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A Study on the Economic Impact of Private Equity Club Deals in Leveraged Buyouts

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A Study on the Economic Impact of Private Equity Club Deals in Leveraged Buyouts ERASMUS UNIVERSITY ROTTERDAM ERASMUS SCHOOL OF ECONOMICS MSc Economics & Business Master Specialisation Financial Economics A study on the economic impact of private equity club deals in leveraged buyouts Author: Ward A. Blokker BSc Student number: 417525 E-mail: [email protected] [email protected] Thesis supervisor: Dr. Y. Dai Second reader: Dr. V. Volosovych Finish date: July 2016 PREFACE AND ACKNOWLEGDEMENTS With pleasure I present to you this study on the economic impact of private equity club deals in leveraged buyouts. This thesis will conclude my master’s degree in Economics & Business Economics (specialisation Financial Economics) at Erasmus University Rotterdam. The idea for this thesis originated during the Seminar Advanced Corporate Finance: Private Equity. One of the key articles on which I base my research (“Club deals in leveraged buyouts” by Officer, Ozbas, and Sensoy, published in 2010) was part of the literature during this seminar. Some time after the seminar, I started an internship at a Dutch private equity firm, where I encountered many “club deals” myself: deals in which private equity acquirers join forces to purchase a target firm. My colleagues told me about the ever-increasing competition in the private equity industry combined with the limited supply of companies to buy in recent years, and I started wondering whether this increased competition could be part of the reason why a substantial amount of targets is purchased by private equity coalitions. Later, I immersed myself in this topic by reading several articles, and decided to write a research proposal about it. I submitted this research proposal to Dr. Dai, my lecturer for the seminar Private Equity, which was the start of an intensive yet insightful period of conducting research and writing this thesis. First and foremost, I would like to thank my thesis supervisor, Dr. Dai, for the excellent guidance and support, as well as the constructive criticism and responsiveness during the process. I would also like to thank the second reader of this thesis, Dr. Volosovych, for evaluating my work. I hope you will enjoy reading this thesis. Ward Blokker Rotterdam, July 2016 i HIGHLIGHTS The purpose of this research is twofold: 1) to conduct an empirical analysis of the economic impact of private equity club deals on the target company and its stakeholders; 2) to draw conclusions about the incentives of private equity acquirers to form such coalitions. My main results are as follows. Examining the abnormal returns to target shareholders in a sample of 450 completed private equity buyouts of American and European publicly traded targets, I find: . From 2000 to 2005, target shareholders receive 16.7% less of pre-bid firm equity value in club deals compared to sole-sponsored deals. This effect is mainly attributable to large or “prominent” private equity acquirers forming clubs to acquire targets in the United States; . From 2006 to 2015, target shareholders receive 10.2% more of pre-bid firm equity value in club deals compared to sole-sponsored deals. This effect is mainly attributable to prominent private equity acquirers forming clubs to acquire targets, both in the United States and in Europe. Examining the ex-post buyout performance of target companies in a subsample of 112 targets for which ex-post buyout data is available, I find: . Consortium-backed companies experience significantly higher growth of total assets, employees, and turnover after a buyout, relative to sole private equity backed companies; . After controlling for growth in assets and employees, European club deal targets experience (on average) 3.7% higher productivity growth than the control sample of sole-sponsored buyouts in the three years after the buyout. Overall, the evidence indicates that: 1) Private equity clubs are better able to enhance the economic performance of their target companies than sole-sponsored private equity buyers; 2) Resource pooling and value creation are rationales for club formation, whereas I cannot rule out that prior to 2006, prominent private equity acquirers formed clubs (in part) to curb competition, particularly in the United States. ii ABSTRACT This research provides evidence on the economic impact of club deal leveraged buyouts –where two or more private equity firms form an alliance to jointly takeover a target firm– in terms of the returns to target shareholders as well as the ex-post buyout performance of target companies. Using a comprehensive sample of completed private equity buyouts of American and European publicly traded targets, I find that from 2000 to 2005, target shareholders receive 16.7% less of pre-bid firm equity value in club deals compared to sole-sponsored deals. This effect is mainly attributable to large or “prominent” private equity acquirers forming clubs to acquire targets in the United States. From 2006 to 2015, I find an opposite effect, where target shareholders receive 10.2% more of pre-bid firm equity value in club deals compared to sole-sponsored deals. This effect is mainly attributable to prominent private equity acquirers forming clubs, both in the United States and in Europe. I further show that consortium-backed companies experience significantly higher growth of total assets, employees, and turnover after a buyout, relative to sole private equity backed companies. Moreover, European club deal targets experience (on average) 3.7% higher productivity growth than the control sample of sole-sponsored buyouts in the three years after a buyout. This combined evidence indicates that, despite the observed lower target abnormal returns prior to 2006, private equity clubs are better able to enhance the economic performance of their target companies than sole-sponsored private equity buyers. This notion is particularly convincing for the European subsample, where higher measures for productivity growth after a club deal suggest that consortiums are the superior mechanism to enhance the economic efficiency of target companies. Finally, I examine the possible incentives of private equity acquirers to form coalitions, and find convincing evidence for resource pooling and value creation as rationales. However, these motivations for club formation are not able to explain the observed discount in abnormal returns paid to American target shareholders by prominent clubs prior to 2006, indicating these clubs might have been formed to curb competition. That said, it is possible that this lower pricing is an inadvertent by-product of an unobserved benign motivation for club formation. Keywords: private equity, buyouts, club bidding, takeover auctions, performance iii TABLE OF CONTENTS PREFACE AND ACKNOWLEGDEMENTS ........................................................... I HIGHLIGHTS ............................................................................................................ II ABSTRACT ............................................................................................................... III TABLE OF CONTENTS ......................................................................................... IV LIST OF TABLES .................................................................................................... VI LIST OF FIGURES .................................................................................................. VI CHAPTER 1 - INTRODUCTION .............................................................................. 1 1.1 INTRODUCTION...................................................................................................... 1 1.2 RESEARCH QUESTION ............................................................................................ 6 1.3 CONTRIBUTIONS TO ACADEMIC LITERATURE ......................................................... 7 1.4 FINDINGS .............................................................................................................. 8 1.5 STRUCTURE OF THE THESIS ................................................................................. 10 CHAPTER 2 - THEORY AND HYPOTHESES..................................................... 11 2.1 COLLUSION VERSUS VALUE CREATION ................................................................ 11 2.1.1 Abnormal returns to target shareholders ................................................... 13 2.1.2 Ex-post performance of target companies .................................................. 16 2.2 OTHER POSSIBLE MOTIVES FOR CLUB FORMATION............................................... 20 2.2.1 Risk reduction ............................................................................................. 21 2.2.2 Resource pooling ........................................................................................ 22 2.2.3 Information pooling .................................................................................... 22 CHAPTER 3 - DATA SOURCES AND DESCRIPTION ...................................... 24 3.1 FORMING THE BASE SAMPLE ................................................................................ 24 3.2 ABNORMAL RETURNS TO TARGET SHAREHOLDERS .............................................. 27 3.2.1 Sample specification ................................................................................... 27 3.2.2 Market return .............................................................................................. 30 3.2.3 Prominent acquirers ................................................................................... 31 3.2.4 Frequent acquirers.....................................................................................
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