Merger Model Basic

Question 1

1. Walk me through a basic merger model

Answer 1

“A merger model is used to analyze the financial profiles of 2 companies, the purchase
price and how the purchase is made, and determines whether the buyer’s EPS increases
or decreases.
Step 1 is making assumptions about the acquisition – the price and whether it was cash,
stock or debt or some combination of those. Next, you determine the valuations and
shares outstanding of the buyer and seller and project out an Income Statement for each
one.
Finally, you combine the Income Statements, adding up line items such as Revenue and
Operating Expenses, and adjusting for Foregone Interest on Cash and Interest Paid on
Debt in the Combined Pre-Tax Income line; you apply the buyer’s Tax Rate to get the
Combined Net Income, and then divide by the new share count to determine the
combined EPS.”

Question 2

2. What’s the difference between a merger and an acquisition?

Answer 2

There’s always a buyer and a seller in any M&A deal – the difference between “merger”
and “acquisition” is more semantic than anything. In a merger the companies are close
to the same size, whereas in an acquisition the buyer is significantly larger.

Question 3

3. Why would a company want to acquire another company?

Answer 3

Several possible reasons:
• The buyer wants to gain market share by buying a competitor.
• The buyer needs to grow more quickly and sees an acquisition as a way to do that.
• The buyer believes the seller is undervalued.
• The buyer wants to acquire the seller’s customers so it can up-sell and cross-sell to
them.
• The buyer thinks the seller has a critical technology, intellectual property or some
other “secret sauce” it can use to significantly enhance its business.
• The buyer believes it can achieve significant synergies and therefore make the deal
accretive for its shareholders.

Question 4

4. Why would an acquisition be dilutive?

Answer 4

An acquisition is dilutive if the additional amount of Net Income the seller contributes is
not enough to offset the buyer’s foregone interest on cash, additional interest paid on
debt, and the effects of issuing additional shares.
Acquisition effects – such as amortization of intangibles – can also make an acquisition
dilutive.

Question 5

5. Is there a rule of thumb for calculating whether an acquisition will be accretive or
   dilutive?

Answer 5

If the deal involves just cash and debt, you can sum up the interest expense for debt and
the foregone interest on cash, then compare it against the seller’s Pre-Tax Income.
And if it’s an all-stock deal you can use a shortcut to assess whether it is accretive (see
question #5).
But if the deal involves cash, stock, and debt, there’s no quick rule-of-thumb you can use
unless you’re lightning fast with mental math.

Question 6

6. A company with a higher P/E acquires one with a lower P/E – is this accretive or
   dilutive?

Answer 6

Trick question. You can’t tell unless you also know that it’s an all-stock deal. If it’s an
all-cash or all-debt deal, the P/E multiples of the buyer and seller don’t matter because
no stock is being issued.

Sure, generally getting more earnings for less is good and is more likely to be accretive
but there’s no hard-and-fast rule unless it’s an all-stock deal.

Question 7

7. What is the rule of thumb for assessing whether an M&A deal will be accretive or
   dilutive?

Answer 7

In an all-stock deal, if the buyer has a higher P/E than the seller, it will be accretive; if the
buyer has a lower P/E, it will be dilutive.
On an intuitive level if you’re paying more for earnings than what the market values
your own earnings at, you can guess that it will be dilutive; and likewise, if you’re
paying less for earnings than what the market values your own earnings at, you can
guess that it would be accretive

Question 8

8. What are the complete effects of an acquisition?

Answer 8

1. Foregone Interest on Cash – The buyer loses the Interest it would have otherwise
   earned if it uses cash for the acquisition.
2. Additional Interest on Debt – The buyer pays additional Interest Expense if it
   uses debt.
3. Additional Shares Outstanding – If the buyer pays with stock, it must issue
   additional shares.
4. Combined Financial Statements – After the acquisition, the seller’s financials are
   added to the buyer’s.
5. Creation of Goodwill & Other Intangibles – These Balance Sheet items that
   represent a “premium” paid to a company’s “fair value” also get created.
   Note: There’s actually more than this (see the advanced questions), but this is usually
   sufficient to mention in interviews.

Question 9

9. If a company were capable of paying 100% in cash for another company, why
   would it choose NOT to do so?

Answer 9

It might be saving its cash for something else or it might be concerned about running
low if business takes a turn for the worst; its stock may also be trading at an all-time
high and it might be eager to use that instead (in finance terms this would be “more
expensive” but a lot of executives value having a safety cushion in the form of a large
cash balance).

Question 10

10. Why would a strategic acquirer typically be willing to pay more for a company
    than a private equity firm would?

Answer 10

Because the strategic acquirer can realize revenue and cost synergies that the private
equity firm cannot unless it combines the company with a complementary portfolio
company. Those synergies boost the effective valuation for the target company.

Question 11

11. Why do Goodwill & Other Intangibles get created in an acquisition?

Answer 11

These represent the value over the “fair market value” of the seller that the buyer has
paid. You calculate the number by subtracting the book value of a company from its
equity purchase price.
More specifically, Goodwill and Other Intangibles represent things like the value of
customer relationships, brand names and intellectual property – valuable, but not true
financial Assets that show up on the Balance Sheet.

Question 12

12. What is the difference between Goodwill and Other Intangible Assets?

Answer 12

Goodwill typically stays the same over many years and is not amortized. It changes
only if there’s goodwill impairment (or another acquisition).
Other Intangible Assets, by contrast, are amortized over several years and affect the
Income Statement by hitting the Pre-Tax Income line.
There’s also a difference in terms of what they each represent, but bankers rarely go into
that level of detail – accountants and valuation specialists worry about assigning each
one to specific items.

Question 13

13. Is there anything else “intangible” besides Goodwill & Other Intangibles that
    could also impact the combined company?

Answer 13

Yes. You could also have a Purchased In-Process R&D Write-off and a Deferred
Revenue Write-off.
The first refers to any Research & Development projects that were purchased in the
acquisition but which have not been completed yet. The logic is that unfinished projects require significant resources to complete, and as such, the “expense” must be
recognized as part of the acquisition.
The second refers to cases where the seller has collected cash for a service but not yet
recorded it as revenue, and the buyer must write-down the value of the Deferred
Revenue to avoid “double-counting” revenue.

Question 14

14. What are synergies, and can you provide a few examples?

Answer 14

Synergies refer to cases where 2 + 2 = 5 (or 6, or 7…) in an acquisition. Basically, the
buyer gets more value than out of an acquisition than what the financials would
predict.
There are 2 types: revenue synergies and cost (or expense) synergies.
• Revenue Synergies: The combined company can cross-sell products to new
customers or up-sell new products to existing customers. It might also be able to
expand into new geographies as a result of the deal.
• Cost Synergies: The combined company can consolidate buildings and
administrative staff and can lay off redundant employees. It might also be able to
shut down redundant stores or locations.

Question 15

15. How are synergies used in merger models?

Answer 15

Revenue Synergies: Normally you add these to the Revenue figure for the combined
company and then assume a certain margin on the Revenue – this additional Revenue
then flows through the rest of the combined Income Statement.
Cost Synergies: Normally you reduce the combined COGS or Operating Expenses by
this amount, which in turn boosts the combined Pre-Tax Income and thus Net Income,
raising the EPS and making the deal more accretive.

Question 16

16. Are revenue or cost synergies more important?

Answer 16

No one in M&A takes revenue synergies seriously because they’re so hard to predict.
Cost synergies are taken a bit more seriously because it’s more straightforward to see
how buildings and locations might be consolidated and how many redundant
employees might be eliminated.
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That said, the chances of any synergies actually being realized are almost 0 so few take
them seriously at all.

Question 17

17. All else being equal, which method would a company prefer to use when acquiring
    another company – cash, stock, or debt?

Answer 17

Assuming the buyer had unlimited resources, it would always prefer to use cash when
buying another company. Why?
• Cash is “cheaper” than debt because interest rates on cash are usually under 5%
whereas debt interest rates are almost always higher than that. Thus, foregone
interest on cash is almost always less than additional interest paid on debt for the
same amount of cash/debt.
• Cash is also less “risky” than debt because there’s no chance the buyer might fail to
raise sufficient funds from investors.
• It’s hard to compare the “cost” directly to stock, but in general stock is the most
“expensive” way to finance a transaction – remember how the Cost of Equity is
almost always higher than the Cost of Debt? That same principle applies here.
• Cash is also less risky than stock because the buyer’s share price could change
dramatically once the acquisition is announced.

Question 18

18. How much debt could a company issue in a merger or acquisition?

Answer 18

Generally you would look at Comparable Companies/ Precedent Transactions to
determine this. You would use the combined company’s LTM (Last Twelve Months)
EBITDA figure, find the median Debt/EBITDA ratio of whatever companies you’re
looking at, and apply that to your own EBITDA figure to get a rough idea of how much
debt you could raise.
You would also look at “Debt Comps” for companies in the same industry and see what
types of debt and how many tranches they have used.

Question 19

19. How do you determine the Purchase Price for the target company in an acquisition?

Answer 19

You use the same Valuation methodologies we already discussed. If the seller is a
public company, you would pay more attention to the premium paid over the current
share price to make sure it’s “sufficient” (generally in the 15-30% range) to win
shareholder approval.

For private sellers, more weight is placed on the traditional methodologies

Question 20

20. Let’s say a company overpays for another company – what typically happens
    afterwards and can you give any recent examples?

Answer 20

There would be an incredibly high amount of Goodwill & Other Intangibles created if
the price is far above the fair market value of the company. Depending on how the
acquisition goes, there might be a large goodwill impairment charge later on if the
company decides it overpaid.
A recent example is the eBay / Skype deal, in which eBay paid a huge premium and
extremely high multiple for Skype. It created excess Goodwill & Other Intangibles, and
eBay later ended up writing down much of the value and taking a large quarterly loss as
a result.

Question 21

21. A buyer pays $100 million for the seller in an all-stock deal, but a day later the
    market decides it’s only worth $50 million. What happens?

Answer 21

The buyer’s share price would fall by whatever per-share dollar amount corresponds to
the $50 million loss in value. Note that it would not necessarily be cut in half.
Depending on how the deal was structured, the seller would effectively only be
receiving half of what it had originally negotiated.
This illustrates one of the major risks of all-stock deals: sudden changes in share price
could dramatically impact valuation.

Question 22

22. Why do most mergers and acquisitions fail?

Answer 22

Like so many things, M&A is “easier said than done.” In practice it’s very difficult to
acquire and integrate a different company, actually realize synergies and also turn the
acquired company into a profitable division.
Many deals are also done for the wrong reasons, such as CEO ego or pressure from
shareholders. Any deal done without both parties’ best interests in mind is likely to fail.

Question 23

23. What role does a merger model play in deal negotiations?

Answer 23

The model is used as a sanity check and is used to test various assumptions. A company
would never decide to do a deal based on the output of a model.
It might say, “Ok, the model tells us this deal could work and be moderately accretive –
it’s worth exploring more.”
It would never say, “Aha! This model predicts 21% accretion – we should definitely
acquire them now!”
Emotions, ego and personalities play a far bigger role in M&A (and any type of
negotiation) than numbers do.

Question 24

24. What types of sensitivities would you look at in a merger model? What variables
    would you look at?

Answer 24

The most common variables to look at are Purchase Price, % Stock/Cash/Debt, Revenue
Synergies, and Expense Synergies. Sometimes you also look at different operating
sensitivities, like Revenue Growth or EBITDA Margin, but it’s more common to build
these into your model as different scenarios instead.
You might look at sensitivity tables showing the EPS accretion/dilution at different
ranges for the Purchase Price vs. Cost Synergies, Purchase Price vs. Revenue Synergies,
or Purchase Price vs. % Cash (and so on)