Somewhere in here, someone like me makes a 50 page spreadsheet that "models" the company based on the financial information I have or am able to find. "Models." That is, predicts the revenues, costs and profitability the firm will experience in the years to come. Usually as many as 5-7 years to come. Of course, this is a bit silly since if I could predict the performance of a company in the 5-7 years to come I'd just make millions in technical analysis by analyzing publicly held firms. Still, we have to start somewhere. We have to be able to impose our will in an educated way on the company.
Modeling is an art and a science. A good model allows you to quickly answer questions like: "Will we be able to reduce 10% of the General and Administrative costs starting in year 2 by eliminating that Florida office and moving the people to Bufu, Indiana?" "What if interest rates shoot up 3% in year 4? Will the company melt down?" Or "What happens if Hillary Clinton wins in 2008 and the economy tanks to the tune of 15% and takes our revenues along with it?" "How much will the debt each year cost?" "How many licks does it take to get to the tootsie roll center of a tootsie pop?"
With a model the most attention goes to something called "EBITDA." "Earnings Before Interest Taxes Depreciation and Amortization." This is really a complex way of saying "profits." We ignore taxes, interest, depreciation and amortization because we want to see what the "earnings potential" of the firm is independent of these factors, all of which are in turn dependent on the structure of the firms capital and operations, which we may well change. In other words, "all structural factors being equal, how much does this firm make compared to other firms with different capital structures, more or less debt and more or less machinery?" EBITDA, for all its faults, is the lifeblood of the model and arguments over $500,000 in EBITDA can ruin a deal or reduce the amount of debt you can put in to the point where you lose an auction.
Based on the model we come up with a basic idea of what we think the company is worth by predicting its "free cash flow" (calculated from EBITDA) and using a "discounted cash flow" or "comparables" model to come up with a value range for the company.
Of course, since we are an LBO shop, eventually we have to find the "L" in LBO. The debt. That means talking to leveraged finance desks. That means schmoozing the leveraged finance desks of a few (or many) firms in order to win their trust and (in theory) improve the interest rates you get on debt since the risk of us screwing them is lower. I highly recommend martinis as a means to reduce "reputation risk" in this way. Three martinis, ($60.00) can buy you 0.05% in interest which, over 7 years, is more than $1,750,000 in interest on a $500 million dollar deal. I don't have any figures yet on what sleeping with the debt people will get you.
"L" also means, nowadays, talking to hedge funds, which are trying actively to muscle in on the leveraged finance groups in investment banks. Dealing with the "debt guys" and occasionally "debt gals" was a job that increasingly fell to me, invariably entailing a number of "after-work" outings in Manhattan with free-flowing vodka as a central attraction.
Having fought over how much debt was a good idea (since it means less money out of our pocket, we want more, bankers and hedge funds want less) we then fight over the interest rates.
Then we fight over prepayment penalties (what we get charged if we pay it off early, which we want to do any time we can since we are probably paying interest rates near 13-15% on some of the debt and the faster we get rid of it the more money we make).
Then we fight over "covenants" (what conditions can trigger nasty letters and eventually lawsuits from our lender, like missing payments, falling short of revenue targets, selling all the furniture in the building on eBay over a quiet weekend, etc).
When all that is done we get a term sheet. Then, if we are feeling ornery, we quietly go to another bank and ask them to beat the terms we just hammered out with the first bank. I know. We are big ole' meanies. Hey, you drive around looking for a few cents off on a gallon of gas, right?
Having figured out what we think our debt will cost and how much of it we can get, we then fill the rest of our proposed purchase price with "equity." In our context equity is short for: "Armin, you need to write a big fucking check. Now." Debt to Equity usually looks like around 2.5:1 to 4:1 (rarely) today. (It was nearly 14:1 in 1987). The higher this ratio is, the more money the buyout fund (us) makes. So on a $500 million dollar deal we might have to kick in a check for $150 million and borrow $350 million. Our first quarterly interest payment might be as high as $9,500,000. That's before we even touch the principal, which we are probably mandated to do each quarter.
The sum of our debt and equity (usually we calculate this back according to what we think the company can actually pay in quarterly debt and principal or the "debt service") becomes our bid for the company. As you will quickly see, if there is an auction, success usually goes to the party who can put the most leverage on the deal. Of course, like a submarine you only get to see how deeply into debt you can go once. Miss a few payments (or one if the lender is nervous enough) and it is good night. Your $150 million check is gone and the company is in the hands of the lender. Picking the right debt levels is a delicate balancing act between fear of losing the auction and fear of the lender foreclosing.
All through this process we query the company. We ask for assurances that the revenue figures are correct. We ask how much customer concentration there is. (Would the bankruptcy of a single customer destroy 15% of revenue? What if Hillary Clinton got into office the month after that happened? Ouch). We ask about lawsuits. We ask for the color of the CEOs underwear. Boxers or briefs? We want to know everything and we are convinced all along that management is lying through their tightly clenched teeth to us, seeking to keep the nasty stuff hidden and pump the good stuff up to great stuff. As to this assumption, usually, we are right.
Finally, the day comes and we submit our "bid." A long agonizing process of review begins by the selling firm until they either announce a winner or try to convince us that "you are very close, but we'd like everyone to sharpen their pencils a bit more" and we squeeze what is probably now a mildly imprudent amount of additional debt and equity into the transaction.
Then we agonize again and then, maybe, a winner is announced. God forbid we actually win because then we have to go into "exclusive due diligence," where we descend on the place like as many paratroopers and REALLY go through the books. We look under every rug until we are satisfied everything is (near as we can tell) as it appears and then we work towards the closing. The day of the closing we spray champagne around but then reality sinks in. Now we have to run the damn thing. Now all the little things we missed crawl out of the woodwork to haunt us.
Then we have to make that merciless quarterly debt payment every quarter. Not a penny short. It is like being on an episode of the Sopranos. If you have to dip into the college fund, you dip. Sell the factory? Done. Fire 25% of the workforce? Bye!
That, with a dozen shortcuts and skipped explanations is a transaction. Let me tell you: In practice, it is much less straightforward. The soap-operaesque, insane drama that unfolds in one way or another in every transaction is pure madness. And the reason I will never want to do anything else for a single day of my life. I think.