Leveraged Buy-Out (LBO)

What is a leveraged buyout (LBO)?

A leveraged buyout (LBO) is a financial transaction in which a company is acquired by an investor group using minimal cash for equity and financing the transaction largely through debt. By maximising the portion of the acquisition financed with debt, the investors are either employing financial leverage designed to increase the returns on their equity investment or they are purchasing a company for which they only have a portion of the capital necessary and they must borrow the rest to consummate the deal. 

Financial leverage is the practice of using borrowed capital to reduce the amount of cash an investor is required to commit to an investment. It can also be viewed as a way of purchasing a larger investment than could otherwise be purchased with the capital alone.

Leverage can enhance the return on equity (ROE) of an investment but also adds to the financial risk by adding the obligation to service the debt.

The objective of an LBO is to pay down the debt through cash generated from the company’s operations along with possible asset sales or business spin-offs. As that happens, the equity of the company is expected to grow over time, providing appreciation to the investors. Ultimately, the investors hope to exit by either selling the company or taking it public.

Related article: Buyout Fund: Definition & How It Works

Key Takeaways

• Leveraged buyouts are investments that seek value for investors by acquiring a company using predominantly debt financing.
• Leveraged buyouts are often used to take a public company private with the aim of enhancing them through reorganisation or restructuring.
• A typical target of a leveraged buyout is a mature, non-cyclical company with high margins, predictable cash flows, low debt and minimal capital expenditures.

Why do PE firms use leverage?

Leverage is frequently used by investors as well as companies to enhance equity or shareholder returns.

Buying stock on margin or buying real estate with a mortgage, for example, are forms of leverage commonly employed by investors. Using leverage has to be balanced against the additional financial risks incurred through the debt obligation and the need to have a reliable cash flow to service the debt.

Private equity firms use leverage because it can enhance the equity returns for their investors. Many PE firms are well-positioned to provide the specialised expertise necessary to identify opportunistic LBO targets and then execute a strategy to acquire them, raise the necessary debt financing, restructure as necessary, and then take the target public, sell it to a strategic buyer or use other options to exit their positions.

How does a leveraged buyout (LBO) work?

The main steps in an LBO investment would typically include:

1. Screening – A PE firm or LBO specialist firm screens public companies for a viable LBO target.
2. Due diligence & modelling – A PE firm would perform due diligence on the target and develop financial models to see if the company could maintain the necessary debt load.
3. Strategy – The full end-to-end strategy would be developed. That would include acquiring the company, raising money from equity investors, securing debt commitments and determining what can be sold or spun-off to pay down the debt.
4. Approach – The PE sponsor would approach the target for an acquisition.
5. Capital raise – A partnership would be initiated and capital raised from investors.
6. Execution – The investor executes on the acquisition and potential follow-up strategy.
7. Liquidation – Investor sells the company or initiates an IPO.

Since an LBO’s ability to maintain its debt burden is critical to success, companies with stable and predictable cash flows, low debt, and low capital expenditures make good prospects for LBOs. That generally means mature, non-cyclical companies with high margins.

LBOs can occur whenever PE firms spot opportunities to unlock the hidden value of a company or when companies with the above characteristics begin shopping for a way to either sell themselves or reorganise. This can occur when a major shareholder (such as in the case of Dell explained below) seeks to exit or take the company private.

A leveraged buyout (LBO) example

In 2013, Michael Dell was facing a sagging stock price for Dell amid rising fortunes for the computer industry in general and looking for a way to reorganise or sell his company. He ended up working with PE firm Silver Lake Partners to execute a leveraged buyout involving Silver Lake, his own family office and Singaporean sovereign wealth fund GIC. Once private, the company revived its growth in the PC business and obtained a presence in cloud computing and cybersecurity through acquisitions which included a purchase of VMware.

In April, 2021, Dell Technologies announced plans to spin off its 81 percent ownership of VMware as part of efforts to expand into hybrid cloud, 5G, edge and other growth areas and simplify capital structures. At that time, Michael Dell and Silver Lake owned 52 percent and 14 percent, respectively, of Dell Technologies, which had a market capitalization of approximately $75 billion.¹

Advantages of leveraged buyouts (LBOs)

• Smaller equity raise is required relative to deal size
• Opportunity for returns of 20-30% annualised
• Target company is generally identified to investors up-front
• Can represent an attractive exit option for major shareholders of some public companies
• Creates a leaner, more efficient company with higher returns for shareholders

Types of leveraged buyouts

There are different types of LBOs, characterised mostly by their objectives:

• Management buyouts and buyins – A management buyout is when a group of managers (and sometimes employees) from within a company seek to purchase the company but do not have the capital required for an all-cash deal. A management buyin is where outside management seeks to buy a company and take control.
• Repackaging buyout – This would usually be a “public-to-private-buyout.” An investor group or PE firm sees an opportunity to substantially increase the valuation of a public company by taking it private, repackaging or reorganising it, and then either selling it or taking it public again. This could also be a situation where a public company has a low valuation and wants to sell. 
• Spinoffs – An investor group purchases a spinoff from a larger corporation.

How do leveraged buyouts (LBOs) create value?

• Operational improvements focus on enhancing portfolio companies' value by improving overall efficiency and productivity.
• Strategic improvements involve reshaping portfolio companies by divesting non-core units and pursuing new business avenues to drive strategic growth.
• Talent improvements revolve around optimising human capital within companies by fostering the development of relevant skills and talents.
• Reorganisation implies restructuring portfolio companies to align their organisational structures with their strategic goals.
• Improved capital structure refers to modifying the debt and equity balance within portfolio companies to optimise leverage and maximise value.
• Multiple expansion involves enhancing the valuation multiples of companies by improving financial performance.

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