MBO Financing Risks And Managers\u27 Use Of Anti-Takeover Measures

In a management buyout (MBO) offer, managers have an incentive to offer stockholders a price low enough to compensate them for the risks of increasing their equity ownership in a highly leveraged buyout firm. As these risks increase, managers are more likely to combine their offer with an anti-takeover measure. These measures do not protect a low offer, but do result in a higher takeover price when managers are unwilling to match a competitive offer. Such measures, then, benefit shareholders

Students with Disabilities in Dutch VET: An Exploratory Study

[Excerpt] The inclusion of persons with disabilities in general programmes of vocational training has been called for by the ILO in international labour standards over many years, including standards relating to Human Resources Development and disability-related standards. This call is taken up strongly in the UN Convention on the Rights of Persons with Disabilities which calls on States Parties to take appropriate steps to enable persons with disabilities to have effective access to general tertiary education, vocational and life-long learning without discrimination and on an equal basis with others, and to ensure that reasonable accommodation is provided to that effect. While many countries have expressed commitment to this vision of inclusive vocational training, progress has been limited, even in countries which have adopted policies to promote, and there has been limited analysis of the factors hindering the effective implementation of such policies. It was thus appropriate for the ILO to undertake this exploratory study, to seek to pinpoint elements of policy and practice that might need to be addressed, if these policies on inclusion are to make a difference to persons with disabilities seeking to develop their skills with a view to obtaining decent jobs. The issues identified in this study will hopefully contribute to the wider policy debate, particularly on the matter of instructor preparation for disability inclusion and on the impact of funding arrangements. It will also hopefully stimulate further research to establish whether the patterns identified here are general patterns to be found and tackled elsewhere

Public-to-Private Transactions: LBOs, MBOs, MBIs and IBOs

This paper shows that a vibrant and economically important public-to-private market has reemerged in the US, UK and Continental Europe, since the second half of the 1990s.The paper shows recent trends and investigates the motives for public-to-private and LBO transactions.The reasons for the potential sources of shareholder wealth effects during the transaction period are examined: a distinction is made between tax benefits, incentive realignment, transaction costs savings, stakeholder expropriation, takeover defenses and corporate undervaluation.The paper also attempts to relate these value drivers to the post-transaction value and to the duration of the private status.Finally, the paper draws some conclusions about whether or not public-to-private transactions are useful devices for corporate restructuring.management buyouts;public-to-private transactions;going-private deals;leveraged buyouts;management buyins

Private equity returns and disclosure around the world

We study the returns the venture capital and private equity investment from 221 venture capital and private equity funds that are part of 72 venture capital and private equity firms, 5040 entrepreneurial firms (3826 venture capital and 1214 private equity), and spanning 32 years (1971 - 2003) and 39 countries from North and South America, Europe and Asia. We make use of four main categories of variables to proxy for value-added activities and risks that explain venture capital and private equity returns: market and legal environment, VC characteristics, entrepreneurial firm characteristics, and the characteristics and structure of the investment. We show Heckman sample selection issues in regards to both unrealized and partially realized investments are important to consider for analysing the determinants of realized returns. We further compare the actual unrealized returns, as reported to investment managers, to the predicted unrealized returns based on the estimates of realized returns from the sample selection models. We show there exists significant systematic biases in the reporting of unrealized investments to institutional investors depending on the level of the earnings aggressiveness and disclosure indices in a country, as well as proxies for the degree of information asymmetry between investment managers and venture capital and private equity fund managers. Klassifikation: G24, G28, G31, G32, G3

MBOs performance of state owned enterprises: the case of China

By reviewing and analyzing the MBO cases of 66 Chinese listed companies in the last ten years, this study draws the MBO map of Chinese enterprises and finds that the main problems in the MBOs of Chinese enterprises are the unreasonable pricing of MBOs and the lack of incentive mechanisms at the management level. In this study, 19 state-owned enterprises that are listed companies were selected as samples and the corresponding industry pairing enterprises were also selected. 2793 sample firm financial data items of 19 firms were obtained by calculating 21 financial performance indicators 7 years before and after acquisition. The financial performance indicators of this study were analyzed through DuPont financial analysis, analysis of cash flow index, analysis of scale index, analysis of investment index and change of financial performance. The financial data was analyzed through regression analysis. The analysis found that the MBOs of Chinese state-owned enterprises were better developed than the industry in terms of profitability, operational ability, debt paying ability, cash flow and asset scale. In terms of cash flow, the growth rate of net cash flow after MBO improved. In terms of asset size, the company’s annual asset growth rate was positive after deducting industry factors before and after MBO. This indicates that the scale of assets of the sample enterprises was increasing when compared with the industry. However, the regression analysis, after controlling the sample selection bias and factors such as the company's asset management, showed that the financial indicators of the company have not significantly improved after the MBO, suggesting that the MBOs of state-owned enterprises in China exhibited a relatively low efficiency.Através da revisão e da análise de casos de aquisição pelos quadros (MBO) de 66 empresas chinesas cotadas na última década, este estudo utiliza o mapa MBO de empresas chinesas, tendo encontrado que os principais problemas destes MBO são os seus preços injustificados e a falta de mecanismos de incentivo ao nível da administração. Neste estudo, 19 empresas públicas e cotadas foram escolhidas para amostra, e emparelhadas com empresas correspondentes do mesmo ramo. 2973 dados financeiros das 19 empresas da amostra foram obtidos através do cálculo de 21 indicadores de desempenho financeiro, a intervalos de 7 anos anteriores e posteriores às respetivas aquisições. Os indicadores de desempenho financeiro deste estudo foram analisados com análise financeira DuPont, análise do índice de fluxo de caixa, análise do índice de escala, análise do índice de investimento e alterações no desempenho financeiro. Os dados financeiros são analisados posteriormente com base numa análise de regressão. Concluiu-se que as MBO de empresas públicas chinesas estão mais desenvolvidas que as suas respetivas indústrias em termos de lucro, capacidade operacional, pagamento de dívidas, fluxos de caixa e escala dos ativos. No que toca ao fluxo de caixa, o índice de crescimento do fluxo de caixa líquido pós-MBO melhorou. Em termos do volume de ativos, o índice de crescimento anual das empresas é positivo após a dedução de fatores da indústria pré- e pós-MBO. Isto indica que a escala dos ativos das empresas-amostra aumenta comparativamente à sua respetiva indústria. No entanto, a análise de regressão indica que, após o controlo da polarização de seleção na amostra, assim como de fatores como a gestão dos ativos da empresa, os indicadores financeiros da empresa não melhoraram de forma significativa após o MBO, sugerindo que os MBO de empresas públicas chinesas tendem a ser pouco eficazes

How Costly is Financial (not Economic) Distress? Evidence from Highly Leveraged Transactions that Became Distressed

This paper studies thirty-one highly leveraged transactions (HLTs) of the 1980s that subsequently became financially distressed. At the time of distress, all sample firms have operating margins that are positive and in the majority of cases greater than the median for the industry. Therefore, we consider these firms financially distressed, not economically distressed. The net effect of the HLT and financial distress is a slight increase in value -- from pre-transaction to distress resolution, the sample firms experience a marginally positive change in (market- or industry-adjusted) value. This finding strongly suggests that, overall, the HLTs of the late 1980s succeeded in creating value. We also present quantitative and qualitative estimates of the (direct and indirect)costs of financial distress and their determinants. Our preferred estimates of the costs of financial distress are 10% of firm value. Our most conservative estimates do not exceed 23% of firm value. Operating margins of the distressed firms increase immediately after the HLT, decline when the firms become distressed and while they are distressed, but then rebound after the distress is resolved. Consistent with some costs of financial distress, we find evidence of unexpected cuts in capital expenditures, undesired asset sales, and costly managerial delay in restructuring. To the extent they occur, the costs of financial distress that we identify are heavily concentrated in the period after the firms become distressed, but before they enter Chapter 11.

Leveraged Public to Private Transactions in the UK

This paper examines the magnitude and the sources of the expected shareholder gains in UK public to private transactions (PTPs) in the second wave from 1997-2003.Pre-transaction shareholders on average receive a premium of 40% and the share price reaction to the PTP announcement is about 30%.The main sources of the shareholder wealth gains are undervaluation of the pre-transaction target firm, increased interest tax shields and incentive realignment.An expected reduction of free cash flows does not determine the premiums nor are PTPs a defensive reaction against a takeover.Public to private;going-private;LBO;MBO;IBO;Management buyins;Management buyouts;Leveraged buyouts

Leveraged Buyouts:A Survey of the Literature

This paper provides an exhaustive literature review of the motives for public-to-private LBO transactions. First, the paper develops the theoretical framework for the potential sources of value creation from going private: a distinction is made between the reduction in agency costs, stakeholder wealth transfers, tax benefits, transaction costs savings, takeover defense strategies, and corporate undervaluation. The paper then reviews and summarizes whether and how these theories have been empirically verified in the four different strands of literature in LBO research. These strands of literature are categorized by phase in the LBO transaction: Intent (of a buyout), Impact (of the LBO on the various stakeholders), Process (of restructuring after the leveraged buyout) and Duration (of retaining the private status). Then, the paper shows that in the first half of the 2000s, a public-to-private LBO wave re-emerged in the US, UK and Continental Europe, whose value vastly exceeded that of the 1980s US LBO wave. Finally, the paper provides suggestions for further research

Private equity-, stock- and mixed asset-portfolios: a bootstrap approach to determine performance characteristics, diversification benefits and optimal portfolio allocations : [Version: December 2003]

In this article, we investigate risk return characteristics and diversification benefits when private equity is used as a portfolio component. We use a unique dataset describing 642 US-American portfolio companies with 3620 private equity investments. Information about precisely dated cash flows at the company level enables for the first time a cash flow equivalent and simultaneous investment simulation in stocks, as well as the construction of stock portfolios for benchmarking purposes. With respect to the methodology involved, we construct private equity, stock-benchmark and mixed-asset portfolios using bootstrap simulations. For the late 1990s we find a dramatic increase in the extent to which private equity outperforms stock investment. In earlier years private equity was underperforming its stock benchmarks. Within the overall class of private equity, returns on earlier private equity investment categories, like venture capital, show on average higher variations and even higher rates of failure. It is in this category in particular that high average portfolio returns are generated solely by the ability to select a few extremely well performing companies, thus compensating for lost investments. There is a high marginal diversifiable risk reduction of about 80% when the portfolio size is increased to include 15 investments. When the portfolio size is increased from 15 to 200 there are few marginal risk diversification effects on the one hand, but a large increase in managing expenditure on the other, so that an actual average portfolio size between 20 and 28 investments seems to be well balanced. We provide empirical evidence that the non-diversifiable risk that a constrained investor, who is exclusively investing in private equity, has to hold exceeds that of constrained stock investors and also the market risk. From the viewpoint of unconstrained investors with complete investment freedom, risk can be optimally reduced by constructing mixed asset portfolios. According to the various private equity subcategories analyzed, there are big differences in optimal allocations to this asset class for minimizing mixed-asset portfolio variance or maximizing performance ratios. We observe optimal portfolio weightings to be between 3% and 65%

MBO Financing Risks And Managers' Use Of Anti-Takeover Measures

In a management buyout (MBO) offer, managers have an incentive to offer stockholders a price low enough to compensate them for the risks of increasing their equity ownership in a highly leve- raged buyout firm. As these risks increase, managers are more likely to combine their offer with an anti-takeover measure. These measures do not protect a low offer, but do result in a higher takeover price when managers are unwilling to match a competitive offer. Such measures, then, benefit shareholders