Management Option Pool vs. Management Carry in LBO Model

Say you have:

  • 10% management option pool (assuming strike price = entry equity value)
  • 10% management carry pool (assuming no performance threshold and participation in all gains)

These would be modeled the same in a simple LBO, correct? As in, per the below Breaking Into Wall St template, you are essentially taking 10% of any exit equity value over entry equity value and giving that to management and subtracting it from sponsor / rollover equity, with the option in both scenarios to calculate with circularity or not.

I think this is right ignoring nuances that may be found in a more complicated model? And essentially same for management promote?

2 Comments
 

Based on the most helpful WSO content, management option pools and management carry pools in an LBO model are conceptually different, but in a simplified LBO model, they can indeed be modeled similarly under the assumptions you've outlined.

Key Points:

  1. Management Option Pool:

    • Typically represents a percentage of the company’s equity that management can purchase at a predetermined strike price (in this case, the entry equity value).
    • The value of the options is realized only if the exit equity value exceeds the strike price.
    • Circularity may arise if the option pool is calculated as a percentage of the total equity, including the options themselves.
  2. Management Carry Pool:

    • Represents a share of the total equity gains (exit equity value minus entry equity value) allocated to management.
    • Unlike options, carry pools do not involve a strike price; management participates directly in the upside without needing to "purchase" equity.
  3. Modeling Similarities:

    • In a simplified LBO model, both can be treated as a percentage of the equity gains (exit equity value over entry equity value).
    • The mechanics involve allocating 10% of the equity gains to management and reducing the sponsor/rollover equity accordingly.
    • Circularity can be included or excluded depending on the model’s complexity.
  4. Management Promote:

    • Similar to carry, a promote is a share of the upside but often includes performance thresholds (e.g., IRR hurdles) before management participates.
    • If thresholds are ignored, it can also be modeled similarly to the carry pool.

Simplified Assumption:

Under the assumptions provided (strike price = entry equity value for options, no performance thresholds for carry, and ignoring nuances), the treatment of these pools in a basic LBO model would indeed be similar. However, in more complex models, the differences in mechanics (e.g., strike price for options, performance thresholds for carry/promote) would need to be accounted for.

Sources: Management Option Pools in LBO Models, Management Option Pool LBO Question

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