Leveraged Buyouts: Private Equity and Restructuring

Prof. Ian Giddy, New York University



Leveraged Buyouts, Private Equity and Restructuring
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 senior and mezzanine debt out of cash flow and asset disposals of the acquired company, as well as refinancing. As cash flows become strained, the leveraged company may require restructuring.


About the Course
This three-day program provides new light on the role of private equity investors in the management and restructuring of companies facing tough credit and market conditions. During the program it will be demonstrated how any company can benefit from private, active ownership, management incentives and the discipline of debt financing. Working on actual LBO deals and case studies, participants will learn how companies can adapt to the credit crisis and emerge stronger. The program offers details of the nature and sources of leveraged finance, including subordinated and equity-linked mezzanine instruments, applicable to emerging markets as well as the hard-hit developed countries.


Pre-Course Reading



Course Outline


Topics

Resources

Day 1   
  • Leveraged Buyouts: The Basic Economics
    • The benefits to companies of private equity ownership and leveraged finance
    • The LBO market and private equity
    • Impact of the credit crunch
    • What makes a business suitable for a buyout?
  • The Disciplines of Private Finance
    • Strategy and finance: which comes first?
    • Five key principles of corporate finance
    • Strategy and finance: capital funding choices for corporations
    • Matching corporate finance to funding choices
    • Don't bet on currencies or rates
    • Seeking the most effective capital structure
    • Interactive: what are we doing right? What will we do differently?
  • 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
    • When refinancing and exit evaporates
  • Group Assignment: Developing an LBO Cash Flow Analysis
Presentations
lbo-economics.pdf
lbo-analysis.pdf

Case studies
Madras Appliances
Nukem Security
Reykjavik Fleet Leasing
LBO of ISS
iss_financials

Articles
What is Private Equity?
Debt-to-EBITDA
How to do an LBO in 1 page

How LBO Funds Work

Spreadsheets
lbocapacity2.xls
lbo_exit.xls


Day 2
  • Buyouts: Leveraged and Equity Financing Instruments
    • Parties to a typical deal: seller, management, private equity house, bankers, mezzanine investors
    • The multi-tier financing structure
  • Senior Loans in Leveraged Finance
    • Senior-sub structure in leveraged finance
    • Secured debt: what collateral? what pricing? what amortization?
    • A/B/C loans
    • Sale-and-leaseback financing
  • Mezzanine Financing Instruments
    • What is the role of mezzanine?
    • Second lien notes
    • Pay-in-Kind notes
    • Mezzanine notes: warrants, and other variations
    • Vendor finance and earnouts
    • Participation mezzanine: payouts linked to EBITDA or performance
    • Senior and subordinated equity
    • Structuring the management participation
  • LBO Cash Flow Analysis
    • Group Assignment: debt capacity and mezzanine analysis 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-instruments.pdf
lbo-highyield.pdf
lbo-cashflow.pdf

Case studies
Le Meridien Hotels
Cusa Busways
Second lien facility
Sealy PIK
Holdco PIKs
Woodstream
Woodstream term sheet
Cognis Refinancing
Suriname Hydro
Jordan Cement

Articles

Second Lien Loans
Second lien term sheet
Mezzanine Finance 1
Mezzanine Finance 2
Subordinated notes term sheet

Spreadsheets
woodstream.xls
suriname.xls
LBO_Model.xls



Day 3
  • Refinancing, Recapitalization and Exit
    • Pricing the leveraged cost of capital
    • Debt repayment
      • Debt paydown through registered placements and disposals
      • Post-acquisition refinancing
    • Leveraged recapitalizations and partial exit
    • Illustration of use of recaps and "stapled finance" in buyouts
    • Exit strategies and "Plan B"
  • Applied Buyout Structuring
    • The sequence and the players
    • Private Equity
      • The players and their requirements
      • The equity instruments
    • Suitability of the target
    • Costing out a deal
    • Structuring the senior financing
    • Selling down the loans: syndication and CDOs
    • Role of mezzanine investors
    • Structuring the relationship between the partners
    • Setting up the legal structure
    • Closing and refinancing
  • Restructuring the Finance
    • Post-LBO deal management
    • M&A synergies: revenues, costs or control?
    • Asset sales and corporate divestitures: when and why?
    • Deleveraging: cost-benefit analysis
    • Debt-for-equity swaps
    • Managing credit and liquidity in a "credit crunch"
    • When things fall apart
  • Group work on restructuring of a leveraged buyout
    • Summary and conclusions

Presentations
lbo-refinancing.pdf
lbo-structuring.pdf
lbo-restructuring.pdf

Case studies
Ahlsell's Recap
Marsh Diagnostics Term Sheet
Kaydon
Bostonian Capital
Profile of KKR
Marsh Diagnostics Term Sheet
KKR Financial CLO
IHG Mezzanine Partners

RFL Malaysia
Regal Cinemas

Articles
LBO Performance
LBO Legal Checklist


Spreadsheets
ratings.xls
beta_and_leverage.xls
lanxess.xls
optimal_wacc.xls
lbo_deleverage.xls



Additional Resources

Articles and Books
Notes on cost of capital and capital structure
Second Lien Loans
Mezzanine Finance 1
Mezzanine Finance 2
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
agi_lbo_solution.xls
iss_solution.xls
financing_suriname_solution.xls
jordan_lbo_model_soln.xls
foodtree_solution.xls


About the Instructor
Dr. Ian Giddy, born in South Africa, has taught finance at NYU, Columbia, Wharton, Chicago and in over 45 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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