Chapter-9收購、兼并和重組課后題目教學(xué)課件解析

1、Using Financial Modeling Techniques to Value and Structure Mergers & Acquisitions第1頁，共29頁。Tact is for people not witty enough to be sarcastic. -Anonymous第2頁，共29頁。Exhibit 1: Course Layout: Mergers, Acquisitions, and Other Restructuring ActivitiesPart IV: Deal Structuring and FinancingPart II: M&A Pro

2、cessPart I: M&A EnvironmentCh. 11: Payment and Legal ConsiderationsCh. 7: Discounted Cash Flow ValuationCh. 9: Financial Modeling TechniquesCh. 6: M&A Postclosing IntegrationCh. 4: Business and Acquisition PlansCh. 5: Search through Closing ActivitiesPart V: Alternative Business and Restructuring St

3、rategies Ch. 12: Accounting & Tax ConsiderationsCh. 15: Business AlliancesCh. 16: Divestitures, Spin-Offs, Split-Offs, and Equity Carve-OutsCh. 17: Bankruptcy and LiquidationCh. 2: Regulatory ConsiderationsCh. 1: Motivations for M&APart III: M&A Valuation and Modeling Ch. 3: Takeover Tactics, Defens

4、es, and Corporate GovernanceCh. 13: Financing the Deal Ch. 8: Relative Valuation MethodologiesCh. 18: Cross-Border TransactionsCh. 14: Valuing Highly Leveraged Transactions Ch. 10: Private Company Valuation第3頁，共29頁。Learning ObjectivesPrimary learning objective: Provide students with a basic understa

5、nding of how to use financial models to value and structure M&AsSecondary learning objectives: Provide students with a knowledge ofHow to estimate the value of synergy;Commonly used relationships in building M&A valuation models; andHow to use models to estimate the purchase price range, initial off

6、er price (and other key deal characteristics)1 for a target firm, and to evaluate the feasibility of financing the proposed offer price.1Other key deal characteristics include form of payment, form of acquisition, and tax considerations.第4頁，共29頁。Financial Models Help Answer Key Valuation, Financing,

7、 and Deal Structuring QuestionsValuationHow much is the target company worth without the effects of synergy?What is the value of expected synergy?What is the maximum price the acquirer should pay for the target firm?FinancingCan the proposed purchase price be financed?What combination of potential s

8、ources of funds, both internally generated and external sources, provides the lowest cost of funds for the acquirer, subject to existing loan covenants?Deal StructuringWhat is the impact on the acquirers financial performance if the deal is structured as a taxable rather than a nontaxable transactio

9、n?What is the impact on financial performance and valuation if the acquirer is willing to assume certain target liabilities?第5頁，共29頁。M&A Model Building ProcessStep 1: Value acquirer and target as standalone firmsStep 2: Value acquirer and target firms including synergyStep 3: Determine initial offer

10、 price for target firmStep 4: Determine the combined firms ability to finance the transaction第6頁，共29頁。Step 1: Value Acquirer & Target as Standalone FirmsUse the 5-forces model to understand determinants of profits and cash flow, i.e., bargaining strength of Customers (size, number, price sensitivity

11、)Current competitors (market share, differentiation)Potential entrants (entry barriers, relative costs)Substitutes (availability, prices, switching costs)Suppliers, incl. labor, lenders, etc. (size, number, uniqueness)relative to industry participants.Normalize 3-5 years of historical financial info

12、rmationProject normalized cash flow based on expected market growth and changes in profits/cash flow determinants.第7頁，共29頁。Applying the 5-Forces Model to Project Acquirer and Target Firm Financial PerformanceHow have the following factors affected revenue growth and profit margins in the acquirer an

13、d target firms industry historically?Customers (size, number, price sensitivity)Current competitors (market share, differentiation)Potential entrants (entry barriers, relative costs)Substitutes (availability, prices, switching costs)Suppliers (size, number, uniqueness)How will these factors change (

14、if at all) to impact future revenue growth and profit margins of these firms?Customers (size, number, price sensitivity)Current competitors (market share, differentiation)Potential entrants (entry barriers, relative costs)Substitutes (availability, prices, switching costs)Suppliers (size, number, un

15、iqueness)Key questions: How might changes in the bargaining power of customers and suppliers relative to the acquirer and target firms impact product pricing, costs, and profit margins?How might substitutes and new entrants affect product pricing and profit margins?第8頁，共29頁。Step 2: Value Acquirer &

16、Target Firms Including SynergyEstimate Sources and destroyers of valueImplementation costs incurred to realize synergyConsolidate acquirer and target projected financials including the effects of synergyEstimate net synergy (consolidated firms less values of target and acquirer)Under what circumstan

17、ces would the acquisition make sense?第9頁，共29頁。Adjusting Combined Acquirer/Target Company Projections For Estimated SynergyYear 1Year 2Year 3Year 4Year 5Net Sales1$200$220$242$266$293Cost of sales2$160$176$194$213$234Anticipated Cost SavingsDirect labor$(2)$(4)$(6)$(8)$(8)Indirect labor (overhead)$(1

18、)$(2)$(4)$(4)$(4)Purchased materials$(2)$(3)$(5)$(5)$(5)Selling expenses$(1)$(3)$(5)$(5)$(5) Total$(6)$(12)$(20)$(22)$(22)Implementation costs$3$2$1Cost of sales (incl. synergy)$157$166$175$191$212Cost of sales/Net sales78.5%75.5%72.3%71.8%72.4%1Combined company net sales projected to grow 10% annua

19、lly during forecast period.2Cost of sales before synergy assumed to be 80% of net sales during forecast period.第10頁，共29頁。Discussion Questions1. How would you adjust the combined firms income statement for cost savings due to improved worker productivity? (Hint: Determine the line item most directly

20、affected by the improvement in productivity.)How would you adjust the combined firms income statement for additional revenue generated from cross-selling (i.e., Acquirer selling its products to the targets customers and vice versa)?How would you reflect the expenses incurred in implementing the work

21、er productivity improvement and cross-selling programs on the combined firms income statement?第11頁，共29頁。Step 3: Determine Initial Offer Price for Target FirmEstimate minimum and maximum purchase price rangeDetermine amount of synergy willing to share with target shareholdersDetermine appropriate com

22、position of offer price第12頁，共29頁。Calculating Initial Offer Price (PVIOP)PVMIN = PVT or PVMV, whichever is greater for a stock purchase (liquidation value of net acquired assets for an asset purchase)PVMAX = PVMIN + PVNS, where PVNS = PVSOV PVDOVPVIOP = PVMIN + PVNS, where 0 1 Offer price range = (PV

23、T or MVT) PVIOP (PVT or MVT) + PVNSWhere PVMIN = PV minimum purchase price PVT = PV standalone value of target firm PVMV = Market value target firm PVMAX = PV maximum purchase price PVNS = PV of net synergy PVSOV = PV of sources of value PVDOV = PV of destroyers of value = Portion of net synergy sha

24、red with target company shareholders Offer price per share = PVIOP / Targets fully diluted shares outstanding1How is “” determined? 1Fully diluted shares outstanding includes basic shares plus shares resulting from exercising “in the money” options and conversion of convertible debt and preferred st

25、ock.第13頁，共29頁。Calculating Initial Offer Price-ExampleA potential bidder estimates the following information for a target firm: PVMIN $650 million (i.e., standalone value) PVNS 50 million PVMAX $700 million = 30% Therefore, PVIOP = $650 million + .3 x $50 million = $665 millionOffer Price Range = $65

26、0 million $665 million (TL ND) + SE, ND 0 (i.e., the firm must borrow), otherwise ND = 0Cash Outflows Less Than Cash Inflows: If (TA I) 0 (i.e., the firms non-operating cash increases), otherwise I = 0Cash Outflows Equal Cash Inflows: If (TA I) = (TL ND) + SE = 0, ND=I= 0第25頁，共29頁。Estimating Interes

27、t ExpenseIEXP = (DEOY + DBOY)/2) x i, where DEOY = DBOY - DPRPwhereDEOY = End of year debt balanceDBOY = Beginning of year debt balanceDPRP = Annual principal repaymentIEXP = Dollar value of annual interest expensei = Weighted average interest rate第26頁，共29頁。Debt Repayment ScheduleTotal Debt12/31/122

28、0132014Maturity ScheduleMaturing AmountInterest RateMaturing AmountInterest RateLong-Term Debt$690,71000$190,7105.5%Medium Term$540,500$30,5007.5%$30,0007.5%Mortgage Debt$42,380$69410.15%$76710.15%Total$1,273,590$31,1947.559%$221,4775.787%Remaining Balance1/1/13Ending BalanceInterest RateEnding BalanceInterest RateLong-Term Debt$690,710$690,7105.5%$500,0005.5%Medium Term$540,500$510,0007.5%$480,0007.5%Mortgage Debt$42,380$41,68610.150%$40,91910.15%Total$1,273,590$1,242,3966.477%$1,020,9196.627%第27頁，共29頁。Hints on Using Financial ModelsEnsure Excels Iteration Comma