Terra Firma Capital Partners
Encyclopedia
Terra Firma Capital Partners Ltd (TFCP) is a leading U.K.-based private equity
Private equity
Private equity, in finance, is an asset class consisting of equity securities in operating companies that are not publicly traded on a stock exchange....

 firm, best known for its failed investment in British music company EMI
EMI
The EMI Group, also known as EMI Music or simply EMI, is a multinational music company headquartered in London, United Kingdom. It is the fourth-largest business group and family of record labels in the recording industry and one of the "big four" record companies. EMI Group also has a major...

. Financier Guy Hands
Guy Hands
Guy Hands , is an English financier and investor. He is most notable as the founder and chairman of Terra Firma Capital Partners, one of the largest private equity firms in Europe. Hands also previously served as Chairman of the U.K...

 founded the firm in 2002 through the spin-off of Nomura Principal Finance Group. The firm, which traces its roots to the formation of its predecessor in 1994, has invested over €13 billion since inception.

Terra Firma invests across a range of sectors and has focused on leveraged buyout
Leveraged buyout
A leveraged buyout occurs when an investor, typically financial sponsor, acquires a controlling interest in a company's equity and where a significant percentage of the purchase price is financed through leverage...

s of large, asset-rich businesses, often with complex structural or regulatory issues. The firm often targets under-performing businesses in need of strategic, operational or management change.

Terra Firma is headquartered in London
London
London is the capital city of :England and the :United Kingdom, the largest metropolitan area in the United Kingdom, and the largest urban zone in the European Union by most measures. Located on the River Thames, London has been a major settlement for two millennia, its history going back to its...

 with an office in Frankfurt and the small island of Guernsey
Guernsey
Guernsey, officially the Bailiwick of Guernsey is a British Crown dependency in the English Channel off the coast of Normandy.The Bailiwick, as a governing entity, embraces not only all 10 parishes on the Island of Guernsey, but also the islands of Herm, Jethou, Burhou, and Lihou and their islet...

 with a staff of over 100 employees.

Founding and early history (1994-2006)

Terra Firma traces its origins to 1994 when Guy Hands
Guy Hands
Guy Hands , is an English financier and investor. He is most notable as the founder and chairman of Terra Firma Capital Partners, one of the largest private equity firms in Europe. Hands also previously served as Chairman of the U.K...

 formed Nomura Principal Finance Group, which focused on European private equity
Private equity
Private equity, in finance, is an asset class consisting of equity securities in operating companies that are not publicly traded on a stock exchange....

 investments. Hands joined Nomura after three other banks, including his previous employer Goldman Sachs
Goldman Sachs
The Goldman Sachs Group, Inc. is an American multinational bulge bracket investment banking and securities firm that engages in global investment banking, securities, investment management, and other financial services primarily with institutional clients...

, turned down his investment plan. At Nomura, Hands and his team completed over $20 billion of leveraged buyouts. By 2000, Hands was reported to have generated profits for the bank in excess of $1.9 billion making him a star financier in London. The group’s most notable previous acquisitions included Le Méridien
Le Méridien
Le Méridien is an international hotel brand with a European perspective, formerly headquartered in the United Kingdom, with 130 properties. It is owned by Starwood Hotels & Resorts Worldwide....

, the hotel chain as well as William Hill
William Hill (bookmaker)
William Hill plc is one of the largest bookmakers in the United Kingdom. Its headquarters is in the north London suburb of Wood Green and in Leeds, West Yorkshire. It is listed on the London Stock Exchange and is a constituent of the FTSE 250 Index.-History:...

, the U.K. bookmaker, and Angel Trains
Angel Trains
Angel Trains is an English Rolling Stock Operating Company created in 1994 as part of the privatisation of British Rail. It was one of three ROSCOs...

, the U.K. Rolling Stock Operating Company
Rolling Stock Operating Company
In the United Kingdom, a Rolling Stock Operating Company owns and maintains railway engines and carriages which are leased to Train Operating Companies who actually operate the trains....



In 2002, with support from Nomura, Hands completed a spin-out of the bank's private equity operations to form Terra Firma, after first contemplating a move to another major financial institution. The previous year, there had been reports that Nomura had too much of its capital invested in the Principal Finance Group and that Hands' profile was overshadowing the bank. The existing portfolio of investments that the Principal Finance Group at Nomura from 1994 through 2002 was transferred to a new fund named Terra Firma Capital Partners I and Terra Firma continued to manage those investments for Nomura. Nomura also provided a cornerstone commitment to Terra Firma's first independent fund, Terra Firma Capital Partners II.

In 2004, Terra Firma completed fundraising for its first private equity fund with over €2 billion in investor commitments. The firm had closed on its first €1 billion of capital by late 2002, only a matter of a few months after launching the firm, but amidst a difficult fundraising environment required more than a year to finish fundraising. Investors in the fund included Wilshire Associates
Wilshire Associates
Wilshire Associates, Inc. is an independent investment management firm that offers consulting services, and analytical products and manages fund of funds investment vehicles for a global client base. Wilshire manages capital for more than 600 institutional investors globally representing more than...

, Partners Group
Partners Group
Partners Group is a global private markets management firm with over EUR 20 billion in investment programs under management in private equity, private debt, private real estate, private infrastructure and absolute return strategies...

, Horsley Bridge, Adams Street Partners, NIB Capital
AlpInvest Partners
AlpInvest Partners is a private equity investment manager and at the end of 2009 globally managed over €42 billion ....

, Citigroup and Canada Pension Plan
Canada Pension Plan
The Canada Pension Plan is a contributory, earnings-related social insurance program. It forms one of the two major components of Canada's public retirement income system, the other component being Old Age Security...

. At the time, this represented the largest debut fund for a European private equity firm. The firm had completed its first transaction as an independent firm in mid-2003 with the £315 million acquisition of Waste Recycling Group
Waste Recycling Group
Waste Recycling Group is a major British waste management company.WRG was owned by Guy Hands' investment company Terra Firma Capital Partners until September 2006, when it was sold to Fomento de Construcciones y Contratas, S.A.The company offers services in Landfill Disposal, Energy Recovery,...

, the largest operator of landfills in the U.K.

Terra Firma closed its second independent fund, Terra Firma Capital Partners III in June 2007 with approximately €5.4 billion of investor commitments. The closing of the fund coincided with the announcement of the firm's ill-fated investment in EMI just weeks earlier and a high profile attempt to acquire U.K. chemist Alliance Boots
Alliance Boots
Alliance Boots GmbH is a leading international, pharmacy-led health and beauty group. It has two core business activities - pharmacy-led health and beauty retailing, and pharmaceutical wholesaling and distribution - and has a presence in more than 25 countries...

, which was ultimately acquired by Kohlberg Kravis Roberts & Co.
Kohlberg Kravis Roberts & Co.
KKR & Co. L.P. is an American-based global private equity firm, specializing in leveraged buyouts, based in New York. The firm sponsors and manages private equity investment funds. Since its inception, the firm has completed over $400 billion of private equity transactions and was a pioneer in...

  In raising Terra Firma Capital III, the firm made a strong display of avoiding "club deals", transactions completed alongside other private equity firms. In addition to presenting what was described as unique investment opportunities, Terra Firma was active in providing equity co-investment
Equity co-investment
An equity co-investment is a minority investment, made directly into an operating company, alongside a financial sponsor or other private equity investor, in a leveraged buyout, recapitalization or growth capital transaction. In certain circumstances, venture capital firms may also seek...

 opportunities to limited partner investors in its funds.

Terra Firma was the first large private equity firm based in the UK to comply with the Walker Guidelines on transparency and disclosure. In April 2008, the firm published its first ever Annual Review, which exceeded the Walker reporting requirements and set a standard for voluntary private equity reporting in the UK.

EMI Investment (2007-2011)

Terra Firma acquired EMI in a $6.4 billion (£4.7 billion) public-to-private buyout transaction in August 2007. Terra Firma invested in the deal through its TFCP II and TFCP III funds, and also included a number of equity co-investors in the transaction.

Following the transition, several important artists including Radiohead
Radiohead
Radiohead are an English rock band from Abingdon, Oxfordshire, formed in 1985. The band consists of Thom Yorke , Jonny Greenwood , Ed O'Brien , Colin Greenwood and Phil Selway .Radiohead released their debut single "Creep" in 1992...

 walked away from the label, while other artists such as Paul McCartney
Paul McCartney
Sir James Paul McCartney, MBE, Hon RAM, FRCM is an English musician, singer-songwriter and composer. Formerly of The Beatles and Wings , McCartney is listed in Guinness World Records as the "most successful musician and composer in popular music history", with 60 gold discs and sales of 100...

 left ahead of the takeover. At the same time, The Rolling Stones
The Rolling Stones
The Rolling Stones are an English rock band, formed in London in April 1962 by Brian Jones , Ian Stewart , Mick Jagger , and Keith Richards . Bassist Bill Wyman and drummer Charlie Watts completed the early line-up...

 signed a one-album deal with Interscope Records
Interscope Records
Interscope Records is an American record label owned by Universal Music Group that currently operates as one third of UMG's Interscope-Geffen-A&M label group.-History:...

/Universal Music Group
Universal Music Group
Universal Music Group is an American music group, the largest of the "big four" record companies by its commanding market share and its multitude of global operations...

 outside of its contract with EMI, which expired on February 2008, and then in July 2008 signed a new long term deal with Universal Music Group
Universal Music Group
Universal Music Group is an American music group, the largest of the "big four" record companies by its commanding market share and its multitude of global operations...

.

Around the same time, EMI announced a restructuring plans to cut between 1,500 and 2,000 jobs and to reduce costs by £200 million a year. As a result, the U.K. chief executive Tony Wadsworth
Tony Wadsworth
Tony Wadsworth is a British radio presenter who can currently be heard on BBC Radio Leicester, where he presents the mid-morning show on Saturdays and Sundays....

 left EMI shortly after the buyout.

By the fall of 2008, the firm's investment in EMI was clearly troubled with a large debt load and weak earnings In early 2009, Terra Firma wrote down the value of its investment by €1.37 billion, approximately 46% of its original value. However, Terra Firma and Hands personally continued to put new money into the company in order to avoid a default under its loan obligations to lender, Citigroup
Citigroup
Citigroup Inc. or Citi is an American multinational financial services corporation headquartered in Manhattan, New York City, New York, United States. Citigroup was formed from one of the world's largest mergers in history by combining the banking giant Citicorp and financial conglomerate...

. By 2010, it was reported that Hands had invested between 60% and 70% of his personal net worth in the EMI transaction.

In December 2009, Terra Firma filed a lawsuit against EMI's primary lender Citigroup
Citigroup
Citigroup Inc. or Citi is an American multinational financial services corporation headquartered in Manhattan, New York City, New York, United States. Citigroup was formed from one of the world's largest mergers in history by combining the banking giant Citicorp and financial conglomerate...

, claiming the bank engaged in fraud during its auction of the company in 2007. The lawsuit went to trial in New York in late 2010 and resulted in a jury finding in favor of Citigroup and against Terra Firma and Guy Hands.

Citigroup took ownership of EMI Group from Terra Firma on February 1, 2011, wiping out the firm's investments and writing off £2.2 billion of debt. Terra Firma was reported to have lost $2.5 billion in the EMI transaction, representing roughly one-third of Terra Firma's investor's capital as well as more than 60% of Hands' personal net worth.

Post-EMI (Since 2011)

In mid-2011, months after the loss of EMI, Terra Firma began speaking with potential investors about the firm's next fund, Terra Firma Capital Partners IV. Terra Firma is targeting to raise upwards of £2.5 billion, which would be roughly half the size of its predecessor with raised £4.8 billion. With the exception of EMI, the balance of Terra Firma’s current fund was reportedly performing well, although the fund was still under water.

In November 2011, Terra Firma was reported to be in discussions with a sovereign wealth fund
Sovereign wealth fund
A sovereign wealth fund is a state-owned investment fund composed of financial assets such as stocks, bonds, property, precious metals or other financial instruments. Sovereign wealth funds invest globally. Some of them have grabbed attention making bad investments in several Wall Street financial...

 about a new capital commitment to allow the firm to continue investing after the investment period of TFCP III runs out next year.

Investments

Between 1994 and 2007, Terra Firma and its predecessor invested approximately €11 billion in equity and completed transactions with an aggregate enterprise value
Enterprise value
Enterprise value , Total enterprise value , or Firm value is an economic measure reflecting the market value of a whole business. It is a sum of claims of all the security-holders: debtholders, preferred shareholders, minority shareholders, common equity holders, and others...

 of €42 billion.

Terra Firma is known for its failed investment in British music company EMI
EMI
The EMI Group, also known as EMI Music or simply EMI, is a multinational music company headquartered in London, United Kingdom. It is the fourth-largest business group and family of record labels in the recording industry and one of the "big four" record companies. EMI Group also has a major...

, which was later taken over by Citigroup, the main lender in the investment, after Terra Firma was unable to keep up interest payments on its loans.

The firm's early investments, while still a division of Nomura
Nomura
Nomura Nomura Nomura (野村 (field village), 埜村 (wilderness field) is a Japanese surname. It can refer to:-Finance:*Nomura Holdings, part of the Nomura Group (also including Nomura Securities Co.)-People:*Don Nomura (born 1957), Japanese-American baseball agent...

, focused on housing (Annington Homes
Annington Homes
Annington Homes is the largest private owner of homes in the United Kingdom, specialising in converting former Ministry of Defence housing for the general public since 1996. The company is a wholly owned subsidiary of Terra Firma.-External links:* *...

), leasing companies and pubs. Since 2002, the firm has made major investments in the waste management (Waste Recycling Group
Waste Recycling Group
Waste Recycling Group is a major British waste management company.WRG was owned by Guy Hands' investment company Terra Firma Capital Partners until September 2006, when it was sold to Fomento de Construcciones y Contratas, S.A.The company offers services in Landfill Disposal, Energy Recovery,...

), energy (BGCL, East Surrey Holdings, Phoenix Natural Gas
Phoenix Natural Gas
Phoenix Natural Gas is the largest gas distribution business in Northern Ireland, being the owner and operator of the licence for the distribution network in the Greater Belfast area...

, and Infinis), aircraft leasing (AWAS), cinema (Odeon Cinemas
Odeon Cinemas
Odeon Cinemas is a British chain of cinemas, one of the largest in Europe. It is owned by Odeon & UCI Cinemas Group whose ultimate parent is Terra Firma Capital Partners.-History:Odeon Cinemas was created in 1928 by Oscar Deutsch...

/UCI
United Cinemas International
UCI Cinemas is a brand of cinema, currently operating in Austria, Germany, Ireland, Italy, Portugal and Brazil...

) and music sectors (EMI
EMI
The EMI Group, also known as EMI Music or simply EMI, is a multinational music company headquartered in London, United Kingdom. It is the fourth-largest business group and family of record labels in the recording industry and one of the "big four" record companies. EMI Group also has a major...

). TFCP has also made significant investments in German residential housing (Deutsche Annington) and motorway services (Tank & Rast).

Investment Funds

Since founding in 1994, Terra Firma has raised four private equity fund
Private equity fund
A private equity fund is a collective investment scheme used for making investments in various equity securities according to one of the investment strategies associated with private equity....

s.
  • Terra Firma Capital Partners I (TFCP I) was formed in 2002 to house the assets that had been acquired from 1994 through 2002, while the team was still part of Nomura. Nomura was the sole investor in this fund.

  • Terra Firma Capital Partners II (TFCP II), the firm's first independent fund, was closed in February 2004 with €2.1 billion of investor commitments. In addition to Nomura, which made a cornerstone investment, the fund raised capital from 65 investors from 21 countries.

  • Terra Firma Deutsche Annington (TFDA) was formed in 2006 to house the firm's German housing investments Deutsche Annington (DAIG). The firm raised €2.1 billion of investor commitments from 21 investors.

  • Terra Firma Capital Partners III (TFCP III) was closed in May 2007 with €5.4 billion of investor commitments. The fund's limited partnership comprises 159 investors from 26 countries.


In mid-2011, Terra Firma began speaking with potential investors about the firm's next fund, Terra Firma Capital Partners IV. Terra Firma is targeting to raise upwards of £2.5 billion, which would be roughly half the size of its predecessor with raised £4.8 billion.

Portfolio companies

The following are among the firm's most notable current and former portfolio companies:
  • Phoenix Inns, UK pub ownership
  • Angel Trains
    Angel Trains
    Angel Trains is an English Rolling Stock Operating Company created in 1994 as part of the privatisation of British Rail. It was one of three ROSCOs...

    , U.K. Rolling Stock Operating Company
    Rolling Stock Operating Company
    In the United Kingdom, a Rolling Stock Operating Company owns and maintains railway engines and carriages which are leased to Train Operating Companies who actually operate the trains....

  • Annington Homes
    Annington Homes
    Annington Homes is the largest private owner of homes in the United Kingdom, specialising in converting former Ministry of Defence housing for the general public since 1996. The company is a wholly owned subsidiary of Terra Firma.-External links:* *...

     U.K. based residential home ownership (ex-Ministry of Defense housing)
  • AWAS Aviation Capital, aircraft leasing company
  • BGCL
  • Deutsche Annington (DAIG), residential homes in Germany
  • EMI
    EMI
    The EMI Group, also known as EMI Music or simply EMI, is a multinational music company headquartered in London, United Kingdom. It is the fourth-largest business group and family of record labels in the recording industry and one of the "big four" record companies. EMI Group also has a major...

    , music company, owner of various record labels
  • First Quench Retailing
  • Hyder
    Hyder (defunct company)
    Hyder was a Welsh water, gas and electricity multi-utility and infrastructure company created in 1996. It broke up in 2001 following a financial crisis.-History:...

    , U.K. utilities company
  • Hyder Business Services (HBS)
    Hyder (defunct company)
    Hyder was a Welsh water, gas and electricity multi-utility and infrastructure company created in 1996. It broke up in 2001 following a financial crisis.-History:...

  • Infinis, largest renewable energy generator in the U.K. focused on waste-to-energy
    Waste-to-energy
    Waste-to-energy or energy-from-waste is the process of creating energy in the form of electricity or heat from the incineration of waste source. WtE is a form of energy recovery...

  • Inn Partnership, U.K. pub operator
  • Inntrepreneur, U.K. pub operator
  • Le Méridien
    Le Méridien
    Le Méridien is an international hotel brand with a European perspective, formerly headquartered in the United Kingdom, with 130 properties. It is owned by Starwood Hotels & Resorts Worldwide....

    , hotel operator
  • Odeon Cinemas
    Odeon Cinemas
    Odeon Cinemas is a British chain of cinemas, one of the largest in Europe. It is owned by Odeon & UCI Cinemas Group whose ultimate parent is Terra Firma Capital Partners.-History:Odeon Cinemas was created in 1928 by Oscar Deutsch...

    , U.K. cinema operator
  • Shanks Group plc
    Shanks Group
    Shanks Group plc is a leading European waste management company operating in the UK, Belgium, Canada and the Netherlands. It is listed on the London Stock Exchange and is a constituent of the FTSE 250 Index.-History:...

    , U.K. waste management
    Waste management
    Waste management is the collection, transport, processing or disposal,managing and monitoring of waste materials. The term usually relates to materials produced by human activity, and the process is generally undertaken to reduce their effect on health, the environment or aesthetics...

     company
  • Tank & Rast, petrol stations in Germany
  • Thorn Electrical Industries
    THORN Electrical Industries
    Thorn Electrical Industries, Limited was an electrical engineering business. It was listed on the London Stock Exchange but it merged with EMI Group to form Thorn EMI in 1979...

    , electrical engineering business
  • Unique Pub Company, U.K. pub operator
  • United Cinemas International
    United Cinemas International
    UCI Cinemas is a brand of cinema, currently operating in Austria, Germany, Ireland, Italy, Portugal and Brazil...

    , U.K. cinema operator
  • Voyager Pubs, U.K. pub ownership
  • Waste Recycling Group
    Waste Recycling Group
    Waste Recycling Group is a major British waste management company.WRG was owned by Guy Hands' investment company Terra Firma Capital Partners until September 2006, when it was sold to Fomento de Construcciones y Contratas, S.A.The company offers services in Landfill Disposal, Energy Recovery,...

    , U.K. waste management
    Waste management
    Waste management is the collection, transport, processing or disposal,managing and monitoring of waste materials. The term usually relates to materials produced by human activity, and the process is generally undertaken to reduce their effect on health, the environment or aesthetics...

     company
  • William Hill plc
    William Hill (bookmaker)
    William Hill plc is one of the largest bookmakers in the United Kingdom. Its headquarters is in the north London suburb of Wood Green and in Leeds, West Yorkshire. It is listed on the London Stock Exchange and is a constituent of the FTSE 250 Index.-History:...

    , U.K. chain of retail bookmaker
    Bookmaker
    A bookmaker, or bookie, is an organization or a person that takes bets on sporting and other events at agreed upon odds.- Range of events :...

    s

External links

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