Add on acquisitions in LBO

how would one model out add-on acquisitions in an LBO? If you wanted to consolidate a local player in the 3rd or 4th year, how would that flow through the LBO correctly and how would I make that accretive to boost returns?

 
Most Helpful

I'm sure someone will come over the top with a much more in depth explanation about how all the accounting works, but my guess is you're just looking the mechanics on how to layer this in.

  • You'll need to add rows for acquired revenue and EBITDA to your income statement so the earnings of the acquired business begin flowing through your various schedules
  • You'll need to add rows to your cash flow statement for the acquisition purchase price and fees
  • You'll need to figure out how you're going to finance the acquisition. If it will be with all debt, you'll need to build a row to calculate how much debt capacity the combined business is and then add a row in the debt schedule to add the incremental debt to your term loan (be sure to net out the portion that you'll likely be able to pay with your cash flow from that year). You should add a row for incremental equity funding in case you don't have enough debt capacity to cover the entire purchase price with just debt.
  • Be sure to subtract the financing fees from the incremental debt in your walk from EBITDA to Taxable Income in your tax schedule
  • You'll also need to add a row to your equity schedule to capture the incremental equity you invested so it flows through your returns properly
  • As for making it accretive, this really depends on your assumptions. Plug in some different purchase price / growth assumptions to see what increases returns and what doesn't. In general, lower purchase multiple than the platform, higher growth than the platform, re-levering the combined business, etc. should all be accretive to your returns

This should get you most of the way there for a quick and dirty model. Obviously a few other considerations you'd want to include if this is for a full blown transaction model.

 

On bullet 2, isn't this a double count with your adjustments for debt & equity funding? If you already show an increase in debt/equity, then why would you need to reflect the purchase price and fees in your cashflow statement?

 

Definitely take Private_Equiteer’s advice as it is the right way to do it. That said, if your deal team is super chill and you don’t need to show the model to any other parties, I suggest the following to save you a ton of time:

  • Don’t add any rows. Don’t change the model whatsoever.
  • Increase CapEx by the amount of the purchase price in Year 3.
  • Increase the revenue growth rate in Year 4 by an amount to simulate the combined business and the acquisition.

Assuming your mode is setup to run off of margin / percentages of sales, the rest of the model will all update accordingly. Furthermore, if you’re buying the business in year 3 or 4 and have a somewhat reasonable model, the growth of the base business combined with debt pay down combined with the earnings of the add-on should be sufficient enough to fund the acquisition with all debt. Putting a very large CapEx spend in the model will more or less replicate this. Only thing to be careful of is how you’re treating depreciation (new tax rules let you super accelerate depreciation, which is different than an acquisition scenario).

It’s not perfect but it will get you most of the way there.

CompBanker’s Career Guidance Services: https://www.rossettiadvisors.com/
 
Private_Equiteer:
CompBanker:
Definitely take Private_Equiteer’s advice as it is the right way to do it.

I think I need to print this out and pin it up next to my desk. Direct acknowledgement and praise from CompBanker feels even better than when a partner remembers my name!

I even gave you a Silver Banana.
CompBanker’s Career Guidance Services: https://www.rossettiadvisors.com/
 

CompBanker

Definitely take Private_Equiteer’s advice as it is the right way to do it. That said, if your deal team is super chill and you don’t need to show the model to any other parties, I suggest the following to save you a ton of time:

  • Don’t add any rows. Don’t change the model whatsoever.
  • Increase CapEx by the amount of the purchase price in Year 3.
  • Increase the revenue growth rate in Year 4 by an amount to simulate the combined business and the acquisition.

Assuming your mode is setup to run off of margin / percentages of sales, the rest of the model will all update accordingly. Furthermore, if you’re buying the business in year 3 or 4 and have a somewhat reasonable model, the growth of the base business combined with debt pay down combined with the earnings of the add-on should be sufficient enough to fund the acquisition with all debt. Putting a very large CapEx spend in the model will more or less replicate this. Only thing to be careful of is how you’re treating depreciation (new tax rules let you super accelerate depreciation, which is different than an acquisition scenario).

It’s not perfect but it will get you most of the way there.

hey, would this solution work in a PE LBO case study that is 2 hours long? I would like to add acquisitions as part of the management case and was thinking that I could assume an acq spend as % of revenue. I would also for simplicity assume that no Goodwill is created (although unrealistic of course) as well as that the target's have no debt. as such, the effect on the balance sheet (if we finance with cash) would be a decrease in cash from the cash flow statement and a reduction in equity given we eliminate the target. Or alternatively we could finance with debt. but assets from target we assume would be fully offset by reduction in cash

 

If you are doing this for a PE LBO case study I would advise that you break it out slightly just because it A) makes it easier to follow B) makes it easier to discuss C) makes it easier to sell and understand what is going on. Honestly keeping things intuitive and not obfuscating is the best way I've found to perform your best.

With that said. You don't have to make it overly complex and even adding in CapEx for M&A next to your general CapEx line (so that it doesn't flow into your D&A schedule) would probably do the trick. I might also add in another revenue line or two to make it easier to follow and discuss and so that it doesn't look like organic revenue growth.

 

Facere et quis autem debitis. Illum quasi facere reprehenderit vel officia quos. Animi qui architecto iure voluptatem molestiae rerum. Nulla qui optio voluptatem velit iste. Reiciendis omnis ut doloremque quis perferendis corporis porro optio. Adipisci occaecati repudiandae enim eos accusantium amet.

Non est dolor sapiente consequatur et molestiae. Animi accusantium eveniet sed perferendis. Dolores sit magni voluptates facilis hic voluptatem. Quibusdam temporibus numquam consequuntur perferendis rerum rem qui.

Ea quam qui et laudantium est quia dolore. Dolores voluptatem dolor aut nulla. Distinctio voluptates provident labore velit quod. Quisquam explicabo eum blanditiis eaque. Quaerat voluptatibus facilis in dolorem et eum vero enim. Non suscipit temporibus magni. Possimus consequatur rerum porro eius quas ut.

Career Advancement Opportunities

April 2024 Private Equity

  • The Riverside Company 99.5%
  • Blackstone Group 99.0%
  • Warburg Pincus 98.4%
  • KKR (Kohlberg Kravis Roberts) 97.9%
  • Bain Capital 97.4%

Overall Employee Satisfaction

April 2024 Private Equity

  • The Riverside Company 99.5%
  • Blackstone Group 98.9%
  • KKR (Kohlberg Kravis Roberts) 98.4%
  • Ardian 97.9%
  • Bain Capital 97.4%

Professional Growth Opportunities

April 2024 Private Equity

  • The Riverside Company 99.5%
  • Bain Capital 99.0%
  • Blackstone Group 98.4%
  • Warburg Pincus 97.9%
  • Starwood Capital Group 97.4%

Total Avg Compensation

April 2024 Private Equity

  • Principal (9) $653
  • Director/MD (22) $569
  • Vice President (92) $362
  • 3rd+ Year Associate (90) $280
  • 2nd Year Associate (205) $268
  • 1st Year Associate (387) $229
  • 3rd+ Year Analyst (29) $154
  • 2nd Year Analyst (83) $134
  • 1st Year Analyst (246) $122
  • Intern/Summer Associate (32) $82
  • Intern/Summer Analyst (314) $59
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
Betsy Massar's picture
Betsy Massar
99.0
3
Secyh62's picture
Secyh62
99.0
4
BankonBanking's picture
BankonBanking
99.0
5
GameTheory's picture
GameTheory
98.9
6
dosk17's picture
dosk17
98.9
7
kanon's picture
kanon
98.9
8
CompBanker's picture
CompBanker
98.9
9
numi's picture
numi
98.8
10
DrApeman's picture
DrApeman
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...”