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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

Divestitures and Tax - Examples

  • Notes
  • Questions
  • Transcript
  • 03:06

A review of acquisitions and divestitures involving Nestle and Kraft, and how tax was handled efficiently or inefficiently

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Glossary

Alcon Book Basis Divestitures Kraft Nestlé Private Sale Tax Basis
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Transcript

Let's look at some real life examples of tax in divestiture transactions. Many years ago, in 1977 or year zero, Nestle acquires Alcon. It did this for 280 million or nor $0.28 billion. 25 years later, Nestle iPod, 23% of Alcon, and the proceeds received for that were $2.3 billion. In year 31, Nestle sells 25% extra for 11 billion. And then lastly, in year 33, Nestle sells the remaining 52% to Novartis for $28.3 billion. So the overall proceeds that Nestle have earned through selling Alcon than $41 billion. Now, because they bought it for N 0.28 billion, but sold it for 41 billion, you would think there'd be a very large capital gain, but no tax was paid on the gain despite the low tax base. That's the 0.28 billion due to Nestle's long holding period in Nestle's jurisdiction, a long holding period exempts you from capital gains tax. Now let's look at a different transaction. As part of the Craft Cadbury transaction craft wanted to sell its pizza business to Nestle. The proceeds from this were $3.7 billion, but the pizza business had a zero tax base. The pizza business had been created from scratch. There was no acquisition cost and thus its tax base was zero. That means that the net proceeds were only 2.5 billion after the capital gain tax had been paid. The capital gains tax in this case being the 1.2 billion in between the proceeds and the net proceed. So let's look at the EV to pre-tax earnings multiples. The pre-tax earnings were 280 million or 0.28 billion for the pizza business. This is coincidentally the same amount paid by Neste for Alcon, but there's no link. So if we assume that EV was 3.7 billion and we divide that by the 0.28 billion of earnings, then that gives a transaction EV multiple of 13.2 times. However, if we now assume that the EV was the net proceeds of 2.5 billion and divide that by the 0.28 billion pretax earnings, and that gives you a rather low multiple of nine times. And here we have a quote by Warren Buffett. He said, I feel poorer Kraft sold a very fine pizza business and they said that they got 3.7 billion for it. But after tax, that business was sold for 2.5 billion and earned 280 million pre-tax last year, nine times pre-tax earnings. So the lesson here is that tax can have a big impact upon transactions, reducing the net proceeds of a transaction and not seen in these examples. But tax can often scupper a transaction. It can stop it in its tracks.

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