In late 2005 the original sponsors, having changed their worldwide investment strategy, were seeking to exit from their participation in the project. One possibility was to sell to Eskom, the South African power company.

On the other hand, the managers of GTI-Dakar were considering taking over the project themselves, though a Leveraged Buy-Out (LBO). To do this, a new company, Cap des Biches Power, would be formed and it would buy all the shares of GTI-Dakar.

GTI and the other owners favored the idea of giving key officers a stake and control of their company, but they wanted to get a good price for their equity, which was currently valued at EUR24 per share based on a recent private placement of shares. GTI was willing to receive payment partly in cash, and partly in the form of a EUR30 million, 15% prepayable subordinated note.

Management had discussed the LBO possibility with IFC Ventures, a private-sector venture capital firm that was part of the World Bank group. The firm's advisors had calculated that of the minimum amount of EUR216 million needed for the LBO, EUR20 million would have to come from management sources, as much as EUR120 million could be raised through a senior debt issuance led by Credit Lyonnais, and the remainder from IFC Ventures. Credit Lyonnais indicated the rate would be about 12% and that lenders would need a Net Operating Income/Interest Expense ratio of at lease 2x. At this time 65% of the 9 million shares outstanding were held by GTI, and the remainder was held by other institutions. Net operating income was EUR30 million. Other key indicators are listed below.

Balance sheet Cash and securities Receivables Other current assets Long term assets, net Total assets Accounts payable Short term debt (paying 10%) Senior long-term debt Subordinated debt Equity Total Liabilities & Equity	(EUR millions) 50 65 35 120 270 60 10 0 0 200 270
Interest Coverage Net Operating Income Interest Expense - Short term debt - Senior long term debt  - Subordinated debt Total NOI/Interest expense Effective tax rate Depreciation	30 1 0 0 1 30 30% EUR20 million

IFC Ventures aimed to get a high return, and was optimistic about the prospects for Cap des Biches. They hoped to take the company public in 5 years at a multiple of 12 times Net Operating Income, less debt.

Eskom had also sent a team to Dakar to evaluate the project. Based on past performance the company was expected to generate free cash flows of EUR2.57 per share next year, an increase of 3.6% from the current level of EUR2.48. If Eskom acquired GTI-Dakar, they estimated that the long-run growth rate could be raised to 5.5%, but Cap des Biches Power would incur upfront capital investments and other costs of EUR18 million.Was the company worth buying at a price above EUR216 million? How much of a premium over that amount should the South African group be willing to pay?

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Questions:

1. Can the managers of GTI-Dakar succeed in financing their acquisition of the company through a leveraged buy-out (LBO)? As advisors to management, please suggest how the financing could be structured. Develop a post-LBO plan, assuming senior debt pays 12% and subordinated debt pays 15%. The effective tax rate is 30% and depreciation is a constant EUR20 million per annum.
2. As an advisor to Eskom, please discuss how the company could be valued. What value-added would eskom bring to the company, and how would this affect the price they should be willing to pay? If you advise Eskom to make an offer, you should also offer a financing plan.
3. If your bank has been engaged as advisor to the seller, GTI, what method would you use to evaluate the competing proposals? Can you suggest any alternative possibilities to the seller?