5: LBO Flashcards
- The average debt level of LBOs was found to be (Large firms)
75% Debt, 25% Equity
- Debt Structure
- Mostly Syndicated Debt
- Debt in different tranches
- Interest only with final “bullet” repayment popular, especially in US
- Leverage higher in buyouts where leverage is higher in similar firms?
Empirical evidence for large firms did not find any context between these. Can be explained by:
1: LBO firms are uncharacteristic from other firms
2: Debt level is driven by other things than similary
- Lower lev firms are often __
- More profitable
- Higher growth potential
- Variable CF’s
- What can increase leverage for public firms?
- Higher Corporate Tax
- Higher interest rates can in theory lead to?
- Can not borrow as much as they would do if it was lower, so lower leverage
- How can PE deals be structured?
1: Exclusively PE to Target company
- Very rare
2: PE houses compete in auctions
- Most common
- Can cooperate with other PE houses in competition against other groups
- Auction conducted usually by Investment Bank
3: Public-to-Private
- What is a shell company?
- No employees or office
- No actual assets or business operations
- Function as a transactional vehicle
- Use this shell company in auctions
- Sponsored by one or more PE houses
- Nature of the debt
- Average 75% Debt
- Syndicated debt
- Several tranches
- Average initial capital structure in LBOs
- 75% debt, 25% Equity
- Senior debt
- Secured debt secured by assets or other collateral
- Debt prioritized for repayment in case of bankruptcy or liquidation
- Subordinated debt
- Get paid after senior debt in case of bankruptcy or liquidation
- Any type of loan that is paid after senior debt
- Increase in valuation had a correlation with ___
- Increase in debt and reduction in equity.
- MM
- Capital structure should be irrelevant
- Hence amount of leverage is irrelevant
- Value only driven by assets, not capital structure
- Trade-off Theory
- Gain from Tax Shields perfectly offset by bankruptcy costs
- Capital Market not perfect, so leverage can affect the value
- APV
- Assumes investors are rational
- Can adjust the values for things like tax advantages of debt
- APV
- Assumes investors are rational
- Can adjust the values for things like tax advantages of debt
- Taxes
• Can affect amount of leverage:
- Tax Shield
- Personal Taxes
- Pecking Order Theory
The cost of financing can be more expensive if its external because of asymmetric information
- How is does PE firms usually finance Buyouts and Venture Delas?
- Buyouts: with Debt
- Venture Deals: with Syndicate Equity
- What is syndicate equity?
- Group of investors or firms who come together
- Private Equity vs Venture Capital
• Both refers to firms that invest in companies and exit by selling their investments in equity financing (e.g., IPOs)
• Differences:
- Size of companies invested in
- Amount of money invested
- Percentages of equity invested
- PE mostly buy established mature companies
- VC buy start-ups with high growth potential
- PE mostly buy 100% ownership
- VC mostly buy 50% or less
- PE invest larger sums
- What are LBOs?
- Generally, it means buying a public firm and taking it private
- But also private to private
- Differences in LBOs, US compared to Europe
- US deals with more debt
- Private to private more common in Europe
- Controversy of LBO Funds
- Fund managers only pay capital gain tax, whereas the employees pay income tax
- Capital gain tax is lower, so rich managers pay less tax!
- LBOs Advantages
- Don’t need lots of Equity
- Can get Tax advantages
- Large potential profits
- Little risk to the buyer
- Small companies can benefit a lot
- How can debt increase returns?
- Debt typically has a lower cost of capital
- So returns on equity will rise with increased debt
- Debt used to increase returns
- LBO Disadvantages
- Target company may have less money to spend on growth because of debt payments
- Ways to finance LBO
- Conventional bank lending
- Bonds, often junk bonds
- Mezzanine lending
- Seller financing: you promise the seller that you will pay off over time
- Debt as a disciplining device
- Jensen: Debt can discipline managers
- SAC study: leverage can give incentive to work harder (90 min to 20 min)
- Book Equity from 162m to -161m
- Income increased a lot. SUCCESS story
- Breach of Trust in Hostile Takeovers
• New owners get rents by taking money from other stakeholders
- Argument that the increase in Target and the acquirer is offset from a loss in stakeholders wealth loss (e.g., human capital)