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by sokoloff6 hours ago |
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upvoteby cj5 hours ago|
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LBO's are like buying a rental property where the mortgage is approved based on expected future rental income from the property.

That's why the parent is saying "It is like paying for the company with the money from the company you are buying.".

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upvoteby nyeah5 hours ago|
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LBOs are much worse than that. It's like buying a rental property where the mortgage is owed by the a shell corporation that owns the property. The shell corporation, not the purchaser, owes the debt.

It's like taking out a mortgage on a house, but letting the house owe the debt.

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upvoteby PopAlongKid4 hours ago|
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>It's like taking out a mortgage on a house, but letting the house owe the debt.

Isn't that a non-recourse loan, which in some states is the default for the initial loan to acquire the housel

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upvoteby randallsquared4 hours ago|
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When you put it like that, you make it sound reasonable! The house being collateral for the debt seems in a blurry way to be "the house owes the debt".
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upvoteby nyeah3 hours ago|
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That's pretty blurry, though. Blurry enough that we don't distinguish between the collateral and the borrower.
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upvoteby sokoloff5 hours ago|
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Exactly. That is largely how commercial lending is underwritten: by ensuring the DSCR (debt service coverage ratio) is over 1.0.
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upvoteby nyeah5 hours ago|
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Sure that is commercial lending.* And the acquirer owes the debt. But that's not how LBOs work. In an LBO the target owes the debt.

*Coverage of 1:1 is an accident waiting to happen, but otherwise sure.

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upvoteby sokoloff4 hours ago|
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That's not especially different from the typical LLC/SPE holding structure where individual properties in a large real estate portfolio are not held directly, but rather by a single-purpose entity that holds each property and then is owned by a larger but distinct entity. You don't want an issue in a single company/property to be able to take down your entire holding company. If someone will lend you money without cross-collateralization, why wouldn't you prefer that?

If PE firm A wants to buy company C using an LBO, it could do so by having C borrow money and then A purchase C, or by creating an entity B that borrows money and then purchases C. Whether B or C owns the debt doesn't change anything meaningful for A, and it's pretty clear that you're allowed to form company B (and really hard to imagine how you'd make that illegal without effects that would be worse than current).

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upvoteby nyeah3 hours ago|
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>If someone will lend you money without cross-collateralization, why wouldn't you prefer that?

I would prefer that! I'd prefer even more strongly that the debt be owed by someone else entirely, so a default isn't associated with me at all. If you're up for it I'd also prefer to use your credit card number to buy stuff on Amazon. But for whatever reason the law doesn't always seem to follow my preference.

I'm sensitive to your point about restricting formation of new corps. The system can't just be changed randomly without extremely careful thought. And often not even then.

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upvoteby bombcar3 hours ago|
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That's exactly HOW rental properties are (supposed to) be bought!

Most small-time single family landlords actually go above and beyond that and "pretend" the rental is a house they're buying to live in (or actually is, for a time) and get a "home owner's mortgage" which is even easier.

Large commercial real estate is sold and loaned based on future rental income, pretty formulaically.

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upvoteby adampunk5 hours ago|
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Yes, those exist in industrialized countries as a result of public policy decisions. We do not have 3 or 0% mortgages because that’s what the market naturally bears or produces: we have it because mortgage debt is backstopped by the state.

It’s possible to “understand” mortgages by understanding that conditions for stable home markets don’t arise by themselves—we collectively make them possible because the outcome is desired—then wonder WTF because what social function is creating conditions for private equity getting us.

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upvoteby sokoloff5 hours ago|
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In residential real estate, I think stems in large part from a desire to help people who don’t come from money to own personal real estate (which is one of the best ways to go from $0 or negative net worth to positive six figure net worth).

Not only is that politically attractive, I think it’s more good than bad as public policy.

Turning back to PE/LBOs:

Having limited liability entities (companies) also serves good public purposes. Having companies being able to borrow money also does. Having companies being able to own other companies also does. I think that’s the only three ingredients you need for the PE model to operate and I don’t think that the public is helped by barring any of those three things.

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