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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

Initial Public Offering

  • Notes
  • Questions
  • Transcript
  • 02:37

Introducing what an IPO is, the accounting for it, and creation of non controlling interest

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Glossary

Divestitures Initial public offering IPO
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Transcript

What happens in an initial public offering or an IPO? Well, an IPO is usually a sale of a minority stake, primary or secondary shares. Primary shares involve the sale of brand new shares to the market, where a secondary shares involve the sale of shares that already exist, so existing shareholders can exit. So here we have our group consolidated financials, and it completely includes a subsidiary. What we do in an IPO is we sell off a small chunk of it, that pink slice on screen, that slice is now owned by new shareholders, and they represent a non-controlling interest in the subsidiary because. It's only a minority stake being sold. The rest of the group is still owned by the existing shareholders. Now because only a minority stake was sold, full consolidation occurs as control still remains with the group. That means that that minority stake sale just results in a non-controlling interest in the group accounts. What's happened is that the group has to fully consolidate all of the subsidiary, and then it says, oops, sorry, consolidated too many assets and too many liabilities. Or they have to now recognize the owners of those assets and liabilities. So you recognize the non-controlling interest. Now, an interesting part about an IPO is that as control still remains with the group, no gain or loss is recognized in the income statements. Another interesting thing is that if you are forecasting the group's financials, you have to consider the subsidiaries dividend policy. If the subsidiary is going to pay a dividend, we're now gonna have some of that cash going outside of the group. It'll be going out to those non-controlling interest new shareholders. This can be quite important if you're going to pay a very large extraordinary dividend. You may want to do that before the IPO so that the dividend is paid entirely to the existing shareholders. If you were to pay it post IPO, you'd have some leakage. Some of that dividend would go external to the existing shareholders. It would go to the NCI. In addition, the separate listing provides liquidity for secondary issues and potential m and a. You are now perhaps sitting on a pile of cash that you can use. And lastly, there's the potential for debt pushed down. The group could push some debt down into the subsidiary and the.

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