Investment Banking

FINANCE COMPENDIUM
INVESTMENT BANKING
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TEAM NIVESHAK
Contents
Introduction to Investment Banking
- Role of Investment Banking.................................................................................................... 1
- Investment Banking v/s Traditional Banking ...........................................................................2
- Services of Investment Banking ............................................................................................. 3
Cost of Capital
- Cost of Capital ......................................................................................................................... 3
- Cost of Debt ............................................................................................................................. 4
- Cost of Preferred Stock ............................................................................................................ 4
- Cost of Equity........................................................................................................................... 5
- Weighted Average Cost of Capital ............................................................................................ 5
Valuation
- Introduction to Valuation ........................................................................................................... 6
- Dividend Discount Model .......................................................................................................... 6
- Discounted Cash Flow Method .................................................................................................8
- Relative Valuation .................................................................................................................. 10
- Valuation using Comparable Transactions Method ..................................................................11
- Other Valuation Techniques ................................................................................................... 11
Enterprise Value and Equity Value
- Enterprise Value and Equity Value .......................................................................................... 12
- Why is Enterprise Value used?................................................................................................ 13
- How to use EV and Equity value of a company?...................................................................... 13
- EV and Equity value of private companies ............................................................................... 14
- Understanding the Ratios: Equity value & Enterprise Value ..................................................... 15
Understanding the valuation ratios ...................................................................................................... 15
Industry-Specific Ratios ....................................................................................................................... 16
Merger & Acquisitions
- Reasons for a merger............................................................................................................... 16
- Reasons not to merge ............................................................................................................. 17
- Strategic Buyers v/s Financial Buyers ....................................................................................... 17
- How do they pay?..................................................................................................................... 17
- Tender Offers ........................................................................................................................... 18
- Mergers v/s Acquisitions ........................................................................................................... 18
- Accretive vs. Dilutive Mergers .................................................................................................. 18
Advanced Accounting Concepts .......................................................................................................... 18
Checklist for Preparation ..................................................................................................................... 21
Past SIP Interview questions ………………………………………………………………………………………22
Investment Banking
Investment Banking: Introduction
Investment banking is, at its very core, pretty straightforward. Investment banking is a method of controlling
the flow of money. The goal of investment banking is channeling cash from investors looking for returns
into the hands of entrepreneurs and business builders who are long on ideas but short on bucks.
Investment bankers raise money from investors by selling securities and then transfer that money to people
who need cash to start businesses, build buildings, run cities, or bring other costly projects to reality.
There are many aspects of investment banking that muddy this fundamental purpose. But in the end,
investment bankers simply find opportunities to unlock the value of companies or ideas, create businesses,
or route money from being idle to have a productive purpose.
Role of Investment Banking
Investment bankers get involved in the very early stages of funding a new project or endeavor. Investment
bankers are typically contacted by people, companies, or governments who need cash to start businesses,
expand factories, and build schools or bridges. Representatives from the investment banking operation
then find investors or organizations like pension plans, mutual funds, and private investors who have more
cash than they know what to do with and who want a return for the use of their funds. Investment banks
also offer advice regarding what investment securities should be bought or the ones an investor may want
to buy. One of the trickiest parts of understanding investment banking is that it's typically a menu of financial
services. Some investment banking operations may offer some services but not others.
The services offered by investment banks typically fall into one of a few buckets. One of the best ways to
understand investment banks is to examine all the functions that some of the biggest investment banks
perform. For example, Morgan Stanley, one of the world’s largest investment banks, has its hands in
several key business areas, including the following:
Capital raising: This part of the investment banking function helps companies and organizations generate
money from investors, typically done by selling shares of stock or debt.
Financial advisory: In this role, the investment banking operation is hired to help a company or
government manage its financial resources. Advice may pertain to whether to buy another company or sell
off part of the business. A common business decision tackled by this type of investment banking is whether
to acquire another company or divest a current product line. This is called mergers and acquisitions (M&A)
advisory.
Corporate lending: Investment banks typically help companies, and other large borrowers sell securities
to raise money. But large investment banks are also frequently involved in extending loans to their
customers, often short-term loans (called bridge loans) to tide a company over while another transaction
is in the works.
Sales and trading: Investment bankers are a creative and innovative lot in the business of constructing
financial instruments to be bought and sold. It's natural for investment bankers to also buy and sell stocks
and other financial instruments either on behalf of their clients or using their own money.
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Brokerage services: Some investment banking operations include brokerage services where they may
hold clients’ assets or help them conduct trades.
Research: Investment banks not only help large institutions sell securities to investors but also assist
investors looking to buy securities. Many investment banks run research units that advise investors on
whether they should buy a particular investment.
Investments: Investment banks typically serve the role of a middleman, sitting between the entities that
need money and those that have it. But periodically, units of investment banking operations may invest
their own money in promising companies or projects. This type of investment, often made in companies
that don't have investments that the public can buy, is called private equity.
Investment banking operations at one firm may be engaged in some of the preceding activities, but not all.
No rule demands investment banking operations must perform all the services described here. As
investment firms grow, though, they often add functions, so they're more valuable to their clients and can
serve as a common source for various services.
Investment Banking v/s Traditional Banking
The critical part of the investment banking process is how cash is funneled from the people who have it to
the people who need it. After all, traditional banks do essentially the same thing investment banks do —
get cash from people who have excess amounts into the hands of those who have
productive uses for it.
Traditional banks take deposits from savers with excess cash and lend the money out to borrowers. The
main types of traditional banks are commercial banks (which deal primarily with businesses) and retail
banks (which deal mostly with individuals).
However, the difference between traditional banks and investment banks is the way money is transferred
between the people and institutions that need it and the ones who have it. Instead of collecting deposits
from savers, as traditional banks do, investment bankers usually rely on selling financial instruments (such
as stocks and bonds) in a process called underwriting. By selling financial instruments to investors, the
investment bankers raise the money provided to the people, companies, and governments with productive
uses for it.
Now that you see that the chief role of investment banks is selling securities, the next question is: What
types of securities do they sell? The primary forms of financial instruments sold by investment banks
include the following:
Equity: If you've ever bought stock in a company, be it an individual firm like Microsoft or an index fund
that invests in companies in the Standard & Poor's (S&P) 500, you've been on the investor end of an equity
deal.
Investment bankers help companies raise money by selling ownership stakes, or equity, in the company
to outside investors. After the investment bank sells the securities, the owners are free to buy or sell them
on the stock market. Equity is first sold as part of an equity offering called an initial public offering (IPO).

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Debt capital: Some investors have no interest in owning a piece of the company, but they're more than
willing to lend money to it for a price. That's the role of debt capital. Investment banks help companies
borrow money by issuing bonds, or IOUs, that are sold to investors. The company must pay the
prearranged rate of interest, but it doesn't change any ownership of the company. If a company falls on
hard times, though, the debt owners have a higher claim to assets than do the
equity owners if liquidation of the company is necessary.
Hybrid securities: Most of what investment banks sell can be classified as either debt or equity. But some
securities take on traits of both or are an interesting spin on both. One example is preferred shares, which
give investors an income stream higher than what is paid on the regular equity.
But preferred shares don't come with as high a claim to assets as bonds, and the company can suspend
this income stream if it chooses.
Services of Investment Banking
Investment banks do much more than just raising capital by selling investments. Although selling securities
to raise money is arguably the primary function of investment banks, they also serve several other roles.
All the functions of investment banks typically fall into one of two primary categories: selling or buying.
The sell-side: Investment banks are best known for the part of their business that sells securities, or the
sell-side. This function of the investment bank is responsible for finding investors to buy the securities
being sold, which raises the money needed by businesses and governments to grow and prosper.
The buy-side: Investment banks may also take the role of advising the large investors who are interested
in buying financial instruments. Serving in its role on the buy side, the investment bank can offer
suggestions to large institutional investors like mutual funds, pension plans, or endowments on which
securities may be appropriate for it to buy to meet return targets.
The dual role of investment banking operations, serving both buyers and sellers of securities, raises
constant worries of double-dealing and conflicts of interest. Some people rightly question whether it's
possible for the same investment bank that makes money selling shares of an IPO, for instance, to give
honest and unbiased investment advice to investors trying to decide whether they should buy or sell. The
question of conflicts of interest in investment banking operations has become paramount since the financial
crisis began in 2007.
Before diving into the intricacies of valuation techniques, it is imperative to learn certain concepts that form
the building blocks of valuation techniques.
Cost of Capital
What do we mean when we talk about net present value? We’ll explain this important concept with a simple
example. Let’s say you had an arrangement under which you were set to receive $20 from a friend one
year from now.
Now let's say for some reason that you decide you don't want to wait for a year and would rather have the
money today. How much should you be willing to accept today? More than $20, $20, or less than $20? In
general, a dollar today is worth more than a dollar tomorrow for two simple reasons. First, a dollar today

Investment Banking
can be invested at a risk-free interest rate (think savings account or U.S. government bonds) and earn a
return. A dollar tomorrow is worth less because it has missed out on the interest you would have earned
on that dollar had you invested it today. Second, inflation diminishes the buying power of future money.
A discount rate is a rate you choose to discount the future value of your money. A discount rate can be
understood as the expected return from a project that matches the project's risk profile in which you would
invest your $20.
Note: The discount rate is different than the opportunity cost of the money. Opportunity cost is a measure
of the opportunity lost. Discount rate is a measure of risk. These are two separate changes.
To express the relationship between the present value and future value, we use the following formula:
Present Value = Future Value / (1 + rd)n
Here, “rd” is the discount rate, and “n” is the number of years in the future.
Now the question arises what discounting rate should we use? The selection of discounting rate depends
on the firm's capital structure and the nature of cash flows to be discounted.
The cost of capital is the rate of return (%) expected by investors who provide capital for a business. Once
this amount is paid for, the remaining amount is profit. For investors, the cost of capital represents the
degree of perceived risk. An investor always wants to put his/her money into a company that would
generate revenues that exceeds the cost of capital and generate returns that are proportionate with the
risk.
Cost of Debt
The cost of debt is the rate of return that a firm provides to its debtholders and creditors. These financiers
need to be compensated for any risk exposure that comes with lending to a company.
The cost of debt helps understand the overall rate paid by a company to use these types of debt financing.
This can also give investors an idea of the company's risk level compared to the others because riskier
companies tend to have a higher cost of debt.
After tax Cost of Debt = (1-Tax rate) * Borrowing rate
Cost of Preferred Stock

The cost of preferred stock is the rate of return, which is required by the holders of a company's preferred
stock. It can be calculated by dividing the annual preferred dividend payment by the preferred stock's
current market price.

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Cost of Equity
The cost of equity is the rate of return a company requires to decide if an investment meets capital return
requirements.
The cost of equity can be calculated by using the Capital Asset Pricing Model or Dividend Capitalization
Model.
Capital Asset Pricing Model

The Capital Asset Pricing Model (CAPM) gives the relationship between systematic risk and expected
return for assets, particularly stocks. CAPM is widely used throughout finance to risky price securities and
generate the expected returns for the assets given the risk of those assets and the cost of capital.
ERi=Rf+βi(ERm−Rf)
where:
ERi=expected return of investment
Rf=risk-free rate
βi=beta of the investment (ERm−Rf)=market risk premium
Dividend Discount Model

The Dividend Discount Model (DDM) is a quantitative method for valuation a company's stock price based
on the assumption that the current fair price of a stock equals the sum of all of its future dividends
discounted back to their present value.
Value of Stock = EDP / (CCE−DGR)
where:
EDPS = expected dividend per share
CCE = cost of capital equity
DGR = dividend growth rate
Weighted Average Cost of Capital

The Weighted Average Cost of Capital (WACC) will show a firm’s blended cost of capital across all the
sources, including both the debt and the equity. We weigh each type of financing source by its proportion
of total capital and then added together.
Where,
- E is the market value of Equity;

- D is the market value of Debt;
- RE is the required rate of return on equity;
- RD is the cost of debt or the yield to maturity on existing debt;
- T is the applicable tax rate.

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Valuation
Valuation: Introduction
“Byju’s raise about $340 million at a valuation of $16.5 billion"; "Reliance Retail acquires Future Group's
retail business." These are some of the recent news in the financial space that made the headlines - ever
wondered how the companies arrive at such valuation? Imagine yourself to be a CEO of a successful
company that manufactures TVs. You are interested in selling the company. How do you arrive at the
value of the company to sell it for?
For starters, the value of a company is equal to the value of its assets,
Value of Assets = Debt + Equity
Equity represents ownership in the company. So, if you buy 20 percent of a company’s equity, you own
20 percent of the company. Debt, on the other hand, the company promises to pay the amount owed to
its lenders.
Now, coming back to our equation, the value of debt is easy to calculate. Unless the debt trades and thus
has a real "market value," the market value of debt is equal to the book value of debt. Calculating the
market value of equity is the trickier part, and that's where the valuation techniques come into play.
Valuation Methodologies
Dividend Discount Model
As discussed under introduction, valuing a firm would consist of the value of debt and then adding the
value of equity.
To calculate the value of Equity, we need the price of a share. Let us see how it can be calculated.
Any project or investment's value (or price) would be equal to the cash flows we expect from it in the future.
Here, we need to discount the future cash flows to T0 (current year).
Assuming that the investor does not sell his share, the expected cash flow from equity would be dividends,
and thus the value of the share would be the discounted present value of all future dividends.
This is known as the Dividend Discount Model.
Under this model, if D1 is the dividend paid out at the end of the first term, r is the discount rate, and g is
the rate of growth of dividends, then-current price, i.e., P 0.
𝑃0 = D1/ (𝑟−𝑔)

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How are dividends paid?
Now dividends are an appropriation of the company’s earnings. Generally, a portion of the corporate
earnings is paid back to the shareholders in the form of dividends. The balance is reinvested into the
business.
The ratio of earnings paid out as dividends is called the payout ratio = DPS/EPS (where DPS is the dividend
per share; EPS is earnings per share).
Why do we factor in growth?
Since some of the earnings are reinvested into the business, this enables the company to earn incremental
income leading to growth in dividends as well.
Thus, 1- DPS/EPS represents the fraction of income reinvested in the business. This is called the plowback
ratio. The ploughed back capital would earn a return equal to the Return on Equity earned by the company,
and thus if the payout ratio stays constant, the income and hence the dividend would grow at:
𝑔=𝑝𝑙𝑜𝑤𝑏𝑎𝑐𝑘 𝑟𝑎𝑡𝑖𝑜∗𝑅𝑂𝐸
A major assumption that we have made in the above discussion is that all these ratios remain constant,
which is rarely the case in real-life scenarios. For stocks with variable growth rates, we find dividends for
each year separately and then sum the discounted value to get the stock's price. The process is similar to
that in DCF.
𝑃0 =𝐷1/(1+𝑟)1 + 𝐷2/(1+𝑟)2 + ….. + 𝐷H/(1+𝑟)H+ PH/(1+𝑟)H
Where,
Di = Dividend in the ith period

PH = Expected price of the stock at the end of period H
Usually, H is chosen to be the time when the firm's growth is expected to stabilize.
Example: Consider a firm with an EPS of Rs. 10 and a payout ratio of 0.5. Furthermore, the ROE is 15%,
and the discount rate is 10%. Then, g = 0.5*0.15 = 0.075;
P = Price of share = 10*0.5 / (.1-0.075) = Rs. 200
Note: The dividend discount model is generally not used to value firms. The model helps to
understand the basics of valuation.

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Discounted Cash Flow Method (DCF)
DCF Method helps estimate the intrinsic value of an asset-based on cash flows and their likely certainty.
The Enterprise Value is estimated by discounting expected cash flows using a suitable discount rate.
There are two commonly used methods to estimate DCF:

1. Free Cash Flow to Firms (FCFF)
2. Free Cash Flow to Equity (FCFE)
Free Cash Flow to Firms
FCFF, or Free Cash Flow to Firm, is the cash flow available to all funding providers. It is referred to as
unlevered free cash flow. There are four ways to compute FCFF:
Free Cash Flow to Firm = Net Income + Interest Expense (1-t) + Noncash Expenses (Depreciation &
Amortization) – Capex – Changes in working capital
Free Cash Flow to Firm = Cash flow from operations + Interest Expense (1-t) – Capex
Free Cash Flow to Firm = EBIT (1-t) + Noncash expenses (Depreciation & Amortization) – Capex –
Changes in working capital
Free Cash Flow to Firm = EBITDA (1-t) + (Depreciation * t) – Capex – Changes in working capital
The main difference between levered and unlevered free cash flow is the financial obligations that
are considered:
 Levered free cash flow (LFCF): Also known as free cash flow to equity (FCFE), this is the amount
of cash a business has after paying all of its financial obligations, such as interest, loan payments,
and other financing expenses. This money can be used to pay dividends to stakeholders and
invest in the business.
 Unlevered free cash flow (UFCF): Also known as free cash flow to the firm (FCFF), this is the
amount of cash a business has before paying its financial obligations.
Free Cash Flow to Equity
This method is commonly used in Leverage Buyout models and by some financial services firms. FCFE
measures the amount of cash that is available for distribution to equity shareholders.
Free Cash Flow to Equity = Net Income + Noncash expenses (Depreciation & Amortization) – Capex –
Changes in working capital + Net Debt Issued (repaid)
Free Cash Flow to Equity = Cash Flow from Operations – Capex + Net Debt Issued (repaid)
Note – Interest payments are classified as a financing activity in both the ways explained above.

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Terminal value – different ways of calculations
There can be two ways to compute Terminal Value as follows:
1. Growing perpetuity
2. Terminal EV multiple
Growing perpetuity method

This method computes the present value of the cash flow, assuming the same were to be earned into
perpetuity.
Terminal Value (nth year) = FCF (n) * 1 + g / (WACC-g)
Hence, a point to note is that FCF of (n+1)th years is divided by (WACC-g) to get Terminal Value for the
nth year.
Note – FCF can be replaced with FCFE if we are trying to find equity value. In that case, w will be
replaced with Ke.
Terminal EV multiple
The last year's EBIT/EBITDA can be multiplied by a suitable multiple that reflects fundamentals in the
steady-state.
DCF Walk-through:
The most common approach to building a DCF is the unlevered DCF, which involves the following steps:
1. Forecast Unlevered Free Cash Flows ("FCFF" or "UFCF"): First, unlevered free cash flows, which
represent cash flows to the firm before the impact of leverage, should be forecast explicitly for a 5-to-10-year
period.
2. Calculate Terminal Value ("TV"): Next, the value of all unlevered FCFs beyond the initial forecast period
needs to be calculated – this is called the terminal value.
The two most common approaches for estimating this value are the growth in perpetuity approach and the
exit multiple approach.
3. Discount Stage 1 & 2 CFs to Present Value ("PV"): Since we are valuing the company at the current date,
both the initial forecast period and terminal value need to be discounted to the present using the weighted
average cost of capital ("WACC").
4. Move from Enterprise Value > Equity Value: To get to equity value from enterprise value, we would need
to subtract net debt and other non-equity claims. For the net debt calculation, we would add the value of non-
operating assets such as cash or investments and subtract debt. Then, we would account for any other non-
equity claims such as minority interest.
5. Price Per Share Calculation: Then, to arrive at the DCF-derived value per share, divide the equity value
by diluted shares outstanding as of the valuation date. For public companies, the equity value per share that
our DCF just calculated can be compared to the current share price.
6. Sensitivity Analysis: Given the DCF’s sensitivity to the assumptions used, the last step is to create
sensitivity tables to see how the assumptions used will impact the implied price per share.

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Relative Valuation
A relative valuation model is a business valuation method that compares a company's value to that of its
competitors or industry peers to assess the firm's financial worth. Relative valuation models are an
alternative to absolute value models, which try to determine a company's intrinsic worth based on its
estimated future free cash flows discounted to their present value, without any reference to another
company or industry average. Like absolute value models, investors may use relative valuation models
when determining whether a company's stock is a good buy.
Relative valuation is also used in investment banking extensively, where the value of the target is
triangulated with the help of industry multiples. The most common multiples are EV/Sales, EV/EBITDA,
P/E, P/B.
Advantages
Improves market efficiency because it makes it easy to track pricing errors and correct them afterward
It is expected to reflect market perceptions and investing moods better than DCF valuation. Such a
multiple-based multiple-based analysis helps take momentum, value, or growth-based strategies and
provides a close indication of how the business is performing compared to its peers.
It is quite handy and generally takes less time and information than other popular valuation methods.
Disadvantages
Multiples valuation is built on the assumption that the market has correctly priced the securities in
aggregate but made errors in pricing individual securities. So, if the market is over/undervalued on an
overall basis, the multiples valuation will result in errors.
To create a comparative set of peers, one has to be extra cautious in selecting the right peers (size,
lifecycle, market share) and also take care of the differences in financial years, accounting, and non-
operating items. This makes the process a bit risky.
It may not work when the investor has a long-term horizon or when there are limited comparables with
common variables to consider.
In M&A, a control premium is paid because:
 Incentive to Sell: The premium is an extra amount over the market value to motivate shareholders
to sell their shares.
 Controlling Interest: Without this premium, it's unlikely that shareholders would be willing to give up
their ownership, as selling their shares at market price wouldn't be profitable for them.
In simpler terms, shareholders need a good reason to sell their shares, and the control premium provides
that reason by making the offer attractive.
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Valuation using comparable transactions method
Under the comparable transactions method, we look at the "comparable" transactions that have taken
place in the industry, accompanying relevant metrics such as "multiples" or ratios.
In the comparable transaction method, you are looking for a key valuation parameter. That is, where the
companies in those transactions valued as a multiple of EBIT, EBITDA, revenue, or some other parameter?
If you figure out the key valuation parameter, you can examine at what multiples of those parameters the
comparable companies were valued. You can then use a similar approach to value the company being
considered.
A few considerations while using comparable transactions method
- Recent transactions are preferred more than older ones

- Transactions should be from the same industry and from a similar country (for example – it is acceptable
to take Indonesia or South Asia as a close proxy for India in the telecom or tech industry)
- Buyer profile also matters a lot – a financial sponsor (e.g., KKR) may pay lesser than a strategic buyer
(e.g., Facebook/Google in case of Reliance JIO)
- Company size plays a role too – Ideally, a similar size company is preferred in this analysis.
Note: On the outset, comparable transactions method and relative valuation appear to be the same.
However, this is not completely true. The type of multiples used can be the same in both the methods, but
the transactions method captures an additional aspect called takeover premium. Takeover premium is the
difference between the company's market price (or estimated value) and the actual price paid to acquire
it, expressed as a percentage. It represents the additional value of owning 100% of the company in a
merger or acquisition and is also known as the control premium. The control premium is the additional
benefit an acquirer receives (compared to an individual shareholder) from having full control over the
business. Acquirers typically pay premiums for two main reasons: the value of control and the value of
synergies.
Other valuation techniques
Liquidation Valuation – Valuing the company's assets, assuming that they are sold off and then
subtracting liabilities to determine how much capital, if any, equity investors receive. This is useful in
bankruptcy cases.
Replacement Value – Valuing a company based on the cost of replacing its assets.
Sum of the Parts (SOTP) - Valuing each division/segment of a company separately and adding them
together at the end. Remember to reduce the holding discount, which represents the discount on account
of lack of marketability and lack of control. To be used when a company has completely different, unrelated
divisions.
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Enterprise Value and Equity Value
Questions on Equity Value, Enterprise Value, valuation metrics, and multiples are some of the most
common interviews.
There is often a disagreement on the valuation front. The market may say a company is worth one amount,
but its intrinsic value may differ. A company's market value can be different from its intrinsic value.
Let us consider a situation where you are analyzing a company that has Rs 200 in cash flow. You settle
on a discounting rate of 10% as similar companies are expected to generate annual returns of 10% in the
long term.
However, there is a disagreement on the expected growth rate. As per your estimates, the company’s
cash flow will grow at 5% in the future, but the current owners think it will grow at 7%.
As a result, the company’s value is very different to both groups: Implied Value to YOU = Rs 200 / (10%
– 5%) = $5,000. Market Value = $100 / (10% – 5%) = $6,667.
So, the owners want $6,667 for the company, or they won't sell it. But you believe that the company is too
expensive and its intrinsic value is quite a bit lower. As a result, you won't buy the company at that price.
The two main ways to measure “Value” are Equity Value and Enterprise Value.
Equity Value: The value of EVERYTHING a company has (i.e., ALL its Assets), but only to EQUITY
INVESTORS (i.e., common shareholders).
Enterprise Value: The value of the company’s CORE BUSINESS OPERATIONS (i.e., ONLY the Assets
related to its core business), but to ALL INVESTORS (Equity, Debt, Preferred, and possibly others).
EV = Equity Value + Debt + Preferred Stock – Cash – Marketable Securities + Non controlling interest.
Definitions:
Equity Value: Equity value is found by taking the company's fully-diluted shares outstanding and
multiplying them by a stock's current market price.
Debt: They are interest-bearing liabilities and are comprised of short-term and long-term debt. You take
the market value of debt for calculating Enterprise Value.
Preferred Stock: Preferred Stock pays out a fixed dividend, and preferred stockholders also have a higher
claim to a company’s assets than equity investors do. As a result, it is seen as more similar to debt than
common stock.
Cash and marketable securities: In an acquisition, the buyer would get the seller's cash, so it effectively
pays less for the company based on how large its cash balance is.
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Non-controlling interest: Non-controlling interest is the portion of a subsidiary not owned by the parent
company (who owns a greater than 50% but less than 100% position in the subsidiary). The financial
statements of this subsidiary are consolidated in the financial results of the parent company.
We add this minority interest to the calculation of EV because the parent company has consolidated
financial statements with that minority interest, meaning the parent includes 100% of the revenues,
expenses, and cash flow in its numbers even though it doesn't own 100% of the business. In keeping with
the "apples-to-apples" theme, you must add the non-controlling interest to get to Enterprise Value so that
your numerator and denominator both reflect 100% of the majority-owned subsidiary. By including the
minority interest, the total value of the subsidiary is reflected in EV.
Why is Enterprise Value used?
Enterprise Value is very useful for comparing companies with different capital structures because a change
in capital structure will not affect enterprise value. Hence, it is more commonly used in valuation
techniques.
In the illustration below, you will see an example of enterprise value vs. equity value for two companies
with the same asset value but different capital structures.
Particulars Firm 1 Firm 2

Same Capital Structure
Asset Value (EV) 10,000 10,000
Cash - -
Debt - -
Equity Value 10,000 10,000
Different Capital Structure

Asset Value (EV) 10,000 10,000
Cash 500 -
Debt 2,500 9,000
Equity Value 8,000 1,000
As shown above, if two companies have the same enterprise value (asset value, net of cash), they do not
necessarily have the same equity value. Firm #2 financed its assets mostly with debt and, therefore, has
a much smaller equity value.
While using the relative valuation method, enterprise value is often used for multiples such as EV/EBITDA,
EV/EBIT, or EV/Sales for comparable analysis.
How to use the EV and Equity value of a company?
Let’s take an example to understand this.
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Investment Banking
To calculate a company’s current Equity Value and current Enterprise Value, you start by taking its shares
outstanding and multiplying by its share price.
For example, if a company has 1 billion shares outstanding, and its current share price is $10.00, its
Current Equity Value is $10 billion.
Then, you subtract its Cash, Investments, and non-core-business Assets, which are worth $1.3 billion +
$234 million + $406 million = ~$1.9 billion total.
Then, you add its Debt and Preferred Stock, which are worth $11.3 million + $879.1 million + $0 = $890.4
million
So, its Current Enterprise Value is ~$9 billion.
You now must value the company according to your views of it – in other words, you must calculate its
Implied Enterprise Value and Implied Equity Value.
So, you project the company’s cash flows, and then you discount them back to their Present Value, using
a variation of this formula:
C𝑜𝑚𝑝𝑎𝑛𝑦 𝑉𝑎𝑙𝑢𝑒=𝐹𝑟𝑒𝑒 𝑓𝑙𝑜𝑤 𝑐𝑎𝑠ℎ 𝑓𝑙𝑜𝑤 𝑡𝑜 𝑡ℎ𝑒 𝑓𝑖𝑟𝑚÷(𝑊𝐴𝐶𝐶−𝐶𝑎𝑠ℎ 𝑓𝑙𝑜𝑤 𝐺𝑟𝑜𝑤𝑡ℎ 𝑟𝑎𝑡𝑒)
Based on your views – the Growth Rate and Discount Rate you've used – the company's Implied Enterprise
Value is $10.5 billion.
Then, you calculate the company’s Implied Equity Value by adding Cash, Investments, and non-core-
business Assets and subtracting Debt and Preferred stock, so its Implied Equity Value = $10.5 billion +
$1.9 billion – $890 million = $11.5 billion.
The company's Implied Share Price is $11.5 billion / 1 billion shares or $11.50 per share.
So, your conclusion might be that the company’s shares SHOULD be worth $11.50 each and that it’s a
good deal to buy them at $10.00 per share.
Please note that this is just one of the methods to calculate the implied/ intrinsic equity value. Another
method to calculate the implied value would be to discount the free flow cash flows to equity shareholders
using the cost of equity as the discounting rate (concepts of FCFF and FCFE will be covered in the next
section)
EV and Equity value of private companies
The main difference is that you can’t calculate current Equity Value by using the company’s share price
and shares outstanding because its shares are not publicly traded.
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Investment Banking
As a result, you can’t calculate its current Enterprise Value in a straightforward way. In practice, you often
skip current Equity Value and current Enterprise Value for private companies altogether and just use your
views to estimate the Implied Equity Value and Implied Enterprise Value.
Understanding the Ratios: Equity Value & Enterprise Value
We can categorize the valuation ratios into the following two types:
- Enterprise Value
- Equity Value
As illustrated above, equity level calculations are affected by the changes in the capital structure without
disturbing the enterprise level calculations. Enterprise-level ratios help in comparing companies with
different leverage ratios. Also, Enterprise level ratios are generally less affected by accounting changes/
differences as the denominator is higher than that in the case of equity ratios.
Example of equity level ratios: P/E, PEG, P/B
Example of enterprise-level ratios: EV/EBIT, EV/EBITDA
Understanding the valuation ratios
PE Ratio
PE Ratio is often read in conjunction with expected growth to judge how stocks are relatively valued.
Favorable stock is one with Low PE Ratio and a High expected growth rate in earnings per share.
P/BV Ratio
P/BV Ratio is often read in conjunction with ROE to judge how stocks are relatively valued. Favorable stock
is one with Low P/BV Ratio and High ROE.
P/S Ratio
P/S Ratio is often read in conjunction with Net Margin to judge how stocks are relatively valued. Favorable
stock is one with Low P/S Ratio and a High net profit margin.
EV/EBITDA
EV/EBITDA is often read in conjunction with Reinvestment Rate to judge how stocks are relatively valued.
Favorable stock is one with Low EV/EBITDA and low reinvestment needs.
EV/Capital
EV/Capital is often read in conjunction with Return on Capital to judge how stocks are relatively valued.
Favorable stock is one with Low EV/Capital Stock and high return on capital.
EV/Sales
EV/Sales is often read in conjunction with After-Tax Operating Margin to judge how stocks are relatively
valued. Favorable stock is one with Low EV/Sales and high After-Tax Operating Margin.
LTM: LTM stands for Last Twelve Months (or TTM = Trailing Twelve Months), is a measure used to
evaluate the company's performance in the last twelve months. This is with reference to the immediately
preceding twelve months. This is a more accurate measure compared to values as per financial statements
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Investment Banking
as these are more recent. LTM is usually used when the company has uniform growth prospects and isn't
very volatile.
NTM: NTM stands for Next Twelve Months. This is normally used to forecast the company's performance
in the next twelve months and is used when the company's earnings have cyclical nature, volatile growth
prospects, or are technology-oriented.
1-year forward: A one-year forward ratio typically considers the earnings/financial metrics as projections
for the next year.
Industry-Specific Ratios
Technology (Internet): EV/ Unique Visitors, EV/ Pageviews
Ecommerce: EV/Gross Merchandise Value, EV/ Revenue
Cement: EV/Tonne, EV/EBITDA, Capacity utilization
Airlines: EV / EBITDAR (Earnings Before Interest, Taxes, Depreciation, Amortization & Rental Expense)
Energy: EV / EBITDAX (Earnings Before Interest, Taxes, Depreciation, Amortization & Exploration
Expense), EV / Daily Production, EV / Proved Reserve Quantities
Hotel Industry: Average Daily Rate (ADR), Revenue per available room (RevPAR), Occupancy
Retail Industry: EV/EBITDAR, Revenue per sq feet, revenue per employee
Banks and NBFCs: ROE (Return on Equity, Net Income / Shareholders’ Equity), ROA (Return on Assets,
Net Income / Total Assets), and Price to Book Value and Tangible Book Value rather than Revenue,
EBITDA, and so on.
Mergers & Acquisitions
Reasons for a Merger?
Two companies merging together often form a part of the front page of news headlines. Ever wondered
why do the companies merge?
In the textbook, one word answer you will come across is "synergy." Synergy is later explained in layman
terms as a situation wherein 1+1 is more than 2. But what are these synergies that occur because of a
merger? Some examples of these synergies would include reductions in redundant workforce and utilizing
the technology, market share of the other party to the deal, and combinations of service offerings.
Now, let us evaluate the possible reasons for a merger:
- To gain a foothold into a new market, i.e., either a new product or a geographic region, or
sometimes both.
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Investment Banking
- Sometimes mergers are driven by the brand recognition of the acquisition.
- To consolidate operations, thus lowering costs and boosting profits (economies of scale).
- To get bigger in a consolidating industry. For example. Vodafone Idea merging to compete with
Reliance Jio in the telecom industry
Reasons not to merge?
While mergers are a fancy and big-ticket event on Wall Street, the post-mergers logistics are not always
fanciful. One out of five mergers fails to achieve the synergies initially targeted. The reason is not just
because of poor implementation after the merger. Many mergers are simply ill-advised or involve a clash
of corporate cultures.
Many mergers are also the result of management egos and the excitement generated in a merger mania
market. For example, the recent Mobil/Exxon deal was constructed largely in private through the CEOs of
the two companies, Lucio Noto of Mobil and Lee Raymond of Exxon. (This is not to say that this merger
will not work, but to simply note that it, like many mergers, was driven by the personalities and choices of
individuals.)
Strategic & Financial Buyers
The buyers can be categorized into the following two types: strategic buyers and financial buyers.
Strategic buyers, as the name suggests, wish to acquire the company for strategic business reasons. On
the other hand, financial buyers want to acquire another company purely as a financial investment.
Financial buyers are typically LBO (Leveraged Buyout) Funds or other private equity funds.
More often than not, a strategic buyer will pay more than a financial buyer. Why do they pay more? That's
because, in addition to the company's existing revenues and cash flow, strategic buyers hope that they
will be able to grow the company's cash flows faster by expanding into complementary markets, reducing
overlapping costs, etc. As a result, the company's post-acquisition cash flows will be higher than they are
currently expected to be. When they discount these higher cash flows, they will get a higher valuation.
How do they pay?
Generally, the companies have a couple of financing options while considering the structure of the merger:
a stock swap or a cash deal.
A stock swap is an exchange of one equity-based asset for another, where, during the merger or
acquisition, the swap provides an opportunity to pay with stock rather than with cash. Stock swaps occur
more often where there is a strong stock market because companies with a high market capitalization can
acquire companies with that more valuable stock.
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Investment Banking
Cash consideration is the purchase of the outstanding stock shares of a company using cash as the form
of payment. Cash consideration is usually preferred by shareholders, although they may, depending on
the offer, sometimes prefer other forms of consideration, such as stock or debt instruments. Also, in a
competitive bidding process, shareholders are more likely to accept cash consideration over other forms
of payments since cash would not affect the future performance of the combined company. Another
scenario where cash consideration may be accepted is when shareholders are uncertain about the deal's
viability, and the acquirer decides to offer a premium price using cash only.
Tender Offers
Tender offers are associated with hostile takeovers. In a tender offer, the hostile acquirer renders a tender
offer for the public’s stock at a price higher than the current market in an attempt to gather a controlling
interest (majority ownership) of a company.
But why would someone pay over the prevailing market price? If the buyers believe they can do
substantially better with the company than current management. The belief that the company is worth more
in parts than as a whole, or any other reason they believe its inherent assets to be substantially more
valuable than its current market value.
The target company, however, can defend itself. They can make a counter bid to prevent a hostile takeover
and offer another tender at an even higher price. Sometimes, this leads to an auction situation.
Merger vs. Acquisition
The terms merger and acquisition are often used loosely and interchangeably. When two companies of
relatively equal size decide to merge, it is referred to as a merger of equals. On the other hand, if one
company buys out another, the deal is considered to be a purchase or acquisition.
Accretive vs. Dilutive Mergers
A merger can be either accretive or dilutive. A merger is accretive when the acquiring company's earnings
will increase after the merger. A merger is dilutive when the company's earnings will fall after the merger.
How do you figure out that the merger is accretive or dilutive? This
can be in two ways:

- By adding up the companies’ earnings and shares.
- An easier way would compare the companies' price to earnings ratio (PE). The rule would be as
follows: When a company with a higher price-to-earnings ratio acquires a company of a lower P/E
ratio, it is an accretive merger and vice versa.
Advanced Accounting Concepts
While basic accounting concepts are covered in FRA, there are certain other concepts that are important
while analyzing a company's financials. These concepts are used extensively in valuation as well as in
making investment decisions.
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Investment Banking
Consolidation
Consolidated financial statements (CFS) are the combined financial statements of a parent company and
its subsidiaries. They present an aggregated look at the financial position of a parent company and its
subsidiaries. They provide a picture of the overall health of an entire group of companies as opposed to
one company's standalone position.
Consolidated Statement of Income: The consolidated financial statements only report income and
expense activity from outside of the economic entity. Any revenue earned by the parent company that is
an expense of a subsidiary is omitted from the financial statements. This is because the net change in the
financial statements is $0. The revenue generated from one legal entity is offset by the expenses in another
legal entity. To avoid overinflating revenues, all internal revenues are omitted.
Consolidated Balance Sheet: Certain account receivable and account payable balances are eliminated
from the consolidated balance sheet. These eliminated amounts relate to the amounts owed to or from
parent or subsidiary entities. Like the income statement, this is to reduce the balances reported as the net
effect is $0. All cash, receivables and other assets are reported on the consolidated statements, as well
as all liabilities owed to external parties.
Similarly, Consolidated Cashflow Statement reports the total use and sources of cash for the combined
entity.
Minority Interest
A minority interest is ownership or interest of less than 50% of an enterprise. The term can refer to either
stock ownership or a partnership interest in a company. The minority interest of a company is held by an
investor or another organization other than the parent company.
Minority interest is shown below the shareholder's equity and above the noncurrent liabilities on the
balance sheet. It represents the proportion of its subsidiaries owned by minority shareholders.
While the majority stakeholder—in most cases, the parent company—has voting rights to set policy and
procedures, the minority stakeholders generally have very little said or influence in the company's direction.
That's why it's also referred to as non-controlling interests (NCIs).
In the corporate world, a corporation lists minority ownership on its balance sheet. In addition to being
reflected on the balance sheet, a minority interest is reported on the consolidated income statement
distinctly as a share of profit belonging to minority equity holders.
Example: ABC Corporation owns 90% of XYZ Inc., which is a $100 million company. ABC records a $10
million as minority interest representing the 10% of XYZ Inc. it does not own. XYZ Inc. generates $10
million in net income. As a result, ABC recognizes $1 million—or 10% of $10 million—of net income
attributable to minority interest on its income statement. Correspondingly, ABC marks up the $10 million
minority interest by $1 million on the balance sheet. The minority interest investors do not record anything
unless they receive dividends, which are booked as income.
Joint Venture
A Joint Venture can be described as a business arrangement wherein two or more independent firms
come together to form a legally independent undertaking, for a stipulated period, to fulfill a specific purpose
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Investment Banking
such as accomplishing a task, activity, or project. In other words, it may be a temporary partnership or a
permanent one established for a definite purpose, which may or may not uses a specific firm name.
JVs are typically between corporates and are set up as companies / Special Purpose Vehicles. They are
different from partnerships, where partnerships are low-scale collaborations, typically between individuals.
For example, Maruti Ltd. of India and Suzuki Ltd. of Japan set up Maruti Suzuki India Ltd.
Another example is for JV between Taj and GVK for Taj-GVK Hotels in India.
The firms joining hands in a joint venture are called co-venturers, which can be a private company,
government company, or foreign company. The co-venturers come to a contractual agreement to carry
out an economic activity that has shared ownership and control. They contribute capital, pooling the
financial, physical, intellectual, and managerial resources, participating in the operations, and sharing the
risks and returns in the predetermined ratio.
A JV is different from a merger in a way that the operations of a JV are different from the core operations
of the co-venturers. This creates a distinction in the businesses of the companies. In case of a merger, all
the businesses are merged together without any distinction.
Associate
An associate is an entity over which the investor has significant influence without control.
Significant influence means the power to participate in the investee's financial and operating policy
decisions but is not control or joint control of those policies. Significant influence is usually acquired by
purchasing more than 20% of voting power but less than 50%.
Deferred Tax
Deferred tax refers to the tax effect of temporary differences between accounting income calculated by
considering the provisions of reporting standards and income tax standards.
Temporary Differences: While calculating taxable income, certain expenses debited to Profit or Loss A/c
are disallowed in one period and get reversed in the future period in accordance with provisions of the
Income-tax Act. Similarly, certain incomes credited in one period to Profit or Loss A/c form part of the
income in the future period. Such items are considered temporary differences.
For example:
Treatment of deferred revenue expenditure (say, advertisement expenses incurred in one year but the
benefit of which extends in subsequent years also), the expenditure incurred is amortized over a period of
time. Still, as per tax laws, it is allowed wholly in the first year in which such deferred revenue expenditure
is made.
Advance incomes received (say, advance rent), the disclosure of the same is mandatory to calculate
taxable income. However, this income is recognized in the books of account when earned.
Difference in book and tax depreciation. It may arise due to differences in depreciation rates or methods
of calculating depreciation, i.e., SLM or WDV, or differences in the composition of the actual cost of assets.
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Investment Banking
Provisions made in anticipation of liabilities where the liability is allowed in the subsequent period when it
crystalizes.
Illustration:
A computer manufacturing company estimates, based on previous experience, that the probability a
computer may be sent back for warranty repairs in the next year is 2 percent out of the total production. If
the company's total revenue in year one is $3,000 and the warranty expense in its books is $60 (2% x
$3,000), then its taxable income is $2,940. However, most tax authorities do not allow companies to deduct
expenses based on expected warranties. Thus the company is required to pay taxes on the full $3,000.
If the tax rate for the company is 30 percent, the difference of $18 ($60 x 30%) between the taxes payable
in the income statement and the actual taxes paid to the tax authorities is a deferred tax asset. (Refer Ind
AS 12 for more details on Deferred Tax).
Dilution of EPS
Earnings per share, the value of earnings per share of outstanding common stock, is a very important
measure to assess a company's financial health. When reporting financial results, revenue and EPS are
the two most commonly assessed metrics.
Apart from the outstanding existing shares, a company may have other potential dilutive instruments
outstanding as well, like ESOPs, convertible warrants, convertible debt, etc. This results in dilution of the
company's EPS. Diluted EPS considers what would happen if dilutive securities were exercised. Dilutive
securities are those that are not common stock but can be converted to common stock if the holder
exercises that option. If converted, dilutive securities effectively increase the weighted number of shares
outstanding, which decreases EPS.
Diluted EPS is a calculation used to gauge the quality of a company's earnings per share (EPS) if all
convertible securities were exercised. Unless a company has no additional potential shares outstanding,
the diluted EPS will always be lower than the simple or basic EPS.
Checklist for Preparation
Technical knowledge
 FRA concepts MUST be clear
 Also, know essential ratios (profitability, liquidity, efficiency, etc.) used to evaluate the performance
of a business.
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Investment Banking
Valuation methods used in the industry
 DCF valuation
 Relative valuation
Preparation of a minimum of two industries

 Current landscape - major players, recent developments, current trends
 Important performance parameters (operating and financial metrics) used in the industry
 Relative valuation multiples used in the industry - Which multiples are used, and why they are used
(for example, you should know why EV/EBITDA is being used instead of P/E ratio)
 Regulations existing in the industry; recent changes, if any
 Recent major deals in the industry - not just knowledge about deal case facts, must develop your
own opinion about the deal (who got the better deal, what valuation you would attribute, your
opinion about the multiple)
 Lastly, any deal idea you can come up with in this industry - must also think of a value proposition
to both stakeholders on the deal
Pick one stock and follow it from here on

 Develop a clear opinion on its value (must be able to justify with evidence and logic)
 Follow news events about it, about its leadership, major changes
 Formulate an outlook and valuation on the stock (how you think it will perform and whether it is a
good buy currently)
 This stock may be from the same industries you have prepared to make work easier
Practice DCF valuation of at least one company (can be of the stock you picked)
 It may be asked during buddy calls or interviews
 Be prepared with reasonable explanations for all the assumptions made (WACC calculations,
growth rate or exit multiple, operating margins, tax rate, etc.)
Recruiting company-specific preparation
 Read about recent news and deals of the bank for which you have been shortlisted.
 The underlying reason for the deal (what was in it for both players), try to understand why the deal
made sense, what the strategic motive was
 Formulate an opinion of the deal, and you may discuss with buddy calls whether the valuation is
justified.
 You may also ask questions about the deal if you have doubts or are unable to understand
something.
 Valuation methods used, how the market responded
 How the deal affects the industry, what it means for the other players, regulators, consumers, etc.
*********************
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Investment Banking
Past SIP Interview Questions
Candidate #1:
Background: Bcom H, Work Ex - 8 months in Marketing
Questions:
1. Valuation: DCF and Trading Multiples

2. FCFF & FCFE
3. Accounting questions
4. Questions on the three Financial Statements
5. Question on Financial Ratios
Candidate #2:
Background: Bcom, Work Ex - 10 months in Marketing
Questions:
1. FCFF & FCFE

2. Capital Structure related questions (WACC, CAPM)
3. Accounting statements (Interlinkages)
4. Accounting ratios
5. Beta (explanation & can it be negative)
6. DCF
Candidate #3:
Background: BMS, Work Ex - 21 months in Finance
Questions:
1. What is valuation? What are the different methods of valuation?

2. You have three stocks, HDFC Bank, Tata Steel and Infosys. What would be the ideal ratios for
valuing these stocks, and why?
3. What did you learn from your previous experience across market research and investment
banking?
4. Have you worked with any software that is used for fetching data?
5. How do you calculate cash flow from operating activities?
6. Explain the effect of a $10 increase in depreciation across all the three financial statements
7. What is days sales outstanding? Is it better if it is high, or if it is low?
8. What is cash conversion cycle?
9. What is Enterprise Value? How is it calculated?
10. How do you go from Enterprise Value to Equity Value? What is the difference between the two?
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Investment Banking
Candidate #4:
Background: Bcom H, Fresher
Questions:
1. Pitch yourself in 30 secs for Investment banking

2. Strengths and weaknesses supporting the above question
3. What is the Best valuation method if we put subjectivity out of the picture?
4. EBIT vs EBITDA? Which is better for an airline company?
5. Questions on CAPM, WACC, DCF valuation
Candidate #5:
Background: CA, 23 months’ work ex in finance
Questions:
1. Walk me through a DCF model

2. Pitch a stock, followed by questions around that stock pitch
3. Discussion around the latest financial statements of any company that you had read
4. What is Cost of Equity and CAPM
5. What is Beta?
6. How would you compute Beta of an unlisted company? Questions on Trading Comps
7. What ratios would you use to value a bank?
Candidate #6:
Background: CA, Work Ex – 23 months in Family Business
Questions:
1. Different aspects of Investment Banking (pros and cons in IB)

2. Consulting vs IB vs Audit (Generative AI use)
3. Hostile takeover protection strategy (poison pill and crown jewel defence)
4. 3 financial statements and how they are connected
5. Enterprise Valuation method and how and why minority interest in used in calculation
6. How is minority interest consolidated in financial statements (BS and IS)
Candidate #7:
Background: B.A. (H) – Economics, Work Ex – 31 months in Finance
Questions:
1. You have to value Reliance in 5 min. What metric would you use?
2. What is FCFF and FCFE
3. Relative valuation – transaction and trading comparable: what ratios you would use, what
qualitative factors did you use about to find comparable transactions and companies
4. Enterprise value calculation – formula, and why is minority interest included
5. 3 ratios you’d use to value the company
6. Why would you prefer PEG ratio to PE ratio
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Investment Banking
7. What are pitchbooks, teasers and investment memos
8. Difference between ROCE and ROIC
9. Questions on DCF and LBO modelling
10. What industry uses EV/Sales and P/BV
Candidate #8: B.Com Fresher
Questions:
1. Valuation methods (DCF and comparables model)

2. Cash Flow Statement
3. Income statement Balance sheet health Improving WCM efficiency
4. Do you invest/trade in the stock market and what is your logic behind the same
5. Piotroski Score
6. Application of an appropriate valuation method to value startups (Berkus Model)
7. Why Berkus, and why not any other model?
8. Find the market size of the unorganized cobblers in India, and based on that, I was asked to value
a startup company that repairs shoes (Assuming it is the only company in the domain)
Note: The list of questions is not exhaustive. It mentions questions related to Investment Banking. Refer to
other compendiums for other questions and details provided by PPC for HR questions.
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FINANCE COMPENDIUM

Role of Investment Banking

NIVESHAK – FINANCE & INVESTMENT CLUB