Special Situations - Sources and Uses of Funds
- 04:31
Learn how acquisitions are financed and what the financing is used for
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The sources and uses of funds is a summary of the financing of the transaction compared to what you're spending the money on. We start by looking at what we've got to actually spend money on. In other words, the uses of the funds. Fairly obviously, the first point in that is the equity purchase price, how much we have to buy for control of the overall business. But in a lot of situations, particularly if we have high levels of leverage we will typically need to refinance the existing debt. In other words, if the company that we are buying or investing in has any existing loans or existing debt they may well be needed to be refinanced. And this means that we've got to pay them off and refinance them with a new loan at potentially a higher interest rate. Not only that, we've probably also got some fees and those fees could be for financial advice but they could also be from financing fees and there will be arrangement fees or underwriting fees. The advisory fees will also include advice from lawyers and accountants. So all those three items together will equal the uses of funds, the purchase price, the debt, which may need to be refinanced, and the fees. So the next question, how are we going to fund that? Well, that is where we start with debt financing. And the reason we start with debt financing is usually there's a limit to the debt capacity that the business can support, and that will be driven by the capital markets, by the banks, and anyone who's lending to the business. That is fairly fixed. Once the lenders have decided how much they're going to lend, they're not going to increase that amount simply because you want to pay more for the business. This means effectively we have a plug number we've got the uses of funds that we need to fund. We've got our debt financing, which is based on the debt capacity of the business and the remaining amount that we have is going to be our equity investment. So the equity investment is almost just calculated based on the difference between the total uses of funds minus the debt capacity analysis or the debt financing. And the equity financing provides the remaining amount of financing, so the uses of funds will equal the sources of funds. Now, the equity financing could actually be split into a number of tranches just like the debt financing probably will be too as well. And the two types of equity tranches that you'll often see will be ordinary or common shares and preference shares. But the debt financing and the equity financing added together will equal the sources of funds. And the sources of funds, of course has to equal the uses of funds. And if you decided that perhaps you needed to pay more for a business at the time you purchase it, that means that your main option to finance that will be the equity financing if you have maxed out your debt financing. And pretty much every transaction model you will see a sources and uses of funds diagram which on the uses side just shows you what you're spending money on which will be the equity purchase price, refinancing that debt, and any fees. And then on the sources of funds it will list out the different types of financing. In this case, we've grouped them into debt financing and equity financing, but there'll probably be a number of tranches within the debt financing and possibly a couple of tranches in the equity financing. So that gives you a nice overview of a transaction.