...| 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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...Lindsey Bembry Leveraged Buyouts A leveraged buyout, LBO, is an acquisition of a company or a portion of a company with a considerable portion of loaned funds. The assets of the target company are used as collateral. Each leveraged buyout is unique in that companies have their own capital structure. The one characteristic that is common within each LBO is the use of financial leverage to complete the purchase of the target company. In order for a LBO to take place, an investor, private equity firms or financial sponsor is needed. In a typical LBO, the firm obtaining the company will finance the purchase with a mixture of debt and equity. A segment of the debt in a LBO is protected by the assets of the target company. New cash flows from the bought out business are then used to pay the debt from the buyout. Leveraged buyouts happen to companies of all sizes and in all different types of industries. However, some elements from possible target firms include; small debt loads, history of positive cash flows, a significant amount of tangible assets, the possibility of new management making improvements, and for valuation/stock price to be minimal. Debt financing is borrowing money from a source with the intent to pay back the principal plus an agreed upon interest. An advantage of debt financing is those who use it can maintain ownership. Corporate balance sheets typically use principal and interest payments as a business expense which can be deducted from income...
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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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...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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...Dell’s Buyout Dell has always been one of the largest PC makers in the United States. Recently, though its share of the PC industry has been declining. It went from the number one low cost provider of PCs in the world to number 3. Its inability to adapt to the new markets that have emerged has caused the company to fall behind other hi-tech companies such as IBM, Apple, and even HP. I feel this is an important topic because it is an example of a large company that has lost touch with what consumers want and is currently trying to restructure itself in order to gain back the dominance they once had. Consequently, Michael Dell has announced his decision to attempt a leverage buyout in order to retain control of his company. Furthermore, throughout this paper, I will present the pros and cons of a leverage buyout and analyze the decision of Michael Dell to buy back his company. Jeff Sommer from The New York Times attempts to explain the situation in his article “The Dice are rolling on Dell’s Legacy” from the New York Times and goes into detail of the largest leveraged buyout that is taking place in the US since the financial crisis in 2008. Michael Dell founded his own tech company known as Dell in his dorm at the University of Texas in 1984. He revolutionized the PC industry when he created personal computers that were more powerful, reliable, and inexpensive whose features were able to be customized by the buyers (Sommer). Technology has evolved exponentially since then with...
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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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...The Buyout of AMC Entertainment 1. Describe how the environment for leveraged buyouts has changed from the late 1980s to the present. In your opinion, which of these changes has had or will have the most influence on LBO sponsor returns going forward? The environment for leveraged buyouts (LBO) has changed a lot since the 1980s. From 1985 to 1989 the annual total leveraged buyout volume grew from around $15 billion to about $77 billion. Needless to say the market was booming and everyone was trying to get a piece of the pie. The growth was “aided by the development of the high-yield bond market, which provided public market financing for the deals.” Issuance of these bonds grew from $1.3 billion to $30.3 billion from 1980-1986. No one expected for the LBO market to unravel but by the late 1980’s this market began to “fray.” In 1991 the total leveraged buyout volume dropped to less than $10 billion. The crash was due to the high valuations paid due to the vast amount of ready financing such as the high-yield debt. Ultimately excessive leverage, movement toward risky LBO targets, and an “overheated” market led to a collapse. In the late 90s LBO activity began to spark back up and both volume of LBOs and the average value grew significantly. Exit multiples were growing as well, the financing however became much different. Equity contributions grew almost 3 fold from the late 80s to the late 90s and early 2000s. The components of returns in LBOs also shifted drastically from...
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...Introduction RJR Nabisco LBO in 1988, a deal valued at $25 – billion US was well known as the largest company leverage buyout that ever happened in history which marked the end of 1980 decade of greed (Olive,1999). It was also viewed as the deal that was too big, too loud and too out of control (Burrough, 1999). The story was started when the market price of the company’s common stock was considered by the CEO of RJR Nabisco, F. Ross Johnson to be wildly undervalued and did not reflect its true value (Burrough & Helyar, 2009). When the share price of the company stayed at $56 per share, Johnson decided to take on a LBO of RJR Nabisco so that the market price of the stock could be increased (Ruback, 2006). Johnson then cooperated with Shearson Lehman Hutton as one of the candidates that participated in RJR Nabisco buyout (Bruner, 2004). RJR Nabisco has shown to become an attractive candidate for LBO. It is proved by the participation of some large companies such as Kohlberg, Kravis, Roberts and Co. (KKR), First Boston and Forstman Little that attracted to participate on the bid (Ruback, 2006). The various characteristics of the RJR Nabisco such as steady growth, minimum capital investments and also the small range of debt (Michel & Shaked, 1991) have made the company being targeted for good reputation and personal wealth (Ruback, 2006). The bidding process has undergone several steps. There were various factors and considerations that need to be made by the board of...
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...The Buyout of AMC Entertainment Private Equity & Leveraged Buyout November 30, 2009 FI 8320 – Corporate Finance Strategy Kevin Mullally Aaron Nowak Regina Ordonez Joel Pierce Jeff Smith The Buyout of AMC Entertainment Table of Contents Executive Summary....................................................................................................................................... 1 The Market for LBOs ..................................................................................................................................... 2 LBOs in the Movie Industry ........................................................................................................................... 3 JPMP and AMCE ............................................................................................................................................ 3 Transaction Risks........................................................................................................................................... 4 The Buyout Proposal ..................................................................................................................................... 4 Conclusion ..................................................................................................................................................... 5 Appendix A: Top 10 US. Theater Circuits (as of June 1st, 2004) .................................................................... 6 Appendix B: Industry...
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...Executive Summary This report analyzes RJR Nabisco company as a potentially candidate for leverage buyout. It focuses on the major problems and risk of RJR LBO and provides some recommendations for this case. RJR Nabisco began as a tobacco company in 1875, and the extent to establish food business. The main bidding group includes KKR, The Management Group and The First Boston Group. Several features of RJR Nabisco made it a particularly attractive LBO candidate. The factors leading to election of the lowest bid and major risks will be analyzed in this report. This report adopts Problem-Oriented Method to analyze the RJR Nabisco case study. Table of Contents Core theme for RJR Nabisco LBO 3 sub-theme for RJR Nabisco LBO 4 Major problems 4 Major risks 5 Conclusion: 6 Recommendations: 7 Reference: 7 Core theme for RJR Nabisco LBO RJR Nabisco exhibited steady growth which was unaffected by business cycle. Moreover, RJR had low capital expenditure and a low debt level. Therefore, the firm was a particularly attractive LBO candidate. RJR's problems appeared fixable. Between 1985 to 1988, the return of firm on asset declined from 15.5 per cent to 11.5 per cent. Moreover, inventory turnover fell from 10.0 to 3.9. For solve these problems, RJR had potential for value creation and used discounted-cash-flow methodology to determine value. The quality of the bidding team includes KKR, Management Group, and The First Boston Group, which is a...
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...Evaluation of Corporate Performance Kathy Pernell Class: BUS401 Principles of Finance Instructor: Melissa Weigl Date: May 15, 2015 Introduction Each business or corporation has an evaluation of performance of the company to see how the business is functioning and the investments. Evaluation of performance includes the company assets, profit, cash flow, investments, and sales. Calculating each one for a business tells the managers of the company what direction to go and what needs to take place of becoming a successful and functional business. Evaluating the company comes with different risk to take on when running a corporation, so the company has to do a performance of evaluation. Having the initiative to compare to other business of the results to is see, what intent that the corporation need to take to meet their target. In the process management can use financial indicators to evaluate the company performance and compare it to that to other companies in their field. “Agency theory suggests that the extent to which performance measures will be used is a function of firm and manager characteristics and the "quality" of the performance measures” (Indjejikian, June 1999). Alltel was a corporation that provided wireless communication services to individuals and business customers. Through its subsidiaries, the corporation did provide wireless voice and data communication services over nearly to 12.8 million customers in 35 states, as of December 31, 2007. Now, AT&T...
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...UVA-F-1508 Rev. Oct. 5, 2009 THE BUYOUT OF AMC ENTERTAINMENT In July 2004, Sean Penmeyer, a principal at J.P. Morgan Partners (JPMP, the private equity arm of JPMorgan Chase & Co.), was in the midst of formulating the final terms of a public-to-private buyout proposal for AMC Entertainment Inc. (AMCE). Always alert for new investment opportunities, JPMP had invested in the theater industry before and had started a process earlier that year to learn more about the current state of the market. The interest was prompted by a gradual recovery in theater attendance since the recession and post–September 11 downturn. Big hits in 2002 and 2003 such as Spiderman, Finding Nemo, Lord of the Rings, and Matrix Reloaded had brought crowds back to the theaters and increased merger and buyout activity in the sector. Through various industry sources, Penmeyer had learned that AMCE might be looking for potential investors. On April 30, 2004, a senior partner at JPMP telephoned Peter Brown, chairman, president, and chief executive officer of AMCE, to gauge his interest in further discussions with JPMP. Earlier in the year, AMCE’s board had explored several opportunities to create value for shareholders. Those included acquisitions, strategic combinations with other theater companies, and a possible recapitalization of the company to simplify its capital structure. Several past investments, including a $250 million equity infusion by Apollo Management, L.P., in 2001, had left...
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...Advanced Corporate Finance Professor Manuela Athayde Marques TA Professor Ana Carolina Mota Group Project Introduction Eskimo Pie was a well known brand of frozen novelties in the early 1990’s. As many companies in its stage, Eskimo Pie decided to explore growth opportunities by going public. The aim of this report is to present Eskimo Pie’s business and its historical background in the first and second sections. The third and forth sections illustrate a historical and financial analysis of the frozen novelty industry. The last section refers to the different alternatives that Eskimo Pie has to go public. Historical Background Innovative ideas can start with day-to-day needs and Christian Nelson was able to spot one. When working in a confectionery store, Nelson was confronted by a little boy’s indecision between a chocolate bar and a scoop of ice cream. The idea of combining the two products gave birth to America’s first chocolate-covered ice-cream bar. In 1921 Christian Nelson commercialized his innovation under the name of “IceScream-Bar”. One year later, Eskimo Pie brand name resulted from a partnership with Russel Stover, who later exited the company in 1923. This partnership was beneficial in many ways: the creation of a mechanism to collect royalties and the design of a glamorous tin foil wrapper manufactured and supplied by the U.S. Foil Company. Despite of its success and the increase in sales, Eskimo Pie Corporation was not financially sustainable...
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...1. Francisco Partners was founded by Dave Stanton and he had a vision to create a leading buyout fund which was focused on the technology sector. He previously worked at Texas Pacific Group (TPG) and handled the investments in the technology sector. He started Francisco Partners by assembling a strong team with experienced people in the technology sector. TPG was a generalist buyout firm and they were on track to raise a technology specific fund, and when that did not go through, Dave Stanton decided to start his own firm. He felt that by having a generalist approach the firm was not able to match up the changes and trends in the industry, and by having a technology specific firm he would have a competitive edge over competitors. One of the major strengths for Francisco Partners was that the technology sector had witnessed high growth levels in the 1990s and that had attracted a lot of attention from investors in this sector. The sector had grown by four times the growth of the overall US economy and the average growth for the last fifteen years had exceeded 10% per year. It is shown in Exhibit 2 with commitments to Private Equity rising to a level of $85.3 billion in 1998. The other strong aspect of the firm was the team which Stanton had assembled. The team was highly experienced with an exceptional track record in technology sector investments. Also, Ben Ball and Neil Garfinkel had overseen deal teams that had invested over $298 million in 14 portfolio companies representing...
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...with swimming pool and outdoor eating area provides a nice environment. What’s more, the new copper pluming system, vaulted ceiling, central air and heat system add value to this apartment and differentiate it from other potential deals. Potential high capital gain: Due to low historic interest rates and a growing population, price of the area’s single family and condominium went through a continuous rise in recent years. This not only widen the rent/own affordability gap which may result in lower vacancy rate, but also provides the possibility of an extra capital gain upon sales of the apartment comparative with other deals in different cities and areas. Low interest rate and benefits from leverage: the relative low interest rate (< Cap rate) will provide a positive operating leverage, which enlarge the ROE and less the burden of initial capital investment. Cons: with the appealing characteristics listed above, there’re certain disadvantages that...
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