12 - 1

Leveraged Buyout Structures and Valuation

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C om m on TakeoverTac tic s an d

D efen ses

M otiva tion sfo r M & A

M & AE n viron m en t

S earch Th rou g hC los in g A c tivit ies

B u s in ess &A cq u is it ion P lan s

M & A P rocess

Tax & A ccou n tin gIssu es

A lte rn a tiveS tru c tu res

F in an c ia lM od e lin g

Tech n iq u es

P u b lic &P riva te C om p an y

V a lu a tion

D ea lS tru c tu rin g

B an k ru p tcy &L iq u id a tion

D ives titu res ,S p in -O ffs , &C arve -O u ts

A lte rn a tiveR es tru c tu rin g

S tra teg ies

M & A an d O th erR es tru c tu rin g

A c tivit ies

12 - 3Learning Objectives

Primary Learning Objective: To provide students with a knowledge of how to analyze, structure, and value highly leveraged transactions.

Secondary Learning Objectives: To provide students with a knowledge of

• The motivations of and methodologies employed by financial buyers;

• Advantages and disadvantages of LBOs as a deal structure;

• Alternative LBO models;

• The role of junk bonds in financing LBOs;

• Pre-LBO returns to target company shareholders;

• Post-buyout returns to LBO shareholders, and

• Alternative LBO valuation methods

• Basic decision rules for determining the attractiveness of LBO candidates

12 - 4Financial BuyersIn a leveraged buyout, all of the stock, or assets, of a public

corporation are bought by a small group of investors (“financial buyers”), usually including members of existing management. Financial buyers:

Focus on ROE rather than ROA.

Use other people’s money.

Succeed through improved operational performance.

Focus on targets having stable cash flow to meet debt service requirements.

• Typical targets are in mature industries (e.g., retailing, textiles, food processing, apparel, and soft drinks)

12 - 5LBO Deal Structure

Advantages include the following:

• Management incentives,

• Tax savings from interest expense and depreciation from asset write-up,

• More efficient decision processes under private ownership,

• A potential improvement in operating performance, and

• Serving as a takeover defense by eliminating public investors

Disadvantages include the following:

• High fixed costs of debt,

• Vulnerability to business cycle fluctuations and competitor actions,

• Not appropriate for firms with high growth prospects or high business risk, and

• Potential difficulties in raising capital.

12 - 6Classic LBO Models: Late 1970s and Early 1980s

Debt normally 4 to 5 times equity. Debt amortized over no more than 10 years.

Existing corporate management encouraged to participate. Complex capital structure: As percent of total funds raised

• Senior debt (60%)

• Subordinated debt (26%)

• Preferred stock (9%)

• Common equity (5%) Firm frequently taken public within seven years as tax benefits

diminish

12 - 7Break-Up LBO Model (Late 1980s)

Same as classic LBO but debt serviced from operating cash flow and asset sales

Changes in tax laws reduced popularity of this approach

• Asset sales immediately upon closing of the transaction no longer deemed tax-free

• Previously could buy stock in a company and sell the assets. Any gain on asset sales was offset by a mirrored reduction in the value of the stock.

12 - 8Strategic LBO Model (1990s)

Exit strategy is via IPO

D/E ratios lower so as not to depress EPS

Financial buyers provide the expertise to grow earnings

• Previously, their expertise focused on capital structure

Deals structured so that debt repayment not required until 10 years after the transaction to reduce pressure on immediate performance improvement

Buyout firms often purchase a firm as a platform for leveraged buyouts of other firms in the same industry

12 - 9Role of Junk Bonds in Financing LBOs Junk bonds are non-rated debt.

• Bond quality varies widely

• Interest rates usually 3-5 percentage points above the prime rate Bridge or interim financing was obtained in LBO transactions to close the

transaction quickly because of the extended period of time required to issue “junk” bonds.

• These high yielding bonds represented permanent financing for the LBO

Junk bond financing for LBOs dried up due to the following:

• A series of defaults of over-leveraged firms in the late 1980s

• Insider trading and fraud at such companies a Drexel Burnham, the primary market maker for junk bonds

Junk bond financing is highly cyclical, tapering off as the economy goes into recession and fears of increasing default rates escalate

12 - 10Factors Affecting Pre-Buyout Returns

Premium paid to target firm shareholders consistently exceeds 40%

These returns reflect the following (in descending order of importance):

• Anticipated improvement in efficiency and tax benefits

• Wealth transfer effects

• Superior Knowledge

• More efficient decision-making

12 - 11Factors Determining Post-Buyout Returns

Empirical studies show investors earn abnormal post-buyout returns

Full effect of increased operating efficiency not reflected in the pre-LBO premium.

Studies may be subject to “selection bias,” i.e., only LBOs that are successful are able to undertake secondary public offerings.

Abnormal returns may also reflect the acquisition of many LBOs 3 years after taken public.

12 - 12Valuing LBOs

A LBO can be evaluated from the perspective of common equity investors or of all investors and lenders

LBOs make sense from viewpoint of investors and lenders if present value of free cash flows to the firm is greater than or equal to the total investment consisting of debt and common and preferred equity

However, a LBO can make sense to common equity investors but not to other investors and lenders. The market value of debt and preferred stock held before the transaction may decline due to a perceived reduction in the firm’s ability to

• Repay such debt as the firm assumes substantial amounts of new debt and to

• Pay interest and dividends on a timely basis.

12 - 13Valuing LBOs: Variable Risk Method

Adjusts for the varying level of risk as the firm’s total debt is repaid.

Step 1: Project annual cash flows until

target D/E achieved

Step 2: Project debt-to-equity ratios

Step 3: Calculate terminal value

Step 4: Adjust discount rate to reflect changing risk

Step 5: Determine if deal makes sense

12 - 14Variable Risk Method: Step 1

Project annual cash flows until target D/E ratio achieved

Target D/E is the level of debt relative to equity at which

• The firm will have to resume payment of taxes and

• The amount of leverage is likely to be acceptable to IPO investors or strategic buyers (often the prevailing industry average)

12 - 15Variable Risk Method: Step 2

Project annual debt-to-equity ratios

The decline in D/E reflects

• the known debt repayment schedule and

• The projected growth in the market value of the shareholders’ equity (assumed to grow at the same rate as net income)

12 - 16Variable Risk Method: Step 3 Calculate terminal value of projected cash flow to

equity investors (TVE) at time t, i.e., the year in which the initial investors choose to exit the business.

TVE represents the PV of the dollar proceeds available to the firm through an IPO or sale to a strategic buyer at time t.

12 - 17Variable Risk Method: Step 4 Adjust the discount rate to reflect changing risk. The firm’s cost of equity will decline over time as debt is repaid and equity grows, thereby reducing the

leveraged ß. Estimate the firm’s ß as follows:

ßFL1 = ßIUL1(1 + (D/E)F1(1-tF))

where ßFL1 = Firm’s levered beta in period 1

ßIUL1 = Industry’s unlevered beta in period 1

= ßIL1/(1+(D/E)I1(1- tI))

ßIL1 = Industry’s levered beta in period 1

(D/E)I1 = Industry’s debt-to-equity ratio in period 1

tI = Industry’s marginal tax rate in period 1

(D/E)F1 = Firm’s debt-to-equity ratio in period 1

tF = Firm’s marginal tax rate in period 1

Recalculate each successive period’s ß with the D/E ratio for that period, and using that period’s ß, recalculate the firm’s cost of equity for that period.

12 - 18Variable Risk Method: Step 5

Determine if deal makes sense

• Does the PV of free cash flows to equity investors (including the terminal value) equal or exceed the equity investment including transaction-related fees?

12 - 19Evaluating the Variable Risk Method

Advantages:

• Adjusts the discount rate to reflect diminishing risk as the debt-to-total capital ratio declines

• Takes into account that the deal may make sense for common equity investors but not for lenders or preferred shareholders

Disadvantage: Calculations more burdensome than Adjusted Present Value Method

12 - 20Valuing LBOs: Adjusted Present Value Method (APV)

Separates value of the firm into (a) its value as if it were debt free and (b) the value of tax savings due to interest expense.

Step 1: Project annual free cash flows to equity investors and interest tax savings

Step 2: Value target without the effects of debt financing and discount projected free cash flows at the firm’s estimated unlevered cost of equity.

Step 3: Estimate the present value of the firm’s tax savings discounted at the firm’s estimated unlevered cost of equity.

Step 4: Add the present value of the firm without debt and the present value of tax savings to calculate the present value of the firm including tax benefits.

Step 5: Determine if the deal makes sense.

12 - 21APV Method: Step 1

Project annual free cash flows to equity investors and interest tax savings for the period during which the firm’s capital structure is changing.

• Interest tax savings = INT x t, where INT and t are the firm’s annual interest expense on new debt and the marginal tax rate, respectively

• During the terminal period, the cash flows are expected to grow at a constant rate and the capital structure is expected to remain unchanged

12 - 22APV Method: Step 2

Value target without the effects of debt financing and discount projected cash flows at the firm’s unlevered cost of equity.

• Apply the unlevered cost of equity for the period during which the capital structure is changing.

• Apply the weighted average cost of capital for the terminal period using the proportions of debt and equity that make up the firm’s capital structure in the final year of the period during which the structure is changing.

12 - 23APV Method: Step 3

Estimate the present value of the firm’s annual interest tax savings.

• Discount the tax savings at the firm’s unlevered cost of equity

• Calculate PV for annual forecast period only, excluding a terminal value, since the firm is sold and any subsequent tax savings accrue to the new owners.

12 - 24APV Method: Step 4 Calculate the present value of the firm including

tax benefits

• Add the present value of the firm without debt and the PV of tax savings

12 - 25APV Method: Step 5

Determine if deal makes sense:

• Does the PV of free cash flows to equity investors plus tax benefits equal or exceed the initial equity investment including transaction-related fees?

12 - 26Evaluating the Adjusted Present Value Method

Advantage: Simplicity.

Disadvantages:

• Ignores the effect of changes in leverage on the discount rate as debt is repaid,

• Implicitly ignores the potential for bankruptcy of excessively leveraged firms, and

• Unclear whether true discount rate should be the cost of debt, unlevered cost of equity, or somewhere between the two.

12 - 27Things to Remember… LBOs make the most sense for firms having stable cash flows, significant

amounts of unencumbered tangible assets, and strong management teams.

Successful LBOs rely heavily on management incentives to improve operating performance and a streamlined decision-making process resulting from taking the firm private.

Tax savings from interest expense and depreciation from writing up assets enable LBO investors to offer targets substantial premiums over current market value.

Excessive leverage and the resultant higher level of fixed expenses makes LBOs vulnerable to business cycle fluctuations and aggressive competitor actions.

For an LBO to make sense, the PV of cash flows to equity holders must equal or exceed the value of the initial equity investment in the transaction, including transaction-related costs.