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On the Determinants of Leveraged Buyout Activity

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On the Determinants of Leveraged Buyout Activity ON THE DETERMINANTS OF LEVERAGED BUYOUT ACTIVITY Anders Bergman ♠ & Ia Bergman ♦ Abstract This thesis provides a facetted overview of the leveraged buyout phenomenon and its place in the corporate finance and corporate governance field. It assesses the scope and quality of the theoretical framework on the determinants of leveraged buyout activity and its validity in a modern day context. The leveraged buyout is decomposed in its (1) history and progress, (2) role as an external and internal corporate governance device, and (3) determinants, as hypothesised in empirical and theoretical research. Additionally, a case study of the recent large-scale leveraged buyout of Danish incumbent telecom operator TDC A/S serves to assess the contemporary explanatory power of leveraged buyout theory. We find that, while theories and hypotheses on the determinants might not fully capture all current economic aspects and private equity strategies in detail, most still have significant explanatory power for today's leveraged buyout activity as illustrated by the TDC case. ♠[email protected]; ♦[email protected] Master’s Thesis in Finance, Stockholm School of Economics Tutor: Mike Burkart Discussants: Magnus Grape and Malin Hedman Presentation Date: June 09, 2006 10.15-12.00 Venue: Stockholm School of Economics, Room 194 Acknowledgements: We wish to thank everyone who has contributed to our deepened understanding of the topic in valuable discussions. Special thanks go to Mike Burkart for his support and encouragement in supervising this thesis. We are furthermore indebted to friends in the financial services community for facilitating access to research and data that would have otherwise been undisclosed to us. Index 1 INTRODUCTION .................................................................................................................................1 1.1 Overview ....................................................................................................................................1 1.2 Purpose.......................................................................................................................................1 1.3 Delimitations..............................................................................................................................2 1.4 Outline........................................................................................................................................3 2 THE LEVERAGED BUYOUT ..............................................................................................................4 2.1 LBO Characteristics..................................................................................................................4 2.2 Private Equity as an Investment Asset Class ........................................................................5 2.3 Structuring the Leveraged Buyout ..........................................................................................7 2.3.1 Share Purchase Transaction Structures ..........................................................................7 2.3.2 Debt and Equity Syndication...........................................................................................9 2.4 The History of Leveraged Buyouts ........................................................................................9 2.4.1 The Roaring 80s...............................................................................................................10 2.4.2 Modern Leveraged Buyout Activity..............................................................................11 3 THE ECONOMICS OF CORPORATE GOVERNANCE .....................................................................15 3.1 The Principal-Agent Conflict ................................................................................................15 3.2 Corporate Governance Mechanisms....................................................................................16 3.2.1 The Market for Corporate Control...............................................................................16 4 THE DETERMINANTS OF LEVERAGED BUYOUTS .......................................................................19 4.1 Leveraged Buyout Value Creation and Sources of Gains .................................................19 4.2 Incentive Realignment Hypotheses......................................................................................20 4.2.1 The Free Cash Flow Hypothesis...................................................................................20 4.2.2 Ownership Concentration Monitoring Effect ............................................................25 4.2.3 Managerial Equity Ownership.......................................................................................25 4.3 Tax Benefit Hypothesis..........................................................................................................26 4.4 Stakeholder Wealth Transfer.................................................................................................27 4.4.1 Costs to Existing Creditors............................................................................................28 4.4.2 Costs to Employees and Local Communities .............................................................30 4.4.3 Costs to Suppliers and Customers ................................................................................30 4.4.4 Costs to Tax Receiving Entities ....................................................................................31 4.6 Other Determinants................................................................................................................32 4.6.1 Informational Asymmetry..............................................................................................32 4.6.2 Eliminating Public Listing Costs...................................................................................33 4.6.3 Takeover Defence ...........................................................................................................36 4.6.4 Transaction Cost Criticism.............................................................................................37 4.7 Differentiating Features of Modern Leveraged Buyout Activity .....................................38 4.7.1 Financial Buyers as Strategic Buyers? ...........................................................................38 4.7.2 Economic Conditions and Liquidity Sloshing.............................................................39 4.7.3 Private Equity Capital Abundance................................................................................40 5 CASE STUDY – TDC A/S ...............................................................................................................41 5.1 Case Outline.............................................................................................................................41 5.2 Company Profile .....................................................................................................................42 5.3 Stakeholder Wealth Effects ...................................................................................................44 5.3.1 Shareholder Wealth Effect.............................................................................................44 5.3.2 Managerial Wealth Effect...............................................................................................46 5.3.3 Creditor Wealth Effect ...................................................................................................49 5.3.4 Other Stakeholder Wealth Effect..................................................................................50 5.4 NTC’s Investment Case .........................................................................................................50 5.4.1 Operating Improvement Potential................................................................................51 5.4.2 Cash Flow Characteristics ..............................................................................................51 5.4.3 Market Position................................................................................................................51 5.4.4 Non-core Disposals Available.......................................................................................52 5.4.5 Opportunity to Optimise Capital Structure.................................................................52 5.5 Theoretical Framework Explanatory Power .......................................................................53 5.6 Concluding Remarks on Case ...............................................................................................55 6 CONCLUSION ...................................................................................................................................57 APPENDIX ............................................................................................................................................59 BIBLIOGRAPHY ...................................................................................................................................62 1 INTRODUCTION 1.1 Overview The leveraged buyout (LBO) was much debated in the wake of the takeover wave of the 1980s when the phenomenon first gained momentum. Ever since, it has been blamed for much evil, while its proponents have argued in favour of its efficiency and value creation. Empirically, leveraged buyouts have, unlike merger and acquisition (M&A) activity in general, presented indubitable evidence of improvements
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