giddy.org - resources in finance

Euromoney Training
www.euromoneytraining.com
3-Day
Private Equity & LBO Modeling
Instructor:
Prof. Ian Giddy
New York University



About the Course

This 3-day course will improve participants' understanding of leveraged private equity finance and how the deals can be analyzed. The course covers the specific challenges in private equity transactions, including managing sponsor equity and the use of leveraged finance for buyouts and other purposes. The course also focuses on modeling and managing private equity investments, and on the various techniques of leveraged financing. Such instruments include first- and second-lien loans, pay-in-kind notes and mezzanine finance, and high yield bonds. 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.


Key Issues in Private Equity and Leveraged Finance
  • Why is private equity outperforming public equity? How much of private equity is buyout capital and how much is venture capital?
  • What is leveraged finance? Why and how should companies add substantial debt to their balance sheets?
  • What are the key credit, pricing and rating issues surrounding leveraged financing?
  • How can senior and mezzanine debt be used to facilitiate a management buyout or other forms of ownership transition? How can one assess a company's borrowing capacity?
  • What is the right pricing and covenant structure for leveraged buyout lending?
  • How do mezzanine financing techniques such as PIKs, warrant notes, etc work, and when does it make sense to use them? How are they priced?
  • Why and when should high yield bonds be used?
  • How can one model the cash flows and debt paydown in a leveraged buyout?
  • How can credit default swaps and collateralized debt obligations be used to manage a leveraged loan portfolio?

Who Should Attend?

The seminar is of relevance to private equity specialists, asset managers, commercial and investment bankers, securities analysts, and other individuals whose professional future may be enhanced by an understanding of leveraged and private equity financing techniques. It will also prove useful to corporate financial officers and other potential borrowers, to lenders, and to those involved in buyouts and acquisitions.

Materials

Participants will be provided with a package of materials useful to the structuring and analysis of specially tailored leveraged financing techniques, including pertinent articles, rating agency reports and sample documentation from actual deals done in North America, Europe and elsewhere. The course employs an interactive learning style, combining lectures, discussions and teamwork. A clear framework for private equity financing is presented, followed by group work on the assignments and case studies



Outline of Workshop
 
Date
Topics
Resources

Day 1
  • Private Equity: Venture Capital and Leveraged Buyouts
    • The two forms of private equity: a convergence?
    • Key elements of VC investment
    • Venture capital financing
    • Venture capital exit and performance
  • Private Equity Deals: Basic Economics for Late-Stage Buyouts
    • The PE fund and investors
    • Profile of a PE investor
    • What makes a business suitable for a PE buyout?
    • Leverage and required returns on equity
    • The equity instruments: examples
    • Managing a private equity fund
    • Fees and compensation: 80-20
    • Critieria for a LBO
    • Lifetime Fitness: Business and financial suitability
    • Debt Capacity Analysis: Spacemasters
  • Deal Logic for PE Leveraged Acquisitions
    • 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)
    • Structuring sponsor and management incentives and gains - envy factor
    • Adding value -- post-LBO restructuring
    • Illustration: the acquisition of TDC
  • Modeling the Deal
    • Profile of a leveraged lender
    • Debt capacity analysis and computations for leveraged finance
    • The 12-step method
    • Focus: synthetic ratings and debt pricing
    • Modeling the LBO cash flows
    • Focus: private equity exit strategies
    • Modeling the exit valuation
Presentations
pe-lbo-intro.pdf
pe-lbo-buyouts.pdf

Case Studies
Lifetime Fitness: Buyback or Buyout?
Spacemasters
Nukem Security Services
The LBO of ISS
iss_financials

Articles
What is Private Equity?
Introduction to Leveraged Finance
How LBO Funds Work

Debt-to-EBITDA
LBO Legal Checklist
 
Spreadsheets
wacc.xls
lifetime_wacc.xls
spacemasters.xls

lbocapacity2.xls
lbo_exit.xls


Day 2 

  • Group Assignment: Debt Capacity and Equity Return
    • Cash flow analysis: LBO entry and exit valuation
    • Cash flow analysis: key corporate numbers
    • Cash flow analysis: key predictions
    • Cash flow analysis: financing assumptions
    • Cash flow analysis: sponsor and management IRR
  • Funding Instruments: Senior Loans, Mezzanine, and High Yield Bonds
    • Senior-sub structure in leveraged finance
    • Senior secured debt: A/B structure
    • Secured bank debt: terms and conditions
    • Securitization-based financing
    • Second lien notes
    • Mezzanine instruments: PIKs and warrant notes
    • Participation finance
    • High yield bonds
    • Seller notes and earnouts
  • High Yield Bond Financing
    • Trends in covenants, pricing and defaults
    • Example: The Piaggio Bond
    • Focus: The US high yield market for non-US issuers
    • Case study: Hertz High Yield Bonds. Delegates consider a high yield bond issue in the context of a leveraged acquisition. What terms and conditions would such a bond require, and what pricing and fees would be involved?
    • Comparison of US and Eurobond market
    • A review of pricing and other key terms and their negotiation
  • Structuring and Managing an Emerging Market Deal
    • Special constraints of emerging markets
    • Key participants, including funds, banks and development institutions
    • Profile of an emerging market investor: FMO
    • Modeling the project
    • Modeling the financing: debt/mezzanine/equity

Presentations
pe-lbo-techniques.pdf
pe-lbo-highyield.pdf
pe-lbo-emerging.pdf

Case Studies
Marsh Diagnostics Term Sheet
CUSA Busways
Second lien term sheet
Jefferson Smurfit
Woodstream
Woodstream Termsheet
Piaggio
Hertz High Yield Bonds
Suriname Hydro

Articles
Leveraged Rollups
Leveraged Recaps
The Value of Loan Covenants
Second Lien Loans
Mezzanine Finance 1
Mezzanine Finance 2

Spreadsheets
iss_solution.xls
woodstream.xls
financing_abc.xls
suriname_solution.xls


Day 3

  • Financing a Buyout: Cash Flow Modelling
    • Modeling a LBO: key corporate numbers
    • Modeling a LBO: key predictions
    • Modeling a LBO: financing assumptions
    • Case study: Jordan Cement. This case offers a framework to explore the power of cash flow modelling and sensitivity analysis in a leveraged buyout.
  • Leveraged Build-Ups and Leveraged Recapitalization
    • Proactive leverage: roll-ups and recaps
    • Impact of high leverage on business efficiency and shareholder risk
    • Leveraged recaps with share buybacks or special dividends to enhance shareholder value
    • Leveraged recaps for ownership transition or cash-out
    • Case study: Ahlsell. We look at the tiering of funding instruments in this Swedish leveraged dividend recapitalization.
    • Leveraged defensive recaps
    • Leverage and exchange offers
    • Case study: Truck Toys. Delegates learn how a company with stable and growing free cash flows can exploit its debt capacity, and discuss the risks it takes in doing so.
  • Pricing a Private Equity Leveraged Deal
    • Valuation methods for trade buyers
    • Asset-based valuation
    • EBITDA multiples
    • Transaction multiples
    • Cash flow valuation
    • Valuation from a PE perspective
    • Exit valuation
    • Group Assignment: The LBO of Coach USA
  • Post-Deal Management
    • Post-transaction monitoring
    • Refinancing and asset sales
    • Exit strategies and alternatives
    • Managing troubled companies
    • Distress restructuring
  • Summary and Conclusions

Presentations
pe-lbo-cashflow.pdf
pe-lbo-recaps.pdf
pe-lbo-pricing.pdf

Case Studies
Jordan Cement
Sealed Air
Ahlsell's Recap
Truck Toys
Coach USA: Pricing a Buyout
Regal Cinemas

Articles
Leveraged Rollups
Leveraged Recaps
A Note on LBOs

Spreadsheets
Jordan_LBO_model.xls
trucktoys.xls
Coach USA_LBO_model.xls



More Resources
  1. Corporate information: finance.google.com, finance.yahoo.com, reuters.com
  2. Valuation Models (xls) - Rough calculation for choosing the correct valuation model.
  3. Corporate Finance and Debt Capacity Tables - Ratios and comparables to estimate normal gearing and valuation
  4. Rating Calculation (xls) - Estimates a rating and cost of debt based on the coverage of debt by an organization.
  5. LBO Valuation (xls) - Analyzes the value of equity in a leverage buyout.
  6. The Leveraged Loan Market
  7. Sponsors' Role in Leveraged Debt Financing
  8. Leveraged Finance articles
  9. Sample documentation for leveraged loans, leases, etc
  10. ISS Actual Financing
  11. Supplement: Credit Market Conditions
  12. More reading: Mergers, Acquisitions, and Corporate Restructurings by Patrick A. Gaughan; Introduction to Structured Finance by Frank J. Fabozzi; Leveraged Finance website at fitchratings.com
Sources: damodaran.com, Bank of America Business Capital, and others

The Instructor

Ian Giddy, a native of South Africa, has taught finance at NYU, Columbia, Wharton, Chicago and in over forty 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 the U.S. and abroad. As a banker and consultant he has been involved in the growth of the leveraged and mezzanine markets in the USA, Europe and emerging markets. 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.

giddy.org | giddyonline.com | ABSresearch.com | cloudbridge.org | wildcliff.org | contact
Copyright ©2008 Ian Giddy. All rights reserved.