Completion Accounts Calculations
- 04:16
How the equity price is calculated when using the completion accounts mechanism.
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In the sale and purchase agreement, we'll have a clear documentation of the difference between enterprise value and what you have to pay which is equity value, and we'll add on cash and non-core assets and subtract debt and debt like items. Remember, when we sign the sale and purchase agreement, the cash and the debt numbers, these are going to be estimates. And so potentially there's gonna have to be a true up at a later date. But not only that, we also have some other adjustments. For example, working capital. The vendor could, if they wanted to, really shrink the working capital by not buying inventory, for example. And that means they could take out more cash outta the business, but of course the business would be hurt because it would have low levels of inventory. So what we have to do is establish what is a kind of permanent level of working capital and check to see whether the working capital at the completion date is actually a reasonable level of working capital of the business. Ditto capital expenditure. Have they been spending CapEx according to the business plan or have they been ratcheting that down in order to save cash and take it out of the business just before it's sold? Let me give you a quick example of an operating working capital adjustment. So you can see here we've got a company called Toy Incorporated. And as any toy company would be, they will have seasonality in their sales. And in this case we've got four quarters and we have not been a working capital, that starts very low and gradually rises and then in Q3 is extremely high in preparation for the holiday season. And then it drops by the end of Q4 after the holiday season. Now the average over the course of the year is 33.8. Now when we value the business, initially we just take a multiple probably of a profit, and in this case, we've got EBITDA and a multiple of eight times. So our enterprise value is going to be the 100 times eight. But the problem is, if you completed the acquisition in let's say Q1, you've only got 10 million of working capital, when on average the business needs 33. Whereas if you completed it in Q3 it's got 80 million of working capital, woo hoo, that's fantastic. It's kind of like buying a car. Is the fuel tank full or not? So let's assume we have a Q3 completion. Of course, if you're completing Q3, (indistinct) are not stupid, nor are accountants, nor are buyers or sellers. So what we'd have is an opening working capital adjustment. And this case, what we would do is we would take the balance of operating working capital in Q3, which is 80, and then we'd subtract what we believe is a permanent level. And in this case, the accountants have said, "look, the average level is probably a good proxy for that, of 33.8. And that will give us an adjustment of 46 million. So in actual fact, what... Assuming there's no cash and no debt to make things simple, what the acquirer would have to pay is the 800 of enterprise value, assuming no cash and no debt, plus this operating working capital adjustment. Because what they're getting is a company stocked full of operating working capital. So that gives just an example of the kind of adjustment that you'd have to make and that adjustment would be documented in the SPA agreement. But again, at the signing of the SPA, those are estimates. And so the equity price that the closing date is not necessarily what you'll end up paying because what happens is a month after the closing, you'll have some completion accounts and then you'll have some true ups and they could be positive or negative depending on whether they are in the favor of the acquirer or the seller. Preliminary adjustments are estimated at completion. Look at operating working capital and CapEx relative to permanent levels or targets in the case of CapEx. And then final adjustments are done up in a true up process when we get the completion accounts.