For Private-Equity Buyers Now, the Party Is BYOD
In a world of uncertain credit, private-equity deals are still getting done, but increasingly the prize isn’t going to firms with the highest offer. Rather fortune is favoring those who can get the deal to the finish line (or at least can show that they can).
Often that means buyers who bring their own debt to the negotiating table, instead of turning to outside lenders.
Executives at such firms as Carlyle Group, TPG Capital and Silver Lake Partners all say they have had to spend extra time recently lining up debt before heading to the bargaining table. That means “five to six extra calls” to the firm’s limited partners–or investors in its funds-–to persuade them to chip in some debt to a deal, TPG Partner Michael MacDougall told a recent conference in New York.
Such a tactic helps buyers lock in financing terms that are more certain than if they were to go to banks, says Glenn Youngkin, a Carlyle managing director. Banks that agree to help finance a deal but that haven’t already sold the debt can only offer a range of rates for a deal. They can’t be sure what the final terms will be until the debt is actually syndicated to investors.
PE executives say the limited partners–assuming they have done their homework–aren’t fazed by the prospects of having double exposure to the same deal: namely, equity exposure through investment in the buyout funds, and debt exposure to the leverage part of the deal. That is because the equity and debt components are contributed by different arms of such institutions as pension funds and insurance companies and have different risk appetites. They also are subject to different due diligence procedures.
To be sure, big buyout firms have used this tactic for some time, turning to their limited partners for co-investment in either equity or debt portion of deals. Of late, however, there are signs such moves are moving down the market and being adopted by smaller firms.
Take Fox Factory, a maker of shock absorbers for bikes and off-road vehicles like snowmobiles. Earlier talks to sell the company faltered after one private-equity shop backed out when the credit market seized up. Compass Diversified Trust, a publicly traded buyout firm, stepped up to the plate and offered a whole package of equity and debt. The result? Compass got the deal, buying a 76% stake in Fox Factory for $85 million. “We liked that because the debt was what blew up the previous deal,” said Fox. “It felt really good that this was under control by Compass and not some third-party bank.”
Firms like Compass that can provide their own debt to deals have a leg up in auctions. The certainty of closing is sometimes more important than the price to sellers, who have grown wary about the choppy credit markets and broken deals.
It therefore isn’t incidental that many winning bidders in small deals are so-called business development companies, or publicly traded mezzanine shops. By their nature, BDCs can invest up and down companies’ capital structure, something that conventional buyout firms don’t do.
Business development company American Capital Strategies, for instance, counted its ability to finance the entire purchase of vacuum cleaner distributor Rug Doctor in November as the primary reason for its winning the deal, at a time when the credit crunch was in full force. “We feel like we’re playing with a loaded deck,” said Brian Graff, a regional managing director with American Capital Strategies.
–With Daniel Hausmann and Paul Ziobro.
Bring your own buying strategy - the time for buying distressed debt is NOW.
We want to others who share our enthusiasm for this contrarian strategy. wzweifler@zweifler.com
I agree now is the time to selectively buy distressed debt
The key to distressed debt investing is that the capital you manage is locked up for a minimum of 2+ years, lest you deal with massive redemptions from investors who get skittish due to short term mark-to-market. Distressed bonds and bank loan prices will undoubtedly be volatile, but as long as you pick the right credits in otherwise battered industries (e.g., retail, consumer products, financials), you will eventually be rewarded handsomely, even if you’re a little early. Let’s face it … no one can accurately predict the absolute bottom of the market. Patience is imperative.

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