A leveraged buyout is a financial transaction that uses debt leverage to acquire a company. According to business jargon, leverage means borrowed capital. LBOs usually involve a leverage of up to 90% of the buyout price. The buyer uses their own equity to pay the remaining amount. The collateral for the debt is often an asset of the borrower or the asset of the company being acquired.
For instance, if a buyer acquires a company for $15 million, they could pay $5 million from their own funds and $10 million using loans. If the interest rate on loan is 10%, the borrower will owe $1 million annually to the lender. Now, if the company’s net income is $2.5 million per year, the return after taxes in the first year will be close to 20%, and the entire amount will be recovered in around five years. However, if it is difficult to complete debt payments in case of a financial crisis, the assets given as collateral may need to be liquidated.
A leveraged buyout is an acquisition strategy that allows for minimising personal investment and maximising gains while buying another company. The profitability and expected annual growth rate are higher when personal capital investment is lower.
However, as collateral is involved, LBOs are also associated with a higher risk. Especially when the borrower uses the acquired company’s assets as collateral and cannot pay off the debt, it may lead to its bankruptcy.
Thus, before initiating a leveraged buyout, a company must assess their budget and risk appetite. This will help them to know if taking on large amounts of debt is financially feasible and worthwhile. Identifying the right company is an important aspect too. Companies that are too risky may not be suitable for leveraged buyout.
Potential buyers must also look for a stable company capable of yielding significant returns while considering a leveraged buyout to acquire it. There must also be a connection between the work that both companies do. For instance, a company that manufactures fabrics may acquire a thread manufacturer. This could aid better integration and more effective corporate decisions.
Private equity firms are investment companies that finance leveraged buyouts using capital from their company or investor capital. Companies often need to pay higher than usual interest rates when borrowing from private equity firms. Another caveat with this method is that the private equity firm may also want to have a say in the management of the acquired company.
Banks offer revolving credit to both buyers and private equity firms. This means that the borrower can pay back and borrow back if required.
In case of the inability or lack of intent of the buyer to offer a collateral, they can use subordinated debt to secure the amount. That said, the interest rates on subordinated debts are likely to be higher and the company must issue warrants or options to secure this debt.
Bonds facilitate loan transactions between an investor and a borrower. The repayment period is fixed and the investor earns interest till bond expiry or maturity.
Whether a leveraged buyout transaction will be profitable or not depends on its analysis from a financial perspective. The LBO analysis aims to project the rate of return using return metrics, such as the internal return rate (IRR), equity multiple, and net profit. The analysis requires assumptions about the present and future operations of the acquired company, the value of its operations, the amount of debt it carries, and the personal capital.
This is done by deriving the expected value of the organisation’s equity in a fixed time after its acquisition and combining the estimated value with other cash that the company may distribute. Since the cash in an organisation is often used to clear debts or reinvested to aid growth, the distributable cash is limited in most cases.
The most sensible approach is to estimate the company’s expected income and determine its value multiple, i.e. the company’s enterprise value at that time.
Once these values are determined, layer in debt capital costs and repayments at that time to find the future value of the company’s equity. The future income and the company’s enterprise values are mostly presented using earnings before interest, taxes, depreciation and amortisation (EBITDA).
Hilton hotels was acquired in 2007 by the Blackstone Group for $26 billion. This was a leveraged buyout where Blackstone group paid $5.5 billion in cash and $20.5 billion in debt. This, however, was followed by the financial crisis of 2008-2009. Consequently, Hilton’s cash flows and revenues declined. While it was a tough time, Hilton refinanced itself at lower rates of interest, operations got better and Blackstone sold the last stakes in Hilton in 2018 at a cumulative profit of nearly $14 billion.
Below are three primary uses of LBO for businesses.
Privatisation of a public-traded company involves the consolidation of public shares in the hands of private investors who can then take them off the market. As a result, the investors will now be owners or a major part of the target company. Since significant capital is required to buy all or most of a company’s net value, they can use debt to finance the transaction.
Many factors may cause a large company to become inefficient. In such a scenario, the worth of the whole organisation may be lesser than the sum of its components and investors may buy the company, break it into smaller entities and sell them individually. For instance, a company that manufactures packaged food, hygiene products and hotel supplies may be divided into different firms that can then be sold to larger companies in specific industries. Here, the investor may opt for a leveraged buyout in the hope that the profits after breaking up and selling the smaller firms will clear the debts.
A company may not be performing too well and an investor may recognise its potential and plan to improve its performance. In that case, the buying price of the company will significantly be lesser than the final worth after improving its performance. Thus, a leveraged buyout could be a profitable way to acquire such a company.
The buyer in a leveraged buyout can be the management of a company, its employees, or a private equity firm. Based on the above three uses of leveraged buyouts, here are four types of LBOs:
This plan involves leveraged buyout by a private equity firm. The firm uses loans to buy all outstanding stocks of a public company and privatises it. They ultimately aim to repackage the company and sell it as an initial public offering (IPO). The stakeholders, employees or the private equity firm benefit from such a transaction only if major changes are made to the company to save it from failure or generate an offer price higher than the current market price.
This plan involves the buyer dismantling the company into small parts and selling them separately to the highest bidders. These deals are often accompanied by restructuring the organisation and may lead to layoffs. While it may seem that this leveraged buyout by a private equity firm only benefits the firm, it often allows the smaller companies to grow to their full potential. This growth may have been difficult in the originally complex corporate structure.
This plan is also termed leveraged buildup and aims to benefit all participants, including the management, employees and the buyer. Here, the company acquires one of the competitors using leverage. This typically helps to increase stock prices, retain current management and grow the company in the new form.
This plan involves the management and the employees borrowing money. They do this to save a failing company. The concept may seem good but the chances of success are quite low unless the management team and strategies get a makeover. However, if this type of buyout succeeds, the employees and the management reap significant returns.
While leveraged buyouts pose significant risks, they also have a high profitability potential if planned and executed correctly. The buyer must carefully assess affordability and potential before making a leverage-based acquisition decision to ensure that the transaction is beneficial.
Ans. Leveraged buyouts are a way for competent management teams with vast industry experience to take over and revive companies that may not have adequate financial resources for the same.
Ans. If the buyer gets too optimistic with their calculations, they may take on more debt than they can afford to repay. This may lead to financial difficulties and bankruptcy.
Ans. If a leveraged buyout yields the expected results, it benefits the investor, along with the management and employees of the acquired company.
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