Can someone explain to me in detail why the bidco finco holdco structure is used in PE deals?

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Just a lowly intern on 3 hrs of sleep so pls don’t pull my return offer for typos

1-loss protection. And standardization. Generally just flows like an upside down balance sheet. Each distinct entity serves one main purpose. E.g. OpCo(s) operate. BidCo holds the Senior secured. FinCo holds the Mezz. HoldCo holds the equity or pref that where mgmt rolls too.
Think like real estate where you may rent through a HoldCo instead of as sole proprietor to limit liabilities but maintain control of assets
Can get more complicated the more propeller heads you throw at it. Eg. Hertz (see their BK)… also a lot of those oil companies (MLPs as eg)

2-taxes. And distinction. Eg you have ops in multiple jurisdictions or countries. Having distinct OpCos.

3-structural subordination. Especially wrt debt. Ties to liabilities limitation too. Jr unsecured debt HoldCo is different from jr unsecured OpCo.

4-M&A. To tie everything together, in case of MoE, rollups, can opt to simply add OpCos under the structure post close

likesmartupliftinghelpful

Yes will do…
Structural subordination, look at my upside down balance sheet note above. Basically, debt providers to a parent company will not have access to the assets of that company's subsidiary until after all of the subsidiary's creditors have been paid and the remaining assets have been distributed up to the parent company as an equity holder

To illustrate. So let’s just say PE Fund acquires AbcCo and fund debt portion of acquisition with 2 tranches of sr secured and mezz from Lender123 and Lender789. Lender123 sr secured note is borrowed by BidCo. Lender789 Mezz is borrowed by FinCo.

Ownership Structure look like this->
HoldCo (PE Fund+Mgmt Equity)
FinCo (Mezz)
BidCo (Sr Secured)
OpCo (ABCCo)

Unlikely scenario but for your illustration. AbcCo CFO went and got a vendor Vendor420 to send an insane quantity shipment of goods. Unfortunately the goods were sent to the Florida facility and it got hit by hurricane, wiped out after the delivery was signed for and inspected. Insurer said can only offer thoughts and prayers, please see page 847 of your policy, you’re SOL. AbcCo goes bust and close shop.

Time for chapter 11 and RX. Senior secured Lender123 MD comes in and says hey MD here, I’m taking the ownership of the Florida facility that my loan $ is secured to and be on my way. Pls send details to my assistant. Bankruptcy admin says uh uh! We gotta liquidate that since Vendor420 hasn’t been paid and they are owed a lot of money. Lender123 MD realize structural subordination just ****ed him and he is pissed. The end. To be continued…

Pls don’t ask me to make this into a slide

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