In late November 2017, Roark Capital Group (Roark) must decide on a last, best offer to purchase Buffalo Wild Wings (BWW) in a leveraged buyout (LBO) for $157 per share. That bid had followed a series of offers that began in August 2017, at $150 per share, after a protracted proxy fight by activist investor Marcato Capital (Marcato) ended with the resignation of BWW's longtime CEO, Sally Smith. Marcato had accumulated a sizeable stake in BWW and several board seats as part of the proxy contest and had been pushing BWW's board to seek a higher price. Roark must now decide if the returns to its investors merit the $157 per share offer. This case is meant to follow cases in which the topic of residual cash flows and LBOs have been introduced. We typically assign it after teaching an earlier case that introduces that material and how private equity (PE) sponsors typically evaluate LBOs, such as "DuPont Corporation: Sale of Performance Coatings" (UVA-F-1709) (DPC). DPC provides an opportunity to evaluate an LBO from a company's and sponsor's perspective, but the cash flows and debt structure are simplified to focus on the conceptual differences in how the parties might view the deal. BWW focuses on the sponsor's (Roark's) perspective and includes a richer set of operating synergies and a more complex debt structure. The debt structure features existing debt that must be refinanced and multiple tranches of debt. As such, the case introduces students to several types of debt that are commonly used to finance LBOs and their related terms. It also introduces students to the pros and cons of LBOs of franchise-model businesses, an area of strong PE investor interest. We also typically assign a technical note, "Valuing Late-Stage Companies and Leveraged Buyouts" (UVA-F-1846), to be read in conjunction with cases that cover LBOs. The note provides a basic overview of the primary sources of financing and the metrics used to gauge LBO capital structures and a step-by-step example
This case investigates the issues involved in a private equity (PE) firm's decision to invest in the debt of a distressed leveraged buyout. The analysis has been purposefully simplified to involve only two classes of outstanding debt, senior debt and junior debt, so that students do not need to have detailed knowledge of the bankruptcy process to complete the analysis. The main analytical task requires students to compute the expected internal rate of return for two debt-investment strategies. This case has been successfully taught in a second-year elective course covering entrepreneurial finance and PE, and in an undergraduate course on PE. The case is appropriate for use in classes on PE, debt restructuring, advanced corporate finance, or deal valuation.
This case investigates the issues involved in a private equity (PE) firm's decision to invest in the debt of a distressed leveraged buyout. The analysis has been purposefully simplified to involve only two classes of outstanding debt, senior debt and junior debt, so that students do not need to have detailed knowledge of the bankruptcy process to complete the analysis. The main analytical task requires students to compute the expected internal rate of return for two debt-investment strategies. This case has been successfully taught in a second-year elective course covering entrepreneurial finance and PE, and in an undergraduate course on PE. The case is appropriate for use in classes on PE, debt restructuring, advanced corporate finance, or deal valuation.
In January 2012, Ellen Kullman, CEO and chairman of DuPont, must decide whether to retain or sell the company's Performance Coatings (DPC) division. This is an introductory case on valuing a leveraged buyout. The case focuses on a publicly listed corporation's decision to divest a large division and asks students to compare the division's value if it remains under DuPont's control or is sold to an outside party. The transaction size of approximately $4 billion is too large for potential strategic buyers in the industry, making private equity (PE) firms the most likely bidders. The case provides a base-case adjusted present value (APV) model of DPC as a stand-alone company and gives students specific assignments to adjust it to reflect the division's potential value under PE ownership (e.g., EBITDA growth, multiple arbitrage, and increased leverage). The case is designed to illustrate and discuss the differences between a public company's valuation based on unlevered free cash flows and a PE sponsor's valuation based on residual (levered) cash flows. This case has been successfully taught in a second-year elective course covering entrepreneurial finance and private equity and in an advanced undergraduate course on corporate finance. It is appropriate for use in classes on private equity, advanced corporate finance, or deal valuation.
The Carlyle Group IPO case explores the circumstances leading up to the firm's IPO in May 2012. Over the past 25 years, Carlyle had grown from a fledgling private equity firm to one of the world's largest and most diversified investment firms. Carlyle had prepared extensively for the roadshow; management anticipated some tough questions. Students are asked to evaluate the extent to which Carlyle is undervalued relative to its peers. The case provides information on how to evaluate the earnings received by the public shareholders and outlines several alternative approaches to value PPEs.
The Nokia case provides an opportunity to explore financial policy in a situation of broad strategic change. In recent years, Nokia, the world's leading producer of mobile phones, had seen its market share and profits eroded by rival products such as Apple's iPhone and phones featuring Google's Android operating system. In February 2011, Stephen Elop, the recently appointed president and CEO of Nokia, announced a broad strategic plan and partnership with Microsoft to correct the company's course and improve its competitive position. Analysts regard the next two years as a period of great uncertainty for the company. The CFO of Nokia must reassess the firm's financial policy in light of the plan and consider its effects on the potential need for external funds, and the appropriate mix and cost of the debt or equity financing that might be used to raise those funds. Nokia, like many technology companies, often carried high cash balances to preserve financial flexibility, but in 2008 and 2009 in response to the global financial crisis it had drawn down cash to historically low levels and experienced several downgrades of its debt by major credit rating agencies. Students must evaluate the tradeoffs between maintaining cash reserves and the need for external funds and work through the implications of financing the projected need for external funds with debt or equity.
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.
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.
In August 2005, The Carlyle Group and its partners (Clayton, Dubilier & Rice, and Merrill Lynch Global Private Equity) must finalize the terms of a bid to purchase the Hertz Corporation. The Ford Motor Company had put Hertz, a wholly owned subsidiary, up for sale in April 2005, and in June 2005 Hertz entered a dual-track process, that would result in its sale or an initial public offering (IPO). The case provides detailed pro forma projections for the transaction that allow students to examine the synergies of the deal and estimate a value and bid for Hertz. Students must consider whether their bid provides an adequate return to the sponsors, can produce a higher value for Hertz than can an IPO, and can best the bid of a rival bidding group. The case is appropriate for use in courses on corporate finance, private equity, or deal valuation. Because of the rich range of issues that can be considered, the case also works well as a capstone case or in a case competition. For instructors wishing to provide students an overview of the role and practices of private equity, we recommend combining the Hertz LBO case with its companion case, "Investing in Sponsor-Backed IPOs: The Case of Hertz" (UV1409). The Hertz IPO was announced in July 2006, just seven months after the LBO was completed. The two cases cover a wide range of issues that arise over the course of entry and exit of private equity investments.