Tell me about the different types of debt you could use in an LBO.
• REVOLVER: Lowest Int. Rate‚ Floating Cash Int.‚ 3-5 year tenor‚ not amortized‚ prepayment allowed‚ typ. investor: conservative banks‚ Senior Secured‚ Secured‚ No Call Protection‚ Maintenance Covenant
• TERM LOAN A: Low Int. Rate‚ Floating Cash Int.‚ 4-6 year tenor‚ straight-line amortized‚ prepayment allowed‚ typ. investor: conservative banks‚ Senior Secured‚ Secured‚ Sometimes Call Protection‚ Maintenance Covenant
• TERM LOAN B: Higher Int. Rate‚ Floating Cash Int.‚ 4-8 year tenor‚ minimal amortization‚ prepayment allowed‚ typ. investor: conservative banks‚ Senior Secured‚ Secured‚ Sometimes Call Protection‚ Maintenance Covenant
• SENIOR NOTES: Higher Int. Rate‚ Fixed Cash Int.‚ 7-10 year tenor‚ bullet pmt‚ prepayment not allowed‚ typ. investor: HFs/Merchant Banks/Mezzanine Funds‚ Senior Unsecured‚ Sometimes Secured‚ Yes Call Protection‚ Incurrence Covenant
• SUBORDINATED NOTES: Higher Int. Rate‚ Fixed Cash Int.‚ 8-10 year tenor‚ bullet pmt‚ prepayment not allowed‚ typ. investor: HFs/Merchant Banks/Mezzanine Funds‚ Senior Subordinated‚ Not Secured‚ Yes Call Protection‚ Incurrence Covenant
• MEZZANINE: Highest Int. Rate‚ Fixed Cash (or PIK) Int.‚ 8-12 year tenor‚ bullet pmt‚ prepayment not allowed‚ typ. investor: HFs/Merchant Banks/Mezzanine Funds‚ Equity‚ Not Secured‚ Yes Call Protection‚ Incurrence Covenant
NOTES:
• Each type of debt is arranged in order of rising interest rates - so Revolver has the lower interest rates‚ Term Loan A is slightly higher‚ B is slightly higher‚ Senior Notes are higher than Term Loan B and so on.
• “Seniority” refers to the order of claims on a company’s assets in a bankruptcy - the Senior Secured holders are first in line‚ followed by Senior Unsecured‚ Senior Subordinated‚ and then Equity Investors.
• “Floating” or “Fixed” Interest Rates: A “floating” interest rate is tied to LIBOR. For example‚ L + 100 means that the int. rate of the loan is whatever LIBOR is at currently‚ plus 100 basis point (1.00%). A fixed int. rate‚ on the other hand‚ would be 11%. It doesn’t “float” w/ LIBOR or any other rate.
• Amortization: “Straight Line” means the company pays off the principal in equal installments each year‚ while “bullet” means that the entire principal is due at the end of the loan’s lifecycle. “Minimal” just means a low percentage of the principal each year‚ usually in the 1-5% range.
• Call Protection: Is the company prohibited from “calling back” - paying off or redeeming - the security for a given period? This is beneficial for investors b/c they are guaranteed a certain number of interest payments.
How are Call Protection and “Prepayment” different? Don’t they refer to the same concept?
Call Protection refers to paying off the ENTIRE debt balance‚ whereas “Prepayment” refers to repaying PART of the principal early‚ before the official maturity date.
What are some examples of incurrence covenants? Maintenance covenants?
Incurrence Covenants:
• Company cannot take on more than $2B of total debt.
• Proceeds from any asset sales must be earmarked to repay debt.
• Company cannot make acquisitions of over $200M in size.
• Company cannot spend more than $100M on CapEx each year.
Maintenance Covenants:
• Total Debt / EBITDA cannot exceed 3.0x; Senior Debt / EBITDA cannot exceeds 2.0x
• (Total Cash Payable Debt + Capitalized Leases) / EBITDAR cannot exceed 4.0x
• EBITDA / Interest Expense cannot fall below 5.0x
• EBITDA / Cash Interest Expense cannot fall below 3.0x
• (EBITDA - CapEx) / Interest Expense cannot fall below 2.0x
Why would you use PIK (Payment In Kind) debt rather than other types of debt‚ and how does it affect the debt schedules and the other statements?
- Unlike “normal” debt‚ a PIK loan does not require the borrower to make cash interest payments - instead‚ the interest accrues to the loan principal‚ which keeps going up over time. A PIK “toggle” allows the company to choose whether to pay the interest in cash or have it accrue to principal.
- PIK is riskier than other forms of debt and carries with it a higher interest rate than traditional Bank Debt or High-Yield Debt.
- Adding it to the debt schedules is similar to adding High-Yield Debt w/ a bullet maturity - except instead of assuming cash interest payments‚ you assume that the interest accrues to the principal.
- You include this interest on the Income Statement‚ but you need to add back any PIK interest on the Cash Flow Statement‚ b/c it’s a non-cash expense.
How does Preferred Stock fit into these different financing methods? Isn’t it a type of Debt as well?
- Preferred Stock is similar to Debt and it would match the “Mezzanine” column in the table (on p. 43) most closely.
- Just like w/ Mezzanine‚ Preferred stock has the lowest seniority in the capital structure and tends to have higher interest rates than other types of Debt.
How do you treat Noncontrolling Interests (AKA minority interests) and Investments in Equity Interests (AKA Associate Companies) in an LBO model?
- Normally you leave these alone and assume that nothing happens - so they show up in BOTH the Sources AND Uses columns when you make assumptions in the beginning.
- You could assume that the PE firm acquires one or both of these‚ in which case they would ONLY show up in the Uses column - similar to refinancing existing Debt.
What about “Excess Cash”? Why do you sometimes see that in a Sources & Uses table?
- This represents the scenario where the company itself uses its excess cash (i.e. if it only requires $10M in cash but has $50M on its B/S‚ $40M is the excess cash) to fund the transaction. This always shows up in the Sources column.
- It’s just like how you subtract Cash when calculating Enterprise Value: an acquirer would “receive” that Cash upon buying the company.
- You do not always see this item - it’s more common when the company has a huge amount of excess cash and has no real reason for having it.
Can you give a complete list of items that you might see in the Sources & Uses section and explain the less common ones?
- SOURCES: Debt and Preferred Stock (All Types)‚ Investor Equity (PE firm’s cash)‚ Debt Assumed‚ Noncontrolling Interests Assumed‚ Management Rollover
- USES: Equity Value of Company‚ Advisory and Legal Fees‚ Capitalized Financing Fees‚ Debt Assumed‚ Noncontrolling Interests Assumed‚ Debt Refinanced‚ Noncontrolling Interests Purchased.
- Debt and Debt-like items such as existing Preferred Stock and Noncontrolling Interests can always be either assumed (remain on the B/S) or refinanced/purchased (paid off and disappear).
- The “management rollover” refers to the option to let the management team reinvest their shares and options into the deal. For example‚ if the team currently owns 5% of the company‚ the PE firm might say‚ “We’ll acquire 95% of the shares‚ and then let you keep the 5% you own to incentivize you to perform well over these next few years and reap the rewards.”
Walk me through how you adjust the Balance Sheet in an LBO model.
• This is very similar to what you see in a merger model - you calculate Goodwill‚ Other Intangible Assets‚ and the rest of the Write-Ups in the same way‚ and then the B/S adjustments (e.g. subtracting Cash‚ adding in Capitalized Financing Fees‚ writing up Assets‚ wiping out Goodwill‚ adjusting the DTAs/DTLs‚ adding in new debt‚ etc.) are almost all the same.
• The key differences are:
1) In an LBO model you assume that the existing Shareholders’ Equity is wiped out and replaced by the value of the cash the PE firm contributes to buy the company; you may also add in Preferred Stock‚ Management Rollover‚ or Rollover from Option Holders to this number as well depending on your assumptions.
2) In an LBO model you’ll usually add more tranches of debt compared to what you would see in a merger model.
3) In an LBO model‚ you’re not combining two companies’ Balance Sheets.
Why are Capitalized Financing Fees an Asset?
There are a couple ways to think about this:
• It’s just like Prepaid Expenses items on the Assets side: paid for in cash up-front and then recognized as an expense over many years. Since the company has already paid for it in cash‚ its not going to cost them anything more in future periods.
• An Asset represents potential future income or potential future savings; Capitalized Financing Fees have already been paid in cash‚ so when the expense is recognized on the Income Statement over several years it reduces the company’s taxes (similar to Prepaid Expenses).
How would you adjust the Income Statement in an LBO model?
The most common adjustments:
• Cost Savings - Often you assume the PE firm cuts costs by laying off employees‚ which could affect COGS‚ Operating Expenses‚ or both.
• New Depreciation Expense - This comes from any PP&E Write-Ups in the transaction.
• New Amortization Expense - This includes both the amortization from written-up intangibles and from capitalized financing fees.
• Interest Expense on LBO Debt - You need to include both Cash and PIK interest here.
• Sponsor Management Fees - Sometimes PE firms charge a “management fee” to a company to account for the time they spend managing it.
NOTES:
• Cost Savings and new D&A hit the Operating Income line; Int. Expense and Sponsor Management Fees affect Pre-Tax Income.
• Common and Preferred Stock Dividends (e.g. from a Dividend Recap‚ or just a normal preferred stock issuance) are not on this list b/c theoretically‚ Dividends should always be listed on the SCF.
• In many cases‚ however‚ they will actually be shown on the I/S in an LBO and will impact the Net Income line item only (no tax impact - they get subtracted after you’ve calculated Pre-Tax Income * (1 - Tax Rate)). Just be aware of this b/c you will see it from time to time‚ and remember that neither one is tax-deductible.
Can you walk me through how a Debt Schedule works in an LBO model when you have multiple tranches of Debt? For example‚ what happens when you have Existing Debt‚ a Revolver‚ Term Loans‚ and Senior Notes?
First off‚ note that you MUST make all mandatory debt repayments on each tranche of debt before anything else. So there is no real “order” there - you simply have to repay what is required. The “order” applies only when you have extra cash flow beyond what is needed to meet these mandatory repayments:
• REVOLVER: You borrow additional funds here and add them to the balance if you don’t have enough cash flow to meet the mandatory debt repayments each year; you use any extra cash flow each year to repay this Revolver first‚ before any other debt.
• EXISTING DEBT: This comes first‚ before the new debt raised in the LBO‚ when setting aside extra cash flow to make optional repayments.
• TERM LOANS: Payments on these come after paying off the Revolver and any existing debt.
• SENIOR NOTES: These come last in the hierarchy and typically optional repayment is limited or not allowed at all.
• To track this in an LBO model‚ you need to separate out the Revolver from the mandatory repayments from the optional repayments‚ and keep track of the cash flow that’s available after each stage of the process.
Explain how a Revolver is used in an LBO model.
- You use a Revolver when the cash required for Mandatory Debt Repayments exceeds the cash flow you have available to repay them.
- REVOLVER BORROWING = MAX(0‚ Total Mandatory Debt Repayment - Cash Flow Available to Repay Debt)
- The Revolver starts off “undrawn‚” meaning that you don’t borrow money and don’t accrue a balance unless you need it - similar to how credit cards work.
- You add any required Revolver Borrowing to your running total for cash flow available for debt repayment before you calculate Mandatory and Optional Debt Repayments.
- Within the debt repayments themselves‚ you assume that any Revolver Borrowing from previous years is paid off first with excess cash flow before you pay off any Term Loans.
Walk me through how you calculate optional debt repayments in an LBO model.
- First‚ note that you ONLY look at optional repayments for Revolvers and Term Loans - High-Yield Debt doesn’t have a prepayment option‚ so effectively it’s always $0.
- You start by checking how much cash flow is available based on your Beg. Cash Balance‚ Min. Cash Balance‚ Cash Flow Available for Debt Repayment from the Cash Flow Statement‚ and how much you’ve spent on Mandatory Debt Repayments so far.
- Then‚ if you’ve used your Revolver at all‚ you pay off the maximum amount that you can with the cash flow you have available.
- Next‚ for Term Loan A you assume that you pay off the maximum possible amount‚ taking into account the fact that you have less cash flow from having paid down the Revolver. You also need to take into account the fact that you might have paid off some of Term Loan A’s principal as part of the Mandatory Repayments.
- Finally‚ you do the same thing for Term Loan B‚ subtracting from the “cash flow available for debt repayment” what you’ve already used for the Revolver and Term Loan A.
- Just like with Term Loan A‚ you need to take into account any Mandatory Repayments you’ve made so that you don’t pay off more than the entire Term Loan B balance.
- The formulas here get very messy and depend on how your model is set up‚ but this is the basic idea for optional debt repayments.
Let’s walk through a real-life example of debt modeling now. Let’s say that we have $100M of debt w/ 5% cash interest‚ 5% PIK interest and amortization of 10% per year. How do you reflect this on the financial statements?
To simplify this scenario‚ we’ll assume that interest is based on the beg. debt balance rather than the average balance over the course of the year.
• Income Statement: There’s $5M of cash interest and $5M of PIK interest‚ for a total of $10M in interest expense‚ which reduces Pre-Tax Income by $10M and Net Income by $6M assuming a 40% tax rate.
• Cash Flow Statement: Net Income is $6M lower‚ but you add back the $5M in PIK interest b/c it was a non-cash charge. CFO is down by $1M‚ Since there’s 10% amortization per year‚ you repay $10M of debt each year (and presumably the entire remaining amount at the end of the period) in the CFF section - so cash at the bottom is down by $11M.
• Balance Sheet: Cash is down by $11M on the Assets side‚ so that entire side is down by $11M. On the other side‚ Debt is up by $5M due to the PIK interest but down by $10M due to the principal repayment‚ for a net reduction of $5M. Shareholders’ Equity is down by $6M due to the reduced Net Income‚ so both sides are down by $11M and balance.
• Each year after this‚ you base the cash and PIK interest on the new debt principal number and adjust the rest of the numbers accordingly.
Why do we show PIK interest in the Cash Flow from Operations section? Isn’t it a financing activity?
- First‚ note that interest expense NEVER shows up in the CFF section b/c it is tax-deductible and it always appears on the I/S. So showing anything in that section for interest expense would be double-counting.
- You show PIK interest in the CFO section b/c it is a non-cash expense - we’re adding it back b/c it’s just like D&A. It reduces taxes but is not actually paid out in cash.
What if there’s a stub period in a leveraged buyout? Normally you assume full years‚ but what happens if the PE firm acquires a company halfway through the year instead?
- In this case‚ you have to project the financial statements for this “stub period‚” which is easier than it sounds b/c it is usually a matter of multiplying the full-year statements by 1/4‚ 1/2‚ 3/4‚ and so on. If you have quarterly projections‚ you could use those and avoid the need for extra math.
- Example: If the PE firm buys the company on Mar. 31‚ you would multiply the line items on the full-year I/S and SCF by 3/4 to determine the numbers from Apr. 1 to Dec. 31‚ which is three-quarters of the year. You would also have to project the B/S to the Mar. 31 close date and use those numbers when adjusting the B/S and allocating the purchase price.
- The IRR calculation will also be different in this case.
- This concept is not difficult‚ but it creates extra work w/o a huge benefit so most LBO models are built based on full calendar years instead.
Normally we care about the IRR for the equity investors in an LBO - the PE firm that buys the company - but how do we calculate the IRR for the debt investors?
- For the debt investors‚ you need to calculate the interest and principal payments that they receive from the company each year.
- Then you simply use the IRR function in Excel and start with the negative amount of the original debt for “Year 0‚” assume that the interest and principal payments each year are your “cash flows” and then assume that the remaining debt balance in the final year is your “exit value.”
- Most of the time‚ returns for debt investors will be lower than returns for the equity investors - but if the deal goes poorly or the PE firm can’t sell the company for a good price‚ the reverse could easily be true.
- How would you model a “waterfall return” structure where different equity investors in an LBO receive different percentages of the returns‚ depending on the overall IRR?
- For example‚ let’s say that Investor Group A receives 10% of the returns up to a 15% IRR (Investor Group B receives 90%) but then receives 15% of the returns (with Investor Group B receiving 85%) beyond a 15% IRR. How does that work?
The exact Excel formulas for doing this get tricky‚ but here is the basic idea with simple numbers to make it easier to understand:
• First‚ you do a check to see what the IRR is with the amount of net sale proceeds you’ve assumed. For example‚ let’s say you get back $500M at the end and calculate that $500M equates to an 18% IRR.
• Next‚ you determine what amount of those proceeds equals a 15% IRR. So let’s say you run the numbers and find that $450M would equal a 15% IRR.
• You allocate 10% of this $450M to Investor Group A and 90% to Investor Group B.
• Then‚ you allocate 15% of the remaining $50M ($500M minus $450M) to Investor Group A and 85% to Investor Group B.
• This scenario is common in real estate development‚ where multiple groups of equity investors are commonplace‚ but you do see it in some LBOs as well.
In an LBO model‚ is it possible for debt investors to earn a higher return than the PE firm? What does it tell us about the company we’re modeling?
- Yes‚ and it happens more often than you’d think. Remember‚ High-Yield Debt investors often get interest rates of 10-15% or more - which effectively guarantees an IRR in that range for them.
- So no matter what happens to the company or the market‚ that debt gets repaid and the debt investors receive their interest payments.
- But let’s say that the median EBITDA multiples contract‚ or that the company fails to grow or actually shrinks - in these cases the PE firm could easily get an IRR lower than what the debt investors get.
Most of the time‚ increased leverage means an increased IRR. Explain how increasing the leverage could reduce the IRR.
- Increased leverage‚ past a certain point could easily reduce IRR:
- If interest payments and principal repayments exceed the company’s cash flow‚ the IRR will drop.
- If there’s declining growth or margins‚ you could also get a scenario where increasing debt past a certain point results in a lower IRR.
- Most of the time increasing the Debt balance increases the IRR - but not always. The trick with an LBO is to find the “sweet spot” that maximizes the IRR for the PE firm but which also doesn’t make it difficult for the company to repay debt.
how do different types of Debt and interest options affect the IRR? For example‚ does it benefit the PE firm to use a higher percentage of Term Loans or higher percentage of Senior or Subordinated Notes? What about cash vs. PIK interest?
- It is almost always better to use Debt with lower interest rates and Debt that can be repaid early. Otherwise‚ the company’s cash flows are being “wasted” b/c it’s generating cash but the PE firm is not using this cash in any way.
- So all else being equal‚ having Term Loans rather than Senior or Subordinated Notes or Mezzanine will boost IRR; cash interest will boost IRR over PIK interest b/c the debt principal doesn’t “balloon” over time; and lower interest rates will also boost IRR.
- However‚ this doesn’t tell the whole story: sometimes a PE firm will use High-Yield Debt or debt w/ PIK interest anyway if the company is having cash flow issues or if it’s too difficult to raise the funds via Term Loans.
Let’s say that we have a stub period in an LBO and that the PE firm initially acquires the company midway through the year (assume June 30). How does that impact the returns calculation?
- In this case you have to use the XIRR function in Excel rather than the IRR function‚ and you enter the dates of all the cash flows in addition to the amounts.
- The impact on IRR depends on the length of the holding period. If this “stub period” results in a longer holding period (5.5 years or 5.75 years rather than 5 years)‚ IRR will decrease because a longer time period means a lower effective interest rate.
- If this “stub period” results in a shorter holding period (4.5 years or 4.75 years rather than 5 years)‚ IRR will increase b/c a shorter time period = a higher effective interest rate.
Just like a normal M&A deal‚ you can structure an LBO either as a stock purchase or as an asset purchase. Can you also use a Section 338(h)(10) election?
In most cases‚ no - b/c one of the requirements for Section 338(h)(10) is that the buyer must be a C corporation. Most PE firms are organized as LLCs or Limited Partnerships‚ and when they acquire companies in an LBO‚ they create an LLC shell company that “acquires” the company on paper.
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