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Buyout Transaction

The Buyout procedure involves the buyer acquiring an equity stake that is controlling within the desired company. Buyouts may include takeovers, managerial buyouts (MBOs) as well as leveraged buyouts (LBOs). Normally they occur in leveraged buyout (LBO) transactions where a large quantity of borrowing is utilized to finance a significant part in the purchase. The financing for an LBO usually includes senior debt such as equity, junk bonds as well as mezzanine financing. The term mezzanine finance refers to a combination between equity and debt. It can be structured to fit every particular deal.

Leveraged Buyout (LBO)

The perspective of an LBO transaction, also known as an LBO model, isn’t an approach to valuation, however it is a method of incorporating the capital structure of the business and other variables to determine the amount of return the private equity firm can be expecting from the deal. The goal is not to evaluate the company but rather to establish the most expensive price for the firm that private equity must offer for the stake it holds.

LBO Model

The LBO model is comprised of three primary inputs:

  • Forecasted Cash Flows for the company of interest.
  • Expected return to the provider of the finance.
  • The amount total of financing or borrowing.

Forecasts of cash flows are prepared by the management of the company being targeted but are scrutinized by a Private Equity firm. The date of exit (when the targeted company has to sell) is assessed on different dates to evaluate its effect on the anticipated returns. Value of the company at the time is estimated with a relative value approach or market analysis.

The components of the return anticipated to be provided by the PE firm include:

  • The yield on the preferred shares of the firm that invests in private equity.
  • The higher multiple at departure.
  • A reduction of the amount of debt claimed.

The LBO model is comprised of three primary inputs:

Forecasted Cash Flows for the company of interest.

  • Expected return to the provider of the finance.
  • The amount total of financing or borrowing.

Forecasts of cash flows are prepared by the management of the company being targeted but are scrutinized by a Private Equity firm. The date of exit (when the targeted company has to sell) is assessed on different dates to evaluate its effect on the anticipated returns. Value of the company at the time is estimated with a relative value approach or market analysis.

The components of the return anticipated to be provided by the PE firm include:

  • The yield on the preferred shares of the firm that invests in private equity.
  • The higher multiple at departure.
  • A reduction of the amount of debt claimed.
Exit Value

The value at which the exit is calculated is interpreted as:

Cost of investment + growth in earnings of an increase in price multiple and a decrease in the amount of debt equals the value of exit

Private Equity Valuation Methodologies

Six different methods are used to evaluate portfolio companies with private equity.

  1. The Discounted Cash Flow (DCF) study is suitable for companies with lengthy operating history as it needs an estimation of the cash flow.
  2. An approach called a relative value method employs a price multiplier that is, for instance, the price-earnings ratio in comparison to the company’s earnings, to estimate the value of the company. This method requires regular cash flows as well as a long historical record.
  3. The third option is based on real-time option analysis and is suitable for businesses that are still in the beginning stages and have the ability to change their strategies in the future.
  4. The fourth option is to use an approach that considers the replacement costs that the firm has to pay. This approach is usually not appropriate to older companies whose history of value added is difficult to determine.
  5. The two other approaches, the venture capital method and leveraged Buyout technique will be discussed in the final section of this article.

The two other approaches, the venture capital method as well as the leveraged Buyout technique are covered in the final section of this article.