Allen,
> Thoma-Cressy-Bravo is a private equity firm that purchased Embarcadero, > which was a public company, several years ago and took it private. TCB > (http://www.tcb.com/) and Embarcadero then went looking for another > company to "blend" into the the portfolio with EMBT. That was about the > time that CodeGear was still being shopped around. They looked like a > good match with very little overlap in similar markets. So TCB ponied > up more $$ and purchased CodeGear from Borland and then "assigned" the > asset to Embarcadero. > > When a PE firm does this kind of transaction, they represent a > consortium of many investors who give them $$ to invest. Generally, > they don't use all their $$ for one investment. They only put in what > they feel is an adequate amount of risk and will have the highest > return for their investors. The balance of the sale price is then taken > out in bank loans, with the company itself as collateral. These loans > are not put onto TCB's balance sheet, but are Embarcadero's to bear. > So, not only does the company have to pay back the investors, it also > on the hook to the banks that have also fronted a huge load of $$. Part > of the "terms" of the bank note is that the company must provide a > certain EBITDA (http://www.investopedia.com/terms/e/ebitda.asp) in > order for the bank to continue to provide "favorable" terms. This is > "normal" for many software firms in the industry. For instance, > AutomatedQA was purchased by another PE firm a couple years ago. > > Do not confuse this with venture capital, which has a whole different > set of common scenarios. PE investments are usually only done with > existing, stable, sometimes profitable, businesses or product lines. > VC, by contrast is way more gamble, gut feel, and like playing a game > of craps. VC can also pay off way more because the risk is way higher > too.
Thank you very much for your explanation and your clear words. I'm really surprised that you are allowed to give us so many details.
Thank you again.
-- Roman