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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

Private Sale - Model Step 2 - Proceeds, Share Buyback and Tax

  • Notes
  • Questions
  • Transcript
  • 03:51

A worked example of United Technologies divesting itself of Sikorsky. This shows the accounting for proceeds, share buyback and tax

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Private Sale - Model Step 2 - Proceeds, Share Buyback and Tax EmptyPrivate Sale - Model Step 2 - Proceeds, Share Buyback and Tax Full

Glossary

Deconsolidation Divestitures Private sale Proceeds Share Buyback Tax
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Transcript

In this model, we're asked to adjust the United Technologies balance sheet and income statement for 2014 to show the effect of the sale of their subsidiary Sikorski. If we look at the balance sheets, we've got United balance sheet here. That's a group balance sheet and includes their subsidiary Sikorski. We've also got Sikorsky standalone. On the right hand side, we've calculated United, excluding Sikorsky, but we haven't put the adjustments through yet, and we've deconsolidated Sikorsky from the United Figures. So whereas we had cash of 5,235, we then subtract out 75 of that and United's cash goes down to 5,160. So deconsolidation has happened, but we've still got a number of other adjustments. Let's have a look at them. First of all, we've got the sale price, so there'll be some cash proceeds that will also create a gain on sale. Those cash proceeds have been used for share buyback, and we've got the number of shares bought back and we've got a share price.

Lastly, we've also got capital gains tax payable. It's been calculated for us, but we need to now put it into the set of accounts. Important to note their tax is going to be paid in arrears, so let's go through that first adjustment. How's the cash proceeds? So our cash will go up by 9,083. However, there's also going to be gain on sale, gains on sale, go through the income statements, and then go through intech equity. So if we scroll down to the equity line, we can calculate our gain on sale as the 9,083 receives, less the 2,723 that we had as the value of the company in the accounts. So gain on sale, 6,360. Next up, what did they do with all of that cash? Well, they use some of it for a share buyback. So if we go back up to the top, we have a look at the number of shares bought back, which was 60, and we'll multiply that by the 101 share price, giving us 6,060. That needs to be a negative because that cash has been spent buying back shares.

What's the other side of that? Well, our equity will go down as well. It's a share buyback. Those shares don't exist outside anymore, so the equity reduces.

Finally, we have the tax payable. The tax payable was capital gain, tax payable in arrears, because it's in arrears, there won't be a cash impact here. Instead, we're going to create a liability and we're gonna put that into accrued liabilities. So the liability goes up by 2,400. That tax also has to go through the income statement and eventually goes through to equity. So our equity will go down by 2,400.

That now completes that divestment of Sikorsky. So let's see what's happened to the balance sheet overall, we have a look at their total assets. The group's total assets are now 89,021, whereas they were 91,289. That's because we've gotten rid of Sikorsky, even though we've received a lot of cash in compensation for getting rid of it. We also spent that cash on a share buyback. So total assets have gone down. Total liabilities and equity have gone down by the same amounts. What happens along the way? We had the shared buyback, cash proceeds and gain on sale and.

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