Mechanics of Distressed PE?
With regular buyout PE, the process of an LBO is fairly well known - rack up a lot of debt, and contribute some equity. However, with distressed investments, how do funds actually carry them out? It seems as if LBOs cannot be used for these, so do funds go 100% equity on these investments?
Company is in distress - EV is 500m, EBITDA is 100m, multiple is 5x. Debt is 450m (150m Junior, 300m Senior), Equity is 50m, however this capstack is not sustainable so the company undergoes a distressed sale (case 1) or lenders convert debt into equity (Case 2).
Case 1 - Distressed Sale
Distressed PE fund buys the Co for 500m (wiping off the 50m of equity of the current owner as they need to inject 50m if the business to make it run), these 500m funded with 250m of equity and 250m of debt (all senior) - just like a normal buyout but given compressed multiple 50% of debt is 2.5x leverage which is very low
PE fund normalises the performance of the business over 3-5 years, implements operating best practices, cuts costs. Assuming 0 EBITDA growth and 0 cash generation / dividends but just that the business is a perfomring one - multiple is now at 8-9x (say 8.5x to run calcs).
EV is now 850m, less 250m of debt, that is 600m, so the distressed PE fund did make 2.4x their money - depending on timing of entry / exit - that is an IRR over 15% for a 5 year investment or over 25% for a 3 year investment (someone can run the calcs if needed I could not care less).
Case 2 - Restructuring
Distressed PE buys all the junior debt (for 150m - I know in fact the junior debt may be trading below par but just making it nice and easy), says that the company will run out of cash and debt holders need to invest 50m in cash and offers to do that full amount in exchange of the following: 100% equity ownership and writing off all the junior debt piece and rolling the existing debt (300m).
To recap - the new cap stack is Equity 100% owned by distressed PE (total capital invested 200m - 150m to purchase the junior debt + 50m of cash injected into the business), and 300m of debt.
same story as the above: PE fund normalises the performance of the business over 3-5 years, implements operating best practices, cuts costs. Assuming 0 EBITDA growth and 0 cash generation / dividends but just that the business is a perfomring one - multiple is now at 8-9x (say 8.5x to run calcs).
EV is now 850m, less 300m of debt, that is 550m, so the distressed PE fund did make 2.75x their money - depending on timing of entry / exit - that is an IRR over 20% for a 5 year investment or over 30% for a 3 year investment (someone can run the calcs if needed I could not care less).
Let me know if any questions, happy to expand on either way of doing the deal
Great post, well written!
Thanks - appreciate it!
Thank you so much for the details, this is incredibly well written and detailed! Regarding the second example, please correct me if I'm wrong, but does the fund essentially put in $50M into the company + write off $150M in debt in order to gain all the equity in the company? In this case, how would the equity actually be transferred to the PE fund, because wouldn't the PE have to purchase shares from current shareholders? Thank you so much!
Also, just another quick side question, is there a difference between capital structure and capital stack?
Let me start with the second one - they are the same thing.
Good question, depending on the country it may be through a court decision or a mutual agreement between the distressed PE fund and current shareholders (either can happen in most jurisdictions, but one way other the other is preferred depending on the country), either the current shareholders are wiped out by court decision (structured as assets moved into another company owned by you with your $50m of cash sitting there), or they agree to sell 100% of their equity for say $1 (or any other negligible amount) which is bascially 0, or they get diluted to say 0.1% as the company issues new shares which is where the $50m of cash injection comes from.
What would the difference be between the first and second method, why opt for either one over the other? It seems like at the end of the day the difference between the two scenarios would be that you would have an extra 50mm financing from the second option.
If you think about the second scenario you are not buying the company outright - so effectively you invest with a certain degree of certainty that you will be able to take over the company, but there is a likelyhood that you do not win the argument (see Hertz currently where different lenders are fighting to get their proposal approved). So the benefit of investing $50m less is balanced by a higher execution risk as opposed to option 1 where you are 100% certain that if your offer wins the auction you will be the owner.
Let me give you an example as to how can option 2 can go wrong: say you are Oaktree/Centerbrige or any other distressed PE fund, you bought these $150m of Junior debt. You offer your plan to recapitalise and take over the business (as per the above), however the other lenders (the $300m of senior debt) disagree with your plan and they prefer the current owner given that you are a PE fund known for aggressive financial policies and they would rather invest the $50m themselves into the business and keep you in as junior lender and keep the current management team and owner. To make everyone better off they may give you an incremental 2% of PIK on your debt (already paying say 7.5%), they get an incremental covenant to protect them on the downside and they think everyone will be happy - to approve such plan they may need approval from the majority of the lenders or maybe 66.6% of lenders (depending on the inter creditor agreement), but where I am going is that it may not be under your control.
So by strucuturing your investment as such you may save $50m but you take significant execution risk around your deal - as everything in finance, it's a risk/reward that you may want to take as an investor or not.
It seems that you work in distressed PE. Do you mind sharing color on a memorable deal you have worked on and why did you pick this one?
A lot of these deals are done away from the press to avoid any pressure to processes that are already very complex. Look at the big restructuring deals that did take place over the last 15 months and understand who bought what / what was their thesis. Just to name a few look at: Travelport, Hertz, Neiman Marcus, Sears
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