Capital Structure
- 10:37
LBO modeling capital structure
Glossary
Capital Structure Debt Equity LBO LBO modeling Private EquityTranscript
Moving on to the capital structure. First thing we notice is that we do have the ability to change the type of capital structure that we have to see its impact on the deal and the returns. So we have three different choices, a standard capital structure, which is a traditional LBO structure with senior and junior debt along with an equity investment. Then we have a second choice, which is a unitranche structure, which is a more modern or current capital structure type that's evolved over the last 10 years or so. And that is essentially wrapping all of the senior and junior debt into one class of debt called a unitranche, that's then provided by one private debt provider with obviously a significant amount of investment behind that. Lastly, we have the ability to use a sale leaseback which will combine some of the components of tradition financing along with the ability to raise additional capital through the sale of assets, typically real estate assets for a company. So the first thing, again, we'll take a look at how this is laid out and what's in this structure. So for the traditional or standard, we have a revolver which is typically not funded at close but used to plug working capital needs going forward. We then have a first lien and second lien debt. This would be the senior debt in the transaction, the first lien being the having the first claim on the assets, a second lien being senior as well, but having a second claim on the assets. This might be term loan A and B, this could be term loan B and C. The next thing we see here is called unitranche, and unitranche, we're slotting in here. It will only be drawn when we're in that particular or chosen capital structure, but because it encapsulates all of the various kinds of debt, it's shown sort of sitting in between here. The unitranche will also include mezzanine debt. So in the standard structure we've got first lien, second lien and mezzanine. So that would be two senior tranches of debt on top with one junior and unsecured debt below that. We also have a bridge loan here, which again isn't drawn in the standard, but it will be drawn in the lease, sale lease back and we're gonna do the sale lease back last, so I won't say too much about that. We are going to model in the unitranche now but we need to calculate that. So we've been given these debt amounts here. These are the debt amounts that closed this deal. And what we now need to do is sort of back out, so to speak, the remaining pieces of this puzzle. So that's gonna best be done by completing the sources and uses section below. We know what the various tranches of debt were at deal close and we know what the common equity investment is. The common equity investment is the riskiest form of equity. This is the equity that has all of the upside of the value of the transaction. But what we need to know now is what the institutional strip, the preferred investment is which has the annual or capped return. And we can see those assumptions off to the right. We can see the spread on our loans in terms of the spread over LIBOR and we can also see the unitranche rate. This is a different kind of market rate because unitranche is sort of priced sort of outside of the market because it's provided by private debt funds as opposed to by banks and bond investors. And then we have obviously rates for the bridge loan and the mezzanine as well. So the preferred or the shareholder loan or the preferred equity has a guaranteed annual rate of 12%. So what this is basically saying is that these shareholders are going to have a guaranteed return of 12% for the amount that is invested in that institutional strip. And this is just a way for the private equity investors to guarantee a minimum rate of return. Now it still is an equity instrument so you know, if the deal really goes badly, they're not necessarily guaranteed to get their money back because it is an equity investment, the debt holders above them will be made whole first. But in terms of all the other returns, the prefs are gonna get this 12% and that is an annualized guaranteed amount and it will be structured as we'll see in a moment as a paid in kind investment. So let's go down to the sources and uses and we'll just start filling this in and then we'll come back and see where we are. So our acquisition equity value is going to be what we calculated above and that is the 1,487.1. And the refinance debt is going to be equal to the net debt above. So essentially what we will be doing is taking the existing debt and using any available cash to pay that down, and that amounts to 302.4. The fees will be equal to the enterprise value amount above, 1,789.5 times the 3%, and that gives us the 53.7.
So our total uses, our total needs of funds amount to 1,843.2. Now that I know what my total uses are, I need to go in and fill in what the preferred amount is going to be based on those uses and also I'll be able to fill in my unitranche as well. So for the preferred amount, that's simply going to be equal to the total uses less the sum of all of the other kinds of debt. And in this case, I don't really want to include the bridge loan or the unitranche 'cause that's not really part of standard structure, as well as the common equity. So I'm basically netting all of the other financing from my total uses and that's gonna tell me how much I need to raise in the pref. Now for the unitranche what's happening here is the unitranche is simply going to replace all of the standard debt. So we don't really need the sources and uses table for this. We can simply take the sum of the revolver, the first lien, the second lien, as well as the mezzanine. And that will total the unitranche amount. Sometimes in a unitranche, the revolver is handled separately. It's a little bit more complicated to wrap a revolver into a unitranche. It is done, but many times the unitranche is handled separately and then guaranteed or secured separately from the other unitranche funds. So this pref share is actually gonna be the same kind of all the way across. So we can copy this across so we can simply do the calculation again. I think it's more appropriate to do the calculation again because the table is set up to really to handle the capital structure according to you know, that selector. So I'm gonna take my total uses and I'm going to subtract, in this case, simply the unitranche 1,211, and that's gonna give me the six and I'm gonna subtract my unitranche as well as my common equity. That gives me the 622. And then for the sale leaseback, what we see happening here is we have the first lien loan coming into play. We don't have a second lien, we have a bridge loan, and we still have mezzanine. So what's happening here is the second lien is being replaced by the sale of the assets. So this is the private equity sponsor feeling that the value of those assets are really greater than what the second lien market is giving them credit for. So because of that, there's a push to do something about those assets. And in this case they're basically gonna sell them on the market to create more value, and then lease them back. So at this point we'll just simply do the calculation as again, the total uses minus the sum of the first lien, the bridge loan, the mezzanine, and the common equity. I wanna just go up and calculate what my borrowing costs are going to be. Here for the capital structure, we see again the same standard unitranche and lease choices. The unitranche capital structure is going to be handled a little bit differently. The standard capital structure is basically a spread over LIBOR. So we've got the spread here in the middle column. And so our total interest rate for these is going to be equal to the standard spread plus the LIBOR, which we'll anchor. That will be copied over to the lease category. If there's a unitranche, we don't need anything there. So I'm just gonna leave that blank. And then I'm going to copy this down as well for my other tranches of debt for both standard and the lease. Now for the second lien, we're not gonna have second lien debt under the lease so we don't need that there. So I'm going to actually just erase that. And then for the unitranche, what we see here is a kind of a blended rate or an all-in rate. And that's just the way unitranches are priced, a little bit more expensive generally than what you could get if you broke up the tranches of debt. And that's just because of the, you know, the ease of one-stop shopping. It's, you know, there's just a lot of different things going on in a unitranche that aren't happening from an administrative perspective that cause it to be a little bit more expensive. But the one-stop shopping of course makes it much more convenient. Also from the borrower's perspective, you're only paying interest to one party. So generally that increased amount of the borrowing rate is usually considered to be well worth it. And then of course we've got our interest rates here as well for mezzanine in the case of the standard and the lease and the return for the preference shares at 12%.