Leveraged Buyout Transactions Research Articles

A Model to Identify the Potential Target for Leveraged Buyout

This study aims to find a model based on agency theory to identify the target firms of leveraged buyout (LBO) transactions one year ahead. The likelihood of a firm being a target in an LBO transaction is estimated using logistic regression. The dependent variable is defined as one for the LBO target and zeroes otherwise. The independent variables are a firm's financial characteristics related to agency problems: leverage, tangible assets, free cash flow, market-to-book value ratio, profitability, and revenue growth. The sample is public-to-private LBO transactions in the United States from 2009 to 2019. We find that a firm with high leverage and free cash flow is more likely to become an LBO target. The findings are consistent with the agency theory. The management uses firm high free cash flow to gain more debt to pursue their benefits which is detrimental to shareholders' interest. Contrary to previous research, the firm's tangible asset does not increase the likelihood of becoming an LBO target.

An analysis of the effect of transaction strategy on leveraged buyout returns

Subject. This article examines whether there is a dependence of the leveraged buyout returns on the transaction strategy. Objectives. Based on the refinement of leveraged buyout (LBO) strategies, the article aims to analyze their impact on the profitability of financial sponsors and identify trends in the development of leveraged buyout transactions. Methods. For the study, I used the methods of correlation analysis, comparison, the abstract-logical method, and a subject-related literature review. Results. Based on the analysis of data on public-private LBOs completed in the period from 1996 to 2018, the article determines the dependence of the leveraged buyout efficiency on the applied LBO strategy and tactics of cash flow allocation in the LBO process. The article emphasizes the importance of the company's full history of cash flows to and from the LBO sponsor not only during the transaction period, but until its actual completion, as well, to analyze the LBO returns. The article also shows the trends in the development of LBO transactions. Relevance. The results of the study can contribute to a deeper understanding of the factors affecting the level of LBO transaction profitability, and the further development of business acquisition leveraged transactions.

Influence of factors on the activity of financial and strategic buyers in leveraged buyouts

Subject. This article examines the influence of factors on the activity of financial investors and strategic buyers in leveraged buyout transactions. Objectives. The article aims to clarify the dependence of the behavior of financial investors and strategic buyers on changes in various market conditions. Methods. For the study, I used a correlation analysis, logistic regression, comparison, and the abstract-logical and monographic methods. Results. The article identifies and describes differences in the behavior of the main types of buyers of debt financing transactions. Based on an analysis of leveraged buyout transactions in the euro area between 2002 and 2020, the article assesses the dependence of the relative contribution of financial investors and strategic buyers to the overall flow of transactions on the terms of debt and equity markets. Transaction-level analysis shows that differences in the behavior of financial investors and strategic buyers are due to differences in their propensity to make transactions in different market conditions and differences in adjustments to the volume of transactions they make, but are independent of the takeover premium they pay. Relevance. The results of the study contribute to a better understanding of the behavior of each type of buyout buyer, depending on changing market conditions.

Employee Views of Leveraged Buy-Out Transactions

A large sample of employee reviews shows a decline in satisfaction after a Leveraged Buy-Out (LBO), but with significant heterogeneity. The key driver is the previous ownership structure. For Private-to-Private transactions, dissatisfaction is concentrated in non-management employees and comes mostly from how management treats them. In Public-to-Private transactions, the dissatisfaction is stronger, multi-faceted, and present for all employees, including management. Industry and Private Equity sponsor fixed effects are significant, but second order. Other ownership changes (M&A, IPO) trigger less dissatisfaction.

Institutional influence on syndicate structure and cross‐border leveraged buyouts

AbstractWe explore the extent to which differences in countries’ formal and informal institutions reduce cross‐border leveraged buyout transactions and the potential influence these same institutions have on how private equity (PE) investors choose to enter these transactions. Although institutional differences have frequently been viewed as barriers to cross‐border investment, we find evidence that these same differences may motivate a PE firm's decision to enter the transaction with a syndicate of firms rather than undertaking the transaction on their own. Cultural differences between a PE firm and the target nation are significantly related to the choice to enter the deal via a multinational syndicate. The varying nationalities within the syndicate contribute to enhanced familiarity, with average institutional distances between the syndicate and target firms being significantly lower than for single‐PE‐led deals. Overall, deals undertaken by syndicates are more likely to be successfully completed and require less time in negotiation. These results persist even after accounting for selection bias with regard to target country choice. We explore whether other features of the syndicate are responsible for improved deal outcomes, such as repeated transactions with the same partners, but find no evidence that this is the case.

Leveraged buyouts and financial distress

Do leveraged buyout transactions increase the chance of bankruptcy? While corporate finance theory predicts that such sharp changes in capital structure increase financial distress costs by raising the probability of bankruptcy, previous studies fail to measure the effect. In this letter, we provide evidence that is consistent with the prediction of the theory. Tracking a sample of 484 leveraged buyouts and propensity score matched control firms for 10 years, we find that these transaction increase the probability of bankruptcy for the target firm by approximately 18%.

Do Private Equity Firms Reduce Product Commercialization?

Private equity (PE) firms reduce product commercialization in their Leveraged Buyout (LBO) investments. This reduction is associated with a product focus in the product commercialization strategy of the LBO. Using a sample of LBOs against a control sample of firms that failed to close the LBO transaction and using trademarks as a measure of product commercialization, I find that PE firms reduce trademark filings, but they accompany it with the reduction in the number of product classes which is a sign of product focus. The effect is opposite when managerial incentives are not aligned. The level of deal leverage does not affect PE firms' product commercialization strategy; neither does PE firms' experience.

Leveraged Buyouts and Financial Distress

Do leveraged buyout transactions increase the chance of bankruptcy? While corporate finance theory predicts that such sharp changes in capital structure increase financial distress costs by raising the probability of bankruptcy for each company, previous studies seem to fail to find any supporting empirical evidence. Using a propensity score matching method, we provide new evidence that is consistent with the prediction of the theory. Tracking a sample of 484 public to private LBOs for 10 years after going private, we find a bankruptcy rate of approximately 20%, an order of magnitude greater than the 2% bankruptcy rate for the control sample. Our analysis is robust to macro and industry shocks as potential driving forces behind bankruptcy.

Performance Benefits of Tight Control

This study investigates the transition from being a listed company with a dispersed ownership structure to being a privately held company with a concentrated ownership structure. We consider a sample of private equity backed portfolio companies to evaluate the consequences of the corporate governance changes on operational performance. Our analysis shows significant positive abnormal growth in several performance ratios for the private period of our sample companies relative to comparable public companies. These performance differences come from the increase in ownership concentration after the leveraged buyout transaction.

Pravno uređenje kupnje dionica ciljnog društva zaduživanjem (LBO transakcije)

U radu se obrađuju transakcije kod kojih se stjecanje dionica financira zaduživanjem ciljnog društva (LBO transakcije), ukazujući na otvorena pitanja u njihovoj primjeni. Autori se posebno osvrću na primjenu propisa o povezanim društvima te na provođenje statusne promjene pripajanja kod LBO transakcija. Budući da je praksa pokazala da se LBO transakcije često koriste u postupcima preuzimanja, autori u zasebnom poglavlju obrađuju korištenje ovih transkacija u tim postupcima. U radu se analizira europski regulatorni okvir uređenja LBO transakcija te se iznose i uspoređuju rješenja hrvatskoga, slovenskog i talijanskog prava. Uspoređujući rješenja istraženih pravnih poredaka uočeno je da su sva tri istražena pravna poretka različito uredila ove transakcije. Dok su Hrvatska i Italija uredile LBO transakcije na način kako ih uređuje Druga direktiva u pravu društava, slovenski je zakonodavac znatno pooštrio uvjete za korištenje ovih transakcija, odnosno de facto onemogućio njihovo korištenje. Temeljem rezultata provedenoga istraživanja, autori zaključno daju prijedloge rješenja de lege ferenda.

Corporate Raiders at the Gates of Germany? Value Drivers in Buyout Transactions

In this article, the German-speaking countries in Europe (DACH) are treated as a distinct economic region. We analyze a proprietary sample of deal level data for 123 leveraged buyout transactions in the DACH countries between 1995 and 2010. By distinguishing between financial and operational value drivers through unlevering the overall times money multiple, we find that two-thirds of generated value stems from EBITDA growth, excess cash generation, and multiple expansion, while one-third of value generated stems from leverage. Buyouts are found to yield abnormal returns compared with public benchmarks. The overall average (median) operational alpha is 11.6ppts (5.7ppts) in our sample. Buyouts before the global financial crisis in 2008 show better performance, while post-crisis exits have a significantly higher operational alpha.

Performance Benefits of Tight Control

This study investigates the transition from being a listed company with a dispersed ownership structure to being a privately held company with a concentrated ownership structure. We consider a sample of private-equity-backed portfolio companies to evaluate the consequences of corporate governance changes on operational performance. Our analysis shows significant positive abnormal growth in several performance ratios for the private period of our sample companies relative to comparable public companies. These performance differences come from the increase in ownership concentration following a leveraged buyout transaction.

Drivers of LBO operating performance: an empirical investigation in Latin America

Purpose – The purpose of this paper is to extend the research on private equity by studying the drivers of leveraged buyout (LBO) operating performance in Latin America. The authors consider a large set of candidate drivers (financial, governance, macroeconomic and industry variables) and study their effects on performance over short- and long-terms. Design/methodology/approach – To conduct this study, the authors used Capital IQ as a database as well as a hand-collected data set covering LBO in Latin America from 2000 to 2008. Findings – The empirical results show that macroeconomic variables have an important impact on LBO value creation. Governance variables show also that LBO transactions reduce information asymmetries between existing and new management teams. Consequently, a concentrated shareholder structure has a better impact on performance than diluted stockholders. Financial variables present significant effects after the delisting. Research limitations/implications – The characteristics of the debts included in the balance sheets (maturity for example) are not available in the authors' data basis. A test including this information could bring other elements of explanation. The measure of cumulative abnormal returns around going-private announcements and their impacts on shareholder’s value could also be of interest. This last study has been published for the UK (Wright et al., 2006). Further research should introduce other continents and particularly Asia in the analysis but also comparisons between the Brazil–Russia–India–China–South Africa (BRICS) countries. Originality/value – This study makes five main contributions. First, the authors construct an LBO sample with emerging markets and specially Latin America. It is the first time that an academic article has been realized. Data are very difficult to obtain to do empirical tests. Latin America is a part of emerging markets, which is an interesting study subject due to their attractiveness in terms of growth of private equity funds. Second, to understand clearly how LBOs create value, the authors construct a sample control to highlight the key factors. Criteria of size, sector of activity and Standard Industrial Classification (SIC) codes were strictly enforced. Third, the authors do not focus on the moment where the transaction is realized like many studies but before and after the delisting. Indeed, they observed, on the one hand, the operating performance between year −1 and year +1 and, on the other hand, the operating performance between year −1 and year +3. Generally, only the market reaction around the acquisition announcement is examined. Post-performance is not considered due to lack of data. Fourth, the authors take into account the macroeconomic effects on performance of LBOs. It is the first examination of the impact of macroeconomic factors on performance of LBOs in Latin America. And fifth, they analyze the impact of going-private decisions on employees.

On the Fundamentals of Winning Virtuous Strategies Creation Toward Leveraged Buyout Transactions Implementation During Private Equity Investment in Conditions of Resonant Absorption of Discrete Information in Diffusion-Type Financial System with Induced Nonlinearities

The authors perform an original research on the fundamentals of winning virtuous strategies creation toward the leveraged buyout transactions implementation during the private equity investment in the conditions of the resonant absorption of discrete information in the diffusion-type financial system with the induced nonlinearities at the influences by the Schumpeterian creative disruption processes in the free market economy. We propose that the money is a financial computing process, which is executed by the operating system, representing an exchange medium, at a computing device. We make a comprehensive academic literature review on the various aspects of modern financial engineering approaches to make the private equity investments and design the leveraged buyout and venture capital firms, funds and transactions in the finances. We highlight a private equity’s important role in the Schumpeterian creative destruction processes in the free market economy, discussing the leverage buyout transactions process and properties. We develop the MicroLBO software: 1) to create the winning virtuous strategies toward the LBO transactions implementation, and 2) to compute the direct/reverse LBO transaction probability number for the selected public/private companies. We formulate the Ledenyov theory on the winning virtuous strategies creation toward the LBO transactions implementation at the resonant absorption of discrete information in the diffusion-type financial economic system with the induced nonlinearities.

The Paradox of Stakeholder Power in Leveraged Buyout Financing: A Multiple-Agency Perspective

Previous studies have relied predominantly on agency theory to understand relationships among stakeholders (actors) involved in a leveraged buyout transaction and explain inherent characteristics o...

Is It Law or Something Else?: A Divided Judiciary in the Application of Fraudulent Transfer Law under § 546(e) of the Bankruptcy Code

In Part I of this Note, I will provide a general overview of leveraged buyouts. The discussion of how and why LBOs are implemented is particularly relevant to the application of fraudulent transfer analysis. In Part II, I will discuss fraudulent transfer law as defined by the Bankruptcy Code. In Part III, I will discuss which transfers within the LBO should be attacked under fraudulent transfer law and why; this section will focus on the various stakes of the parties involved in the leveraged buyout transaction. I will provide an overview of the specific factors that bankruptcy and federal appellate judges may or may not consider in applying § 546(e). Part IV will then more thoroughly define § 546(e) and its application to fraudulent transfer analysis. In Part V, I will describe the split of interpretation of § 546(e) as demonstrated by an empirical study. In Part VI, I will discuss the formal legal rules for the disagreement among the bankruptcy and federal appellate judges. Finally, in Part VII, I propose several explanations for the remarkably divided application of the statute.

Is Delaware Losing its Cases?

Delaware's expert courts are seen as an integral part of the state's success in attracting incorporation by public companies. However, the benefit that Delaware companies derive from this expertise depends on whether corporate lawsuits against Delaware companies are brought before the Delaware courts. We report evidence that these suits are increasingly brought outside Delaware. We investigate changes in where suits are brought using four hand‐collected data sets capturing different types of suits: class action lawsuits filed in (1) large M&A and (2) leveraged buyout transactions over 1994–2010; (3) derivative suits alleging option backdating; and (4) cases against public company directors that generate one or more publicly available opinions between 1995 and 2009. We find a secular increase in litigation rates for all companies in large M&A transactions and for Delaware companies in LBO transactions. We also see trends toward (1) suits being filed outside Delaware in both large M&A and LBO transactions and in cases generating opinions; and (2) suits being filed both in Delaware and elsewhere in large M&A transactions. Overall, Delaware courts are losing market share in lawsuits, and Delaware companies are gaining lawsuits, often filed elsewhere. We find some evidence that the timing of specific Delaware court decisions that affect plaintiffs' firms coincides with the movement of cases out of Delaware. Our evidence suggests that serious as well as nuisance cases are leaving Delaware. The trends we report potentially present a challenge to Delaware's competitiveness in the market for incorporations.

Insight Private Equity

We are able to shed light on the black box of restructuring tools private equity investors use to improve the operational performance of their portfolio companies. By building on previous work considering performance evaluation of PE backed companies, we analyze whether private equity improves operating efficiency and which of the typical restructuring tools are the main performance drivers. Using a set of over 300 international leveraged buyout transactions of the last thirty years, we find that while there is vast improvement in operational efficiency, these gains vary considerably. Our top performing transactions are subject to strong equity incentives, frequent asset restructuring and tight control by the investor. Furthermore, investors’ experience has a positive influence while financial leverage has no influence on operational performance.

Financial covenants and their restrictiveness in European LBOs - an assessment in the aftermath of the financial crisis

Financial covenants play a crucial role in mitigating agency conflicts in loan agreements of high leverage. In a European-wide qualitative survey among private equity experts, we assessed the impact of the financial crisis on financial covenants in leveraged buyout transactions. We concentrated on the factors that drive covenant restrictiveness by measuring the change of headroom as the most influential factor determining restrictiveness. The survey of 25 lead arrangers and private equity sponsors indicates that financial covenants mainly serve the purpose of managing the risk of the transactions and that leverage, interest cover, cash flow cover, and capex constitute the most important covenants. Their restrictiveness increased heavily during the financial crisis. The liquidity of debt markets, the deal pressure for mandated lead arrangers and the private equity sponsor’s history of covenant breaches represent the drivers of highest importance for covenant restrictiveness.

Insight Private Equity

We are able to shed light on the black box of restructuring tools private equity investors use to improve the operational performance of their portfolio companies. By building on previous work considering performance evaluation of PE backed companies, we analyze whether private equity improves operating efficiency and which of the typical restructuring tools are the main performance drivers. Using a set of over 300 international leveraged buyout transactions of the last thirty years, we find that while there is vast improvement in operational efficiency, these gains vary considerably. Our top performing transactions are subject to strong equity incentives, frequent asset restructuring and tight control by the investor. Furthermore, investors' experience has a positive influence while financial leverage has no influence on operational performance.