A
Leverage Buy-Out
(LBO) is a method of financing acquisitions
of interests by using financial leverage.
This technique consists in creating
a holding company that will partially finance the acquisition
by means of bank borrowing, the debt being paid back
out of the purchased company’s dividends. In concrete
terms, you form the capital (alone or with a pool of
partners) of the holding company with a minimum contribution
completed by a bank loan. At the end of each year, the
dividends generated by the company taken over are then
transferred up to the holding company to redeem the
debt (a loan, generally of 6 or 8 years).
Exemple :
For the acquisition of a company worth
100, you form a holding company that funds the 100 by
means of a capital contribution of 20 and a bank loan
of 80. The holding company thus owns 100% of the capital
of the company purchased.
To pay back the loan, the parent or holding company
uses the dividends. As LBOs are based on bank borrowings,
they rely on:
The ability to secure the confidence of banks or investors:
the personality and the financial soundness of the buyers
are key factors.
The capacity of the acquired company to make profits:
if no dividends are generated, the holding company could
go bankrupt.
The medium-term prospects of the acquired
company must therefore be carefully analysed, along
with its investment needs (debt redemption can hinder
its development).
More generally, the capital/debt ratio
must be properly calculated having regard for potential
profits.
This is currently a highly active market.
LBOs account for 45% of sums invested in Europe by financial
investors. And for the past 10 years, the Internal Rate
of Return (IRR) of these investments has been constantly
on the rise.
Three factors explain why the phenomenon
of company transfers is so acute:
The population pyramid, which leads many company founders
to hand over the control. The expansion of a domestic
market to a European scale, leading companies to implement
external growth strategies to acquire European status;
The ‘financiarization’ of the economy, which
increasingly leads buyers to regard companies as a "product"
or an "investment", purchased with a view
to securing subsequent capital gains;
Companies engaged in external growth strategies.
Three categories of investors are involved
in the LBO market:
Private individuals, such as business executives, often
in partnership with financiers (the role of the financiers
in the set-up is changing and becoming increasingly
predominant);
Financiers, who are focussing more and more on majority
LBOs so as to keep control over their withdrawal;
Industrialists, in the form of dividends, the profits
made by the purchased company.
The example above clearly demonstrates
that by multiplying the return on capital via leverage
(purchasing a company worth 100 with an investment of
20), an LBO is a great way to optimise return on equity.
In terms of taxation, the savings made on an LBO are
equivalent to the amount of interest paid on the acquisition
debt, provided the holding company owns at least 95%
of the company acquired. We should add that LBOs are
becoming increasingly pertinent in a context of growing
‘financiarization’ of the economy.
MBO (Management Buy-Out): acquisition
of a company financially involving the in-house management
team, with or without leverage. IBO (Institutional Buy-Out): acquisition
of a company by an investment fund, with or without
the support of the management. MBI (Management Buy-In): acquisition
of a company financially involving a management team
from outside the company, with or without leverage. BIMBO (Buy-In Management Buy-Out):
acquisition of a company financially involving a combined
management team consisting of in-house managers and
new managers from outside the company, without or without
leverage. LBU (Leverage Build-Up): an MBO or
MBI followed by one or more external growth operations
partly leverage financed. OBO (Owner Buy Out): A buyout by the
owner as part of an LBO, for economic purposes.
HAVILA PARTNERS
1 Royal Exchange Avenue
UK - EC3V 3LT London