Assumptions - Sources And Uses of Funds Model
- 04:58
Calculating what the uses of funds are doing, and what sources of funds will be needed to match the uses.
Transcript
The sources and uses of funds will determine so many numbers in an M&A model, including the opening balance sheet, deal adjustments, and debt schedule in the forecast model for NewCo. So we have to do our uses of funds first to work out what we are using our money for. We need to firstly find the targets, which we have already calculated, 56910.6. Next, we need to refinance the target's. Existing net debt, their current debt provider is likely to want to exit and they get the option after a change of control. We can get the long and short term debt and cash from the opening balance sheet. Let's go get them. So we take their long-term debt, add on their short-term debt, and subtract out the cash. However, weirdly, the figures here on the opening balance sheet tab for the targets are already in euros, but what we're doing in the sources and uses of funds is in dollars. So I'm gonna have to translate them back into dollars later on. We'll put them back into euros again. So I'm going to divide by the FX rate, and that's a sell that we've already locked on the assumptions tab with the FX of US dollar to euros, which gets me to 7,013. However, I want the option to turn that on or off. So I'm going to multiply that by the refinance switch. If we just scroll down a little bit, we can see in row 35, we've got the refinance target net debt, and that's the refinance switch. Great. Next, we have four different types of fees, M&A, debt, convertible and equity fees. The M&A fees or advisory fees of 0.3% are calculated on the diluted equity at offer price that we've already calculated. We just need to make that post tax. We go down to row 43 and we find that tax rate in C43.
The debt fees will be calculated on the debt issuance. Now, that's blank at the moment, so we'll just link to that blank. So we'll come back a little bit later. Convertible fees are calculated from the 4,000 convertible given, but we're gonna link that into the sources of funds. So another blank cell, multiply that by the convertible fee and the equity fees. We'll link to that equity issuance, multiply that by the equity fees, and again, multiply that by one minus the tax rate in C43. So, so far, my total uses are 64,023, excluding three of those fees. Now we need to go and find how to fund that in the sources of funds. We'll start with the convertible, which is given as 4,000. The debt issuance is made up of the debt portion of financing, plus the debt needed to refinance the targets, net debts. Now the equity issuance is given us 19,000, but you might notice it says the equity portion of financing, including convertibles. We need to subtract out the 4,000, which we've already included, and excess cash will be the plug total uses minus the sum of the other items.
Let's check we've got this cash on the balance sheet, and on the opening balance sheet tab, we can see we have 910.5 Perfect. That gives us the sources and uses in US dollars, which might be okay as some deals are priced for the targets benefits in their currency. We're going to convert everything into the acquirers currency of Euros, and we'll do that by multiplying the dollar figure by the FX rates.
Lastly, we'll need the number of new shares issued. This is an interesting calculation as we're going to do a secondary offering where we offer new shares to the public markets, receive the cash inflow, and then offer that cash to the target. So to calculate the number of shares, we take the equity offering In H16, divide it by the share price of the acquirer, which would normally give us a number of shares. However, we are going to have to offer these new shares at a discount to entice full takeup of the offering by investors. So we'll multiply the current share price by 1 minus a 5% discount, and then multiply that by the equity switch. This will allow us to turn the secondary offering on or off at will. That gets us to 149.4 new shares. But if we turn off the secondary issue, switch in sell C23, the number of shares to be issued drops to 141.9. As in theory, we don't need the discounts if offering shares directly to the targets.