Overview
What this model is and what it produces
The Leveraged Buyout (LBO) model calculates the maximum price a financial sponsor can pay for a target company while achieving required equity returns. It models the use of significant debt financing to acquire a business, projecting cash flows to service debt, and determining exit value and returns (IRR, MOIC) to equity investors. This is the core analytical framework for private equity investment decisions.
Purpose
Determine the maximum purchase price for an acquisition that achieves target equity returns, and model debt paydown, credit metrics, and exit scenarios.
Key Outputs
- Maximum Purchase Price
- Equity IRR and MOIC
- Debt Paydown Schedule
- Credit Statistics (Leverage, Coverage)
- Exit Value and Returns Sensitivity
- Sources and Uses of Funds
When to Use
- Evaluating a potential acquisition from a PE fund perspective
- Structuring debt financing for a management buyout
- Advising on sponsor-backed M&A transactions
- Determining bid price in competitive auction processes
- Modeling recapitalization or dividend recap scenarios
Why This Model Exists
The problem it solves and where it fits
Problem Solved
Strategic buyers pay for synergies; financial buyers pay for returns. The LBO model solves for the maximum price a PE fund can pay while achieving target returns (typically 20-25% IRR), given leverage constraints and exit assumptions. It bridges the gap between intrinsic value and achievable transaction value.
Why Not Simpler Approaches?
DCF values a business based on cash flows; LBO values it based on what a specific buyer class (financial sponsors) can afford to pay. The debt capacity, cash flow timing, and exit multiples create a fundamentally different value calculation that cannot be replicated with simpler methods.
Preferred When
- Target has stable, predictable cash flows to service debt
- Significant debt capacity exists in the capital structure
- Exit pathway is clear (strategic sale, IPO, secondary)
- Management team is willing to participate in ownership
- Evaluating competitiveness of sponsor bids vs strategic buyers
LBO modeling is the core technical skill for private equity professionals and M&A bankers advising on sponsor transactions. Most PE interview processes include live LBO modeling tests.
How the Model Works
Structure and flow
The model begins with transaction assumptions: purchase price, financing structure, and sponsor equity. Operating projections generate EBITDA and free cash flow, which service debt obligations according to a waterfall. Mandatory and optional debt paydown reduce leverage over the hold period. At exit, enterprise value (calculated via exit multiple) is reduced by remaining debt to yield equity proceeds. IRR and MOIC compare equity proceeds to initial investment.
Model Sections
Transaction Assumptions
Define purchase price, financing mix, fees, and timing
Sources & Uses
Balance sheet of how acquisition is funded and where capital goes
Operating Model
Revenue, EBITDA, and cash flow projections
Debt Schedule
Model each debt tranche: draws, interest, amortization, paydown
Cash Flow Waterfall
Allocate cash to debt service, mandatory paydown, and sweep
Credit Statistics
Calculate leverage ratios and coverage metrics over time
Exit Analysis
Apply exit multiple, calculate equity proceeds
Returns Analysis
Compute IRR, MOIC, and sensitivity tables
- Purchase price drives initial debt quantum and equity check
- EBITDA drives debt capacity and cash available for debt service
- Free cash flow determines debt paydown velocity
- Exit multiple and debt remaining determine equity proceeds
- Equity proceeds vs initial check determine IRR/MOIC
Key Drivers & Variables
What matters most for value
Primary Drivers
Equity IRR
very-highThe hurdle rate (typically 20-25%) that constrains maximum bid price. Every transaction must clear this threshold.
View variable detailsMultiple of Invested Capital
very-highMeasures total return multiple. A 2.0-3.0x MOIC over 5 years is typical. Complements IRR for return analysis.
View variable detailsEntry EV/EBITDA Multiple
very-highPurchase price as multiple of EBITDA. Directly determines equity check size.
View variable detailsExit EV/EBITDA Multiple
very-highAssumed selling multiple at exit. Often assumes no multiple expansion (conservative).
View variable detailsKey Assumptions Required
- Hold period (typically 5-7 years)
- Debt structure (senior, mezz, PIK)
- Interest rates and floors
- Cash sweep percentage
- Management rollover and incentives
- Transaction and financing fees
Best Practices & Common Pitfalls
How to do it well
Best Practices
Assume no multiple expansion
Base case should assume exit multiple equals entry multiple. Multiple expansion is upside, not base case.
Test multiple return levers
Understand whether returns come from debt paydown, EBITDA growth, or multiple expansion. Over-reliance on one is risky.
Model realistic debt terms
Use market-based interest rates, covenants, and structures. Unrealistic leverage kills deals.
Include all transaction costs
Advisory fees, financing fees, legal costs, and D&O tail insurance add up. Typically 2-4% of TEV.
Build downside scenarios
Model recession case where EBITDA contracts 20-30%. Test if debt can still be serviced.
Common Pitfalls
Aggressive exit multiples
Assuming 2-3 turns of multiple expansion to make returns work. Market conditions may not support this.
Ignoring working capital
Growth requires working capital investment. Ignoring NWC overstates cash available for debt paydown.
Unrealistic debt paydown
Assuming 100% cash sweep when covenants, liquidity, or strategic needs require cash retention.
Forgetting minimum cash
Operating businesses need working cash on hand. Cannot sweep all cash to debt.
Pro Tips
- Back-solve for maximum price at target IRR rather than calculating IRR at a given price
- Build the returns waterfall (preference vs. common) for accurate sponsor returns
- Create a sources/uses that ties perfectly—this is a common interview check
- Model both cash interest and PIK separately for accurate cash flow
Example Use Case
Applied thinking
A middle-market PE fund is evaluating a healthcare services company in a competitive auction. The target has $50M EBITDA, and strategic buyers are bidding 8-9x.
Role: Vice President at a $2B PE fund
Application
The VP builds an LBO model testing entry multiples from 7-9x with 5x leverage. The model shows that at 8.5x entry, the fund can achieve 22% IRR assuming 10% EBITDA growth and no multiple expansion over 5 years. A 9x bid would require margin improvement or multiple expansion to hit returns.
Insight Generated
LBO analysis reveals maximum bid of 8.5x to achieve target returns under conservative assumptions. The fund decides to bid 8.25x with clear operational value creation plan, accepting lower probability of winning but higher confidence in returns.
Illustrative Data
Entry EBITDA
$50M
Entry Multiple
8.5x
Enterprise Value
$425M
Debt (5.0x)
$250M
Equity Check
$200M
Exit EBITDA (Y5)
$80M
Exit Multiple
8.5x
Equity IRR
22%
MOIC
2.3x
When NOT to Use This Model
Know the limitations
Companies with volatile or unpredictable cash flows
Debt requires stable cash flow for service. Cyclical or project-based businesses may not support leverage.
High-growth companies requiring reinvestment
LBO value creation requires cash generation for debt paydown. Companies reinvesting all cash cannot delever.
Businesses with limited tangible assets
Lenders often require asset coverage. IP-heavy or service businesses may have limited debt capacity.
Strategic transactions with synergies
Strategic buyers value synergies that sponsors cannot capture. LBO underestimates value in strategic M&A.
Consider These Alternatives
Critical Assumptions That Must Hold
- Target can support acquisition leverage
- Lenders will provide financing on assumed terms
- Operating improvements are achievable
- Exit market will exist at assumed valuations
- Management team will execute value creation plan
Related Models
Explore connected frameworks
Paper LBO
PrerequisiteQuick mental math version for initial screening
Coming SoonLBO with Add-on Acquisitions
AdvancedPlatform plus bolt-on acquisition strategy modeling
Coming SoonDividend Recapitalization Model
VariantModel refinancing to return capital to sponsors mid-hold
Coming SoonMerger Model (M&A)
ComplementaryStrategic buyer analysis for comparison to sponsor bid
Coming SoonDetailed Debt Schedule
ComplementaryDeep-dive on debt structuring, covenants, and waterfall
Coming SoonReady to build your Standard LBO Model?
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