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Divestiture Modeling

How to structure a company divesting subsidiary, and how to calculate a set of pro-forma post-divestiture financial statements. Understand the difference between spin-offs, split-offs, and carve-outs.

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32 Lessons (114m)

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  • Description & Objectives

  • 1. Reasons for Divestitures

    02:40
  • 2. Divestiture Options - Pros and Cons

    04:03
  • 3. Divestiture Modeling Introduction

    01:12
  • 4. Private Sale

    01:58
  • 5. Why Don't We Deconsolidate a Subsidiarys Equity

    03:30
  • 6. Private Sale Workout

    03:15
  • 7. Private Sale - Asset vs. Share Deal

    02:03
  • 8. Private Sale - Book vs. Tax Basis

    02:28
  • 9. Private Sale - Book vs. Tax Basis Workout

    04:35
  • 10. Divestitures and Tax - Examples

    03:06
  • 11. Capital Gains Tax - Selected Countries

    01:23
  • 12. Private Sale - Model Step 1 - Deconsolidation

    03:32
  • 13. Private Sale - Model Step 2 - Proceeds, Share Buyback and Tax

    03:51
  • 14. Private Sale - Model Step 3 - Income Statement

    05:51
  • 15. Private Sale - Model Step 4 - Returns Analysis

    02:51
  • 16. Initial Public Offering

    02:37
  • 17. Non Controlling Interest

    03:01
  • 18. Non Controlling Interest Valuation

    02:20
  • 19. IPO and NCI at Fair Market Value Workout

    04:38
  • 20. IPO and NCI at Fair Value of Net Assets Workout

    03:03
  • 21. Spin Off

    02:33
  • 22. Spin Off Workout

    02:04
  • 23. Spin Off With Debt Pushdown Workout

    05:29
  • 24. Spin Off - Model Step 1a - Debt Pushdown For Group

    01:55
  • 25. Spin Off - Model Step 1b - Debt Pushdown For Subsidiary

    02:38
  • 26. Spin Off - Model Step 2 - Spin Off

    04:36
  • 27. IPO With Debt Pushdown Workout

    05:44
  • 28. IPO and Spin Off - Model Step 1 - IPO

    03:31
  • 29. IPO and Spin Off - Model Step 2 - Debt Pushdown for Subsidiary

    03:43
  • 30. IPO and Spin Off - Model Step 3 - Debt Pushdown for Group

    04:42
  • 31. IPO and Spin Off - Model Step 4 - Spin Off

    03:45
  • 32. IPO and Spin Off - Model Step 5 - Income Statement

    08:15

Prev: Budgeting Next: Building a 13 Week Cash Flow Model

IPO and Spin Off - Model Step 4 - Spin Off

  • Notes
  • Questions
  • Transcript
  • 03:45

A model example of an IPO and spin off, including debt pushdown, dividend paid, deconsolidation of balance sheet and income statement

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IPO-and-Spin-Off-Model-Step-4-Spin-Off-EmptyIPO-and-Spin-Off-Model-Step-4-Spin-Off-Full

Glossary

Debt Pushdown Deconsolidation Divestitures Initial public offering IPO Spin off
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Transcript

In this model, Fiat is the parent company of Ferrari and it's looking to realize value from Ferrari. This model already has the first three steps done. Fiat was looking to IPO a minorities stake in Ferrari. Ferrari was then going to take out some debt and pay a dividend up to Fiat, its parent company. And thirdly, the Fiat debt was paid off with that dividend from Ferrari. In this model, we're gonna move on to step four. So fourthly, Ferrari will be spun off. So here we had step one, we had the Fiat group and we needed to find Fiat post the IPO we put some adjustments through. In step two, we then got Ferrari to take out some debt and pay a dividend up to Fiat. In step three, we took that dividend received by Fiat, paid off some of the debts. And now in step four we're simply going to spin off Ferrari. So we're gonna find Fiats balance sheet, excluding Ferrari. In order to do that, we're going to start off by taking column J Fiat before the deconsolidation, and then we're gonna add on the adjustment column. And in the adjustment column we'll do the deconsolidation there. I'm gonna copy that down into every cell. Apart from the subtotals and for the subtotals, I'm gonna copy over the formulas from column J. So what adjustments do we need to make? Well, first of all, we need to simply subtract out Ferrari's figures. We can find Ferrari's figures in column H. If we think this column J, the Fiats column, that's the group balance sheet that includes Ferrari. So we need to subtract Ferrari out in order to find the group, excluding Ferrari. We'll do that, but almost every item down, apart from equity.

So we've deconsolidated all of the assets and liabilities, but we still need to deal with the equity. Now remember, we don't normally deconsolidate the equity of a subsidiary because you don't consolidate originally. So if you don't consolidate it, you don't normally need to de consolidate it. But we do need to do a few things here. First of all, as Fiat gets rid of Ferrari, it's then giving a new share in Ferrari to its shareholders. Now this can be thought of as a dividend or a dividend in kind, and we need to put that dividend or dividend in kind through the accounts. It's gonna go through equity and it's going to be a subtraction. So I'm going to go and get Ferrari's shareholders equity at the moment, the negative 463.4, however, that represents 100% of Ferrari. And remember, Fiat only owns 90% of Ferrari because it's previously done an IPO for the last 10%. So what I need to do here is the moment I'm paying a dividend of a hundred percent, I say, oops, sorry, it's not a hundred percent. I'm now gonna subtract from that the NCI, the 247.8. So now paying out a dividend in kind of 711.2, the last thing we need to do is we need to deconsolidate Ferrari's NCI, because that's also been gotten rid of. So it's the 247.8 and it's the 8.7 that they originally had. So I'm gonna go grab it from there.

So a dividend in kind has been paid. NCI has been deconsolidated, and we have a balance sheet at the end.

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