Euromoney Training


Leveraged Buyouts
for
Gulf Capital

Prof. Ian Giddy, New York University



What are Leveraged Buyouts?
LBOs are takeovers of companies using borrowed funds and private equity. Typically, the target company's assets and cash flow serve as support for the funding taken out by the acquirer, which repays the debt out of cash flow and asset disposals of the acquired company.


About the Course
This 2-day intensive course aims to improve participants' understanding of leveraged and management buyouts. The course covers the specific challenges in going-private and private-to-private transactions, including the use of leveraged finance for LBOs and other purposes, and the various techniques of leveraged buyout financing. These include senior bridge and term loans, subordinated and mezzanine debt instruments, capital instruments and private equity. Working in teams, we will employ analytical methods including spreadsheet development, lectures and case studies.


Background Readings
These articles will help you prepare for the course. 
LBO Alchemy


Course Outline


Topics

Resources

Day 1   
  • Leveraged Buyouts: Basic Leverage Economics
    • The LBO market
    • What makes a business suitable for a buyout?
    • Leverage and required returns
    • <>
    • The equity instruments
  • Deal Logic for LBOs
    • The keys to LBO value: valuation of the company, valuation of the LBO gains, assessment of debt capacity
    • The special situation of LBO valuation (financing-driven valuation)
    • Valuing the LBO incentives and gains
    • Adding value -- post-LBO restructuring
  • Group Assignment: The LBO of AGI
  • Senior Loans in Leveraged Finance
    • Senior-sub structure in leveraged finance
    • Senior bank debt financing: role of syndicated credits
    • Secured debt: what collateral? What pricing?
    • A/B loans
  • Modelling the Deal
    • Debt capacity analysis and computations for leveraged finance
    • The 12-step method
    • Focus: synthetic ratings and debt pricing
    • Modelling the LBO cash flows
    • Focus: exit strategies
  • Group Assignment: debt capacity for ISS
    • Cash flow analysis: LBO entry and exit valuation
    • Cash flow analysis: key corporate numbers
    • Cash flow analysis: key predictions
    • Cash flow analysis: financing assumptions
Presentations
lbo-leverage.pdf
lbo-analysis.pdf
lbo-cashflow.pdf

Case studies
The LBO of AGI
Reykjavik Fleet Leasing
Madras Appliances
Nukem Security
LBO of ISS
iss_financials
Jordan Cement

Articles
Corporate Valuation Techniques
Debt-to-EBITDA

Spreadsheets

leverage_effect.xls
wacccalc.xls
beta_and_leverage.xls
active_generation_lbo.xls
lbocapacity2.xls
lbo_exit.xls
LBO_Model.xls
iss_solution.xls




Day 2
  • Leveraged Buyout Financing Instruments
    • Parties to a typical deal: seller, management, private equity house, bankers, mezzanine investors
    • The multi-tier financing structure
  • Mezzanine Financing Instruments
    • What is the role of mezzanine?
    • Second lien notes
    • Pay-in-Kind notes
    • Mezzanine notes: warrants, and other variations
    • High-yield bonds
    • Participation units
  • Group exercise: structuring an emerging market LBO
    • Vendor finance and earnouts
    • Senior and mezzanine in the CDO market
    • Hybrid capital funding for acquisitions
  • LBO Deal Management
    • Screening and due diligence
    • Working with and incentivising management
    • Structuring the relationship between the partners
    • Legal structure of the deal
    • Closing and refinancing
    • Leveraged recapitalizations and partial exit
    • Illustration of use of recaps and "stapled finance" in buyouts
    • Post-LBO deal management
  • Group exercise: analysis of the structure and financing sequence of a leveraged buyout

Presentations
lbo-instruments.pdf
lbo-structuring.pdf

Case studies
Cusa Busways
Second lien facility
Sealy PIK
Woodstream
Woodstream term sheet
Cognis Refinancing
Suriname Hydro
RFL Malaysia
Reclamation Group

Articles

Second Lien Loans
Second lien term sheet
Mezzanine Finance 1
Mezzanine Finance 2
LBO Legal Checklist

Spreadsheets
woodstream.xls
financing_abc.xls






Additional Resources

Articles and Books
Notes on cost of capital and capital structure
The Syndicated Leveraged Loan Market
Sample Due Diligence Checklist
Subordinated notes term sheet

Useful Links
fitchratings.com (bond ratings)
bondsonline.com (corporate bond spreads)
damodaran.com (industry ratios)
advfn.com (corporate financial ratios)
Corporate Finance and Debt Capacity Tables


About the Instructor
Dr. Ian Giddy, born in South Africa, has taught finance at NYU, Columbia, Wharton, Chicago and in over 40 countries worldwide for the past three decades. He was Director of International Fixed Income Research at Drexel Burnham Lambert from 1986 to 1989. The author of more than fifty articles on international finance, he has served at the International Monetary Fund and the U.S. Treasury and has been a consultant with numerous corporations and financial institutions in North and South America, Europe, Asia, the Middle East and Africa. As a banker and consultant he has been involved in the growth of the structured finance market in the USA, Europe and Asia. He is the author or co-author of The International Money Market, The Handbook of International Finance, Cases in International Finance, Global Financial Markets, Asset Securitization in Asia and The Hudson River Watertrail Guide. He and his wife are the founders of Cloudbridge, a nature reserve in Costa Rica.


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