Corporate Finance Basics - 2

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Corporate Finance Rem - II

description

An explanatory study of the basic principles involved with corporate finance.

Transcript of Corporate Finance Basics - 2

Corporate Finance Rem - II

Recap of notations

β€’ β𝐴- Beta of assets

β€’ β𝐸- Beta of equity

β€’ β𝐷 - Beta of debt

β€’ Ξ²π‘ˆ - Beta of equity in an unlevered firm

β€’ β𝐿 - Beta of equity in a levered firm

β€’ And the corresponding r notations indicating the required rates of return

β€’ V – Value of the firm

β€’ π‘‰π‘ˆ- Value of unlevered firm

β€’ 𝑉𝐿 - Value of levered firm

β€’ 𝑉𝐼𝑇𝑆 - Value of interest tax shelter

β€’ π‘‰π‘†π‘ˆπ΅ - Value of subsidy

09/03/2013 Beta Rem Series 2

What have we learned?

Learned how to calculate WACC and what different values of Ξ² mean. These have been briefly explained below.

β𝐴 is the risk associated with the operations of the business. This is related to the industry the firm is in.

When a firm is unlevered, right side has only equity and hence assets = equity and so are the risks associated with them.

So, β𝐴 = Ξ²π‘ˆ as per the notations in slide 2.

For finding β𝐸 in a levered firm (β𝐿), use MM propositions as shown in last presentation.

Once β𝐸 and β𝐷 are obtained, use them to find WACC.

In addition, π‘Ÿπ΄ = π‘Ÿπ· Γ— 𝐷

𝑉+ π‘ŸπΈ Γ—

𝐸

𝑉 when D/E is constant or there are no taxes (refer to CF

rem I)

WACC is only meaningful if D/V is constant, otherwise WACC changes every year.

09/03/2013 Beta Rem Series 3

Key equations used

β€’ 𝑉𝐿 = π‘‰π‘ˆ + 𝑉𝐼𝑇𝑆

β€’ β𝐴 Γ—π‘‰π‘ˆ

𝑉𝐿+ β𝐼𝑇𝑆 Γ—

𝑉𝐼𝑇𝑆

𝑉𝐿= β𝐷 Γ—

𝐷

𝑉𝐿+ β𝐸 Γ—

𝐸

𝑉𝐿

β€’ When D/E is constant:

β€’ β𝐼𝑇𝑆 = β𝐴

β€’ β𝐴 = β𝐷 Γ— 𝐷

𝑉+ β𝐸 Γ—

𝐸

𝑉

β€’ π‘Ÿπ΄ = π‘Ÿπ· Γ— 𝐷

𝑉+ π‘ŸπΈ Γ—

𝐸

𝑉

β€’ When D is constant:

β€’ β𝐼𝑇𝑆 = β𝐷

β€’ 𝑉𝐼𝑇𝑆 = DT

β€’ β𝐴 = β𝐷 Γ— 𝐷×(1βˆ’π‘‡)

𝑉+ β𝐸 Γ—

𝐸

𝑉

β€’ π‘Ÿπ΄ = π‘Ÿπ· Γ— 𝐷×(1βˆ’π‘‡)

𝑉+ π‘ŸπΈ Γ—

𝐸

𝑉

09/03/2013 Beta Rem Series 4

Coming to valuation

β€’ Companies are valued for their assets as well as their future cash flows.

β€’ 𝑉𝐿 is the value of the company.

β€’ As we already know, 𝑉𝐿 = π‘‰π‘ˆ + 𝑉𝐼𝑇𝑆 =𝐷 + 𝐸

β€’ If the firm is unlevered, no interest tax shelter and no debt, hence 𝑉𝐿 = π‘‰π‘ˆ = 𝐸

β€’ But, if the firm is levered, then the value increases by the amount interest provides a tax shelter. Let us see how this translates into an equation like below in case of constant D/E ratio

β€’ When D/E is constant:

β€’ 𝑉𝐿 =𝐹𝐢𝐹1

(1+π‘Šπ΄πΆπΆ)+

𝐹𝐢𝐹2

(1+π‘Šπ΄πΆπΆ)2+β‹― Equation for value of the firm

β€’ How?

β€’ Before we go there, a couple of notations

β€’ 𝑉𝐿,0 - Value of the levered firm at t=0, 𝑉𝐿,1 - Value of the levered firm at t=1

5 Beta Rem Series 09/03/2013

Valuation contd…

β€’ Capital cash flow to the firm = Free cash flow + Interest tax shelter

β€’ 𝐢𝐢𝐹1 = 𝐹𝐢𝐹1 + π‘Ÿπ· Γ— 𝐷0 Γ— 𝑇

β€’ When the Capital cash flow is known which combines all the effects of the capital structure (Capital structure only means how much debt you are taking), then the risk of this cash flow is only reflective of how the business is.

β€’ It means that this CCF can be discounted at π‘Ÿπ΄ which would mean

β€’ 𝑉𝐿,0 =𝐢𝐢𝐹1+𝑉𝐿,1

(1+π‘Ÿπ΄) =

𝐹𝐢𝐹1+π‘Ÿπ·Γ—π·0×𝑇 +𝑉𝐿,1(1+π‘Ÿπ΄)

β€’ Let 𝐷

𝑉= 𝑑 and

𝐸

𝑉= 𝑒

β€’ When 𝐷 𝐸 is constant, 𝐷0 = 𝑑 Γ— 𝑉𝐿,0

β€’ Then 𝑉𝐿,0 =𝐹𝐢𝐹1+π‘Ÿπ·Γ—π‘‘Γ—π‘‰πΏ,0×𝑇 +𝑉𝐿,1

(1+π‘Ÿπ΄)

β€’ Rearranging, we end up with 𝑉𝐿,0 =𝐹𝐢𝐹1+𝑉𝐿,1

1+π‘Ÿπ΄βˆ’π‘Ÿπ·Γ—π‘‘Γ—π‘‡

6 Beta Rem Series 09/03/2013

Valuation contd…

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β€’ For constant 𝐷 𝐸 , π‘Ÿπ΄ = π‘Ÿπ· Γ— 𝐷

𝑉+ π‘ŸπΈ Γ—

𝐸

𝑉 = π‘Ÿπ· Γ— 𝑑 + π‘ŸπΈ Γ— 𝑒

β€’ Substituting, we get 𝑉𝐿,0 =𝐹𝐢𝐹1+𝑉𝐿,1

1+π‘ŸπΈΓ—π‘’+π‘Ÿπ·Γ—(1βˆ’π‘‡)×𝑑

β€’ Hence, it can be clearly seen that WACC can be used to discount the free cash flows directly to arrive at the firm value.

β€’ Simply put, 𝑉𝐿 =𝐹𝐢𝐹1

(1+π‘Šπ΄πΆπΆ)+

𝐹𝐢𝐹2

(1+π‘Šπ΄πΆπΆ)2+β‹―+ 𝑉𝐿,𝑁

β€’ The simple procedure for the valuation of the company levered with constant 𝐷 𝐸 is discussed in the next slide

Beta Rem Series

WACC

09/03/2013

Valuation procedure for constant D/E

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β€’ Do you know the cash flows of the firm till infinity?

β€’ Then just use, 𝑉𝐿 =𝐹𝐢𝐹1

(1+π‘Šπ΄πΆπΆ)+

𝐹𝐢𝐹2

(1+π‘Šπ΄πΆπΆ)2+β‹―βˆž

β€’ The growth rates and numbers are given only till first N years and after that a constant growth rate is given for FCF?

β€’ Then we need to use 𝑉𝐿 =𝐹𝐢𝐹1

(1+π‘Šπ΄πΆπΆ)+

𝐹𝐢𝐹2

(1+π‘Šπ΄πΆπΆ)2+β‹―+ 𝑉𝐿,𝑁

Where 𝑉𝐿,𝑁 is the value of the firm at time N after which firm will have constant growth rate. This is also called the continuing value of the firm.

β€’ 𝑉𝐿,𝑁 = 𝐹𝐢𝐹𝑁+1

(1+π‘Šπ΄πΆπΆ)+

𝐹𝐢𝐹𝑁+2

(1+π‘Šπ΄πΆπΆ)2+β‹―βˆž =

𝐹𝐢𝐹𝑁×(1+𝑔)

π‘Šπ΄πΆπΆβˆ’π‘”

β€’ Note: Make sure that cash flows are growing from Nth year. It means that the cash flow in the N+1th year is 𝐹𝐢𝐹𝑁 Γ— (1 + 𝑔).

Beta Rem Series 09/03/2013

Valuation for constant D

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β€’ 𝑉𝐿 = π‘‰π‘ˆ + 𝑉𝐼𝑇𝑆

β€’ In case of constant debt, 𝑉𝐼𝑇𝑆 = DT

β€’ Hence, 𝑉𝐿 = π‘‰π‘ˆ + 𝐷𝑇.

β€’ How to find 𝑽𝑼?

β€’ 𝑉𝑒is nothing but the value of the firm if it is run by full equity. Then π‘Ÿπ΄ = π‘Ÿπ‘ˆ = π‘Šπ΄πΆπΆ π‘œπ‘“ π‘’π‘›π‘™π‘’π‘£π‘’π‘Ÿπ‘’π‘‘ π‘“π‘–π‘Ÿπ‘š

β€’ So, discount the cash flows by π‘Ÿπ΄.

β€’ π‘‰π‘ˆ =𝐹𝐢𝐹1

(1+π‘Ÿπ΄)+

𝐹𝐢𝐹2

(1+π‘Ÿπ΄)2 +β‹―+ π‘‰π‘ˆ,𝑁

β€’ π‘‰π‘ˆ,𝑁 same as how 𝑉𝐿,𝑁 is found in the previous slide

Beta Rem Series 09/03/2013

Value added from other financial distortions

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β€’ To reiterate, the value of a levered firm increases from that of an unlevered firm from the financial distortions caused by adding debt to the firm

β€’ The distortions we see in this course are

– Interest tax shelter

– Subsidized loans

β€’ Lets see how this works

β€’ What if there are there are two different debts π‘«πŸ and π‘«πŸ?

β€’ Then it also matters what are the risk levels associated with these debts

β€’ If both the debts are guarded by different security levels, like lets say 𝐷1 gets first rights to assets, then both the debts are facing different risk levels and so are their interest tax shields.

Beta Rem Series 09/03/2013

Value added from other financial distortions

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β€’ But these are the rates decided by the markets. In that case, the only distortion will be the interest tax shelter

β€’ It is correct to use the interest rates they are borrowed at, as discounting rates to find the respective values of 𝑉𝐼𝑇𝑆.

β€’ Then 𝑉𝐼𝑇𝑆1 = π‘Ÿπ·1×𝐷1×𝑇

π‘Ÿπ·1= 𝐷1 Γ— 𝑇 and 𝑉𝐼𝑇𝑆2 =

π‘Ÿπ·2×𝐷2×𝑇

π‘Ÿπ·2= 𝐷2 Γ— 𝑇

β€’ So, the value of the firm 𝑉𝐿 = π‘‰π‘ˆ + 𝑉𝐼𝑇𝑆1+𝑉𝐼𝑇𝑆2 = π‘‰π‘ˆ + 𝐷1𝑇 + 𝐷2𝑇

β€’ But, if both the debts are facing same risk level but different interest rates, then the cash flows or interest tax shelter should be discounted at the r that reflects the actual risk level which is the market rate. This means that we are getting a loan at a subsidy.

β€’ Here, lets say if the firm goes to market, it faces an interest rate π‘Ÿ2 and it borrows 𝐷2 at π‘Ÿ2

Beta Rem Series 09/03/2013

Value added from other financial distortions

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β€’ If Govt. or someone subsidizes the loan and provides loan at π‘Ÿ1, and the firm borrows 𝐷1at π‘Ÿ1, this interest tax shield should still be discounted using π‘Ÿ2as that is the rate reflecting the actual risk level

β€’ Hence 𝑉𝐼𝑇𝑆1 = π‘Ÿ1×𝐷1×𝑇

π‘Ÿ2 and 𝑉𝐼𝑇𝑆2 =

π‘Ÿ2×𝐷2×𝑇

π‘Ÿ2 = 𝐷2 Γ— 𝑇

β€’ But then if we assume that the firm value 𝑉𝐿 = π‘‰π‘ˆ + 𝑉𝐼𝑇𝑆1+𝑉𝐼𝑇𝑆2, we end up

with 𝑉𝐿 = π‘‰π‘ˆ + 𝐷1π‘‡π‘Ÿ1π‘Ÿ2 + 𝐷2𝑇 which is less than the earlier value as

π‘Ÿ1 < π‘Ÿ2. But this does not make sense!! We got loan at subsidy!!

β€’ This is because here we are ignoring the value of subsidy itself that requires us to actually pay lesser amounts than if we had got it from the market for the same risk level

β€’ The difference comes in the actual interest and principal payments made in the case of two loans.

Beta Rem Series 09/03/2013

Value added from other financial distortions

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β€’ How much is this value addition?

β€’ If the repayment schedule for the subsidized loan 𝐷1 is as below,

β€’ These payments actually face a risk level corresponding to π‘Ÿ2 even if the interest payment made is π‘Ÿ1. So, if we use π‘Ÿ2to find the effective present value of the loan by discounting these payments, we get

β€’ 𝐷1β€² =

𝐼1

(1+π‘Ÿ2)+

𝐼2

(1+π‘Ÿ2)2 +β‹―+

𝐼𝑛

(1+π‘Ÿ2)𝑛 +

𝑃1

(1+π‘Ÿ2)+

𝑃2

(1+π‘Ÿ2)2 +β‹―+

𝑃𝑛

(1+π‘Ÿ2)𝑛

β€’ This 𝐷1β€² is effectively how much we are repaying.

Beta Rem Series 09/03/2013

Interest π‘°πŸ π‘°πŸ 𝑰𝒏

Principal π‘·πŸ π‘·πŸ 𝑷𝒏

1 2 n

Value added from other financial distortions

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β€’ So the difference between 𝐷1 and 𝐷1β€² is a value addition to the firm and is

called the value of subsidy.

β€’ Hence 𝑉𝐿 = π‘‰π‘ˆ + π‘‰π‘Žπ‘™π‘’π‘’ π‘“π‘Ÿπ‘œπ‘š π‘‘π‘–π‘ π‘‘π‘œπ‘Ÿπ‘‘π‘–π‘œπ‘›π‘ 

β€’ Value from distortions will include value from interest tax shelter plus subsidies if any.

β€’ These are called the adjustments and the final value obtained (𝑉𝐿) is called the Adjusted Present Value (APV).

Beta Rem Series 09/03/2013

Illustrations

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β€’ To start with, let us say a firm has the following properties (perpetual CF)

β€’ So, the value of unlevered firm, π‘‰π‘ˆ =𝐹𝐢𝐹𝐹

π‘Ÿπ΄

β€’ FCFF = PBIT (1-T) = 360 Γ— .5 = 180

β€’ Hence, π‘‰π‘ˆ =180

12%= 1500

β€’ Now, let us assume that instead of funding this firm fully by equity, there is a constant debt funding of 1000 @ 10%.

β€’ The only distortion added for the firm’s value is the interest tax shelter.

Beta Rem Series 09/03/2013

𝒓𝑨 Tax PBIT

12% 50% 360

Illustrations

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β€’ In case of constant perpetual debt, interest tax shelter = DT

β€’ Hence, 𝑉𝐼𝑇𝑆 = 𝐷𝑇 = 1000 Γ— 50% = 500

β€’ 𝑉𝐿 = π‘‰π‘ˆ + 𝑉𝐼𝑇𝑆 = 1000 + 500 = 1500

β€’ But, let us say in the debt of 1000, 500 actually came at a subsidized interest rate of 8%.

β€’ In this case there would be both interest tax shelter distortion and the Subsidy distortion.

β€’ 𝑉𝐼𝑇𝑆 =𝐼𝑇𝑆 π‘œπ‘› 500@10% π‘‘π‘–π‘ π‘π‘œπ‘’π‘›π‘‘π‘’π‘‘ π‘Žπ‘‘ 10% +𝐼𝑇𝑆 π‘œπ‘› 500@8% π‘‘π‘–π‘ π‘π‘œπ‘’π‘›π‘‘π‘’π‘‘ π‘Žπ‘‘ 10%

β€’ 𝑉𝐼𝑇𝑆 =500Γ—10%Γ—50%

10%+

500Γ—8%Γ—50%

10%= 450

Beta Rem Series 09/03/2013

Illustrations

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β€’ π‘‰π‘†π‘ˆπ΅ = D βˆ’ Dβ€² where D = 500 is the subsidized loan and 𝐷′ is the effective value paid to the subsidizer.

β€’ 𝐷′ =πΌπ‘›π‘‘π‘’π‘Ÿπ‘’π‘ π‘‘ π‘π‘Žπ‘¦π‘šπ‘’π‘›π‘‘π‘  π‘“π‘œπ‘Ÿ 500@8% 𝑑𝑖𝑙𝑙 𝑖𝑛𝑓𝑖𝑛𝑖𝑑𝑦 π‘‘π‘–π‘ π‘π‘œπ‘’π‘›π‘‘π‘’π‘‘ π‘Žπ‘‘ 10% =500Γ—8%

10%= 400

β€’ Hence π‘‰π‘†π‘ˆπ΅ = 500 βˆ’ 400 = 100

β€’ 𝑉𝐿 = π‘‰π‘ˆ + 𝑉𝐼𝑇𝑆 + π‘‰π‘†π‘ˆπ΅ = 1000 + 450 + 100 = 2050

Beta Rem Series 09/03/2013

Illustrations

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β€’ π‘‰π‘†π‘ˆπ΅ = D βˆ’ Dβ€² where D = 500 is the subsidized loan and 𝐷′ is the effective

Beta Rem Series 09/03/2013

Illustrations

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β€’ We have seen this problem already once last time. So, it will be short now

β€’ If the value is calculated by completely ignoring the financial distortions, it is nothing but π‘‰π‘ˆ which is -90 in this problem

β€’ The distortions for the two debts is 𝑉𝐼𝑇𝑆 for loan A and π‘‰π‘†π‘ˆπ΅ for loan B(as it does not have interest)

β€’ For loan A:

β€’ Discounting these ITS values at 10%, we get 𝑉𝐼𝑇𝑆 = 80.37

Beta Rem Series 09/03/2013

ITS πŸ—.12 9.12 πŸ—. 𝟏𝟐

1 2 20

Illustrations

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β€’ For loan B: π‘‰π‘†π‘ˆπ΅ = D βˆ’ Dβ€² where D = 55 is the subsidized loan and 𝐷′ is the effective value paid to the subsidizer.

β€’ 𝐷′ =𝐼1

(1+π‘Ÿ2)+

𝐼2

(1+π‘Ÿ2)2 +β‹―+

𝐼𝑛

(1+π‘Ÿ2)𝑛 +

𝑃1

(1+π‘Ÿ2)+

𝑃2

(1+π‘Ÿ2)2 +β‹―+

𝑃𝑛

(1+π‘Ÿ2)𝑛

β€’ = 55

1.09510= 22.19328

β€’ Hence π‘‰π‘†π‘ˆπ΅ = D βˆ’ Dβ€² = 55 βˆ’ 22.19328 = 32.80672

β€’ APV = 𝑉𝐿 = π‘‰π‘ˆ + 𝑉𝐼𝑇𝑆 + π‘‰π‘†π‘ˆπ΅ = βˆ’90 + 80.37 + 32.81 = 23.18 > 0

Beta Rem Series 09/03/2013

Interest 𝟎 𝟎 𝟎

Principal 0 0 55

1 2 10

Acquisitions & Mergers

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β€’ Main point – Synergies and how can the synergies be split?

– Revenue synergies

– Cost synergies

β€’ Let the acquirer be A, target be T, synergy be S and the combined firm be C.

β€’ Then A+T+S = C

β€’ To find S, find the independent values of A, T and find the value of C using the valuation principles learnt till now and find S

β€’ Then the decisions has to be how much to pay to the target to acquire it and how to pay?

Beta Rem Series 09/03/2013

Notations

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β€’ 𝐺𝐴 - Gains to the acquirer

β€’ 𝐺𝑇 - Gains to the target = Acquisition premium

β€’ 𝑁𝑇 - Number of shares of Target outstanding

β€’ 𝑁𝐴 - Number of shares of Acquirer outstanding

β€’ π‘Ÿ – Number of shares of Acquirer issued to target per target share outstanding = Exchange ratio

β€’ 𝑃𝑇 - Price of the target share

β€’ 𝑃𝐴 - Price of the acquirer share

β€’ π‘Ž – share of Acquirer in Combined firm

β€’ 𝑑 – share of Target in Combined firm

Beta Rem Series 09/03/2013

Cash acquisition

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β€’ An acquisition opportunity has the following properties

β€’ Let us say, if the acquirer decides to pay 250 to the target for the acquisition.

β€’ 𝐺𝑇 = π΄π‘π‘žπ‘’π‘–π‘ π‘–π‘‘π‘–π‘œπ‘› π‘π‘Ÿπ‘’π‘šπ‘–π‘’π‘š = Price paid – Target value = 250-200 = 50

β€’ 𝐺𝐴= Synergy – Acquisition premium

β€’ This means acquirer will have the remaining part of the synergy which he is not paying as a premium

β€’ Hence 𝐺𝐴= 100 – 50 = 50

Beta Rem Series 09/03/2013

A T S

Value 40 Γ— 10 20 Γ— 10 100

Shares 40 20

Price 10 10

Cash acquisition

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β€’ What will happen to the share prices of the acquirer and target shares once the announcement of acquisition is made?

β€’ Acquirer pays 𝑇 + 𝐺𝑇 for the acquisition. This value goes to the 𝑁𝑇 outstanding shares of the target. So, the price becomes

β€’ 𝑃𝑇 =𝑇+𝐺𝑇

𝑁𝑇=

200+50

20= 12.5

β€’ Acquirers final value will be 𝐴 + 𝐺𝐴. This will be owned by 𝑁𝐴 shares. So, the price becomes

β€’ 𝑃𝐴 =𝐴+𝐺𝐴

𝑁𝐴=

400+50

40= 11.25

Beta Rem Series 09/03/2013

All stock acquisition

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β€’ If the firm decides to go with all-stock acquisition and decides to pay 250 by issuing 25 more shares of A to T.

β€’ Then, the total number of share of combined firm = 40+25 = 65

β€’ In this 65, A has 40 and T has 25.

β€’ Total value of combined firm, C = 700

β€’ Hence A’s ratio = 40

65Γ— 700 = 430.76

β€’ B’s ratio = 25

65Γ— 700 = 269.23

β€’ Hence, 𝐺𝐴 = 430.76 π‘“π‘–π‘›π‘Žπ‘™ π‘£π‘Žπ‘™π‘’π‘’ βˆ’ 400(π‘π‘’π‘“π‘œπ‘Ÿπ‘’ π‘Žπ‘π‘žπ‘’π‘–π‘ π‘–π‘‘π‘–π‘œπ‘›) = 30.76

β€’ 𝐺𝑇 = 269.23 π‘“π‘–π‘›π‘Žπ‘™ π‘£π‘Žπ‘™π‘’π‘’ βˆ’ 200(π‘π‘’π‘“π‘œπ‘Ÿπ‘’ π‘Žπ‘π‘žπ‘’π‘–π‘ π‘–π‘‘π‘–π‘œπ‘›) = 69.23

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All stock acquisition

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β€’ This can also be looked at in this way.

β€’ Acquirer gets π‘Ž of target’s firm T and loses 𝑑 of his own firm A, but in addition he gets π‘Ž of the synergy as well.

β€’ Hence the total gain to the acquirer, 𝐺𝐴 = π‘Ž Γ— 𝑇 βˆ’ 𝑑 Γ— 𝐴 + π‘Ž Γ— 𝑆

β€’ Here, π‘Ž =40

65 , 𝑑 =

25

65

β€’ 𝐺𝐴 =40

65Γ— 200 βˆ’

25

65Γ— 400 +

40

65Γ— 100

β€’ Similarly, 𝐺𝑇 = 𝑑 Γ— 𝐴 βˆ’ π‘Ž Γ— 𝑇 + 𝑑 Γ— 𝑆

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β€’ So, to generalize if r acquirer shares are issued for every target share outstanding, then total number of shares in the combined firm = 𝑁𝐴 + π‘Ÿ Γ— 𝑁𝑇, where acquirer has 𝑁𝐴 shares and target has π‘Ÿ Γ— 𝑁𝑇 shares

β€’ Hence, π‘Ž =𝑁𝐴

𝑁𝐴+π‘ŸΓ—π‘π‘‡ and 𝑑 =

π‘ŸΓ—π‘π‘‡

𝑁𝐴+π‘ŸΓ—π‘π‘‡

β€’ What will happen to the prices of the stocks soon after the announcement is made. Everyone knows combined value of the firm is A+T+S and the total number of shares would be 𝑁𝐴 + π‘Ÿ Γ— 𝑁𝑇 . So, the combined share

price should be 𝐴+𝑇+𝑆

𝑁𝐴+π‘ŸΓ—π‘π‘‡

β€’ As the acquirers shares are the same as combined firm shares, price of

share of acquirer would become this value. 𝑃𝐴 = 𝐴+𝑇+𝑆

𝑁𝐴+π‘ŸΓ—π‘π‘‡

β€’ For the target, every one of its current shares represent π‘Ÿ shares in the combined firm.

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β€’ Hence, its share price should reflect the same thing. So, its price moves to

β€’ 𝑃𝑇 =𝐴+𝑇+𝑆

𝑁𝐴+π‘ŸΓ—π‘π‘‡Γ— π‘Ÿ = 𝑃𝐴 Γ— π‘Ÿ

β€’ So, we know that the prices depend on the value of π‘Ÿ. How to decide the value of π‘Ÿ?

β€’ In addition to the sharing of synergy, another important criterion generally used would be not to dilute the EPS as this is considered important from shareholder’s point of view.

β€’ Let us say 𝐸𝑃𝑆𝐴 is the EPS of acquirer and 𝐸𝑃𝑆𝑇 is the EPS of target.

β€’ Let 𝐸𝑃𝑆𝐴 = 1 and 𝐸𝑃𝑆𝑇 = 2. Then the total earnings of A = 1 Γ— 𝑁𝐴 and total earnings of T = 2 Γ— 𝑁𝑇. Earnings of combined firm = 𝑁𝐴 + 2𝑁𝑇

β€’ Total number of shares of combined firm = 𝑁𝐴 + π‘Ÿ Γ— 𝑁𝑇.

β€’ Hence the total EPS of the combined firm = 𝑁𝐴+2𝑁𝑇

𝑁𝐴+π‘ŸΓ—π‘π‘‡

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β€’ If the acquirer does not want the EPS to get diluted, then

‒𝑁𝐴+2𝑁𝑇

𝑁𝐴+π‘ŸΓ—π‘π‘‡β‰₯ 1

β€’ If 𝑁𝐴 = 𝑁𝑇 , this would give π‘Ÿ ≀ 2 which means the acquirer would not be willing to give more than 2 of his shares per target share

β€’ If the share in synergy demands more pay, the rest he might choose to pay in cash

β€’ In such cases, both cash and stock components should be used to measure the gains as well as new prices.

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LBOs and CCF method

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β€’ Leveraged Buy-Out is nothing but taking huge debt and buying out all the equity holders to take the firm private

β€’ It is mandatory to value the equity(not the firm) here as it involves specifically buying out equity holders

β€’ Methods

– FCFF

– FCFE

– CCF (refer to slide 6)

β€’ FCFF and CCF methods of valuation is discussed already

β€’ When WACC is changing continuously, CCF method is preferred as π‘Ÿπ΄ is used for discounting in this case which depends on the business does not change with the capital structure

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β€’ FCFF and CCF methods both give the value of the firm. Value of debt and other liabilities should be subtracted from the value of the firm to give the value of the equity

β€’ FCFE – This is the direct measure of the cash flows to the equity. This can be broadly written as 𝐹𝐢𝐹𝐸 = 𝐹𝐢𝐹𝐹 βˆ’ 𝐼 Γ— (1 βˆ’ 𝑇)

β€’ This FCFE can be discounted at π‘ŸπΈ to directly give the value of equity

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Illustrations

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Illustrations

33

π‘Šπ΄πΆπΆ = 12% Γ— 0.5 + 10% Γ— 1 βˆ’ 0.4 Γ— 0.5 = 9%

π‘Ÿπ΄ = 12% Γ— 0.5 + 10% Γ— 0.5 = 11%

FCFF:

𝑃𝐡𝐼𝑇 Γ— 1 βˆ’ 𝑇 = 90

Firm value = 90/WACC = 1000

Equity value = Firm value – Debt = 1000-500 = 500

CCF:

PAT + Interest = (150-50)Γ— 0.6 + 50 = 110

Firm value = 110/π‘Ÿπ΄ = 1000

𝒓𝑬 𝒓𝑫 𝑫𝑬 𝑻 PBIT D

12% 10% 1 40% 150 500

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Value of equity = Firm value – Debt = 1000-500 = 500

FCFE:

PAT = (150-50)Γ— .6 = 60

Equity value = 60/π‘ŸπΈ = 6012% = 500

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Thank You