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Merger Analysis Cash Deal

Understand how to analyze an M&A transaction and the impact on the acquirer's financials.

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27 Lessons (76m)

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  • Description & Objectives

  • 1. Nature of Acquisition

    02:03
  • 2. Equity Value

    01:08
  • 3. Equity Value Workout

    01:58
  • 4. Equity Value to Enterprise Value Workout

    04:04
  • 5. Sources and Uses of Funds - M&A Cash Deal

    03:09
  • 6. Sources and Uses of Funds Workout 1

    05:20
  • 7. Sources and Uses of Funds Workout 2

    06:04
  • 8. Financing a Transaction

    02:26
  • 9. Transaction Fees

    01:36
  • 10. Consolidation - Balance Sheet

    02:47
  • 11. Consolidation - Balance Sheet Workout

    05:26
  • 12. Consolidation - Income Statement

    01:45
  • 13. Consolidation - Income Statement Workout

    01:34
  • 14. Equity Financing Exchange Ratio

    00:48
  • 15. Equity Financing Exchange Ratio Workout

    01:26
  • 16. Output - EPS Accretion Dilution

    02:43
  • 17. Output - EPS Accretion Dilution Workout

    03:49
  • 18. Output - Synergies to Breakeven

    03:17
  • 19. Output - Synergies to Breakeven Workout

    04:45
  • 20. Output - Relative PEs

    03:18
  • 21. Output - Debt Capacity

    02:01
  • 22. Output - Debt Capacity Workout

    01:50
  • 23. Output - Synergies vs. Premium Paid

    02:28
  • 24. Output - Synergies vs. Premium Paid Workout

    03:01
  • 25. Output - Return on Invested Capital

    03:52
  • 26. Output - Return on Invested Capital Workout

    01:56
  • 27. Output - Analysis at Various Prices

    01:49

Prev: M&A and LBO Fundamentals Next: Merger Model

Output - Relative PEs

  • Notes
  • Questions
  • Transcript
  • 03:18

Understand the impact of financing instruments on earnings per share

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Glossary

Acquirer P/E Acquisition P/E Debt P/E Earnings Yield
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Transcript

Relative P/Es are useful sense checks They work for cases with no synergies and 100% debt or 100% equity financing There are three main Ps that we can look at The first one is your acquirer P/E and this is the acquirer share price prior to any merger Over the acquirer's EPS, again prior to any merger The second one is your acquisition or your target's P/E It's the offer price being given to the shareholders over the target's EPS The third is your debt P/E which is one over the post tax cost of debt There's a relationship between these P/Es and what the relationship says is "If the acquisition or target P/E is greater than the acquirer P/E, the deal is dilutive" If you're using 100% stock or equity financing Alternatively let's compare another two of the P/Es If the acquisition or target P/E is greater than the debt P/E, the deal will be dilutive if using 100% debt financing Let's use some numbers to try and illustrate that a bit better Here we've got some assumptions, we've got an acquirer P/E of 15, post tax cost of debt 4% and an acquisition P/E of 18 So we can them underneath in the table, in the second column What we've done in the third column is we have inverted them. So let's look at the acquisition P/E first, it's 18 That says that I can acquire a share for maybe 18 dollars and I would get one dollar in return earnings per share every year Okay, well if we looked at the next column, when we invert the P/E that gives me an earnings yield Again for every 18 dollar share I buy, I get one dollar back. That's a 5.6% return or earnings yield Okay that's interesting, let's compare that to the acquirer P/E. The acquirer P/E is 15, if I invert that, that gives me a 6.7% return What we're saying in an acquisition is the acquirer shareholders instead of receiving their 6.7% The directors say no we won't give you that, instead we'll reinvest it in this acquisition and we'll turn this 6.7% into a 5.6% return That sounds awful, we're taking a higher return and diluting it down to a lower return Therefore if the transaction is 100% equity financed, the deal will be diluted However, now let's compare the acquisition target P/E to the debt P/E The debt P/E here is 25 but again invert that again, that gets us back for post tax of debt 4% Directors of the acquirer company could say, let's borrow money which cost us 4% and invest it in the acquisition target at 5.6% That sounds great! Borrow at 4%, get return of 5.6%? This tells me that if the transaction is 100% debt financed, the deal will be accreted So turning those P/Es into earing yields or cost of debt does help to illustrate the point being made here by your P/Es Remember though, it's just a rule of thumb if you're using 100% equity or 100% debt If you're going to be using a mix, then we need to use some merger modelling to calculate if it's EPS accreted of diluted

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