Leveraged Buyouts: A Guide to Understanding the Pros, Cons & Logic Behind LBOs (2022)

Here, we will discuss a bit more on what goes in with a leveraged buyout and what are some of the positives and negatives which are associated with this type of business financing. First, what is a leveraged buyout? As the name suggests, it is a simple reference to the use of leverage (or debt) to fund the purchase of a business. A company will “lever-up,” taking a very small portion of their own funds to purchase a business, while borrowing the remainder which could represent a great deal of money.

Here is how a leveraged buyout will generally go down (in the simplest terminology possible):

1. A company is purchased using an inordinate amount of debt.

2. The holding company(many times a private equity group) will hold the company for for a limited period of time.

3. Sometimes cash is taken out prior to selling.

4. In 3 to seven years you hopefully will sell for a massive return (IPO or an M&A exit) and reap the rewards of a great return.

Who are some of the more well-known companies who have engaged in such transactions? Bain Capital (Mitt Romney’s little babe), KKR, Cerberus, Texas Group and evenBerkshire Hathawayhas engaged in them (yes, they are more than a buyout fund).

Ah, yes, but how do LBOs add value? This is a fairly controversial question, especially among academics, but tax shields play a huge factor in the value created through leveraged buyouts. The practitioners themselves will claim LBOs help in the following ways:

And what types of firms are generally the type of candidate that would fit an LBO? Mature and declining industries with low growth and steady cash flows who are in need of necessary cost discipline implementation. In some cases, leverage can also help in bargaining with unions, but this particular benefit has never worked with Chrysler.

Before I delve into the hard-line research on howleveraged buyoutsactually can add value, let me first cite a few quotes from industry-leaders to the contrary (you know, just to spice things up a bit).

Now, that we have some peoples’ opinion on how LBOs are actually value destroying here are some results from a forthcoming paper by Harford and Kolasinski, stating that refutes the aforementioned statements. According to the paper, written by two B-school profs. at the University of Washington, LBO firms which were eventually sold to a strategic buyer actually create value. In addition, work by Cao and Learner support the same findings: LBOs really do add value and are not necessarily the result of “rape and pillage tactics.”

(Video) Basic leveraged buyout (LBO) | Stocks and bonds | Finance & Capital Markets | Khan Academy

LBO targets taken public again in IPO’s generally outperform benchmarks in three years post-IPO (Cao & Learner, 2008)LBO targets sold to public strategic buyers see the buyer’s stock price go up upon acquisition announcement and there is no evidence of long-run underperformance after the acquisition has taken place (Harford & Kolasinski, 2010).

In instances when the LBO target is owned by a PE fund CAPX tends to decline (but CAPX is generally less sensitive to losses for LBO targets than for public control companies. In addition, there is a seen an improved ROA after the LBO has taken place (generally amounting to about 2%). Bankruptcy rate is also considerably low (hovering around ~15% or so). Finally, bankruptcy is generally unrelated to special dividends (Harford & Kolasinski, 2010).

Source: Harford & Kolasinski (2011) & Cao and Lerner (2009)

Common Types of LBO Debt

Leveraged finance, particularly in the private equity world, came under scrutiny when it was used heavily in the 1980’s. While the disdain from many groups has not ebbed, there remains a very strong case for leveraged finance and many instances where it can be a useful and needed tool in sourcing appropriate financing. Here we discuss some of the most common forms of leveraged buyout financing, how each form works and what parameters lenders use to determine the level of leverage to be extended in a given deal.

Senior Revolving Debt — Revolving debt is typically secured one of several ways. Senior revolving debt is often tied to a first lien on inventory, accounts receivable and other current assets. It can also have a first or second lien on property, plant, equipment and other fixed assets. Third, senior revolving debt can even hold a lien on certain intangible assets. Finally, liens orpledges are sometimes held against the the stock of the target company or perhaps some of its subsidiaries.Lenders will stop at nothing at working to securitize, in some way, the loan. Senior revolving debt is used frequently when companies are sourcing capital for financing an acquisition, working capital or letter of credit financing. Most frequently senior revolving debt is referred to as commercial paper and is generally provided by institutional lenders, including commercial banks.

Senior Term Debt — Fixed assets are most frequently used as a securitization instrument against any senior term debt. A first or second lien on current assets, intangibles or target company stock is also used. Typically provided by commercial banks and often combined with senior revolving debt, senior term debt is sometimes even subordinate to the senior revolving debt.

Senior Subordinated or Mezz Debt — Mezzanine (mezz) debt is debt–both secured or unsecured–by junior liens on some of the assets secured by more senior debt. It too is also used as a source for acquisition financing. Because mezz loans are either highly subordinated or not secured against any assets at all, the debt is frequently high-yield and sometimes referred to as “junk.” Mezzanine debt is frequently placed by investment bankers, with many of the purchasers being institutional funds, including insurance companies, pension funds, investment funds and other larger financial institutions.

Sale Leasebacks or Special Arrangements — The type and scope of various sales leasebacks are nearly as broad as they are deep. In most instances a lender will arrange for the purchase of a specific performing asset owned by the business, including facilities, equipment, key software code, data or other necessary assets that may be critical to the business and its operations. The arrangements could include installment purchases of anything from office copiers, to data servers or the data itself. The lender typically pays a large lump sum up-front for the assets (in many cases the critical assets) to the business and the business will lease-back these assets from the lender. These types of loans are used for acquisition financing, working capital, bridge loans for liquidity events and have a place among the fundless sponsorsof the world. There are also those that use this type of financing as a way to complete a tax-advantaged structure off-shore in a way that benefits both the borrower and the lender. The downside here is that sale leasebacks–while not ultimately as expensive as giving away equity–are the most expensive of those mentioned thus far.

Seller’s Subordinated Notes or Warrants — Seller subordinated note or warranted can be either unsecured or secured in a first, second or even third position. In some instances, this type of debt instrument is convertible to common or preferred stock.

Employee Stock Ownership —In some instances, we have seen various types of debt be layered in with an ESOP as a method for financing an acquisition. With the right structure, this helps to assuage some taxes and premiums can sometimes be paid by the acquirer for the purchase of the business. There are several ways to creatively structure such a transaction.

(Video) Leveraged Buy Outs Explained Simply

The options above are not meant to represent the gambit, but they are certainly the most common methods for extending credit to those looking to perform acquisitions, perform a management buyout or to provide a liquidity bridge until the company decides to sell to the general market by broad auction sometime later. When any senior or subordinated lender–typically represented in an institutional setting–using leverage in a transaction, there are key considerations which are often part of gauging whether financing should be extended. Here are a few:

  • The value of the collateral in the event of liquidation
  • The viability of the financial projections and pro-forma financial statements of the borrower
  • Is there enough existing and future cash flow to service both senior and junior debt in the transaction?
  • Will any necessary asset liquidations occur in time and at the right level to properly amortize the term debt or decrease a revolver commitment?
  • A look at the macro status of the industry and overall prospects of the company’s profitability going forward
  • What is the amount of junior debt in a transaction?
  • What is the capacity of the junior creditor to assist the borrower with additional funds in multiple scenarios?
  • The amount of equity currently (or being brought to the table) in the deal.

No two leveraged deals look or behave exactly the same. Determining the right structure of your deal will be dependent on many cogs both in and out of the business. It will also require a broad understanding of the overall market, and how a similar business might behave when highly levered. As always, it’s appropriate to have the assistance of multiple experts when proceeding with any transaction that involves a high degree of risk. LBOs certainly fall in that realm.

Private Equity & Long Term Investing with Leveraged Buyouts

Mainstream, larger deals generally get much more press coverage and clout. For one, they are almost always larger, ranging in the $50 million plus range. While this may be the most compelling reason for the more rampant press coverage, there are other more disconcerting reasons for following such PEG deals. Such deals often involve much more leverage and have a fairly short time horizon. One of the non-traditional exceptions in this “larger” venue is Buffett’s Berkshire Hathaway who buys with the intent to hold forever. This is one of the reasons we are much more drawn to the middle-market M&A arena: it’s a place where longevity and sustainability is not necessarily sacrificed for short term gains, however large.

It is certainly easy to say “we are not all about short term” just as easy it is fora fraudulent company like Enronto profess, “our mission is about integrity.” However, this is generally true of middle-market investors and private equity groups. Many of them work with conservative pension funds which are looking for something that holds long-term sustainability. Buying and holding seems logical, especially when value is what has been purchased. Companies that produce steady month-on-month and year-on-year returns for investors should not only not be leveraged but they should be praised and sought after. Middle-market M&A firms are constantly looking for such deals, ready to pounce when the right one comes along.

Because just about every firm, company and corporation would like to have a fund to help expand and increase value in the company for its owners and investors, it almost goes without saying that long-term investors and partners look more inviting to owners of such businesses. And since, you are reading a blog about M&A, it only makes sense that we would suggest finding the services of a professional advisor when entering into talks with a private equity group. Of course we would say that. However, let me enumerate some of the benefits of doing so:

  • M&A advisors work to determine current market valuation for the company.
  • Consultants work to find a wide range of potential buyers and investors for expansion. The better the network of your consultancy firm, generally the better
  • Investors are generally familiar with such firms. There is a pre-established level of which allows businesses owners to bypass a stage in the process which requires relationships to be built. In our experience, this is one of the most beneficial aspects of working with an.

Of course matching sellers or wish to sell and buyers who want to buy is all dependent on what each side is looking for. However, if your company offers an opportunity for returns above the cost of capital or the next best alternative for a client, PEG or investor in our network, please let us know we can generally find a good match up. There are a number of companies which are poorly run and can be expanded with the help of some oversight from experienced managers within a private equity group. I personally hate leverage. So anything that avoiding levering-up to extract value is better than debting out a middle-market company and then leaving nothing left for the management left in place. In my mind it’s an unethical business practice at best.

Leveraged Buyouts Offer a Mix of Debt & Equity

Leveraged buyouts (LBOs) continue to be a popular choice in the merger and acquisition environment. This type of financing is characterized as one in which purchase of the target company is financed through a mix of equity and debt, and the cash flows or assets are then used to secure and repay the debt.

The key is that the debt typically has a lower cost of capital than does the equity. Therefore, the returns on the equity will rise with the increased debt. This allows the debt to effectively serve as a “lever” to increase returns, which explains the name “leveraged” buyout.

Popular in the mergers and acquisitions arena, leveraged buyouts pop up frequentlywhen a financial sponsor ends up acquiring a company. You may have also heard the term used todescribe situations when corporate transactions are partially funded by bank debt.

An LBO can take many forms, including, but not limited to:

(Video) LBO Model: Leveraged Buyout Model Tutorial

  • management buyout;
  • management buy-in;
  • secondary buyout; and
  • tertiary buyout.

You may also come across LBOs under a number of circumstances, including restructuringsituations, growth situations and insolvencies, as well as companies experiencing stability. Although they most often occur with private companies, it is possible for an LBO to take place with a public company. This is also known as a PtP or Public to Private transaction.

ContinuedPopularity

LBOs enjoy popularity in the mergers and acquisitions environment because they are often capable of delivering a win-win for both the bank and the financial sponsor. Banks can make significantly greater margins by supporting the financing of LBOs compared to typical corporate financing. Financial sponsors, on the other hand, gain the ability to increase the returns on equity by bringingthe leverage into play.

Private equity firms and LBOs

Hundreds of leveraged buyouts by private equity firms take place each year. Typically, these firms offer to buy a controlling stake in the target company utilizing leverage they received from banks, all based on the financials of the company. It is not unusual for these firms to have little of their own skin in the game when purchasing the business, resulting in tremendous returns.

You will generally see this type of buyout referred to as a sponsored leveraged buyout, meaning the equity player is the sponsor.

Private equity firms generally receive sizablefees at the start, along with additional consulting fees while operating the target company, and the lion’s shareof the investment profits. You can expect average annual management fees to run from about 1.5 to 2.5 percent, and average profits shares to be about 20 percent. At the same time, management is left withless than 20 percent stake in the company.

More Management Control

If a business is financially stable, another approach using a similar financing technique could offer management considerably more operating control. In this scenario, management is able to retain 85 to 100 percent ownership in the targeted company.

This type of buyout is known as a non-sponsored leverage buyout and is not unlike other types of business financing. However, to be successful, this type of LBO depends on:

(Video) Leveraged Buyouts (LBOs) – CH 4 Investment Banking Valuation Rosenbaum

  • A quality company and management team, giving lenders and investors necessary confidence.
  • Agreement on purchase price, a process that can be as simple or complex as the parties make it. Most small-to-medium-sized firms are valued somewhere in the range of 4 to 7 percent of cash flow, soa purchase price in this range can help to make the LBO
  • An understanding of financing optionsbeyond the ability to getdebt from banks and equity from buyout funds. These includesubordinated debt lenders, corporate development companies, hedge funds or other specialty funding sources.

Even ifthe financing falls short of what is wanted by the owner, management and the owner can go forward withthe transaction. However, in these cases, the owner may keepa portion of the business until equity is repaid.

Variations inDebt Ratio

The level of debt a bank is willing to provide an LBOvaries greatlybased on thequality of the targeted assets, measured bystability of cash flows, hard assets, growth prospects, and history. Also factored into a bank’s decision is the history and experience of the financial sponsor, along with the amount of equity the financial sponsor is able to supply.

Companies that featureextremely stable and secured cash flows may be able to receive debt volumes of up to 100 percent. But typically, companies are looking more realistically at 40 to 60 percent of purchase price. Variations among regions and industries of the targetcompany are not uncommon.

What Amount of Equity is Needed in a Leveraged Buyout?

I dislike the safe, generalized answer to complex questions: “it depends.” While it is frequently overused, the annoyance typically comes when a poor explanation is provided for the potential deviation. When it comes to requisite equity in a leveraged buyout transaction, the pendulum can swing all over the map. It is sufficient to note that nearly all leverage requires some equity “skin.” It is as true as when you are acquiring a $200K home or a $200M corporation. The following are typical questions that occur when a buyer or seller is considering leverage as part of a buyout or recapitalization of the business:

What amount of equity (as a percentage of the overall deal) will be required to complete the leveraged buyout?

Where will the equity come from?

The lender’s primary goal will be to ensure the necessary solvency of the business going forward. How much equity is required is often dependent on several factors including the lender’s confidence in the continued operations of the business, the type of business, existing debt structures (including senior and subordination of existing and proposed debt), the industry and the general lifecycle of the business itself. Today’s lenders could include private investors, mezzanine lenders or SBICs.

Because continued company solvency requires a minimum amount of equity contribution to a deal, the required equity amount is dependent on many factors, including those imposed by the lender, the business of the seller and the overall state of the lending market. The type of market, the size of the business and purpose of the LBO also all play as factors to the transaction.

Senior, subordinated and equity parties in a transaction often play a complex game of give-and-take in LBOs. It is in the senior lenders’ best interest to maximize the amount of sub debt and equity to the deal. The subordinated lenders, on the other hand, will attempt to max the amount of equity required in the deal. Finally, the equity investors will nearly always attempt to minimize the amount of equity contributed, maximize the senior debt (as it holds the lowest interest rate) and bridge the difference with subordinated or mezzanine debt.

(Video) Existing Debt in Leveraged Buyouts: Why It Doesn't Matter

When it comes time to fund a leveraged buyout transaction, the overall state of the lending market is perhaps the biggest dictator in how much equity will be required in a transaction. When LBOs were sexiest in the 1980s, it was not uncommon for deals to be financed with as little as 3% to 5% equity in the deal. This occurred during a time when debt multiples were as high as 9x the corresponding EBITDA. Around the market drop in 2001, required equity hit as high as 35% while debt multiples to EBITDA were more conservatively between 3.5x and 4x. Today we are seeing a relative range, but 25% is a good benchmark with debt multiples (including senior and sub) in the 4x to 5x range on the ultimate high-side.

How the equity is obtained is a matter of negotiation. Some may require cash. Others may allow for equity to be rolled over as part of a company recapitalization. Again, the structure also depends on the deal and how hungry both lender and borrower are for consummating something. In short, leverage is not free. While quantitative easing may have pushed interest rates down, that doesn’t mean the cost of borrowing cannot be exacted in other ways. If you’re looking to acquire a company using a mix of debt and equity,be sure to bring the pound(s) of flesh required by the lenders.

Conclusion

So despite popular anti-LBO opinion, they can not only serve a purpose, but can also add value to organizations who engage in them. Perhaps it is our negative view on debt which turns us off to them. Or maybe it has something to do with the type of people who tend to engage in the — at least the stereotypes of those types of people. Or maybe it has something to do with what we are choosing to believe beyond the facts. I myself tend to believe that it is not the LBO that is adding the value itself, but the management put in place during the time an LBO takes place that adds the value. Or, the businesses just makes sense to someone who is able to see something that others do not–the diamond in the rough, so to speak. Whatever the case may be, LBOs certainly do have their place. Please let us know your opinion. Do LBOs add value or not?

FAQs

What are the pros and cons of leveraged buyout? ›

LBOs have clear advantages for the buyer: they get to spend less of their own money, get a higher return on investment and help turn companies around. They see a bigger return on equity than with other buyout scenarios because they're able to use the seller's assets to pay for the financing cost rather than their own.

What are the 3 types of LBOs? ›

TYPES OF LBOS

These are 1) taking a public company private, 2) financing spin-offs, and 3) carrying out private property transfers frequently related to ownership changes in small business.

What percentage does LBOs fail? ›

Tracking a sample of 484 public to private LBOs for 10 years after going private, we find a bankruptcy rate of approximately 20%, an order of magnitude greater than the 2% bankruptcy rate for the control sample.

What is leveraged buyout and its advantages? ›

A leveraged buyout (LBO) is the acquisition of another company using a significant amount of borrowed money (bonds or loans) to meet the cost of acquisition. The assets of the company being acquired are often used as collateral for the loans, along with the assets of the acquiring company.

Why do LBOs fail? ›

If the company's cash flow and the sale of assets are insufficient to meet the interest payments arising from its high levels of debt, the LBO is likely to fail and the company may go bankrupt.

What is a leveraged buyout example? ›

Private equity companies often use LBOs to buy and later sell a company at a profit. The most successful examples of LBOs are Gibson Greeting Cards, Hilton Hotels and Safeway.

What makes a good LBO candidate? ›

What Makes a Good LBO Candidate? LBO Candidates are characterized by strong, predictable free cash flow (FCF) generation, recurring revenue, and high profit margins from favorable unit economics.

What is the difference between an LBO and acquisition? ›

An LBO involves a higher debt-to-equity ratio than most ordinary corporate acquisitions. An LBO secures the acquisition debt with the acquired company. This is the defining feature of an LBO.

What happens to existing debt in LBO? ›

For the most part, a company's existing capital structure does NOT matter in leveraged buyout scenarios. That's because in an LBO, the PE firm completely replaces the company's existing Debt and Equity with new Debt and Equity.

How do leveraged buyouts create value? ›

Financial sponsors tend to create value in LBO transactions in three different ways: operational improvements, debt expansion and multiple expansion. The first two forms concern improvements of the target's financial and operational performance.

Why are LBOs popular? ›

LBOs enjoy popularity in the mergers and acquisitions environment because they are often capable of delivering a win-win for both the bank and the financial sponsor. Banks can make significantly greater margins by supporting the financing of LBOs compared to typical corporate financing.

Why do LBOs use debt? ›

Simply put, the use of leverage (debt) enhances expected returns to the private equity firm. By putting in as little of their own money as possible, PE firms can achieve a large return on equity (ROE) and internal rate of return (IRR), assuming all goes according to plan.

How do you increase returns on an LBO? ›

The 3 most common ways to increase IRR are: growing EBITDA, paying off debt, and increasing the exit multiple. Growing EBITDA is the most common way to increase IRR.

Can anyone do a leveraged buyout? ›

In principle, a buyer can acquire a business with 'no money down' if the seller's asking price is lower than the value of the company's assets. For this strategy to work, the seller has to sell the company for 90% of the assets value (or less).

Are LBOs hostile? ›

LBOs are also commonly known as hostile takeovers because the management of the targeted company may not want the deal to go through. Leveraged buyouts tend to occur when interest rates are low, reducing the cost of borrowing, and when a particular industry or company is underperforming and undervalued.

How are LBOs financed? ›

A leveraged buyout (LBO) is a type of acquisition whereby the cost of buying a company is financed primarily with borrowed funds. LBOs are often executed by private equity firms who raise the fund using various types of debt to get the deal completed.

What are the types of buyout? ›

There are two types of buyouts: Management buyouts, in which the existing management team buys the company's assets and takes the controlling share. Leveraged buyouts, which are buyouts funded with borrowed money.

Who pays the debt in an LBO? ›

High Yield Debt/Subordinated Debt

In the event of a liquidation, high yield debt is paid before equity holders, but after the bank debt. The debt can be raised in the public debt market or private institutional market. Its payback period is typically 8 to 10 years, with a bullet repayment and early repayment options.

How much is LBO debt? ›

LBO Overview

Generally speaking, the debt will constitute a majority of the purchase price—after the purchase of the company, the debt/equity ratio is typically around 2.0x or 3.0x (i.e., usually the total debt will be about 60-80% of the purchase price).

Why do companies do leveraged buyouts? ›

Leveraged buyout (LBO)

This lets the buyer set new goals for the business and restructure the management team to achieve them. Two common forms of leveraged buyout are: Management buyout (MBO)—when a company's senior management team purchases all or part of the business.

What is leveraged buyout? ›

A leveraged buyout, or LBO for short, is the process of buying another company using money from outside sources, such as loans and/or bonds, rather than from corporate earnings.

Why are LBOs popular? ›

LBOs enjoy popularity in the mergers and acquisitions environment because they are often capable of delivering a win-win for both the bank and the financial sponsor. Banks can make significantly greater margins by supporting the financing of LBOs compared to typical corporate financing.

How is LBO calculated? ›

Sponsors also measure the success of an LBO investment using a metric called "cash-on-cash" (CoC). CoC is calculated as the final value of the equity investment at exit divided by the initial equity investment, and is expressed as a multiple. Typical LBO investments return 2.0x - 5.0x cash-on-cash.

Who finances a leveraged buyout? ›

A leveraged buyout (LBO) is a type of acquisition whereby the cost of buying a company is financed primarily with borrowed funds. LBOs are often executed by private equity firms who raise the fund using various types of debt to get the deal completed.

What makes a good LBO candidate? ›

What Makes a Good LBO Candidate? LBO Candidates are characterized by strong, predictable free cash flow (FCF) generation, recurring revenue, and high profit margins from favorable unit economics.

Can anyone do a leveraged buyout? ›

In principle, a buyer can acquire a business with 'no money down' if the seller's asking price is lower than the value of the company's assets. For this strategy to work, the seller has to sell the company for 90% of the assets value (or less).

How do you run a leveraged buyout? ›

Summary of Steps in a Leveraged Buyout:

Link the three financial statements and calculate the free cash flow of the business. Create the interest and debt schedules. Model the credit metrics to see how much leverage the transaction can handle. Calculate the free cash flow to the Sponsor (typically a private equity firm ...

How does leverage increase returns? ›

Leverage is the strategy of using borrowed money to increase return on an investment. If the return on the total value invested in the security (your own cash plus borrowed funds) is higher than the interest you pay on the borrowed funds, you can make significant profit.

When should a company consider an LBO transaction? ›

There are two situations in which a company could potentially be bought with no equity from the buyer. The first one is if the seller offers 100% financing. The second one is if the target company is sold for a price that is below the appraised value of its assets.

What are the main drivers of an LBO? ›

The core drivers of value creation in an LBO are Purchase Price, Cash Flow, and EBITDA Expansion.

What does recapitalization mean? ›

Recapitalization is the restructuring of a company's debt and equity ratio. The purpose of recapitalization is to stabilize a company's capital structure. Some of the reasons a company may consider recapitalization include a drop in its share price, to defend against a hostile takeover, or bankruptcy.

What variables impact an LBO most? ›

What variables impact an LBO model the most? Purchase and exit multiples have the biggest impact on the returns of a model. After that, the amount of leverage (debt) used also has a significant impact, followed by operational characteristics such as revenue growth and EBITDA margins.

What happens to existing debt in LBO? ›

For the most part, a company's existing capital structure does NOT matter in leveraged buyout scenarios. That's because in an LBO, the PE firm completely replaces the company's existing Debt and Equity with new Debt and Equity.

What type of valuation is an LBO? ›

The LBO (or leveraged buyout) valuation model estimates the current value of a business to a "financial buyer", based on the business's forecast financial performance.

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