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Multiple arbitrage

LBO

Buying earnings at a lower multiple than the one they will be valued at inside a larger platform, which is a mechanism rather than a bet on the market.

Also written: multiple arbitrage strategy

Multiple arbitrage and multiple expansion both show up as a higher multiple, and they are not the same thing. Expansion is the same asset re rated by the market, so it is a bet on conditions at exit. Arbitrage is acquiring earnings at one multiple and having them valued at another because of where they now sit, so it is a repeatable mechanism that does not require the market to move at all.

The usual vehicle is a buy and build. A platform is acquired at the multiple its size and quality command, then smaller companies in the same sector are acquired at lower multiples, typically funded with incremental debt at platform level. If the enlarged group is valued as one business at the platform multiple, the difference in turns on the acquired earnings is value created on the day of each acquisition.

The arithmetic is simple and the assumption underneath it is not. The enlarged group commands the platform multiple only if it is genuinely one business, with one management team, one system and one commercial motion, rather than a holding company containing several small ones. The discount at which small companies change hands exists for reasons, including customer concentration, key person dependence and thin reporting, and acquiring those characteristics does not remove them.

Three things erode the mechanism over a hold. Competition for the remaining targets in a fragmented sector pushes acquisition multiples up, so the sixth bolt on rarely costs what the first did. Debt funded acquisitions lift group leverage without fresh equity, so a run of individually sensible deals can leave the group levered well above where it was underwritten. And an exit buyer may price the group on the weighted quality of what is inside it rather than on the platform's original rating.

Worked example

Illustratively, a platform with 100 of EBITDA is bought at nine times, so 900.

A bolt on with 10 of EBITDA is bought at six times, so 60. Total paid is 960.

If the enlarged group with 110 of EBITDA is valued at nine times it is worth 990, so 30 of value has been created, being 10 of EBITDA multiplied by the three turns of difference.

Taught in context in LBO I: The Mechanics and What Drives ReturnsSee the three modules that are free to read

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