Synergy Case Study - Modeling a Synergy Valuation
- 06:21
Calculate the value of synergies from a merger and acquisition transaction. How to use data from the Red Bull model, the transaction comps sheet, and the weighted average cost of capital to estimate the pre-tax and post-tax synergies, the terminal value, and the present value of the synergies.
Transcript
First what we're going to do is pull in some key metrics or key assumptions, the marginal tax rate from the Red Bull model, and then the weighted average cost of capital from our WACC sheet. So the marginal tax rate. I'm gonna go to my Red Bull model and I'm actually going to use the forecast marginal tax rate in column G, because that's spread a predictor of what's gonna happen in the future. And then what I'm going to do is I'm gonna pull in the WACC from our WACC sheet, which has already been calculated at 6.5%. So those are numbers which have come from the rest of the model. We also need to pull in the last 12 months revenue. Again, that will come from the Red Bull model, getting total revenue of the 2023 year. And then I'm going to calculate the average synergies as a percentage of LTM revenue. Now the average synergy number is going to come from the transaction comp sheet because you can estimate what the synergies are based on historical disclosure from prior acquisitions. That is one way of doing it. It's actually not the best way. The best way of estimating synergies is to get your client to give you a sense of what synergies that they think you would be able to extract from the transaction. And the reason for that is your client tends to know the industry best, and also they will potentially know the target best as well. So if you have a client that can give you that information, use that. Alternatively, we can take the average of the numbers on the transaction comps page. So I'm going to go up to the first transaction, and this is going to be in cell N7. So I'm gonna go across to N7, and that's what the synergies are. And you can see there disclosed in some of the transactions, and I'm going to go down and average down to row 26, obviously there, there's a blank cell. The average function ignores that. So what that gives us on average in this sector, deals that have disclosed synergies are approximately 8.2% of LTM revenue. We've done a revenue for simplicity. Ideally it'll be based on SG&A costs, but we just don't have that disclosure. So we're going to use it based on the percentage of revenue. So then what we can do is make some assumptions about how quickly there will be realized. And normally synergy extraction will take at least a three year period to extract. So what we're going to do is we're going to calculate the synergies per annum. Now this is making the assumption that there's no growth, and that's a bit of a conservative assumption, because potentially as the two businesses grow, then there'll be additional cost savings. But in this model, we're assuming there's no growth. But that's a pretty conservative assumption. So I'm going to take our assumption for synergies multiplied by the LTM revenue, absolute reference that, and then copy that across. And that will give us our synergy forecast. Again, I think it's a bit conservative using a flat line number, but that's what we've got as our assumption. And then for the synergies achieved, it's just going to be the percent realization multiplied by that synergy number. So that's kind of what we're expecting as a synergy extraction. But of course you're gonna have to pay tax on that because that will mean more profits and therefore more tax. So that synergy number is not post-tax, it's a pre-tax number. Then what I'm going to do is I'm gonna take that synergy number and multiply it by 1 minus the marginal tax rate to reflect that actually if we generate more profits, it's going to generate more tax. And so actually we'll only get the after tax benefit of those synergies. Now, the synergy discount rate, some people may put a premium onto the cost of capital. I think that's a little bit dangerous because you need to ask yourself what kind of premium should we use? So most bankers do say, look, let's just use the WACC, but we will sensitize the synergy assumption rather than change the cost of capital. So now I'm going to pull in the discount rate and we want to pull in the weighted average cost of capital. And then for the terminal value, we're going to use the standard DCF methodology for terminal values. That's the Gordon Growth Model. So I'm gonna take my synergies post tax multiplied by 1 plus the growth rate, and then I'm going to divide by the WACC minus that growth rate. And that will give me an implied valuation of the synergies beyond that 2026 year. And then we're going to do a little discounting model, and we're gonna assume midyear synergies. You may find that a lot of bankers don't worry about the midyear adjustment, but we're going to put it in. And then we'll do the discount factor, which is 1 divided by 1 plus the discount rate, and we'll take that to the power of the year count there. And then I'm going to calculate the present value of each individual year's synergy. So I'll take the assumption or the discount factor times the post tax synergies, and that will give me the value of each of those synergies in today's money each year. Then if I sum them up, that will give me the value of these synergies over the three year period, but I need to add the value of the synergies beyond that 2026 year. And so I can just use the standard discounting, the methodology, because this is also a cashflow methodology, and then sum those two together and I'll get the present value of the synergies from this transaction. We have done a method here of just calculating how much we think we can extract in value from putting two businesses together based on synergies being a percentage of the target sales.