MANAGEMENT BUYOUT: A TOOL FOR CORPORATE RESTRUCTURING Sneha Ghosh1, Kuntal Sil2 1,2 Research Student, Department of Commerce, University of Burdwan, West Bengal (India) ABSTRACT Management buyout (MBO) refers to the process of management acquiring a majority or significant minority stake in a company. Management buy-outs became an emerging phenomenon in the 1980s and considered one the best exit strategy. However, this cannot be an overnight affair. This requires a series of planning and analysis before actually heading towards the process of management buyout. There may be several reasons but the main reason for opting management buyout is nothing but gaining more financial reward/incentives for future development of the company more directly than they would get as an employee. However, each party involved in this MBO has different conflicting interest. The business owner is seeking the highest price for the company, management is looking to acquire the largest equity stake possible, and if a private equity firm is involved in the transaction they want to maximize their return on invested capital. To overcome such potential challenges and close the transaction successfully, it’s important to structure an MBO in a way that satisfies the collective interests of the parties involved. In the present day context, many companies have used or are also in the process of using this strategy considering it as a great deal. Therefore, the present paper attempts to analyze how Management Buyout act a tool for corporate restructuring and the various issues concerned with it. Keywords: Management Buyouts, Collective Interst, Private Equity Firms. I INTRODUCTION The very definition of management buyout says that it is the purchase of an existing business, usually with a combination of debt and equity by the current management team. In other words, a management buyout (MBO) refers to the process of management acquiring a majority or significant minority stake in a company. Management buy-outs became the emerging phenomenon in the 1980s and considered one the best exit strategy. However, this cannot be an overnight affair. This requires a series of planning and analysis before actually heading towards the process of management buyout. There may be several reasons but the main reason for opting management buyout is nothing but gaining more financial reward/incentives for future development of the company more directly than they would get as an employee. However, each party involved in this MBO has different conflicting interest. The 101 | P a g e business owner is seeking the highest price for the company, management is looking to acquire the largest equity stake possible, and if a private equity firm is involved in the transaction they want to maximize their return on invested capital. To overcome such potential challenges and close the transaction successfully, it‘s important to structure an MBO in a way that satisfies the collective interests of the parties involved. In the present day context, many companies have used or are also in the process of using this strategy considering it as a great deal. Therefore, the present paper attempts to analyze how Management Buyout act a tool for corporate restructuring and the various issues concerned with it. II CONCEPT OF BUYOUT ―Buyout is the purchase of a controlling interest in one corporation by another corporation or an investor, in order to take over assets and/or operations. The term buyout is often complemented by words that explain the specific structure and allow differentiating various forms of buyouts (e.g. management buyout, leveraged buyout).‖ ―Private equity is a form of corporate financing where mostly non-public companies are provided with medium- to long-term risk capital by specialized financial intermediaries. Private equity financiers take an active role in the control and advisory of their portfolio companies and provide management support where required. To realize capital gains, investments are undertaken from the very beginning with the intention to resell the equity stake.‖ When differentiating by buyer or role of management, several types of buyouts can be identified. The main characteristic of an MBO is that the existing management, or parts of it, acquires either the entire company or a large part of it, investing a significant share of their net worth. Often, a large company divests one of its subsidiaries by selling it to its management team. Another source of MBOs can be entrepreneurial and family businesses whose owners retire. Thus, three factors are to be considered prior to management buyout i.e, an effective management team, a strong business and a suitable exit opportunity. While effective management team is important due to the following reasons: a) The financial institutions should be well convinced with the management team so that they can handle the buyout and its other aspects independently. b) The equity investors will expect each member of the management team to invest personally. Provided the personal risk is acceptable, the equity investor will welcome a larger investment by the management team. Opportunities for other managers and staff to invest smaller sums can be provided. It is quite commonplace for the leader of the management team to have the opportunity to invest more than other key team members. c) In most cases, the leader of the buy-out team will be the present chief executive. It will be his or her job to ensure that the management team is not overly distracted during the buy-out. It is often appropriate to delegate the day-to-day involvement in the transaction to one or two individuals, and for them to provide regular updates for the team. On the other hand, a strong business is required due to the following reasons:Strong Business 102 | P a g e a) Most management buy-outs involve high levels of debt, especially during the early years. Accordingly, a positive cash flow is required. A business will be less attractive to financial backers if the cash generated is absorbed by additional working capital, uncontrolled growth or a high level of capital expenditure. b) As most buy-outs depend upon both equity and debt finance, the repayment of both needs to be considered at the outset. The leading debt provider will usually expect both interest and capital to be paid back out of cash flow over a specified period, often 5-7 years. Debt providers will not want to rely on an exit for the repayment of the loan. Providers of equity capital, however, will require an exit for the bulk of the profit they expect to make from backing the transaction. In most cases, they want to realise their investment within 3-5 years of the buy-out. Investors tend to maximise the annual compound rate of return by an early exit. The probable exit opportunities are: a) a sale of the company to a trade buyer; b) the management team may buy out the shareholding of the institutional investor, or even a manager wishing to leave or retire, if the business has generated sufficient profit and has adequate cash or borrowing resources. For an attractive exit, it is important that the business: a) has achieved satisfactory sales and profit performance for the preceding 2 or 3 years, compared with other companies in the market sector; b) is capable of sales and profit growth during the medium term; c) is not unduly dependent upon either one or a few customers; and d) has a management team committed to the development of the business. III WHY IS MBO AN ATTRACTIVE ALTERNATIVE? MBO is considered as an attractive alternative because of the following reasons: Prior to recession (in the year 2008) there was an unprecedented growth in the financial markets, fuelled by easy access to low cost debt financing. This resulted in private equity firms bidding for target companies at valuation that rivaled strategic buyers, using excessive amount of financial leverage. At times private owners want to retire and feel it‘s better to hand over the entire business to the management. When the owner has no one to succeed him\her or successor are incapable of running the enterprise may feel handing over the business to the devoted employees will be a better option. The owner might feel its better to reward and secure the management and the entire workforce. When the performance of the company has not been satisfactory over a considerable period of time, the owners might feel that handing over the responsibility to them would however change the scenario. Sometimes the owners of the company may liquidate certain asset or divest a business unit to generate cash. Often managers seek MBO as because it will help them to advance in their career and help them to earn capital gain if the buyout process goes out well. 103 | P a g e The legal formalities will be very less if owners handover the business to its current management than other third party. In other words, provided the MBO team can make a fair offer for the business there is a good reasons for it to be accepted. MBO team is a well placed to compete with the trade buyers and often the vendor will not seek a trade sale provided the MBO offer is reasonable. IV SUCCESS MANTRA OF MBO For an MBO to be successful the managers have to face lot of difficulty since either they have lack of capital access or they are faced with conflicting interest of the different parties associated with the company. The three L‘s in a MBO deal should be followed so as to make it successful venture which are enumerated below:- Leadership: the managers of the company must have the leadership skills in order to carry out this venture.