Secondary Buyout: Sale of a Portfolio Company from One Private Equity Firm to Another

Comprehensive coverage of the concept, history, types, key events, and importance of secondary buyouts in private equity.

Historical Context

Secondary buyouts, also known as secondary transactions, have become a common feature in the private equity landscape. The term refers to the sale of a portfolio company by one private equity (PE) firm to another. This type of transaction has gained traction over the last few decades, particularly since the early 2000s when the private equity market experienced significant growth.

Types/Categories

There are several forms of secondary buyouts, including:

  • Full Buyout: The complete sale of a portfolio company from one PE firm to another.
  • Partial Buyout: Involves selling a stake in a portfolio company rather than the entire business.
  • Syndicated Buyout: Multiple PE firms collaborate to purchase a portfolio company from the original owner.

Key Events

  • 1980s: The concept of secondary buyouts begins to surface with a few notable transactions.
  • 1990s-2000s: Increased liquidity in private equity markets leads to a surge in secondary buyouts.
  • Post-2008 Financial Crisis: Secondary buyouts become a strategic option for PE firms looking to manage their portfolios efficiently.

Detailed Explanations

Secondary buyouts serve several purposes:

  • Portfolio Optimization: Allowing the original PE firm to realize returns and redeploy capital into new opportunities.
  • Strategic Growth: The acquiring PE firm might bring new strategies, resources, or expertise to drive the portfolio company’s growth.
  • Liquidity Solutions: Providing liquidity for limited partners (LPs) in the original fund.

Mathematical Formulas/Models

The valuation of a portfolio company in a secondary buyout typically follows similar models used in standard M&A transactions:

  • Discounted Cash Flow (DCF) Analysis:
    $$ \text{DCF} = \sum \left( \frac{CF_t}{(1 + r)^t} \right) $$
    Where \( CF_t \) is the cash flow at time \( t \) and \( r \) is the discount rate.
  • Comparable Company Analysis (CCA):
    $$ \text{Value of Target Company} = \text{Median Multiples} \times \text{EBITDA of Target Company} $$

Charts and Diagrams

    graph LR
	A[Original PE Firm] -->|Sells Portfolio Company| B[Secondary PE Firm]
	B -->|Applies New Strategies| C[Growth & Returns]

Importance

Secondary buyouts play a crucial role in private equity by:

  • Ensuring Capital Efficiency: Allowing firms to recycle capital into new investments.
  • Providing Exit Strategies: Offering viable exit options for PE firms.
  • Enhancing Market Liquidity: Adding depth and flexibility to the private equity market.

Applicability

Secondary buyouts are relevant in various sectors where private equity operates, such as:

  • Technology
  • Healthcare
  • Consumer Goods
  • Manufacturing

Examples

  • Example 1: In 2020, Advent International sold its stake in Walmart Brazil to ACON Investments in a significant secondary buyout transaction.
  • Example 2: The Carlyle Group’s sale of the Nature’s Bounty Company to KKR in 2017 demonstrated the strategic nature of such deals.

Considerations

  • Valuation Accuracy: Critical to ensure fair transaction terms.
  • Alignment of Interests: Ensuring that both selling and buying firms have aligned growth objectives.
  • Regulatory Compliance: Adhering to financial regulations and antitrust laws.
  • Private Equity (PE): Investment capital from high-net-worth individuals and institutions to acquire equity ownership in companies.
  • Leveraged Buyout (LBO): Acquisition of a company using a significant amount of borrowed money.

Comparisons

  • Primary Buyout vs. Secondary Buyout: While primary buyouts involve acquiring companies directly from original owners or public markets, secondary buyouts involve transactions between PE firms.

Interesting Facts

  • Secondary buyouts accounted for over 30% of all buyout deals in certain years, highlighting their prominence.

Inspirational Stories

  • Story of Symantec’s Veritas: In 2015, The Carlyle Group acquired Symantec’s Veritas business in a major secondary buyout, demonstrating the potential for significant turnarounds and growth under new management.

Famous Quotes

  • “A secondary buyout is often about finding the right home for a company’s next growth phase.” - Anonymous PE Professional.

Proverbs and Clichés

  • “One man’s trash is another man’s treasure.” - Relevant in contexts where one PE firm’s exit is another’s investment opportunity.

Expressions, Jargon, and Slang

  • Roll-up Strategy: A common tactic where PE firms buy smaller companies in the same industry and merge them.
  • Dry Powder: Capital that PE firms have available for investments.

FAQs

Q: Why do PE firms engage in secondary buyouts? A: To optimize their portfolios, provide liquidity, and capitalize on growth opportunities.

Q: Are secondary buyouts risky? A: Like all investments, they carry risks, but they also offer significant growth potential if executed well.

References

  1. Kaplan, S. N., & Strömberg, P. (2009). Leveraged Buyouts and Private Equity. Journal of Economic Perspectives.
  2. Metrick, A., & Yasuda, A. (2010). The Economics of Private Equity Funds. Review of Financial Studies.

Final Summary

Secondary buyouts are pivotal in the world of private equity, facilitating the strategic transition of portfolio companies between firms. By ensuring efficient capital recycling and driving growth, these transactions enhance the overall dynamism and liquidity of the market. With careful consideration and strategic alignment, secondary buyouts can yield significant returns and foster long-term success for both the selling and acquiring entities.

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