Who benefits from the leverage in LBOs? - Said Business School ...

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Table VII - Value characteristics of targets at the final bid price This table shows the value characteristics of our sample companies at the final bid price. The enterprise value includes a target company’s equity value plus debt minus cash and short-term investments. The equity value is based on a company’s market capitalization at the final bid price. EBITDA is the normalized last-twelve months number prior to the agreement of the transaction. The one-day, adjusted one-month and adjusted twomonths premia are on a percentage basis relative to a company’s pre-LBO equity and enterprise values. The premium is the difference between the final bid and the stock price one day prior to the earliest announcement of a takeover or a sale. The one-month (two-month) adjusted premia are calculated based on the stock price one month (two months) prior to that date adjusted by the change in the associated industry sub-index of the S&P 500. Source: own sample data and calculations. 2003 2004 2005 2006 2007 2008 2003-2008 Number of Deals 4 10 14 26 40 6 100 Enterprise Value at Premium ($mn) Total 3,053 22,125 36,046 173,299 248,403 30,404 513,487 Median 695 1,762 1,152 2,612 2,583 1,428 1,855 Mean 763 2,213 2,575 6,665 6,210 5,067 5,135 Equity Value at Premium ($mn) Total 1,714 16,492 34,107 132,401 211,317 24,515 421,577 Median 418 1,525 1,198 1,884 1,979 1,275 1,649 Mean 429 1,649 2,436 5,092 5,283 4,086 4,216 Enterprise Value at Premium / EBITDA Median 6.4 9.8 8.4 10.1 11.7 10.6 10.3 Mean 7.8 9.8 9.7 10.0 12.0 10.3 10.6 Premium on Equity Value (1 Day) Median 39.9% 24.7% 15.2% 20.5% 18.2% 37.7% 20.1% Mean 43.8% 22.3% 18.0% 24.2% 21.4% 37.0% 24.0% Premium on Equity Value (1 Month, adj.) Median 41.6% 24.3% 29.1% 23.8% 24.3% 37.1% 24.6% Mean 38.2% 25.5% 30.4% 24.4% 26.9% 33.0% 27.6% ttest on difference to 1-day *** Premium on Equity Value (2 Months, adj.) Median 47.3% 23.9% 26.2% 22.6% 28.4% 20.9% 26.3% Mean 38.0% 22.0% 29.9% 24.7% 27.9% 21.0% 26.6% ttest on difference to 1-day ** Premium (1 Day) on Enterprise Value Median 23.5% 19.1% 13.2% 16.1% 16.3% 30.2% 16.8% Mean 19.0% 16.2% 16.7% 19.3% 17.2% 33.1% 18.6% ttest on difference to equity premium *** Premium (1 Month, adj.) on Enterprise Value Median 23.7% 17.7% 24.4% 17.0% 21.3% 28.7% 20.1% Mean 18.0% 19.4% 27.7% 20.1% 22.3% 28.5% 22.3% ttest on difference to 1-day *** ttest on difference to equity premium *** Premium (2 Months, adj.) on Enterprise Value Median 19.5% 17.7% 27.8% 16.5% 20.7% 18.1% 19.8% Mean 19.8% 16.4% 30.7% 21.0% 23.6% 20.0% 22.6% ttest on difference to 1-day *** ttest on difference to equity premium *** 31
Table VIII - Capital structure and leverage This table shows the equity and debt structure, as well as the leverage of the LBOs. Private equity and leveraged debt numbers represent the total amount of contributed capital to the transactions. The sum of these numbers exceeds the enterprise value at premium (as shown in Table VII) by the amount of transaction costs and reserved cash according to the credit agreements. Percentage of equity is the fraction of equity relative to all capital. Senior debt contains all first-lien secured debt tranches. Junior debt contains second-lien secured, unsecured and subordinated debt as well as retained debt. EBITDA and Capex are normalized last-twelve months numbers prior to the agreement of the transaction. Post-LBO interest expenses refer to the drawn amounts of all LBO debt tranches with respect to the 3M US$ LIBOR at closing plus the individual margins or the fixed interest rate instead. "Incl. PIK" assumes that interest expenses of payment-in-kind tranches are paid in cash in the first year after the LBO. Source: own sample data and calculations. 2003 2004 2005 2006 2007 2008 2003-2008 Number of Deals 4 10 14 26 40 6 100 Private Equity ($mn) Total 1,115 5,798 11,737 46,837 71,329 7,241 144,292 Median 281 537 533 811 843 828 711 Mean 279 580 838 1,801 1,783 1,207 1,443 Leveraged Debt ($mn) Total 2,170 17,563 27,232 131,535 185,715 24,375 388,848 Median 518 1,189 710 1,928 1,649 740 1,351 Mean 543 1,756 1,945 5,059 4,643 4,062 3,888 Percentage of Equity ($mn) Median 37.1% 26.8% 32.2% 29.1% 32.7% 53.0% 31.2% Mean 33.2% 26.0% 35.0% 30.2% 33.7% 47.6% 33.1% Min 20.1% 12.0% 15.9% 14.7% 16.1% 12.6% 12.0% Max 38.7% 36.3% 62.1% 42.9% 54.4% 63.9% 63.9% Total Debt / EBITDA Median 4.7 7.0 7.4 7.3 8.5 5.6 7.6 Mean 4.7 7.9 7.0 7.5 8.4 5.8 7.6 Senior Debt / EBITDA Median 2.1 4.1 4.7 4.6 5.1 3.4 4.6 Mean 2.1 4.1 4.7 4.6 5.2 3.9 4.7 Junior Debt / EBITDA Median 2.6 3.8 2.3 3.0 3.4 2.5 3.0 Mean 2.6 3.8 2.3 2.9 3.2 2.0 2.9 Interest Expenses (excl. PIK) / EBITDA Median 36.2% 46.2% 53.6% 57.7% 69.0% 48.7% 60.3% Mean 35.8% 51.3% 54.2% 58.5% 65.6% 52.7% 58.7% Interest Expenses (incl. PIK) / EBITDA Median 36.2% 46.2% 54.7% 61.4% 71.1% 52.2% 64.6% Mean 42.1% 51.3% 55.7% 61.1% 72.6% 53.9% 62.5% Interest Expenses (excl. PIK) / EBITDA-Capex Median 41.1% 77.4% 78.3% 81.8% 87.8% 79.5% 82.2% Mean 46.0% 72.1% 71.9% 80.2% 89.8% 79.5% 80.7% Interest Expenses (incl. PIK) / EBITDA-Capex Median 41.1% 77.4% 80.2% 84.6% 100.9% 83.9% 86.8% Mean 46.0% 72.1% 73.6% 83.7% 98.5% 80.9% 85.4% 32
Page 1 and 2: Who benefits from the leverage in L
Page 3 and 4: transaction values are often not di
Page 5 and 6: In this paper, we run a number of s
Page 7 and 8: debt and equity, as well as (not in
Page 9 and 10: While Term Loan A tranches were the
Page 11 and 12: combined market capitalization of $
Page 13 and 14: amortization (D&A) we maintain the
Page 15 and 16: 3.3. Methodology for calculating th
Page 17 and 18: this. First, the increased supply o
Page 19 and 20: tax shields that exceed the value o
Page 21 and 22: These results continue to hold when
Page 23 and 24: these tax benefits should largely a
Page 25 and 26: Jensen, Michael C., 1986, Agency Co
Page 27 and 28: Table II - The 25 largest leveraged
Page 29 and 30: Table IV - Illustrative LBO debt pa
Page 31: Table VI - Value characteristics of
Page 35 and 36: Table X - Debt tax shields as a det
Page 37 and 38: Table XII - Debt tax shields based
Page 39 and 40: Figure II - Transaction premia to e
Page 41 and 42: Figure e III - Chan nges in a com m
Page 43: Figure V - Tax shield in different

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