How Equity Value & Enterprise Value Change in M&A; Deals

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• published: 14 Apr 2015
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In this tutorial, you will learn how Equity Value and Enterprise Value change after an M&A; deal takes place. You will also learn how the combined company’s Equity Value and Enterprise Value relate to the Equity Value and Enterprise Value of the buyer and seller in the deal. By http://breakingintowallstreet.com/ "Financial Modeling Training And Career Resources For Aspiring Investment Bankers" Table of Contents: 1:01 Why Equity Value and Enterprise Value Matter, and the Rules 4:11 Excel Demonstration of Changes in an M&A; Deal 9:49 Why the Rules Don’t Work in Real Life How Equity Value and Enterprise Value Change in M&A; Deals A common interview question goes something like: “Company A acquires Company B using 100% debt – what is the combined company’s Enterprise Value?” Another common variant is “Company A acquires Company B using 100% stock – what is the combined EV / EBITDA multiple?” Fortunately, there are a few simple rules you can use to determine these answer. First, recall what Enterprise Value MEANS: it’s the value of a company’s core business operations to all investors in the company. So when moving from Equity Value to Enterprise Value, you add Debt and Preferred Stock (and anything else representing other investors) and subtract non-core assets, such as Cash and Investments. The end result is that regardless of how a company finances itself, Enterprise Value does not change and neither do Enterprise Value-based multiples. In the same way, in M&A; deals the combined Enterprise Value and combined Enterprise Value-based multiples do not change regardless of how the acquirer buys the seller. Rules for Equity Value and Enterprise Value in M&A; Deals Combined Equity Value: Acquirer’s Equity Value, plus the value of stock it issues to buy the Seller. Combined Enterprise Value: Acquirer’s Enterprise Value + the Seller’s Enterprise Value Combined EV / EBITDA: Add both companies’ Enterprise Values and EBITDAs; not impacted by cash/stock/debt mix. Combined P / E: No “shortcut”; impacted by funding mix. Calculate it by determining the Combined Equity Value first, and then the combined Net Income after factoring in foregone interest on cash and interest paid on new debt, and any tax rate differences. Example Calculations: Say that Company A has an Enterprise Value of $100, Equity Value of $80, EBITDA of $10, and Net Income of $4. Its tax rate is 25%. Company B has an Enterprise Value of $40, Equity Value of $40, EBITDA of $8, and Net Income of $2. The foregone interest rate on cash is 2%, and the interest rate on debt is 10%. So if Company A acquires Company B for $40 with 100% debt: Combined Enterprise Value = $100 + $40 = $140 Combined Equity Value = $80 + $40 * 0% Stock Used = $80 Combined EBITDA = $10 + $8 = $18 Combined Net Income = Company A Net Income + Company B Net Income + Acquisition Effects = $4 + $2 – $40 * 100% Debt * 10% Interest Rate * (1 – 25% Tax Rate) – $40 * 100% Cash * 2% Foregone Interest Rate * (1 – 25% Tax Rate) = $3 Combined EV / EBITDA = $140 / $18 = 7.8x Combined P / E = $80 / $3 = 26.7x If you then change around the mix of cash, stock, and debt, the Combined EV / EBITDA, Combined EBITDA, and Combined Enterprise Value will not change at all. However, the Combined Equity Value, Combined Net Income, and Combined P / E will all change depending on the financing mix. In Real Life These rules don’t quite hold up… because: Premium Paid for Seller: Will have to use seller’s Enterprise Value at the share price premium instead. Most sellers are acquired for more than their current market caps! Share Price After-Effects: Does the market like / not like the deal? If so, the buyer’s share price and therefore its Equity Value and Enterprise Value will change after the deal is announced. Synergies, Other Acquisition Effects: Could affect share prices, EBITDA, Net Income, and everything else! RESOURCES: http://youtube-breakingintowallstreet-com.s3.amazonaws.com/106-10-Equity-Value-Enterprise-Value-in-MA-Deals.xlsx http://youtube-breakingintowallstreet-com.s3.amazonaws.com/106-10-Equity-Value-Enterprise-Value-in-MA-Deals.pdf