The U.S. and European Union LBO markets traditionally have functioned in very different ways. Because of sophisticated debt and equity markets, American financial buyers have pursued investment strategies based on financing structures with multiple layers of securities and arbitrages between private and public markets. The European LBO market, by contrast, long has been regarded as an area of promise land but too immature to be really interesting, as demonstrated by the preponderance of small size deals. However, according to the results of extensive research into trends, deal flows, and views of LBO professionals in both geographical areas, several developments have changed the picture. The U.S. LBO market has evolved from a deal business to an investment business with partnerships of business and financial professionals becoming increasingly critical. In Europe, much larger deals have been taking place as financial buyers and capital markets have become more experienced and sophisticated. Changes in the U.S. have been driven by an increased number of competitors, importance of auctions of subsidiaries and divisions by public companies, and the competition offered by strategic buyers. Together, they made the American LBO market more difficult. In the 1980s, capital and financial skills were the key success factors for private equity firms, especially in larger deals. But in the 1990s, a number of additional factors are needed to gain competitive advantage, including the capabilities to: escape the auction trap and create a flow of proprietary deals run the decision-making process at portfolio companies more effectively than competitors, add value through acting as a sounding board for the management of the investee companies and assisting actively in the definition of growth strategies. To gain a competitive edge successful PE firms have embraced investment strategies based on industry specialization and development of in-house top management expertise This has enabled them to better manage the investment risk and close deals of greater complexity.
Deal profile evolution: from standard LBOs to deep restructuring LBOs Companies offering both established Companies with strong development Companies needing extensive profitability and restructuring/cost prospects due to internal or external restructuring efforts and/or cutting opportunities growth (add on acquisitions) but with financial problems exposed to "growing pains" Examples of - Peabody Coal - Knoll - Lexmark transactions - Duracell - International Home Food - Gucci - Simmons - Bridge Information Systems - Pinnacle Foods Typical active LBO - Kelso & Company - Welsh, Carson, Anderson & Stowe - Clayton, Dubilier & Rice investors - Leonard Green & Partners - Willis Stein - Thomas H Lee - Lehman Brothers Merchant Banking - Hicks Muse Tate & Furst - Texas Pacific Group Difficulty to raise High debt capital based on projected cash flow generation High Changing nature Financial Risk of the investment risk (financial vs operating risk) Operating Risk Low Necessity to operate in depth changes to managent systems , strategies and operating policies Low
By contrast, PE firms that belong to investment banking groups have established competitive advantage through strategies that take advantage of the existing in-house resources. That would include financial and transaction execution know-how and the deal-flow generation synergies with investment banking affiliates. They have chosen to focus on highly complex deals in terms of execution and structuring while keeping a generalist investment approach in terms of targeted industries. While it is widely recognized that the targets management team is the key element in a successful investment, a common flaw in many turned sour deals is the bad assessment of the competitive situation and prospects of the industry in which the target company operates. As a result, industry specialization offers these advantages to PE investors: faster initial screening of an investment proposal; better understanding of the key issues of a deal resulting in more focused due diligence; easier assessment of the management team; greater credibility with the management team and the seller; better relationships with lending institutions that are more willing to support investors with track records in a specific industry, proving easier access to financing, less restrictive covenants and faster approval times, stronger ability to assist target management after the buyout and recruit additional talented professionals, quicker reactions to combat problems. Industry specialization also provides access to a flow of proprietary deals in the targeted field, such as Carlyle in the defense industry. Although it is always difficult to completely escape the auction trap, recognition as a leading investor in the industry can offer a preferential position in auctions and status as the preferred buyer in the sale of family owned companies, smaller companies, and businesses presenting unorthodox situations. Top executives at Welsh Carson Anderson & Stowe have pointed out that their reputation as the specialists in information technology and healthcare gives them preferred position in complex deals such as divestitures of corporate subsidiaries that mainly were captive suppliers to their parents. . The approaches towards industry specialization adopted by US LBO firms have so far widely differed. Alongside highly specialized firms such as First Reserve Corporation (exclusively oil industry), Silver Lake Partners (tech buyouts) or Welsh Carson Anderson & Stowe (IT, Tlc and healthcare), there are such firms as Warburg Pincus, Blackstone or KKR active in several different industries. Many general partners think that excessive specialization can be counterproductive, resulting in vulnerability to business cycles. Firms that over-invested in sectors of telecommunications offer sobering testimony to the downside risk. However, only the largest funds can afford multiple industry teams active on an international basis. LBO firms affiliated with investment banks tend to rely on the banks industry expertise. Overall, the medium-sized LBO funds seem to function better by focusing on and operating actively in a limited number of industries that enjoy positive long-term growth prospects, consolidation opportunities, and good profitability, and offer opportunities that may be off the screen of most investors. Investing in LBOs with high business risk, such as turnaround LBOs, has required PE firms to have top management skills in-house. If the target is a company with operating and competitive positioning problems, fast, in-depth changes in several areas, such as new organizational structures, production systems, R&D policies and distribution policies are necessary and their introduction leaves little room for mistakes. In leveraged build-ups, effective management of the integration process has assumed paramount importance for the generation of value. Enthusiasm over build- ups has cooled since many sponsors failed to integrate properly and suffered the penalties of negative synergies in many roll-ups of the 1990s. As a result, PE investors must assess the changes promoted by the management, provide advice based on experience gained in similar investments, understand the symptoms of possible problems, and stimulate appropriate corrective actions. Two alternative approaches have been adopted to develop in-house top management expertise. Partnerships with operators Many firms have forged alliances with successful business managers such as former CEOs and COOs who typically participate in investment partnerships or similar structures. Welsh Carson affiliates Information Partners and Healthcare Partners are example of these units. Besides sourcing deals and assisting in negotiations, the executives may take seats on the board of the portfolio company, handle consulting assignments, and, if necessary, take top management positions. I n-house executive corps The alternate approach is to create a team of general partners with experience in different areas, thus having financial GPs alongside operating GPs. Both financial and operating professionals work together on new deals. Leadership tends to be in the hands of the financial specialists in the deal structuring and negotiation phase, while the operating GPs take charge after buyout closes. The partnership approach seems to create fewer conflicts between the managerial side and the financial side, but requires the financial experts to have considerable understanding of managerial problems. The GP model has proven to be effective with investments in companies requiring turnarounds. But supporters of both models emphasize that day-to-day operations of portfolio companies must be left to the business managers. General managerial capabilities cannot substitute for industry expertise. Even PE firms with the strongest operating experience had serious problems when investing in sectors outside their traditionalarea of industry expertise. For example, one sponsor highly regarded for its turnaround skills, incurred great difficulty in buying a high tech company mainly it did not understand the complexity of the industry. As one of its partners explained: Even the most detailed due diligence does not allow you to fully grasp the reality of an industry where you have no previous experience. Alliances with corporate partners (JV LBOs) can provide valuable industry and top management know how but aligning the objectives of corporate partners and financial sponsors bent on maximizing value and exiting the investment in three to five years has proved not easy to get. Sophisticated legal agreements have not always helped mitigate the conflicts. Partnerships have been effective mainly when there was a clear mutual definition of deal objectives and there were long relationships of mutual trust between the corporate partner and the financial sponsor. The following LBOs are transactions in which specialization and operating expertise were instrumental to create successful investments Peabody Coal: how deal execution skills can create value In April 1998, Lehman Brothers Merchant Banking Group was approached by the firms M&A Group with an opportunity to acquire Peabody Coal as part of a larger transaction involving Texas Utilities and U.K-based Energy Group. Peabody Coal, a unit of Energy Group, looked like an ideal buyout candidate because it was the worlds largest private sector coal producer with sales in fiscal 1997 of $2.2 billion and EBIT-DA of $457 million. The industry faced a positive demand outlook and Peabody had guaranteed its revenues through long-term coal supply contracts. Peabody also had experienced managers with a proven record of improving profitability and successfully shifting production to low-sulfur coal. Non-core assets could be sold to recover some of the price and pay down debt. The transaction, however, appeared extremely difficult to execute. Energy Group was the target of several competing takeover bids, including one by Texas Utilities, which was advised by Lehman Brothers. TU did not want Peabody Coal because of time issues related to needed regulatory approvals in the U.S. Besides the very limited deal completion times, one key problem to overcome was that U.K. takeover rules require a level playing field for all the bidders and, as a result, due diligence on Peabody had to be restricted to a three-week period. Moreover TU insisted on limited recourse back to them in case of sale of the Peabody business to Lehman Brothers Merchant Banking. The merchant banking group expedited the examination by assembling a due diligence task force composed of lawyers, accountants, investment bankers experienced in the coal industry, actuaries to assess health liabilities, and engineers to analyze the feasibility of the mining plans and value of the coal reserves that were to be used as loan collateral. The fully financed condition posed by the U.K. takeover rules was met through a $900 million bridge financing, arranged by Lehman Brothers, which was never drawn on because debt financing was raised well within the compressed time schedule. Peabody was acquired for $2.5 billion in a deal financed by $480 million in equity; $900 million in high yield bonds, and $920 million in senior bank loans. Peabodys energy trading unit, Citizens Power, was recapitalized for $50 million so trading business could be run despite the high level of debt at the mother company. LBMB involvement in the post buyout life of Peadoby Coal was instrumental in creating greater focus on cash flow measures as performance control instruments rather than traditional measures such as EPS. In 2001, both Citizens Power and the Australian subsidiary were sold for a total of $680 million with the proceeds used to accelerate deleveraging of the company and later that year, Peabody was taken public. Based on the IPO price, Lehmans merchant banking unit had doubled the value of its investment. International Home Food: a valuable platform difficult to appreciate American Home Products Corp. decided in 1996 to sell its food subsidiary, American Home Foods, and concentrate on pharmaceuticals. The food business later was renamed International Home Foods. The varied product portfolio made IHF unappealing for a strategic buyer, while financial buyers were scared by 1995 decline in operating profits to $69 million from $159 million, although the drop resulted from the decision to stop year-end or channel stuffing, which dressed up results by excess shipments to customers. Indeed, sales and profits rose in 1996. Hicks Muse, Tate & Furst, with substantial food industry expertise, met with the sales force and clients and was able to determine the reasons behind the1995 slide and determine the potential of IHF. The company held important positions in food market niches and could be an effective platform for add-on acquisitions. Moreover there was room to improve operations and marketing policies. After obtaining an exclusivity arrangement, Hicks Muse spent about three months crafting a deal structure that maximized tax benefits for the seller and mapping an aggressive restructuring business plan. The firm acquired an 80% stake in January 1997 for $1.2 billion. Dean Metropoulos, Hicks Muses leading operating partner for the food industry, was installed as CEO. All members of the top management team received incentive stock options based on achievement of performance targets. Financing included equity capital of $264 million along with a senior bank loan of $670 million and high yield debt of $400 million. Over the following two years and a half, IHF completed 10 acquisitions, including tuna producer Bumble Bee with annual sales of $300 million. Dean Metropouloss role was essential in spearheading a combination of integration and a cost savings programs to achieve the projected synergies. ConAgra Inc. bought IHF in 2000 when sales reached $2.3 billion and Hicks Muse recorded an internal rate of return (IRR) on the investment of 45%.
Knoll: a PE investor as a cure for growing pains In fall 1995, Westinghouse Electric decided to sell its office system and business furniture manufacturing unit Knoll to help finance its acquisition of broadcaster CBS Inc. Although Knoll had sales for $621 million, manufacturing facilities in the U.S. and Italy, and prestigious brands, it was not performing well. Knoll was formed by the merger of four companies but the integration process did not go smoothly. A newly appointed CEO was implementing a drastic restructuring plan but the European subsidiaries had just barely reached break even. Both financial and trade buyers were worried about the final outcome of the restructuring plan. Warburg Pincus was an exception. It established good relationships with Knoll management, had experience in helping companies to grow, and had investments in business product and service companies, all of which helped expose Knolls hidden growth potential. Despite some problems including the lack of audited financial data for 1995 and possible environmental liabilities, Warburg Pincus went ahead with a $565 million acquisition. Financing included a senior term loan of $260 million, high yield debt of $165 million, and equity capital of $160 million, including $5 million from Knoll management. Warburg Pincus was an activist investor, participating in all major strategic decisions. It worked closely with the managementweekly meetings were held over the first two years after completionto develop the company, improve operational efficiency, exploit synergies with the other companies in the portfolio, and create a more cohesive culture focused on customers needs. With the help of new products and reorganization of the sales force, sale posted a 12% compounded annual growth rate over the next four years EBIT increased from $55 to $184 mln. The company was taken public ahead of schedule in early 1997 with Warburg Pincus showing an IRR in the 40-50% range.
Lexmark: a textbook restructuring LBO At the end of 1990 International Business Machines Corp. selected Clayton Dubilier & Rice (CDR) to buy its keyboards, typewriters, and printers division. The deal was highly risky and complex. The IBM division did not actually exist from a legal point of view, so audited financial data were not available. Its management was accustomed to the being part of a large company and producing outmoded but cash generating products such as typewriters. Moreover, Lexmark was facing tough competition in its core printers business form much larger competitors like Hewlett-Packard and Canon. Only trust between IBM and CDR allowed them to solve several critical technical issues from the definition of the assets, liabilities, patents, and personnel being transferred to the new company to the contracts that covered IT and administration services supplied by IBM headquarters and the supply of keyboards to IBM by the new firm. In the end, the deal required 70 different subcontracts. A critical element of the transaction was the choice for the newly named Lexmark of the new CEO who had to be an entrepreneurial spirit capable of managing a turnaround but well within IBM peculiar culture. IBM and CDR had to run several meetings and interviews to identify the candidates among existing IBM top officers. CDR had to prepare a highly detailed business plan defining key milestones for Lexmark and estimating future cash flows as well as investments needed to strengthen marketing and R&D. The acquisition of a majority interest was completed in March 1991 for $1.51 billion, including $470 million financed by equity capital. CDRs operating partners collaborated closely with Lexmark management to transform the firm and impressive achievements included: reorientation of R&D towards greater reactivity to market needs and reduction of the product development time from 30 to 15 months; outsourcing of non-strategic manufacturing activities; formation of development-driven organizational structure and control systems, worldwide restructuring of the sales force, including creation of a direct sales force that could target specific industries and establish the Lexmark brand. When the LBO was completed, Lexmark had only one model of laser printer, no networked laser printers, and no inkjet or color laser printers. By the IPO in November 1995, a dozen monochrome laser printers, eight network printers, one color, and six inkjet printers had been introduced. Revenues in 1999 reached $2.16 billion and EBIT- DA was $200 million.
The European LBO market: Big deals have arrived! The European market was dominated by deals involving small and middle size companies until the mid 1990s. The market turned because of: an increasing number of large PE funds (Cinven, CVC Capital Partners, BC Partners, Doughty Hanson, Morgan Grenfell, Industri Kapital); changes in the cultural attitude toward financial buyers and LBOs; development of a European high yield bond market; adoption, mainly in the U.K, of asset-backed securities to finance and refinance LBOs, greater focus by European public companies on value creation. These factors led to a rise in deals exceeding $500 million in key European countries. According to CMBOR, the Centre for MBO research of the Manchester Business School, all of the 20 deals with a value higher than $1 billion that closed in the 90s decade were completed after 1996, with 16 of them closed between 1999 and 2001. The development of the European market has been accompanied by the growing presence of U.S. LBO firms, which opened offices in London or on the continent.
Average European LBO size since 1991
Overall LBO transaction value was negatively affected in 2001 by the economic downturn, just like in the U.S., but several large size transactions were closed in that same year, especially in Continental Europe, due to the need of public companies with large debt loads to raise cash and to the decline in stock prices. Some of 2001 most remarkable LBOs were Yell (the former BT yellow pages subsidiary bought by Apax and Hicks Muse Tate & Furst for US$ 3.5 bln), Messer Griesheim (a German industrial gases 0 50 100 150 200 250 300 350 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 US$ mln 26 43 36 80 156 139 236 213 248 317 Source : Capital Data Loanware company sold by Aventis to Goldman Sachs and Allianz Capital Partners for US$ 2.5 bln) and Cognis (a Dutch chemical company bought by Goldman Sachs and Permira for US$ 2.2bln). Several other major LBO transactions have been closed in 2002.
Most significant European LBOs in the first seven nine of 2002 Target Deal Value (US$ mln) Industry Investors UK Pub Co 2866 retail trade eating and drinking places Cinven, Legal & General Ventures Southern Water 2928 electricity, gas and water distribution JV LBO: Vivendi Environment and a syndicate of financial investors Coral Eurobet 1345 gaming Charterhouse NCP 1195 car parks management Cinven Brake Brothers 819 food wholesale Clayton Dubilier & Rice Halfords 667 car and bike accessoriers retail sales CVC Capital Partners Kiwi-Fit Holdings 500 car repair and maintenance services CVC Capital Partners Priority Healthcare 419 healthcare services and facilities Doughty Hanson Germany Group of seven Siemens 1898 gas spring, heater meter manufacturing, KKR subsidiaries ceramics products, etc Haarmann & Reimer 1640 flavor and fragrance manufacturing EQT Viatris 360 pharmaceuticals Advent Atu Auto Group n.d. car part retail sales and auto repair Doughty Hanson France Legrand 4320 electrical equipment manufacturing KKR TDF 1824 broadcast services for radio and TV Charterhouse/CDC Equity Capital channels Elis Group 1510 hotel and restaurant linen and uniforms PAI (secondary buyout) manufacturing VUP - Vivendi professional 1152 healthcare and business publishing Cinven/Carlyle/Apax publishing operations Provimi 1056 animal nutrition CVC Capital Partners/PAI Italy Galbani 970 food manufacturing and distribution BC Partners Ferretti 647 luxury boats and yacht manufacturing Permira (Public to Private) Azimut 401 asset management Apax Other Countries Jefferson Smurfit 3552 paper and packaging manufacturing Madison Dearborn (Ireland) Iberdrola high tension 581 electricity distribution CVC Capital Partners electricity network (Spain) Swissport 340 airport ground handling business Candover (Switzerland) Source : Privateequity International, Acquisitions Monthly, CMBOR - Centre for Management Buyout Research
Except for the largest deals, auctions in Europe are still less competitive than in the U.S. despite the increasing number of active PE firms. European buyout funds specializing in large transactions historically have outperformed other types of venture capital and PE funds. The middle market, especially in Continental Europe, is rather opaque. It suffers in such countries as Germany from the lack of an extensive network of experience intermediaries and is dominated by informal auctions where personal connections heavily matter. European debt markets are becoming increasingly sophisticated, thanks to the introduction of the single euro currency. Recent deals introduced new types of securities for Europe such as zero coupon subordinated bonds, which were used in the LBO of Yell, and securities backed by branded whisky inventories. The growing popularity among investors of collateralized loan obligations (CLOs) is making B and C tranches of senior loans easier to raise. The presence of a wide number of international lenders, such as Royal Bank of Scotland (U.K.), Barclays Capital (U.K.), Bank of Scotland (UK), UBS (Switzerland), and Deutsche Bank (Germany), and strong regional players such as BNP Paribas (France), Intesa (Italy), ABN AMRO (Netherlands), West LB (Germany), results in greater competition for financing LBOs. Investors have shown considerable appetite for high yield bonds backing LBOs. In 2001, two deals, Yell and Messer Greisheim, raised more than $500 million each. Two unprecedented high yield jumbo issues are expected by the end of 2002 to finance acquisitions by American LBO firms They are 600 million Euros in the Kohlberg Kravis Roberts deal for French electrical equipment manufacturer Legrand and 700 million in the Madison Dearborn Partners deal for Ireland-based packaging and paper manufacturing firm Jefferson Smurfit PLC. The financial strength of the European mezzanine debt industry has increased over the last few years. New players such as Goldman Sachs have entered the market. Mezzanine debt providers have been able to underwrite substantial amount of capital in recent deals (i.e. US$ 160 mln for the LBO of the French frozen food manufacturer and retailer Picard Surgeles) and it is considered feasible at present to arrange debt syndicates to raise up to US$ 200-250 mln for a single LBO. Even if Continental Europe stock markets are not and will not be receptive in the short term to IPOs, they have become more efficient and liquid. Before the last two years crisis, they proved to be a viable exit especially for large LBOs (i.e. Ducati in Italy, Generale de Sante in France, Nutreco in the Netherlands, Geberit in Germany). All European countries show a ratio of LBO investments to GDP lower than that of the U.S. The U.K. market is undoubtedly the most developed in Europe, even if it is still far from being as mature as the U.S. In Continental Europe, Germany, France, and the Nordic Countries are considered to have the best development prospects. Germany so far has been partially disappointing despite the various LBOs closed on the subsidiaries of large public companies. Cultural barriers such as the lack of entrepreneurially oriented managers and the preference towards trade buyers have prevented the huge number of local family-owned medium-sized companies to generate a high flow of deals. The introduction of a new legislation about corporate capital gain taxes and the Basle rules about banks lending is expected to stimulate greater activity. Market practitioners are anyway skeptical about the short term effects. Italy and Spain saw some large deals in the past, but their fragmented industrial bases suggest that they will continue to be characterized by small and medium-sized deals. While English-based middle market LBO houses long have run Europe-wide networks of offices, several PE firms focusing on large deals have opened offices inn Continental Europe only recently, after realizing that it was increasingly difficult to manage their business exclusively from London. The need to monitor local investments and create a network of connections and the differences in tax and legal legislation support the use of local professionals to manage operations outside the U.K. It is likely that U.S. LBO firms with London offices will follow this model, as they expand their activity on the Continent. Only a few European PE firms, such as Apax, Permira, and Cinven, have embraced organizational structures and investment strategies based on industry specialization. The smaller size and lower level of competition in the European market have historically justified generalization. As the European market grows and becomes more integrated and crowded, it is very likely, say PE firms that have adopted a generalist approach so far, that there will be increasing specialization. Some European PE investors regard recruiting and training professionals with the right mix of industry know how and the financial discipline required for LBO investments as a key challenge for the next future. European LBO investors long have followed buy-and-build strategies. Examples are Advent Internationals use of French catering company Elior or CVCs use of Italian paper manufacturer Cartiere Del Garda as platforms. But the integration problems typical of cross-border acquisitions make the aggressive U.S. build-up approach difficult to implement in Europe. The major European PE investors have developed in-house expertise and resources (i.e. Permira, Alchemy and Terrafirma) to support complex turnarounds and have proved their capabilities in managing deep restructuring LBOs of large companies (such as Doughty Hanson with the English food manufacturer RHM). Compared to U.S. PE houses, many European firms lag still behind in terms of consolidated expertise in the use of deal structures with multiple layers of securities. Over the next few years, market practitioners expect to see, beyond a flow of major disposals by public companies focusing on the core business, substantial growth in the following categories of deals: Going private transactions. European stock markets tend to undervalue old economy small and medium sized companies. Once the current turmoil is over, most of these companies, including the ones IPOed in the mid and late 1990s frenzy, are ripe to be taken private and involved in consolidation strategies, Joint venture LBOs. These transactions will be aimed at carving out and restructuring non-core divisions of public companies, as with the Lexmark deal, or financing strategic acquisitions by family-owned or entrepreneurial companies to create European giants.
The U.S. and European LBO markets have become increasingly similar over the last five years in terms of the financial and business complexity of the deals. While leverage ratios were drastically different in the 1980s, they have now become substantially comparable. The convergence is going to increase. Despite the current economic uncertainties, the fragmentation of many European industries, the evolution of the legislation in favor of PE investments, and the increasing sophistication of financial markets underscore the further potential for LBO investments in Europe.
Acknowledgments This article would not have been possible without the cooperation and active support of : Russell Carson (Welsh Carson Anderson & Stowe), Charles Ames (Clayton Dubilier & Rice), Jeffrey Harris (Warburg Pincus), Lou Pellicano and Andrew Rosen (Hicks Muse Tate & Furst), Felix Herlihy (Lehman Brothers Merchant Banking), Giancarlo Aliberti (APAX Partners), Paolo Colonna (Permira), Stephen Marquardt (Doughty Hanson) and Neil Richardson (KKR). The author must be anyway regarded as the exclusive responsible for all the opinions and information described in the article.