Mgmt options in LBO - why everywhere different?

I've seen so many different ways of how management options are calculated within an LBO and I am confused. 

What is the most replicable way of thinking about it? 

e.g., I am looking at a case with 5% mgmt options on a deal in which mgmt invested 25% from the start (and 75% sponsor). Upon exit there is hte potential for 5% addtional options.

I tried to reason myself through it via a per share logic and thought about the proceeds I get when we assume strike prices of beginning equity structure but it still does not make sense to me.

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I might be in the minority on this, but I find the 'per share' method more confusing than just sketching out each step of the waterfall based on (i) proceeds available/needed to be paid in that step based on the design and available proceeds, (ii) implied ownership % for each party in that step.

I'm making things up, but this is probably close to the intended design. Let's say management gets 5% after everyone is repaid a 1x and 5% after a 2x.

I would therefore model out the following (with some fake numbers thrown in and assuming $100M initial equity):
 

  • Enterprise Value: $300M
  • (Less) Net Debt, Fees, etc.
  • Equity Value to distribute: $250M

  • Step 1: Distribute 1x ($100M)
    • Sponsor (75%): $75M
    • Management rollover (25%): $25M
  • Step 2: Distribute 1-2x (next $100M but incorporating dilution from 5% options so $100 / .95 = $105.3
    • Sponsor (75%* .95): $75M
    • Management rollover (25% * .95): $25M
    • Management options (5%): $5.3M
  • Step 3: Distribute > 2x (remaining $44.7M)
    • Sponsor (75% * .90): ~$30M
    • Management rollover (25% * .90): ~$10M
    • Management options (10%): $4.5M
  • Memo: Total proceeds
    • Sponsor: $180.2M (2.4x MOIC)
    • Management rollover: $60.0M (2.4x MOIC)
    • Management options: $9.8M
    • Total: $250.0M
 

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