data, on which we base our sample selection, do not enableus to study the capital structures <strong>of</strong> these transactions. 2In order to assess the role <strong>of</strong> private equity in the economyit is important to understand how long firms stay in LBOownership. <strong>The</strong> academic discussion on the longevity <strong>of</strong>leveraged buyouts can be summarized in two disparateviews. One extreme is provided in Jensen (1989), whichargues that the LBO organizational firm is a long-termsuperior governance structure that imposes strong investormonitoring and managerial discipline through a combination<strong>of</strong> ownership concentration and substantial leverage. Thanksto these benefits, Jensen predicted that leveraged buyoutswould eventually become a dominant organizational form,implying that LBO ownership is a long-term optimalstructure. <strong>The</strong> other extreme, represented by Rappaport(1990), views LBOs as a short-term “shock therapy” thatallows inefficient, badly performing firms with inferiorcorporate governance to enter a quick but intense period<strong>of</strong> corporate and governance restructuring, in order toreturn to public ownership in a few years. Kaplan (1991)found a median time in private ownership <strong>of</strong> 6.8 years andconcluded that leveraged buyouts are “neither short-livednor permanent”. After these original academic contributions,a common view <strong>of</strong> leveraged buyouts has been that it is atemporary governance structure, particularly aimed atimproving governance in public companies with dispersedownership structures that have an excess <strong>of</strong> free cash flowrelative to investment opportunities. After management payperformanceincentives are imposed, previous inefficientinvestments are divested and free cash flow is being paidout to investors, the firm is then ready to return to thepublic market. 3Although this view may have been representative <strong>of</strong> theLBO boom in the 1980s, it is not clear how well it describestoday’s private equity market. <strong>The</strong> number <strong>of</strong> private equitytransactions is an order <strong>of</strong> magnitude larger in 2007 than itwas in the 1980s. <strong>The</strong> motivation behind leveraged buyoutsis no longer primarily about solving governance problems inUS publicly traded conglomerates. Rather, LBO transactionsoccur worldwide in a variety <strong>of</strong> industries and target bothprivate and public companies. In addition, there seems tobe an increase in so-called “secondary buyouts”, where oneLBO sponsor exits its investment by selling the firm to a newLBO fund sponsor, which could imply that the organizationalform is becoming more permanent.To address these issues we construct a new large-sampledatabase <strong>of</strong> leveraged buyout transactions, based on theCapital IQ database, which contains 21,397 leveraged buyouttransactions across the world over the period 1 January 1970to 30 June 2007, involving 19,500 distinct firms. We thenutilize various other data sources and web searches to trackdown the ultimate outcomes <strong>of</strong> these transactions.We start by documenting the dramatic growth <strong>of</strong> this industryin the last decade. Out <strong>of</strong> the 21,397 leveraged buyouttransactions that took place from 1970 to 2007, more than40% took place after 1 January 2004. We estimate the totalvalue <strong>of</strong> firms (both equity and debt) acquired in leveragedbuyouts to be $3.6 trillion over our sample period, <strong>of</strong> which$2.7 trillion worth <strong>of</strong> transactions occurred between 2001and 2007. We also show that public-to-private transactions,which have been the focus <strong>of</strong> most earlier LBO research,only account for 6.7% <strong>of</strong> all transactions, representing 28%<strong>of</strong> the combined values <strong>of</strong> firms acquired. Most leveragedbuyouts are acquisitions <strong>of</strong> private firms or divisions <strong>of</strong> othercompanies. We also show that public-to-private buyoutsexhibit higher cyclicality than other types <strong>of</strong> transactions andthat they represent a smaller fraction <strong>of</strong> activity now comparedwith during the 1980s. On the other hand, divisional buyoutsand secondary buyouts have increased in importance over time.We also confirm that the LBO market is no longer primarilya US phenomenon. <strong>The</strong> non-US private equity activity hasgrown to be larger than that <strong>of</strong> the US in the last few years,where the growth <strong>of</strong> Continental European LBOs has beenparticularly pronounced. Still, LBO transactions outsideNorth America and Western Europe are relatively fewand only account for approximately 12% <strong>of</strong> global LBOtransactions in number and 9% in value over the periodfrom 2001 to 2007.<strong>The</strong> caricature <strong>of</strong> LBOs occurring in old and decliningindustries is no longer true and never really has been. In fact,LBOs have always taken place in a wide range <strong>of</strong> industries.Although mature industries such as chemicals, machineryand retailing still provide popular buyout targets, the fraction<strong>of</strong> LBOs undertaken in high-growth, “high-tech” sectors suchas computers and biotech, has been growing significantly inthe last decade.We then go on to analyse the holding periods and exits forindividual LBO transactions. As is well known, most LBOsare sponsored by private equity funds, which have a limitedlife and therefore a limited investment horizon, after whichthey have to exit their investments. <strong>The</strong> ability to achieve asuccessful exit before the end <strong>of</strong> the fund life is consideredto be crucial for the financial performance to a private equityinvestor. <strong>The</strong> most common exit route, for private equity andmanagement buyout deals alike, is trade-sales to anothercorporation, accounting for 39% <strong>of</strong> all exits. <strong>The</strong> secondmost common exit route is secondary buyouts (24%), whichhave increased in importance over the last decade consistentwith anecdotal evidence. In contrast, IPOs only account for13% <strong>of</strong> exits and this exit route seems to have decreased inrelative importance over time.Around 6% <strong>of</strong> all leveraged buyout transactions end inbankruptcy or financial restructuring. While this numberimplies a higher failure rate compared with bankruptcy rates2Axelson et al (2007) provide a recent empirical analysis on the evolution and determinants <strong>of</strong> capital structure in LBO transactions.3Baker and Wruck (1989) is one <strong>of</strong> the few more nuanced views <strong>of</strong> LBO transactions, going beyond the simple going-private, “free cash flow” stories.Large-sample studies: Demography<strong>The</strong> <strong>Global</strong> <strong>Economic</strong> <strong>Impact</strong> <strong>of</strong> <strong>Private</strong> <strong>Equity</strong> <strong>Report</strong> <strong>2008</strong>
among US publicly traded firms, it also implies a slightlylower rate than the average default rates among UScorporate bond issuers and substantially lower than thedefault rates among average junk bond issuers. Hence,given the high leverage in these transactions, bankruptcyrates <strong>of</strong> LBOs seem relatively modest.We find that LBOs sponsored by private equity investors exitearlier than deals without financial sponsors, as would havebeen expected. Still, only 42% <strong>of</strong> the private equity funds’investments are exited within five years <strong>of</strong> the initialtransaction. LBOs sponsored by more experienced privateequity funds exit earlier and funds that are publicly traded(and hence lack a finite horizon on their fund) take a longertime to exit their investments. So-called “quick flips” (i.e. exitswithin two years <strong>of</strong> investment by private equity funds) havebeen widely criticized in recent years. <strong>The</strong>se cases turn outto be quite rare and only 2.9% <strong>of</strong> investments with financialsponsors are exited within 12 months and only 12% <strong>of</strong>deals are exited within 24 months <strong>of</strong> the LBO acquisitiondate. <strong>The</strong> incidence <strong>of</strong> quick flips has also decreased inthe last few years. Early exits are more likely for largertransactions, but controlling for size they are less likelyfor going-private transactions.Although LBOs sponsored by private equity funds are morelikely to experience a successful exit, they are also somewhatmore likely to have their investments end up in financial distress,controlling for other factors. Deals sponsored by public funds(that lack a finite investment horizon) are more likely to gobankrupt compared with other investments sponsored byprivate partnerships. Together with the earlier finding that publicfunds are less likely to experience a successful exit, thissuggests that publicly traded funds are less financiallysuccessful compared with other private equity funds.Finally, we turn to the longevity issue and study thetotal time in which a particular firm remains in the LBOorganizational form. This period will not coincide with theholding period <strong>of</strong> an individual LBO transaction to the extentthat the investment is exited by selling the firm to a newprivate equity fund, either directly or indirectly through atrade-sale to another LBO-backed company. Of all firmsentering LBO status over the 1980–2007 period, 69% are stillin the LBO organizational form. <strong>The</strong> number <strong>of</strong> firms enteringLBO status has been substantially higher than the number<strong>of</strong> firms leaving LBO status over time every year since 1970.As a result, at the beginning <strong>of</strong> 2007, close to 14,000 firmsworldwide were held in LBO ownership, compared withfewer than 5,000 in 2000 and fewer than 2,000 in the mid-1990s. Compared with the early Kaplan (1991) study, theLBO organizational form seems more long term thantemporary and almost 40% <strong>of</strong> all LBO’s remain in thisorganizational form 10 years after the original leveragedbuyout was announced. In addition, holding periods haveincreased over time. <strong>The</strong> median firm undergoing the originalLBO in the 1980s exited LBO status after six to seven years,while the median LBO firm in the 1995–1999 period wasexited in about nine years. Smaller LBOs tend to last longerthan larger ones, but controlling for size, going-privatetransactions remain longer in LBO ownership comparedwith buyouts <strong>of</strong> private companies and corporate divisions.We do not find much evidence that the growth <strong>of</strong> privateequity has been at the expense <strong>of</strong> public stock markets,however. Among firms entering LBO status over the1970–2002 period, the fraction <strong>of</strong> firms exiting LBO statusby going public was 11%, which is substantially higher thanthe fraction <strong>of</strong> LBOs that originated from going-privatetransactions, which was approximately 6%. In other words,the flow from private to public equity markets is net positiveover the long run. LBOs in economies with less developedfinancial markets are particularly likely to eventually go public,which suggests that private equity can play a role inpromoting stock markets in these countries.We also find that the likelihood <strong>of</strong> eventually going publicis not substantially higher if the firm had been public beforethe initial LBO. In other words, most <strong>of</strong> the LBO firms goingpublic originate from acquisitions <strong>of</strong> private companies andmost <strong>of</strong> the going-private transactions do not return to publicmarkets. This finding seems inconsistent with the Rappaport(1990) “shock therapy” view <strong>of</strong> going-private transactions,which views LBOs as a temporary “quick fix” after whichthe firms return to public ownership again after a few years.Rather, the evidence is more supportive <strong>of</strong> going-privatetransactions taking place among firms that are less suitablefor the public market over the long run. Overall, our evidencepoints towards public and private equity markets beingcomplements rather than substitutes.We believe our study has important implications for howto think about the economic role that private equity playsin the economy. Claims that LBO ownership leads to shorttermismand financial failure do not find support in the data,given the substantial holding periods and relatively modestbankruptcy rates. Rather, evidence is more consistent withthe view that the LBO organizational form is a long-runoptimal governance structure for many firms in a variety<strong>of</strong> different industries and countries, consistent with theprediction <strong>of</strong> Jensen (1989).1. DataA. Sample constructionWe use the Capital IQ database to construct a base sample<strong>of</strong> leveraged buyout transactions. We first select all the M&Atransactions classified as “leveraged buyout”, “managementbuyout” and “JV/LBO” in Capital IQ that were announcedbetween 1 January 1970 and 30 June 2007. To this samplewe add all M&A transactions undertaken by a financialsponsor classified as investing in “buyouts”. This results ina sample <strong>of</strong> about 23,500 transactions. For the purposes<strong>of</strong> this study, we then exclude acquisitions that wereannounced but not yet completed, acquisitions <strong>of</strong> noncontrolstakes, acquisitions <strong>of</strong> stakes in public companiesthat remain publicly traded (PIPES) and other misclassified<strong>The</strong> <strong>Global</strong> <strong>Economic</strong> <strong>Impact</strong> <strong>of</strong> <strong>Private</strong> <strong>Equity</strong> <strong>Report</strong> <strong>2008</strong>Large-sample studies: Demography
- Page 2 and 3: The Globalization of Alternative In
- Page 5: ContributorsCo-editorsAnuradha Guru
- Page 9 and 10: PrefaceKevin SteinbergChief Operati
- Page 11 and 12: Letter on behalf of the Advisory Bo
- Page 13 and 14: Executive summaryJosh lernerHarvard
- Page 15 and 16: • Private equity-backed companies
- Page 17 and 18: C. Indian casesThe two India cases,
- Page 19 and 20: Part 1Large-sample studiesThe Globa
- Page 21: The new demography of private equit
- Page 25 and 26: should be fairly complete. While th
- Page 27 and 28: according to Moody’s (Hamilton et
- Page 29 and 30: draining public markets of firms. I
- Page 31 and 32: FIguresFigure 1A: LBO transactions
- Page 33 and 34: TablesTable 1: Capital IQ 1980s cov
- Page 35 and 36: Table 2: Magnitude and growth of LB
- Page 37 and 38: Table 4: Exits of individual LBO tr
- Page 39 and 40: Table 6: Determinants of exit succe
- Page 41 and 42: Table 7: Ultimate staying power of
- Page 43 and 44: Appendix 1: Imputed enterprise valu
- Page 45 and 46: Private equity and long-run investm
- Page 47 and 48: alternative names associated with t
- Page 49 and 50: 4. Finally, we explore whether firm
- Page 51 and 52: When we estimate these regressions,
- Page 53 and 54: cutting back on the number of filin
- Page 55 and 56: Table 1: Summary statisticsPanel D:
- Page 57 and 58: Table 4: Relative citation intensit
- Page 59 and 60: figuresFigure 1: Number of private
- Page 61 and 62: Private equity and employment*steve
- Page 63 and 64: Especially when taken together, our
- Page 65 and 66: centred on the transaction year ide
- Page 67 and 68: and Vartia 1985.) Aggregate employm
- Page 69 and 70: sectors. In Retail Trade, the cumul
- Page 71 and 72: employment-weighted acquisition rat
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FIguresFigure 1: Matches of private
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Figure 6:Figure 6A: Comparison of n
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Figure 8:Figure 8A: Comparison of j
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Figure 11: Variation in impact in e
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Figure 12: Differences in impact on
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Private equity and corporate govern
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et al (2007) track the evolution of
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groups aim to improve firm performa
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distribution of the LBO sponsors, m
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the most difficult cases. This stor
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to see whether these changes of CEO
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Figure 3:This figure represents the
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TablesTable 1: Company size descrip
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Table 5: Changes in the board size,
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Table 7: Board turnoverPanel A: Siz
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Part 2Case studiesThe Global Econom
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European private equity cases: intr
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Exhibit 1: Private equity fund size
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Messer Griesheimann-kristin achleit
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ealized it was not possible to grow
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The deal with Allianz Capital partn
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the deal, the private equity invest
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Exhibit 1: The Messer Griesheim dea
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Exhibit 5: Post buyout structureMes
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New Lookann-kristin achleitnerTechn
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feet. This restricted store space w
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institutional investors why this in
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Although a public listing did not a
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Exhibit 5: Employment development a
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Chinese private equity cases: intro
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Hony Capital and China Glass Holdin
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Hony’s Chinese name means ambitio
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Establishing early agreement on pos
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Executing the IPOEach of the initia
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Exhibit 1A: Summary of Hony Capital
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Exhibit 4: Members of the China Gla
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Exhibit 6A: China Glass post‐acqu
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Exhibit 8: China Glass stock price
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3i Group plc and Little Sheep*Lily
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y an aggressive franchise strategy,
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soul” of the business. But there
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Exhibit 1: Summary information on 3
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Exhibit 6: An excerpt from the 180-
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Indian private equity cases: introd
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ICICI Venture and Subhiksha *Lily F
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investment,” recalled Deshpande.
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2005 - 2007: Moderator, protector a
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Exhibit 3: Subhiksha’s board comp
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Warburg Pincus and Bharti Tele‐Ve
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founded two companies at this time
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By 2003 this restructuring task was
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Exhibit 1C: Private equity investme
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Exhibit 4B: Bharti cellular footpri
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Exhibit 6: Summary of Bharti’s fi
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Exhibit 7: Bharti’s board structu
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In the 1993‐94 academic year, he
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consumer products. She was also a R
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AcknowledgementsJosh LernerHarvard
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The World Economic Forum is an inde