Proforma Opening Balance Sheet Fees Model
- 05:47
Calculation of the combined balance sheet on the deal date, and incorporating the deal adjustments.
Transcript
Let's do the opening balance sheet for Bayer and Monsanto. We've got the acquirer. We've got the Target and over the right hand side here. We've already got the Consolidated column built that's summing all the items to the left. And then when you get down to a subtotal it sums up vertically.
We need to start filling in these deal adjustment columns, and I'm gonna start with the zeroing out column.
The first thing I need to get rid of I need to get rid of the targets cash.
Assuming we're refinancing their net debts. That means all of that cash is going to go.
However, I'm going to multiply it by a switch and we've named that the refinance which.
That's a one or a zero, and it allows me to turn on or off that net debt refinancing for show where it is for go to the assumptions Tab and just scroll down.
there it is in row 35 the refinance which so I'm going to copy that formula and do exactly the same thing for our short-term debt and exactly the same thing for the long-term debt just for the targets to a refinancing their net debts.
The one other thing that I need to zero out is the target's shareholders Equity as soon as you buy their shares you rip them up.
So that's nearly all of my zeroing out adjustments done. I've left one because I want to see it at the end.
our next set of adjustments regard financing we're going to get all of this information from the sources and uses of funds table. So the first thing we're going to do is we're going to spend some of our own our choir cash. So I'll press equal and then a negative sign to show my cash going down. Then I'll go to the assumptions Tab and go up to my sources and uses of funds. Remember, I'm only working in Euros now.
The excess cash we're going to use this 545.3. So that's our first one done.
The other items that we've got include a convertible Bond issuance a debt issuance and the equity issuance. Let's put them all in the opening balance sheet.
long-term debts debt insurance 42,722 that convertible bonds and now the equity issuance the next adjustment we need is for the fees. We've got four different fees, but luckily they're going to go into two different places on our opening balance sheet here.
the first one the equity fees and the m&a fees will go straight through xz1 goes through X here one goes through contained earnings. So I will put them through as negatives because they're spending our Equity go to the assumptions and those two going through there.
other m&a fees and Equity fees the second one were the two debt fees now again, I'm going to put them through as negative. Let's go get them.
We've got the debt phase of 224.
and the convertible Bond Visa 26.6 Now what's happening is that we've raised lots of debts of 42,722 and then we subtract off the fees those fees of 250 are netted off the debt.
So it's a bit like raising 100 of debts and then subtracting off the five of these and it looks like you've got debt of 95.
We know that's not right though. We know that the end of five years. I'd have to pay back the full 100.
So what will gradually happen is that that five would gradually unwind and disappear. So this 250 here will gradually unwind over the coming years over the life of the debts The netting off from that long-term debt, there will eventually get to zero and then we'll pay back the full 42,722.
Why do you do this? It's because we're allowed to amortize debt fees. That means you'll have to spread the deputies over the life of the debt.
Where is the equity fees hit Equity immediately the debt fees will gradually hit retained earnings. They'll gradually be amortized. They'll gradually go to the income statement over the life of the debt.
The last deal adjustments all surround Goodwill a number of items here. We need to do PP and E. Step up. We'll have the Goodwill being created the other intangible assets. We had some new ones being recognized and will have deferred tax on all of that that all on the assumptions tab in our Goodwill calculation.
So there's our pp&e Step Up.
the Goodwill being created 43,000.
The other intangible asset being created that was the brand value being recognized.
And then we had the Deferred taxes being created here. Now the divert taxes. They look like a negative here. I'm going to change that to a positive because it's going to be a positive liability.
Fantastic now, I'd like to think that I've got everything done in my balance sheet, but there's a useful check you can scroll to the bottom and see if your balance sheet balances and unfortunately, mine isn't balancing but that number 3,823 is reminiscent of a number up in our balance sheet here. And if I go up to the zeroing out column, I can see that the targets existing Goodwill needs to be subtracted out. So the balance sheet check very useful. I'll equals negative sign link to that.
Now, I've got all my zeroing out adjustments done. I've all my other adjustments done and if I scroll down for the bottom I can see that it now balances.