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o-o-yesterday at 5:52 PM15 repliesview on HN

> Banks are lending to private equity firms to fund purchases of businesses.

Yes some businesses are SaaS but here's the real problem: Many businesses' sole purpose is _leveraged buy-outs_ which really is the devil in disguise.

It goes like this: A VC specialising in veterinary clinics finds a nice, privately owned town clinic with regular customers and "fair" prices, approach the owners saying "we love the clinic you've built! We'll buy your clinic for $2,500,000! You've really earned your exit!".

So now the VC lends the money from the bank, buys the clinic, and here's the important part: _they push the debt onto the clinic's books_. So all of a sudden the nice town clinic has $2,500,000 in debt, raise prices accordingly, ~~burn out personnel~~ slim operations accordingly, and any surplus that doesn't go to interest and amortization goes straight to the VC.

Debt and collateral on the veterinary clinics.

Risk free revenue to the VC.


Replies

JumpCrisscrossyesterday at 8:24 PM

> now the VC lends the money from the bank, buys the clinic, and here's the important part: _they push the debt onto the clinic's books

This mostly correctly describes a leveraged buyout (LBO). LBOs are done by LBO shops, a type of private equity (PE) firm. Not VCs. (VCS do venture capital, a different type of PE.) And LBO debt isn’t “pushed” onto the company’s books, it’s never on the sponsor’s (LBO shop’s) books in the first place to any material extent.

Private credit, on the other hand, involves e.g. Blue Owl borrowing from a bank to lend to software businesses, usually without any taking control or equity. It’s fundamentally different from both LBOs and VC or any private equity inasmuch as it doesn’t have anything to do with the equity, just the debt. (Though some private credit firms will turn around and lend into a merger or LBO. And I’m sure some of them get equity kickers. But in that capacity they’re competing with banks. Not PE. Certainly not VC, though growth capital muddles the line between what is VC and other kinds of PE or even project financing.)

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ehntotoday at 1:57 AM

I think the free market response is that another vet with fair prices will show up, but A) that's a waste of everyones time and very inefficient and B) a real grass roots business takes time and passion, somebody to start it, buy in from the community etc.

That work had already been done. To throw it all away for VC or PE to squeeze the life out of it and by extension the community, that's just sad, and a net negative for society. I don't really care about who to blame, the PE or the business owner who sold, the process is destructive.

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WorkerBee28474yesterday at 8:37 PM

> So all of a sudden the nice town clinic has $2,500,000 in debt, raise prices accordingly...

From a financial engineering perspective this is wrong.

Both equity and debt have costs of capital. Debtholders expect interest, capital holders expect RoE. The money going to debt interest is money that would previously have gone to equity, but now does not because the equity is replaced with debt.

Crucially, the costs of debt is lower than the cost of equity because of the interest tax shield. Therefore, the vet clinic now requires less revenue to maintain or even increase its return to equity.

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Buttons840yesterday at 11:01 PM

The free market solution to this seems to be making it easy / easier for competitors to arise. Then, when private equity does this, the customers, and workers, just hop ship to a competitor that's better managed and the original clinic goes under.

I don't expect this happens in reality though. In general the things that happen in a healthy free market are NOT happening in our society.

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koolbayesterday at 6:58 PM

> Risk free revenue to the VC.

How is that risk free? If the clinic goes bankrupt the VC will be on the hook for the rest of the loan. It’s not free money.

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pseudosavantyesterday at 11:13 PM

This is exactly what happened at a SaaS company I previously worked at. It was an awesome company with ~1500 employees, turning a small profit. Private Equity comes along, buys it with ~$2B in debt. Sticks the SaaS company with a $100M+ annual interest payment. Round after round after round of layoffs ensued. Then interest rates went up... and it got even worse.

I think they are under 500 employees now. They basically laid off almost all of engineering and hired 100 new contractors in India to completely rebuild the entire platform in Node.js, as if the language it was written in was the problem. So glad to be far from that dumpster fire.

Really disappointing to see a great company gutted by some private equity people who almost certainly got their bonuses before the shit hit the fan.

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ludicrousdisplatoday at 6:38 AM

About eight years ago I had a chat with a physician in Texas, who had a several year old private clinic that he was planning to sell within a year to an investment firm, and it wasn't the first time he had done this. I expect all those urgent health care clinics that show up follow a similar path.

8noteyesterday at 9:52 PM

why wouldnt the previous owners just open a new vet clinic, and hore all the same people back?

or some manager at it? it must be easy enough to raise that starting money, if the PE firm could get the loan

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chrisweeklyyesterday at 7:00 PM

"So now the VC lends the money from the bank"

"lends" -> "borrows", right?

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newscluesyesterday at 6:32 PM

The Mars family is doing that with the vets.

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infectoyesterday at 11:13 PM

This is just wrong. VC is not PE. The Vet example is really a bad trope. For every bad deal there are many others you never hear about. PE firms are not making money by simply buying everything up. The business still has to maintain and grow.

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refurbtoday at 3:10 AM

I mean, just getting new management, improving efficiency and raising prices of any business is… normal business?

Whether a PE firm decides to buy it and do the same isn’t some nefarious act or special in any way, it’s just new owners.

Let’s say your neighbor has a lawn mowing business but wants to retire, says they’ll sell for $50,000. You think great! You could run the business better, plus the old man hasn’t raised prices since 1990! But you don’t have $50k, only $30k, so you borrow $20k from your brother. Congrats, you just did a leveraged buyout.

And no, it’s not risk free revenue (I think you mean profit?) because it clearly might go under and PE firms need to pony up some of their own cash too plus money raised through LPs.

pembrookyesterday at 6:17 PM

So yes, PE funds are probably overvalued right now and there are a lot of PE funds getting rich off management fees while not providing promised returns...but this comment is so wrong I don't know where to begin.

First, VC stands for venture capital, which is a subset of private equity that does zero LBOs and doesn't even acquire any businesses. VC funds buy equity in startups, and take on zero debt to do so. You have your boogiemen totally confused.

Second, the entire point of a PE fund that uses a leveraged buyout strategy is that they need to sell the acquired firm at a profit to make any returns to the fund. LBO funds don't 'cashflow' businesses, and saddling a business with a bunch of debt is antithetical to that purpose anyways.

Third, this is not "risk free revenue." It's a high risk strategy to use the debt to increase the value of the business by improving operations enough that you can sell it for a profit to the fund. If you saddle a company with debt and DON'T increase the value of the business beyond the debt you took on, the PE fund will not be in business for fund 2.

The risk-free revenue while the fund is alive comes from the management fees that investors in the fund pay (usually 2%, which is way too high IMO, but has nothing to do with the debt or the acquired businesses).

Please do not write confident sounding comments about things you don't understand, it spread misinformation and makes the internet a worse place.

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gsprtoday at 7:29 AM

I absolutely believe you on the facts, and it all sounds very disgusting, but here's what I don't understand: customers and staff alike no longer like the clinic. Won't that be a huge boon to competitors, essentially ruining the VC's investment?

I get that it's not so clean cut with something as equipment- and licensing heavy as the veterinarian sector. But I've heard the same story exemplified with pizza parlors instead. Won't all the good staff take all the loyal customers and go elsewhere very easily in that case?