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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 3 - Debt Pushdown for Group

  • Notes
  • Questions
  • Transcript
  • 04:42

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-3-Debt-Pushdown-for-Group-EmptyIPO-and-Spin-Off-Model-Step-3-Debt-Pushdown-for-Group-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. It's looking to realize value from Ferrari. Already done In this model is the firstly, Fiat is looking to IPO a minority stake in Ferrari. And secondly, Ferrari has taken out some debt and paid a dividend up to Fiat, its parent company. So we're now moving on to the thirdly. Fiat debt will be restructured. It's worth pointing out that it's the dividend that was paid up to Fiat that's going to be used to restructure that debt. Let's go down to the step three detail, and in the step three detail we can see that repayment of fiat debt of 2,933, that's the same as the step two dividend 2,933.

So here are our balance sheets. We can see in step one we took the fiat group and we adjusted it for an IPO to find Fiat post-IPO. Then in step two we adjusted just Ferrari's set of accounts for that debt being pushed into it and the dividend being paid up. We're now moving on to step three where we're going to find Fiat balance sheets, post that dividend being received and then paying down some debt. So how are we going to build up this fiat balance sheet? Well, we're going to start with the fiat post IPO balance sheet in column F, and we're then going to add on the adjustments that were made in the Ferrari set of accounts because fiat consolidates Ferrari, any adjustments made Ferrari need to be felt in fiat. We'll also add on the adjustments we're going to make in step three. So I'm gonna copy that down to almost all of the line items but not equity.

And for the subtotals, I'll copy them across from column H And we copy those subtotals from equity over as well. Now what do we do for equity? Well, for everything else, we took Fiats post IPO balance sheet and then added on these two adjustments. But we're not going to do that for equity. The reason for that is that group sets of accounts do not consolidate a subsidiary's equity. And if we did that, what we would be doing is we'd be consolidating an adjustment to Ferrari's equity. We had this 2,933 adjustment to Ferrari's equity here. That was them paying out their dividend. So instead, what we're going to do in J55, so this is Fiats, total shareholder's equity is we're just going to link to the equity they had before all those Ferrari adjustments. We'll also copy that down to the cell below. Exactly the same for NCI.

Now if we scroll down, you might notice that our fiat balance sheet is on balance to the tune of 2,933. Why is this, if we scroll a bit further up, I'm looking here at Fiat's cash and we can see that they had cash of 24583.8 and then there was an adjustment and that was Ferrari paying out their dividend and there was some debt going on there as well. So at the moment, we're accounting for that dividend going outta Ferrari and that cash decrease was consolidated into Fiat. But who received that cash? Well, it was fiat itself. That cash was received by fiat. We should see it coming in again. So we need to put an adjustment here. I'm gonna do that in I30. We're gonna say that cash coming in dividends of fiat of 2,933 dividend received. That looks a lot better. If we go down to the bottom, just check that. The balance sheet's balancing and it is now step three is to use that cash to pay down some debt. So the very first thing we need to do with that cash is then spend it. So I'm going to scroll up.

Repayment of Fiat debt, the exact same amount. So 2,933 came in and 2,933 goes out. And our long-term debt is also going to go down so long-term debts down by 2,933. So cash down, debt down and our balance check comes to zero.

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