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Dr Clive Vlieland-Boddy
Terminology
MBO = Management Buy-Out The purchase of a business by its existing management team MBI = Management Buy-In Similar, but the Entrepreneurs leading the transaction will be from OUTSIDE the company Leveraged = Using external financing, debt and equity LBO = Leveraged buy out normally be existing management LBI = Leveraged buy in. Normally by external parties. EBITDA = Earnings before Interest, Tax, Depreciation and amortisation
MBO Vs MBI
MBO Recent research shows the importance of innovative behaviour, and new product development, which may not otherwise have happened Significantly better performance over 35 years than comparable non-buy-outs
WHY?
Opportunity to enhance performance (commonly for privatisations Retaining the management team gives additional stability Wealth Creation studies prove that in the short term after a buy-out there is substantial improvements in profitability, cash flow and productivity measures
MBO vs MBI
MBI
Typically involve extensive restructuring (traditional accusations of asset stripping) Performance generally less strong than MBOs Therefore pure MBIs (lacking in knowledge of this particular business) are often replaced by the hybrid BIMBO (Buy In Management Buy Out)
Definition of an LBO
Transaction in which a group of private investors uses debt financing to purchase a corporation or a corporate division. Equity securities of the company are no longer publicly traded, though the debt and preferred stock may be publicly traded. Uses entire borrowing structure Often involves an LBO sponsor who contributes capital and expertise (KKR, Bass Brothers, Blackstone, etc.) and management team.
4-6
Rewards
Because of the way deals are structured, the management team will often be given a larger percentage of the equity than is warranted just by their investment
Equity ownership gives increased entrepreneurial control and opportunity to develop their own strategy
Costs / Risks
Cost:
Is the cheapest disposal option for the existing owner
LBO Financing
LBO sponsors have equity funds raised from institutions like pensions & insurance companies Some have mezzanine funds as well that can be used for junior subordinated debt and preferred Occasionally, sponsors bring in other equity investors or another sponsor to minimize their exposure Balance from commercial banks (bridge loans, term loans, revolvers) & other mezzanine sources Banks concentrate on collateral of the company, cash flows, level of equity financing from the sponsor, coverage ratios, ability to repay (5-7 yr)
Common Equity
Typically 25% - 35% of capital structure now, but varies over time. Typically seeking a 20%-30% IRR Often assume exit and entry multiples are the same, but not necessarily a good assumption rarely expect multiple expansion Ask what the exit strategy is likely to be.
Management Ownership
Management puts up 60% to 70% of wealth (excluding residence) Management share of equity (sometimes called management promote) usually increases year by year as they meet targets Managers are sometimes offered chance to buy stock Managers often already own shares in a company that does an LBO and they do not necessarily cash
Exit Strategies
Exit strategies include:
IPO Buyout by a strategic buyer Buyout by another financial buyer Leveraged recapitalization --- not really an exit, but essentially after the debt is paid down to a reasonable level, the entity issues a new round of debt and pays a large dividend to equity holders (or repurchases shares). Some, but not all, equity holders may be taken out.
Suggestions ..
After LBO (Year 1) Profits were 5.0m Add growth 0.5m New Profits 5.5m Less Interest
12m @ 5% 20m @ 8% 3m @ 10% 0.6m 1.6m 0.3m
Vendor Financing
Vendor Financing
The seller agrees that all or part of the agreed sale price will be financed by him. He knows the business he is selling and is in a good position to assess the risks. Often the consideration that the seller is to receive is larger than his requirements. The purchasers are also protected by knowing that if there turns out to be undisclosed issues then they have some redress.