LBO - Several questions?

I have been trying to learn LBO's to a basic extent, and have some questions that I have not been able to find good answers to.

1) How do you calculate IRR for an LBO, and how does it differ than the total cash return? What is the overall importance of this figure, and what is the whole conceptual theory behind IRR is the discount rate to bring NPV of all cash outflows and inflows to 0 at the end of the investment horizon. Wouldn't the sponsor want it to be above 0, so then how are they really earning any substantial returns? I was originally under the impression that the cash flow is used to pay down debt principal (for amortizing term loans) and interest expenses each year as structured with the financing. Then any excess cash flow is retained by the sponsor, and is essentially used in their exit. Is that not correct?

2) I know you are going to say I can find this online, but I have looked and was thinking that my fellow WSO monkeys could provide more insight. What is a dividend recap, and how is it used in the exit strategy of a sponsor? I read something about the target raising additional debt to pay the shareholders a dividend, but what exactly does this do? Give the sponsor total 100% ownership? If so, I was hoping I could get a basic example of that because it doesn't quite click.

3) More of a deal related question. Once the deal is structured and all financing has been agreed on, will the investment bank provide its own capital (maybe as a bridge?) to lock in the current structure, and THEN go out and locate investors (maybe also charging a higher rate to earn more interest?). Not too sure on this, but i was wondering if iBanks ever commit their own capital before a deal closes to help secure the deal with the sponsor.

4) Sort of a basic question along with #1, but why is the IRR the discount rate?

5) Regarding call features with some of the loans used, why are some debentures considered to have "prepayment risk" because it has a call feature? If you are an investor in some of the notes used for the LBO financing, and the company decides to prepay (consider it meets the rules in the call schedule) why is this perceived as a "risk" to you, the investor? Is this really only because you are not going to receive the full value or full potential of cash flow as you originally anticipated

6) I know LBO's are used in other situations besides on the behalf of a financial sponsor looking to model out their LBO structure. But what are some of the specific examples where a banker will use an LBO to model something else?

7) Lastly, given that financing fees are amortized over the useful life of the debt instruments, but are spent in cash as the transaction closes, what exactly does this look like on a cash flow statement? So obviously the financing fees will not be on the I/S as they are capitalized on the Balance sheet, but at close, it is a true cash expense. Would this be a cash outflow under CFF? And then from every year after, the amortization of the financing fee would be added back as a non-cash expense under CFO?

Apologies for all of the text, as you can tell, this is the first time I have gone through LBO's in a good amount of detail. Any input is much appreciated.

 

wow. If you really did "research" these questions and couldn't find an answer then I don't know what to tell you. These are the basics of an LBO, guy.

"Look, you're my best friend, so don't take this the wrong way. In twenty years, if you're still livin' here, comin' over to my house to watch the Patriots games, still workin' construction, I'll fuckin' kill you. That's not a threat, that's a fact.
 
peinvestor2012:
Will Hunting:

wow. If you really did "research" these questions and couldn't find an answer then I don't know what to tell you. These are the basics of an LBO, guy.

Look at the poster's history. He's obviously not going to make it.

You are probably one of the biggest dickheads on this forum, and reek of insecurity. All you do is banter people like myself who are trying to understand various concepts. That is the purpose of WSO, and you abuse it. Let me guess, you probably never got that FO FT offer at the firm you always wanted to work for and are now stuck at some moderately-average shop, so you to take it out on undergrads on WSO.. Sick bro.
"An investment in knowledge pays the best interest." - Benjamin Franklin
 

I have researched them and found conceptual answers, more like definitions. I was hoping to get practical answers from people who are actually in the industry. Investopedia and all that stuff gives very basic answers that dont really help the "understanding" of the concepts, usually just a general intro to them.

"An investment in knowledge pays the best interest." - Benjamin Franklin
 
Best Response

1- IRR for the project is calculated by using the IRR function in excel after lining up the initial equity purchase price, any dividends paid, and the equity sales price at the end of the holding period. Yes, IRR is where the discount rate will cause all cash inflows and outflows to sum to NPV = 0, but the 0 is not important so much as what the IRR number is. You see, when I'm an investor who demands a 20% rate of return to make an investment, I look at IRR's of investments/projects put before me. If I'm given three investments that have IRR's of 15%, 20%, and 25%, I will accept either of the last two, with preference toward 25% (higher is better). In an LBO, the process is incredibly risky, therefore PE firms have very high demands as to what return they earn on an investment (generally north of 20%). So IRR is important in an LBO context because it's a quick way for a PE firm to look at a model and say yes or no. Just because NPV = 0 doesn't mean the sponsor isn't earning any returns. It means that the sponsor is earning returns equal to IRR, and an excess return equal to IRR - Required Rate of Return (RRR). The cash flow numbers used to calculate IRR are taken AFTER debt obligations have been satisfied (note how I said IRR was calculated based on EQUITY purchase price, EQUITY dividends, and EQUITY sales price). Equity is determined after debt has been satisfied, so the IRR reflects only the returns attributable to the equity holders (the PE firm).

2- A dividend recapitalization is when the target company issues more debt to increase its cash balance. It then takes this cash balance and pays a dividend to the sponsor company (the PE firm). This is important because in order for the PE firm to make any money, it has to receive cash. The target company could use free cash flows to pay a dividend to the PE firm, but a dividend recapitalization accelerates the amount of money the PE firm receives, meaning it earns back its initial investment faster. This payment of a dividend does NOT affect the sponsor's equity stake in the business. It merely removes cash from the target's balance sheet and puts it on the sponsor's, while making the target more levered.

For an example, let's lay out a few numbers. PeCo paid 1B in equity and 4B in debt for Target Co in 2010. Each year TargetCo generates 500M in FCF, 400M of which is required to pay the debt. In 2011, there is 100M free for TargetCo to either pay down more debt, or pay PeCo a dividend. Let's say PeCo thinks it's not worth paying down the debt (or isn't allowed to based on terms of the debt) and wants TargetCo to pay it a dividend. PeCo can extract all $100M in the form of a dividend. But maybe $100M isn't enough because PeCo is looking at some other attractive investments out there and needs another $400M to make a new investment. So PeCo "forces" Target Co to raise $400M in debt and pay it a dividend equal to $400M + $100M (from the FCF). Now PeCo has all the funds it needs (and has already achieved a 50% return ([400 + 100] / 1000). Target Co is more levered, but lives on. Now it's important to note that this dividend is NOT buying out PeCo. When PeCo sell TargetCo down the line, it will still be able to sell its 100% equity stake.

3- Sort of. When an investment bank raises money for the deal, it will commonly underwrite the bank debt and senior debt, then syndicate the debt to institutional investors or commercial banks. I don't think they charge a higher interest rate, rather, they make their money on the volume of deal they generate. When issuing High-Yield debt, the bank that may not be able to be sourced and sold to investors in time for the closing of the deal, the iBank will offer a "bridge loan", or a loan that guarantees the amount of high-yield debt that the PE firm needs to use to buy the target company until it can finish raising it. Generally the bridge loan is crazy expensive for the PE firm and too risky for the bank to keep on its books, so bridge loans rarely get used, or if they do, get syndicated immediately (so I've read).

4- Because an LBO doesn't care about the NPV of a project (where as in a DCF, the NPV is critical to calculating an implied share price/ EV). A PE firm undertaking an LBO cares more about the IRR versus its required rate of return . If the IRR of the project is greater than its RRR, then it will invest (all other things held equal). There's no use calculating a WACC or discount rate for the investment because the PE firm already knows it's required rate of return/discount rate it must use. Technically you can discount the LBO's dividends and sale by the 20% RRR of the PE firm, but why not calculate IRR and just look at it versus the RRR?

5- Debt investors don't like prepayment/ having their bonds called because generally, when a bond is called or prepaid, that means it can be refinanced at a lower rate. If a bond can be refinanced at a lower rate, then by nature, the bond investors are holding a bond that is paying higher interest than the market rate, so the value of their bonds has gone up. As a bond investor, you would get mad if you had a superb investment returning above average rates called back because then you have to redeploy your capital into "worse" investments and have to start up your research/investment processes. This is why bondholders will request a period where bonds are non-callable and after that period, callable at a significant premium.

6- You mean when will a banker use an LBO model in something other than advising a PE firm on what to pay or the seller of a company if it's a good deal to sell? I suppose in a sell-side M&A context, LBO's can be used to justify a client as a potential investment and use the analysis to source a deal.

7- Day one, you would have a cash outflow equal to the total deferred financing fees paid. Subsequently, every year you would have a cash inflow of the amortization of part of the financing fees paid. This transaction doesn't touch CFF, only CFO.

 

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