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032

Case 032Paper LBOsHard

Paper LBO on an oilfield services company whose EBITDA swings 30% either way with oil prices. Buy at 6x with 3.5x debt, exit at 6x in year 4. Work the return at trough, mid-cycle and peak, and say how much leverage a cyclical business can bear.

WPWarburg PincusNew York · 2017

1The situation

Nirmalya Oilfield Services rents drilling rigs and well-servicing crews to exploration companies. Through a cycle it earns about Rs 200 crore of EBITDA, but that swings 30% either way with oil prices: Rs 140 crore at the trough, Rs 260 crore at the peak. Capex to keep the rigs working is Rs 40 crore a year, equal to depreciation. Tax is 25%.

A sponsor buys at 6x mid-cycle EBITDA, Rs 1,200 crore, with 3.5x of debt, Rs 700 crore at 10%, interest on the opening balance, and Rs 500 crore of equity. All spare cash repays debt. Assume mid-cycle EBITDA for three years and exit at the end of year 4 at 6x that year's EBITDA, which may be trough, mid-cycle or peak.

2Your task

What are the money multiple and IRR in each exit scenario, and what leverage would you put on a business like this?

Quick check

If the sponsor exits at the trough, roughly what happens to its equity?

Worked solution

Try it on paper, then open one step at a time.

30-second answerThe answer to give first

About 1.6x and 13% at mid-cycle, 2.4x and 25% at the peak, and 0.8x, a loss, at the trough. Debt falls to about Rs 398 crore whatever the exit, so the swing lands entirely on equity. The bigger danger is a trough in year 1, when 3.5x becomes 5.0x. Size debt on trough cash flow: about 2.5x mid-cycle EBITDA here.

Step 1What changes when the business is cyclical?

A household with a salaried job and one with a seasonal business can both earn Rs 12 lakh in an average year, but a bank should not lend them the same EMI. In a cyclical LBO the debt is a fixed claim on a variable cash flow, so every swing in EBITDA lands on the equity, and the lender's question is what the trough year looks like, not the average. Set the deal up the usual way: Rs 1,200 crore of price, Rs 700 crore of debt, Rs 500 crore of equity. Then run the cash, and only then run three exits.

Step 2How does the debt come down in the mid-cycle years?

Free cash flow is EBITDA less interest, tax and Rs 40 crore of capex. In year 1 that is 200 less 70 of interest, less 22.5 of tax, less 40 of capex: Rs 67.5 crore, and it grows each year as interest falls. Over four mid-cycle years Rs 302 crore of debt is repaid, taking it to about Rs 398 crore. In a trough or peak exit year the cash differs a little, but debt at exit sits between Rs 353 crore and Rs 443 crore in every case.

YearEBITDAInterestTaxCash to debtDebt at year end
120070.022.567.5632.5
220063.224.272.6559.9
320056.026.078.0481.9
420048.228.083.9398.1
Rs crore, mid-cycle case. Four years of cash at Rs 200 crore of EBITDA repay Rs 302 crore of the Rs 700 crore of debt, leaving Rs 398 crore at exit.
Step 3What does each exit scenario return?

Now apply 6x to the year 4 EBITDA. At mid-cycle, Rs 1,200 crore less Rs 398 crore of debt is Rs 802 crore of equity, 1.60x and 12.5%; at the peak, Rs 1,207 crore, 2.41x and 24.6%; at the trough, Rs 397 crore, 0.79x and -5.6% a year. A 30% move in EBITDA moves equity by about 50% either way, because debt does not move with it. Say one thing about the multiple too: buyers rarely pay 6x for peak earnings or so little for trough earnings, so the peak case is flattered and the trough case is harsher on paper than it may be in a sale.

Exit value at 6.0x in three scenarios, Rs crore: debt stays put, equity swings5001,0001,5000debt 443397EV 8400.79x, IRR -6%Trough: EBITDA 140debt 398802EV 1,2001.60x, IRR 13%Mid-cycle: EBITDA 200debt 3531207EV 1,5602.41x, IRR 25%Peak: EBITDA 260equity in: 500debt left at exitequity, a gainequity, a loss
With debt at about Rs 353 to 443 crore in every case, an exit at trough, mid-cycle or peak EBITDA leaves equity of Rs 397, 802 or 1,207 crore against Rs 500 crore invested, so the cycle lands almost entirely on the sponsor.
Step 4How much leverage can a cyclical business bear?

The real danger is not a trough at exit but a trough straight after closing, before any debt is repaid. If EBITDA falls 30% in year 1, Rs 700 crore of debt is 5.0x, and EBITDA less capex covers interest only 1.43x; a 45% fall leaves 6.4x and no free cash at all. Any maintenance covenant set with normal headroom off 3.5x is breached in the first bad quarter. Size the debt on the trough instead: if trough EBITDA less capex, Rs 100 crore, should cover interest twice, interest can be Rs 50 crore and debt Rs 500 crore, 2.5x mid-cycle and 3.6x at the trough.

If the trough arrives in year 1: leverage on the day it hurts3.5x debt, EBITDA down 30%5.0x, free cash 223.5x debt, EBITDA down 45%6.4x, free cash 02.5x debt, EBITDA down 30%3.6x, free cash 382.5x debt, EBITDA down 45%4.5x, free cash 154.0x: where a cyclical lender gets nervous
If the downturn arrives in year 1, 3.5x mid-cycle debt becomes 5.0x on a 30% fall and 6.4x with no free cash on a 45% fall, while 2.5x debt becomes 3.6x and 4.5x and still generates cash, which is the case for sizing cyclical debt on the trough.

Then show what the safer structure costs. With 2.5x debt the sponsor puts in Rs 700 crore. The mid-cycle return falls only from 12.5% to 11.2%, the peak from 25% to 20%, and the trough loss shrinks from -5.6% a year to -1.3%. A point and a bit of mid-cycle IRR buys a deal that survives the year the oil price falls. Close the view there: at 6x mid-cycle with 3.5x debt this is a bet on timing; at 2.5x it is a bet on the cycle averaging out, which is the bet a sponsor can defend to its own investors. The limit is the 6x exit assumption, which carries the peak and trough answers more than any line of the cash flow.

Where candidates lose it

The usual loss is running one mid-cycle case, reporting a 13% IRR and stopping. The interviewer chose an oil company to see whether you run the trough without being asked, and whether you notice that debt is the same in every scenario.

The second miss is putting the trough only at exit. Debt is most dangerous before it has been paid down, so the stress belongs in year 1, and that is the number that sizes the leverage.

What the interviewer asks next

  • An oil price hedge locks in mid-cycle EBITDA for two years for a cost of Rs 15 crore a year. Is it worth buying?
  • How would you structure the debt so it flexes with the cycle, for example with a cash sweep only above a price level?
  • Would you rather buy this business at the trough at 8x or at mid-cycle at 6x?

Asked at Warburg Pincus, Investment Banking, New York, 2017 (Wall Street Oasis): My last 30 min interviewer had me do a paper lbo on an oil & gas company

← Case 031You have read the CIM and databook for a stable, capex-light engineering services business with Rs 75 crore of EBITDA. The sponsor wants Rs 300 crore of debt. What leverage, pricing and covenants do you propose, and how do you handle the two biggest risks?Case 033 →A laundry chain wants to enter a new city with three stores at Rs 1.2 crore of fit-out each. Each store handles 150 orders a day at Rs 250 with a 40% contribution margin and Rs 35 lakh a year of fixed cost. Is the entry worth it, and when does it pay back?

Company names and figures are illustrative.

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