Exam – Leveraged Buyouts, Debt Structure & PE
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What is a leveraged buyout (LBO)?
In a leveraged buyout, a private equity firm (often called the financial sponsor)
acquires a company with most of the purchase price being funded through the use of
various debt instruments such as loans, bonds. The financial sponsor will secure the
financing package ahead of the closing of the transaction and then contribute the
remaining amount.
Once the sponsors gain majority control of the company, they get to work on
streamlining the business - which usually means operational improvements,
restructuring, and asset sales intending to make the company more efficient at
generating cash flow so that the large debt burden can be quickly paid down.
The investment horizon for sponsors is 5-7 years, at which point the firm hopes to exit by either:
Selling the company to another private equity firm or strategic acquirer
Taking the company public via an initial public offering (IPO)
Financial sponsors usually target returns of ~20-25% when considering an investment.
Explain the basic concept of an LBO to me using a real-life example.
One metaphor to explain an LBO is "house flipping," using mostly borrowed money. Imagine
you found a house
on the market selling for a low price, in which you see an opportunity to sell it later for a higher
price at a
profit. You end up purchasing the house, but much of the purchase price was financed by a
mortgage lender,
with a small down payment that came out of your pocket. In return for the lender financing the
home, you have
a contractual obligation to repay the full loan amount plus interest.
But instead of purchasing the house to live there, the house was bought as a property
investment with the plan
to put the house back on the market in five years. Therefore, each room is rented out to tenants
to generate
monthly cash flow. The mortgage principal will gradually be paid off and the periodic interest
payments are
,paid down using the rental income from the tenants. Home renovations are completed with the
remaining
amount and any existing property damages are fixed - again, using the rental income.
After around five years, the house is sold for a price higher than the initial purchase due to the
improvements
made to the house and because the house is located in an area where home values have been
increasing. The
remaining mortgage balance will have to be paid in full, but you pocket a greater percentage of
the proceeds
from the sale of the house because you consistently paid down the principal.
What is the intuition underlying the usage of debt in an LBO?
The typical transaction structure in an LBO is financed using a high percentage of borrowed
funds, with a
relatively small equity contribution from the financial sponsor. As the debt principal is paid
down throughout
the holding period, the sponsor will realize greater returns at exit. Therefore, private equity
firms attempt to
maximize the amount of leverage while keeping the debt level manageable to avoid bankruptcy
risk.
The logic behind why it's beneficial for sponsors to contribute minimal equity is due to debt
having a lower
cost of capital than equity. One reason the cost of debt is lower is that debt is higher on the
capital structure -
as well as the interest expense being tax-deductible, which creates a "tax shield." Thus, the
increased leverage
enables the firm to reach its returns threshold easier.
What is the typical capital structure prevalent in LBO transactions?
LBO capital structures are cyclical and fluctuate depending on the financing environment, but
there has been a
structural shift from D/E ratios of 80/20 in the 1980s to around 60/40 in more recent
years.
The different debt tranches include leveraged loans (revolver, term loans), senior
notes, subordinated notes, high-yield bonds, and mezzanine financing. The majority of
the debt raised will be senior, secured loans by banks and institutional investors before
riskier types of debt are used. In terms of equity, the contribution from the financial
sponsor represents the largest source of LBO equity. Sometimes, the existing
, management team will rollover a portion of their equity to participate in the potential
upside alongside the sponsor.
Since most LBOs retain the existing management team, sponsors will usually reserve anywhere
between 3% to
20% of the total equity to incentive the management team to meet financial targets.
What are the main levers in an LBO that drive returns?
1. Debt Paydown (Deleveraging): Through deleveraging, the value of the private equity firm's
equity
grows over time as more debt principal is paid down using the acquired company's free cash
flows.
2. EBITDA Growth: Growth in EBITDA can be achieved by making operational improvements to
the
business's margin profile (e.g., cost-cutting, raising prices), implementing new growth strategies,
and
making accretive add-on acquisitions.
3. Multiple Expansion: In the ideal scenario, the financial sponsor hopes to exit an investment at
a higher
multiple than entry. The exit multiple can increase from improved investor sentiment, better
economic
conditions, increased scale or diversification, and favorable transaction dynamics (e.g.,
competitive
auction led by strategics).
What attributes make a business an ideal LBO candidate?
- Strong Free Cash Flow Generation: The ideal LBO candidate must have predictable, FCF
generation with high margins given the amount of debt that would be put on the business. To
make the interest payments and debt paydown, consistent FCF generation year-after-year is
essential and should be reflected in the target's historical performance.
- Recurring Revenue: Revenue with a recurring component implies there's less risk associated
with the cash flows of the company. Examples of factors that make revenue more recurring
include long-term customer contracts and selling high-value products or services required by
customers, meaning the product/service is necessary for business continuity (as opposed to
being a discretionary, nonessential spend).
- "Economic Moat": When a company has a "moat," it has a differentiating factor that enables a
sustainable competitive advantage, which leads to market share and profit protection from