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.

6 Comments
 
Most Helpful

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
 

Praesentium et maiores beatae eaque repellat magni. Consectetur molestiae aut sint ex officia. Sit provident tenetur dolorem.

Nemo impedit omnis perferendis voluptatem ut dolor. Tempora dolor sunt aut qui.

Minus fugit dolores vitae dolore non ut harum. Iure repellat in rerum dicta doloribus. Quisquam nihil quia et aliquid.

Career Advancement Opportunities

August 2026 Private Equity

  • The Riverside Company 99.6%
  • Blackstone Group 99.2%
  • KKR (Kohlberg Kravis Roberts) 98.9%
  • Warburg Pincus 98.5%
  • Vista Equity Partners 98.1%

Overall Employee Satisfaction

August 2026 Private Equity

  • Blackstone Group 99.6%
  • KKR (Kohlberg Kravis Roberts) 99.2%
  • The Riverside Company 98.9%
  • Ardian 98.5%
  • Warburg Pincus 98.1%

Professional Growth Opportunities

August 2026 Private Equity

  • Bain Capital 99.6%
  • The Riverside Company 99.2%
  • Blackstone Group 98.9%
  • Starwood Capital Group 98.5%
  • KKR (Kohlberg Kravis Roberts) 98.1%

Total Avg Compensation

August 2026 Private Equity

  • Principal (9) $653
  • Director/MD (24) $547
  • Vice President (99) $363
  • 3rd+ Year Associate (105) $280
  • 2nd Year Associate (235) $272
  • 1st Year Associate (413) $231
  • 3rd+ Year Analyst (33) $157
  • 2nd Year Analyst (97) $134
  • 1st Year Analyst (272) $124
  • Intern/Summer Associate (38) $81
  • Intern/Summer Analyst (355) $61
notes
16 IB Interviews Notes

“... there’s no excuse to not take advantage of the resources out there available to you. Best value for your $ are the...”

Leaderboard

1
redever's picture
redever
99.2
2
Secyh62's picture
Secyh62
99.0
3
BankonBanking's picture
BankonBanking
99.0
4
kanon's picture
kanon
99.0
5
DrApeman's picture
DrApeman
98.9
6
CompBanker's picture
CompBanker
98.9
7
Betsy Massar's picture
Betsy Massar
98.9
8
dosk17's picture
dosk17
98.9
9
GameTheory's picture
GameTheory
98.9
10
Jamoldo's picture
Jamoldo
98.8
success
From 10 rejections to 1 dream investment banking internship

“... I believe it was the single biggest reason why I ended up with an offer...”