LBO Model: “Floor Valuation”
Leveraged buyout (LBO) models are frequently referred to determining the “floor valuation” of a potential investment.
Why? The LBO model estimates the maximum entry multiple (and purchase price) that could be paid to acquire the target while still realizing a minimum IRR of, say, 20% to 25%.
Note that each firm has its own specific “hurdle rate” that must be met for an investment to be pursued.
Therefore, LBO models calculate the floor valuation of a potential investment because it determines what a financial sponsor could “afford” to pay for the target.
Multiple Expansion: Entry vs. Exit Multiple
Multiple expansion is achieved when a target company is purchased and sold on a future date at a higher exit multiple relative to the initial purchase multiple.
If a company undergoes LBO and is sold for a higher price than the initial purchase price, the investment will be more profitable for the private equity firm, i.e. “buy low, sell high”.
Once a private equity firm acquires a company, the post-LBO firm strives to pursue growth opportunities while identifying and improving upon operational inefficiencies.
Private equity investors typically do not rely on multiple expansion, however. The entry and exit multiples can fluctuate substantially, so expecting to exit at a set multiple five years from the present date can be a risky bet.
Capital Structure: Debt and Equity Mix
The capital structure is arguably the most important component of a leveraged buyout (LBO).
The less equity the financial sponsor is required to contribute towards the funding of the LBO transaction, the higher the potential equity returns to the firm, so firms seek to maximize the amount of debt used to finance the LBO while balancing the debt levels to ensure that the resulting bankruptcy risk is manageable.
The capital structure is a key determinant of the success (or failure) of an LBO because the usage of debt brings substantial risk to the transaction, i.e. most of the downside risk and default risk stems from the highly levered capital structure.
The prevailing capital structures observed in the LBO markets tend to be cyclical and fluctuate depending on the financing environment, but there has been a structural shift away from the 80/20 debt-to-equity ratios in the 1980s to 60/40 splits in more recent times.
The standard LBO purchase is financed using a high percentage of borrowed funds, i.e. debt, with a relatively minor equity contribution from the sponsor to “plug” the remaining funds necessary.
Throughout the holding period, the sponsor can realize greater returns as more of the debt principal is paid down via the company’s free cash flows.
The rationale behind using more debt is that the cost of debt is lower due to:
- Higher Priority of Claim: Debt securities are placed higher up in terms of priority in the capital structure, and are far more likely to receive a full recovery in the event of bankruptcy and liquidation.
- Tax-Deductible Interest: The interest expense paid on debt outstanding is tax-deductible, which creates the so-called “tax shield”.
Therefore, the reliance on more leverage enables a private equity firm to reach its minimum returns thresholds more easily.
Add-On Acquisitions (“Roll-Ups”) and Dividend Recaps
Of course, there are more than three drivers that can impact the implied returns on an LBO.
For instance, one of the more common strategies is via add-on acquisitions, in which the portfolio company of a PE firm (i.e. the “platform company”) acquires smaller-sized companies.
But for the math to work, the add-on acquisitions must be accretive, i.e. the acquirer is valued at a higher multiple than the target.
The increased scale and diversification from these consolidation plays can contribute to more stable, predictable cash flows, which are two traits that private equity investors place substantial weight on.
Add-ons can provide numerous benefits to the platform company, such as improved branding, pricing power, and risk mitigating factors like revenue diversification, but also increase the odds of exiting at a higher multiple than at entry, i.e. multiple expansion.
Another method to boost LBO returns is via a dividend recapitalization (“recap”), which occurs when a financial sponsor raises more debt with the purpose of issuing themselves a dividend.
Dividend recaps are performed to monetize profits from the LBO prior to a complete exit, and the timing of the recap has the additional benefit of increasing the fund’s IRR since the proceeds are received earlier.
LBO Returns Attribution Analysis – Excel Template
We’ll now move to a modeling exercise, which you can access by filling out the form below.
Step 1. LBO Returns Attribution Calculation Example
Suppose a financial sponsor completed the LBO of a target company with an LTM EBITDA of $50 million, which will expand at a constant growth rate of 5% throughout the entire five-year time horizon.
- LTM EBITDA (Year 0) = $50 million
- EBITDA Growth Rate = 5.0%
- LTM EBITDA (Year 1) = $53 million
- LTM EBITDA (Year 2) = $55 million
- LTM EBITDA (Year 3) = $58 million
- LTM EBITDA (Year 4) = $61 million
- LTM EBITDA (Year 5) = $64 million
The purchase multiple was 10.0x LTM EBITDA and the initial leverage multiple was 6.0x.
- LTM Multiple = $50 million
- Purchase Multiple = 10.0x
- Initial Leverage Multiple (Net Debt / EBITDA) = 6.0x
- Fees = 4.0% of TEV
Using those assumptions, we can calculate the purchase enterprise value (TEV) as $500 million by multiplying the LTM multiple by the LTM EBITDA.
We can also calculate the net debt in Year 0 by multiplying the initial leverage multiple by the LTM EBITDA.
- Purchase Enterprise Value = 10.0x * $50 million = $500 million
- Net Debt (Year 0) = 6.0x * 50 million = $300 million
Each year, we’ll assume the net debt paydown is 20% until the financial sponsor exits the investment at the end of Year 5.
- Net Debt Paydown = – 20% Per Year
- % Original Net Debt (Year 1) = 85%
- % Original Net Debt (Year 2) = 65%
- % Original Net Debt (Year 3) = 45%
- % Original Net Debt (Year 4) = 25%
- % Original Net Debt (Year 5) = 5%
- Exit Year = Year 5
By the time the sponsor exits its investment, the target was able to pay down 95% of its initial net debt, i.e. debt declined from $300 million to $15 million.
Step 2. LBO Value Creation Analysis Calculation Example
While it is the standard convention for the exit multiple to be conservatively set equal to the purchase multiple, we’ll assume in this case that the exit multiple is 12.0x and then multiply it by the LTM EBITDA in Year 5 to arrive at the exit enterprise value.
- Exit Multiple = 12.0x
- Exit Enterprise Value = 12.0x * $64 million = $766 million
We now have all the necessary inputs for our value creation analysis.
The first step is to calculate the entry valuation by subtracting the initial net debt and adding the fees (i.e. transaction and financing fees) to the purchase enterprise value.
- Purchase Enterprise Value = $500 million – $300 million + 20 million = $220 million
In the second step, we’ll calculate the exit valuation by subtracting the exit year net debt from the exit enterprise value and subtracting fees.
- Exit Enterprise Value = $766 million – $15 million – $31 million
The fees are added to the purchase enterprise value but subtracted from the exit enterprise value because the fees should cause the required initial equity contribution to increase.
However, the exit enterprise value is “net” of fees, so the proceeds received should be reduced by the transaction and financing fees that need to be paid at exit.
In the final step, we’ll calculate the value contribution from each driver using the following formulas:
- EBITDA Growth = (Exit Year EBITDA – Initial EBITDA) * Purchase Multiple
- EBITDA Growth = ($64 million – $50 million) * 10.0x = $138 million
- (+) Multiple Expansion = (Exit Multiple – Purchase Multiple) * Exit Year LTM EBITDA
- Multiple Expansion = (12.0x – 10.0x) * $64 million
- (+) Debt Paydown = Initial Net Debt – Exit Year Net Debt
- Debt Paydown = $300 million – $15 million = $285 million
- (−) Fees = – Exit Year Fees – Entry Fees
- Fees = – $31 million – $20 million = $51 million
The total value creation comes out to $500 million, which is equal to the difference between the sponsor’s initial equity ($220 million) and the sponsor’s exit equity ($720 million).
- Total Value Creation = $138 million + $128 million + $285 million – $51 million = $500 million
The following percentages reflect which variables were the most impactful on returns.
- EBITDA Growth = 27.6%
- Multiple Expansion = 25.5%
- Debt Paydown = 57.0%
- Fees = –10.1%
Step 3. LBO Returns Calculation (IRR and Multiple of Money)
If we divide the sponsor’s exit equity by the sponsor’s initial equity, we can calculate a multiple-of-money (MoM) of 3.27x.
The IRR can be estimated by raising the MoM to the power of (1 / t) and subtracting one, which comes out to 26.76%.
- Internal Rate of Return (IRR) = 3.27x ^ (1 / 5) – 1 = 26.76%
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