LEVERAGED BUYOUTS

Leveraged Buyouts Definition/Description

Ø     A leveraged buyout (or LBO, or highly leveraged transaction (HLT) occurs when an investor, typically a financial sponsor acquires a controlling interest in a company's equity and where a significant percentage of the purchase price is financed through leverage (Debt).

Ø     The Debt raised (by issuing bonds or securing a loan) is ultimately secured upon the acquisition target and also looks to the cash flows of the acquisition target to make interest and principal payments.

Ø   Acquisition debt in an LBO is usually non-recourse to the financial sponsor and to the equity fund that the financial sponsor manages.

Ø   The amount of debt used to finance a transaction as a percentage of the purchase price for a leverage buyout target, varies according to the financial condition and history of the acquisition target, market conditions, the willingness of lenders to extend credit. Typically the debt portion of a LBO ranges from 50%-85% of the purchase price, but in some cases debt may represent upwards of 95% of purchase price.

Ø   To finance LBO's, private-equity firms usually issue some combination of syndicated loans and high yield bonds.

•         Small group of investors borrows money to buy the stock of a public corporation.

•         LBO transaction is expected to be reversed with a public offering within three to five years.

Sometimes only a segment, a division or subdivision of the firm is bought

•         Buyout:

An LBO where management plays a significant role.

•         Buyin:

An LBO where outside management plays a significant role.

Leveraged Buyouts History & Market Evolution

Ø  The first leveraged buyout may have been the purchase of two companies: Pan-Atlantic and Waterman  companies (steamship companies) in 1955 by McLean Industries.

§      McLean borrowed $42 million and raised an additional $7 million through an issue of preferred stock.

§      When the deal closed, $20 million of Waterman cash and assets were used to retire $20 million of the loan debt. 

§      The Debt raised (by issuing bonds or securing a loan) is ultimately secured upon the acquisition target and also looks to the cash flows of the acquisition target to make interest and principal payments.

Ø      The use of publicly traded holding companies as investment vehicles to acquire portfolios of investments in corporate assets was a relatively new trend in the 1960s, popularized by the likes of Warren Buffett via Berkshire Hathaway and Victor Posner via DWG Corporation.

Ø      The leveraged buyout boom of the 1980s was conceived by a number of corporate financiers, most notably Jerome Kohlberg, Jr. and later his protégé Henry Kravis and his cousin George Roberts – both working for Bear Stearns – to create KKR.

 

Ø      In 1989, KKR closed in on a $31.1 billion dollar takeover of  RJR Nabisco. It was, at that time and for over 17 years, the largest leverage buyout in history. The event was chronicled in the book (and later the movie), Barbarians at the Gate: The Fall of RJR Nabisco.

Ø       Drexel Burnham Lambert was the investment bank most responsible for the boom in private equity during the 1980s due to its leadership in the issuance of high-yield debt.

Ø      Mega Deals of 2005-2007:  The combination of decreasing interest rates, loosening lending standards, creation of CLOs and regulatory changes for publicly traded companies (specifically the Sarbanes-Oxley Act.) would set the stage for the largest boom private equity had seen.

Ø  Capital Markets: Types of Financing

Ø  Ranks ahead of all other debt and equity capital in the business

Ø   Bank loans are typically structured in up to three tranches: Revolver, TL A and TL B.

Ø   The debt is usually secured on specific assets of the company, which means the lender can automatically acquire these assets if the company breaches its obligations under the relevant loan agreement; therefore it has the lowest cost of debt.

Ø   Typical Maturity 5-7 years

Ø    Senior Debt represent 45-60% of total Capital

Ø    Senior Debt Multiples represent 3.0x – 4.0x of historic EBITDA

Ø   Revolver and TL A (called Pro-rata facilities) are provided by traditional banks

Ø   Term Loan B (called institutional facility) is provided by non-banking institutions (CLOs, Insurance Co., Funds)

Ø  Capital Markets: Types of Financing

Subordinated Debt (Mezzanine)

Ø    Ranks behind senior debt in order of priority on any liquidation.

Ø    The terms of the subordinated debt are usually less stringent than senior debt.

Ø    Repayment is usually required in one ‘bullet’ payment at the end of the term.

Ø   Typical maturity is 8-10 years

Ø    Since subordinated debt gives the lender less security than senior debt, lending costs are typically higher.

Ø    An increasingly important form of subordinated debt is the high yield bond, often listed on US markets.

Ø    They are fixed rate, publicly traded, long-term securities with a looser covenant package than senior debt though they are subject to stringent reporting requirements.

Ø    High yield bonds are not prepayable for the first five years and after that, they are prepayable at a premium (Call premiums)

Ø    SEC requires the Issuer of these bonds to be rated by two independent agencies (Moody’s and S&P)

Ø    Subordinated Debt represent 15-25% of total Capital

  Total Debt (including both the Senior and Sub debt represent 5.0x – 6.0x of historic EBITDA.

Private Equity

Ø    Ranks at the bottom of the “waterfall” in order of priority on any liquidation.

Ø     Equity represent 20-35% of total Capital

Ø  Capital Markets: Types of Financing

Estimate Debt Capacity

Ø    The next step is to estimate the amount of debt that the company can take on.

Ø    The financial statements should make provisions for interest and debt costs.

Ø    The company can only bear debt to the extent that it has available cash flows. Note that all existing debt will need to be refinanced.  When modelling (Equity or Debt investors) the financing assumptions  used are according to market conditions, industry characteristic and company specific issues. Set out below are some parameters that will influence financing considerations for the model:

§    Minimum interest cover (times)

§    Total debt/EBITDA (times)

§    Senior debt repayment (in years)

§    Mezzanine debt repayment (in years)

§    Senior debt interest rate

§    Subordinated interest rate

§    Mezzanine finance exit IRR

Buyout Benefits

•         Tax savings

–        Stepped up asset base.

•         Approximately half of the companies involved in LBOs stepped up their asset base in 1980's (Kaplan, Journal of Financial Economics, 1989)

–        Tax shields from interest payments.

•         One should realize, however, that these benefits should be relatively low when all of the costs and benefits are factored in. Most likely the LBO companies do not have the optimal capital structure in the first few years after the LBO - why would they otherwise not keep those high debt levels?

Advantages include the following:

•         Management incentives,

•         Better alignment between owner and manager objectives,

•         Tax savings from interest expense and depreciation from asset write-up,

•         More efficient decision processes under private ownership,

•         A potential improvement in operating performance, and

•         Serving as a takeover defense by eliminating public investors

Disadvantages include the following:

•         High fixed costs of debt raises firm’s break-even point,

•         Vulnerability to business cycle fluctuations and competitor actions,

•         Not appropriate for firms with high growth prospects or high business risk, and

•         Potential difficulties in raising capital.