Lecture 3 Flashcards
TYK questions
Does value ceration in M&A transactions depend on the structuring of such a transaction?
NO: pooling of economic interest; value creation as a whole should not be affected by structuring (except if it leads to corp. governance changes)
What is a sale of shares?
Buying shares in exchange of cash
In a cash deal (sale of shares), how is the unconsolidated BS of the buyer affected? Another name for “unconsolidated account”?
Net debt incerase by the amount paid for target equity. Fixed asset increases by the value of shares bought (equal to the amount paid in cash)
Unconsolidated account = statutory accounts?
3 main covenants used in bank financing
Gearing: Net debt / SHE
Leverage: Net debt / EBITDA
Interest coverage: EBIT (or EBITDA - pre or post tax)/ Interest expense
Gearing vs Leverage ratio as an indicator of creditworthiness?
Leverage ratio since much more sensitive to a decrease in FCFF generation
Three sources of financing for cash deal
1) Cash on BS; 2) Raise debt from banks; 3) capital increase (needs to be bridged)
Difference between mixed offer and full cash offer partially financed by capital increase
Capital increase: issue shares below current share vale (give inventive)
Mixed offer: Issue shares to target shareholders without a discount –> less dilution (risk of flowback: downward pressure on shareprice)
Key elements to add/substract when computing EPS pro forma in cash deal?
What number of shares to use?
Change of Control clause in debt?
NI bidder + NI target - Net financial charges - amortization of software - restructuring cost + synergies
Number of shares remains the same
CoC clause: NI of target -> EBIT(1-t), Interest based on EqV paid and debt of target refinanced
Rule of thumb cash deal accretive / dilutive
No syn + no transaction cost
P/E Debt = 1 / (cost of acquisition debt * (1-t)) > P/E Acquistion –> accretive
Impact net debt and equity in cash deal buyer?
SHE does not change but Net Debt increases (–> higher financial risk)
Synergies to breake even
Syn. b-e = [(Bidder’s EPS - PF EPS) x PF#Shares]/(1- marg. t Bidder)
Sensitivities for accretion/dilution
EPS against %premium paid and %stock consideration
Key outputs to make sensitivities about
ND/EBITDA PF level against %premium paid and
%stock consideration
Why should M&A deals be accretive?
Believed that P/E post deal remains same and that company is valued at P/E basis –> share price goes up
How to compute Goodwill? IFRS rule?
Excess paid over FV of Target Net Assets and other indentifiable intengiables
IFRS3: Business combinations
Examples of FV adjustments and identifiable intangible assets in PPA?
FV adjustments: Goodwill deduction, Asset step up or down
Identifiable intangibles mostly bands, client list, technology
PF consolidation BS
Bidder BS + Target BS + Deal Adj.
How to mitigate operating risk that bidder takes in cash deal
Earn-out (2-3y post-closing)
Warranties/indemnities for compensation for shortfall in asset or additional liabilites) with bank gurantee