EQT intends to list on Nasdaq Stockholm
EQT AB (publ) (“EQT AB” or the “Group”), a differentiated private markets firm, today announces its intention to launch an initial public offering and a listing of its shares on Nasdaq Stockholm (the “IPO” or the “Listing”).
EQT has approximately EUR 40 billion of fee-paying assets under management (“AUM”) in 19 active funds which invest in a range of geographies, sectors and strategies, seeking to create consistent, attractive returns. For the six-month period ended on 30 June 2019, the Group generated revenue of EUR 295 million, adjusted EBITDA of EUR 140 million 1 and adjusted profit for the period of EUR 109 million 2.
The objective of the contemplated IPO is to increase EQT AB’s financial flexibility to enable the Group to invest in its business and pursue growth opportunities in order to remain at the forefront of private markets 3 investing. This includes continued expansion across both geographies and investment strategies. The contemplated IPO will also increase the profile of the Group among public investors, business partners and limited partners investing into the EQT funds (“Fund Investors”); allow EQT to invest in talent and people, especially in growth areas such as North America and Asia-Pacific; give EQT access to capital markets; broaden the ownership base of the Group; and create a more transparent governance structure and sustainable set-up that supports the Group’s long-term strategy. The contemplated IPO is expected to consist of both (i) an issuance of new shares by EQT AB seeking to raise primary proceeds for the Group of at least EUR 500 million as well as (ii) a sale of shares by existing shareholders. In total, the contemplated IPO is expected to encompass approximately 20 percent of the total number of shares in EQT AB, including both the newly issued shares and the sale by existing shareholders.
Conni Jonsson, Chairman and founder of EQT: “Over the last 25 years, EQT has grown from a small Swedish buyout firm to a global and diversified investment firm. Our path has been guided by our values and taking long-term responsibility as investors and owners, which we will continue to do. The contemplated IPO is an important step on our journey to continually improve what we do, as we work towards our vision of becoming the most reputable investor and owner.”
Christian Sinding, CEO and Managing Partner of EQT: “The private markets investment industry is expected to grow significantly and we see that fund investors continue to increase their allocations to the industry as we continue to deliver attractive risk-adjusted returns. EQT is well-positioned to capitalize on this trend and I am confident that EQT’s key differentiators - our unique culture, value creation approach, the EQT Network, governance model, and digital and sustainability capabilities - will enable us to continue to create value, future-proof the EQT funds’ portfolio companies and remain at the forefront of our industry. The contemplated IPO is an exciting milestone for us as a firm, and we are confident that a strong balance sheet will better position EQT for the long-term and facilitate our mission of making a positive impact with everything we do.”
EQT is a differentiated global investment organization with a 25-year history of investing in, developing and owning companies, and has a demonstrated track-record of attractive, consistent investment performance across multiple geographies, sectors and strategies 4. EQT manages and advises a range of specialized investment funds and other investment vehicles that invest across the world with the mission to generate attractive returns and future-proof companies. EQT has three business segments – Private Capital, Real Assets and Credit – representing approximately 56 percent, 36 percent and 8 percent of total AUM respectively 5. All business segments are guided by a responsible approach, a digital transformation agenda and a thematic investment strategy.
Since inception in 1994, EQT has been a thought-leader in the private markets investment industry. As one of the first private equity firms in Northern Europe, EQT has grown its geographical presence, built out a global, well-diversified Fund Investor base and successfully established and scaled businesses in areas such as Infrastructure, Real Estate, Venture Capital, Credit and Public Value. The Group today conducts its businesses through offices in 15 countries across three continents with approximately 650 FTEs 6. EQT’s well-established platform, ability to generate consistent, attractive returns, long-term relationships with Fund Investors, and its unique culture, values and brand, have enabled EQT to raise approximately EUR 62 billion of capital since inception.
Today, EQT AB’s largest shareholder is Investor AB7, representing approximately 23 percent of the shares and votes. The remainder of EQT AB is owned by a group of approximately 70 Partners (including three former Partners). Investor AB is expected to sell pro rata with the other shareholders in the contemplated IPO.
Each of the selling shareholders in the contemplated IPO will agree to customary lock-up arrangements towards the banks in respect to the remaining holdings in EQT AB. In addition, all Partners have for the benefit of the Group agreed, not to dispose of or transfer8 their respective holdings during a period of three to five years from the contemplated IPO without prior written consent.
A differentiated, culture driven investment organization
EQT has a value-based culture designed to align with the common purpose, to future-proofing the EQT funds’ portfolio companies and aims to make a positive impact with everything it does. This culture drives high performance across the organization and contributes to high levels of employee satisfaction and low levels of turnover. EQT’s values – respectful, entrepreneurial, high performing, transparent and informal – are key differentiators and central to the everyday work at EQT.
EQT believes that companies will be heavily influenced by digital transformation and sustainability. Business models will be disrupted and non-sustainable business practices will be challenged. As a result, EQT is striving to lead the digital transformation internally at EQT as well as when supporting the EQT funds’ portfolio companies installing sustainable business practices, whether they are start-ups or mature companies. Within EQT, this is called “future-proofing” companies and it gives EQT its license to operate. An example of digital transformation is the proprietary in-house developed artificial intelligence system called Motherbrain, which has sourced several of EQT Ventures’ current portfolio companies. EQT believes that future-proofing portfolio companies will help drive market-leading returns.
EQT focuses on value-add investment strategies and a differentiated approach to investing. EQT applies a theme-based investment philosophy coupled with a “local-with-locals” approach and a value creation framework, the “EQT Playbook”, which is ultimately supported by a network of over 500 EQT Advisors, the EQT Network.
EQT aims to generate consistent and attractive returns to Fund Investors. Investment advisory professionals are mainly incentivized through carried interest investment participation and are entitled to the majority of the carried interest participation in the EQT funds, which is also expected to continue after the contemplated IPO. This is a well-established arrangement that is set up to create alignment with the Fund Investors of that fund.
EQT AB is expected to be entitled to 35 percent of the carried interest participation in future EQT funds. Historical entitlement to carried interest participation for EQT AB has been lower and the increase is mainly due to Investor AB no longer being an anchor investor, and therefore not being entitled to carried interest participation in future EQT funds 9.
Furthermore, EQT AB has a simple and shareholder friendly corporate structure, with a clear governance set-up and a one-share-one-vote model. EQT AB has also strengthened its Board of Directors over recent years, including enhancing the Board of Director’s expertise with regards to North America and Asia-Pacific.
Operating in an attractive growth market
EQT believes that the private markets investment industry has favourable prospects for long-term growth, underpinned by secular growth trends. The industry AUM has grown by approximately 15 percent annually between 2012 and 2016 and is expected to continue to grow approximately 10 percent annually in the coming years, as mounting global savings pools and the search for yield have driven investor demand and increased allocations to private markets investments10. Private markets have consistently offered attractive returns, mostly outperforming equivalent public markets investments, but have also offered other benefits for investors such as diversification or inflation protected income11. Allocations to private markets are expected to increase further as many Fund Investors are still below target allocations12. Due to the Group’s competitive strengths, EQT believes that it is well-positioned to grow its revenues faster than the market overall.
A European leader with Nordic heritage and global focus
Since its foundation, EQT has leveraged its distinctive Nordic heritage and links to the Wallenberg family, and has built one of Europe’s leading investment organizations with a global focus. Within Private Equity, EQT is the second largest actor in Europe and within Infrastructure, the largest in Europe and the fourth largest in the world13. Approximately 73 percent of EQT’s current AUM comes from Fund Investors outside of the Nordic region. EQT believes that market-leading multi-strategy private markets firms will gain share going forward as fund investors choose to concentrate private markets allocations to fewer and larger diversified managers. Scale is increasingly a competitive advantage. Scale also allows EQT to redeploy resources and invest in growth, including talent for new investment strategies, opening new offices and supporting digital and sustainability initiatives.
Track record of delivering consistent, attractive returns for Fund Investors
Through its differentiated investment approach, EQT has a track record of delivering consistent, attractive returns across its business segments14. Private Capital has delivered a Net IRR15 of 20 percent over the last 25 years, Real Assets has delivered a Net IRR of 18 percent since 2008 and Credit has delivered a Net IRR of 12 percent since 201016. EQT believes that its long, established track record of consistent returns is one of the key reasons why Fund Investors choose to invest and reinvest in EQT funds.
Growing and well-diversified Fund Investor base
Over the last decade, EQT has invested in and grown its in-house capital raising and customer service capabilities to support its fund management team in fundraisings. The success of EQT’s fundraising capabilities is demonstrated by its track record of scaling its investment strategies and its long-standing relationships with Fund Investors, who also are important partners. For example, the flagship EQT Private Equity fund has grown from EUR 0.3 billion for EQT I in 1995 to EUR 10.9 billion for EQT VIII in 2018.
EQT Infrastructure has grown to become one of the world’s largest Infrastructure funds with EUR 9.1 billion in committed capital in EQT Infrastructure IV in just over a decade, demonstrating its strong performance. EQT has almost doubled the number of Fund Investors from approximately 250 in 2009 to approximately 480 as at 30 June 2019. EQT’s largest Fund Investors are also increasingly investing in multiple strategies across EQT, with 17 of the largest 20 Fund Investors invested in funds within two or three of EQT’s businesses segments.
In addition, EQT has maintained a low level of Fund Investor concentration, with no Fund Investor accounting for more than 2.5 percent of AUM17, which provides diversification and leaves potential for continued growth. When raising capital for the EQT funds, both for existing and new strategies, many Fund Investors will invest on the basis of a long relationship and EQT’s proven track record. For example, more than 85 percent of Fund Investors in EQT Infrastructure III reinvested in EQT Infrastructure IV.
A growing and profitable business with an integrated revenue model
The Group’s objective to deliver attractive returns to Fund Investors drives a simple and scalable business model with two integrated revenue streams: management fees as well as carried interest and investment income.
Management fees are contractually recurring, typically calculated at a fixed percentage rate generated on either total commitments or net invested capital. EQT operates a transparent fee model, and does normally not charge any transaction fees, monitoring fees or advisory fees other than the management fee charged on AUM. All of the Group’s AUM is fee-paying and has over the last 25 years grown to EUR 40.1 billion as at 30 June 2019, representing a compound rate of 23 percent per annum.
Carried interest is a share of fund profits and a variable income stream fully dependent on the performance of the relevant EQT fund and its underlying investments. Generally, carried interest equals 20 percent of the EQT fund’s profits, subject to a pre-agreed preferred return to Fund Investors. In addition, EQT generates investment income as a return on investments made in the funds as well as on any future strategic initiatives funded by the Group.
In 2018, management fees accounted for 98 percent of the Group’s total revenues. In the medium term, EQT believes that carried interest and investment income could account for approximately 25-30 percent of the Group’s total revenues, principally as a result of the Group’s share of total carried interest having increased in more recent funds, combined with larger fund sizes in recent years, which are not yet recognizing any carried interest.
EQT’s strategy starts with its vision and mission. EQT’s vision is to be the most reputable investor and owner. EQT’s mission is to leverage the Group’s strong talent pool and global network to drive EQT’s thematic investment strategy and value creation approach to future-proof the EQT funds’ portfolio companies and generate superior returns, making a positive impact with everything it does.
EQT’s strategy is made up of six key strategic ambitions, stated below:
- Generate superior risk-adjusted returns: Delivering consistent, attractive returns is at the heart of EQT’s business;
- Stay ahead on culture, talent management and leadership: In order to win the war for talent, EQT will continue to nurture and develop its unique culture, while ensuring it continues to attract, retain and develop the best individuals and promote exceptional leaders;
- Future-proof EQT through digital innovation and transformation, and promoting sustainable business practices: Future-proofing starts with the Group itself, in order to ensure that it continues to deliver exceptional value over the long-term for its shareholders, Fund Investors and society as a whole;
- Continue to scale EQT’s operating platform: Continuing the development of EQT’s operating platform to ensure it is equipped to scale as the Group continues to grow, allowing existing strategies to scale effectively together with the efficient launch and growth of new strategies;
- Become the global leader in Infrastructure, a global top five player in Private Equity and build or scale other growth strategies; and
- Geographical focus: Maintain the position as a European leader in private markets investing through selective expansion in new geographies such as France. “Win in North America” by further Private Equity and Infrastructure expansion. Expand in Asia-Pacific with initial focus on the Infrastructure business line and over time, Private Equity.
EQT’s platform of investment strategies represents a set of growth opportunities; including leading strategies such as Private Equity and Infrastructure, growing strategies such as Real Estate, Ventures and the Asia-Pacific platform as well as emerging strategies such as Public Value. Furthermore, EQT is a value-add niche player in the Credit market. All strategies and growth initiatives are supported by a clear governance and control framework, and an integrated, scalable operating platform with robust processes.
ended 30 June
ended 31 December
EUR millions (unless otherwise stated)
Carried interest and investment income
Adj EBITDA %**
Adjusted profit for the period***
FTEs (as at end of period)****
AUM (EUR billions, as at end of period)
* Profit before income taxes, financial income and financial expenses, excluding depreciation and amortization of property plant and equipment and intangible assets, and adjusted for items affecting comparability (i.e. items that are reported separately due to their character and amount) and revenue adjustments.
** Adjusted EBITDA divided by adjusted total revenue. Adjusted total revenues amounted to EUR 298.8 million in the six-month period ended 30 June 2019.
*** Profit for the period adjusted for items affecting comparability (i.e. items that are reported separately due to their character and amount) and revenue adjustments.
**** Full-time equivalents, including on-site consultants.
The Group’s medium- to long-term financial targets over the cycle are:
- Total revenue growth exceeding the long-term growth rate of the private markets industry over time; and
- Adjusted EBITDA margin in the range of 55 percent to 65 percent over time.
The Group’s dividend policy is:
- To generate a steadily increasing annual dividend in absolute euro-denominated terms.
The Board of Directors is expected to propose a first dividend of approximately EUR 200 million in respect of the fiscal year of 2019, payable in 2020, translated into a SEK per share amount. EQT AB expects to pay a semi-annual dividend in two equal parts in Q2 and Q4 2020.
The above targets and forward looking statements are based on a number of estimates and assumptions and subject to risks and uncertainties. The Group’s actual results may differ materially from the above due to a variety of factors, of which some are outside the Group’s control (see also “Important Information”).
The shares will be offered to institutional investors and certain other eligible investors in Sweden and abroad, and to the general public in Sweden. All offers and sales outside the United States will be made in compliance with Regulation S under the U.S. Securities Act of 1933, as amended. In the United States, the shares will be offered and sold only to persons reasonably believed to be qualified institutional buyers as defined in, and in reliance on, Rule 144A and may be offered to a limited number of other eligible persons. The offers and sales will be made pursuant to Rule 144A or pursuant to another available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933.
Full terms, conditions and instructions for the contemplated IPO will be included in the prospectus that will be prepared by EQT AB in connection with the contemplated IPO. The prospectus will be published on the Group’s website, www.eqtgroup.com.
Nasdaq Stockholm has assessed that EQT AB fulfils the applicable listing requirements. Nasdaq Stockholm will approve an application for admission to trading of EQT AB’s shares on Nasdaq Stockholm, provided that certain conditions are fulfilled, including that EQT AB submits such application and fulfils the distribution requirement.
J.P. Morgan and SEB are acting as Joint Global Coordinators and Joint Bookrunners, Goldman Sachs International, Morgan Stanley & Co. International plc, Nordea and UBS are acting as Joint Bookrunners and ABG Sundal Collier, Merrill Lynch International and BNP Paribas are acting as Co-Lead Managers in the contemplated IPO.
Advokatfirman Vinge and Davis Polk & Wardwell London LLP are legal advisors to EQT AB. Linklaters is legal advisor to the Joint Global Coordinators, the Joint Bookrunners and Co-Lead Managers.
Further announcements relating to the contemplated IPO will be made in due course.
For more information, please contact:
Christian Sinding, CEO and Managing Partner: +46 8 506 55 300
Kim Henriksson, CFO: +46 8 506 55 300
Nina Nornholm, Head of Communication: +46 8 506 55 300
EQT Press Contact: +46 8 506 55 334
International Media Contact Greenbrook Communications: +44 20 7952 2000
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by the Group in any jurisdiction. This announcement is not an offer to sell or solicitation of an offer to buy interests in any fund or investment program sponsored by EQT.
In relation to each member state of the EEA, other than Sweden, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Commission Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”).
Neither this announcement nor the publication in which it is contained is for publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America, including its territories and possessions, any state of the United States and the District of Columbia (the “United States”). The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered, subscribed, sold or transferred, directly or indirectly, in or into the United States except pursuant to exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register the securities referred to herein in the United States or to make a public offering of the securities in the United States.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.
Any offering to subscribe for the securities referred to in this communication will be made by means of a prospectus that will be provided by EQT AB following approval and registration by the Swedish Financial Supervisory Authority (the “SFSA”) and that will contain detailed information about the Group and management, as well as financial statements. This communication is an advertisement and not a prospectus for the purpose of the Prospectus Regulation. Investors should not acquire any securities referred to in this communication except on the basis of information contained in a prospectus. Any approval and registration by the SFSA of the prospectus shall not be considered as an endorsement of the securities that are the subject of the prospectus.
This announcement may contain forward-looking statements which reflect the Group’s current view on future events and financial and operational development. Words such as “intend”, “target” “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.
This announcement contains certain financial measures that are not defined under International Financial Reporting Standards as adopted by the EU (“IFRS”), including certain measures such as “adjusted total revenues”, “adjusted EBITDA,” “adjusted EBITDA margin” and “adjusted profit for the period” which are referred to as “non-IFRS financial measures”. These non-IFRS financial measures supplement the IFRS financial measures and should not be considered an alternative to the Group’s reported IFRS financial measures. Non-IFRS financial measures have certain limitations as analytical tools and they should not be considered in isolation or as substitutes for analysis of results reported under IFRS. In addition, the Non-IFRS financial measures, as defined by the Group, may not be comparable to other similarly titled measures used by other companies.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
The Joint Global Coordinators, the Joint Bookrunners and the Co-Lead Managers are acting for EQT AB (publ) and no one else in connection with the transaction and will not be responsible to anyone other than EQT AB (publ) for providing the protections afforded to clients of any of the Joint Global Coordinators, the Joint Bookrunners and the Co-Lead Managers, or for giving advice in connection with the transaction or any matter referred to herein.
1 Profit before income taxes, financial income and financial expenses, excluding depreciation and amortization of property plant and equipment and intangible assets, and adjusted for items affecting comparability (i.e. items that are reported separately due to their character and amount) and revenue adjustments.
2 Profit for the period adjusted for items affecting comparability (i.e. items that are reported separately due to their character and amount) and revenue adjustments.
3 Private markets defined as alternative investment management within private equity, infrastructure and real estate, private debt and venture capital but excluding hedge Funds and commodities.
4 Past performance is not necessarily indicative of future results.
5 As at 30 June 2019.
6 Full-time equivalents, including on-site consultants as at 30 June 2019.
7 Through Investor Investments Holding AB.
8 With certain exemptions.
9 Historical carried interest participation for EQT AB has normally been 10% and Investor AB has been entitled to 15%. This relates to the funds where Investor AB has been acting as an anchor investor by agreeing to commit to invest in such EQT Funds, subject to certain limitations.
10 PricewaterhouseCoopers, Asset & Wealth Management 2017: Embracing Exponential Change. Private markets AUM includes Private Equity, Infrastructure and Real Estate, Private Debt and Venture Capital. Figures exclude Hedge Funds and Commodities.
11 There are significant differences between an investment in a fund sponsored by EQT and investments in publicly traded securities.
12 Bain Global Private Equity Report 2019, as at end 2018.
13 Preqin and PEI rankings.
14 Past performance is not necessarily indicative of future results.
15 The internal rate of return delivered by a manager net of fees.
16 Net IRR calculated using daily cashflows realized across all funds in Private Capital, Real Assets and Credit since the launch of each respective strategy.
17 Apart from Investor AB, currently at less than 6 percent of AUM.