2014-15 Annual Review

  • CD&R Fund VIII, L.P.

    Fund VIII portfolio companies continued to deliver strong performance in 2014. On average, portfolio company revenue and EBITDA increased 11% and 10%, respectively, for the 12 months ended December 2014. At year-end 2014, net debt to EBITDA in the aggregate stood at 4.6x.1

    At the end of 2014, Fund VIII was fully deployed with $4.4 billion of equity invested in fourteen portfolio companies. 58% of Fund VIII’s portfolio companies represent partnership investments, transactions in which we believe the sellers placed a high value on the Firm’s operating insight and expertise.

    As of March 31, 2015, Fund VIII had fully realized2 four investments including Diversey at 2.5x cost, AssuraMed at 3.3x cost, Envision at 5.4x cost, and BCA at 2.9x cost, as well as additional capital returned from partial realization of NCI, B&M, Hussmann, Wilsonart, and SPIE. Since the

    beginning of 2014, Fund VIII distributed approximately $4.4 billion. To date, Fund VIII has returned approximately 157% of its original capital on a gross basis.

    As of March 31, 2015, the fund was valued at 2.5x cost, an increase from 2.4x at year end and 2.1x at the end of 2013.

    Resources and Realizations

    Fund VIII held its first closing on March 3, 2008, and completed fundraising in December 2009, with total commitments of approximately $5 billion. Through March 31, 2015, $4.7 billion of capital commitments had been called and $6.2 billion, or approximately 139% of the fund’s original cost basis, had been distributed. Of the $6.2 billion of capital distributed, $897 million represents recallable capital. As of March 31, 2015, the total capital available to be called from Fund VIII limited partners was $892 million.

    There may be excess fee income received by CD&R that does not ultimately offset the management fee. Consistent with the historic approach of the CD&R fund partnership agreements, and in order to address tax concerns of certain limited partners, excess fee income (if any) would not be shared with the limited partners. As of the most recent management fee payment date (April 30, 2015) the amount of fee income to be carried forward and applied as a reduction of future management fees is approximately $8.8 million. We will continue to provide ongoing disclosure regarding any fee income-related credits that carryover to the following management fee payment period.

    Recent Fund Highlights

    • In April 2014, B&M expanded internationally with the acquisition of Jawoll, a leading general merchandiser in Germany. Through a June 2014 initial public offering and February 2015 block trade, CD&R Funds sold 66% of
    • their position in B&M Retail, generating $883 million of proceeds to Fund VIII and £395 million to CD&R LP Co-investors and representing 2.9x capital invested. As of March 31, 2015, CD&R continued to own approximately 17% of the Company.
    • In March 2015, BCA was acquired by Haversham Holdings, a publicly listed investment vehicle, in a transaction valued at approximately £1.2 billion. Fund VIII and affiliates received proceeds totaling £537 million, including $761 in cash and £25 million in stock of Haversham, which was rebranded BCA Marketplace plc upon the consummation of the transaction. Including a $241 million April 2011 dividend, the total value of Fund VIII’s investment in BCA is approximately $1 billion, representing 2.9x capital invested and a 33% gross IRR. BCA EBITDA increased approximately 85% under CD&R ownership.
    • In March 2015, CD&R Fund VIII and CD&R co-investors completed their exit from Envision Healthcare. In the aggregate, the investment generated total proceeds of $4.7 billion, including $2.4 billion to Fund VIII, representing a gross MOI of 5.3x and a gross IRR of 74%. CD&R realized the investment through a special dividend in October 2012 and a series of secondary offerings and block trades in 2014-2015. Under CD&R’s ownership, Envision revenue and EBITDA increased 50% and 68%, respectively.
    • Fund VIII has realized $191 million, or 99% of invested capital, in the Hussmann investment through a series of cash dividends paid over the course of 2013 to early 2015. Fund VIII continues to maintain a 57% ownership stake in the company as of March 31, 2015. In July 2014, Hussmann began shipping a key new multi-deck product line to Latin American customers. The new product delivers greater energy efficiency, lowers installation costs and commands premium pricing.
    • In January 2015, Fund VIII completed the sale of 10.925 million shares of NCI common stock through an underwritten secondary offering and concurrent privately-negotiated repurchase transaction. The sale generated total net proceeds of approximately $187 million, which together with $11 million of cash dividends previously received, represented a cumulative return of approximately 79% of the original $249 million investment. Fund VIII continues to own approximately 59% of NCI’s common stock.
    • In January 2015, SPIE distributed €279 million to shareholders, including CD&R Fund VIII and LP Co-investors, in connection with a recapitalization. Fund VIII received approximately $189 million, or approximately 47% of its original cost basis.
    • In June 2015, SPIE completed a €939 million initial public offering. As part of the transaction, CD&R Fund VIII sold approximately 19% of its stake in the company,
    • returning approximately $95 million to Fund VIII. To date, total proceeds received by Fund VIII are approximately $284 million, or 71% of the original cost basis. Pro forma for the IPO, SPIE was leveraged approximately 3.5x net debt to LTM December 2014 EBITDA.

    Liquidity Summary

    The Fund VIII portfolio companies have strong balance sheets, ample liquidity and minimal near-term refinancing requirements. As of March 31, 2015, available liquidity to cash interest averages approximately 7.0x, and the average ratio of net debt to EBITDA across the portfolio is 4.8x.

Current Portfolio

  Investment Remaining Cost As of March 31, 2014 Compound Multiple
(millions) Date $ of Investment Realized Unrealized Total Value Gross IRR* of Cost