Sale Leaseback
- 08:16
LBO modeling complexities sale leaseback
Glossary
Dividends LBO LBO modeling Private Equity sale leasebackTranscript
The last thing we need to do is to finish the sale-leaseback transaction by modeling in the dividends and then looking at what that does to the cash flows and the returns to the stakeholders. So the first thing I wanna do is let's just set this to three, and then we'll quickly review what's happened here. So we're basically, in this transaction, we're going to revalue asset or assets at a 40% uplift. We are then going to sell those. Until that transaction is complete, we're going to drop in a bridge loan. The bridge loan will be repaid once the assets are sold. And then we will lease those assets back from the new owner in a 25-year financial lease that will create a lease liability on the balance sheet. The lease liability that is on the balance sheet is valued at the loan-to-value for the assets. So the lease liability of 709 repaid a bridge loan of 511. This created nearly 200 of excess cash flow. That 200 of excess cash flow can be dealt with in a couple of ways. It can be applied to pay down debt. It can be put back into the company and reinvested on some level, either in M&A transactions or in internal growth strategies such as capex and build-outs. The last thing that can be done which is something that was being done a lot during the time of this transaction, is that it can be paid out in the form of a dividend to the owners of the company, the owners of the company being the common owners of the company which is 90% sponsor or institutions and 10% management. So what we're going to do is we're going to model this as a dividend and see what that does to the returns. We're gonna go to the equity section and we're gonna just model that cash flow first as a dividend coming out of the company, coming out of the equity section as a negative cash flow. So that's going to be equals minus, and the way we're gonna calculate this is to go to the Debt page and go to the lease issuance, which is the 709.1. By linking to the lease issuance, we are sure to only capture this one time. So we're gonna do the lease issuance plus the bridge loan repayment. And again, that also ensures that we're only capturing this amount once, and that gives us a common dividend of negative 198.1. This means, of course, that the owners of the company will be receiving this 198.1. If I go to my cash flow statement, we'll see that that 198.1 is already been included in our cash flow from financing. We linked that to the Calcs page, and it's showing up correctly. And if we go to the Debt page, we'll see that that 198 is also coming out of the cash flow available for debt. So this 198.1 had previously just been kind of flowing through and getting applied to the term loan A, or the first lien debt, and that's no longer happening. So the question is, what is the impact this is going to have on the returns? Well, the first thing we need to do is whenever we make a change to the model, we always wanna make sure that we stayed in balance, and in this case we did. And we've seen sort of from a cash flow perspective what's happening. It's actually reduced our cash flow for debt repayment. But let's see what it would do to the actual returns. If we go to the LBO page, and we go down into the institutional returns we're gonna have to do is add this common dividend here. So what we'll do is we'll simply link to the calculation on the Calcs page, and what that's basically showing is the 198.1 now coming in as a positive cash flow. What we have to understand about this is that this dividend is coming to the management regardless of the exit. So it's not something that's going to be paid only on exit, which is the way this formula here for the institution cash flows is set up. This is set up to say only show me a cash flow if we're in an exit year, but the dividend is coming to the owners actually sooner. That's actually one of the strategies for doing these kinds of transactions is to get cash in the hands of the investors sooner. Not only will that generally amplify the returns but it also pleases many of the backers of the deal, the limited partners. So before we adjust that formula, the first thing that we need to do is acknowledge that the 198.1 is not actually all flowing to the private equity institutions, to the institutional investors. It's actually only flowing to them in the pro rata investment of the common equity. So that's going to be, at entry, the 90%, and I'll anchor that for when we copy it across. So now we see that this 178.3 is coming due to the private equity sponsor in year one. And so we need this PE institutional cash flow formula to acknowledge that. So I actually don't want to include it in the if statement, 'cause in the if statement it's going to be comparing my exit year with the year on top in J3. I wanna just simply add it on to the end. So I'm gonna just tack it on to the end of my formula. And now the 178.3 is actually showing up sooner. I wanna copy this formula across. Not that we expect to see any more dividends like this, but we do wanna be complete and thorough in the model. And immediately what that shows is an enhanced return of a few percentage points, a few hundred basis points, an enhanced return from around 19%, up to 22.3% for accomplishing the sale-leaseback transaction. Let's also take a look at what happens to the management's IRR. So currently it's set at 37.5 in the sale-leaseback transaction. So let's see what happens if we can get them some more cash upfront. So we don't have a row here for the dividend. So what I have to do here is add it to the end of this formula, the entire calculation. So that's going to be plus the opposite of that dividend on the Calcs tab times their pro rata share of the common equity, and that was 10%. And I'll anchor that. So management is getting 19.8 here, and when we combine the 19.8 with the 178.3, which is the institution's share of that dividend, the total amount is the 198.1, which is the total dividend of the deal. As for how management does with the sale-leaseback versus without the sale-leaseback, if we are to look at the 56.3 and then compare it to a standard transaction with a standard capital structure, that is, what we see is that management actually does slightly better with the sale-leaseback compared to the standard capital structure. And this is primarily because management is actually sacrificing some of the cash on the backend for some of the cash upfront. And that's just what happens when cash gets pulled out of the deal. It is more or less the same deal for them. It's a better deal for the private equity firm. As far as the mezzanine is concerned, they actually come out worse with the sale-leaseback because with the sale-leaseback, again, they're losing cash on the exit, on the backend, and they're not getting any of the dividend. So if we were to look at how the transaction looks with the standard capital structure, the mezzanine does better at 13% than with the sale-leaseback where the return drops down to 12.4%. So this completes the Debenhams complex LBO model. There's a full solution of the model included with the materials.