The course deals with the analysis of the private equity and venture capital business. Over the course, students will be provided with a deep understanding of the mechanism underpinning the creation and/or development of a firm and the financial support it can get from the financial system through venture capital investment. The course tries to discover how special financial intermediaries (called private equity investors) finance through equity companies belonging to different stages of their life-cycle, starting from the very beginning (startup and early stage) to a more mature phase (i.e. expansion, mature age, etc.) or also staying into crises and decline. Private equity (named venture capital when the company is in the first phases of its life cycle) deals with very different activities, such as scouting, advisory, deal-making, valuation, and financing as financial intermediaries see it. COURSE SYLLABUS The course is made up of four different modules: WEEK 1 - Introduction to Private Equity and Venture Capital WEEK 2 - Discovering Private Equity Investors: Legal Issues and Taxation WEEK 3 - Management of Private Equity and Venture Capital Funds WEEK 4 - Company Valuation And Deal Making In Private Equity Settings WEEK 5 - Final Test Throughout the course, guest speakers and practitioners will be interviewed to provide some examples of concrete applications of the contents presented. RECOMMENDED BACKGROUND An understanding of the basic concepts of corporate financing accounting principles is required, while prior knowledge of private equity and venture capital is not required however it is recommended, as this is a course designed to introduce you to the fundamental concepts in private equity and venture capital.
1.7 Vulture Financing
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來自 Università Bocconi 的課程
Private Equity and Venture Capital
1937 個評分
從本節課中
An Introduction to Private Equity and Venture Capital
與講師見面
Stefano CaselliVice Rector for International Affairs
Department of Finance
Deal number six, the last deal of private equity is represented by
vulture financing.
Vulture financing is the financing of a company that is in crisis or decline.
This is the private equity investor is going to finance
the last stage of the life cycle of the company.
Like in replacement financing,
the label is quite broad and we have evidence of different deals inside.
In this case, in vulture financing we have evidence of two different deals.
On one end we have restructuring financing and
on the other hand we have distress financing.
The reason why we have evidence of two different deals
is related to the fact that the status of a crisis of
a company can be regulated in two different ways.
That's reason why in all the countries in the world, it's fundamental to
identify two different stories of financing a company in crisis.
Let's start in with restructuring financing.
Some practitioners sometimes also say turnaround financing but
in most of cases we say restructuring financing.
What's the idea of restructuring financing?
The idea is that a company stays in its crisis but the company is still alive.
That means the company needs money to pay the other financers or
to pay the suppliers, but the company needs money as well to invest in new
fixed assets to relaunch the business or to design a new strategy.
That means the company doesn't only need money,
the company needs a lot of strategic support.
If a private equity investor wants to invest in this kind of deal,
it has to play two different roles.
On one hand to be a financer, on the other hand to be a consultant,
advisor of the company.
More or less what happens if you remember also
in early growth financing where the private equity has to support the company,
in this case, the private equity has to support the company a lot.
But this time in restructuring the deal is quite risky
because we are investing in a company that is in crisis and
to redesign the strategy could be very difficult.
For this reason, deals of restructuring are not very common in private equity;
and if we have a private equity willing to invest,
in most cases the private equity investor wants to be the majority shareholder.
The reason is related to the fact that the private equity
wants to have the possibility to change the management,
to change the CEO, and to completely redesign the strategy.
It’s a very tough business that makes the business and the deal very difficult.
The second deal of vulture financing is represented by distressed financing.
In this case, distressed financing is the financing of a defaulted company.
That means is a financing of a company which is dead.
It seems a contradiction because if a company defaulted,
it's not possible for the company to receive money.
And this is true.
So we say financing just to use the same wording of the other business.
But effectively the deal of distress financing is a deal in which
the private equity investor is going to buy assets of the defaulted company.
Examples of assets are the brand name of the company,
patents of the company, or high quality equipment and machinery.
In all these cases the company defaulted and
the private equity investor wants to buy these assets.
The reason why the private equity wants to buy these assets is related to
two different stories.
The first one is the private equity investor is a “trader of assets,”
so the private equity buys assets and sells these assets to other investors.
The second story is a story in which the private equity investor buys these assets and
inserts these assets into other companies the private equity has got in his or
her portfolio to increase its value.
To buy assets of a defaulted company is not easy because the private
equity has to negotiate the buying process with the court.
Since laws are different in different countries, but
in all countries the process of defaulting is managed by the court.
And the negotiation could be tough, because the goal,
the purpose of the court is to maximize the amount of cash to
satisfy the need of suppliers, banks, and so on.
So it's a very tough negotiation and in many cases in these negotiations,
the court wants to give to the private equity investor some poison pills.
Poison pills are represented, for example, by some mortgages or
by the fact that the private equity investor wants to buy a plant or machinery, but
inside the plant or machinery we have a lot of workers and
it's very difficult to negotiate with them.
Unfortunately or not, it depends on our perspective,
distressed financing is a very popular deal in countries where the GDP
is not flying or in countries where there are a lot of defaults,
for example in Europe where these deals are very popular.
The last aspect, the way to work these deals is strictly
related to the level of quality of the law.
For example, in the United States, where the law of distress financing that
is named Chapter 11, these kinds of deals work very well.
