Taken Private

A leveraged buyout (LBO) is the acquisition of a company using a significant proportion of borrowed money ( leverage) to fund the acquisition with the remainder of the purchase price funded with private equity. The assets of the acquired company are often used as collateral for the financing, along with any equity contributed by the acquiror.

While corporate acquisitions often employ leverage to finance the purchase of the target, the term "leveraged buyout" is typically only employed when the acquiror is a financial sponsor (a private equity investment firm).

The use of debt, which normally has a lower cost of capital than equity, serves to reduce the overall cost of financing for the acquisition and enhance returns for the private equity investor. The equity investor can increase their projected returns by employing more leverage, creating incentives to maximize the proportion of debt relative to equity (i.e., debt-to-equity ratio). While the lenders have an incentive to limit the amount of leverage they will provide, in certain cases the acquired company may be "overleveraged", meaning that the amount of leverage assumed by the target company was too high for the cash flows generated by the company to service the debt. As a result, the increased use of leverage increases the risk of default should the company perform poorly after the buyout. Since the early 2000s, the debt-to-equity ratio in leveraged buyouts has declined significantly, resulting in increased focus on operational improvements and follow-on M&A activity to generate attractive returns.

Characteristics

left, 400px, Diagram of the basic structure of a generic leveraged buyout transaction

A leveraged buyout is characterized by the extensive use of debt financing to acquire a company. This financing structure enables private equity firms and financial sponsors to control businesses while investing a relatively small portion of their own equity. The acquired company’s assets and future cash flows serve as collateral for the debt, making lenders more willing to provide financing.

While different firms pursue different strategies, there are some characteristics that hold true across many types of leveraged buyouts:

* High Debt-to-Equity Ratio: LBOs rely on a significant proportion of debt, typically ranging between 50% and 90% of the total purchase price. The remaining portion is financed through equity capital from the financial sponsor.
* Stable and Predictable Cash Flows: Ideal LBO candidates generate consistent operating cash flows to meet debt obligations. Businesses with recurring revenue, high customer retention, and strong profit margins are prime targets.
* Strong Asset Base for Collateral: Companies with tangible assets, such as real estate, inventory, and equipment, provide lenders with security, reducing credit risk.
* Operational and Cost Efficiencies: Financial sponsors aim to improve profitability through cost-cutting measures, operational restructuring, and revenue growth strategies.
* Tax Efficiency: Interest payments on LBO debt are typically tax-deductible, reducing the overall tax burden and improving post-tax cash flows.
* Exit Strategy Focus: Private equity firms plan exit strategies before acquiring a company. Common exit options include an initial public offering (IPO), strategic sale, secondary buyout (SBO), or recapitalization.

Debt volumes of up to 100% of a purchase price have been provided to companies with very stable and secured cash flows, such as real estate portfolios with rental income secured by long-term rental agreements. Typically, debt of 40–60% of the purchase price may be offered. Debt ratios vary significantly among regions and target industries.

Debt for an acquisition comes in two types: senior and junior. Senior debt is secured with the target company's assets and has lower interest rates. Junior debt has no security interests and higher interest rates. In big purchases, debt and equity can come from more than one party. Banks can also syndicate debt, meaning they sell pieces of the debt to other banks. Seller notes (or vendor loans) can also happen when the seller uses part of the sale to give the purchaser a loan. In LBOs, the only collateral is the company's assets and cash flows. The financial sponsor can treat their investment as common equity, preferred equity, or other securities. Preferred equity pays dividends and has priority over common equity.

In addition to the amount of debt that can be used to fund leveraged buyouts, it is also important to understand the types of companies that private equity firms look for when considering leveraged buyouts.

Another key benefit to the equity investor in a leveraged buyout is the tax deductibility of interest payments on the acquisition financing which can offset the company's earnings and reduce the corporate income tax. Of course, the interest income on the interest payments are taxed at ordinary income rates rather than capital gains rates so while the allocation of taxes is shifted from the borrower to the lender, the total income tax generated from the company's earnings is often higher than it would be if less leverage were used.

Management buyouts

A "management buyout" (MBO) is a form of buyout in which the incumbent management team acquires a sizeable portion of the shares of the company. Similar to an MBO is an MBI (Management Buy In) in which an external management team acquires the shares.

Management buyouts are usually an indication of a high degree of conviction by management in the future prospects of the business relative to the existing ownership. Often, management is able to secure the company outside of an auction process allowing the management team to acquire the company on favorable terms. In many cases the management may still require additional equity from a financial sponsor, which may also be actively involved in securing the financing for the acquisition. Financial sponsors often find MBOs to be attractive situations as they have the opportunity to align itself with an insider who may have unique perspectives on the company and potential areas of operational improvement.

Secondary buyouts

A secondary buyout is the leveraged buyout of a company already owned by a private equity sponsor. A secondary buyout will often provide a realization event for the selling private equity owner(s) and its limited partner investors. Historically, given that private equity firms were extolling their unique ability to source attractive investments and drive value through a leveraged buyout, secondary buyouts were perceived as less attractive than the "primary buyout" of a private company or a "take-private" of a public company and were disdained by investors. Over time, it has been difficult to distinguish a differential investment returns based on the prior owner of the company and secondary buyouts have become a common part of the private equity ecosystem typically representing 25% to 35% of all leverage buyouts.

For sellers, secondary buyouts have led to faster realizations than an initial public offering which often takes months to prepare and requires years after the IPO to realize the remaining public shares. Similarly the sale to another private equity sponsor may be less complex than the sale to a strategic corporate acquiror which could face regulatory scrutiny or challenges financing the purchase.

Secondary buyouts differ from secondaries which typically involve the acquisition of portfolios of private equity assets including limited partnership stakes and direct investments in corporate securities. More recently GP-led Secondaries, in which a private equity sponsor creates a "continuation fund" to acquire a company from one of its own funds has brought together elements of secondary buyouts and management buyouts.

History

Origins

The first leveraged buyout may have been the purchase by McLean Industries, Inc. of Pan-Atlantic Steamship Company in January 1955 and Waterman Steamship Corporation in May 1955. Under the terms of that transaction, 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.

Lewis Cullman's acquisition of Orkin Exterminating Company in 1964 is among the first significant leveraged buyout transactions. Similar to the approach employed in the McLean transaction, 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 (Berkshire Hathaway) and Victor Posner ( DWG Corporation), and later adopted by Nelson Peltz (Triarc), Saul Steinberg (Reliance Insurance) and Gerry Schwartz (Onex Corporation). These investment vehicles would utilize a number of the same tactics and target the same type of companies as more traditional leveraged buyouts and in many ways could be considered a forerunner of the later private-equity firms. In fact, it is Posner who is often credited with coining the term "leveraged buyout" or "LBO."

The leveraged buyout boom of the 1980s was conceived in the 1960s by a number of corporate financiers, most notably Jerome Kohlberg, Jr. and later his protégé Henry Kravis at the time, Kohlberg and Kravis, along with Kravis' cousin George Roberts, began a series of what they described as "bootstrap" investments. Many of the target companies lacked a viable or attractive exit for their founders, as they were too small to be taken public and the founders were reluctant to sell out to competitors: thus, a sale to an outside buyer might prove attractive. In the following years, the three Bear Stearns bankers would complete a series of buyouts including Stern Metals (1965), Incom (a division of Rockwood International, 1971), Cobblers Industries (1971), and Boren Clay (1973) as well as Thompson Wire, Eagle Motors and Barrows through their investment in Stern Metals. By 1976, tensions had built up between Bear Stearns and Kohlberg, Kravis and Roberts leading to their departure and the formation of Kohlberg Kravis Roberts in that year.

1980s

In January 1982, former U.S. Secretary of the Treasury William E. Simon and a group of investors acquired Gibson Greetings, a producer of greeting cards, for $80 million, of which only $1 million was rumored to have been contributed by the investors. By mid-1983, just sixteen months after the original deal, Gibson completed a $290 million IPO and Simon made approximately $66 million. The success of the Gibson Greetings investment attracted the attention of the wider media to the nascent boom in leveraged buyouts. Between 1980 and 1990, there were 180 leveraged buyouts involving firms with an aggregate book value of $39.2 billion.

In the summer of 1984 the LBO was a target for virulent criticism by Paul Volcker, then chairman of the Federal Reserve, by John S.R. Shad, chairman of the U.S. Securities and Exchange Commission, and other senior financiers. The gist of all the denunciations was that top-heavy reversed pyramids of debt were being created and that they would soon crash, destroying assets and jobs.

During the 1980s, constituencies within acquired companies and the media ascribed the "corporate raid" label to many private equity investments, particularly those that featured a hostile takeover of the company, perceived asset stripping, major layoffs or other significant corporate restructuring activities. Among the most notable investors to be labeled corporate raiders in the 1980s included Carl Icahn, Victor Posner, Nelson Peltz, Robert M. Bass, T. Boone Pickens, Harold Clark Simmons, Kirk Kerkorian, Sir James Goldsmith, Saul Steinberg and Asher Edelman. Carl Icahn developed a reputation as a ruthless corporate raider after his hostile takeover of TWA in 1985. Many of the corporate raiders were onetime clients of Michael Milken, whose investment banking firm, Drexel Burnham Lambert helped raise blind pools of capital with which corporate raiders could make a legitimate attempt to take over a company and provided high-yield debt financing of the buyouts.

One of the final major buyouts of the 1980s proved to be its most ambitious and marked both a high-water mark and a sign of the beginning of the end of the boom that had begun nearly a decade earlier. In 1989, KKR closed in on a $31.1 billion takeover of RJR Nabisco. It was, at that time and for over 17 years following, the largest leveraged buyout in history. The event was chronicled in the book (and later the movie) '' Barbarians at the Gate: The Fall of RJR Nabisco''. KKR would eventually prevail in acquiring RJR Nabisco at $109 per share, marking a dramatic increase from the original announcement that Shearson Lehman Hutton

HOME


Content is Copyleft
Website design, code, and AI is Copyrighted (c) 2014-2017 by Stephen Payne


Consider donating to Wikimedia



As an Amazon Associate I earn from qualifying purchases