Leveraged Buyout (LBO)
Advisory, structuring and process coordination for leveraged buyout transactions — from acquisition thesis through debt capacity, capital stack, management incentives and closing.
Our approach.
We advise sponsors, management teams and corporate groups on leveraged buyout transactions. Our role is to align the acquisition thesis, the target’s debt capacity, the capital stack, management incentives and the lender process into a single, coherent transaction. Credit is provided by the identified banks, private-credit funds and licensed lenders; equity is provided by the sponsors, management teams and equity partners engaged for the mandate.
An LBO holds together only when the acquisition thesis, the debt capacity of the target and the governance architecture of the post-closing entity are three consistent views of the same transaction. We work each of them in parallel from the beginning of the mandate.
Management incentives, sponsor governance and lender covenants belong to the same design conversation. We put them on the same table with qualified legal counsel so that closing remains a moment of alignment.
Our work covers the acquisition thesis and cash-flow analysis, the debt-capacity envelope, the capital stack across senior, mezzanine and equity layers, management-incentive design, the diligence workstreams, the lender and investor process, and closing coordination.
- Sponsors and management teams preparing MBO, MBI or BIMBO transactions.
- Corporate groups considering carve-outs, secondary or tertiary buyouts.
- Family shareholders organising a leveraged transition or partial monetisation.
- Eligible institutional debt and equity investors participating in leveraged transactions.
- Management-led buyout
The management team leads an acquisition alongside a sponsor and requires a coordinated equity, debt and incentives design.
- Corporate carve-out
A corporate group divests a business unit through a leveraged transaction requiring separation planning and lender coordination.
- Family shareholder transition
A family shareholder base organises a partial or full transition through a leveraged structure while preserving governance intentions.
- Scale
- Mid-market European leveraged buyout transactions, including primary, secondary and build-up scenarios.
- Timing
- Typically several months from mandate to closing, depending on complexity and counterparties.
- Geography
- Continental European corridors with recurring activity across France, Italy, Luxembourg, Switzerland and Monaco; selective UK, MENA and transatlantic exposure.
- Acquisition thesis and cash-flow analysis.
- Debt capacity envelope and capital stack design.
- Senior, mezzanine and equity coordination.
- Management-incentive design.
- Diligence coordination and lender/investor process.
- Governance and shareholder-agreement architecture.
- Closing and post-closing capital-structure coordination.
- LBO segmentation: MBO (management buyout), MBI (management buy-in), BIMBO (combined MBO/MBI), secondary and tertiary buyouts, corporate carve-outs and family-shareholder transitions.
- 01Assessment
We assess the target, its cash-flow profile, its debt capacity and the acquisition thesis with the sponsors and management team.
- 02Structuring
We design the acquisition vehicle, the capital stack layers, the governance framework and the management-incentive package with qualified counsel.
- 03Diligence
We coordinate financial, tax, legal and commercial diligence workstreams with independent advisers.
- 04Engagement
We coordinate lenders, sponsors, management contributions and any co-investors under confidentiality.
- 05Execution
We coordinate documentation, conditions precedent, closing and the handover to the post-closing governance.
- Consistent transaction design
Acquisition thesis, capital stack, governance and incentives are designed together, in the same conversation.
- Coordinated diligence
Financial, tax, legal and commercial workstreams advance on a single calendar owned by the mandate lead.
- Institutional readiness
The transaction is prepared to the standard expected by institutional credit and investment committees.
- Legal
Qualified external counsel drafts and negotiates acquisition, finance, security and shareholder documentation.
- Tax
Qualified tax advisers confirm the structuring of the acquisition vehicle, the deductibility framework and the treatment of management incentives.
- Financial and commercial
Independent auditors, financial advisers and commercial-diligence providers support the transaction analysis.
- Design-first
We design the transaction before we sell it, so that structuring choices are made explicitly at the outset.
- Alignment across sponsor, management and lenders
The governance and incentive architecture is built so that sponsor discipline, management commitment and lender covenants pull in the same direction.
- Sponsors and management teams preparing a structured buyout.
- Targets with recurring cash flows able to sustain a leveraged capital structure.
- Owners exploring OBO, MBO or MBI paths within a mid-market perimeter.
- Concept-stage or pre-revenue targets.
- Businesses unable to service structured debt post-transaction.
- Requests for direct acquisition financing from CGPH Banque d’affaires’ own balance sheet.
- Leverage, security and covenants are set by the participating lenders and by the definitive transaction documentation.
- CGPH Banque d’affaires acts as adviser, structurer and process coordinator; credit is provided by the identified banks, private-credit funds and licensed lenders and equity is provided by the participating sponsors and equity partners.
- How is debt capacity assessed in an LBO?
- It is assessed against the target’s recurring cash flows, the resilience of those cash flows through cycles and the covenants expected by the target lender audience.
- How are management incentives designed?
- They are designed with the sponsor and qualified legal counsel to align management commitment with the transaction thesis, within the governance and tax framework applicable to the acquisition vehicle.
- Who provides the acquisition debt?
- The acquisition debt is provided by the identified banks, private-credit funds and licensed lenders engaged for the mandate. CGPH Banque d’affaires acts as adviser, structurer and process coordinator.
- What happens after closing?
- The post-closing governance takes over, with a defined reporting rhythm to lenders and sponsors. We help frame that handover as part of the mandate.