Electronic copy available at: http://ssrn.

com/abstract=2071247
Drivers of Value Creation in a Secondary Buyout:
The Acquisition of Brenntag by BC Partners

Ann-Kristin Achleitner
1
, Christian Figge
2
, Eva Lutz
3


ABSTRACT
Purpose While secondary buyouts have gained in importance in recent years, specific
drivers of value creation of this type of private equity deal are not yet well understood.
Through the in-depth analysis of the acquisition of Brenntag by BC Partners, we develop
propositions on the value creation profile in secondary buyouts.
Design/methodology/approach We use a single case study design to explore the
information-rich context of a secondary buyout. The Brenntag case epitomizes the
development of a company from being part of a large conglomerate to being private equity
owned after the primary and secondary buyout up to being publicly listed. Our analysis is
based on nine semi-structured interviews with key protagonists and the analysis of primary
company data as well as additional secondary data sources.
Findings We propose that even if the investment management and monitoring skills of the
primary and secondary private equity group are similar there is still the potential to realize
operational improvements in a secondary buyout due to either an early exit of the primary
private equity group or measures that further enhance management incentivisation.
Furthermore, the Brenntag case shows that low information asymmetries can lead to higher
leverage and that opportunities for multiple expansion are limited in secondary buyouts.
Originality/value While a secondary buyout has been a common exit route in recent years,
we are the first to undertake an in-depth case analysis of a secondary buyout. Our study helps
researchers and practitioners to enhance their understanding of drivers behind the value
creation profile of secondary buyouts.

Keywords Secondary buyouts, Private equity, Value creation
Paper type Research paper
JEL Classification G11, G24, G34


1
Center for Entrepreneurial and Financial Studies (CEFS); Technische Universitt Mnchen, TUM Business School; Arcisstr. 21, 80333
Munich, Germany; E-mail: [email protected].
2
Corresponding Author, Center for Entrepreneurial and Financial Studies (CEFS); Technische Universitt Mnchen, TUM Business
School; Arcisstr. 21, 80333 Munich, Germany; E-mail: [email protected]; Tel.: +49-89-289-25190; Fax.: +49-89-289-25188.
3
Center for Entrepreneurial and Financial Studies (CEFS); Technische Universitt Mnchen, TUM Business School; Arcisstr. 21, 80333
Munich, Germany; E-mail: [email protected].
The authors would like to thank Stefan Zuschke and Torsten Mack fromBC Partners, who provided highly valuable input both in the scoping
and review phase. Furthermore, we would like to express our gratitude to all interviewees, namely Dr. Michael Siefke (Bain Capital), Stefan
Zuschke and Torsten Mack (BC Partners), Stephen Clark and Georg Mller (Brenntag), Dr. Nils Koffka (Freshfields Bruckhaus Deringer),
Dr. Steffen Kastner (Goldman Sachs) as well as Gerrit Frohn and Karsten Hofacker (Morgan Stanley) for being generous with their time and
for providing us with important insights. In addition, we thank Sebastian Wieland for his help in the data collection process.
Electronic copy available at: http://ssrn.com/abstract=2071247

1

1. Introduction
In recent years, the private equity value creation framework has been in the focus of
researchers and practitioners alike. Three drivers are commonly distinguished, namely
operational performance improvements, leverage and multiple expansion (Kaplan and
Strmberg 2009). Plenty of theoretical and empirical work has analyzed the mechanics and
impact of each of these drivers
4
and an increasing focus of private equity groups on
operational value creation has emerged. This trend can be explained with an increase in the
maturity of the private equity market over the last decade and, hence, improved investment
management capabilities of private equity sponsors. Furthermore, the access to debt markets
has been restricted due to the recent financial crisis. The traditional value creation strategies
of financial engineering and buy low-sell high have hence lost in importance.
Simultaneously, secondary buyouts have emerged as an important deal source in the mid-
2000 boom period of private equity, then accounting for around a quarter of all deals
conducted (Strmberg 2008). Since then, secondary buyouts continue to constitute an
important deal source (Preqin 2011). At first sight, these two trends stand in conflict to each
other: A private equity investor is commonly assumed to exit an investment once the marginal
return equals the marginal cost of its value creation efforts (Cumming and MacIntosh 2003).
Since both buyer and seller in a secondary buyout are generally assumed to rely on the same
set of value creation tools, it is unclear how the second private equity fund can continue to
create value and generate attractive equity returns.
Research on secondary buyouts to date has focused on quantitative empirical analysis based
on large datasets. The current findings on value creation in secondary buyouts can be
summarized as follows: First, secondary buyouts provide similar potential for operational
performance improvement as primary buyouts (Wang 2011; Achleitner and Figge 2012).
Second, more leverage is used in secondary than in primary buyouts (Achleitner and Figge

4
See for example (Achleitner, Braun et al. 2010; Acharya, Gottschalg et al. 2011; Achleitner, Braun et al. 2011).

2

2012) and, third, secondary buyouts are more expensive than primary buyouts, which limits
the opportunities for further multiple expansion ceteris paribus (Wang 2011; Achleitner and
Figge 2012).
All of these articles can only speculate as to what determines this specific value creation
profile of secondary buyouts, and in order to address this research gap, we undertake a
detailed case analysis of the secondary buyout of Brenntag. Our aim is to extend and
complement the current knowledge on value creation in secondary buyouts and to answer the
following research questions: In circumstances of similar investment management capabilities
of the primary and secondary private equity group, what are reasons for further operational
improvements in a secondary buyout? How can the secondary private equity group reach
higher leverage in a secondary buyout? Why are the opportunities for multiple expansion
limited in a secondary buyout?
We use the case of Brenntag to analyze these questions in a distinct contextual setting. BC
Partners, an international private equity investor, purchased Brenntag from the international
private equity group Bain Capital in 2006, who itself had purchased the company from
Deutsche Bahn in 2003. The transaction then constituted the largest private equity transaction
in Germany. Using nine in-depth interviews with both investors, the management of Brenntag
and advisors involved in the transaction and additional primary as well as secondary company
data, we triangulate our findings on the sources of value creation in the secondary buyout of
Brenntag. Based on the case analysis of Brenntag, we develop propositions which are helpful
to condense our main findings and to give directions for future research on secondary
buyouts.
The remainder of the paper is organized as follows: Section 2 describes our methodology.
Section 3 then entails the description of the history of Brenntag with a specific focus on the
primary and secondary buyout. Section 4 presents the case analysis and the development of

3

research propositions on the value creation profile of secondary buyouts. Section 5
summarizes our conclusions.

2. Methodology
Our study is based on a single case study methodology (Siggelkow 2007). By focusing on the
case of Brenntag, we are able to describe and analyze the specific factors that led to value
creation after the secondary buyout. With a qualitative case study approach the points of view
of different parties can be exposed and a deep understanding of the local contextualization can
be derived (Miles and Huberman 1994). We use evidence from multiple sources in order to
strengthen our case study (Yin 2003). First, we screened and collected publicly available
information on Brenntags history including the primary and secondary buyout (e.g. using
company websites, Google searches and databases such as LexisNexis and Genios). We then
undertook in-depth semi-structured interviews with the key protagonists:
Stephen Clark
5
, Member of the Supervisory Board at Brenntag
Stefan Zuschke, Managing Partner at BC Partners
Torsten Mack, Principal at BC Partners
Dr. Michael Siefke, Managing Director at Bain Capital,
Georg Mller, Corporate Finance & Investor Relations at Brenntag
Dr. Nils Koffka, Partner at Freshfields Bruckhaus Deringer
Dr. Steffen Kastner, Managing Director at Goldman Sachs
Gerrit Frohn, Managing Director at Morgan Stanley
Karsten Hofacker, Executive Director at Morgan Stanley
At least two of the co-authors were present at each of the interviews which lasted between an
hour and an hour and a half (total interview time c. 12 hours) and centered around changes in
the company performance and leverage over time. In addition, motives for the two buyouts
and the initial public offering (IPO) were discussed. The interviews were taped and

5
Stephen Clark joined Brenntag in 1981 and was a Brenntag board member since 1993. He was chief executive
officer at Brenntag from 2006 until 2011.

4

transcribed which then allowed us to analyze common patterns in the qualitative data. In
addition to the interview data, we collected additional primary company data directly through
either the company or the private equity groups. Our interpretations and conclusions are based
on these multiple sources to prevent a distortion due to an inaccurate interview or biased
document. In fact, by undertaking interviews using largely the same questions with the private
equity groups involved in the primary and secondary buyout, the management and other
involved parties such as investment banks and lawyers, we were able to triangulate our results
(Yin 2003).

3. Case description
3.1. Brenntag: The early days
The roots of Brenntag go back to 1874 when Philip Mhsam founded an egg-wholesale
business in Berlin. A few years later the business started to trade chemicals and in 1912
chemical distribution was added as additional line of business. By the mid 1930s, chemical
distribution had become the core business and in 1937, the business was acquired by the
Stinnes family and renamed Brennstoff-, Chemikalien- und Transport AG, shortly thereafter
abbreviated as Brenntag. After a lengthy restructuring process among the family, the company
was acquired by the logistics company Stinnes in 1964, which itself was acquired by VEBA,
an energy company, one year later. Brenntag had moved from being a stand-alone company to
a subsidiary of an increasingly large, publicly quoted conglomerate. Shortly after the
acquisition, international expansion of Brenntag began. Through the acquisition of the
Belgian distribution company Balder in 1966, Brenntag became an international company.
Throughout the 1970s Brenntag continued with its acquisition strategy and successfully
established itself across Europe and in North America. In 1974, Brenntag celebrated its 100th
anniversary, at which point the company recorded sales of DM 1 billion for the first time and

5

had approximately 600 employees. In the late 1980s and throughout the 1990s, Brenntag laid
the foundation for its present position as a global leader in chemical distributions through a
large number of acquisitions.
A notable milestone in the companys corporate history was the acquisition of Holland
Chemical International in 2000, which turned the European market leader Brenntag into the
worldwide leader in chemical distribution. This acquisition granted access to Latin America
and strengthened its position in Eastern Europe and North America. Brenntag recorded sales
of 4.1 billion and had 8,550 employees in 2000. In the same year, VEBA and Viag merged
to become E.ON, today one of the largest energy companies in Germany. As part of a
portfolio restructuring, E.ON decided to sell off non-core businesses. Consequently, Stinnes
was put up for sale in 2002 and sold to transport giant Deutsche Bahn in early 2003. Since
Deutsche Bahn was primarily interested in the logistics business of Stinnes, both Brenntag
and the steel trading subsidiary Stinnes Interfer were subsequently put up for sale.

3.2. The primary buyout of Brenntag
Deutsche Bahn considered a variety of different exit options together with its M&A advisor
Metzler. However, since Deutsche Bahn preferably wanted to sell both Brenntag and Stinnes
Interfer at the same time, and given the carve-out nature of the transaction, there was no
obvious strategic buyer for a trade sale, and an IPO would have required a lengthy preparation
process. In addition, the depressed state of the capital markets at the time further reduced the
attractiveness of an IPO. Therefore, a sale to a private equity sponsor was from the start the
most likely outcome. Initially, a number of large private equity investors, including Bain
Capital, BC Partners, Blackstone, Carlyle, CVC Capital Partners and Kohlberg Kravis &
Roberts showed interest. Yet, very soon the field of potential acquirers narrowed down for
two reasons: First, the business model of chemical distribution was new to investors and

6

potential financing banks. It was not yet understood that the chemical distribution industry
differed from the cyclical chemical industry, or, in the words of Kastner, Managing Director
at Goldman Sachs
6
:
Especially from the debt side Brenntag was not an immediately obvious investment
opportunity. The chemical industry is very cyclical and Brenntags EBITDA
7

margins were very low at around 5%. We had no comparable company in our
portfolio at the time and, therefore, it was a challenge to convince the investment
committee that Brenntag presented an attractive investment
According to press articles from that time, the carve-out of Brenntag from the Stinnes Group
was complex due to technical risks associated with potential legacy liability risks in the US
subsidiary of Brenntag. While price was certainly one of the key decision items in the auction,
finding a solution to the technical problems associated with the carve-out was key to success.
Since Bain Capital knew how to deal with these issues from other US investments and had
significant experience with the distribution business model itself, it finally emerged as the
winner of the auction process and the acquisition of both Brenntag and Stinnes Interfer was
signed at the end of 2003. As laid out in Panel B in Table 1, Bain Capital purchased Brenntag
for a total consideration of 1.25bn, which is equivalent to a multiple of 5.3x EBITDA
8
. Bain
Capital as the lead investor, Goldman Sachs and the management team together invested
around 270m in equity, the remainder was financed by debt capital, equivalent to a multiple
of 4.2x EBITDA.
--- Insert Table 1 about here ---
Bain Capitals investment rationale was based on four main premises: First, Brenntags
business model was inherently downside protected. Besides its broad diversification across

6
Goldman Sachs invested in the mezzanine and equity capital of Brenntag in both the primary and secondary
buyout.
7
EBITDA is an abbreviation of Earnings Before Interest Tax Depreciation and Amortization, a measure of
operating profit.
8
This is based on the last twelve months (LTM) EBITDA, measured from the time of signing the transaction.

7

customers, products and regions
9
, the high working capital provided for a countercyclical
positive cash impact, as Kastner explained:
It is simple math: with an EBITDA margin of 6% and a working capital to sales ratio
of 12%, I gain two dollar in working capital reduction for every dollar in lost
EBITDA. At least in the first year
Accordingly, Brenntags business proved to be less cyclical than initially anticipated. With a
focus on maintaining a stable absolute gross profit per ton independent of the price
fluctuations of the distributed products, the company actually managed to decouple from the
cycles in the chemical industry to some extent.
Second, with Brenntag having been a subsidiary of a large conglomerate for almost 40 years,
refocusing the business on operational efficiency provided ample room for improvement both
in terms of profitability and cash management. Third, Brenntag as the global market leader in
chemical distribution fitted well in the traditional investment focus of Bain Capital on market
leading companies. Finally, the global market for chemical distribution was still very
fragmented. Brenntag as the global market leader had a market share below 7% and the top
five players a combined market share of less than 18% (Elser, J ung et al. 2010). Hence,
opportunities for further industry consolidation remained, which had already been a major
growth driver for Brenntag in the past.
From early in the due diligence process, Bain Capital had positive impressions of Brenntags
management team and they did not intend to initiate changes in the team. The management
incentive scheme involved 80 Brenntag employees from senior and middle management, yet
the focus was on the top management, which comprised four managers: Dr. Klaus Engel as
Chief Executive Officer (CEO), J rgen Buchsteiner as Chief Financial Officer (CFO), Daniel
Pithois who was Head of Brenntag Europe and Stephen Clark who was also President of
Brenntag North America. Engel had joined Stinnes in 1998 and the management board of

9
Brenntag served over 160,000 customers with 10,000 products and in 2011 commanded market leading
positions in Europe, North and South America as well as Asia-Pacific.

8

Brenntag in 1999. Shortly thereafter in 2000, Buchsteiner joined Brenntags management
board. Both of them had long term management and industry-specific experience from
various management positions at chemical distribution or chemical production companies.
Clark started his employment at Brenntag in 1981 and became a member of the management
board in 1993. Although the potential earnings from the management package in case of a
successful sale of the company exceeded the standard remuneration consisting of salary,
pension and performance bonus, management focused in their negotiations on the terms of the
latter, or in the words of Siefke, Managing Director at Bain Capital
10
:
Management focused on salary, bonus, pension and company car rules. And then
came the equity stake. They were cautious about the potential outcomes that were
linked to the management package
Upon closing of the transaction in March 2004, Bain Capital initiated a strategy review with
the help of management consulting firm McKinsey & Company. As a result, two main goals
were defined for the time under Bain Capital ownership: First, the aim was to increase the
organic growth trajectory of the business by (i) capturing a larger share of outsourced
distribution from chemical producers and (ii) focusing on growth industries such as food and
pharma. Second, by re-activating Brenntags acquisition strategy, which had been dormant
since the acquisition of Holland Chemical International in 2000, the company aimed to
achieve above-market growth rates. Holland Chemical International had been roughly half the
size of Brenntag and the company had to go through a rather intense integration process,
particularly in the US but also in Europe. According to Siefke:
It took them about one and a half years to integrate Holland Chemical International.
After this lengthy process, management was very tired of pursuing acquisitions and
they were initially skeptical about further M&A activities. They questioned what
could be next after such a huge and successful acquisition

10
Siefke was a managing director in Bain Capitals Munich office. He was part of the team that conducted the
primary buyout in 2003 and represented Bain Capital on the Board of Brenntag from 2005 until 2009.

9

Additionally, after the sale to Deutsche Bahn in 2002 the focus was on finding a buyer for
Brenntag and hence no further acquisition activities were initiated. As acquisitions constituted
an important part of Bain Capitals value creation strategy, Bain Capital advised on the
systemization of the mergers and acquisitions (M&A) process at Brenntag, including an
expansion of Brenntags M&A department and the introduction of a standard investment
appraisal process. Furthermore, they advised the local Brenntag management teams in each
country to develop, competitive market maps to identify potential acquisition candidates. The
reinvigorated focus on M&A also manifested itself in detailed discussions at every board
meeting. As Siefke recalled:
During the board meetings, we spend about one third of the time on the financial
performance and two thirds on organic growth initiatives and M&A
Finally, Bain Capital focused on improving operational effectiveness with a specific focus on
reducing capital expenditures (capex). At the time of the acquisition in 2003, Brenntags
capex amounted to 113m, which was approximately three times higher than at the only
slightly smaller competitor Univar
11
. According to Kastner:
Brenntag invested way more than they needed to maintain their asset base, all their
plants were gold plated
The figures in Panel A in Table 1, which illustrates the operating performance of Brenntag
during the ownership of Bain Capital, show that these strategic goals were successfully
implemented. As far as operational effectiveness is concerned, capex of Brenntag was
reduced from 2.7% of sales in 2003 to 1.5% in sales in 2006 or reduced by 25m in absolute
terms despite a strong growth in sales and EBITDA. Brenntag achieved an average sales
growth of 12.2% p.a. and, more importantly, gross profit grew by 6.3% p.a. and EBITDA by
12.1% p.a.
12
One of the main drivers was the ten acquisitions undertaken under Bain Capitals

11
Univar had capital expenditures of c. 30m in 2003.
12
These results are based on the actual full year results of Brenntag for 2006. Brenntag conducted three large
acquisitions in 2006 as displayed in Panel A of Table 3. Including the full year effect of these acquisitions,
Brenntags sales for 2006 would have been 6,100m, the gross profit 1,280m and the EBITDA 370m.

10

ownership, as displayed in Panel A of Table 3. Stand-alone, these ten acquisitions generated
cumulative sales of c. 700m or over 15% of Brenntags 2003 sales or around 40% of the
absolute increase in Brenntag sales over the period 2003 to 2006.
After having completed two recapitalizations in 2004 and 2005 to take advantage of the
improved financing environment, Bain Capital started to discuss a potential exit of its
investment in the second half of 2005. At the time, there were quite a few successful
investments in the respective Bain Capital funds. Since it is in the interest of private equity
funds to maintain an appropriate diversification of exits across time and thereby achieve a
relatively stable cash distribution profile (Strmberg 2007), Bain Capital decided to sell
Brenntag. However, the decision was based on a long internal discussion considering the
trade-off between current valuation levels and further value creation potential in Brenntag.
According to Siefke:
Our European fund looked fantastic on paper and we wanted to show an exit. You
risk looking very stupid if you fail to realize an investment that promised to be great
value. However, the issue was fiercely debated in the investment committee and deal
team
In terms of exit route, a trade sale was deemed unlikely since (i) a horizontal merger with one
of the large competitors such as Univar or Ashland would not be allowed by competition
authorities and (ii) a vertical acquisition by a chemical producer was unrealistic given the
ongoing trend towards outsourced chemical distribution. While an IPO was initially
contemplated, the choice fell on a secondary sale to another private equity investor. In 2006,
the leverage markets were very strong so that a secondary sale was more competitive than an
IPO in terms of valuation. Furthermore, it would allow Bain Capital to fully realize the
investment immediately. Therefore, Bain Capital initiated a mini-auction among a number of
private equity groups in late 2005. However, since none of these met Bain Capitals reserve
price, the mini-auction was quickly abandoned.


11

3.3. The secondary buyout of Brenntag
Despite its early withdrawal in the first process in 2003, BC Partners closely followed the
evolution of Brenntag under the ownership of Bain Capital and stayed in touch with the
management team. Yet when Bain Capital invited BC Partners to the mini-auction, they
declined to participate since they deemed the three weeks allotted for due diligence too short.
However, once the mini-auction was abandoned, BC Partners decided to approach Bain
Capital in early 2006 to negotiate a valuation and term sheet based on which Bain Capital
would be willing to sell Brenntag. Subsequently, BC Partners commenced the due diligence
process and on J uly 25, 2006 the transaction, which valued Brenntag at 3.02 billion
13

(equivalent to 8.7x EBITDA
14
) was signed. Since the valuation was pre-agreed and BC
Partners had access to up-to-date due diligence material from the recapitalization in late 2005,
the transaction was signed after a period of only six weeks. The total equity capital invested in
this transaction amounted to 850m
15
pooled in Brachem Acquisition SCA of which BC
Partners contributed 82% and the remainder came from Bain Capital, Goldman Sachs and
management. Bain Capital reinvested 80 million, which served as a signal to the acquirer
that they saw continued attractive value creation potential, or in the words of Siefke:
We really wanted the Brenntag reinvestment. We still thought it was a very good
asset
The remainder of the transaction was financed with debt capital, amounting to 6.5x EBITDA.
--- Insert Table 2 about here ---
BC Partners investment rationale centered on a continuation of the growth path that was
initiated under Bain Capital ownership, driven by further consolidation of the still very
fragmented chemical distribution market. In 2006, Brenntags market share was still only

13
Excluding transaction cost.
14
This is based on the LTM EBITDA adjusted for the acquisitions undertaken by Brenntag in the last twelve
months prior to the acquisition.
15
The total equity capital consisted of 780m in straight equity and 70m to fund the transaction cost.

12

6.9% (Elser, J ung et al. 2010). Furthermore, BC Partners was also attracted by Brenntags
significant downside protection due to stable margins and the counter-cyclical cash effects
from reduced working capital. Therefore, Brenntag was an ideal anchor investment for BC
Partners eighth fund BCEC VIII, which was raised in 2005, or as Koffka, partner at
Freshfields Bruckhaus Deringer
16
, put it:
Even for a large fund like BC Partners, Brenntag was a sizeable investment.
However it was not an overly risky investment and, therefore, this can serve to
stabilize the fund from a portfolio management perspective
The secondary buyout overlapped with the departure of Engel who had received the offer to
become CEO of specialty chemicals company Degussa which later became Evonik Industries.
His decision to leave Brenntag was due to the attractive new opportunity on a professional as
well as personal level and was not driven by the private equity sponsor. Clark became new
CEO of Brenntag and William Fidler was appointed to President of Brenntag North
America.
17
Furthermore, Steve Holland joined the management board as Head of Brenntag
Europe
18
, as Chief Operating Officer (COO). Holland had led the acquired Albion Chemical
Group which was acquired by Brenntag earlier in 2006. The negotiation of the management
incentive scheme was a key priority for BC Partners. First, they pushed for a reinvestment of
over 50% of the proceeds that top management had earned in the initial buyout to ensure their
continued motivation, which implied a significantly higher financial commitment of
management in the secondary buyout. Second, they extended the broader management
incentive package to 120 Brenntag employees in order to reflect the importance of middle
management in the decentralized organizational structure of Brenntag. Zuschke commented:
Brenntag has a very decentralized business model and therefore it was very crucial
to have the middle management such as the country heads, the sales team and the

16
Koffka is a partner at FreshfieldsBruckhausDeringer (FBD). FBD advised Deutsche Bahn on the sale of
Brenntag in 2003, BC Partners on the acquisition of Brenntag in 2006 as well as the IPO in 2010.
17
Fidler had been Executive Vice President of Brenntag North America since 1998.
18
Steve Holland replaced Daniel Pithois, the former Head of Brenntag Europe, who left Brenntag by mutual
consent in 2007.

13

finance team on board. As soon as they realize what they can do to improve the
valuation of their shareholding, they tackle topics in a different manner
BC Partners continued the strategic initiatives that were commenced under the
ownership of Bain Capital, but for a slight change of the focus of the acquisition strategy: In
the primary buyout, the majority of acquisitions were made in mature markets to increase
local market share, now the focus turned to emerging markets such as Latin America and Asia
(see Table 3). Zuschke, Managing Partner at BC Partners
19
, said:
We changed the focus slightly, yet we did not change the strategy. Bain Capital did a
great deal of groundwork
Furthermore, in the advent of the financial crisis in 2008, Brenntag developed a contingency
plan in close discussions with BC Partners, which involved various measures to reduce the
cost base. According to Kastner, the initiation of the contingency planning process was one of
the key value adding contributions of BC Partners. Finally, BC Partners initiated a capital
increase of 40m in the beginning of 2009 to ensure continued funding for Brenntags
acquisition strategy. This was received very positively by management, or as Mller, Head of
Investor Relations at Brenntag
20
, said:
In the course of 2008, we were somewhat cash constrained when working capital
increased due to a strong increase in chemical prices and mostly strong demand and
we could not fully follow-up on our pipeline of acquisition candidates. As a reaction,
BC Partners did a capital increase to support our growth strategy
Overall, the operating performance of Brenntag continued to improve during the ownership of
BC Partners as the figures in Panel A in Table 2 illustrate. Brenntag achieved sales growth of
6.4%, gross profit growth of 8.7% and EBITDA growth of 15.9% in the period 2006 to 2010.
Acquisitions continued to be a strong growth driver, as displayed in Panel B in Table 3.
Stand-alone, these 21 acquisitions generated cumulative sales of about 500m over 8% of

19
Zuschke was a managing partner at BC Partners. He was part of the deal team that evaluated Brenntag in
2003, led the team that conducted the transaction in 2006, and is head of the supervisory board of Brenntag since
2006.
20
Mller was Head of Investor Relations at Brenntag. He joined Brenntag in 2003 to head the treasury and
controlling department.

14

Brenntags 2006 sales or over 30% of the absolute increase in Brenntag sales over the period
2006 to 2010. The regional split of these acquisitions shows that new focus on emerging
markets set by BC Partners was implemented. Especially the acquisitions of Rhodia in 2008
and EAC in 2010 helped to establish Brenntags presence in Asia, which was seen as an
important strategic goal on route to a public listing. As far as operational effectiveness is
concerned, capex of Brenntag were further reduced from 1.4% of sales in 2006 to 1.1% of
sales in 2010 and stayed constant in absolute terms.
--- Insert Table 3 about here ---

3.4. The initial public offering
Potential exit scenarios for Brenntag were initially discussed in mid-2009. A trade sale
unlikely for the same reasons as in 2006. Zuschke commented:
There was no natural fit. Brenntags business is so unique that there is no spot for it
in another companys supply chain
Similarly, a tertiary buyout was highly unlikely given the sheer size of the company. Due to
the depressed state of the leveraged loan markets at that time, it would have been impossible
to obtain debt financing of such a transaction, as Frohn, Managing Director of Morgan
Stanley
21
, explained:
The leverage loan markets were basically nonexistent in 2009/10. Since most of the
Brenntag debt was syndicated, a mere roll-over of the debt was an impossible task.
Similarly, it was impossible to build a new lending consortium for a 2bn loan
during that time
Preparations for an IPO were started in late 2009 and on March, 29
th
2010 Brenntag was
successfully listed on the Frankfurt stock exchange. Close to 15 million shares, consisting of a
capital increase of 10.5m shares and 4.45m shares from existing shareholders, were sold at a

21
Frohn was a managing director at Morgan Stanley. The investment bank advised BC Partners on the
acquisition of Brenntag in 2006.

15

price of 50 per share, valuing the company at 3.9 billion (equivalent to 7.9x EBITDA). This
reduced the shareholding of the Brachem Acquisition SCA to 71.0%. Initially, a larger sell
down was envisaged, yet since the valuation was at the lower end of BC Partners price
expectation and the market environment was far from ideal the proportion of existing shares
to be sold in the IPO was reduced. Koffka recollects:
In the end the decision whether to proceed with the IPO was on the brink. BC
Partners then decided to go through with it, but reduced the stake significantly. This
was very clever: now they had a liquid asset and the subsequent share price
performance proved them right
BC Partners decision to go ahead with the IPO was driven by the fact that at the time of the
IPO they already held the investment for close to four years, which is a typical holding period
for private equity investments (Strmberg 2008). In addition, they took into account the
positive effect this (partial) exit might have had on the fundraising of the ninth fund BCEC
IX, the first close of which was held in March 2011. Zuschke comments:
We started preparations for fundraising in 2009, and this definitely had a big impact
on our decision when to exit Brenntag. Many of our investors had suffered in the
crisis and would only invest again if money from the prior fund was disbursed
Subsequently, the Brachem Acquisition SCA reduced its shareholding to 49.6% by selling
further shares at a price of 60.75 on October, 1
st
2010. On J anuary, 19
th
2011, Brachem
Acquisition SCA sold a further 7m shares at a price of 71.50, thereby reducing its stake to
36%. As of December 2011, BC Partners funds had realized proceeds of 1,145 million and
including the BC Partners funds residual stake at 72.18 per share, equivalent to the closing
price on December, 30
th
2011, the investment was valued at 2.8x cost, with over 55% of
proceeds realized. Overall, due to the share price appreciation post-IPO the exit valuation
achieved by BC Partners, taking account of the staged exit at different share prices, improved
to around 8.1x EBITDA
22
per end of 2011
23
.

22
Weighted average of IPO valuation, staged exits and valuation on December, 30
th
2011.

16

When considering overall equity returns of both transactions, it becomes clear that both
transactions were successful in their own respect. Bain Capital realized an IRR of over 100%,
equivalent to a money multiple of 5.3 times, in a very short holding period of only 2.6 years,
while BC Partners achieved an equity IRR of 30%, equivalent to a money multiple of 2.9
times, over a holding period of 3.8 years. Accounting for the differences in transaction size as
well as the macroeconomic environment, both transactions can be deemed very successful.
Frohn commented:
Bain Capital realized over 5x money, which is very good for the first large
transaction in Germany []. BC Partners bought the company around the peak of
the market and then barely scraped by to do the IPO in March 2010 when the
markets were very volatile. They still made close to three times money, which is
fantastic for such a large transaction

4. Case analysis and development of propositions
The value creation achieved in leveraged buyouts is usually split into three categories: (i)
operational performance improvements, (ii) leverage and (iii) multiple expansion
24
(Kaplan
and Strmberg 2009). In the following, we first present the limited theoretical and empirical
evidence on the importance of each of these drivers in secondary buyouts, and then we
discuss the quantitative and qualitative findings that emerge from the case of Brenntag. Table
4 presents a variety of variables to analyze each of the value creation categories for both the
primary and secondary buyout of Brenntag. In the analysis of the Brenntag case, we build on
these quantitative measures to compare value creation in the primary and secondary buyout.
However, we go beyond a quantitative comparison and analyze contextual factors that led to
these value creation outcomes. Our aim is to understand the specific drivers of value creation
in the secondary buyout of Brenntag. Based on the case analysis, we then develop

23
Subsequently, Brachem Acquisitions SCA reduced its shareholding to c. 27.3% in J anuary 2012, selling 4.5m
shares at a price of 70.00. In February 2012, it then further reduced its shareholding to 13.7%, selling 7m shares
at a price of 82.50.
24
See Achleitner et al. (2010) for a detailed discussion of methodologies to analyze value creation in private
equity deals.

17

propositions on the value creation profile of secondary buyouts to guide future research in this
field.

4.1. Operational performance improvements
Operational performance improvements in leveraged buyouts comprise measures that increase
the cash flow of the portfolio company, namely sales growth, margin expansion as well as
streamlining of capex and working capital (Kaplan 1989). Operational performance
improvements are achieved by (i) improved incentive alignment via increased managerial
ownership (Muscarella and Vetsuypens 1990; Leslie and Oyer 2009) or the use of leverage
thereby exploiting the disciplining effect of debt (J ensen 1989), (ii) governance engineering
through improved reporting procedures and active monitoring (Acharya, Gottschalg et al.
2011), and, (iii) the provision of smart money and operational engineering by buyout
executives (Kaplan and Strmberg 2009; Sousa 2010). The potential for further operational
improvements could be limited in secondary buyouts because improved incentive alignment
and governance engineering can be seen as a one-off event (Wright, Gilligan et al. 2009).
Furthermore, a private equity investor will seek an exit for an investment when the projected
marginal value that the investor can still add is higher than the projected marginal cost of that
very value contribution (Cumming and MacIntosh 2003). Additional operational value
creation in secondary buyouts could therefore stem mainly from different skills among the
primary and secondary private equity group (Sousa 2010; Wang 2011).
--- Insert Table 4 about here ---
Both Wang (2011) and Achleitner and Figge (2012) find no evidence that secondary buyouts
display less improvements in operating performance. It is questionable whether these non-
results in the difference of operational value creation can fully be explained with different
skill sets of the primary and secondary private equity group. The Brenntag case offers an

18

interesting setting to delve deeper into explaining operational improvements in secondary
buyouts. Since both Bain Capital and BC Partners constitute two large international,
generalist private equity firms
25
with no clear differentiation in terms of general investment
approach or industry focus, different skills are unlikely to be the main source of continued
operational performance improvements. Accordingly, all participants agreed that BC Partners
continued the investment strategy developed under the ownership of Bain Capital. Frohn
commented:
Overall, BC Partners continued where Bain Capital had stopped. The management
of Brenntag was very much focused to generate operational value over several
financing rounds and across different financial sponsors
Therefore, the Brenntag case offers the opportunity to gain further insights on drivers of
operational value creation in secondary buyouts if the capabilities and strategies of the
primary and secondary private equity group are similar. We find that in the primary buyout,
an average annual growth in gross profits of 6.3% was reached, while in the secondary buyout
gross profits increased by an annual average of 8.7% (see Table 4). In order to further analyze
operational performance, we consider two additional variables to analyze profitability growth
and cash flow improvements. We use the EBITDA growth over the holding period of the
investment to analyze improvements both in growth and profitability. Our results show that
annual EBITDA growth was very strong both in the primary buyout (12.1%) and in the
secondary buyout (15.9%) .
26
A more granular analysis of sales growth and EBITDA margin
improvements is not meaningful in the case of Brenntag since the sales growth is affected by
fluctuations in the chemical price and sales volumes are not publicly reported by the
company.

25
Bain Capital was established in 1984. Headquartered in Boston, they started making investments in Europe in
1989. At the time of the secondary buyout, its latest global (European) private equity funds were raised in 2006
(2004) with a committed capital of 8.0bn (1.0bn). BC Partners eighth fund was raised in 2005 with a
committed capital of 5.9bn in committed capital and closed its ninth fund with a size of 6.5bn in February
2012. Both firms were among the top 50 global private equity firms according to (PEI 2007)s ranking.
26
These growth rates are based on reported figures. If one takes into account the full year impact of acquisitions,
the EBITDA growth is c. 18% in the primary buyout and c. 13% in the secondary buyout.

19

Furthermore, we use the delta capex in % of sales as a measure for cash flow improvements
in the primary buyout (-1.2%) and the secondary buyout (-0.3%). Comparing these variables
we see that in the primary buyout cash flow improvements by reducing capex, which had a
positive impact on both the lending capacity valuation of Brenntag were a key value driver as
initially envisaged by Bain Capital. It is important to note that the reduction in capex was by
no means compromising Brenntags capacity to grow, but rather the result of a more diligent
investment approach with an increased focus on return on capital. In the secondary buyout,
most of the operational value improvements were achieved from EBITDA growth.
Acquisitions played a key role both under Bain Capital and BC Partner ownership. Even
though a smaller number of acquisitions were realized in the primary buyout (10 vs. 21), the
size of these acquisitions were on average larger with a total acquired sales of c. 700m
compared to c. 500m in the secondary buyout (see Table 3).
In the case of Brenntag it is clear that continued operational performance improvements were
achieved in the secondary buyout. We identified two general explanations for this continued
operational value creation. First, every company continuously strives to improve its
operational performance and faces every new challenges from a changing market and
competitive environment. Furthermore, if a company offers no growth prospects beyond the
exit, this will be reflected in a low exit valuation since the valuation is positively correlated
with the companys future growth prospects. Siefke commented:
There is no such thing as all operational improvement measures. Every company has
to become better in a sense, they are ever-evolving units. Furthermore, you want to
sell companies with continued growth prospects, since this drives your exit multiple
and valuation
However, these notions do not explain why this continued operational value creation has to be
undertaken in a private equity governance model. This question, which has been subject of an
ongoing debate, was kicked off by J ensen (1989) and Rappaport (1990). While the former
argued that private equity will emerge as a new alternative form of governance, Rappaport

20

(1990) purported that every company will only spend a limited period in private equity
ownership to undertake structural adjustments, which then result in a step change of operating
performance. While data from Strmberg (2008) suggests that companies are on average close
to 9 years in private equity ownership, J ensens (1989) notion has been readily accepted as of
now and private equity is still seen as a temporary governance model. Therefore the question
arises why attractive operational performance improvements can still be achieved in a
secondary buyout. Based on our interviews, we found one central reason for the continued
operational value creation in the absence of different skills among buyer and seller in a
secondary buyout, namely the sale of a portfolio company by a private equity sponsor before
having realized all operational value creation measures (Sousa 2010; Achleitner and Figge
2012). First of all, the overall fund situation influenced Bain Capitals exit decision. As laid
out in section 3.2, Bain Capital wanted to exit an investment in order to achieve an
appropriate diversification of exits and thereby ensure a steady stream of distributions to its
investors. On the other hand, it saw continued value creation potential and therefore invested
alongside BC Partners in the secondary buyout.
Therefore, we argue that there are both structural and opportunistic reasons that drive a
financial sponsors decision to sell an investment although there is still significant potential to
improve the operational performance. The structural argument relates to the fact that private
equity fund lifetime is typically limited to ten years (see e.g. Kaplan and Schoar 2005), which
leads to an average holding period of around four years (Strmberg 2008). Thus a financial
investor may be forced to sell an investment either because the fund approaches the end of its
lifetime or because the time needed to realize all value creation potential exceeds the typical
holding period, as suggested by anecdotal evidence.
27
In the case of Brenntag this structural
reason is reflected by the fact that Brenntag was overall in private equity ownership for seven

27
See Achleitner et al.s (2010) case study on New Look, where the management pursued a secondary buyout to
continue the companys growth strategy.

21

years which is much longer than the typical private equity holding period and that Bain
Capital illustrated by its follow-on investment that it saw room for further value creation after
its initial exit.
In addition to these structural reasons, there are two opportunistic motivations for an early
exit of the primary private equity group. Private equity sponsors usually raise a new fund
around the time when the investment period of the current fund, which is typically around five
years (Kaplan and Strmberg 2009), expires. As the performance of the current fund and
especially returns on realized investments is one of the key focus areas for limited partners in
their due diligence, private equity sponsors may be inclined to sell early to generate a track
record in order to facilitate fundraising (Sousa 2010; Wang 2011). Although this was not one
of the drivers that influenced Bain Capitals decision to sell Brenntag, it is a commonly
observed phenomenon in the industry. Frohn commented:
Buying and selling are clearly driven by the fundraising cycle
Furthermore, private equity sponsors try to achieve a stable cash flow profile (Strmberg
2008) and are therefore limited in their holding period even when they are still well within the
boundaries of fund lifetime. Although In the case of Brenntag, several interviews argued that
the fundraising efforts for Bain Capitals global private equity fund in 2006 may have played a
role in their exit timing. According to Siefke, fundraising dynamics did not play a role, but
Bain Capital intended to distribute some cash back to its investors and this was one of the
main drivers of the opportunistic decision from Bain Capital to pursue the secondary buyout
of Brenntag even though potential for operational improvements still remained. Hence, we
propose:

22

Proposition 1: Due to fund level considerations, the primary private equity group may be
forced to exit the portfolio company prior to the full realization of operational
improvements, thereby leaving operational value creation potential for the secondary
private equity group.
An improved incentive alignment of the management team is commonly agreed to be one of
the main drivers for operational value creation in a buyout. As already mentioned earlier,
improved incentive alignment is achieved via increased managerial ownership (Muscarella
and Vetsuypens 1990; Leslie and Oyer 2009), which is deemed to effect only a one-off step
change in the performance of the portfolio company (Wright, Gilligan et al. 2009). As this
one-off step change is usually already achieved in the primary buyout, further effects from an
improved incentive alignment could be limited in a secondary buyout. Considering the
findings that emerge from the Brenntag case, we propose to amend this conclusion to some
extent. First, incentive systems only work if they are fully understood in their mechanics and
(monetary) impact. Second, the impact of incentive systems is positively correlated to the
absolute and relative amount of financial resources invested and the expected rewards.
In the primary buyout of Brenntag, management at first underestimated the effect of the
management package and had relatively little resources to commit. By the time of the
secondary buyout, they fully appreciated the intention and reward of the management
package, illustrated by the more detailed and lengthy negotiation with BC Partners. Clark
commented:
While we knew in the first buyout that there will be a significant reward from the
management package, but we were not really believing it, it was simply not that
tangible. And then there was a significant financial reward, and therefore it may
have had a greater impact in the second time
Furthermore, after the successful primary buyout, they had significantly more financial
resources to commit. Koffka commented:
In a secondary buyout, private equity investors are therefore free to structure a
management incentive scheme that not only involves significant upside, but also

23

downside due to the investment by management. This makes incentivisation much
more effective
On the other hand, if one assumes a declining marginal benefit from financial compensation,
it becomes more difficult to incentivize management in a secondary buyout, who have already
earned a significant financial reward in the first buyout. Therefore, it is key to require
management to reinvest a sufficiently high share of the proceeds from the primary buyout in
the secondary buyout. In Zuschkes words:
It was a very important signal for us that management reinvested around half of
their gross proceeds, which showed us that they believed in the continued value
creation potential of Brenntag
In addition, the effect of the management package was further increased in the secondary
buyout by including a larger group of middle managers in the general employee share
ownership program. Mller recollects:
Middle management level had realized during the first buyout that the employee
share ownership program proved to be very attractive. Therefore many of them
pushed to be included in the program in the secondary buyout
Overall, we conclude with three propositions on the potential to enhance incentive alignment
in a secondary buyout:
Proposition 2a: In a secondary buyout, managements incentive alignment can be
enhanced through an increased appreciation of the mechanics of the management
package by the management team which can lead to operational value creation.
Proposition 2b: In a secondary buyout, managements incentive alignment can be
enhanced through an increase in the financial commitment of the existing
management team to the management package which can lead to operational value
creation.
Proposition 2c: In a secondary buyout, managements incentive alignment can be
enhanced through an increase in the number of participants in the management
package which can lead to operational value creation.


24

4.2. Leverage
The use of leverage affects the return realized in a private equity transaction in two ways:
First, it positively affects the cash flow generation due to the disciplining effect of debt
(J ensen 1989) and the tax shield (Kaplan 1989). Second, the use of leverage helps to boost
equity returns by increasing the financial risk of a transaction as exemplified in the leverage
formula first developed by Modigliani and Miller (1958). In the case of secondary buyouts,
leverage is commonly thought to be one of the main value creation drivers. (Achleitner and
Figge 2012) find that leverage is 28-30% higher in secondary buyouts compared to primary
buyouts. In order to analyze leverage in the case of Brenntag, we use two measures: Net debt /
EBITDA at entry relates total net financial liabilities to the EBITDA as a measure of the debt
redemption capacity of the company (Demiroglu and J ames 2010), while net debt / equity at
entry is a measure of the financial risk a transaction can support. In line with Achleitner and
Figge (2012), we find that at 6.5x net debt / EBITDA more leverage was granted in the
secondary buyout, while the financial risk of the transaction measured was actually lower than
in the secondary buyout at 2.9x net debt / equity (see Table 4).
Our interviews highlight that the higher leverage is likely to be attributed to reduced
informational asymmetries between the lender and the private equity group in a secondary
buyout setting. The extent of such informational asymmetries is one of the key drivers of how
much leverage a bank grants at what conditions (Ivashina 2009). Prior to the primary buyout
of Brenntag, the lenders had to collect relevant information about the asset in a relatively
short time frame. As the same lenders who were involved in the primary buyout also provided
the loan in the secondary buyout, information asymmetries were lower. The banks could base
their lending decision on detailed information collected since the primary buyout of Brenntag,
as Frohn recollects:
In a primary buyout, the credit officer has around two months to familiarize himself
with the asset, while in a secondary buyout he has a much more detailed information

25

set: a) the companys track record in operating with a highly levered capital
structure for the past few years, b) due diligence information generated for the
primary buyout, and, c) due diligence information generated for the secondary
buyout. It is logical that based on these information he is likely to grant more
leverage, or better terms or both
Therefore, we develop the following proposition.
Proposition 3: In a secondary buyout, informational asymmetries between the lenders and
the private equity group are lower than in a primary buyout which leads to higher
leverage ratios in secondary buyouts.

4.3. Multiple expansion
Multiple expansion is the third value creation driver in private equity buyouts. According to
Achleitner et al. (2011), two factors mainly drive multiple expansion: First, the market timing
skills, commonly referred to as buy-low-sell-high strategy, and, second, the negotiation
skills of the private equity firm purchasing a target company. If one compares a secondary
buyout to the other three predominant deal sources for private equity firms, namely private-to-
privates, corporate spin-offs and public-to-privates, it becomes clear that the room for
multiple expansion should be lower in a secondary buyout. In both private-to-privates and
corporate spin-offs, the seller arguably has less market-timing and negotiation skills than in a
secondary buyout where the seller is a private equity firm. In public-to-privates, negotiation
skills should be equivalent since the counter party is the market, which should lead to a
competitive pricing, yet market-timing is left to the financial sponsor undertaking the
transaction. Therefore, only in a secondary buyout, the counterparty has both market timing
and negotiation skills similar to those of the prospective buyer and therefore room for
multiple expansion should be lower driven by a higher entry valuation.
Considering the case of Brenntag, we find ample evidence for this argument. We use the delta
enterprise value / EBITDA to measure the multiple expansion, which measures changes in
relative valuation between entry and exit. A first look at the numbers as laid out in Table 4

26

shows that multiple expansion only contributed to value creation in the primary buyout: while
Bain Capital managed to achieve a positive multiple expansion of 3.6, BC Partners had to
cope with a multiple contraction of 0.6. Arguably, some of the multiple expansion achieved
by Bain Capital was driven by the improved cash flow generation of Brenntags business
model, once the capex were streamlined. This improved the lending capacity of Brenntag and,
therefore, had a positive impact on the valuation of the company. Siefke recollects:
We focused more on the EBITDA-capex multiple, a multiple that is often used as a
cash flow proxy. Here, the multiple expansion that we achieved was far less
pronounced. Therefore, one of the main drivers of the EBITDA multiple expansion
was the reduction in capex
In addition, Bain Capital exercised both its market timing and negotiation skills in the sale of
Brenntag to BC Partners in 2006. First of all, they timed the sale at around the peak of the
leveraged finance markets. In addition, in neither the mini auction initiated at the end of 2005
nor the negotiation with BC Partners did they show any willingness to compromise on their
reserve price. Frohn recalls:
Bain sold more or less on the peak of the market and their demands in terms of
valuation were ambitious and non-negotiable
Therefore, we formulate the following proposition.
Proposition 4: In a secondary buyout, the negotiation and market timing skills of the
seller and the buyer are similar which reduces the opportunity to realize a multiple
expansion.

5. Conclusion
The case of Brenntag, the largest (secondary) buyout in Germany at its time, provides an
information-rich context to analyze the drivers behind the value creation profile of secondary
buyouts and thereby helps researchers and practitioners to understand the rationale for this
increasingly important buyout form. Our main findings from the case analysis on the levers of
value creation in the secondary buyout of Brenntag are summarized in Figure 1.

27

--- Insert Figure 1 about here ---
As far as operational value creation is concerned, the analysis showed that continued
operational performance improvements can be an important source of value creation even if
the buyer does not possess skills and capabilities different to the seller. First, the primary
private equity group may pursue an exit before the marginal benefit equal the marginal costs
of an investors value creation efforts thereby leaving the potential for further operational
value creation after the secondary buyout. The reasons to pursue an early exit include both
structural as well as opportunistic motives. The seller may have to exit an investment early
because the time to carry out all operational improvement measures exceeds the typical
private equity holding period. Furthermore, the private equity group may decide voluntarily to
pursue an early exit to support its current fundraising efforts or to maintain a certain cash flow
profile promised to its investors.
Second, we propose that the positive effect of increased managerial ownership does not
necessarily have to be of a one-off nature: the increased appreciation of the mechanics of the
management incentive schemes employed in private equity transactions, the greater financial
resources of management and the opportunity to increase the pool of managers participating
in the scheme help to reinforce, if not increase the impact of management incentivisation and,
therefore, governance engineering in a secondary buyout.
Third, the Brenntag case shows that the greater amount of leverage granted in a secondary
buyout can be attributed to reduced informational asymmetries between the lender and the
secondary private equity group. Fourth, the analysis of Brenntag confirms that secondary
buyouts are more expensive than primary buyouts and, consequentially, the opportunities for
multiple expansion are limited in such as setting. This is likely to be driven by the degree of
seller sophistication in a secondary buyout the selling private equity sponsor will use his
market timing and negotiation skills to maximize his exit valuation.

28

Even though the Brenntag case offers detailed insights on the value creation profile of a
specific secondary buyout, further larger-scale research is still required to confirm and
generalize the findings from our single-case study. While empirical evidence based on large
sample studies already show operational value creation, higher leverage (Achleitner and Figge
2012) and less room for multiple expansion (Sousa 2010, Wang 2010) in secondary buyouts,
the drivers of this value creation profile remain underexplored. Our propositions may help to
kick start further empirical research in this field, particularly on the motives to pursue an early
exit and on the measures to enhance incentive alignment.
Overall, the case of Brenntag questions the common notion that an IPO is superior to cash
exits such as a secondary buyout or a trade sale. Regarding the ranking among different exit
choices, a pecking order of exit choices for private equity investments emerged in the venture
capital and broader private equity literature (Cumming and MacIntosh 2003; Bienz and Leite
2008; Cumming and J ohan 2008). Here, an IPO is usually seen as the preferred exit channel
for more successful deals both due to superior returns (Schmidt, Steffen et al. 2010) and the
associated positive reputation effects (Gompers 1996), followed by a trade sale. Secondary
buyouts have to date not been integrated in this framework. However, evidence from the
Brenntag case suggests that contrary to conventional wisdom, an IPO does not necessarily
have to be the exit of choice for a successful portfolio company. Siefke raised the notion of
cash exits comprising both trade sales and secondary buyouts, where the exit proceeds are
realized in full upon closing of the transaction, while in an IPO, usually private equity
investors only sell a small part of their shareholding. The full realization of exit proceeds in
the case of an IPO can take several years. In the case of Brenntag, Brachem Acquisition SCA
still had a substantial shareholding of c. 13.7% at the end of March 2012, two years after the
IPO in March 2010. According the Siefke, the valuation risk associated with this long tailed
realization of exit proceeds in the case of an IPO combined with the detrimental effect on the
investments internal rate of return, render a cash exit often more attractive even if the

29

valuation is lower than the one achieved in the IPO. It would be a fruitful avenue for further
research to examine the advantages of cash exits and to thereby challenge the commonly
perceived exit pecking order.






30

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Know and What We Would Like to Know." Venture Capital 11(1): 1-21.
Yin, R. K. (2003). Case study research: design and methods. New York, Thousand Oaks.




32

Table 1
THE PRIMARY BUYOUT BY BAIN CAPITAL

This table presents in Panel A the analysis of the operating performance of Brenntag under
the ownership of Bain Capital. EBITDA refers to the Earnings before Interest, Depreciation
and Amortization and is a measure of operating profit. Capex refers to capital expenditures. In
Panel B, the deal structure at entry and exit is analyzed and Panel C presents the equity
returns achieved by Bain Capital.





Panel A - Operating Performance
FY 2003 FY 2006 CAGR
Sales (m) 4,220 5,958 12.2%
Gross Profit (m) 974 1,170
Gross Profit / Sales (%) 23.1% 19.6%
EBITDA (m) 235 331 12.1%
EBITDA / Sales (%) 5.6% 5.6%
EBITDA / Gross Profit (%) 24.1% 28.3%
Capex (m) 113 88 -8.0%
Capex in % of Sales 2.7% 1.5%
Panel B - Deal Metrics
Entry Exit
Mar 03 Jun 06
Enterprise Value (m) 1,250 3,100
EV / EBITDA 5.4 8.9
Net Debt (m) 980 2,150
Net Debt / EBITDA 4.2 6.2
Equity (m) 270 950
Net Debt / Equity 3.6 2.3
Panel C - Returns*
IRR (%) >100%
Money Multiple 5.3
* Return measures include recaps in 2004 and 2005.

33

Table 2
THE SECONDARY BUYOUT BY BC PARTNERS
This table presents in Panel A the analysis of the operating performance of Brenntag under
the ownership of BC Partners. EBITDA refers to the Earnings before Interest, Depreciation
and Amortization and is a measure of operating profit. Capex refers to capital expenditures. In
Panel B, the deal structure at entry and exit is analyzed and Panel C presents the equity
returns achieved by BC Partners.




Panel A - Operating Performance
FY 2006 FY 2010 CAGR
Sales (m) 5,958 7,649 6.4%
Gross Profit (m) 1,170 1636 8.7%
Gross Profit / Sales (%) 19.6% 21.4%
EBITDA (m) 331 598 15.9%
EBITDA / Sales (%) 5.6% 7.8%
EBITDA / Gross Profit (%) 28.3% 36.6%
Capex (m) 84 85 0.3%
Capex / Sales (%) 1.4% 1.1%
Panel B - Deal Metrics
Entry Exit (IPO)
Jun 06 Mar 10
Enterprise Value (m) 3,020 3,900
EV / EBITDA 8.7 7.9
Net Debt (m) 2,250 1,830
Net Debt / EBITDA 6.5 3.7
Equity (m) 770 2,070
Net Debt / Equity 2.9 0.9
Panel C - Returns*
IRR (%) 30%
Money Multiple (x) 2.8
* Return measures calculated based on realised proceeds and value of residual
stake at the end of 2011.

34

Table 3
ACQUISITIONS UNDERTAKEN IN PRIMARY AND SECONDARY BUYOUT
This table presents the acquisitions undertaken by Brenntag under the ownership of Bain
Capital and BC Partners respectively. For BC Partners, all acquisitions until the end of 2010
were considered.


Panel A - Acquisitions under Bain Capital Ownership
Company Country Region
Sales prior to
acquisition (m)
Orlen Polimer Poland Eastern Europe n/a
Aquacryl / Chemacryl UK Western Europe 12
South Texas Oil and Gas USA North America n/a
Especialidade Puma Spain Southern Europe n/a
Chem-On Switzerland Western Europe 11
Quadra Chemicals USA North America 66
Group Alliance Africa 12
LA Chemicals North America 139
Albion Chemicals Group Europe 276
Schweizerhall Chemie Europe 140
Total Number of Acquisitions 10
Total Acquired Sales (m) c. 700
Total Acquired EBITDA (m) c. 50
Panel B - Acquisitions under BC Partners Ownership
Company Country Region
Sales prior to
acquisition (m)
Wil-ChemSpeciality Chemicals Canada North America n/a
St. Lawrence Chemical Canada North America 87
Ulrich Chemcial USA North America 70
Natural World Italy Southern Europe n/a
Abaci Turkey Middle East n/a
Schoofs USA North America n/a
BASF Distribution Center Mexico North America n/a
Yara Chemical Distribution Division Sweden Northern Europe n/a
Dipol Chemical International Ukraine Eastern Europe 68
C.N. Schmidt The Netherlands Western Europe n/a
Rhodia Several Asia-Pacific 56*
Inquimex Argentina Latin America n/a
Aeromaster Turkey Middle East n/a
Trend Gida Turkey Middle East n/a
Austro Mexico North America n/a
CH Chemicals South Africa Africa n/a
East-Chem Canada North America n/a
EAC Several Asia Pacific 220
HCC Industrial Solvents Division USA North America 23
Metausel France Western Europe n/a
Productos Riba Food & Water Treatment Division Spain Southern Europe 11
Total Number of Acquisitions 21
Total Acquired Sales (m) c. 500
Total Acquired EBITDA (m) c. 35
* Distribution sales only, in addition Rhodia acts as sales agent for third parties. These commission sales amount to c. 200m
2009
2010
2004
2005
2006
2006
2007
2008

35

Table 4
VALUE CREATION IN PRIMARY AND SECONDARY BUYOUT
This table compares the performance of Brenntag across the three main value creation drivers,
namely operating performance, leverage and multiple expansion, as well as equity returns for
both primary and secondary buyout.



Bain Capital BC Partners
1st LBO 2nd LBO
Operating Performance
Gross Profit Growth p.a. (%) 6.3% 8.7%
EBITDA Growth p.a. (%) 12.1% 15.9%
Delta Capex in % of Sales -1.2% -0.3%
Leverage Effect
Net Debt / EBITDA at Entry 4.2 6.5
Net Debt / Equity at Entry 3.6 2.9
Multiple Expansion
Delta Enterprise Value / EBITDA 3.6 -0.6*
Equity Returns
IRR (%) 100+ 30
Money Multiple (x) 5.3 2.9
Holding Period (years) 2.5 3.8
* Based on weighted aver exit valuation per December 2011.

1


Figure 1
LEVERS OF VALUE CREATION IN THE SECONDARY BUYOUT OF BRENNTAG




Val ue creati on profi l e i n secondary vs. pri mary buyouts
P1a
Further operational performance improvements
Higher leverage expansion
Lower multiple expansion
Enhanced incentive alignment through increased appreciation
of the mechanics of the management package
Enhanced incentive alignment through
greater commitment to the management package
Lower information asymmetries between lenders and PE group
Similar negotiation and market timing skills of seller and buyer
Voluntary exit prior to full realization of operational value creation
Dri vers of val ue creati on i n secondary buyouts
Forced exit prior to full realization of operational value creation
P1b
P2a
P2b
P3
P4
Enhanced incentive alignment through
additional participants in the management package
P2c
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