Leveraged Buyout (LBO) Private Equity
Leveraged Buyout (LBO) Private Equity
Leveraged Buyout (LBO) Private Equity
Characteristics of LBO
1. Stable cash flows - The company being acquired in a leveraged buyout
must have sufficiently stable cash flows to pay its interest expense and
repay debt principal over time. So mature companies with long-term
customer contracts and/or relatively predictable cost structures are
commonly acquired in LBOs.
2. Relatively low fixed costs - Fixed costs create substantial risk for Private
Equity firms because companies still have to pay them even if their
revenues decline.
3. Relatively little existing debt - The "math" in an LBO works because the
private equity firm adds more debt to a company's capital structure, and
then the company repays it over time, resulting in a lower effective
purchase price; it's tougher to make a deal work when a company
already has a high debt balance.
4. Valuation - Private equity firms prefer companies that are moderately
undervalued to appropriately valued; they prefer not to acquire
companies trading at extremely high valuation multiples (relative to the
sector) because of the risk that valuations could decline.
5. Strong management team - Ideally, the C-level executives will have
worked together for a long time and will also have some vested interest
in the LBO by rolling over their shares when the deal takes place.
In addition to the equity provided by the private equity sponsor, buyers often
use borrowed funds to comprise the total purchase price when executing a
buyout. A key feature of an LBO is that the borrowing takes place at the
company level, not with the equity sponsor. The company that is being bought
out by a private equity sponsor essentially borrows money to pay out the
former owner.
➢ Bank Financing: A private equity sponsor often uses borrowed funds
from a bank or from a group of banks called a syndicate. The bank
structures the debt (revolving, term debt or both) in various tranches
and lends money to the company for working capital and to pay out the
exiting ownership.
➢ Bonds or Private Placements: Bonds and private notes can be a
source of financing for an LBO. A bank or bond dealer acts as an
arranger in the bond market on behalf of the company being sold,
assisting the company in raising the debt on the public bond market.
➢ Mezzanine, Junior or Subordinated Debt: Subordinated debt (also
called mezzanine debt or junior debt) is a common method for
borrowing during an LBO. It often takes place in conjunction with senior
debt (bank financing or bonds as described above) and has features
that are both equity-like and debt-like.
➢ Seller Financing: Seller financing is another means of financing an
LBO. The exiting ownership essentially lends money to the company
being sold. The seller takes a delayed payment (or series of payments),
creating a debt-like obligation for the company, which, in turn provides
financing for the buyout.
Advantages of LBO
• Responsibility to pay interest and repay the debt, forces the
management to perform better which results in increased productivity.
• Restructuring and use of the acquired firm’s asset saves the costs
Economies of scale
• For better performance technology is updated and large amounts of
production leads to economies of scale.
• Because of huge Debt; payments of dividends are not necessary.
• Tax shield: Because of debt financing, there are interest tax shields
which increases cash flow to the shareholders.
Limitation of LBO
• There are uncertainties associated with financials.
• Because of high leverage, there will be inappropriate investment policy
• If the cash flow is low and an inability to pay principal and debt, can lead
to bankruptcy of the firm.
• Carrying out LBO deal can be dangerous to the companies which are
vulnerable to competition.
• High debt payment may affect company’s credit rating.
MBO
A management buyout (MBO) is a transaction where a company’s
management team purchases the assets and operations of the business they
manage. A management buyout is appealing to professional managers
because of the greater potential rewards and control from being owners of the
business rather than employees.
Objectives of MBO
• Management buyouts are conducted by management teams as they
want to get the financial reward for the future development of the
company more directly than they would do as employees only.
• A management buyout can also be attractive for the seller as they can
be assured that the future stand-alone company will have a dedicated
management team thus providing a substantial downside protection
against failure and hence negative press.
• Additionally, in the case the management buyout is supported by a
private equity fund (see below), the private equity will, given that there is
a dedicated management team in place, likely pay an attractive price for
the asset.