Transaction Comps Case Study - Introduction and Reviewing Different Deals
- 08:01
How to use transaction comparables to value a company, using Red Bull as an example. The difference between transaction and trading comparables, the challenges of finding relevant deals, and how to calculate and compare multiples and premiums.
Transcript
Transaction comparables compared to trading comparables are different because transaction comparables is not looking at the stock market. Number one, it's looking at the M&A market. And the really big difference between those two markets is that in the M&A market, you are not buying a minority stake, you're buying a controlling stake. So this means the multiples under normal circumstances would normally be between 30 and 40% higher than the trading comparable multiples, because that's typically the range of what a control premium is in an acquisition. So normally investors who own a stock in the public markets would normally expect a premium of between 30 and 40% to incentivize them to sell their shares. However, you need to put that in the context of where the stock has been trading and the stock has been trading upwards for the last 12 months. It's likely to be at the low end or maybe even less than 30% premium, whereas the stock has been trading downwards, then it may have to be significantly ahead of the 40% premium. So for example, when Intel bought McAfee, they paid a 60 over 60% premium for that business. And the reason they did that is that that 60% premium, while sounding very high, actually only got MacAfee shareholders back to where they had been 12 months prior to the acquisition. So you need to always put that in the context of acquisitions. Secondly, a lot of acquisitions for private companies and you don't have a premium for a private company, you'll only have a multiple. So probably the most relevant metric for transaction comps tends to be multiples. The price paid for a controlling stake in the M&A market compared to the value in the stock market. However, you can also look at it as a percent premium as well. Now on this sheet, we have a breakdown of all the deals that happened in the sector. Unfortunately, unlike the stock market where you often can get many comparable firms in the M&A market, you only have companies that have been acquired. And this means that the comparables tend to be a lot more heterogeneous than the trading comparables. So you have to go down and you have to look at the ones which you think are most relevant. And there's a delicate balance between having deals that are more recent that reflect prices in the in the M&A market and deals which have similar growth rates, margins, and are in the same business line. So it's very similar in terms of the trading comparables in choosing the comparables, but your level of accuracy in the transaction M&A market is going to be a lot less good than the trading comparable market. The other problem you get in the M&A market is that as stock prices rise, So if you've had a bull market, the older transactions often will be done at lower multiples than the more recent transactions. And that's one of the reasons why more recent transactions is really important because it is kind of a key heuristic when you're selling a business what price was paid recently for an asset in that market? So this means that also if the stock prices have come down, then the historical prices paid in the M&A market may not be a good indication of what investors would be prepared to buy. So you need to put that in the context of what's going on, which means that transaction comparables can sometimes be a difficult thing to put in the context of trading multiples if the markets have moved significantly in the prior 12 months period. Now in this list, there are a few assets that we have highlighted. Firstly is the Dr. Pepper acquisition by Keurig, and that created Keurig Dr. Pepper. And the reason that we put that in is that we such a key acquisition in the soft drinks business that we would include that. So I would definitely include that. The other one is the acquisition by PepsiCo of SodaStream. Obviously not quite the same business, but SodaStream is a fairly well known global brand, obviously not as well known as Red Bull, but we've got to choose some of these companies. And then if we come down, there's an acquisition of Primo Water Corporation by Cott Group, and that was done in 2020. This transaction comp list is done in order. And then if we come down, the one deal that really is very comparable in terms of business model is BodyArmor, which is a kind of workout drink that was acquired by Coca-Cola. So those are the companies that we have chosen. And the truth is actually many of these are not fantastic comparables. The other company I would probably include is the acquisition of Vital Pharmaceuticals by Monster Beverage. It's an energy drink, and again, Monster Beverage is very close comparable. So then what I would do is I would pull in this short list down at the bottom and I'm just going to go and reference the key items. So I'm gonna go up to my companies that I have highlighted. Dr. Pepper was the first one. These are the target first. Then after Dr. Pepper, we want the Soda Stream International and then the Primo Water and then go up to Body Armor. And then finally, Vital Pharmaceuticals. It sounds a bit weird. Vital Pharmaceuticals is actually a drinks company. So I've got my list here, and then what I can do is I can copy this, right. Because I'm just pulling data from the above items there and I'm gonna copy it all the way to the end. I'm not going to include the discussion analysis at the end. I just need to make sure that I adjust the dates. And this gives me my ranges here. I've got my LTM EBITDA, but some of the deals, unfortunately, we don't have the multiple because often private company deals don't get disclosed, and that's a big frustration when we are doing this type of analysis. I've got a revenue multiple here, and then I've got an EV EBITDA multiple here as well. Then we've got some synergy information, and then we've got synergy as a percentage of revenue as well. So unfortunately for BodyArmor and Vital Pharmaceuticals, we don't really have good metrics. We have a revenue multiple, but we don't have an EBITDA multiple. And certainly if we were acquiring Red Bull, we would acquire Red Bull on an EBITDA multiple. Unfortunately, that's quite tricky. Also, Vital Pharmaceuticals was quite on a very, very low multiple and there could be a good reason for that. So probably Vital Pharmaceuticals, although it's in the wheelhouse of this industry, is at such a low revenue multiple. Either there's some issue with that number that was certainly want to check it or there was some issue with the company, it could have been bought out of administration, for example. So I'm actually not going to focus too much on Vital Pharmaceuticals, but I have got my other items there, my list of these key acquisitions, it's not a great list and often find this in transaction comps. It's a really hard thing to triangulate. What we can then do is we can put this in the context of Red Bull.