Modelling in Excel: Leveraged Buyout Model + M&A Model (Accretion/ Dilution)
Modelling in Excel: Leveraged Buyout Model + M&A Model (Accretion/ Dilution)
Modelling in Excel: Leveraged Buyout Model + M&A Model (Accretion/ Dilution)
And then more specific on how to model an “LBO” and how to build a “M&A
model” to assess the “accretion/ dilution” of a M&A deal.
Topics:
• Topic 1: Leveraged Buyout (LBO) Model (July 7th 2020);
• Topic 2: M&A Model - Accretion/ Dilution (July 7th 2020).
Visiting address:
Kersten Corporate Finance
Gording 67
5406 CN Uden
The Netherlands
www.joriskersten.nl
Phone: +31 (0)6 8364 0527
Email: joris@kerstencf.nl
Source used
Handbook:
Investment Banking:
Valuation, leveraged buyouts and mergers &
acquisitions.
Second edition (2013). Joshua Rosenbaum &
Joshua Pearl.
Wiley Publishing company.
Topic 1
Investment Banking:
Valuation, leveraged
buyouts and mergers
& acquisitions of
Joshua Rosenbaum &
Joshua Pearl (exibit
5.15 in the book).
Investment Banking:
Valuation, leveraged
buyouts and mergers
& acquisitions of
Joshua Rosenbaum &
Joshua Pearl (exibit
5.44 in the book).
M&A Model -
Accretion/ Dilution
Source used:
Investment Banking: Valuation, leveraged buyouts and
mergers & acquisitions. Second edition (2013). Joshua
Rosenbaum & Joshua Pearl. Wiley Publishing company.
The M&A model – Accretion/
Dilution: An Introduction
The M&A model consists essentially out of two
standalone financial models, one for the acquirer
and one for the target.
These models are summed up in order to form “pro
forma combined financial statements”.
As with a LBO model, historical financial data is
entered into an “income statement (IS) tab” and
“balance sheet (BS) tab” in Microsoft excel.
The M&A model – Accretion/
Dilution: An Introduction
And then assumptions like growth rates, margins,
working capital assumptions etc. that drive income
statements, cash flow statements and balance sheets
are entered into “assumption tabs” in Microsoft
excel.
And an offer price for the shares of the acquisition
and acquisition structure (payment with equity vs
debt, example 50%-50%) data are then entered into
a “transaction summary tab” in excel.
The M&A model – Accretion/
Dilution: An Introduction
After that the financing structure (how the debt part
is built up), allocations of the purchase price
premium (purchase price allocation (PPA)/ goodwill),
assumptions around deal-related depreciation and
amortization (because of asset write ups/ PPA) and
estimated synergies are entered into a tab called
“pro forma assumptions”.
Concerning the financing structure, a special tab is
created in which for each debt instrument key terms
are typed in.
This tab is called “pro forma debt schedule”.
The M&A model – Accretion/
Dilution: An Introduction
Once all the appropriate deal-related information is
entered into the model, it should automatically
update two tabs, 1 concerning the “pro forma credit
statistics” and 1 concerning the “accretion or
dilution” after the deal.
I will talk about accretion/ dilution later on in this
blog, but first let’s take a look at some more basics of
this so-called M&A model.
Build in flexibility with
Microsoft excel
As with the LBO model, a M&A model is constructed with
the flexibility to analyze a given proposed transaction
under “multiple financing structures” and “operating
scenarios”.
On the “transaction summary tab” in excel; basically the
first tab, toggle cells allow the corporate finance
consultant to switch amongst others between multiple
financing structures and operating scenarios.
Here for the “choose function” in excel is used, like I
discussed in my blog on the LBO model.
This is just really handy, because it would be crazy to type
in different operating scenarios and financing structures
when your managing director or the client asks for this.
It can now be done simply with building in a “toggle”
with some choose functions. Excel is our best friend.
Financing structure and deal
structure
An acquirer of a target company needs to choose among the
available funds based on a variety of factors, think of cost of
capital, flexibility on your balance sheet, rating agency
considerations and speed and certainty to close the
transaction.
Debt financing refers to the issuance of new debt or to use
“revolver availability” to partially, or fully, fund a M&A
transaction.
Examples of debt instruments are: a revolving credit facility,
term loans and bonds/ notes.
Equity financing refers to a company’s use of its own stock as
an acquisition currency. An acquirer can either offer its own
stock directly to the shareholders of the target.
Or they can first issue shares and then use the cash proceeds
to pay the shareholders of the target.
Equity financing offers the issuers with greater flexibility as
there are no mandatory cash interest payments, repayments
of principal and no covenants (as all the case with debt).
Goodwill, purchase price
allocation (PPA) and deferred tax
liability
In modelling a stock sale transaction “Goodwill” needs to
be taken into account. When the purchase price exceeds
the “net identifiable assets” of the target, this excess is
first allocated to the target’s tangible and identifiable
intangible assets.
These are then written up to their “fair value” and we call
this purchase price allocation (PPA).
These tangible and intangible asset write ups are then
reflected in the acquirer’s pro forma balance sheet.
And they are then depreciated and amortized over their
useful lives which reduces after tax earnings.
Goodwill, purchase price
allocation (PPA) and deferred tax
liability
This transaction related depreciation and
amortization is not deductible for tax purposes. And
from an accounting perspective, this discrepancy
between book value and tax value is resolved
through the creation of a deferred tax liability (DTL)
on the balance sheet.
For example called: “deferred income taxes”.
Goodwill is calculated as purchase price minus
target’s net identifiable assets after allocations to the
target’s tangible and intangible assets (PPA).
Once calculated, goodwill is added to the asset side
of the acquirer’s balance sheet and tested yearly for
“impairment”.
A graphical
representation of the
calculation of
goodwill is given here.
Investment Banking:
Valuation, leveraged
buyouts and mergers
& acquisitions of
Joshua Rosenbaum &
Joshua Pearl (exibit
7.4 in the book).
Any questions …
Source used
Handbook:
Investment Banking:
Valuation, leveraged buyouts and mergers &
acquisitions.
Second edition (2013). Joshua Rosenbaum &
Joshua Pearl.
Wiley Publishing company.
Training programs face to
face @ The Netherlands
The open training programs of Joris Kersten in The Netherlands take
place at the dates below. And for registration just write an email
(joris@kerstencf.nl) or look at www.joriskersten.nl.
1. 28, 29, 30, 31 October 2020 + 2, 3 November 2020: 6 days -
Business Valuation & Deal Structuring. Location: Amsterdam
Zuidas/ The Netherlands;
2. 16, 17, 18, 19 November 2020: 4 days - Financial Modelling in
Excel. Location: Amsterdam Zuidas/ The Netherlands.
Locations for both training programs: Crown Plaza Hotel @
Amsterdam South (“Zuidas”).
Visiting address:
Kersten Corporate Finance
Gording 67
5406 CN Uden
The Netherlands
www.joriskersten.nl
Phone: +31 (0)6 8364 0527
Email: joris@kerstencf.nl
100% online training program
Registered Consultant Investment Management (RCIM)
On January 1st 2021 you can start (100% online) with obtaining your Certificate “Registered
Consultant Investment Management” (RCIM) given out by “Kersten Corporate Finance” in
The Netherlands.
In 19 webinars (19 topics) of about 3 hours each, I will teach you the key elements of
“investment management”. And this in 6 main themes.
After the webinars you practice with cases and exercises yourself, including questions from
past CFA exams (level 1, 2 and 3). In the cases and exercises I will also teach you to actively
use “Microsoft Excel” since this is an important tool in Corporate Finance.
The correct answers of the cases and exercises are also presented to you by webinars,
worked out in detail. This in order to check your own work.
When you have finished the 19 webinars and have practised with the exercises and cases (all
online), then there is an online exam to take (whenever you feel ready).
And when you pass the exam then you will receive the “Certificate Investment Management”
of “Kersten Corporate Finance”. (pass = grade above 5.5 on a scale of 10)
Your name, and certificate number, will then be mentioned in the register on
www.joriskersten.nl.
So for example your employer can then verify that you obtained the “Certificate Investment
Management” of “Kersten Corporate Finance”.
100% online training program
Level training:
Participants get from a "foundation" level to "intermediate" level. This takes about 1 month
to 3 months, depending on your own speed.
Foreknowledge needed for the training: A basic understanding of the Profit & Loss statement,
cash flow statement and balance sheet. Moreover, a basic understanding of Microsoft excel.
The “course manual” with all info and conditions of the training will be available in the week
of June 8th 2020.
And registration & subscription will also start in the week of June 8th 2020.
The 19 topics of the webinars, divided over 6 main themes are:
The “course manual” with all info and conditions of the training will be available in the week
of June 8th 2020.
(will become July 2020 due to very busy agenda “after” corona)
More info on valuation …
About 60 articles on “Business Valuation” can be found on my linkedin
page under “articles”: www.linkedin.com/in/joriskersten
(On the next slides I will also give you all the links to the (free) articles).
Article 2: Valuating Oil & Gas Companies: The Oil Industry – Part 2
https://www.linkedin.com/pulse/valuating-oil-gas-companies-industry-part-2-kersten-
msc-bsc-rab/
60 free articles on valuation
Earlier blogs on “Leveraged Buy-Outs (LBOs)”
Article 1: Debt: Ratio “debt/ GDP” in the US, The Netherlands, Germany and Japan
https://www.linkedin.com/pulse/debt-ratio-gdp-us-netherlands-germany-japan-
kersten-msc-bsc-rab/
Article 2: Debt: Why global debt increased over the last 100 years
https://www.linkedin.com/pulse/debt-why-global-increased-over-last-100-years-
kersten-msc-bsc-rab/
Article 1: Financial Modelling in Excel: Circular references, interest calculations and iterations
https://www.linkedin.com/pulse/financial-modelling-excel-circular-references-kersten-msc-bsc-rab/
Article 2: Excel basics for Finance: SUM, MAX, MIN, AVERAGE, IF, cell referencing, named ranges
https://www.linkedin.com/pulse/excel-basics-finance-sum-max-min-average-cell-named-joris/
Article 5: Excel for Business Valuation: NPV, IRR, PMT and EOMONTH
https://www.linkedin.com/pulse/excel-business-valuation-npv-irr-pmt-eomonth-kersten-msc-bsc-rab/
Article 6: Excel for Business Valuation: Custom Formatting, Conditional Formatting and Sparklines
https://www.linkedin.com/pulse/excel-business-valuation-custom-formatting-sparklines-joris/
60 free articles on valuation
Earlier blogs on “various topics”
Article 2: Valuation: How to adjust for “Operating Lease” (under Dutch GAAP)
https://www.linkedin.com/pulse/valuation-how-adjust-operating-lease-under-dutch-gaap-joris/
Article 6: Economics: Do economies have to grow to maintain the same level of prosperity ???
https://www.linkedin.com/pulse/economics-do-economies-have-grow-maintain-same-level-joris/
60 free articles on valuation
Earlier blogs on “bonds”
Article 1: M&A Transactions: Share Deals, Asset Deals and Legal Mergers
and Divisions
https://www.linkedin.com/pulse/ma-transactions-share-deals-asset-legal-
mergers-kersten-msc-bsc-rab/
Article 2: Energy transition: Energy mix of The Netherlands & Goals for co2 reduction
https://www.linkedin.com/pulse/energy-transition-mix-netherlands-goals-co2-
reduction-joris/
Article 11: Valuation: Illiquidity discounts, control premiums and minority discounts
https://www.linkedin.com/pulse/valuation-illiquidity-discounts-control-premiums-joris/