There are a few other discussions on this topic, but I want to go into a little more depth (past the initial "How do I do this easy example"). I will provide two different situations (which have both happened) and would love to hear how everyone thinks through each of these sources and uses (as well as the pro-forma ownership of the firm post transaction).
As a background, I am a third year analyst at a BB and have seen and heard all 3 of these structures used. Particularly, a potential acquirer was attempting situation 3 a few months ago.
To begin: Both situations assume "pari passu" in the capital structure and cash-free/debt-free basis.
Situation 1:
Indication: Management will be rolling over 20% of proceeds into the deal.
EV = 250MM
EBITDA = 25MM
Debt = 0
Cash = 0
Multiple = 5x
**Proposed S&U: **
Sources:
Debt: 125MM
Sponsor: 75MM
Rollover: 50MM
Uses:
Purchase of Equity: 200MM
Rollover: 50MM
Proposed Ownership: Shared Leverage Benefits
Sponsor: 60%
Management: 40%
Situation 2:
Indication: Management will be rolling over 20% of ownership into the deal
EV = 250MM
EBITDA = 25MM
Debt = 0
Cash = 0
Multiple = 5x
**Proposed S&U: **
Sources:
Debt: 125MM
Equity: 100MM
Rollover: 25MM
Uses:
Purchase of Equity: 225MM
Rollover: 25MM
Proposed Ownership: Shared Leverage Benefits
Sponsor: 80%
Management: 20%
Situation 3:
Indication: Sponsor will purchase 80% of the firm at a 250MM valuation
EV = 250MM
EBITDA = 25MM
Debt = 0
Cash = 0
Multiple = 5x
**Proposed S&U: **
Sources:
Debt: 125MM
Sponsor Equity: 75MM
Rollover: 50MM
Uses:
Purchase of Equity: 200MM
Rollover: 50MM
Proposed Ownership:
Sponsor: 80% (Book Value of equity increased to 100MM by debt entry to capital structure)
Management: 20% (Book Value of equity diluted to 25MM by debt entry to capital structure)
The question I have is, which is the most common situation that you have seen?
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