Capital structure terms?
Hi guys:
In a buyout transaction, what does the phrase "roll forward the capital structure" mean?
I heard the phrase in the context of "let's assume the current capital structure, don't think we roll forward the capital structure". Not sure what that means since I thought "keeping current capital structure" = "roll forward capital structure".
Thanks!
Would also love clarification on this. I think this means once the current owners sell, as part of compensation they can receive equity in the new entity instead of 100% cash. Depending on the trajectory of the new company (like if the business is being acquired in a roll up by a PE firm who is going to sell in a few years as at higher price) that piece of equity could be worth a lot more than cash at close. I think PE firms organize deals like this sometimes to receive a higher return, but honestly would like someone with more knowledge to A) let me know if I’m on the right track and B) explain the pros and cons of rolling equity forward for both parties.
The context of the phrasing doesn’t quite make sense for me, so I may have misunderstood.
In buyout transactions there are two potential sources of “rolls” I can think of.
Rolled equity from existing management. This is usually more important as it shows continued alignment/skin in the game.
Rolled debt, since most debt has a change of control provision upon change of control, there is an obligation to repay the debt. However the existing bank and the new equity owner may be happy with the terms offered by the current lender and therefore rollover the debt. Based on what I have seen it is more common to have debt survive a listing change of control but this no doubt differs based on region, deal size etc
I've never heard this phrase before.
The overwhelming majority of syndicated credit facilities have change of control provisions that require payback in a buyout. Maybe the new facilities are assumed to have a similar leverage profile to the existing.
I agree with the posters above- I work in private credit/direct lending, and I have never heard this phrase used before.
I suppose keeping the capital structure in place (of course with new bondholders) would be the most intuitive response. For example, keeping LTV the same post deal, and replacing the prior lenders with new lenders.
Only thing that I can think of is if they mean relevering to the same multiple over time and taking out dividend recaps...
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