin Park Database.
10 Year GDP Annual Growth Rates
South Africa’s 10 Year M&A and PE Activity
Mid Market Buyout
Large Buyout
Growth Equity
Venture Capital
High
High
Low
Low
Turnaround
Sub‐Sahara North Africa
High
Low
Low
Low
Low
Low
$ 0 bn
$ 10 bn
$ 20 bn
$ 30 bn
$ 40 bn
$ 50 bn
2 00 1 2 00 2 20 03 2 0 04 2 0 05 2 00 6 20 0 7 20 080%
1%
2%
3%
4%
5%
6%
7%
8%
9%P E Inves tmentsM&A ActivityP E % o f M&A
-3%
2%
7%
12%
17%
22%
19 99 2 00 0 2 00 1 2 002 20 03 2 004 20 05 200 6 20 07 200 8 200 9E 20 10E
EygptNigeriaSo uth Africa
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• CEE has a combined GDP estimated at $2.7 trillion for 2009 with an average growth rate of 4.2% over the last 10 years.
• The Czech Republic, Poland and Russian Federation are the major economic growth drivers
in the region. In the last 10 years, the three countries contributed more than 65% to the
region’s GDP.
• Private equity activity is more mature in the Czech Republic, Poland and Russian
Federation and is predominantly mid market buyout and growth capital focused.
• Fundraising peaked in 2007 at $3.8 billion, of which 90% was targeted for private equity in
Russia.
• In the last five years the region’s debt markets have matured with several European banks
establishing operations in the region thus providing competitive pricing for acquisition
financing.
• In addition, the region has several experienced and established mezzanine providers:
including Accession Mezzanine, Darby Overseas, Syntaxes Capital and Western European
funds with dedicated teams.
• M&As and IPO listings in the Euro zone have been the historical route for private equity
exits.
• There are a number of local PE funds for example Polish Enterprise, Royalton Partners,
Innova and Russia Partners. In addition to several PE firms with Western European heritage
like Advent, Apax and Barings.
Market Overview
CENTRAL & EASTERN EUROPE (“CEE”)
Private Equity Activity
Source: Thomson One, IMF and Franklin Park Database.
10 Year GDP Annual Growth Rates
10 Year Private Equity Fundraising
-10%
-8%
-6%
-4%
-2%
0%
2%
4%
6%
8%
10%
12%
1999 2000 200 1 2002 2003 20 04 2005 2006 2007 2008 2009E 2010E
Czech RepublicP o landRus s ian Federa tio n
$ 0 m
$ 1,000 m
$ 2,000 m
$ 3,000 m
1999 2000 2001 2002 2003 20 04 2005 2006 2007 2008 2009
CzechP o landRus s ia
Mid Market Buyout
Large Buyout
Growth Equity
Venture Capital
High
Low
Low
Turnaround
Czech Poland Russia
High
Low
High
Low
Low
Low Low Low
High High
Low Low
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Market Overview
CHINA
Private Equity Activity
Source: Thomson One, IMF, Franklin Park Database and Yahoo Finance.
10 Year GDP Annual Growth Rates
10 Year Public Markets Annual Average Returns
-7.0%
-5.0%
-3.0%
-1.0%
1.0%
3.0%
5.0%
7.0%
199 9 2 000 200 1 20 02 20 03 200 4 2005 200 6 2007 200 8 200 9
Ho ng Ko ng (HSI)Shanghai (SSEC)S&P 500
-4%
-2%
0%
2%
4%
6%
8%
10%
12%
14%
1999 2000 2001 2 002 200 3 2004 2 005 200 6 2007 2 008 2009E 2010E
ChinaUSADevelo ping As ia
• China is the largest economy in Asia and home to 20% of the world’s population. • In 2009, China had an estimated GDP of $4.8 trillion and has averaged 9.6% GDP growth
rate in the last 10 years. • As a result of the global recession, China’s growth slowed from 13.0% in 2007 to 8.5% in
2009.• In 2001, de‐regulations on foreign investments in China fuelled the growth of private
equity. • Private equity investments in China predominantly comprise of minority interests in
growth capital strategies.• Buyout strategies are less prominent due to limited leverage, regulatory commitments and
difficulty in obtaining control stakes from entrepreneur owned companies.• Since 2006, 150 China focused funds attracted $18.1 billion in private equity commitments:
peaking in 2008 at $8.9 billion.• Private equity exits have traditionally been driven by IPOs.• There are currently a few local tenured private equity firms, including: CDH, SAIF, China
Renaissance Capital, as well as U.S. and European heritage firms such as Actis, Barings and Carlyle.
Mid Market Buyout
Large Buyout
Growth Equity
Venture Capital High
High
Low
Turnaround
China
Low
Low
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• India is the world’s most populace democracy and has averaged growth rates of 6‐7% over
the past decade: making it the second fastest growing economy in Asia, after China.
• The economy has thrived largely because of a strong IT infrastructure, low‐wages and as
well as the global outsourcing trend. The IT service sector grew 40%‐50% per year since
1990.
• While there has been private equity activity since the early 1990s, private equity in India
significantly expanded in the last 10 years. India focused private equity firms raised $16.8
billion since 1999.
• Private equity activity largely comprises minority growth capital investments in owner‐
managed small businesses.
• The private equity market is largely relationship driven with limited broker intermediation.
• Most of the private equity players in India are new and were established in the last five
years. A few have been active in the region for more than a decade, such as Actis, Barings,
Warburg Pincus and ICICI.
• Global international private equity firms, including Blackstone and Carlyle, have in recent
periods allocated resources and capital to the region.
Market Overview
INDIA
Private Equity Activity
Source: Thomson One, IMF, Franklin Park Database and Yahoo Finance.
10 Year GDP Annual Growth Rates
10 Year Public Markets Annual Average Returns
0%
2%
4%
6%
8%
10%
12%
14%
1999 200 0 20 01 20 02 2003 2 004 2 005 2006 2007 200 8 200 9E 2 010E
IndiaChinaDevelo ping As ia
-5.0%
-3.0%
-1.0%
1.0%
3.0%
5.0%
7.0%
1999 2 000 2 001 200 2 200 3 20 04 20 05 2006 20 07 2 008 2009
Bo mbay (BSESN)Ho ng Ko ng (HSI)S&P 500
Mid Market Buyout
Large Buyout
Growth Equity
Venture Capital
High
Low
Turnaround
India
Medium
Low
Low
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• The largest and more mature economies in Latin America are Argentina, Brazil and Mexico with a combined estimated GDP of $2.6 trillion in 2009 and average growth rates of 2.5% over the last 10 years.
• In the last 10 years, Argentina, Brazil and Mexico have dominated private equity: attracting more than 90% of the capital raised in the region.
• Fundraising peaked in 2007 and 2008 at $4.5 billion and more than 90% of the capital was raised by Argentina, Brazil and Mexican focused funds.
• Mid market buyout and growth capital investing are the dominant strategies in the region.• The private equity market is typically relationship driven with limited broker
intermediation.• Capital markets are less sophisticated than the US market and are dominated by local banks.• The central banks in Mexico, Chile and Brazil are independent and have in recent years
tightened monetary regulations and corporate governance.• Leverage for buyouts is available at approximately 1x to 2x EBITDA.• Exits in the last 5 years have been dominated by M&A activity and a buoyant stock market
in 2007 and 2008.• The PE market is dominated by country focused local firms like Patria and GP
Investimentos in Brazil. In addition to Pan Latin America focused firms like Southern Cross and Advent South America.
Market Overview
LATIN AMERICA
Private Equity Activity
Source: Thomson One, IMF, Franklin Park Database and Yahoo Finance.
10 Year GDP Annual Growth Rates
10 Year Public Market Annual Average Returns
-6%
-4%
-2%
0%
2%
4%
6%
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
Argentina (MERV)Brazil (BVSP )Mexico (MXX)
-12%
-10%
-8%
-6%
-4%
-2%
0%
2%
4%
6%
8%
10%
19 99 2 00 0 20 01 2 002 200 3 20 04 2 00 5 20 06 2 007 2 00 8 200 9E 2 010 E
ArgentinaBrazilMexico
Mid Market Buyout
Large Buyout
Growth Equity
Venture Capital
High
High
Low
Low
Turnaround
Argentina Brazil Mexico
High
High
Medium
Low
Low
High
High
Low
Medium
Low Low
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GLOSSARY
DEG: DEG Banking Group
DFI: Development Financial Institution
Euro zone: European Union countries that have fully incorporated the Euro as their national currency
EV: Enterprise value
EVCA: European Private Equity and Venture Capital Association
GP: General Partner
GDP: Gross Domestic Product
IFC: International Finance Corporation
ILPA: Institutional Limited Partners Association
IPO: Initial Public Offer
LBO: Leverage Buyout
LP: Limited Partner
M&A: Mergers & Acquisitions
OPIC: Overseas Private Investment Corporation
PE: Private Equity
PMI: Purchasing Managers’ Index
Proparco: Promotion et Participation pour la Coopération
TMT: Technology Media and Telecommunications