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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

Non Controlling Interest Valuation

  • Notes
  • Questions
  • Transcript
  • 02:20

How NCI is valued under both US GAAP and IFRS, using 2 methods - fair value, or percentage of fair value of net assets

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Divestitures IFRS NCI Valuation Non Controlling Interest (NCI) Valuation US GAAP
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Transcript

When it comes to non-controlling interest valuation, there are two accounting jurisdictions we're going to look at here. The first of these is US GAAP, and the second one is IFRS. Under US GAAP, you have to use their value method. This says you have to use a minority stake valuation methodology such as DCF, clean share price, comparable company analysis. DCF would say you do a discounted cash flow of the subsidiary and then work out the NCIs percentage of that. Clean share price says you find the subsidiaries share price. If it has one, work out the market capitalization, take 10 percent. Comparable company analysis, get some multiples from some comparable companies, help you to value your subsidiary and then take 10%. Assuming 10% is the non-controlling interest. Any changes in fair value after first consolidation are ignored. So if the subsidiary's market value is going up and down, that will not affect the value in the books. This fair value methodology effectively creates goodwill on the NCI. So imagine a subsidiary, which had a book value of 10, its equity had a book value of 10. If we own 90%, then the NCI owns 10%. So the book value of NCI might be one. However, if we find that the fair value of NCI is 4, then that would effectively create goodwill on the NCI of 3. Fair value is 4. Book value is 1. The goodwill in the middle must be 3. IFRS has the choice of two options. The first one, you can use fair value, exactly the same as US GAAP, but secondly, you can use the percentage of fair value of net assets. The old method, going back to that same scenario just used where a subsidiary has book value of equity of 10, we own nine 90%, so we own nine. The NCI owns 10%, so the NCIS value would be one, and that is the percentage of fair value net assets method. Just as with the fair value method, any changes in fair value after first consolidation are.

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