A recent Business
Week article proclaimed Hilton the best LBO ever. This was based on the
size, $12B, of Blackstone’s unrealized gain. Some details are as follows:
1)
Investment Size: Blackstone’s initial fall 2007
equity investment was $5.6B. This represented Blackstone’s largest single
equity investment. It contributed another $820MLN as part of a 2010
restructuring. Blackstone had written off 70% of its investment in 2009
reflecting poor performance as the financial crisis impacted hotel occupancy.
2)
Deal: the deal was concluded at the height of
the pre crisis LBO boom. It was overpriced, double digit purchase price
multiple, and over leveraged with just 20% equity and a double digit funded
debt multiple. The $20B in debt, was primarily Covenant-Lite
loans.
3)
Restructuring: lack of financial covenants
allowed Blackstone to control the restructuring process. In 2010, they
contributed additional equity, got lenders to reduce billons in debt (AKA
forgive) and extend loan maturities.
4)
Winter 2013 IPO: a partial $2.4B IPO was
completed which gave Blackstone’s Hilton equity interest an implied gain of
$10B. The stock price has improved. The implied gain now stands at $12B the
largest single transaction gain for a LBO which represents a 2X multiple of
investment (MOI).
I question whether this is the best LBO ever-particularly
from the limited partners’ (LPs) viewpoint. Consider the following:
1)
Unrealized Paper Profit: Blackstone and its LPs
still have received no cash. They are feeling better than in 2009 with a gain
instead of an unrealized 70% loss for sure. The PE model is based on the
precept that there is no exit until cash is returned. Some will argue that it
is smart to hold on to the stock because it is appreciating. Remember, that
Blackstone gets 20% of any stock appreciation. It would be better for LPs to
get the cash and buy Hilton on their own to keep 100% of any gains.
2)
Not Risk Adjusted: This investment is volatile
and represents a huge concentrated bet of LP capital. Wonder if LPs are happy
with the returns given the IRRs-especially what they could have received on an
alternative high risk assets. Consider an equally leveraged $26B equity
portfolio in 2007 would have also yielded a $12B gain.
3)
So-So IRRs: IRRs are mediocre even based on the
implied values. The December, 2013 implied IRR was in the mid teens, while the
current IRR is in the low teens. I am sure these are below what was initially
projected when the investment was proposed.
4)
Over Betting: You can always manufacture high
dollar returns by investing large amounts. This does not mean, however, you
have created value. As the Kelly Criterion shows,
beyond a certain point, taking more exposure becomes suboptimal due to a higher
risk of ruin in bad states-i.e. you crap out of the game too early.
I am not taking anything away from them - I am glad things
worked out. Sometimes, it is better to be lucky than smart. The Business Week
story mistakenly assumes the current positive outcome flows from the original
decision. The Hilton gains, however, come from a lender value transfer who accepted
a large discount on their loans and leverage - not from the investment target
selection. The deal does show, however, how PE, Wall Street and
apparently some journalists think. Despite what you learn in business school,
they do not care about risk or the time value of money. The key metric for them
is MOI. Additionally, it demonstrates the value of covenant - lite loans for
borrowers, which comes at the expense of lenders.
J
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