沃顿 高级公司理财学PE&lbo09.ppt
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1、Private Equity and BuyoutsIntroduction,Worldwide private equity funds managed more than$1 trillion in 2007(Metrick,Yasuda,2007)Three quarters buyout funds the rest VC2007 Private equity funds accounted for about one-fifth of M&A activity(Axelson et.al.Aug 2007)In 2006 Buyouts transactions totaled$23
2、3 billion in US and$151 billion in EuropeIn 2007 Buyout funds had raised$250 billion that had yet to be investedPrivate Companies 2.3%of public companies,Private Equity and Buyouts,1,Private Equity and Buyouts,2,Private Equity and Buyouts,3,Private Equity Funds,Mainly limited partnershipsGeneral Par
3、tnersCreate funds and raise capitalReceive feesManagement fees for managing the funds Typically about 2%Transaction fees when deals are doneMonitoring fees for monitoring management of firms owned by the fundsAlso receive a fraction of returns generated by the funds(usually 20%)Also invest in the fu
4、nds(about 1%of the investment),Private Equity and Buyouts,4,Private Equity Funds,Limited PartnersMajority investment is by pension fundsInsurance companies Wealthy individualsEndowmentsSupply capital to the funds,Private Equity and Buyouts,5,Private Equity Deals,The deals Acquisitions of firms which
5、 are held and managed by the fundsSome are public firms Some are already privateSome are divisions of public firmsHighly levered transactions(60%-90%debt)Usually held for a fixed periodExit(“harvest”)by IPO Exit(“harvest”)by sale to another companyFinancial buyersTrade buyers,Private Equity and Buyo
6、uts,6,Private Equity Firms2008 Fortune RankingBased on recently raised funds,CarlyleGeneral partnershipRecent(08)buyout funds raised$39 billion1000 employees,$81 billion under managementBlackstonePublicly tradedRecent buyout funds raised$34.5 billion1200 employees,7,Private Equity and Buyouts,Privat
7、e Equity FirmsFortune Rankingbased on recently raised funds,3.KKRFounded in 1976 since then 160 transactions;enterprise value$410 billionRecent buyout funds raised$27.3 billion4.BainRecent buyout funds raised$21 billionMore than$50 billion under management,8,Private Equity and Buyouts,Private Equity
8、 FirmsFortune Rankingbased on recently raised funds,5.Warburg PincusFounded in 1966Recent buyout funds raised$21billion6.Texas Pacific Group(TPG)Recent buyout funds raised$15.2 billion7.Advent InternationalRecent buyout funds raised$13.3 billion,9,Private Equity and Buyouts,Private Equity FirmsFortu
9、ne Rankingbased on recently raised funds,8.ApolloRecent buyout funds raised$12.5billion9.ProvidenceRecent buyout funds raised$12 billion10.First ReserveRecent buyout funds raised$12 billion11.Silverlake Recent buyout funds raised$10.4 billion,10,Private Equity and Buyouts,Private Equity FirmsFortune
10、 Rankingbased on recently raised funds,12.Thomas H.LeeRecent buyout funds raised$10.1billion13.Madison DearbornRecent buyout funds raised$10 billion14.Hellman&FriedmanRecent buyout funds raised$8.4 billion15.Cerberus Recent buyout funds raised$7.5 billion,11,Private Equity and Buyouts,Notes on LBOs
11、and Private Equity,12,LBOs in the 1980s,These transactions were prominent in the mid 1980s Market became significant in 1984The number of transactions grew in number and value until 1989Average LBO in 1981$39.4 million(Source for these and later numbers:Mergers,Acquisitions and Corporate Restructuri
12、ngs,by Gaughan)Average LBO in 1987$137.4 million,Notes on LBOs and Private Equity,13,1980s(contd),Peak year for value of transactions was 1988 Most transactions in 1989growth and decline tied to growth and decline of“Junk Bond”financing84-87:15,000 mergers and acquisitions worth$640 billionincluded
13、1,100 LBOs worth$120 billion,Notes on LBOs and Private Equity,14,1980s(contd),1987:LBOs accounted for 7%of M&A activity by number of transactions1987:21.3%of M&A activity by value of transactionsBiggest M&A deal,RJR,valued at$24.6 billion,was an LBO Many did involve management buyouts and resulted i
14、n the firm going private,Notes on LBOs and Private Equity,15,1990s,Completed deals(Institutional Investor,January,2000)1990:$12.2 billion,6.7%of M&As1998:$5.7 billion,.4%of M&As,Notes on LBOs and Private Equity,16,FromGaughan,Mergers,AcquisitionsAndCorporateRestructuring,3rd Edition,Wiley,2002,Notes
15、 on LBOs and Private Equity,17,Notes on LBOs and Private Equity,18,FromGaughan,Mergers,Acquisitions and Corporate Restructuring,3rd Edition,Wiley,2002,Notes on LBOs and Private Equity,19,Recent Years,October 3,05 Report of Thompson Financial2005 deals to date:Included SunGard$11.3 billion deal that
16、closed in August.Purchased by a consortium of Blackstone,KKR,Silver Lake and others Also included$8.8 billion buyout of Toys“R”Us by KKR,Bain Capital and Vornado RealtyIncluded another$3.8 deal and 10 others over$1 billion in third quarter of 05,Notes on LBOs and Private Equity,20,Recent Situation,O
17、ctober 3,05 Report of Thompson Financial2005 Buyout of GM”S Hertz unit for$15 billion Buyers are Clayton,Dubilier and Rice,The Carlyl Group and Merrill Lynch Global Private EquityAll sectors represented,Notes on LBOs and Private Equity,21,Recent large deals,Notes on LBOs and Private Equity,22,Recent
18、 large deals,Notes on LBOs and Private Equity,23,Recent large deals,Notes on LBOs and Private Equity,24,Economist 11/23/06,2,677 2005 deals valued at$326.5 Billion2006 to date$542 Billion in dealsReturn over 13%during the past twenty years,Notes on LBOs and Private Equity,25,Notes on LBOs and Privat
19、e Equity,26,Beefits f,From“The Benefits of Private Equity,2005 Update,”Center for International securities and DerivatviesMarkets,University of Massachusetts,Notes on LBOs and Private Equity,27,Target Industries“80s,Paper products TobaccoOil and GasPublishingRetailingBasic manufacturing,Notes on LBO
20、s and Private Equity,28,80s Targets,Often firms with assets that could be used to secure the debt LBOs more prominent in capital intensive manufacturing industries than in the services sector,Notes on LBOs and Private Equity,29,Recent Past,October 4,04 Report of Thompson FinancialBuyouts in all sect
21、orsHealthcare,satellites,chemicalsReturn to traditional safer targets rather than tech or telecomProminence of“club deals”,Notes on LBOs and Private Equity,30,Recent Past,September 16,2005 Report of Dow Jones Capital Markets Current Targets are large stable companies,Notes on LBOs and Private Equity
22、,31,80s Capital Structure,Equity/Assets between 5%and 20%in 80s;between 20%and 30%in 90sshort term debt:5-20%from commercial bankslong term and subordinated debt:40-80%from Life Insurance companies,some banks and LBO funds,Notes on LBOs and Private Equity,32,Recent Capital Structures,September 16,05
23、 Report of Dow Jones Capital Markets Equity component 26%in second quarter 05 was 37%3 years agoAsset backed debt:Hertz deal fleet will be used as collateral,Notes on LBOs and Private Equity,33,Recent Capital Structures(contd),October 4,04 Report of Thompson FinancialQuotes S&P debt to EBITDA multip
24、le of 4.5 As high as 8.8 in 80s 5.8 in 90s,Notes on LBOs and Private Equity,34,Why go private?,Costs of being publicly tradedSEC registration and cost of filingslarge for small firms;inconsequential for large firms estimated at$100,000 in 1976 study($285,000 in 1995 dollars),Notes on LBOs and Privat
25、e Equity,35,Why go private?(contd),Benefits of Going Private and of Concentrated OwnershipBetter Management managements and shareholders interests are more closely alignedmore informed shareholders:improved monitoring,Notes on LBOs and Private Equity,36,Why go private?(contd),Improved management inc
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