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Industry study 15 of 22 · Private Equity Research Companion

Debt Financing and Capital Structure

~10,000 words · 5 technical exhibits

Purpose. How buyouts are financed: the instruments (revolvers, term loan A and B, first and second lien, unitranche, high-yield bonds, HoldCo PIK, preferred equity), how they are priced and documented (covenant-lite, EBITDA add-backs, call protection, incurrence baskets), how sponsors use them after closing (repricings, add-ons, dividend recaps), and how documentation flexibility turned into the liability management exercises (LMEs) that have redefined creditor rights since 2016.

What the study covers

  1. 1Why debt is the engine (and the risk) of a buyout
  2. 2The markets that finance buyouts
  3. 3The instruments in one page
  4. 4Covenant-lite and the documentation revolution
  5. 5Pricing a leveraged loan: the components
  6. 6The sponsor's post-closing financing playbook
  7. 7Capital structure design: the questions
  8. 8Real-world reference points
  9. 9Common pitfalls
  10. 10How an expert thinks about it

Technical exhibits

Worked examples, checklists and case studies included with this study.

Capital Structure Stack

The stack from RCF to preferred equity: pricing, leverage, covenants, call protection, priority, holders

Lme Primer

Liability management exercises: drop-downs, uptiers, double-dips; J.Crew, Serta, Chewy/PetSmart, Envision, Incora, Mitel; blockers and co-ops

Dividend Recap Worked Example

A tied numerical recap on the Project Keystone LBO: IRR up, MOIC down, credit stats

Pik Toggle Mechanics

PIK and PIK-toggle notes: accretion math, toggle elections, AHYDO, where they sit, why they spike in stress

Covenants and Documentation

Maintenance vs incurrence, cov-lite, EBITDA add-backs, baskets, MFN, portability, and the clauses that enable LMEs