Private Equity11 min read
Topco, Midco, Bidco: Why a Buyout Is Built as a Stack of Holding Companies — Structural Subordination, the Institutional Strip, and Where Sweet Equity Sits
A fund agrees to buy a business and then, before it pays for anything, incorporates three brand-new companies stacked on top of each other. The reason is not accountancy — it is where the debt attaches, where each class of capital sits, and why management can fund 1% of the equity and own 9% of the upside. Here is what Topco, Midco and Bidco each do, and why every buyout is built this way.
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