M&A - Sources and Uses
- 05:40
Estimating the additional debt financing based on the leverage assumption and building the sources and uses of funds section.
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Transcript
Now let's look at the financing structure of the deal and build our sources and uses of funds. So first we're gonna work on our uses of funds.
Our acquisition equity value was calculated before at 53, about 53.6 billion.
We're gonna be refinancing the targets net debt, which is 11.7 billion. And our last use of funds is our transaction fees, which are estimated at 1% of acquisition equity value. And that gives us a total uses of funds of about 66 billion. So now let's look at the financing or our sources of funds, starting with any cash that they acquire can put onto this deal. And that was calculated before at about 750 million This one is gonna be calculated based on our maximum leverage assumption of three x, but before we can compute the amount of debt financing, we need to determine what is the EBITDA of this company on a combined basis. So down here we can make that calculation starting with the acquirers, LTM ebitda, which is all the way at the top of the Excel template, and that is 5.9 billion. We're gonna add to that the targets LTM ebitda, which is about 4 billion. And then we need to look at the run rate synergies. Now synergies will be estimated at 5% of LTM revenue for the target, so we'll take that 5% and multiplied times the targets LTM revenue, and that gives us about 1 billion.
We can add all of these numbers to get our combined ebitda.
Now remember, we made the assumption of a maximum net debt to EBITDA of three times. So we can take that assumption of three at the top times our combined ebitda, and that gives us a maximum combined net debt of about 33 billion.
Let's see what the incremental debt is for the financing of this deal. So we need to take out any existing debt the acquirer might have on Its balance sheet, and then we need to add any cash on the balance sheet of the acquirer. So for the existing debt, we are gonna bring that number from Felix.
We are here on the acquirer's company page. If we look at the EV bridge, you will see debt of 9.609 billion. Now the company also has a pension liability, but in the handout it states that for simplicity we're gonna ignore this liability and we're gonna use only the company's debt in the calculation of its net debt. So I'm gonna take the 9 6 0 9 onto the Excel file.
And then we need to figure out the amount of cash the acquirer will have post acquisition. Now here, we have to be careful because remember some of the cash the acquirer has before the acquisition is gonna be used to finance the deal. So we only want the cash that will remain on the balance sheet post deal, and we can get that number by taking the existing cash today at 1451. And subtracting, let me go down here, take the 1451 minus any cash that will be used to finance the deal and that difference will be still there on the acquirer's balance sheet post transaction. So what is the additional debt that we can put onto this deal? The answer is we're gonna take the maximum combined net debt, we're gonna subtract the existing debt of the acquirer, and we're gonna add the cash. And that will give us 24, roughly 24 billion. So now we can go back to our sources of funds and we can link this incremental debt financing onto this table. And that leaves us with one last row, which is our equity financing. So in this model, our equity financing is gonna be a balancing figure to ensure that we have enough financing to cover all of our users of funds. So the way to calculate the equity financing is simply taking the total uses of funds minus any cash we're using, minus any debt financing.