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Best Buy Co., Inc. Strategic Opportunities
Discussion Materials | February 21, 2014

1
LSP Capital Partners

 Robert J. Liu
 Indiana University, Kelley School of Business, 2017
 Majors: Accounting, Finance & Mathematics

 Clayton R. Stoker
 Indiana University, Kelley School of Business, 2017
 Majors: Accounting & Finance

 Jacob J. Pechukas
 Indiana University, Kelley School of Business, 2017
 Majors: Accounting & Finance

2
Table of Contents
I.

Executive Summary

4

II.

Specialty Retail & Consumer Electronics Industry

6

III. Best Buy Overview

9

IV. Valuation Summary

12

V.

16

Sale to Another Sponsor

VI. Appendix

23

3
I.

Executive Summary

4
Executive Summary
 Overview
LSP Capital Partners
recommends that Best Buy’s
shareholders and board agree to a
buyout by a consortium of
private equity firms
By going private, Best Buy will
be able to fix its underlying
problems without the pressure of
immediate returns hanging above
the company

 Best Buy is one of the last big box retailers with approximately 1,100 locations across America
 The company is currently in the process of making the transition from a traditional brick and mortar electronics retailer

into a diversified multiplatform vendor, but is running into issues competing against low cost and online retailers due
to a previously bloated infrastructure and a weak online presence

 Current Positioning
 In the fourth quarter of 2013, Best Buy took market share at cost. Black Friday weekend sales were satisfactory but were
weakened due to weather and a late holiday season


During the first few weeks in December Best Buy took huge hits due to irrational price competition across the industry
as a whole

 Online sales jumped 23.5% over the last year due to shifting consumer trends. Best Buy is poised to capitalize on the
trend of increasing online sales if it is able to improve its online presence and supply chain
 Strategic Alternatives Assessment
 Wall Street seems to believe that EPS is the best indicator of future success but Best Buy’s transformation will take more
than a few quarters, therefore LSP Capital Partners believes an LBO would allow Best Buy to reorganize itself to better

position itself for many years to come
 Given Best Buy’s cash generation capabilities, a transaction financed primarily through debt could provide exceptional
returns to its financial sponsors
 Shareholders wanting to exit this investment due to its recent earnings report may be motivated to accept a takeover
bid at premium to cut their losses
 Recommendations
 The transaction will be structured with cash and debt
 Due to the transaction size, LSP Capital Partners suggests that a syndicate of private equity firms work together to
finance the buyout

5
II.

Specialty Retail & Consumer Electronics Industry

6
Macroeconomic Landscape




Consumer spending recorded its strongest gain in three years in the fourth quarter of 2013, but a decrease in January 2014 was
most likely the result of cold weather or potentially a sign of limited consumer spending growth in the second half of 2014



Unemployment, the strongest driver of consumer spending has been steadily decreasing over the past four years, driving up
spending but a reversal in the rate could weaken the economy and retail industry as a whole



11

The increase in consumer confidence in the economy as a whole has been driving up retail sales and could lead to stronger
spending as we progress through 2014



Macroeconomic
trends have shown
steady signs of
improvement
which bodes well
for the industry as
a whole, however a
reversal could
potentially cause
issues in the future

10-year treasury bonds rose to a 2.65%, a 2 week high, after Federal Reserve Chair Janet Yellen signaled that the Fed would
continue to taper its bond buying program despite recent mediocre economic data

Over the past year, banks are opening up lines of credit more freely to sub-prime borrowers in all areas but housing which can
lead to short term spending increases and could provide a tailwind to retail sales
US Unemployment Rate

10

90.0

Consumer Sentiment Index

85.0
80.0

9
8
7

75.0
70.0
65.0
60.0

6
5

Source: Federal Reserve Bank of Saint Louis

55.0

Fear regarding the nation’s
debt ceiling drove the index
to a two year low

50.0

Source: Federal Reserve Bank of Saint Louis

7
Industry Outlook


The United States
consumer
electronics market
is forecast to have a
value of $121.8
billion by 2017, an
increase of 32.9%
since 2012

Consumer Electronics
 Growth in 2014 is expected to be modest but exceeding that of 2013 due to new growth drivers and product lines. Drivers include but
are not limited to: new video game consoles, video games, wearable, and smart TVs. Smartphones and tables expected to continue
growing but at a lesser rate than previous years
 China is continuing to see growth in consumer electronics as a product of the burgeoning middle class purchasing an increased amount
of discretionary items such as electronics
 Even price-conscious customers seek an acceptable level of customer service from knowledgeable employees, especially when
purchasing big ticket items such as high-tech consumer electronics
 Electronics retailers have began to outsource the production of TVs, MP3 players, and other products to low-cost Chinese
manufacturers and then sell them under their own private label brand. This has allowed retailers to better compete with low cost
competitors such as Wal-Mart
 The United States consumer electronics market is forecasted to have a value of $121.8 billion by 2017, an increase of 32.9% since 2012



Specialty Retailers
Brick and mortar retailers have began to notice increasing popularity of online sales and mobile and have began to focus their strategy
more on this growing trend
Online sales as a percentage of total retail sales was 5.2% in 2012, and is expected to grow to 10-15%
Increased competition from online and low cost competitors has forced Specialty Retailers to differentiate themselves through
services to attract customers from purchasing in store
Social media has show increasing popularity among specialty retailers due to the opportunity for low-cost marketing and promotion
Retailers have began to seek new opportunities for growth overseas due to the saturated growth in the US retail market







U.S. Retail E-commerce Sales as a Percentage of Total Sales

Best Buy US E-commerce Sales as Percentage Of Total Sales

7.00%

Online sales are
projected to rise at
a CAGR of almost
9% between 2013
and 2017

7.00%

6.00%

6.00%
5.78%

5.00%

5.15%

4.00%
3.00%

4.30%
3.40%

3.60%

4.65%

5.78%

5.00%

5.15%

4.00%

3.85%

3.00%

2.00%

3.40%

3.60%

4.65%

3.85%

2.00%

1.00%

4.30%

1.00%
0.00%

0.00%
2007
Source: BBY 10-K

2008

2009

2010

2011

2012

2013

2007

2008

2009

2010

2011

2012

2013

Source: Census Bureau of the Department of Commerce

8
III. Best Buy Overview

9
Challenges Facing Best Buy
 Overview
 Best Buy’s previous cost cutting has been effective, however not been fast enough to keep up with the streamlined corporations such as
Amazon and Wal-Mart
 Best Buy has poor customer loyalty, primarily due to the low quality of customer service and a lack of incentives to keep coming back
 Large databases of customer information are not being used effectively to attract customers into the store
 E-commerce site is inefficient and confusing when compared to main competitors, AMZN and WMT

Poor customer
retention, a weak
online presence,
and an inefficient
distribution
network are the
 Customer Loyalty
three top challenges
 Lack of integration of customer databases is
plaguing Best Buy

BBY Closing Prices
50
45

Closing Price (in dollars)

unacceptable info of consumer preferences and
purchase history
 Many Geek Squad users did not buy their
product through BBY
 Little to no rewards system in place; leaves
customers feeling as if there is not a point to
being loyal to BBY
 Online Presence
 70% of customers begin purchases online
(whether to buy or browse); does very little to
track website traffic on per-customer basis
 Website is confusing and inefficient and is
where a majority of the market share is lost
 Distribution
 BBY delivery time: 7 days
 AMZN delivery time: 2 days
 Stores are not being utilized as distribution
centers even though a majority of the stores
have the items ordered in-stock
 Weak supply chain makes the cost of open box
returns extremely high

40
35
30
25
20
15
10
5
0
1/2/2013

4/2/2013

7/2/2013

10/2/2013

1/2/2014

Source: Bloomberg

10
Opportunities and Growth Drivers

Assuming BBY
makes changes to
the problems they
currently face, they
can foresee
moderate growth in
the future –
however the
company will have
to suffer through
losses in order to
fully fix the issues

 Current Opportunities
 International Sector: India and China
 Partnerships with “enemies” of Amazon, such as Google, which would help improve service/distribution
 Partnerships with vendors could potentially limit the supply of consumer products, especially electronics, and eliminate price competitiveness
between BBY and WMT & AMZN
 Current Growth Drivers
 Rate of cost reductions in restructuring supply chains for returns and delivery, having marketing on the same page as merchandising, and
merchandising by seasonal drivers
 High market shares show that customers value BBY products and services
 Vendor partnerships: BBY is final brick and mortar store for consumer electronics
 Bottom Line
 Improve customer retention via improved service, website, and stronger integration of customer databases
 Establish partnerships to better control market and improve distribution
 Continue cost cutting efforts by eliminating bloated infrastructure

Percentage of Sales by Region
0.47%

Gross Profit (in millions)

3.49%

Gross Profit

14000

10.69%

11.39%
73.96%

13000
12000
11000
10000
9000
8000

United States

Europe

Source: Credit Suisse Equity Research Report

Canada

China

Other

2011

2012

2013

2014

Year

2015

2016

2017

Source: Best Buy 10-Q

11
IV. Valuation Summary

12
Best Buy Co., Inc. Valuation Summary
($ in millions, except for share price)

By running four valuation
models, a target of 4.1x LTM
EBITDA multiple is derived as
the mean
A 4.1x multiple results in a total
purchase price of $9,711 million,
using Best Buy’s LTM EBITDA

Current Valuation: $8,068
Current Share Price: $24.89
52 Week Trading Range:
Implied EV/EBITDA of 2.1x-6.3x

Mean Valuation: $9,711
Implied EV/EBITDA: 4.1x
$14,909
($44.66)

$4,906
($15.75)

Comparable Companies Analysis:
Implied EV/EBITDA of 4.0x-5.0x

$11,880

$9,504

Discounted Cash Flow Analysis:
Implied EV/EBITDA of 3.5x-4.5x

$7,865

Leveraged Buyout Analysis:
Implied EV/EBITDA of 3.8x-4.3x

$9,376

$9,029

$4,000

$6,000

$8,000

$10,217

$10,000

$12,000

$14,000

$16,000

13
Comparable Companies Analysis

Company Name
Best Buy Co., Inc.
Staples Inc.
Williams-Sonoma Inc.
Dixons Retail PLC
Gamestop Corp.
Office Depot Inc.

Ticker

Closing
Price

% of
52 Wk
High

BBY

$25.0

56%

$8,574

$8,075

0.2x

SPLS
WSM
DXNS
GME
ODP

$13.1
$54.6
$48.4
$36.1
$5.2

76%
89%
91%
63%
85%

$8,517
$5,184
$2,878
$4,124
$2,708

$9,108
$5,059
$2,623
$3,475
$2,682

0.4x
1.2x
0.2x
0.4x
0.3x

$8,574
$2,708
$5,331
$4,654

$9,108
$2,623
$5,170
$4,267

$35,435
$245,239
$164,118
$245,239
$2,708
$52,975
$8,517

High
Low
Mean
Median
Target Corp.
Wal-Mart Stores Inc.
Amazon.com Inc.

TGT
WMT
AMZN

High
Low
Mean
Median

EBITDA
LTM
2013A
2014E

Metric
$2,376
$2,402
$2,072

$56.4
$75.3
$353.7

77%
93%
87%

Equity
Value

Enterprise
Value

LTM

Multiple Range
4.0x-5.0x
3.1x-4.1x
4.0x-5.0x

EV/Revenue
2013A

2014E

EBITDA
Margin

EBIT
Margin

2.5x

3.7x

5.3%

3.6%

4.8x
7.0x
3.3x
3.0x
5.4x

5.0x
7.5x
5.2x
3.8x
5.0x

7.8%
13.7%
3.9%
10.5%
2.4%

5.9%
10.3%
2.2%
7.1%
0.5%

10.6x
3.4x
6.1x
5.0x

7.0x
2.5x
4.3x
4.1x

7.5x
3.7x
5.0x
5.0x

13.7%
2.4%
7.3%
6.6%

10.3%
0.5%
4.9%
4.7%

0.7x
0.6x
1.7x

7.4x
8.2x
38.7x

7.7x
8.0x
44.4x

7.3x
7.6x
23.1x

9.1%
7.8%
5.4%

6.1%
5.9%
1.0%

2.0x
0.2x
0.8x
0.6x

38.7x
3.4x
10.1x
7.4x

44.4x
2.5x
9.6x
5.4x

23.1x
3.7x
7.6x
5.2x

13.7%
2.4%
7.3%
7.8%

10.3%
0.5%
4.7%
5.9%

2014E

LTM

0.1x

0.2x

3.4x

0.4x
1.0x
0.1x
0.3x
0.1x

0.4x
1.1x
0.2x
0.3x
2.0x

4.9x
8.5x
5.2x
3.7x
10.6x

1.2x
0.2x
0.4x
0.3x

1.0x
0.1x
0.3x
0.2x

2.0x
0.2x
0.7x
0.4x

$49,516
$303,454
$154,862

0.7x
0.6x
2.1x

0.8x
0.6x
1.9x

$303,454
$2,623
$59,873
$8,075

2.1x
0.2x
0.7x
0.4x

1.9x
0.1x
0.6x
0.4x

EV/EBITDA
2013A

Implied Enterprise
Value
$9,504 - $11,880
$7,446 - $9,848
$8,288 - $10,360

Revenue
LTM
2013A
2014E

Metric
$44,753
$49,621
$42,659

Multiple Range
0.25x-0.30x
0.15x-0.20x
0.35x-0.40x

Implied Enterprise
Value
$11,188 - $13,426
$7,443 - $9,924
$14,931 - $17,064

14
Best Buy Co., Inc., Discounted Cash Flow Analysis
Historical Period

CAGR

2011A

2012A

$49,747.0
N/A
36,229.0
72.8%
13518.0
27.2%
10,029.0
20.2%

$50,705.0
1.9%
37,035.0
73.0%
13670.0
27.0%
10,242.0
20.2%

EBITDA

3,489.0

3,428.0

% Margin
Less: D&A
D&A as a % of Capital Expenditures

7.0%
(968.0)
130.1%

6.8%
(1,078.0)
140.7%

EBIT
Less: Provision for Taxes
EBIAT

$2,521.0
(779.0)
$1,742.0

$2,350.0
(709.0)
$1,641.0

Plus: D&A
Less: Capital Expenditures
Less: Increase in Net Working Capital
Unlevered Free Cash Flow

968.0
(744.0)
(222.0)
$1,744.0

1,078.0
(766.0)
368.0
$2,321.0

Sales/Revenue
Revenue Growth
Less: COGS (excluding D&A)
% Sales
Gross Profit
% Margin
Selling, General, & Administrative
% Sales

('10-'12)
1.0%

Projection Period
2013

2014E

2015E

2016E

CAGR
2017E

2013-2017

(0.9%)

(3.5%)
(2.9%)

$43,776.5
2.5%
32,832.4
75.0%
10944.1
25.0%
8,755.3
20.0%

$44,871.0
2.5%
33,653.2
75.0%
11217.7
25.0%
8,974.2
20.0%

$45,992.7
2.5%
34,494.5
75.0%
11498.2
25.0%
9,198.5
20.0%

$47,142.5
2.5%
35,356.9
75.0%
11785.6
25.0%
9,428.5
20.0%

2.5%

1,857.8

2,188.8

2,243.5

2,299.6

2,357.1

6.1%

4.4%
(667.5)
89.0%

0.6%

$42,708.8
(15.8%)
33,163.4
77.7%
9545.4
22.4%
7,687.6
18.0%

5.0%
(750.00)
100.0%

5.0%
(750.00)
100.0%

5.0%
(750.00)
100.0%

5.0%
(750.00)
100.0%

$1,190.3
(476.1)
$714.2

$1,438.8
(575.5)
$863.3

$1,493.5
(597.4)
$896.1

$1,549.6
(619.9)
$929.8

$1,607.1
(642.9)
$964.3

667.5
(750.0)
(100.0)
$531.7

750.0
(750.0)
(200.0)
$663.3

750.0
(750.0)
(200.0)
$696.1

750.0
(750.0)
(200.0)
$729.8

750.0
(750.0)
(200.0)
$764.3

7.8%
7.8%

9.5%

Financial Assumptions
Tax Rate

40.0%

Net Debt (mm)

($501.0)

Shares (mm)

Total Price Per Share

Total Enterprise Value

Terminal EBITDA Multiple

Terminal EBITDA Multiple
Discount

7.6%

3.5x
$8,420.1

4.0x
$9,237.2

348.9

4.5x
$10,054.4

Discount

7.6%

3.5x
$25.57

8.6%

24.62

26.85

29.09

9.6%

23.71

25.85

27.98

Rate

8.6%

8,087.5

8,867.7

9,647.9

Rate

(WACC)

9.6%

7,771.9

8,517.1

9,262.3

(WACC)

4.0x
$27.91

4.5x
$30.25

15
V. Sale to Another Sponsor

16
Leveraged Buyout Analysis: Overview
Transaction Assumptions
Current Share Price
Offer Price Premium
Offer Price Per Share
Target Diluted Shares Outstanding
Offer Value
+ Long-Term Debt (Including CPLTD)
+ Preferred
+ Minority Interest
- Cash & Equivalents
Transaction Value

$250.0
2.50x
1.50x

$24.8
20.0%
$29.7
348.9
$10,374.9
1,624.0
0.0
2.0
(2,170.0)
$9,830.9

Minimum cash level
Senior debt / EBITDA
Subordinated debt / EBITDA

Transaction Multiples
Transaction Value / Sales
Transaction Value / EBITDA
Transaction Value / EBIT

Pro Forma
0.23x
5.3x
8.3x

Sources
Cash
Senior debt
Subordinated debt
Sponsor's equity
Total sources

Amount
$1,920.0
4,644.6
2,786.8
2,751.3
$12,102.6

Percent
15.9%
38.4%
23.0%
22.7%
100.0%

Uses
Purchase of equity
Refinancing of existing debt
Transaction expenses
Total uses

Amount
$10,374.9
1,624.0
103.7
$12,102.6

Percent
85.7%
13.4%
1.0%
100.1%

2018
19.0%
25.7%
31.6%

2019
20.0%
24.7%
28.7%

IRR Returns
EBITDA exit multiple
3.8x
4.3x
4.8x

2017
16.1%
26.7%
35.9%

17
Leveraged Buyout Analysis: Cash Flow and Returns Analysis

Free cash flow for debt paydown
Scheduled (paydown) / borrowings
Cash flow available for debt sweep
Discretionary (paydown) / borrowings
Excess cash flow

2014
$455.9
0.0
455.9
(455.9)
$0.0

2015
$538.1
0.0
538.1
(538.1)
$0.0

2016
$626.2
0.0
626.2
(626.2)
$0.0

Projected Years
2017
2018
$720.6
$821.6
0.0
0.0
720.6
821.6
(720.6)
(821.6)
$0.0
$0.0

2019
$929.6
0.0
929.6
(929.6)
$0.0

2020
$1,047.3
0.0
1,047.3
(1,047.3)
$0.0

2021
$1,178.4
0.0
1,178.4
(1,178.4)
$0.0

2019
$2,861.7

2020
$3,004.8

2021
$3,155.0

Returns Analysis - EBITDA Exit Multiple Method
Initial investment:

$2,751.3
2014
$2,242.2

EBITDA
Implied enterprise value @ EBITDA multiple of:
3.8x
4.3x
4.8x

2015
$2,354.3

2016
$2,472.0

Projected Years
2018
2017
$2,725.4
$2,595.6

Implied equity value @ EBITDA multiple of:
3.8x
4.3x
4.8x

$8,946.4
$10,123.6
$11,300.8

$9,393.8
$10,629.8
$11,865.8

$9,863.4
$11,161.3
$12,459.1

$10,356.6
$11,719.3
$13,082.0

$10,874.4
$12,305.3
$13,736.1

$11,418.2
$12,920.6
$14,422.9

$11,989.1
$13,566.6
$15,144.1

$7,431.33
250.0

LESS: Debt
PLUS: Cash

$8,520.4
$9,641.5
$10,762.6

$6,975.39
250.0

$6,437.26
250.0

$5,811.05
250.0

$5,090.46
250.0

$4,268.88
250.0

$3,339.27
250.0

$2,291.92
250.0

$1,339.1
$2,460.2
$3,581.3

$2,221.0
$3,398.2
$4,575.4

$3,206.5
$4,442.5
$5,678.5

$4,302.4
$5,600.2
$6,898.0

$5,516.1
$6,878.9
$8,241.6

$6,855.6
$8,286.4
$9,717.3

$8,328.9
$9,831.3
$11,333.7

$9,947.2
$11,524.7
$13,102.2

8.0%
27.1%
43.7%

16.1%
26.7%
35.9%

19.0%
25.7%
31.6%

20.0%
24.7%
28.7%

20.3%
23.6%
26.6%

20.2%
22.7%
25.0%

Equity return @ EBITDA multiple of:
3.8x
4.3x
4.8x

(19.3%)
23.5%
66.3%

18
Leveraged Buyout Analysis: Debt and Credit Analysis

Credit Statistics
Debt / EBITDA
EBITDA / Interest (net)
Debt Repayment
Cumulative free cash flow
Delevering - Senior debt
Delevering - Total debt

Pro Forma
4.0x
1.6x

2014
3.1x
1.5x

2015
2.7x
1.5x

Year 3
$1,620.3
34.9%
21.8%

Year 4
$2,340.9
50.4%
31.5%

Year 5
$3,162.5
68.1%
42.6%

Offer price
premium

12.0%
14.0%
16.0%
18.0%
20.0%
22.0%
24.0%
26.0%
28.0%

IRR Returns
2017
2018
26.7%
25.7%
39.7%
35.3%
36.0%
32.6%
32.6%
30.1%
29.5%
27.8%
26.7%
25.7%
24.2%
23.8%
21.8%
22.0%
19.6%
20.4%
17.5%
18.8%

2019
24.7%
32.2%
30.1%
28.1%
26.3%
24.7%
23.1%
21.7%
20.4%
19.2%

19
Potential Financial Sponsors

LSP Capital Partners
views these eight
private equity firms as
the most capable to
lever BBY
All firms listed have
had prior investments
dealing with:
distribution,
information
technologies, and/or
consumer retail
The most efficient way
to lever BBY would be
a consortium of two to
three firms listed,
consisting of at least
one top tier firms listed
at the uppermost table

Total Assets
(M)

$66,000.00

$48,000.00

Typical
Industries

Retail, Consumer

Consumer/Retail,
Media, Telecom,
Industrials

Previous
Investments

Staples

Neiman Marcus,
Petco, Paradyne

Total Assets
(M)

$6,925.00

$5,000.00

Distribution and Retail

Business Services,
Consumer Goods and
Services, Tech

Distribution

Lytx, ECI Software
Solutions, CSSN

Checkers Drive-In
Resurants Inc.

Typical
Industies

Previous
B&M Retail, David's Bridal
Investments

$40,370.00
Chemicals,
Consumer
Products, Retail,
Tech
Del Monte, The
Nielsen Company
B.V., Toys R Us

$2,000.00

$31,567.00
Consumer and Retail,
automotive, real estate
The Nielsen Company
B.V.

$8,000.00
Consumer Goods and
Services,
Communications,
Agriculture, Chemicals,
Oreck Corporation,
Caribbean Reasturants
Inc., El Pollo Loco

20
Key Risks of the Business
Best Buy, although has
many internal changes to
make, has been put in their
current situation because of
external factors
Once Best Buy fixes itself
internally, in terms of
service and operations, these
risks will still remain to
Best Buy and other similar
retailers

•

Online
Retailers

Low-cost
Retailers

Consumer
Electronics
Trends

•
•

Online retailers such as Newegg and Amazon are service-oriented online retailers with highly integrated
information systems regarding their customers
Majority of BBY’s market share is lost to online retailers
A standardized internet sales tax would hurt Best Buy’s current efforts in upgrading their e-commerce
site more so than its competitors who already hold much of the online market segment and would cause
drastic changes to their marketing and merchandising efforts

•
•
•

•
•
•
•

Low-cost retailers like Wal-Mart compete with large retailers because of their extremely low prices
In order to reduce price competitiveness, Best Buy would need to form strong partnerships with its
vendors to help limit the supply going to other retailers
Wal-Mart is run and founded on a low-cost business model – a company like Best Buy trying to compete
with them based on the price would only cause them to lose potential profits

Saturated growth in tablet and smartphone markets – likely to see growth and adoption rates decline
Best Buy’s private label brand may be outperformed by other brands
Transition from premium smartphones and tablets to low-margin substitutes
Weak macroeconomic environment forcing consumers to cut back heavily on spending for discretionary
items

Percentage of Cell Phones by Operating
System
100.00%
Although trends show that
smartphone adoption was
very rapid, soon it will
begin to slow as the
consumer market begins to
saturate

80.00%

Windows

60.00%

BlackBerry

40.00%

Android

20.00%

Apple

0.00%
2011

2012

2013

Source: Pew Research Center

21
Strategic M&A Weaknesses

Dixons Retail is based out of Europe, where
Best Buy is currently not even a top market
share holder and is currently reducing
operations in Europe.

HH Gregg, although has done very well
in recent years, is still too small and
would not have enough capital to
acquire a large retailer such as Best Buy

Global Retail M&A Activity
600

160000
140000

500

120000
400

100000

300

80000
60000

200

40000
100

20000

0

0
2007

2008

2009

2010

Number Of Deals

2011

2012

2013

Value Of Deals(US$m)

Newegg is far to small to be able to acquire the
needed capital to purchase Best Buy. Even though
Newegg has a successful website, this would not
solve Best Buys operational issues

A strategic M&A would not allow Best Buy to fix its main operational problems which have
caused the gross profit to decline the past few years. Due to its size, there may be no interest
in a merger or acquisition especially with the trend of decreased transaction size shown on
the graph to the right. It is very unlikely that Best Buy would benefit from any Synergies as
no potential buyers would help solve Best Buy’s internal operational issues outlined below.
 Service Changes
 Increase customer loyalty by focusing more on customer service, both in-store
and on-line
 Initiate rewards programs which will increase customer retention and create
barriers for companies such as Amazon and Wal-Mart to acquire customers from
Best Buy’s market share
 Restructure website to make more user-friendly, track customer purchase and
browsing history
 Operational Changes
 Integrate all individual databases on customer information to better tailor to the
customer and purchasing drivers
 Speed up distribution
 Turning stores from brick and mortar retailers to both retail stores and
distribution centers to reach customers faster and further improve their
customer relationships
 Lack of vendor relationships which, in turn, increases price competitiveness in
the market with major adversaries like Amazon and Wal-Mart

Source: Thomson One

22
VI.

Appendix

23
Appendix A: Best Buy Co., Inc.,: Weighted Average Cost of Capital

WACC Calculation

Comparable Companies Unlevered Beta

Target Capital Structure

Market

Marginal

Unlevered

Equity

Tax Rate

Beta

16.3%

Equity-to-Total Capitalization

83.7%

Cost of Debt
Cost of Debt
Tax Rate
After-tax Cost of Debt

Best Buy Co, Inc
Staples Inc
Williams-Sonoma Inc

1.7%
40.0%
1.0%

Dixons Retail Plc
Gamestop Corporation
Office Depot Inc

1.37
1.29
0.86
1.04
0.90
1.52

Average

1.12

12.1%

1.01

2.73%

Median

1.04

18.3%

0.91

Market Risk Premium
Levered Beta

7.25%
1.01

Best Buy Co., Inc. Relevered Beta

Cost of Equity

10.1%

1

Risk-free Rate

2

Levered Beta Value of Debt Value of Equity

Debt/

Debt-to-Total Capitalization

Cost of Equity

Company

Market

$1,669.0
1973.5
3.8
546.7
0.0
495.2

$8,574.1
8,517.4
5,184.4
2,878.2
4,124.0
2,708.3

19.5%
23.2%
0.1%
19.0%
0.0%
18.3%

40.0%
35.0%
35.0%
24.0%
35.0%
0.0%

1.23
1.12
0.86
0.91
0.90
1.29

8.6%

Relevered Beta

Target

Target

Debt/

Marginal

Relevered

Beta
WACC

Mean
Unlevered

Equity

Tax Rate

Beta

0.91

19.5%

40.0%

1.01

1 Note: 10-year treasury rate, sourced from treasury.gov on 2/19/2014
2 Note: Obtained from Ibbotson SBI Valuation Yearbook

24
Appendix B: Leveraged Buyout Debt Payment Schedule
Senior debt
Beginning balance
Discretionary (paydown) / borrowings
Ending balance

$4,644.6
(455.9)
$4,188.6

$4,188.6
(538.1)
$3,650.5

$3,650.5
(626.2)
$3,024.3

$3,024.3
(720.6)
$2,303.7

$2,303.7
(821.6)
$1,482.1

$1,482.1
(929.6)
$552.5

$552.5
(552.5)
$0.0

$0.0
0.0
$0.0

Average balance
Interest rate
Interest expense

$4,416.6
5.0%
$220.8

$3,919.6
5.0%
$196.0

$3,337.4
5.0%
$166.9

$2,664.0
5.0%
$133.2

$1,892.9
5.0%
$94.6

$1,017.3
5.0%
$50.9

$276.3
5.0%
$13.8

$0.0
5.0%
$0.0

Subordinated debt
Beginning balance
Scheduled (paydown) / borrowings
Ending balance

$2,786.8
0.0
$2,786.8

$2,786.8
0.0
$2,786.8

$2,786.8
0.0
$2,786.8

$2,786.8
0.0
$2,786.8

$2,786.8
0.0
$2,786.8

$2,786.8
0.0
$2,786.8

$2,786.8
(494.8)
$2,291.9

$2,291.9
(1,178.4)
$1,113.5

Average balance
Interest rate
Interest expense

$2,786.8
6.5%
$181.1

$2,786.8
6.5%
$181.1

$2,786.8
6.5%
$181.1

$2,786.8
6.5%
$181.1

$2,786.8
6.5%
$181.1

$2,786.8
6.5%
$181.1

$2,539.3
6.5%
$165.1

$1,702.7
6.5%
$110.7

Cash
Beginning balance
PLUS: Excess cash flow
Ending balance

$250.0
0.0
$250.0

$250.0
0.0
$250.0

$250.0
0.0
$250.0

$250.0
0.0
$250.0

$250.0
0.0
$250.0

$250.0
0.0
$250.0

$250.0
0.0
$250.0

$250.0
0.0
$250.0

Average balance
Interest rate
Interest (income)

$250.0
1.2%
($3.0)

$250.0
1.2%
($3.0)

$250.0
1.2%
($3.0)

$250.0
1.2%
($3.0)

$250.0
1.2%
($3.0)

$250.0
1.2%
($3.0)

$250.0
1.2%
($3.0)

$250.0
1.2%
($3.0)

Interest Expense (net)
Senior Debt
Subordinated Debt
Cash
Interest expense (net)

220.8
181.1
(3.0)
$399.0

196.0
181.1
(3.0)
$374.1

166.9
181.1
(3.0)
$345.0

133.2
181.1
(3.0)
$311.3

94.6
181.1
(3.0)
$272.8

50.9
181.1
(3.0)
$229.0

13.8
165.1
(3.0)
$175.9

0.0
110.7
(3.0)
$107.7

25
Appendix C: Best Buy Co., Inc., Discounted Cash Flow Analysis Sensitivities

Implied Perpetuity Growth Rate

Total Equity Value

Terminal EBITDA Multiple

Terminal EBITDA Multiple

Discount

7.6%

3.5x
(1.5%)

4.0x
(0.5%)

4.5x
0.4%

Discount

7.6%

3.5x
$8,921.1

4.0x
$9,738.2

4.5x
$10,555.4

Rate

8.6%

(0.6%)

0.5%

1.3%

Rate

8.6%

8,588.5

9,368.7

10,148.9

(WACC)

9.6%

0.3%

1.4%

2.2%

(WACC)

9.6%

8,272.9

9,018.1

9,763.3

Total Enterprise Value

Total Equity Value

Terminal Perpetuity Growth Rate
2.0%
2.5%
3.0%
Discount

7.6%

$12,351.8

$13,350.0

$14,565.2

Rate

8.6%

10,445.2

11,127.6

(WACC)

9.6%

9,041.2

9,532.0

Terminal Perpetuity Growth Rate
2.0%
2.5%
3.0%
Discount

7.6%

$12,852.8

$13,851.0

$15,066.2

11,931.8

Rate

8.6%

10,946.2

11,628.6

12,432.8

10,097.2

(WACC)

9.6%

9,542.2

10,033.0

10,598.2

Implied Terminal EBITDA Multiple

Total Price Per Share

Terminal Perpetuity Growth Rate
2.0%
2.5%
3.0%
Discount

7.6%

5.9x

6.5x

7.3x

Rate

8.6%

5.0x

5.4x

(WACC)

9.6%

4.4x

4.7x

Terminal Perpetuity Growth Rate
2.0%
2.5%
3.0%
Discount

7.6%

$36.84

$39.70

$43.18

6.0x

Rate

8.6%

31.37

33.33

35.63

5.1x

(WACC)

9.6%

27.35

28.76

30.38

26

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Best Buy Pitchbook

  • 1. Best Buy Co., Inc. Strategic Opportunities Discussion Materials | February 21, 2014 1
  • 2. LSP Capital Partners  Robert J. Liu  Indiana University, Kelley School of Business, 2017  Majors: Accounting, Finance & Mathematics  Clayton R. Stoker  Indiana University, Kelley School of Business, 2017  Majors: Accounting & Finance  Jacob J. Pechukas  Indiana University, Kelley School of Business, 2017  Majors: Accounting & Finance 2
  • 3. Table of Contents I. Executive Summary 4 II. Specialty Retail & Consumer Electronics Industry 6 III. Best Buy Overview 9 IV. Valuation Summary 12 V. 16 Sale to Another Sponsor VI. Appendix 23 3
  • 5. Executive Summary  Overview LSP Capital Partners recommends that Best Buy’s shareholders and board agree to a buyout by a consortium of private equity firms By going private, Best Buy will be able to fix its underlying problems without the pressure of immediate returns hanging above the company  Best Buy is one of the last big box retailers with approximately 1,100 locations across America  The company is currently in the process of making the transition from a traditional brick and mortar electronics retailer into a diversified multiplatform vendor, but is running into issues competing against low cost and online retailers due to a previously bloated infrastructure and a weak online presence  Current Positioning  In the fourth quarter of 2013, Best Buy took market share at cost. Black Friday weekend sales were satisfactory but were weakened due to weather and a late holiday season  During the first few weeks in December Best Buy took huge hits due to irrational price competition across the industry as a whole  Online sales jumped 23.5% over the last year due to shifting consumer trends. Best Buy is poised to capitalize on the trend of increasing online sales if it is able to improve its online presence and supply chain  Strategic Alternatives Assessment  Wall Street seems to believe that EPS is the best indicator of future success but Best Buy’s transformation will take more than a few quarters, therefore LSP Capital Partners believes an LBO would allow Best Buy to reorganize itself to better position itself for many years to come  Given Best Buy’s cash generation capabilities, a transaction financed primarily through debt could provide exceptional returns to its financial sponsors  Shareholders wanting to exit this investment due to its recent earnings report may be motivated to accept a takeover bid at premium to cut their losses  Recommendations  The transaction will be structured with cash and debt  Due to the transaction size, LSP Capital Partners suggests that a syndicate of private equity firms work together to finance the buyout 5
  • 6. II. Specialty Retail & Consumer Electronics Industry 6
  • 7. Macroeconomic Landscape   Consumer spending recorded its strongest gain in three years in the fourth quarter of 2013, but a decrease in January 2014 was most likely the result of cold weather or potentially a sign of limited consumer spending growth in the second half of 2014  Unemployment, the strongest driver of consumer spending has been steadily decreasing over the past four years, driving up spending but a reversal in the rate could weaken the economy and retail industry as a whole  11 The increase in consumer confidence in the economy as a whole has been driving up retail sales and could lead to stronger spending as we progress through 2014  Macroeconomic trends have shown steady signs of improvement which bodes well for the industry as a whole, however a reversal could potentially cause issues in the future 10-year treasury bonds rose to a 2.65%, a 2 week high, after Federal Reserve Chair Janet Yellen signaled that the Fed would continue to taper its bond buying program despite recent mediocre economic data Over the past year, banks are opening up lines of credit more freely to sub-prime borrowers in all areas but housing which can lead to short term spending increases and could provide a tailwind to retail sales US Unemployment Rate 10 90.0 Consumer Sentiment Index 85.0 80.0 9 8 7 75.0 70.0 65.0 60.0 6 5 Source: Federal Reserve Bank of Saint Louis 55.0 Fear regarding the nation’s debt ceiling drove the index to a two year low 50.0 Source: Federal Reserve Bank of Saint Louis 7
  • 8. Industry Outlook  The United States consumer electronics market is forecast to have a value of $121.8 billion by 2017, an increase of 32.9% since 2012 Consumer Electronics  Growth in 2014 is expected to be modest but exceeding that of 2013 due to new growth drivers and product lines. Drivers include but are not limited to: new video game consoles, video games, wearable, and smart TVs. Smartphones and tables expected to continue growing but at a lesser rate than previous years  China is continuing to see growth in consumer electronics as a product of the burgeoning middle class purchasing an increased amount of discretionary items such as electronics  Even price-conscious customers seek an acceptable level of customer service from knowledgeable employees, especially when purchasing big ticket items such as high-tech consumer electronics  Electronics retailers have began to outsource the production of TVs, MP3 players, and other products to low-cost Chinese manufacturers and then sell them under their own private label brand. This has allowed retailers to better compete with low cost competitors such as Wal-Mart  The United States consumer electronics market is forecasted to have a value of $121.8 billion by 2017, an increase of 32.9% since 2012  Specialty Retailers Brick and mortar retailers have began to notice increasing popularity of online sales and mobile and have began to focus their strategy more on this growing trend Online sales as a percentage of total retail sales was 5.2% in 2012, and is expected to grow to 10-15% Increased competition from online and low cost competitors has forced Specialty Retailers to differentiate themselves through services to attract customers from purchasing in store Social media has show increasing popularity among specialty retailers due to the opportunity for low-cost marketing and promotion Retailers have began to seek new opportunities for growth overseas due to the saturated growth in the US retail market      U.S. Retail E-commerce Sales as a Percentage of Total Sales Best Buy US E-commerce Sales as Percentage Of Total Sales 7.00% Online sales are projected to rise at a CAGR of almost 9% between 2013 and 2017 7.00% 6.00% 6.00% 5.78% 5.00% 5.15% 4.00% 3.00% 4.30% 3.40% 3.60% 4.65% 5.78% 5.00% 5.15% 4.00% 3.85% 3.00% 2.00% 3.40% 3.60% 4.65% 3.85% 2.00% 1.00% 4.30% 1.00% 0.00% 0.00% 2007 Source: BBY 10-K 2008 2009 2010 2011 2012 2013 2007 2008 2009 2010 2011 2012 2013 Source: Census Bureau of the Department of Commerce 8
  • 9. III. Best Buy Overview 9
  • 10. Challenges Facing Best Buy  Overview  Best Buy’s previous cost cutting has been effective, however not been fast enough to keep up with the streamlined corporations such as Amazon and Wal-Mart  Best Buy has poor customer loyalty, primarily due to the low quality of customer service and a lack of incentives to keep coming back  Large databases of customer information are not being used effectively to attract customers into the store  E-commerce site is inefficient and confusing when compared to main competitors, AMZN and WMT Poor customer retention, a weak online presence, and an inefficient distribution network are the  Customer Loyalty three top challenges  Lack of integration of customer databases is plaguing Best Buy BBY Closing Prices 50 45 Closing Price (in dollars) unacceptable info of consumer preferences and purchase history  Many Geek Squad users did not buy their product through BBY  Little to no rewards system in place; leaves customers feeling as if there is not a point to being loyal to BBY  Online Presence  70% of customers begin purchases online (whether to buy or browse); does very little to track website traffic on per-customer basis  Website is confusing and inefficient and is where a majority of the market share is lost  Distribution  BBY delivery time: 7 days  AMZN delivery time: 2 days  Stores are not being utilized as distribution centers even though a majority of the stores have the items ordered in-stock  Weak supply chain makes the cost of open box returns extremely high 40 35 30 25 20 15 10 5 0 1/2/2013 4/2/2013 7/2/2013 10/2/2013 1/2/2014 Source: Bloomberg 10
  • 11. Opportunities and Growth Drivers Assuming BBY makes changes to the problems they currently face, they can foresee moderate growth in the future – however the company will have to suffer through losses in order to fully fix the issues  Current Opportunities  International Sector: India and China  Partnerships with “enemies” of Amazon, such as Google, which would help improve service/distribution  Partnerships with vendors could potentially limit the supply of consumer products, especially electronics, and eliminate price competitiveness between BBY and WMT & AMZN  Current Growth Drivers  Rate of cost reductions in restructuring supply chains for returns and delivery, having marketing on the same page as merchandising, and merchandising by seasonal drivers  High market shares show that customers value BBY products and services  Vendor partnerships: BBY is final brick and mortar store for consumer electronics  Bottom Line  Improve customer retention via improved service, website, and stronger integration of customer databases  Establish partnerships to better control market and improve distribution  Continue cost cutting efforts by eliminating bloated infrastructure Percentage of Sales by Region 0.47% Gross Profit (in millions) 3.49% Gross Profit 14000 10.69% 11.39% 73.96% 13000 12000 11000 10000 9000 8000 United States Europe Source: Credit Suisse Equity Research Report Canada China Other 2011 2012 2013 2014 Year 2015 2016 2017 Source: Best Buy 10-Q 11
  • 13. Best Buy Co., Inc. Valuation Summary ($ in millions, except for share price) By running four valuation models, a target of 4.1x LTM EBITDA multiple is derived as the mean A 4.1x multiple results in a total purchase price of $9,711 million, using Best Buy’s LTM EBITDA Current Valuation: $8,068 Current Share Price: $24.89 52 Week Trading Range: Implied EV/EBITDA of 2.1x-6.3x Mean Valuation: $9,711 Implied EV/EBITDA: 4.1x $14,909 ($44.66) $4,906 ($15.75) Comparable Companies Analysis: Implied EV/EBITDA of 4.0x-5.0x $11,880 $9,504 Discounted Cash Flow Analysis: Implied EV/EBITDA of 3.5x-4.5x $7,865 Leveraged Buyout Analysis: Implied EV/EBITDA of 3.8x-4.3x $9,376 $9,029 $4,000 $6,000 $8,000 $10,217 $10,000 $12,000 $14,000 $16,000 13
  • 14. Comparable Companies Analysis Company Name Best Buy Co., Inc. Staples Inc. Williams-Sonoma Inc. Dixons Retail PLC Gamestop Corp. Office Depot Inc. Ticker Closing Price % of 52 Wk High BBY $25.0 56% $8,574 $8,075 0.2x SPLS WSM DXNS GME ODP $13.1 $54.6 $48.4 $36.1 $5.2 76% 89% 91% 63% 85% $8,517 $5,184 $2,878 $4,124 $2,708 $9,108 $5,059 $2,623 $3,475 $2,682 0.4x 1.2x 0.2x 0.4x 0.3x $8,574 $2,708 $5,331 $4,654 $9,108 $2,623 $5,170 $4,267 $35,435 $245,239 $164,118 $245,239 $2,708 $52,975 $8,517 High Low Mean Median Target Corp. Wal-Mart Stores Inc. Amazon.com Inc. TGT WMT AMZN High Low Mean Median EBITDA LTM 2013A 2014E Metric $2,376 $2,402 $2,072 $56.4 $75.3 $353.7 77% 93% 87% Equity Value Enterprise Value LTM Multiple Range 4.0x-5.0x 3.1x-4.1x 4.0x-5.0x EV/Revenue 2013A 2014E EBITDA Margin EBIT Margin 2.5x 3.7x 5.3% 3.6% 4.8x 7.0x 3.3x 3.0x 5.4x 5.0x 7.5x 5.2x 3.8x 5.0x 7.8% 13.7% 3.9% 10.5% 2.4% 5.9% 10.3% 2.2% 7.1% 0.5% 10.6x 3.4x 6.1x 5.0x 7.0x 2.5x 4.3x 4.1x 7.5x 3.7x 5.0x 5.0x 13.7% 2.4% 7.3% 6.6% 10.3% 0.5% 4.9% 4.7% 0.7x 0.6x 1.7x 7.4x 8.2x 38.7x 7.7x 8.0x 44.4x 7.3x 7.6x 23.1x 9.1% 7.8% 5.4% 6.1% 5.9% 1.0% 2.0x 0.2x 0.8x 0.6x 38.7x 3.4x 10.1x 7.4x 44.4x 2.5x 9.6x 5.4x 23.1x 3.7x 7.6x 5.2x 13.7% 2.4% 7.3% 7.8% 10.3% 0.5% 4.7% 5.9% 2014E LTM 0.1x 0.2x 3.4x 0.4x 1.0x 0.1x 0.3x 0.1x 0.4x 1.1x 0.2x 0.3x 2.0x 4.9x 8.5x 5.2x 3.7x 10.6x 1.2x 0.2x 0.4x 0.3x 1.0x 0.1x 0.3x 0.2x 2.0x 0.2x 0.7x 0.4x $49,516 $303,454 $154,862 0.7x 0.6x 2.1x 0.8x 0.6x 1.9x $303,454 $2,623 $59,873 $8,075 2.1x 0.2x 0.7x 0.4x 1.9x 0.1x 0.6x 0.4x EV/EBITDA 2013A Implied Enterprise Value $9,504 - $11,880 $7,446 - $9,848 $8,288 - $10,360 Revenue LTM 2013A 2014E Metric $44,753 $49,621 $42,659 Multiple Range 0.25x-0.30x 0.15x-0.20x 0.35x-0.40x Implied Enterprise Value $11,188 - $13,426 $7,443 - $9,924 $14,931 - $17,064 14
  • 15. Best Buy Co., Inc., Discounted Cash Flow Analysis Historical Period CAGR 2011A 2012A $49,747.0 N/A 36,229.0 72.8% 13518.0 27.2% 10,029.0 20.2% $50,705.0 1.9% 37,035.0 73.0% 13670.0 27.0% 10,242.0 20.2% EBITDA 3,489.0 3,428.0 % Margin Less: D&A D&A as a % of Capital Expenditures 7.0% (968.0) 130.1% 6.8% (1,078.0) 140.7% EBIT Less: Provision for Taxes EBIAT $2,521.0 (779.0) $1,742.0 $2,350.0 (709.0) $1,641.0 Plus: D&A Less: Capital Expenditures Less: Increase in Net Working Capital Unlevered Free Cash Flow 968.0 (744.0) (222.0) $1,744.0 1,078.0 (766.0) 368.0 $2,321.0 Sales/Revenue Revenue Growth Less: COGS (excluding D&A) % Sales Gross Profit % Margin Selling, General, & Administrative % Sales ('10-'12) 1.0% Projection Period 2013 2014E 2015E 2016E CAGR 2017E 2013-2017 (0.9%) (3.5%) (2.9%) $43,776.5 2.5% 32,832.4 75.0% 10944.1 25.0% 8,755.3 20.0% $44,871.0 2.5% 33,653.2 75.0% 11217.7 25.0% 8,974.2 20.0% $45,992.7 2.5% 34,494.5 75.0% 11498.2 25.0% 9,198.5 20.0% $47,142.5 2.5% 35,356.9 75.0% 11785.6 25.0% 9,428.5 20.0% 2.5% 1,857.8 2,188.8 2,243.5 2,299.6 2,357.1 6.1% 4.4% (667.5) 89.0% 0.6% $42,708.8 (15.8%) 33,163.4 77.7% 9545.4 22.4% 7,687.6 18.0% 5.0% (750.00) 100.0% 5.0% (750.00) 100.0% 5.0% (750.00) 100.0% 5.0% (750.00) 100.0% $1,190.3 (476.1) $714.2 $1,438.8 (575.5) $863.3 $1,493.5 (597.4) $896.1 $1,549.6 (619.9) $929.8 $1,607.1 (642.9) $964.3 667.5 (750.0) (100.0) $531.7 750.0 (750.0) (200.0) $663.3 750.0 (750.0) (200.0) $696.1 750.0 (750.0) (200.0) $729.8 750.0 (750.0) (200.0) $764.3 7.8% 7.8% 9.5% Financial Assumptions Tax Rate 40.0% Net Debt (mm) ($501.0) Shares (mm) Total Price Per Share Total Enterprise Value Terminal EBITDA Multiple Terminal EBITDA Multiple Discount 7.6% 3.5x $8,420.1 4.0x $9,237.2 348.9 4.5x $10,054.4 Discount 7.6% 3.5x $25.57 8.6% 24.62 26.85 29.09 9.6% 23.71 25.85 27.98 Rate 8.6% 8,087.5 8,867.7 9,647.9 Rate (WACC) 9.6% 7,771.9 8,517.1 9,262.3 (WACC) 4.0x $27.91 4.5x $30.25 15
  • 16. V. Sale to Another Sponsor 16
  • 17. Leveraged Buyout Analysis: Overview Transaction Assumptions Current Share Price Offer Price Premium Offer Price Per Share Target Diluted Shares Outstanding Offer Value + Long-Term Debt (Including CPLTD) + Preferred + Minority Interest - Cash & Equivalents Transaction Value $250.0 2.50x 1.50x $24.8 20.0% $29.7 348.9 $10,374.9 1,624.0 0.0 2.0 (2,170.0) $9,830.9 Minimum cash level Senior debt / EBITDA Subordinated debt / EBITDA Transaction Multiples Transaction Value / Sales Transaction Value / EBITDA Transaction Value / EBIT Pro Forma 0.23x 5.3x 8.3x Sources Cash Senior debt Subordinated debt Sponsor's equity Total sources Amount $1,920.0 4,644.6 2,786.8 2,751.3 $12,102.6 Percent 15.9% 38.4% 23.0% 22.7% 100.0% Uses Purchase of equity Refinancing of existing debt Transaction expenses Total uses Amount $10,374.9 1,624.0 103.7 $12,102.6 Percent 85.7% 13.4% 1.0% 100.1% 2018 19.0% 25.7% 31.6% 2019 20.0% 24.7% 28.7% IRR Returns EBITDA exit multiple 3.8x 4.3x 4.8x 2017 16.1% 26.7% 35.9% 17
  • 18. Leveraged Buyout Analysis: Cash Flow and Returns Analysis Free cash flow for debt paydown Scheduled (paydown) / borrowings Cash flow available for debt sweep Discretionary (paydown) / borrowings Excess cash flow 2014 $455.9 0.0 455.9 (455.9) $0.0 2015 $538.1 0.0 538.1 (538.1) $0.0 2016 $626.2 0.0 626.2 (626.2) $0.0 Projected Years 2017 2018 $720.6 $821.6 0.0 0.0 720.6 821.6 (720.6) (821.6) $0.0 $0.0 2019 $929.6 0.0 929.6 (929.6) $0.0 2020 $1,047.3 0.0 1,047.3 (1,047.3) $0.0 2021 $1,178.4 0.0 1,178.4 (1,178.4) $0.0 2019 $2,861.7 2020 $3,004.8 2021 $3,155.0 Returns Analysis - EBITDA Exit Multiple Method Initial investment: $2,751.3 2014 $2,242.2 EBITDA Implied enterprise value @ EBITDA multiple of: 3.8x 4.3x 4.8x 2015 $2,354.3 2016 $2,472.0 Projected Years 2018 2017 $2,725.4 $2,595.6 Implied equity value @ EBITDA multiple of: 3.8x 4.3x 4.8x $8,946.4 $10,123.6 $11,300.8 $9,393.8 $10,629.8 $11,865.8 $9,863.4 $11,161.3 $12,459.1 $10,356.6 $11,719.3 $13,082.0 $10,874.4 $12,305.3 $13,736.1 $11,418.2 $12,920.6 $14,422.9 $11,989.1 $13,566.6 $15,144.1 $7,431.33 250.0 LESS: Debt PLUS: Cash $8,520.4 $9,641.5 $10,762.6 $6,975.39 250.0 $6,437.26 250.0 $5,811.05 250.0 $5,090.46 250.0 $4,268.88 250.0 $3,339.27 250.0 $2,291.92 250.0 $1,339.1 $2,460.2 $3,581.3 $2,221.0 $3,398.2 $4,575.4 $3,206.5 $4,442.5 $5,678.5 $4,302.4 $5,600.2 $6,898.0 $5,516.1 $6,878.9 $8,241.6 $6,855.6 $8,286.4 $9,717.3 $8,328.9 $9,831.3 $11,333.7 $9,947.2 $11,524.7 $13,102.2 8.0% 27.1% 43.7% 16.1% 26.7% 35.9% 19.0% 25.7% 31.6% 20.0% 24.7% 28.7% 20.3% 23.6% 26.6% 20.2% 22.7% 25.0% Equity return @ EBITDA multiple of: 3.8x 4.3x 4.8x (19.3%) 23.5% 66.3% 18
  • 19. Leveraged Buyout Analysis: Debt and Credit Analysis Credit Statistics Debt / EBITDA EBITDA / Interest (net) Debt Repayment Cumulative free cash flow Delevering - Senior debt Delevering - Total debt Pro Forma 4.0x 1.6x 2014 3.1x 1.5x 2015 2.7x 1.5x Year 3 $1,620.3 34.9% 21.8% Year 4 $2,340.9 50.4% 31.5% Year 5 $3,162.5 68.1% 42.6% Offer price premium 12.0% 14.0% 16.0% 18.0% 20.0% 22.0% 24.0% 26.0% 28.0% IRR Returns 2017 2018 26.7% 25.7% 39.7% 35.3% 36.0% 32.6% 32.6% 30.1% 29.5% 27.8% 26.7% 25.7% 24.2% 23.8% 21.8% 22.0% 19.6% 20.4% 17.5% 18.8% 2019 24.7% 32.2% 30.1% 28.1% 26.3% 24.7% 23.1% 21.7% 20.4% 19.2% 19
  • 20. Potential Financial Sponsors LSP Capital Partners views these eight private equity firms as the most capable to lever BBY All firms listed have had prior investments dealing with: distribution, information technologies, and/or consumer retail The most efficient way to lever BBY would be a consortium of two to three firms listed, consisting of at least one top tier firms listed at the uppermost table Total Assets (M) $66,000.00 $48,000.00 Typical Industries Retail, Consumer Consumer/Retail, Media, Telecom, Industrials Previous Investments Staples Neiman Marcus, Petco, Paradyne Total Assets (M) $6,925.00 $5,000.00 Distribution and Retail Business Services, Consumer Goods and Services, Tech Distribution Lytx, ECI Software Solutions, CSSN Checkers Drive-In Resurants Inc. Typical Industies Previous B&M Retail, David's Bridal Investments $40,370.00 Chemicals, Consumer Products, Retail, Tech Del Monte, The Nielsen Company B.V., Toys R Us $2,000.00 $31,567.00 Consumer and Retail, automotive, real estate The Nielsen Company B.V. $8,000.00 Consumer Goods and Services, Communications, Agriculture, Chemicals, Oreck Corporation, Caribbean Reasturants Inc., El Pollo Loco 20
  • 21. Key Risks of the Business Best Buy, although has many internal changes to make, has been put in their current situation because of external factors Once Best Buy fixes itself internally, in terms of service and operations, these risks will still remain to Best Buy and other similar retailers • Online Retailers Low-cost Retailers Consumer Electronics Trends • • Online retailers such as Newegg and Amazon are service-oriented online retailers with highly integrated information systems regarding their customers Majority of BBY’s market share is lost to online retailers A standardized internet sales tax would hurt Best Buy’s current efforts in upgrading their e-commerce site more so than its competitors who already hold much of the online market segment and would cause drastic changes to their marketing and merchandising efforts • • • • • • • Low-cost retailers like Wal-Mart compete with large retailers because of their extremely low prices In order to reduce price competitiveness, Best Buy would need to form strong partnerships with its vendors to help limit the supply going to other retailers Wal-Mart is run and founded on a low-cost business model – a company like Best Buy trying to compete with them based on the price would only cause them to lose potential profits Saturated growth in tablet and smartphone markets – likely to see growth and adoption rates decline Best Buy’s private label brand may be outperformed by other brands Transition from premium smartphones and tablets to low-margin substitutes Weak macroeconomic environment forcing consumers to cut back heavily on spending for discretionary items Percentage of Cell Phones by Operating System 100.00% Although trends show that smartphone adoption was very rapid, soon it will begin to slow as the consumer market begins to saturate 80.00% Windows 60.00% BlackBerry 40.00% Android 20.00% Apple 0.00% 2011 2012 2013 Source: Pew Research Center 21
  • 22. Strategic M&A Weaknesses Dixons Retail is based out of Europe, where Best Buy is currently not even a top market share holder and is currently reducing operations in Europe. HH Gregg, although has done very well in recent years, is still too small and would not have enough capital to acquire a large retailer such as Best Buy Global Retail M&A Activity 600 160000 140000 500 120000 400 100000 300 80000 60000 200 40000 100 20000 0 0 2007 2008 2009 2010 Number Of Deals 2011 2012 2013 Value Of Deals(US$m) Newegg is far to small to be able to acquire the needed capital to purchase Best Buy. Even though Newegg has a successful website, this would not solve Best Buys operational issues A strategic M&A would not allow Best Buy to fix its main operational problems which have caused the gross profit to decline the past few years. Due to its size, there may be no interest in a merger or acquisition especially with the trend of decreased transaction size shown on the graph to the right. It is very unlikely that Best Buy would benefit from any Synergies as no potential buyers would help solve Best Buy’s internal operational issues outlined below.  Service Changes  Increase customer loyalty by focusing more on customer service, both in-store and on-line  Initiate rewards programs which will increase customer retention and create barriers for companies such as Amazon and Wal-Mart to acquire customers from Best Buy’s market share  Restructure website to make more user-friendly, track customer purchase and browsing history  Operational Changes  Integrate all individual databases on customer information to better tailor to the customer and purchasing drivers  Speed up distribution  Turning stores from brick and mortar retailers to both retail stores and distribution centers to reach customers faster and further improve their customer relationships  Lack of vendor relationships which, in turn, increases price competitiveness in the market with major adversaries like Amazon and Wal-Mart Source: Thomson One 22
  • 24. Appendix A: Best Buy Co., Inc.,: Weighted Average Cost of Capital WACC Calculation Comparable Companies Unlevered Beta Target Capital Structure Market Marginal Unlevered Equity Tax Rate Beta 16.3% Equity-to-Total Capitalization 83.7% Cost of Debt Cost of Debt Tax Rate After-tax Cost of Debt Best Buy Co, Inc Staples Inc Williams-Sonoma Inc 1.7% 40.0% 1.0% Dixons Retail Plc Gamestop Corporation Office Depot Inc 1.37 1.29 0.86 1.04 0.90 1.52 Average 1.12 12.1% 1.01 2.73% Median 1.04 18.3% 0.91 Market Risk Premium Levered Beta 7.25% 1.01 Best Buy Co., Inc. Relevered Beta Cost of Equity 10.1% 1 Risk-free Rate 2 Levered Beta Value of Debt Value of Equity Debt/ Debt-to-Total Capitalization Cost of Equity Company Market $1,669.0 1973.5 3.8 546.7 0.0 495.2 $8,574.1 8,517.4 5,184.4 2,878.2 4,124.0 2,708.3 19.5% 23.2% 0.1% 19.0% 0.0% 18.3% 40.0% 35.0% 35.0% 24.0% 35.0% 0.0% 1.23 1.12 0.86 0.91 0.90 1.29 8.6% Relevered Beta Target Target Debt/ Marginal Relevered Beta WACC Mean Unlevered Equity Tax Rate Beta 0.91 19.5% 40.0% 1.01 1 Note: 10-year treasury rate, sourced from treasury.gov on 2/19/2014 2 Note: Obtained from Ibbotson SBI Valuation Yearbook 24
  • 25. Appendix B: Leveraged Buyout Debt Payment Schedule Senior debt Beginning balance Discretionary (paydown) / borrowings Ending balance $4,644.6 (455.9) $4,188.6 $4,188.6 (538.1) $3,650.5 $3,650.5 (626.2) $3,024.3 $3,024.3 (720.6) $2,303.7 $2,303.7 (821.6) $1,482.1 $1,482.1 (929.6) $552.5 $552.5 (552.5) $0.0 $0.0 0.0 $0.0 Average balance Interest rate Interest expense $4,416.6 5.0% $220.8 $3,919.6 5.0% $196.0 $3,337.4 5.0% $166.9 $2,664.0 5.0% $133.2 $1,892.9 5.0% $94.6 $1,017.3 5.0% $50.9 $276.3 5.0% $13.8 $0.0 5.0% $0.0 Subordinated debt Beginning balance Scheduled (paydown) / borrowings Ending balance $2,786.8 0.0 $2,786.8 $2,786.8 0.0 $2,786.8 $2,786.8 0.0 $2,786.8 $2,786.8 0.0 $2,786.8 $2,786.8 0.0 $2,786.8 $2,786.8 0.0 $2,786.8 $2,786.8 (494.8) $2,291.9 $2,291.9 (1,178.4) $1,113.5 Average balance Interest rate Interest expense $2,786.8 6.5% $181.1 $2,786.8 6.5% $181.1 $2,786.8 6.5% $181.1 $2,786.8 6.5% $181.1 $2,786.8 6.5% $181.1 $2,786.8 6.5% $181.1 $2,539.3 6.5% $165.1 $1,702.7 6.5% $110.7 Cash Beginning balance PLUS: Excess cash flow Ending balance $250.0 0.0 $250.0 $250.0 0.0 $250.0 $250.0 0.0 $250.0 $250.0 0.0 $250.0 $250.0 0.0 $250.0 $250.0 0.0 $250.0 $250.0 0.0 $250.0 $250.0 0.0 $250.0 Average balance Interest rate Interest (income) $250.0 1.2% ($3.0) $250.0 1.2% ($3.0) $250.0 1.2% ($3.0) $250.0 1.2% ($3.0) $250.0 1.2% ($3.0) $250.0 1.2% ($3.0) $250.0 1.2% ($3.0) $250.0 1.2% ($3.0) Interest Expense (net) Senior Debt Subordinated Debt Cash Interest expense (net) 220.8 181.1 (3.0) $399.0 196.0 181.1 (3.0) $374.1 166.9 181.1 (3.0) $345.0 133.2 181.1 (3.0) $311.3 94.6 181.1 (3.0) $272.8 50.9 181.1 (3.0) $229.0 13.8 165.1 (3.0) $175.9 0.0 110.7 (3.0) $107.7 25
  • 26. Appendix C: Best Buy Co., Inc., Discounted Cash Flow Analysis Sensitivities Implied Perpetuity Growth Rate Total Equity Value Terminal EBITDA Multiple Terminal EBITDA Multiple Discount 7.6% 3.5x (1.5%) 4.0x (0.5%) 4.5x 0.4% Discount 7.6% 3.5x $8,921.1 4.0x $9,738.2 4.5x $10,555.4 Rate 8.6% (0.6%) 0.5% 1.3% Rate 8.6% 8,588.5 9,368.7 10,148.9 (WACC) 9.6% 0.3% 1.4% 2.2% (WACC) 9.6% 8,272.9 9,018.1 9,763.3 Total Enterprise Value Total Equity Value Terminal Perpetuity Growth Rate 2.0% 2.5% 3.0% Discount 7.6% $12,351.8 $13,350.0 $14,565.2 Rate 8.6% 10,445.2 11,127.6 (WACC) 9.6% 9,041.2 9,532.0 Terminal Perpetuity Growth Rate 2.0% 2.5% 3.0% Discount 7.6% $12,852.8 $13,851.0 $15,066.2 11,931.8 Rate 8.6% 10,946.2 11,628.6 12,432.8 10,097.2 (WACC) 9.6% 9,542.2 10,033.0 10,598.2 Implied Terminal EBITDA Multiple Total Price Per Share Terminal Perpetuity Growth Rate 2.0% 2.5% 3.0% Discount 7.6% 5.9x 6.5x 7.3x Rate 8.6% 5.0x 5.4x (WACC) 9.6% 4.4x 4.7x Terminal Perpetuity Growth Rate 2.0% 2.5% 3.0% Discount 7.6% $36.84 $39.70 $43.18 6.0x Rate 8.6% 31.37 33.33 35.63 5.1x (WACC) 9.6% 27.35 28.76 30.38 26