...Running head: A LEVERAGE BUYOUT 1 Graves Dancer Takes Tribune Corporation private in an Ill-Fated Transacti A LEVERAGE BUYOUT 2 Introduction A leverage buyout (LBO) is a kind of acquisition where the buying price is financed via debt and equity. The cash flow or assets of the target company are used to secure the debt and repay it. The returns on equity increase as the debt increase as debt has a lower cost of capital compared to equity. In other word a LBO is a method of acquiring a company with money that is nearly all borrowed. To conduct an LBO, the acquirer ensures that the target’s assets are adequate as collateral for the loan needed to purchase the target. The acquirer must also create and study financial forecasts of the combined entities to make sure that they generate enough cash to cover the principle and interest payments. Once the buyer has determined that the LBO is financially feasible it works on acquiring enough cash for the acquisition by incurring debt. Doing an LBO is expensive and the process can be complex. LBO’s are popular in merger and acquisition as the acquiring organization uses money borrowed to fund the acquisition. The assets of the target organization are used as collateral to get the loan. LBO enables organization to make a big acquisition without using a lot of capital. Purpose of the paper This paper seeks to analyze the acquisition of Tribune Corporation by Grave Dancer. The entire...
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...| 1. Leveraged Buyout – LBOThe acquisition of another company using a significant amount of borrowed money (bonds or loans) to meet the cost of acquisition. Often, the assets of the company being acquired are used as collateral for the loans in addition to the assets of the acquiring company. The purpose of leveraged buyouts is to allow companies to make large acquisitions without having to commit a lot of capital. | | In an LBO, there is usually a ratio of 90% debt to 10% equity. Because of this high debt/equity ratio, the bonds usually are not investment grade and are referred to as junk bonds. Leveraged buyouts have had a notorious history, especially in the 1980s when several prominent buyouts led to the eventual bankruptcy of the acquired companies. This was mainly due to the fact that the leverage ratio was nearly 100% and the interest payments were so large that the company's operating cash flows were unable to meet the obligation. One of the largest LBOs on record was the acquisition of HCA Inc. in 2006 by Kohlberg Kravis Roberts & Co. (KKR), Bain & Co., and Merrill Lynch. The three companies paid around $33 billion for the acquisition. It can be considered ironic that a company's success (in the form of assets on the balance sheet) can be used against it as collateral by a hostile company that acquires it. For this reason, some regard LBOs as an especially ruthless, predatory tactic. | 2. When you decide the capital structure of a firm, what factors...
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...Leverage Buyout A leveraged buyout (LBO) occurs when an investor, typically a financial sponsor, acquires a controlling interest in a company's equity and where a significant percentage of the purchase price is financed through leverage (borrowing). The assets of the acquired company are used as collateral for the borrowed capital, sometimes with assets of the acquiring company. Typically, leveraged buyout uses a combination of various debt instruments from bank and debt capital markets. The bonds or other paper issued for leveraged buyouts are commonly considered not to be investment grade because of the significant risks involved. Management buyouts (MBO) are similar in all major legal aspects to any other acquisition of a company. The particular nature of the MBO lies in the position of the buyers as managers of the company, and the practical consequences that follow from that. In particular, the due diligence process is likely to be limited as the buyers already have full knowledge of the company available to them. The seller is also unlikely to give any but the most basic warranties to the management, on the basis that the management knows more about the company than the sellers do and therefore the sellers should not have to warrant the state of the company. Aside from debt financing, one of the principal features of the leverage buyout is the ability to unlock value in an undervalued company. The corporate raiders of the 1980's were famous, if not notorious, for...
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...About the BAT with Sample Questions Table of Contents Introduction Test Overview Sample Questions Scoring Introduction We are excited about your participation in the Bloomberg Aptitude Test (BAT). The BAT is a global, standardized online exam that the Bloomberg Institute has developed in partnership with premier companies, university faculty, and business professionals around the world. The test is designed for undergraduates and recent graduates who are interested in an entry-level job in the business world. The following information packet is intended to familiarize you with the content and structure of the BAT. Enclosed you will find information about the test’s goals, sections, and scoring. There is also a list of annotated sample questions for you to review. If you have any additional questions about the content of the test, please feel free to contact us at bat@bloomberginstitute.com. Table of Contents Introduction Test Overview Sample Questions Scoring Test Overview The BAT aids employers in identifying and screening students who wish to pursue a career in business and finance. Test takers should have a general understanding of and familiarity with current events in business, finance, and economics. However, we are not assessing knowledge: we are assessing a person’s aptitude to be successful in these fields, regardless of background. 2 Hours 8 Sections 100 Questions Chart and Graph Analysis 12% News Analysis 12% Global Markets...
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...of the firm’s assets. Financial risk is the equity risk that is due entirely to the firm’s chosen capital structure. As financial leverage, or the use of debt increases, so does financial risk and, hence, the overall risk of the equity. Business risk depends on a number of factors, including competition, liability exposure, and operating leverage. b.) In the total risk sense, one common measure of business and financial risk is the variability of ROE, also known as the standard deviation. c.) An unlevered firm's beta depends on the firm's business risk, but the use of financial leverage causes the firm's beta to increase. Thus, within a market risk framework: Total market risk = Business market risk - Financial market risk d.) Business risk is the single most important determinant of a firm's capital structure. The greater the risk inherent in a firm's assets, then, at any debt level, the greater the probability of financial distress for the firm. 2. a.) ( In the table) b.) (In the table) c.) . From the calculations, changing capital structure of the firm increases the risk of the firm so that leveraged firm has a wider range of ROE and a higher standard deviation of ROE .Thus, in the expected(base) case and in the expansion case, leveraged firm has higher returns(ROE) which implies higher profitability. 3.a.) Financial leverage adds risk to the firm’s equity. As compensation, the cost of equity rises with the firm’s risk. R0 is a single point whereas RS, RB...
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...Get to Know the BAT Table of Contents Introduction Test Overview Sample Questions Scoring Introduction We are excited about your participation in the Bloomberg Assessment Test (BAT). The BAT is a global, standardized online exam that the Bloomberg Institute has developed in partnership with premier companies, university faculty, and business professionals around the world. The test is designed for undergraduates and recent graduates who are interested in an entry‐level job in the business world. The following information packet is intended to familiarize you with the content and structure of the BAT. Enclosed you will find information about the test’s goals, sections, and scoring. There is also a list of annotated sample questions for you to review. If you have any additional questions about the content of the test, please feel free to contact us at bat@bloomberginstitute.com. Table of Contents Introduction Test Overview Sample Questions Scoring Test Overview The BAT aids employers in identifying and screening students who wish to pursue a career in the business world. Test takers should have a general understanding of and familiarity with current events in business, finance, and economics; however, much of what is being assessed is a person’s aptitude and skills to be successful in business. 3 hours 10 sections 150 questions The following pages discuss the different sections of the BAT and the concepts you can expect to see. Test Overview ...
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...Chapter 12 Leverage and Capital Structure Solution to Problems P12-1. LG 1: Breakeven Point–Algebraic Basic FC (P − VC) $12, 350 Q= = 1, 300 ($24.95 − $15.45) Q= P12-2. LG 1: Breakeven Comparisons–Algebraic Basic (a) Q = FC (P − VC) Q= Q= Q= $45, 000 = 4, 000 units ( $18.00 − $6.75) $30, 000 = 4, 000 units ( $21.00 − $13.50 ) $90, 000 = 5, 000 units $30.00 − $12.00 ) ( Firm F: Firm G: Firm H: (b) From least risky to most risky: F and G are of equal risk, then H. It is important to recognize that operating leverage is only one measure of risk. P12-3. LG 1: Breakeven Point–Algebraic and Graphic Intermediate (a) Q = FC ÷ (P − VC) Q = $473,000 ÷ ($129 − $86) Q = 11,000 units 302 Part 4 Long-Term Financial Decisions (b) Graphic Operating Breakeven Analysis 3000 Profits Breakeven Point Sales Revenue Total Operating Cost 2500 2000 Cost/Revenue ($000) Losses 1500 1000 500 Fixed Cost 0 0 4000 8000 12000 16000 20000 24000 Sales (Units) P12-4. LG 1: Breakeven Analysis Intermediate (a) Q = $73, 500 = 21, 000 CDs ( $13.98 − $10.48) (b) Total operating costs = FC + (Q × VC) Total operating costs = $73,500 + (21,000 × $10.48) Total operating costs = $293,580 (c) 2,000 × 12 = 24,000 CDs per year. 2,000 records per month exceeds the operating breakeven by 3,000 records per year. Barry should go into the CD business. (d) EBIT = (P × Q) − FC − (VC × Q) EBIT = ($13.98 × 24,000) − $73,500 − ($10.48 × 24,000) EBIT = $335,520 − $73,500...
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...American Finance Association Limited Arbitrage in Equity Markets Author(s): Mark Mitchell, Todd Pulvino, Erik Stafford Source: The Journal of Finance, Vol. 57, No. 2 (Apr., 2002), pp. 551-584 Published by: Blackwell Publishing for the American Finance Association Stable URL: http://www.jstor.org/stable/2697750 Accessed: 08/01/2010 15:26 Your use of the JSTOR archive indicates your acceptance of JSTOR's Terms and Conditions of Use, available at http://www.jstor.org/page/info/about/policies/terms.jsp. JSTOR's Terms and Conditions of Use provides, in part, that unless you have obtained prior permission, you may not download an entire issue of a journal or multiple copies of articles, and you may use content in the JSTOR archive only for your personal, non-commercial use. Please contact the publisher regarding any further use of this work. Publisher contact information may be obtained at http://www.jstor.org/action/showPublisher?publisherCode=black. Each copy of any part of a JSTOR transmission must contain the same copyright notice that appears on the screen or printed page of such transmission. JSTOR is a not-for-profit service that helps scholars, researchers, and students discover, use, and build upon a wide range of content in a trusted digital archive. We use information technology and tools to increase productivity and facilitate new forms of scholarship. For more information about JSTOR, please contact support@jstor.org. Blackwell Publishing and American Finance Association...
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...DUKE UNIVERSITY Fuqua School of Business FINANCE 351 - CORPORATE FINANCE Hint Sheet: Congoleum Corporation Prof. Simon Gervais Fall 2011 – Term 2 This case illustrates a leveraged buyout and highlights some of its value-creating aspects. You are invited to combine the valuation principles and methods discussed in the course to evaluate a complex transaction from the perspectives of the various participants. Here are some guidelines for your valuation analysis. • Overview of the Valuation Process. Given the nature of the forecast data, it is useful for valuation purposes to treat the 1980-1984 period differently from the post-1984 period. In fact, the case writer hinted at the possibility of another reorganization at the end of 1984 in the note to Exhibit 14. Throughout, assume that time 0 is year 1979. • Make sure that you notice the changing debt ratios in 1980-1984. Which is the best valuation approach to deal with this? • Free Cash Flow. As usual, the following (unlevered) free-cash-flow formula should prove useful: EBIT = Operating Income − Corporate Expenses − Depreciation, UFCF = (1 − tc )EBIT + Depreciation − Change in NWC − Capital Expenditures. Note that there is a difference between UFCF defined above and what are referred to as “free cash flows” in Exhibit 13 (on line 14)? • Discount Rates. As we mentioned when discussing the Marriott case, the choice of discount rates is an important part of any valuation procedure. It is worthwhile to spend some...
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...Seagate Technology Buyout - Case Study Question 1: Why is Seagate undertaking this transaction? Is it necessary to divest the Veritas shares in a separate transaction? Who are the winners and losers resulting from the transaction? Answer: Seagate Technology was badly undervalued as far asSTOCK MARKET is considered, and due to this, the company decided to go for leverage buyout option. A large stake of VERITAS Software Corporation's stocks is owned by Seagate Technology, because of which its stock price is doubled (from its original price), however, the share price of Seagate Technology hardly changed for a long time. Therefore, the reason that the attempts and efforts of senior management were useless, made them decide to engage in Leverage Buyout (LBO). As a result, Seagate went for two fold transaction, i.e. the first is to sell out all of the company's disk drive manufacturing assets including $ 765 million of cash to the acquirer “Silver Lake”. On the other hand, the most crucial thing for Seagate Technology is to take care of the large stake of VERITAS Software Corporation's stocks. Therefore, it was essential for Seagate Technology to go for a separate transaction in order to evade paying large amount of taxes. The transaction of shares among VERITAS and Seagate is taken into account as reorganization of asset, while not applying any corporate taxes. Thus, by using two-fold transaction, Seagate Technology became able to liquidate its undervalued shares...
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...Case 9 & 10 Analysis Seagate Technology Buyout The Hertz Corporation Advanced Corporate Finance MW 2:00-3:15 PM Question 1 On page 1, the “value-gap” is two-fold. It signifies an under-valuation of Seagate’s core disk drive operating assets due to unfavorable public market investor preferences. Furthermore, the value of the Veritas share price has caused the Veritas stake to far outweigh the value of Seagate’s stand-alone market capitalization. Since Seagate does not own at least 80% of the voting stock in Veritas, distributing the wealth intrinsic in that stake to Seagate shareholders would prove difficult due to the hefty corporate tax rate of 34% that would erode its full-value. From a sum of the parts perspective, it seems that since the Veritas shares held by Seagate appreciated by more than 200%, while Seagate’s shares only increased by 25%, the market assigned relatively no value to Seagate’s market leading position in the disk drive business. This lack of market recognition for the true value of Seagate’s assets forced management to seek action. The management believed that the value of Seagate should be attributed to the value of its operating assets. Since the market was attributing such a high value to its Veritas stake, the market made it appear that Seagate was an investment holding company, rather than being in the disk drives business. There also seemed to be a “value-gap” in the sense that the Veritas stake is attached to business risk in the software...
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...viewed as a result of an investment decision because if the current assets are less than its liabilities, the company may have a negative net worth (Block, Hirt, & Danielson, 2010). The degree of operating leverage or DOL is defined as the percentage change in the operating income that occurs as a result of a percentage change in the units sold (Block, Hirt, & Danielson, 2010). When a company is highly leveraged, they will have an increase in income as their volume expands. When the DOL is computed close to the break-even point it will result in a higher number because of the increase in the operating income (Block, Hirt, & Danielson, 2010). There are leveraged firms and conservative firms. The DOL for a leveraged firm is higher than of a conservative firm. This means that in this example, the Hi Tech Manufacturing Company would be considered to be more leveraged than that the Old School. Financial leverage is the amount of debt used in the capital structure of the firm (Block, Hirt, & Danielson, 2010). The text pointed out that it is helpful to remember that the operating leverage primarily affects the left-hand side of the balance sheet and the financial leverage primarily affects the right-hand side of the balance sheet. The degree of financial leverage or DFL is defined as the percentage...
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...Sensitivities? What happened to the gross margins? Willing to use these projections for valuation? Car Wash Partners Management Tom Curtis – successful entrepreneur from the past. Credible? Curtis capable of leading major change in this industry? No further management team as yet Investors Cabot Brown (Brown & McMillan) Start up-VCs? First deal Who are their investors? Bill Burgin (Bessemer Partners) Experienced VC Investing with a friend? Does the investment fit their needs? Car Wash Partners Valuation Who puts up the money? (BMC, Bessemer; total of $6.6) How much is Curtis’ contribution worth at this stage? The “pre-money” value ($1.1; “post-money” value ($7.7, see Exh 9). VCs had 86% of capital) P/EBITDA 1997 (Exh 6); assuming 50% leverage P = $7,700 EDITDA = $629 Ratio = 12.2x In 2001: EBITDA = $50,192 (Increase due to 45x growth in revenues; 1.8x growth in CF margins) ROI = $18.8/$142 = 13.2% (after $135 of new equity financing) In 2001, at Exit via IPO at EBITDA x 12 = $600 million X 15% = 90 4yr ROI = EBITDA x 10 = 500 75 P/E of 25 = 470 70 P/E of 15 = 282 42 85% 77 74 53%...
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...book ratio where investors value Pepsi's balance sheet structure more than Coke. Pepsi is priced 5.5x of equity value compared to Coke which is priced only at 5x. Having a higher operating and profit margin, Coke is more likely to be able to sustain any shocks in the market (eg. from lower sales). The sustainability of Coke’s earnings are also helped by more efficient tax structure seen from lower effective tax rate compared to Pepsi. Its Selling General Administration expenses are also within the industry norm (compared to Pepsi). Coke’s has room to further improve its efficiency by improving its balance sheet structure. This includes a more efficient use working capital (eg. reducing receivables and inventory days), using higher leverage to attain higher return on equity and optimizing/sweating the assets more to generate higher asset turnover. Coke’s acquisition is substantially cashless. It exchanged $3.4bn of equity investment it had in CCE and assumed $9.5bn in debt and obligations to control CCE’s North American bottling operations. This will impact Coke’s financials in a few ways: i) With the acquisition, there could possibly be synergies and cost reduction which would benefit Coke’s bottom line. The resultant Coke’s earnings could improve with the consolidation of North American bottling earnings. This will then improve EPS....
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...appeal to the core readers. The very foundation of the business is therefore neglected * Rationale for the diversification strategy was a mitigate to cyclicality, but this clearly did not pay off. No clear evidence of alternative synergies between the businesses. Moreover, restructuring charges are substantial * Additional investment in declining trading cards business through the acquisition of SkyBox, while Marvel was already showing signs of distress * Drafting an unconvincing reorganization plan, which among others includes an additional acquisition (which raises new risk and debt in the short term). Selling off unsynergetic business units may have made more senses Bad execution * High leverage using overpriced shares as collateral. Given the this leverage in combination with relatively high coupon rates, debt service became problematic * Structuring debt based on collateral shares instead of others assets and cash flows makes a company highly dependent of debt providers in case of a covenant breach * Cash flow in a declining market is used for investments instead of deleveraging. Through SkyBox acquisition additional debt was taken on. Besides that,...
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