ICG management buyout model

Every row in the workbook is tagged with the schedule it belongs to; the inspector above shows the tag when you click a row. These are the schedules this model is made of and where each one lives.

Conventions this workbook uses

Stated on the cover sheet too. A model is only as trustworthy as the decisions it tells you it made.

• Disclosed figures are inputs with their source on the Sources sheet, by page: among them the senior margin by year and the 84-month term (Scheme Document), and the facilities, the certain funds limit, the absence of amortisation, the sweep’s €5m deduction and the 40% minimum equity (Senior Facilities Agreement). Undisclosed or blacked-out terms (the Preferred Return and its treatment, the profit share, the issue discount, the base rate, the sweep’s percentage, costs, the operating case, the exit multiple) are illustrative inputs, labelled.
• Completion is treated as the end of FY2026E, the entry year; the hold is FY2027E to FY2031E with the exit at the end of FY2031E. Years before completion carry no deal cash flows.
• Equity value is the fully diluted share count at the offer price. Purchase enterprise value adds the net debt assumed at 30 June 2026 (bank loans and leases, less cash). The announcement’s 9.8x uses net debt at 31 December 2025; the Shareholder View sheet reproduces it.
• The MBO Team’s shares are valued at the offer price; €90m is sold for cash and the balance is rolled as the ordinary equity. Cash consideration to shareholders is equity value less the rollover.
• Facility B (€783m) and the revolver’s €15m certain funds part are drawn at close, the €798m the team calls the senior debt above the equity base; Facility B also refinances ICG’s €215m of bank loans, as its stated purpose allows. If the uses exceed the sources (a higher offer price, for instance), the model raises new ordinary equity and reports it on its own row, because the facilities agreement allows a higher price only if new investment funds it. Cash to the balance sheet is the balancing item.
• The preference shares’ claim opens at the €455m (less any part paid for the Profit Share Securities) and accrues the Preferred Return on the opening claim unless a cash share is set, being cumulative. At exit the preference shares take their claim, the Profit Share Securities their share of the equity above it, and the ordinary the rest. Equity proceeds are floored at nil.
• Interest is charged on opening balances of both facilities at the base rate plus the year’s disclosed margin, each hold year treated as one loan year from completion. Facility B has no scheduled amortisation. Each year the sweep prepays Facility B with the Relevant Percentage of excess cash flow less €10m (€5m a half-year); the revolver is drawn to hold the minimum cash; cash above the minimum then repays the revolver and Facility B at the voluntary prepayment share. Lease liabilities are held flat and count in net debt; the covenant ratios leave them out, as the agreement does.
• Returns are shown by class: MOIC and IRR for the ordinary equity on the rollover value and any new equity, and for the preferred investor on the cash it paid in, every preferred multiple (by year, at exit and on the grid) counting the return it has received in cash to that exit beside its proceeds. The MBO Team’s all-in figure adds the cash taken at close and is undiscounted.
• The returns bridge decomposes the gain to all equity into EBITDA growth at the entry multiple, multiple change on exit EBITDA, net debt reduction and costs, then deducts the preference shares’ return and the profit share to reach the ordinary’s gain.

The path around this model

Understand it, drill it, read the build, then apply it to a real company.

Vocabulary: Management Buyout (MBO), Scheme of Arrangement, Rollover Equity, Preferred Equity (Buyout), Sources and Uses, Net Debt, IRR, Cash Sweep, Revolving Credit Facility (Revolver).

Questions about this model

Related models