The private equity and venture capital industry has grown increasingly complex. In terms of private investment, GPs are encountering an increasing number of challenges due to a tightening regulatory environment; greater demand for ESG reporting; and the impact of COVID-19 on businesses and how they operate. GPs looking for exit strategies are facing capital market volatility. The HKVCA’s Private Equity Fundamentals Course offers participants an in-depth understanding of best practices in the private equity industry; an exploration of the governance, structure, and investment challenges that are unique to Asia; and the discovery of new approaches and strategies for managing private capital.

Who should enrol? 

Experienced industry professionals looking to refresh their skills 

Successful PE and VC professionals are adept at managing the shifting business environment between GPs and LPs, as well as GPs and their investees. At the same time, regulations and the investment environment are constantly changing. As a result, the HKVCA regularly updates the Course’s curriculum and contents, providing industry professionals with the most efficient way to equip themselves with the latest industry tools to address specific challenges and a deeper understanding of investment opportunities in the industry. 

New entrants to the profession 

The Private Equity Fundamentals Course features six structured modules that have been specially designed to provide participants comprehensive information as well as thorough analysis of the private equity and venture capital industry. The program provides opportunities for candidates to deepen their understanding of the private investment market and help them acquire relevant fundraising and exit knowledge in a complex market.  

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CPT and CPD points can be claimed after attending each session.

Participants have to follow the start and finish times as stated, otherwise CPT/CPD points may be deducted.

Participants who would like to claim CPD points have to update their Mandatory CPD Training Records with the CPD points for the course. 

Be advised that a webinar recording of this event will not be available upon its conclusion. To avoid technical problems registrants should log in to Zoom webinars using the email address they provided when registering for the event.

A certificate will be granted upon completion of each session.

Materials will not be provided for every session.

Module 1: PE Basics & VC Investment

Introduction to Private Equity

• What is private equity (asset class/business model)
• Types of PE transactions – VC, MBO, LBO, PTP
• Types of PE funds (seed stage, growth/expansion stage, pre-IPO, buyout, mezzanine, distressed)
• Differences between PE and hedge funds
• The role of the fund principal sponsors/general partners/investment advisers

Private Equity in Asia and Lessons from Managing through Crisis

• Scope of private markets
• Developments and trends
• Crisis and unexpected risk management  

• Introduction and overview of early-stage investment
• How early-stage investors screen deals: The selection process and criteria
• Valuation of early-stage investment
• VC post investment

• Deal Sourcing/ Preliminary Assessment of a Potential Deal

1. Right management?
2. Right industry?
3. Right company?
       

• Investment Committee Proposal
     
• Due Diligence

1. Financial, legal and operational
2. Due diligence procedures

Deal Financing

• Equity finance for acquisition vehicles
• Debt finance for acquisition vehicles

• Legal Framework for investing in Asia/China & Cross-border

1. Potential new CSRC regulations on overseas listing: Impact on exit options for PE funds
2. Listing through deSPAC: Exit option for PE investors in China headquartered companies?
3. Recently adopted cybersecurity regulations:  Impact on data rich targets of PE investments in Asia/China
      

• Anti-Monopoly Enforcement: Impact on China-based PE Portfolio Companies

Marcia Ellis
Global Chair,
Private Equity Group,
Morrison Foerster

Valuation Issues

• What is fair value?
• Private equity life cycle: Different motives for valuations
• Commonly used valuation approaches
• Discounts and premiums
• Impact of the pandemic on business valuation

“High Level” Tax Issues

• Basic considerations
• Indirect and direct transfer
• QFLP and QDLP
• Unified fund exemption regime and tax concession for carried interest
• Economic substance rule

Tax Considerations in Structuring PE Funds

• Typical Asia PE fund structures and tax considerations
• Hong Kong and Singapore - an overview
• OFC, VCC and LPF

Deal Protection and Risk Allocation Issues

• Protecting the deal via exclusivity arrangements and break/termination fees
• Allocating risk via warranties, indemnities, disclosures and other contract provisions

Non-leveraged Transactions/VC Transactions

• Term sheets
• Articles of association of target company: terms of shares/anti-dilution issues/transfer procedures
• Investment/subscription agreement and shareholders agreement: information rights, board representation, investor protection covenants
• Management carrots and sticks: milestones, ratchets, options, warrants, terms of service agreements/non-competes
• Other documents

Buyouts

• Term sheet
• Acquisition agreement
• Other documents
• Financial and security documentation

Matthew Puhar
Partner,
Akin Gump Strauss Hauer & Feld

Management of Portfolio Companies

• Aligning interests of investors and management
• Value creation
• Corporate governance
• Monitoring reports
• Board/shareholders’ meetings
• Impact of Covid

Queenie Ho
Partner,
Affinity Equity Partners

Alvin Lam
Principal,
CVC Capital Partners

Exit Strategies

• Trade sales
• Secondary

Exit Strategies

• How to prepare for IPOs
• IPO exits

Michael Chan
Head of International Issuer Services,
HKEX

Established PE Funds

• Use of offshore domiciles or onshore LPF regime
• Fund structure (limited partnership/investment companies) and documents
• Functionaries (fund administrators, custodian)
• Regulatory issues on fund formation (licensing, securities laws, anti-money laundering issues)

Fundraising

• Fundraising environment
• Why LPs invest in private equity
• Types of LPs that invest in PE funds
• What LPs expect of GPs
• How to approach LPs

Mounir Guen
Chief Executive Officer,
MVision Private Equity Advisers

• IR role
• LP reporting and technical expertise
• How GPs govern their funds
• How fund management and governance are  evaluated (metrics, etc.) by LPs