Hey all, I have an upcoming modeling test for a couple of MM/UMM funds and would appreciate claryifing a couple of points relating to LBO modeling: SBC - How to treat them in the context of an LBO? For the projection years, should I take into account any SBC? Say I have a SaaS company that historically has had ~30% of Adj. EBITDA in the form of SBC.

SBCUsually you undo the impact to the P&L (for a public company) and forecast the P&L using historical trends (now without the impact of SBC)You replace SBC with a management incentive plan (MIP) and consider implementing or upsizing an employee annual bonus pool (usually much smaller in comparison to the original SBC pool)MIPSponsors structure these all different ways, so there is no "standard"; however, the below is probably amongst the more commonEnterprise Value(Less) Net Debt)= Equity ValueStep 1: Pay 1x (may or may not also have PIK interest on top) to sponsor (computed as 1x the

LBO Modeling Questions

Hey all, I have an upcoming modeling test for a couple of MM/UMM funds and would appreciate claryifing a couple of points relating to LBO modeling:

SBC - How to treat them in the context of an LBO? For the projection years, should I take into account any SBC? Say I have a SaaS company that historically has had ~30% of Adj. EBITDA in the form of SBC. Most of the public comps forward multiples are based on SBC adjusted EBITDA, thus there might be some distortion on entry vs exit multiples.
Management Option Pool / Incentive Plan - I came across several methods of dealing with those but would be good to know what's the standard way of modeling those out. Say on entry sponsor owns 100% and grants 10% MIP. What proceeds does sponsor receive on exit, assuming equity value (pre MIP) is 1,000?

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5 Comments

Avanc

IB

1y

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IB

Associate 1 in IB - Cov

1y

How do you pay out SBC on a private company?

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SaaSChimp

PE

1y

Most Helpful

SBC
- Usually you undo the impact to the P&L (for a public company) and forecast the P&L using historical trends (now without the impact of SBC)
- You replace SBC with a management incentive plan (MIP) and consider implementing or upsizing an employee annual bonus pool (usually much smaller in comparison to the original SBC pool)
MIP
- Sponsors structure these all different ways, so there is no "standard"; however, the below is probably amongst the more common
- Enterprise Value
- (Less) Net Debt)
- = Equity Value
- Step 1: Pay 1x (may or may not also have PIK interest on top) to sponsor (computed as 1x their investment/preferred equity)
- Step 2: Split remaining common equity proceeds pro rata between sponsor (90%) and management pool (10%)

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Authored by: Certified Private Equity Professional - Managing DirectorCertified Private Equity Pro

Avanc

IB

1y

Thanks! So for SBC, I can simply ignore it (ie won't add it back to EBITDA) when analyze public comps prior to the LBO?

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Asrk24895

IB

1y

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