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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 1 - Deconsolidation

  • Notes
  • Questions
  • Transcript
  • 03:32

A worked example of United Technologies divesting itself of Sikorsky. This shows the accounting for the initial deconsolidation

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Private Sale - Model Step 1 - Deconsolidation EmptyPrivate Sale - Model Step 1 - Deconsolidation Full

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Deconsolidation Divestitures Private sale
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Transcript

In this model, United Technologies are selling their subsidiary Sikorsky. We're asked to adjust the United Technologies balance sheet and income statement for 2014 to show the effects of the sale. Underneath, you've got some information regarding the sale. You've got the sale price, the proceeds were all in cash and it was used for share buyback. You then got some details of the share BA buyback and the capital gains tax.

Underneath that, we've got the United Balance sheet, and this includes Sikorsky. So this is a group balance sheet. Next to that, you've got Sikorsky's figures standalone, and we need to do two jobs to start us off. The first of these is to come up with our totals for United, excluding Sikorsky. We need to set this up before we put all the adjustments in. So what we're gonna do is we'll start with the United figure, in this case, cash of 5,235, and we're then going to sum up all of the adjustments that we're going to make because of the divestment. I'm then going to copy that down, and when I come to subtotals, like this one here for total current assets, I'll then sum upwards. Let's fill in the rest of this column.

We do exactly the same for our current liabilities and long-term liabilities and all the way through to equity as well. Remember, we're not doing those subtotals just yet because those subtotals need to be added up vertically. So total current liabilities was already added up. I'm going to include that in my total assets. You've now got your total assets figure 91,289. Current liabilities add up and will include those total current liabilities in our total liabilities.

Last up then equity and total liabilities in equity.

And we have exactly the same figure, 91,289 and our balance check total liabilities minus total assets gives us a zero. So step one is done. We've come up with our template for United, excluding Sikorsky. Now we need to start putting some adjustments through, and this is the second thing we need to do. We need to deconsolidate Sikorsky. So we subtract out 75 of cash that were sikorsky's. The group had 5,235 of cash, but after subtracting out that 75, we've now got 5,160.

We need to make the same adjustment all the way down for Sikorsky because we need to quite literally strip their figures out from the group. The one item where we won't copy it down to will be equity. We don't Consolidate equity, therefore we don't have to de consolidate a subsidiaries equity either. Non-con controlling interests are absolutely fine. As I said, don't de consolidate the shareholder's equity. So the two jobs we had was firstly to come up with our United excluding Sikorsky column and then to de consolidate Sikorsky as a check. Let's go down to the bottom of the final column, and at the moment you should be unbalanced by seven.

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