Employee buyouts: causes, structure, and consequences1The authors appreciate the helpful comments received from Edward Rice (the referee), Clifford Smith (the editor), Tom George, N.R. Prahbala, Greg Roth, Anil Shivdasani, Neil Sicherman, Luigi Zingales, the seminar participants at Harvard University, Michigan State University, the Universities of Georgia, Pittsburgh, and South Carolina, the 1994 Financial Management Association Meeting, the 1994 Western Finance Association Meeting, the research assistance of Rohan Christie-David, Andy Saporoschenko, Tom Smythe, and Cynthia McDonald.1
This paper investigates the motivations for and consequences of including a broad group of employees in leveraged buyouts by comparing employee buyouts (EBOs) to transactions where only top level managers participate, or management buyouts (MBOs). We examine the implications of including employees in a buyout from a labor contracting, financing, and management control point of view. A major finding is that employee participation helps to finance the buyout. The EBO allows firms to gain access to excess pension assets by converting employees' defined benefit pension capital into equity claims, thus freeing the excess assets in the pension plan to help fund the buyout. Also, employee participation substitutes equity claims for cash labor compensation costs and therefore allows the firm to borrow more than otherwise would be possible. There is also evidence consistent with managers including employees to maintain or enhance incumbent management's control.