Académique Documents
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Environment
March 2011
Macro Indicators
- US
US economy is in midst of a
cyclical recovery
S&P earnings growth on
the rise after a difficult 2009
Employment environment
has been steadily
improving
Inflation holding firm
Housing market still weak
2
Macro Indicators
- US
Going forward, growth
prospects are on a positive
trajectory
CPI appears to be in check
Interest rates should remain
low
3
Macro Indicators
- Canada
Current outlook for the
Canadian economy remains
robust
Leading economic indicator
signaling strong growth
through 2011
Growth in employment
underscores the strength of the
economy
4
Macro Indicators
- Canada
Much like the US, CPI forecast
at reasonable levels and interest
rates remain low
Core inflation was a concern
during 2010. Core inflation has
been trending down, well
below target
Bank of Canada resisting
raising interest rates
Some concern over Personal
Savings Rate and impact on
growth
5
Other Indicators
Canadian dollar has moved
past parity
Strength of Canadian fiscal
policy and higher commodity
prices
Expect Canadian dollar to
remain at or above par in the
medium term
6
Credit Environment
Leverage appears to be
back
2010 set records in both
leveraged loan and high
yield issuances
2011 shaping up to
surpass 2010 from a
volume perspective
Demand for paper
continues to be driven by
low interest rates and
evidence that business
conditions have improved
substantially
7
Credit Environment
The current environment is
supportive for investment
For strategic buyers, earnings
yields versus the cost to invest
indicate a favorable
investment environment
For financial buyers,
borrowing spreads have
returned to pre‐recession
levels
Loan growth in US increasing
Expect this to have a positive
impact on deal activity
8
Deal Statistics
Availability of
leverage has
pushed up
Purchase
multiples
Equity support
for deals (as a %
of deal value) are
also starting to
approach
historic highs
9
Buyer Universe
Financial
PE is motivated to transact
Overweighting of 2005‐2007 vintage funds
5 year investment period
Management fee bias
$500mm of “dry powder”
Strategic
Management/Board Confidence
Ability to pay – accumulated cash, receptivity of debt/equity
markets
10
Credit Market Update
4.5
4.0
3.5
3.0
US$B
2.5
2.0
1.5
1.0
0.5
0.0
2Q05 4Q05 2Q06 4Q06 2Q07 4Q07 2Q08 4Q08 2Q09 4Q09 2Q10 4Q10
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Credit Market Update
Banks are aggressively attempting to deploy capital
Lender
Well structured and well priced deals are being oversubscribed
Behaviour
Foreign banks cautiously returning to market
Borrowers anxious to access bank market with activity levels steadily increasing
Borrower
LBO/MBO activity remains fragile
Behaviour
Following ’08 & ’09 borrowers demanding more aggressive terms from lenders
Drawn spreads and fees have contracted
Pricing
Undrawn fees have stabilized at around 25% of the drawn spread
3 to 5 year commitments for corporates
Tenor 5 year committed tenors have emerged as the market norm for sponsor transactions
Longer tenors remain priced at a premium
12
Representative Metrics
(LBO)
Min. EBITDA for a cash flow loan $5.0 Million $7.5 Million $5.0 Million
Total Required IRR (incl. warrants) 14% to 16% 16% to 22%+ 14% to 16%
13
The Leverage Impact on Value
Financial
Financial buyers typically use IRR in determining value
multiples
Private Equity Groups (“PEGs”) generally target 25%‐30% IRR
Typically speaking, higher leverage availability equals higher
enterprise values
Strategic
Strategic buyers focus on achieving a minimum hurdle rate
based on their WACC
The acquisition should be accretive
Strategics don’t rely on financial engineering to generate returns
14
The Leverage Impact on Value
The illustration is based on the following assumptions:
($ Millions)
Target IRR 30%
EBITDA 10.0
Growth Rate 10%
Sustaining Capex 3.0
Tax Rate 30%
Equity and Senior Debt Financing Only
No Multiple Expansion on Exit
Sale of the Business in 5 Years
Ability to Refinance Senior Debt on the Same Terms
The leverage impact on value for a PEG is as follows:
Market Peak
Today
2009
(Mid 2007)
Amortization 10 7
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The Leverage Impact on Value
1) Acquisition in 2007
($ Millions)
2) ($ Millions) Closing Yr1 Yr2 Yr3 Yr4 Yr5
EBITDA 10
EV(1) / EBITDA 6.0x
Enterprise Value 60 EBITDA 10.0 11.0 12.1 13.3 14.6 16.1
less: Capex (3.0) (3.0) (3.0) (3.0) (3.0)
Debt / EV 60%
Senior Debt 36 less: Interest (2.6) (2.4) (2.1) (1.8) (1.6)
less: Principal (3.6) (3.6) (3.6) (3.6) (3.6)
Amortization 10 less: Tax (1.6) (2.0) (2.5) (2.9) (3.5)
Interest Rate 7.3% Free Cash Flow 0.2 1.1 2.1 3.3 4.5
Equity Investment 24
Assumptions: No Dividends
Capex = Depreciation
Note:
(1) Enterprise Value No changes in working capital
3) Exit at the end of Yr5 4)
($ Millions) Closing Yr5
($ Millions)
Equity Value 89.8
Assumptions:
No Advisory Fees on Exit
16
The Leverage Impact on Value
1) Acquisition Today
($ Millions)
2) ($ Millions) Closing Yr1 Yr2 Yr3 Yr4 Yr5
EBITDA 10
EV(1) / EBITDA 4.3x
Enterprise Value 43 EBITDA 10.0 11.0 12.1 13.3 14.6 16.1
less: Capex (3.0) (3.0) (3.0) (3.0) (3.0)
Debt / EV 47%
less: Interest (0.9) (0.8) (0.6) (0.5) (0.4)
Senior Debt 20
less: Principal (2.9) (2.9) (2.9) (2.9) (2.9)
Amortization 7 less: Tax (2.1) (2.5) (2.9) (3.3) (3.8)
Interest Rate 4.4% Free Cash Flow 2.1 2.9 3.9 4.9 6.0
Equity Investment 23
Assumptions: No Dividends
Capex = Depreciation
Note: No changes in working capital
(1) Enterprise Value
Exit at the end of Yr5
3) ($ Millions)
4) ($ Millions) Closing Yr5
Equity Value 83.3
Assumptions:
No Advisory Fees on Exit
17
Impact Of Value Based On
Economic Uncertainty
Today’s value multiples are dependent on:
Industry type
Return on capital employed
EBITDA margins
Growth
Size
Typically, the larger the deal the higher the multiple
Leverage is easier to attract
18
Impact Of Value Based On
Economic Uncertainty
1. EBITDA Sustainability (lower middle market i.e. EV<$10mm)
Financial
Lack of visibility into the future relative to history (beta increases)
PEGs may add “structure”
10‐40% of the consideration may be in the form of a vendor‐take‐
back (“VTB”) note and/or earn‐out depending on:
industry
deal size (the smaller deals have more structure)
competitiveness of the auction process
leverage availability
If there is a VTB and the acquirer is using sub debt, the discount
rate on the VTB should be higher then the sub debt if the VTB
ranks junior to the sub debt lender
19
Impact Of Value Based On
Economic Uncertainty
Diligence may be protracted
less risk of PEG losing deal if exclusivity period expires
buyers waiting to see if anything “comes out of the woodwork”
could present opportunity for price adjustment
deals not always closing on letter of intent terms
Strategic
Less uncertainty due to industry knowledge
May be able to support EBITDA forecasts through synergies
Well capitalized companies purchased weaker players
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Impact Of Value Based On
Economic Uncertainty
2. Exit Multiple Uncertainty
Financial
In the peak, PEGs may have modeled multiple expansion
Depending on industry, may model in multiple contraction
Strategic
No investment time horizon
Typically use capitalized cash flow approach
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Impact Of Value Based On
Economic Uncertainty
3. Foreign Exchange
Financial
If strong CAD favours target company (i.e. purchasing in U.S.
dollars) PEGs will assume parity, if strong CAD works against
target Company (i.e. selling into U.S.) PEGs will assume historic
average.
Strategic
May be more practical
4. Pension Deficits
Financial & Strategic
Enterprise values adjusted for deficits
Must look at mandatory funding requirements on cash flow levels
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Impact Of Value Based On
Economic Uncertainty
5. Interest Rate
Financial
Cash flow loans are typically based on floating interest rates
Expectation of rising interest rates as the economic growth returns
Uncertainty with respect to timing
Impact of rate increases on covenant package
Strategic
Less of an issue if conservatively capitalized
23
CDN Mid-Market M&A
The Way Forward
PEG Portfolio Exits PEG Lending by Deal Type
Source: Pitchbook Source: Thomson Reuters LPC
2009 was a “disaster”
Very few deals closed
Leverage was scarce
Buyers took a ‘wait and see approach’
Sellers waited for the storm to pass
Lenders with distressed credits were reluctant to exercise on their security as their were no bids for assets
2010 was a year of recovery
2011 is looking very positive
Leverage returning to the market
PEGs needing to “get money out”
Value multiples rising (compelling owners to sell)
Distressed assets finally coming to market
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