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注释 （17)
对此没有一般规则，如果他们需要做几个附加组件来促进业务，他们将尽可能提高债务，否则，他们将使用自己的资金投资来资助附加收购，因为他们相信这一点将增加他们的退出价值
We would generally set aside a portion of committed capital for add-ons. For example, if an investment took $200mm of equity, we would commit $250mm total, allowing for $50mm of add-ons. This is speaking off the experience I had with thePEshop I was at this past summer, of course.
这就是我的公司也是如此
你是在说卷吗？
In practice, the sponsor will set aside a portion of incremental equity to fund acquisitions, which the acquiror can use. However, when it comes time to actually add these on (in like year 2 or 3 or whatever), the acquiror can usually draw on their revolver, which is usually unfunded at the date the acquiror is taken private by the sponsor.
Understood. That helped a lot. The portfolio company makes a lot acquisitions so the revolver makes sense to help fund those.
Thanks guys this info helped
来自赞助商/LevFin小组，您看到它们的几种方法：
Incremental Debt: Credit agreements build in incremental debt options that allow for new debt raises as long as the post-close leverage meets a certain threshold. Lets say the platform company is leveraged 3x and the CA allows for pro forma post-close leverage of 4x. If the platform company was $10MM inEBITDA（收购前债务30毫米），$ 2毫米的附件EBITDAcould use up to $18MM (9x purchase price) in debt (typically subject to dollar limit thresholds) and be in compliance of the 4x threshold ($48MM total debt / $12MM Combined EBITDA). Note that the company could not make any more acquisitions using debt until debt is paid down or organicEBITDAsignificantly improves.
Equity Infusion: The sponsor contributes an additional $18MM to the platform to purchase the target (usually completed at the same time the acquisition occurs). Leverage actually comes down in this scenario, given the higherEBITDA和不变的债务水平（总债务总额为30毫米 / EBITDA $ 12毫米）。
Combined Equity/Debt:The Sponsor may provide part of the equity and raise part of the debt. Using the above example, lets say the sponsor puts in 50% ($9MM) and raises 50% debt ($9MM). The platform would have post-close pro forma leverage of 3.25x ($39MM total debt / $12MM EBITDA). The Company would still have some "dry powder" to make future acquisitions using debt.
一把左轮手枪有限公司uld be used for smaller acquisitions, but incremental term debt is more typical.
Thank you! this is good information
Bang on.
一般来说，一个目标PEfirm is to minimize additional equity contributions when it comes to bolt-ons so you'll see the financing of bolt-on deals reflecting this.
此外，LPS的其他资本呼叫可能像Mezz债务一样结构化，尤其是如果GP将来看到债务被第三方债务再融资时。
Agreed with this. I will add that when we have a buy and build and we know we'll need equity later on, we don't invest that growth capital at close. We wait until it's actually needed because why would the founder(s) dilute themselves if they never end up needing the cash.
The most common practice is to use as much debt as possible to fund acquisitions. The credit indentures have all kinds of leeway to allow it and generally if the target is PFEBITDApositive and is being bought for a lesserEVmultiple than what the platform company's pre-acquisition leverage level is, creditors will (blindly and foolishly) think the acquisition is leverage Accretive and will opt to fund it. If you're the sponsor you want to use as much debt as possible. Every dollar of debt you borrow to expand the enterprise value will be Accretive to equity returns.
great, thanks!
同意上面的评论，但在此处添加了更多详细信息。
The credit agreement lays out the nuances of the permitted acquisition provision under the negative covenants. It obviously varies case by case but generally speaking it caps whether the portfolio company can make bolt-on acquisitions on an absolute dollar basis or pro forma leverage basis.
的确，但是允许的收购规定更为重要，因为它可以限制收购（通常在日历年）中的收购，以获取他们不需要获得贷方批准的收购。在几乎所有情况下，如果这是一个积累/逻辑上的收购，他们可以很快从贷方获得放弃。它与他们实际资助收购的方式并不是真正的。
Leveragethis击中了主要方法，但也要讨论另一种置换，还有另一种类型的信贷设施称为延迟的抽奖设施，这与增量债务不同，这在LBO或者acquisition financing and is often tied to specific uses of capital such as acquisitions. While this approach is more expensive to the borrower, as they have to pay an undrawn or "ticking" fee in a rate equivalent to either the full spread or some percentage of the spread when its not used, they have the benefit of speed. This contrasts with Incremental Debt that might be built into the credit agreement, but is not committed and the borrower, or it's agent banks, need to arrange that financing. A delayed draw facility offers faster execution for companies that are planning to be acquisitive.
A few other methods for financing a portion of small add-ons that don't require cash up front are earnouts and seller debt. Earnouts are payments to the sellers that are contingent on some milestone that the acquired business has to meet, and the payment can generally be made from the cash flows of the business and seller debt is a portion of the purchase agreement which is structured as debt, but often is unsecured or subordinated to any existing senior debt and payments are made out of the company's cash flows over time.
Preferred equity... it's a bitch
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