Working Capital Higher than Expected Workout
- 02:14
Working Capital Higher than Expected Workout
Transcript
In this workout, we have got a buyer acquiring a target and we've got to calculate the equity value at the announcement and the equity value at closing, using the information below. And we're assuming that we use completion accounts. So we've got the cash free and debt free price of 300, and that's what lawyers call enterprise value. Now, pre the offer, the accounts were showing cash of 50, debt of a 100, and we estimated or probably the accountants estimated that the average level of working capital in the business was 100. Now, after we have completed the deal and the completion accounts are prepared, we've got cash of 50. So as expected, bang on. Debt of a hundred, as expected. But the working capital was actually higher. Now, if the (indistinct) have drafted correctly for the vendor, the vendor will say, "Well, actually the gas tank we expected to be a 100, but it's actually 150." So in this case, they would expect an additional payment at the completion accounts when they're published. So this is beyond completion. And you can start to see why private equity houses don't like this method of completing M and A deals. Because this means they'd have an extra unexpected payment after completing the deal. So the equity value at announcement, we can just take the enterprise value of 300. We'll add on the value of cash to that, we'll subtract the value of debt. So at completion, we'd expect the value to be 250, which is the same at announcement. But when the completion accounts are actually published, what happens is, we would have an adjustment for the working capital. In fact, we would take the 250 and we would add to it the difference between the actual working capital and the assumed or estimated working capital, which is an additional 50. So in this case, what would happen? The lawyers would expect the acquirer to make an additional payment of 50 million when the completion accounts are published, which is probably a month or two after the actual completion date, when most of the money has changed hands.