LBO Questions Flashcards
(77 cards)
What is a leveraged buyout (LBO)?
Private equity firm (often called the financial sponsor) acquires a
company with most of the purchase price being funded through the use of various debt
instruments such as loans, bonds.
The financial sponsor will secure the financing package
ahead of the closing of the transaction and then contribute the remaining amount.
Once the sponsors gain majority control of the company, they get to work on streamlining the
business – which usually means operational improvements, restructuring, and asset sales
intending to make the company more efficient at generating cash flow so that the large debt
burden can be quickly paid down.
The investment horizon for sponsors is 5-7 years, at which point the firm hopes to exit by either:
Selling the company to another private equity firm or strategic acquirer
Taking the company public via an initial public offering (IPO)
(Financial sponsors usually target returns of ~20-25% when considering an investment.)
Explain the basic concept of an LBO to me using a real-life example.
Definition: A leveraged buyout (LBO) involves acquiring a company (or asset) using a significant amount of borrowed money, with the goal of improving its value and selling it at a profit.
House-Flipping Analogy:
Purchase: A house is bought primarily with borrowed money (a mortgage), requiring only a small personal investment (down payment).
Debt Repayment: The mortgage is repaid over time using rental income from tenants, covering both interest and principal.
Improvements: Renovations and repairs are funded with rental income to increase the property’s value.
Exit Strategy: After five years, the house is sold for a higher price due to improvements and rising market values. The remaining mortgage balance is paid off, and the owner keeps the profit from the sale.
Key LBO Elements in the Example:
Leverage: Majority of purchase price financed through debt.
Cash Flow Utilization: Rental income covers debt payments and operational improvements.
Value Creation: Renovations and market appreciation increase the property’s resale value.
Profit Realization: Debt is repaid, and the owner retains most of the sale proceeds as equity grows over time.
What is the intuition underlying the usage of debt in an LBO?
Debt has a lower COC than equity, therefore, the less equity the sponsor has to contribute, the higher the returns to the fund - all else being equal. Leading to (As the debt principal is paid down throughout the holding period) sponsor to realize higher returns at exit
(private equity firms attempt
to maximize the amount of leverage while keeping the debt level manageable to avoid bankruptcy risk.)
What is the typical capital structure prevalent in LBO transactions?
Debt-to-Equity Ratio:
Historically, LBOs had an 80/20 debt-to-equity ratio in the 1980s but have shifted to a more conservative 60/40 ratio in recent years due to changing financing environments and risk tolerance
Debt Components (Descending Seniority):
Senior Debt: Includes revolving credit facilities (revolvers) and term loans (e.g., TLA, TLB). This is the largest portion of the debt and is secured by collateral.
Subordinated Debt: Includes high-yield bonds, mezzanine financing, and unitranche debt, which are riskier and carry higher interest rates.
Other Debt Instruments: May include senior notes or subordinated notes depending on the deal structure
Equity Contribution:
The private equity sponsor typically contributes 20-30% of the capital structure, with some deals requiring more equity depending on lender requirements or market conditions.
Management often rolls over a portion of their equity (3-20%) to align incentives with the private equity sponsor
Purpose of Structure:
Maximizes returns for private equity sponsors by leveraging debt while minimizing upfront cash investment.
Balances risk through a mix of secured and unsecured debt while ensuring sufficient equity contribution to meet lender requirements
Key Risks:
A highly leveraged structure increases the risk of default if the target company cannot generate enough cash flow to service its debt obligations
What are the main levers in an LBO that drive returns?
The equity value of an investment is the residual value once non-equity claims have been paid off; thus, the importance of deleveraging in LBO value creation.
Debt Paydown (Deleveraging):
EBITDA Growth: Increase margin profile (e.g., cost-cutting, raising prices), implementing new growth strategies, and making accretive add-on acquisitions.
Multiple Expansion: (ideal scenario): Sponsor exits at a higher multiple than entry
Multiple expansion = The exit multiple can increase from
Improved investor sentiment, better economic conditions, increased scale or diversification, and favorable transaction dynamics (e.g., competitive auction led by strategics).
What attributes make a business an ideal LBO candidate?
Strong Free Cash Flow Generation
Recurring Revenue
“Economic Moat”
Favorable Unit Economics:
Strong, Committed Management Team
Undervalued (Low Purchase Multiple)
Value-Add Opportunities
What types of industries attract more deal flow from financial buyers?
Non-Cyclical/Low-Growth
Subscription-Based/Contractual
High R&D Requirements
Potential Synergies
Favorable Industry Trends
What would be the ideal type of products/services of a potential LBO target?
Mission-Critical
Recurring/Contract-Based
High-Switching Costs
High-tech
Location-Based Competition
What is the relationship between debt and purchase price?
The usage of debt enables a private equity firm to purchase companies of a particular size it could otherwise not purchase using equity alone or with a minimal amount of borrowed funds.
In addition, the usage of high debt leaves the firm with more unused capital (called “dry powder”) for other
investments or add-on acquisitions for their existing portfolio companies.
How is the maximum leverage used in an LBO typically determined?
The debt-to-equity mix in private equity deals has hovered around 60% debt/40% equity as
M&A activity stabilized since the 2008 financial crisis.
However, leverage varies significantly across industries, besides being specific to the target company’s fundamental qualities.
Debt/EBITDA has hovered in the 5.0x to 7.0x range and is pressured upward as overall
valuations increase.
When LBOs emerged as a type of M&A transaction in the 1980s, debt represented as much as 90% of the capital structure. But this has come down because of the risks inherent to high debt burdens.
Why might a private equity firm not raise leverage to the maximum leverage, even if it had the option to do so?
A private equity firm will want to maximize the amount of debt without endangering the company and putting it at risk of default since more leverage means less required equity and the greater the potential returns.
Reasons:
Increased Default Risk
Negative Perception
Decreased Fund Returns/Fundraising Implications
Planned Dividend Recap
What determines a company’s debt capacity?
The more predictable the free
cash flows of the company, the
greater its debt capacity and
tolerance for a high debt-to-equity mix.
Industry Risk:
The analysis begins with assessing the industry’s characteristics, such as growth rate, cyclicality, barriers to entry, technological disruption risks, and regulatory challenges.
Stable and mature industries typically support higher debt capacity due to lower volatility.
Competitive Position:
A company’s market position and ability to differentiate itself are evaluated to determine its resilience and pricing power. Strong competitive advantages increase debt capacity.
Historical Performance & Cash Flow Stability:
Predictable, steady cash flows are critical as they allow a company to handle higher debt levels. Historical financial performance is used to model future cash flows, with a focus on downside scenarios.
Leverage Metrics:
Debt capacity is often expressed as a leverage multiple (e.g., Total Debt/EBITDA) or interest coverage ratio (e.g., EBIT/Interest Expense). These metrics ensure the company can meet debt obligations even under stress scenarios (e.g., EBITDA declines by 20-25%).
Lending Environment:
Debt capacity varies based on prevailing market conditions, such as interest rates and credit availability, which influence lenders’ risk tolerance and terms.
Cushion for Underperformance:
A “cushion” is typically built into the debt structure to ensure the company can service its debt even if financial performance deteriorates.
In the context of an LBO, what is the “tax shield”?
Refers to the reduction in taxable income from the highly levered capital structure.
As interest payments on debt are tax-deductible, the tax savings provide an additional incentive for PE firms to maximize the amount of leverage they can get for their transactions.
Since senior debt is cheaper, why don’t financial sponsors fund the entire debt portion of the capital structure with senior debt?
Senior lenders will only lend up to a certain point (usually 2.0x to 3.0x EBITDA), beyond
which only costlier debt is available because the more debt a company incurs, the higher its
risk of default.
The senior debt has the lowest risk due to its seniority in the capital structure and imposes the strictest limits on the business via covenants, which require secured interests.
Subordinated junior debt is less restrictive but requires higher interest rates than
more senior tranches of debt.
How do financial sponsors exit their investments?
Sale to a Strategic Buyer: The least time-consuming while fetching higher valuations as strategics will pay a premium for the potential synergies.
Secondary Buyout: The next option is the sale to another financial buyer, otherwise known as a sponsor-to-sponsor deal. However, financial buyers cannot pay a premium for synergies (unless it’s an add-on).
Initial Public Offering (IPO): The third method for a private equity firm to monetize its profits is for the portfolio company to undergo an IPO and sell its shares to the public markets. However, this is an option
exclusive to firms of larger-size such as mega-funds or club-deals.
What is the one caveat of an IPO exit?
Is not necessarily an immediate exit per se. Instead, an IPO is a path towards an eventual exit,
as the IPO process is very time-consuming and comes with a lock-up period in which shareholders are prohibited from selling their shares for 90 to 180 days.
What is a secondary buyout?
AKA, a sponsor-to-sponsor deal, is when a PE firm exits an investment by selling to
another private equity firm. There is substantial evidence showing that secondary buyouts have lower return than traditional buyouts, as many of the operational improvements and value-add opportunities have been exhausted by the previous owner.
How might operating a highly levered company differ from operating a company with minimal or no debt?
Highly leveraged companies have a lower margin of error due to high fixed debt-related payments (interest and
principal). Using leverage increases the importance of effective planning and instituting better financial controls, and forces management to become more disciplined with costs and conservative in capital spending,
especially when embarking on new initiatives such as expansion plans or acquisitions.
What is a dividend recapitalization?
Occurs when a financial sponsor, having acquired a company via
an LBO, raises additional debt intending to pay themselves a dividend using those newly raised proceeds.
In most cases, a dividend recap is completed once the sponsor has paid down a portion of the initial debt raised,
which creates additional debt capacity. Therefore, dividend recaps allow for partial monetization and sponsors can de-risk some of their investment,
unlike an outright exit via a sale or IPO. As a side benefit, the dividend recap would positively impact the fund’s IRR from the earlier retrieval of funds.
How can a private equity firm increase the probability of achieving multiple expansion during the sale process?
Building a higher quality business via entering new markets through geographic expansion, product
development, or strategic add-ons could help a PE firm fetch higher exit valuations – and increase the odds of exiting at a higher multiple than entry.
Also, exit multiples can expand due to improvements in market
conditions, investor sentiment in the relevant sector, and transaction dynamics (e.g., selling to a strategic).
Why is multiple expansion viewed as a less than ideal lever for value creation?
The standard LBO modeling convention is to conservatively assume the firm will exit at the same EV/EBITDA multiple as the entry multiple. The reason being that the deal environment in the future is unpredictable, and
relying on multiple expansion to meet the return threshold is risky, given the amount of uncertainty surrounding the exit.
If meeting the return hurdles is contingent on exiting at a higher multiple in the future,
the target company may be a less-than-ideal LBO candidate.
In comparison, the creation of value through EBITDA growth and debt paydown is easier to develop a plan for
than reliance on exiting at a higher multiple, which has many moving pieces out of the investor’s control.
What are some risks you would look out for when assessing potential investment opportunities?
Industry Cyclicality
Customer Concentration
Customer/Employee Churn
Temporarily Inflated Valuations
Past Institutional Ownership
Retiring Key Management