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Article
Publication date: 22 May 2009

Michael R. Braun and Scott F. Latham

This study aims to examine the governance structure of the firm undergoing a complete buyout cycle (reverse leveraged buyout). Its purpose is to empirically explore the…

Abstract

Purpose

This study aims to examine the governance structure of the firm undergoing a complete buyout cycle (reverse leveraged buyout). Its purpose is to empirically explore the evolution of corporate board structures as a unique source of value creation, in addition to the agency mechanisms of the discipline of debt and incentives of equity participation.

Design/methodology/approach

The authors rely on agency theory and the resource dependence perspective to develop sets of hypotheses that examine changes in the board composition of 65 R‐LBOs and 65 matched continuing firms spanning a 25‐year period (1979‐2004).

Findings

The empirical results reveal numerous insights about why R‐LBOs go private, to what extent boards restructure during the buyout phase, and how those changes relate to firm performance. Taken together, the findings give strong credence to the argument that boards represent a supplemental source of value creation in the buyout process.

Research limitations/implications

For scholars, the study presents a platform for further inquiry into the role of boards of directors in R‐LBOs as well as the inclusion of resource dependence theory to inform on the phenomenon.

Practical implications

The study helps to address this new source of value creation for practical interest. It offers a benchmark for buyout firms to compare their board characteristics by establishing linkages between pre‐buyout deficiencies, post‐buyout modifications, and post‐SIPO performance.

Originality/value

The results shift scholarly attention away from the structural governance tools to the group dynamics of the board. The findings call into question the restricted attention given by buyout researchers to leverage and ownership as value drivers by prompting a closer evaluation of the relationship between buyout board structures and related structuring of debt and managerial equity participation. Furthermore, the inclusion of the resource‐dependency perspective alongside agency theory as an explanatory theory allows for a richer account of the LBO phenomenon and its sources of value creation.

Details

Management Decision, vol. 47 no. 5
Type: Research Article
ISSN: 0025-1747

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Article
Publication date: 10 November 2014

Ann-Kristin Achleitner, Christian Figge and Eva Lutz

The purpose of this paper is to identify specific drivers of value creation in secondary buyouts. While this type of private equity deal has risen in importance in recent…

Abstract

Purpose

The purpose of this paper is to identify specific drivers of value creation in secondary buyouts. While this type of private equity deal has risen in importance in recent years, it is not yet well understood. Through an in-depth analysis of the acquisition of Brenntag by BC Partners, we develop propositions on the value creation profile of secondary buyouts.

Design/methodology/approach

We use a single case study design to explore the information-rich context of a secondary buyout. The Brenntag case epitomizes the development of a company from forming part of a large conglomerate to being private-equity owned after the primary and secondary buyout, to its final disposition of public listing. Our analysis is based on ten semi-structured interviews with key protagonists and observers, as well as analysis of primary company data and additional secondary data sources.

Findings

We propose that even if the investment management and monitoring skills of the primary and secondary private equity group are similar, there is still potential to realize operational improvements in a secondary buyout, due to either early exit of the primary private equity group or measures that further enhance management incentives. In addition, the Brenntag case shows that low information asymmetries can lead to higher leverage and that opportunities for multiple expansions are limited in secondary buyouts.

Originality/value

While a secondary buyout has become a common exit route in recent years, we are the first to undertake an in-depth case analysis of a secondary buyout. Our study helps researchers and practitioners enhance their understanding of drivers behind the value creation profile of secondary buyouts.

Details

Qualitative Research in Financial Markets, vol. 6 no. 3
Type: Research Article
ISSN: 1755-4179

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Book part
Publication date: 14 July 2015

Kamal Ghosh Ray and Sangita Ghosh Ray

Management buyout (MBO) is a specialized form of acquisition with different motives. Sometimes, there are initiatives taken by the senior management to bailout the firm…

Abstract

Management buyout (MBO) is a specialized form of acquisition with different motives. Sometimes, there are initiatives taken by the senior management to bailout the firm from sickness. The predominant agency theory focuses only on the governance issues in the MBO firms and this theory can be applied to understand how managerial discretion can play vital roles in mitigating value destruction in the post-MBO firm. A CEO-led MBO is presumed to be greed-driven (Bebchuk, L., Cremers, M., & Peyer, U. (2011). The CEO pay slice. Journal of Financial Economics, 102, 199–221.). But a senior management team-led MBO is said to be a socialistic move. By default, MBOs are debt-driven, unless the buying management team is financially affluent, which may be rare, considering the price for the buyout. Private equity (PE) players play a dominant role in providing and or arranging funds in the form of equity and or debt. There is a notion that the PE investors help promote entrepreneurial and modern management practices. The MBO target firm has to ensure returning the entire money back to the sponsors within the shortest possible time out of the operational cash flow. Therefore, various issues like identifying a target firm, sourcing mix of finance, MBO price determination, value creation and value delivery to all stakeholders are all important for understanding the subject. This chapter attempts to construct a robust model for structuring MBO to ensure value fairness to all parties involved in the transaction.

Details

Advances in Mergers and Acquisitions
Type: Book
ISBN: 978-1-78560-090-6

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Abstract

Details

Education Policy as a Roadmap for Achieving the Sustainable Development Goals
Type: Book
ISBN: 978-1-83909-298-5

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Article
Publication date: 11 June 2020

Mark Heil

This paper reviews economic studies on the effects of various aspects of finance on labour market outcomes.

Abstract

Purpose

This paper reviews economic studies on the effects of various aspects of finance on labour market outcomes.

Design/methodology/approach

The paper is a systematic literature review that reviews the weight of the evidence on the relationships between specific elements of finance and labour outcomes. The review is divided into three major sections: (1) job quantity and job quality; (2) distributional effects; and (3) resilience and adaptability.

Findings

Finance interacts with labour market institutions to jointly determine labour outcomes. Firm financial structures influence their labour practices – highly leveraged firms show greater employment volatility during cyclical fluctuations, and leverage strengthens firm bargaining power in labour negotiations. Bank deregulation has mixed impacts on labour depending upon the state of prior bank regulations and labour markets. Leveraged buyouts tend to dampen acquired-firm job growth as they pursue labour productivity gains. The shareholder value movement may contribute to short-termism among corporate managers, which can divert funds away from firm capital accumulation toward financial markets, and crowd out productive investment. Declining wage shares of national income in most OECD countries since 1990 may be driven in part by financial globalisation. The financial sector contributes to rising income concentration near the top of the distribution in developed countries. The availability of finance is associated with increased reallocation of labour, which may either enhance or impede productivity growth. Finally, rising interest rate environments and homeowners with mortgage balances that exceed their home's value may reduce labour mobility rates.

Originality/value

This review contributes to the understanding of the effects of finance on labour by reviewing and synthesising a large volume of literature.

Details

Journal of Economic Studies, vol. 47 no. 6
Type: Research Article
ISSN: 0144-3585

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Article
Publication date: 9 March 2015

Aurélie Sannajust, Mohamed Arouri and Alain Chevalier

The purpose of this paper is to extend the research on private equity by studying the drivers of leveraged buyout (LBO) operating performance in Latin America. The authors…

Abstract

Purpose

The purpose of this paper is to extend the research on private equity by studying the drivers of leveraged buyout (LBO) operating performance in Latin America. The authors consider a large set of candidate drivers (financial, governance, macroeconomic and industry variables) and study their effects on performance over short- and long-terms.

Design/methodology/approach

To conduct this study, the authors used Capital IQ as a database as well as a hand-collected data set covering LBO in Latin America from 2000 to 2008.

Findings

The empirical results show that macroeconomic variables have an important impact on LBO value creation. Governance variables show also that LBO transactions reduce information asymmetries between existing and new management teams. Consequently, a concentrated shareholder structure has a better impact on performance than diluted stockholders. Financial variables present significant effects after the delisting.

Research limitations/implications

The characteristics of the debts included in the balance sheets (maturity for example) are not available in the authors' data basis. A test including this information could bring other elements of explanation. The measure of cumulative abnormal returns around going-private announcements and their impacts on shareholder’s value could also be of interest. This last study has been published for the UK (Wright et al., 2006). Further research should introduce other continents and particularly Asia in the analysis but also comparisons between the Brazil–Russia–India–China–South Africa (BRICS) countries.

Originality/value

This study makes five main contributions. First, the authors construct an LBO sample with emerging markets and specially Latin America. It is the first time that an academic article has been realized. Data are very difficult to obtain to do empirical tests. Latin America is a part of emerging markets, which is an interesting study subject due to their attractiveness in terms of growth of private equity funds. Second, to understand clearly how LBOs create value, the authors construct a sample control to highlight the key factors. Criteria of size, sector of activity and Standard Industrial Classification (SIC) codes were strictly enforced. Third, the authors do not focus on the moment where the transaction is realized like many studies but before and after the delisting. Indeed, they observed, on the one hand, the operating performance between year −1 and year +1 and, on the other hand, the operating performance between year −1 and year +3. Generally, only the market reaction around the acquisition announcement is examined. Post-performance is not considered due to lack of data. Fourth, the authors take into account the macroeconomic effects on performance of LBOs. It is the first examination of the impact of macroeconomic factors on performance of LBOs in Latin America. And fifth, they analyze the impact of going-private decisions on employees.

Details

European Business Review, vol. 27 no. 2
Type: Research Article
ISSN: 0955-534X

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Book part
Publication date: 1 October 2015

William R. McCumber

This paper investigates the capital structure of a large sample of U.S. private firms from 2004 to 2013. There is a considerable heterogeneity in private firm capital…

Abstract

This paper investigates the capital structure of a large sample of U.S. private firms from 2004 to 2013. There is a considerable heterogeneity in private firm capital structure not only in terms of the level of leverage but also with regard to the issuance of specific debt instruments. Leverage, debt type usage, and debt specialization are dynamic and strongly related to observable firm characteristics largely in support of contract theory. Unobservable firm and industry characteristics are strong determinants of leverage levels and debt specialization. Macro credit conditions are not related to private firm leverage but are strong determinants of the degree to which firms diversify their debt capital structures.

Details

International Corporate Governance
Type: Book
ISBN: 978-1-78560-355-6

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Case study
Publication date: 20 January 2017

Susan Chaplinsky, Felicia C. Marston and Michael Pozzi

This case and its companion, UVA-F-1560, were awarded the 2012 Wachovia Award for Excellence in Teaching Materials - Innovative Case. In November 2006, Alec Berg, a…

Abstract

This case and its companion, UVA-F-1560, were awarded the 2012 Wachovia Award for Excellence in Teaching Materials - Innovative Case. In November 2006, Alec Berg, a successful hedge fund manager, must decide whether to invest in the initial public offering (IPO) of the Hertz Corporation. The IPO followed a leveraged buyout (LBO) of Hertz that was completed in December 2005 by three prominent private equity firms that had combined to purchase Hertz from the Ford Motor Company for $14.9 billion. The LBO sponsors had borrowed an additional $1 billion on top of the buyout financing to pay themselves a special dividend in June 2006. This loan would be repaid with the IPO proceeds and any remaining proceeds from the IPO would go to the sponsors. The IPO generated widespread criticism with respect to the speed with which the IPO was conducted and the payment of special dividends. In the face of this criticism, the demand for the Hertz IPO weakened, and the offer price was reduced from the initial file price range of $16–$18 to just $15. Berg must assess whether at $15 per share, Hertz offers an attractive investment for this fund. The case provides the necessary information for students to analyze the sponsors' returns on their investment in Hertz and the attractiveness of the $15 offer price to public shareholders. The case also offers an opportunity for students to discuss the controversy surrounding the payment of special dividends and the claim that private equity sponsors invest with a long-term perspective that creates value for the company.

Details

Darden Business Publishing Cases, vol. no.
Type: Case Study
ISSN: 2474-7890
Published by: University of Virginia Darden School Foundation

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Article
Publication date: 1 April 1996

M. Mark Walker

Increases in stockholder wealth around leveraged recapitalization (recap) announcements are related more to reductions in the firm's financial slack than improvements in…

Abstract

Increases in stockholder wealth around leveraged recapitalization (recap) announcements are related more to reductions in the firm's financial slack than improvements in operating efficiency. Moreover, while recaps significantly reduce the firm's workforce and asset base, they do not improve operating profitability. These results support the argument (often espoused by non‐finance writers) that the market for corporate control is inefficient and, in many cases, outright destructive. Alternative systems of corporate governance should be explored.

Details

Managerial Finance, vol. 22 no. 4
Type: Research Article
ISSN: 0307-4358

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Article
Publication date: 14 June 2013

Michael Kend and Dean Katselas

The purpose of this exploratory study is to gain a better understanding of the motivations behind private equity (PE) activities in Australia.

Abstract

Purpose

The purpose of this exploratory study is to gain a better understanding of the motivations behind private equity (PE) activities in Australia.

Design/methodology/approach

This paper reports findings arising from face‐to‐face semi‐structured interviews with individuals representing stakeholders in the market for private equity; namely, PE partners and finance professionals. Interviews were conducted in two stages, during the pre‐Global Financial Crisis (GFC) period (2007‐2008) and the post‐GFC period (2012).

Findings

In general, the stakeholders interviewed perceive that the motivations behind PE bids are not well understood, and they highlight the need for more education. They state that PE enables a company's management to make decisions more promptly; capture opportunities more effectively; reduce paperwork for executives; provide no accountability to a broad investor base; and most importantly create value for a business, as the ownership is more closely involved with the management in the day‐to‐day operations of the business. According to the interviewees, since the GFC, PE firm reputation and track record are considered to be even more crucial than before the GFC, as debt providers in particular have become more wary when lending.

Originality/value

The findings have implications for the agency relationship model. The principals' role might appear to be more tightly aligned with that of the agent, and so are their motivations, thus reducing monitoring costs, but post‐GFC interview responses indicate that this might not necessarily be the case. Concerns over empire building and gains through transaction costs were raised. The paper concludes by drawing from the insights gained by the authors from the interview data. Although it is only a small part of the economy's Gross Domestic Product, PE activity has helped Australia become a more competitive business economy.

Details

Qualitative Research in Accounting & Management, vol. 10 no. 2
Type: Research Article
ISSN: 1176-6093

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