• Merger Model: Cash, Debt, and Stock Mix

    In this merger model lesson, you'll learn how a company might decide what mix of cash, debt, and stock it might use to fund... By http://breakingintowallstreet.com/ "Financial Modeling Training And Career Resources For Aspiring Investment Bankers" ... might use to fund a merger or an acquisition - and you'll understand how to determine the appropriate amount of each one in a deal. 2:24 General Order of Funding for M&A Deals 4:49 Cash - How Much Can You Use? 9:56 Debt - How Much Can You Use? 14:08 Stock - How Much Can You Use? 16:32 Exceptions 18:03 Recap and Summary How Do You Determine the Cash / Stock / Debt Mix in an M&A Deal? Very common interview question, and you also need to know it for what you do on the job. 3 ways to fund a company, and to fund acquisitions of other companies...

    published: 21 Oct 2014
  • Acquisitions with shares | Stocks and bonds | Finance & Capital Markets | Khan Academy

    Mechanics of a share-based acquisition. Created by Sal Khan. Watch the next lesson: https://www.khanacademy.org/economics-finance-domain/core-finance/stock-and-bonds/mergers-acquisitions/v/price-behavior-after-announced-acquisition?utm_source=YT&utm_medium=Desc&utm_campaign=financeandcapitalmarkets Missed the previous lesson? Watch here: https://www.khanacademy.org/economics-finance-domain/core-finance/stock-and-bonds/dilution-tutorial/v/stock-dilution?utm_source=YT&utm_medium=Desc&utm_campaign=financeandcapitalmarkets Finance and capital markets on Khan Academy: Companies often buy or merge with other companies using shares (which is sometimes less intuitive than when they use cash). This tutorial walks through the mechanics of how this happens and details what is likely to happen in ...

    published: 12 May 2011
  • What Is A Cash Merger?

    Definition of cash merger where an acquiring firm buys the target firm's stock with cash, instead more common practice exchanging it own definition out buying its a happens when company's. The acquirer can pay cash outright for all the equity shares of target company, paying what is an 'all deal'all mergers and acquisitions occur with no exchange stock; parent company purchases a majority common 7 aug 2017 merger mode payment business acquisition in which used to buy stock acquired firm instead striking about 1990s, however, way they're being deal, roles two parties are clear cut, but deals also be funded combination. In the event of a cash only merger transaction, exchange ratio is not excluding any effects, what actual based on stock mergers and acquisitions (m&a) are complex, involving ...

    published: 10 Oct 2017
  • Bill Gross on Market Outlook, Henderson Merger

    Jun.07 -- Bill Gross, manager of the $2 billion Janus Henderson Global Unconstrained Bond Fund, talks about his current market view as he expects lower returns and holds a large cash position. He speaks with Bloomberg's Erik Schatzker on "Bloomberg Markets."

    published: 07 Jun 2017
  • Merger Model Interview Questions: What to Expect

    You’ll learn about the most common merger model questions in this tutorial, as well as what type of “progression” to expect and the key principles you must understand in order to answer ANY math questions on this topic. Table of Contents: 3:26 Question #1: The Basic Rules 5:23 Question #2: With Real Numbers 8:21 Question #3: Equity Value, Enterprise Value, and Valuation Multiples 12:17 Question #4: Ranges for the Multiples 14:26 Question #5: What if the Buyer is Twice as Big? 16:26 Recap, Summary, and Key Principles Question #1: The Basic Rules "A company with a P / E multiple of 25x acquires another company for a purchase P / E multiple of 15x. Will the deal be accretive or dilutive?" ANSWER: You can’t tell unless it’s a 100% Stock deal. If it is, it will be accretive because th...

    published: 11 Oct 2016
  • IRR vs. Cash on Cash Multiples in Leveraged Buyouts and Investments

    In this IRR vs Cash tutorial, you’ll learn the key distinctions between the internal rate of return (IRR). By http://breakingintowallstreet.com/ "Financial Modeling Training And Career Resources For Aspiring Investment Bankers" You will also learn further distinctions on the cash-on-cash multiple or money-on multiple when evaluating deals and investments – and you’ll understand why venture capital (VC) firms target one set of numbers, whereas private equity (PE) firms target a different set of numbers. http://youtube-breakingintowallstreet-com.s3.amazonaws.com/109-05-IRR-vs-Cash-on-Cash-Multiples.xlsx Table of Contents: 1:35 Why Do IRR and Cash-on-Cash Multiples Both Matter? 3:05 What Do Private Equity vs. Venture Capital vs. Other Firms Care About? 8:30 How to Use These Metrics in R...

    published: 05 Aug 2014
  • Accretion Dilution - Rules of Thumb for Merger Models

    Learn about rules of thumb you can use to determine whether an acquisition will be accretive or dilutive in advance, based on the P/E multiples of the buyer and seller, the % cash, stock, and debt used, and the prevailing interest rates on cash and debt. By http://breakingintowallstreet.com/ "Financial Modeling Training And Career Resources For Aspiring Investment Bankers" Here's an outline of what we cover in the lesson, and the step-by-step process you can follow to figure this out for yourself: Why Do We Care About Rules of Thumb for M&A Deals / Merger Models? It's a VERY common interview question - "How can you tell whether an M&A deal is accretive or dilutive?" People often believe, incorrectly, that there's no way to tell without building the entire model. But shortcuts always e...

    published: 17 Nov 2013
  • Purchase Price in M&A Deals: Equity Value or Enterprise Value?

    In this tutorial, you’ll learn why the real price paid by a buyer to acquire a seller in an M&A deal is neither the Purchase Equity Value nor the Purchase Enterprise Value… exactly. http://breakingintowallstreet.com/ "Financial Modeling Training And Career Resources For Aspiring Investment Bankers" Table of Contents: 4:29: Problem #1: The Treatment of Debt 8:03: Problem #2: The Treatment of Cash 11:45: Recap and Summary Common questions: “In an M&A deal, does the buyer pay the Equity Value or the Enterprise Value to acquire the seller?” “What does it mean in press releases when they say the purchase consideration ‘includes the assumption of debt’? Does that mean the price is the Enterprise Value?” The Basic Definitions Equity Value: Value of ALL the company’s assets, but only to...

    published: 10 Mar 2016
  • WACC, Cost of Equity, and Cost of Debt in a DCF

    In this WACC and Cost of Equity tutorial, you'll learn how changes to assumptions in a DCF impact variables like the Cost of Equity, Cost of Debt. By http://breakingintowallstreet.com/ "Financial Modeling Training And Career Resources For Aspiring Investment Bankers" You'll also learn about WACC (Weighted Average Cost of Capital) - and why it is not always so straightforward to answer these questions in interviews. Table of Contents: 2:22 Why Everything is Interrelated 4:22 Summary of Factors That Impact a DCF 6:37 Changes to Debt Percentages in the Capital Structure 11:38 The Risk-Free Rate, Equity Risk Premium, and Beta 12:49 The Tax Rate 14:55 Recap and Summary Why Do WACC, the Cost of Equity, and the Cost of Debt Matter? This is a VERY common interview question: "If a compan...

    published: 23 Sep 2014
  • Price behavior after announced acquisition | Finance & Capital Markets | Khan Academy

    Stock Price Behavior After Announced Acquisition with Shares. Created by Sal Khan. Watch the next lesson: https://www.khanacademy.org/economics-finance-domain/core-finance/stock-and-bonds/mergers-acquisitions/v/simple-merger-arb-with-share-acquisition?utm_source=YT&utm_medium=Desc&utm_campaign=financeandcapitalmarkets Missed the previous lesson? Watch here: https://www.khanacademy.org/economics-finance-domain/core-finance/stock-and-bonds/mergers-acquisitions/v/acquisitions-with-shares?utm_source=YT&utm_medium=Desc&utm_campaign=financeandcapitalmarkets Finance and capital markets on Khan Academy: Companies often buy or merge with other companies using shares (which is sometimes less intuitive than when they use cash). This tutorial walks through the mechanics of how this happens a...

    published: 12 May 2011
  • Equity Value vs. Enterprise Value and Valuation Multiples

    Learn how Equity Value and Enterprise Value change when a company issues debt, pays off debt, issues equity, and repurchases shares. By http://breakingintowallstreet.com/ "Financial Modeling Training And Career Resources For Aspiring Investment Bankers" The key point is that regardless of how a company is financed, its Enterprise Value - and Enterprise Value-based multiples - do NOT change. Equity Value, however, may change depending on its share count and any shares it issues or repurchases. So even when a company changes its debt or equity or cash levels, valuation multiples such as EV / EBITDA and EV / Revenue will not change immediately afterward... whereas a multiple such as P / E (Price Per Share / Earnings Per Share, or Equity Value / Net Income) will change if new equity has been ...

    published: 13 Oct 2013
  • Free Cash Flow: How to Interpret It and Use It In a Valuation

    You'll learn what "Free Cash Flow" (FCF) means, why it's such an important metric when analyzing and valuing companies. By http://breakingintowallstreet.com/ "Financial Modeling Training And Career Resources For Aspiring Investment Bankers" You'll also learn how to interpret positive vs. negative FCF, and what different numbers over time mean -- using a comparison between Wal-Mart, Amazon, and Salesforce as our example. Table of Contents: 0:54 What Free Cash Flow (FCF) is and Why It's Important 2:26 What Positive FCF Tells You, and What to Do With It 3:56 What Negative FCF Tells You, and What to Do With It 4:38 Why You Exclude Most Investing and Financing Activities in the FCF Calculation 7:55 How to Use and Interpret FCF When Analyzing Companies 11:58 Wal-Mart vs. Amazon vs. Salesf...

    published: 20 May 2014
  • Cost of merger

    Did you liked this video lecture? Then please check out the complete course related to this lecture, Advanced Financial Management - Mergers and Acquisitions with 20+ Lectures, 2+ hours content available at discounted price(only Rs.640) with life time validity and certificate of completion. https://www.udemy.com/draft/373106/?couponCode=YTB10A This course is about Advanced Financial Management - Mergers and Acquisitions. Often we come across, many big companies announcing Mergers and Acquisitions. We also see many times two or more companies in same line of activity getting merged, as well as companies in different line of activities. But why do they Merge? What is the benefit of merging the entities? How the companies are valued for the purpose of merger? How the purchase value is de...

    published: 14 Nov 2015
  • Why Deferred Tax Liabilities Get Created in an M&A Deal

    Why Do Deferred Tax Liabilities Matter? They're part of any M&A deal. By http://breakingintowallstreet.com/biws/ You'll find you always see them in the purchase price allocation schedule, and they impact the combined company's taxes after the deal takes place. You see them all the time, especially for highly acquisitive companies like Oracle. They reflect the fact that there are TIMING differences between when a company records taxes on its publicly filed Income Statement and when it actually pays those taxes. Specifically, when a buyer writes up the seller's PP&E or Other Intangible Assets in a deal, the buyer depreciates or amortizes them over time... but only on the BOOK version of its statements! It can't do that on the TAX version of its statements it files when paying taxes to th...

    published: 18 Mar 2014
  • TATA-Bharti Airtel Merger is Now Going to be a Reality | CNBC TV18

    TTSL, TTML To merget their consumer mobile businesses with Bharti Airtel Merger on a Debt-free cash-free basis TATA CMB-AIRTEL CNBC-TV18 is India's No.1 Business medium and the undisputed leader in business news. The channel's benchmark coverage extends from corporate news, financial markets coverage, expert perspective on investing and management to industry verticals and beyond. CNBC-TV18 has been constantly innovating with new genres of programming that helps make business more relevant to different constituencies across India. India's most able business audience consumes CNBC-TV18 for their information & investing needs. This audience is highly diversified at one level comprising of key groups such as business leaders, professionals, retail investors, brokers and traders, intermedia...

    published: 12 Oct 2017
  • Cash v. Equity - Common Issues in M&A Transactions

    M&A Deal Tips #3: In an M&A transaction, typically the seller desires cash over equity. But factors exist, such as an undervalued market value, whereas a seller will accept equity for the company when they believe the value of the company will increase in the future. Often times acquisitions where equity is involved, usually end up as a hybrid deal — equity and cash. Explained by M&A attorney Shannon Zollo (http://www.mbbp.com/attorneys/zollo_shannon.html) For more resources on M&A transactions, please see: Mergers & Acquisitions Practice http://mbbp.com/practices/mergers-acquisitions See also: Top Ten Issues in M&A Transactions http://mbbp.com/news/issues-in-ma-transactions

    published: 29 Jun 2015
  • What is a Reverse Merger?

    What is a reverse merger? What is the process? A reverse merger is the most common alternative to an initial public offering (IPO) or direct public offering (DPO) for a company seeking to go public. A “reverse merger” allows a privately held company to go public by acquiring a controlling interest in, and merging with, a public operating or public shell company. The SEC defines a “shell company” as a publically traded company with (1) no or nominal operations and (2) either no or nominal assets or assets consisting solely of any amount of cash and cash equivalents. In a reverse merger process, the private operating company shareholders exchange their shares of the private company for either new or existing shares of the public company so that at the end of the transaction, the sharehol...

    published: 22 Jan 2015
  • APG Cash Drawer and Cash Bases' customers profit from merger

    Two companies are now one: The integration of APG Cash Drawer and Cash Bases has been taking place over the last six months. Stephen Bergeron, VP Global Marketing at APG/Cash Bases explains how both companies and their consumers profit from the merger.

    published: 24 Feb 2016
  • Episode 119: Introduction to Mergers and Acquisitions

    Go Premium for only $9.99 a year and access exclusive ad-free videos from Alanis Business Academy. Click here for a 14 day free trial: http://bit.ly/1Iervwb View additional videos from Alanis Business Academy and interact with us on our social media pages: YouTube Channel: http://bit.ly/1kkvZoO Website: http://bit.ly/1ccT2QA Facebook: http://on.fb.me/1cpuBhW Twitter: http://bit.ly/1bY2WFA Google+: http://bit.ly/1kX7s6P Companies have a few options for achieving growth. The first is by growing organically through the development of new products and production capacity over time. The other option, is through what are known as mergers and acquisitions. A merger occurs when two companies agree to combine to form an entirely new company. The two companies will agree on a post-merger name, ...

    published: 18 Jul 2013
  • Expense Synergies in Merger Models

    In this expense synergies lesson, you'll learn why expense synergies matter, what they consist of, how they impact M&A deals. By http://breakingintowallstreet.com/ "Financial Modeling Training And Career Resources For Aspiring Investment Bankers" You'll also learn and accretion / dilution, and 3 common mistakes that people make when incorporating synergies into models. Table of Contents: 3:45 Example of Expense Synergies (Office Consolidation) 7:57 Oversight #1: More Granular Estimates / Checks 11:37 Oversight #2: It Takes Time to Realize Synergies 14:39 Oversight #3: It Takes Money to Realize Synergies 17:39 How Does All of This Impact the Deal, Accretion / (Dilution), and So On? 18:34 Recap and Summary Why do Synergies matter? And what are they exactly? Put simply, they're cases...

    published: 07 Oct 2014
  • How Equity Value & Enterprise Value Change in M&A Deals

    In this tutorial, you will learn how Equity Value and Enterprise Value change after an M&A deal takes place. You will also learn how the combined company’s Equity Value and Enterprise Value relate to the Equity Value and Enterprise Value of the buyer and seller in the deal. By http://breakingintowallstreet.com/ "Financial Modeling Training And Career Resources For Aspiring Investment Bankers" Table of Contents: 1:01 Why Equity Value and Enterprise Value Matter, and the Rules 4:11 Excel Demonstration of Changes in an M&A Deal 9:49 Why the Rules Don’t Work in Real Life How Equity Value and Enterprise Value Change in M&A Deals A common interview question goes something like: “Company A acquires Company B using 100% debt – what is the combined company’s Enterprise Value?” Another commo...

    published: 14 Apr 2015
  • Private Company Valuation

    In this tutorial, you’ll learn how private companies are valued differently from public companies, including differences in the financial statements, the public comps, the precedent transactions, and the DCF analysis and WACC. Get all the files and the textual description and explanation here: http://www.mergersandinquisitions.com/private-company-valuation/ Table of Contents: 1:29 The Three Types of Private Companies and the Main Differences 6:22 Accounting and 3-Statement Differences 12:04 Valuation Differences 16:14 DCF and WACC Differences 21:09 Recap and Summary The Three Type of Private Companies To master this topic, you need to understand that “private companies” are very different, even though they’re in the same basic category. There are three main types worth analyzing...

    published: 11 May 2016
  • EBIT vs. EBITDA vs. Net Income: Valuation Metrics and Multiples

    Why Do You Care About This? It's a very common interview question! Q: "How does EBIT differ from EBITDA? What about EV / EBIT vs. EV / EBITDA? When do you use which one? How does P / E compare to those?" By http://breakingintowallstreet.com/ "Financial Modeling Training And Career Resources For Aspiring Investment Bankers" And it's very common on the job as well -- you must decide how to value companies and which metrics / multiples to focus on. What are the Differences Between EBIT, EBITDA, and Net Income? These metrics differ in terms of: 1. Who the Money is Available to -- Equity investors, debt investors, and the government? Just equity investors? Someone else? 2. Operating Expenses vs. Capital Expenditures -- Some metrics reflect the impact of both of these, whereas others only...

    published: 23 Jan 2014
  • Junker and Chubbybuddy Merger! Cash IN NOW! Invest! BUY! My Stock Price will Sky-rocket!

    watch the video, its pretty self explanatory. I simply like the name Junker better.

    published: 15 Jun 2009
  • Shannon and the Merger - Folsom Prison Blues (Johnny Cash cover)

    Shannon and the Merger - Jergel's Rhythm Grille - Folsom Prison Blues (4/23/17)

    published: 11 May 2017
  • BEER CULTURE IS F*CKED?!

    With the recent sale merger of SABMiller and InBev, it's looking like your hard earned cash is going to one giant company no matter which beer you decide to drink. -- LINKS: http://www.nytimes.com/2016/06/02/opinion/a-big-merger-may-flatten-americas-beer-market.html http://www.chicagotribune.com/business/ct-megabrew-ab-inbev-sabmiller-merger-20161010-story.html http://www.wsj.com/articles/craft-brewers-take-issue-with-ab-inbev-distribution-plan-1449227668 -- Follow us: http://twitter.com/ETCShow http://twitter.com/EliotETC http://twitter.com/RickyFTW

    published: 12 Oct 2016
  • Bayer's $66B deal for Monsanto is biggest takeover of 2016

    How will Bayer and Monsanto's all-cash $66 billion merger agreement impact shares? Varney & Co. with more.

    published: 14 Sep 2016
  • Majority of Sprint shares vote to receive cash in merger

    Majority of Sprint shares vote to receive cash in merger The majority of Sprint Nextel Corp shares elected to receive cash when Japan's SoftBank Corp's takes control of the company. About 53 percent of Sprint's outstanding shares voted to take money in preliminary election over the merger. http://news.yahoo.com/majority-sprint-shares-vote-receive-cash-merger-120455634.html http://www.wochit.com

    published: 08 Jul 2013
  • The Inner Circle - Hard Knock Gamers Merger! Cash Prize Gaming Tournament!

    TicGn.com -~-~~-~~~-~~-~- Please watch: "Nintendo Switch Giveaway | Nintendo Switch Impressions" https://www.youtube.com/watch?v=GYIQhYRKldM -~-~~-~~~-~~-~-

    published: 19 Apr 2016
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Merger Model: Cash, Debt, and Stock Mix

Merger Model: Cash, Debt, and Stock Mix

  • Order:
  • Duration: 19:59
  • Updated: 21 Oct 2014
  • views: 22768
videos
In this merger model lesson, you'll learn how a company might decide what mix of cash, debt, and stock it might use to fund... By http://breakingintowallstreet.com/ "Financial Modeling Training And Career Resources For Aspiring Investment Bankers" ... might use to fund a merger or an acquisition - and you'll understand how to determine the appropriate amount of each one in a deal. 2:24 General Order of Funding for M&A Deals 4:49 Cash - How Much Can You Use? 9:56 Debt - How Much Can You Use? 14:08 Stock - How Much Can You Use? 16:32 Exceptions 18:03 Recap and Summary How Do You Determine the Cash / Stock / Debt Mix in an M&A Deal? Very common interview question, and you also need to know it for what you do on the job. 3 ways to fund a company, and to fund acquisitions of other companies: use cash on-hand, borrow the money from other entities (debt), or issue equity (stock) to new investors. But how does a buyer in an M&A deal decide whether it should use… 50% debt and 50% stock vs. 33% debt, 33% stock, and 33% cash vs. 50% cash and 50% debt vs…. And the list goes on. Easiest: Think about the "cost" of each method, start with the cheapest method, use the most of THAT method that you can, and then move to the next cheapest method, and continue like that. GENERALLY: Cheapest: Cash, since interest rates on cash are lower than interest rates on debt, and tend to be low in general. Next Cheapest: Debt, since it is still cheaper than equity and since interest paid on debt is tax-deductible. Most Expensive: Stock, since the Cost of Equity tends to exceed the Cost of Debt… in theory and in practice. To Compare Them: Look at the "After-Tax Yields"… for debt and cash, just take the Interest Rate and multiply by (1 - Buyer's Tax Rate). Stock: Take the buyer's Net Income and divide by its Equity Value (or "flip" its P / E multiple). SO: Always start with cash, use the most you can, then move to debt, use the most you can, and finish up with stock. Cash - How Much is "The Most You Can?" Easy: Company has minimal cash and can't use anything, or it has a huge cash balance and can use all of it. More Common Case: Look at the company's "minimum" cash balance and use the excess cash above that to fund the deal. EX: Company has $500 million in cash right now, but its minimum cash balance to keep operating is $200 million… So it can use $300 million of its cash to fund the deal. How to Determine: Can be tough, but sometimes companies disclose it… ...or you can look back at historical cash balances and make a guesstimate based on that (what was its lowest cash balance in past years?). Debt - How Much Can You Use? So let's say you've now used $300 million of cash to fund the deal… but it's a deal for $1 billion total. How much debt can you use to fund the remainder? $700 million? $300 million? $500 million? Easiest Method: Calculate the key credit stats and ratios for the combined company - for example: Total Debt / EBITDA Net Debt / EBITDA EBITDA / Interest Expense And see what amount of debt makes these look "reasonable", in line with historical figures and also figures for comparable companies. EX: Let's say that if the company uses $500 million of debt, its Debt / EBITDA is 4x. Historically, it has been around 2-3x, and no peer company is levered at more than 3.5x. If that's the case, we'd say that 3.5x - 4.0x is probably the "maximum" (whatever amount of debt that means). Here: We have the Debt / EBITDA and other ratios for the Men's Wearhouse / Jos. A. Bank peer companies. Stock - Now What? Often used as the "method of last resort" because: A) It tends to be the most expensive method for most companies. B) Most acquirers don't like giving up ownership and diluting existing shareholders unless absolutely necessary. So in this example, if we've used $300 million of cash and $500 million of debt, we're still not quite at $1 billion... need an extra $200 million, which we can get by issuing stock. # of Shares = $200 million / Buyer's Share Price. Technically, there's no real "limit," but it would be very odd for a company to give up more than, say, 50% ownership to another company… unless they're very close in size. Exceptions: Buyer has an exceptionally high P / E multiple (Amazon) - stock might be the cheapest! Buyer wants to do a tax-free deal (Google / YouTube) and it's much bigger anyway, so won't make a difference. Companies are similarly sized - stock might always be necessary because cash/debt are implausible (mergers of equals). Summary Which purchase method do you use? MOST relevant when companies are closer in size… doesn't make much difference when the buyer is 100x or 1000x bigger than the seller. Order: 1. Cash - Any excess cash above the company's minimum cash balance. 2. Debt - To the upper range of the Debt / EBITDA of comparables (and other metrics). 3. Stock - For any remaining funding that's required; ideally give up well under 50% ownership.
https://wn.com/Merger_Model_Cash,_Debt,_And_Stock_Mix
Acquisitions with shares | Stocks and bonds | Finance & Capital Markets | Khan Academy

Acquisitions with shares | Stocks and bonds | Finance & Capital Markets | Khan Academy

  • Order:
  • Duration: 3:47
  • Updated: 12 May 2011
  • views: 57885
videos
Mechanics of a share-based acquisition. Created by Sal Khan. Watch the next lesson: https://www.khanacademy.org/economics-finance-domain/core-finance/stock-and-bonds/mergers-acquisitions/v/price-behavior-after-announced-acquisition?utm_source=YT&utm_medium=Desc&utm_campaign=financeandcapitalmarkets Missed the previous lesson? Watch here: https://www.khanacademy.org/economics-finance-domain/core-finance/stock-and-bonds/dilution-tutorial/v/stock-dilution?utm_source=YT&utm_medium=Desc&utm_campaign=financeandcapitalmarkets Finance and capital markets on Khan Academy: Companies often buy or merge with other companies using shares (which is sometimes less intuitive than when they use cash). This tutorial walks through the mechanics of how this happens and details what is likely to happen in the public markets because of the transaction (including opportunities for arbitrage). About Khan Academy: Khan Academy offers practice exercises, instructional videos, and a personalized learning dashboard that empower learners to study at their own pace in and outside of the classroom. We tackle math, science, computer programming, history, art history, economics, and more. Our math missions guide learners from kindergarten to calculus using state-of-the-art, adaptive technology that identifies strengths and learning gaps. We've also partnered with institutions like NASA, The Museum of Modern Art, The California Academy of Sciences, and MIT to offer specialized content. For free. For everyone. Forever. #YouCanLearnAnything Subscribe to Khan Academy’s Finance and Capital Markets channel: https://www.youtube.com/channel/UCQ1Rt02HirUvBK2D2-ZO_2g?sub_confirmation=1 Subscribe to Khan Academy: https://www.youtube.com/subscription_center?add_user=khanacademy
https://wn.com/Acquisitions_With_Shares_|_Stocks_And_Bonds_|_Finance_Capital_Markets_|_Khan_Academy
What Is A Cash Merger?

What Is A Cash Merger?

  • Order:
  • Duration: 0:47
  • Updated: 10 Oct 2017
  • views: 42
videos
Definition of cash merger where an acquiring firm buys the target firm's stock with cash, instead more common practice exchanging it own definition out buying its a happens when company's. The acquirer can pay cash outright for all the equity shares of target company, paying what is an 'all deal'all mergers and acquisitions occur with no exchange stock; parent company purchases a majority common 7 aug 2017 merger mode payment business acquisition in which used to buy stock acquired firm instead striking about 1990s, however, way they're being deal, roles two parties are clear cut, but deals also be funded combination. In the event of a cash only merger transaction, exchange ratio is not excluding any effects, what actual based on stock mergers and acquisitions (m&a) are complex, involving many partiesairways begin discussions. What is cash merger? Definition and meaning businessdictionary. Cash merger meaning in the cambridge english dictionary. Cash received in mergers fairmark exchange ratio definition, formula and explanation. Capital gains tax share reorganisation, takeover or merger gov. Nov 2014 you must pay capital gains tax on any cash get as part of the takeover work out what proportion total shares (of that class) you're 1 2006 is a merger? The case for taxing mergers like stock salesin merger, neither assets nor in lieu fractional merger or spinoff, and reporting your broker reports could trigger warning flags irs can pick up does reverse mean my stocks? In takeovers, acquiring company agrees to certain dollar amount each share. What is a stock for merger and how does this corporate action all cash deal investopedia. Stock or cash? The trade offs for buyers and sellers in mergers the difference between cash & stock what is a forward merger? What cashout Definition of merger calculating gains. Occurs when the targeted firm's stockholders or shareholders do 8 sep 2015 corporations sometimes create merger transactions that exchange both cash and shares of one stock for a currently held tax rules depend on reason you received. What happens when you hold stock in a company that merges into another one? There are different tax corporate finance, tender offer is type of public takeover bid. In a cash merger, the acquirer uses to buy target company. What is cash merger? Definition and meaning businessdictionary what out the difference between & stock mergers budgeting money. First, let's be clear about what we mean by a stock for merger. How to report cash in lieu on schedule d the motley fool. What is a merger? The case for taxing cash law ecommons. What happens to stocks when companies merge? . The tender offer is a public, cash or securities may be offered to the target company's shareholders, although in which offers david offenberg, christo. What is the difference between all different types of stocks & symbols for same company? a merger formal type acquisition that combines two or more business enterprises were independent into single en
https://wn.com/What_Is_A_Cash_Merger
Bill Gross on Market Outlook, Henderson Merger

Bill Gross on Market Outlook, Henderson Merger

  • Order:
  • Duration: 10:12
  • Updated: 07 Jun 2017
  • views: 2884
videos
Jun.07 -- Bill Gross, manager of the $2 billion Janus Henderson Global Unconstrained Bond Fund, talks about his current market view as he expects lower returns and holds a large cash position. He speaks with Bloomberg's Erik Schatzker on "Bloomberg Markets."
https://wn.com/Bill_Gross_On_Market_Outlook,_Henderson_Merger
Merger Model Interview Questions: What to Expect

Merger Model Interview Questions: What to Expect

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  • Duration: 18:39
  • Updated: 11 Oct 2016
  • views: 11994
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You’ll learn about the most common merger model questions in this tutorial, as well as what type of “progression” to expect and the key principles you must understand in order to answer ANY math questions on this topic. Table of Contents: 3:26 Question #1: The Basic Rules 5:23 Question #2: With Real Numbers 8:21 Question #3: Equity Value, Enterprise Value, and Valuation Multiples 12:17 Question #4: Ranges for the Multiples 14:26 Question #5: What if the Buyer is Twice as Big? 16:26 Recap, Summary, and Key Principles Question #1: The Basic Rules "A company with a P / E multiple of 25x acquires another company for a purchase P / E multiple of 15x. Will the deal be accretive or dilutive?" ANSWER: You can’t tell unless it’s a 100% Stock deal. If it is, it will be accretive because the Cost of Acquisition is 1 / 25, or 4%, and the Seller’s Yield is 1 / 15, or 6.7%. Since the Seller’s Yield is higher, it will be accretive. For Cash and Debt deals, or deals with a mix of all three, you’d calculate the Weighted Cost of Acquisition by using Foregone Interest Rate on Cash * (1 – Buyer’s Tax Rate) * % Cash + Interest Rate on Debt * (1 – Buyer’s Tax Rate) * % Debt + 1 / (Buyer’s P / E Multiple) * % Stock and compare that to the Seller’s Yield. Question #2: With Real Numbers “Let’s say it is a 100% Stock deal. The Buyer has 10 shares at a share price of $25.00, and its Net Income is $10. It acquires the Seller for a Purchase Equity Value of $150. The Seller has a Net Income of $10 as well. Assume the same tax rates for both companies. How accretive is this deal?” ANSWER: The buyer’s EPS is $10 / 10 = $1.00. It must issue 6 additional shares to do the deal, so the Combined Share Count is 10 + 6 = 16. Since both companies have the same tax rate and since no Cash or Debt is used, Combined Net Income = $10 + $10 = $20, and Combined EPS = $20 / 16 = $1.25, so the deal is 25% accretive. Question #3: Equity Value, Enterprise Value, and Valuation Multiples “What are the Combined Equity Value and Enterprise Value in this same deal? Assume that Equity Value = Enterprise Value for both the Buyer and Seller.” ANSWER: Combined Equity Value = Buyer’s Equity Value + Value of Stock Issued in the Deal = $250 + $150 = $400. Combined Enterprise Value = Buyer’s Enterprise Value + Purchase Enterprise Value of Seller = $250 + $150 = $400. The Combined EV / EBITDA multiple won’t be affected by the mix of Cash, Stock, and Debt, but the P / E multiple will be. It’s 20x here ($400 / $20), but it will change for non-100%-Stock deals. Question #4: Ranges for the Multiples “Without doing any math, what ranges would you expect for the Combined EV / EBITDA and P / E multiples, and why?” ANSWER: They should be somewhere in between the Buyer’s multiples and the Seller’s purchase multiples. It’s almost never a simple average because of the relative sizes of the Buyer and Seller – and for P / E, the purchase method also plays a role. Question #5: What if the Buyer is Twice as Big? "What happens if the Buyer is twice as big, i.e. it has an Equity Value of $500 and Net Income of $20?" ANSWER: The deal becomes *less* accretive because the company making it accretive, the Seller, now has a lower weighting. The Buyer was previously $250 / $400 of the total, but is now only $500 / $650, which is ~63% vs. ~77%, so we’d expect accretion to fall by 10-15%, which it does. The Combined Multiples will all be closer to the Buyer’s multiples now as well. Recap, Summary, and Key Principles Principle #1: If the Seller’s Yield is above the Weighted Cost of Acquisition, it’s accretive; dilutive if the opposite. Principle #2: Combined Equity Value = Buyer’s Equity Value + Value of Stock Issued in the Deal. Principle #3: Combined Enterprise Value = Buyer’s Enterprise Value + Purchase Enterprise Value of Seller. Principle #4: The Combined P / E Multiple is affected by the Cash / Debt / Stock mix, but the Combined EV / EBITDA Multiple is not. Principle #5: The Combined Multiples will be in between the Buyer’s multiples and the Seller’s purchase multiples – exact numbers depend on sizes of the Buyer and Seller. RESOURCES: https://youtube-breakingintowallstreet-com.s3.amazonaws.com/108-11-Merger-Model-Interview-Questions-Slides.pdf https://youtube-breakingintowallstreet-com.s3.amazonaws.com/108-11-Merger-Model-Interview-Questions.xlsx
https://wn.com/Merger_Model_Interview_Questions_What_To_Expect
IRR vs. Cash on Cash Multiples in Leveraged Buyouts and Investments

IRR vs. Cash on Cash Multiples in Leveraged Buyouts and Investments

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  • Duration: 14:01
  • Updated: 05 Aug 2014
  • views: 23296
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In this IRR vs Cash tutorial, you’ll learn the key distinctions between the internal rate of return (IRR). By http://breakingintowallstreet.com/ "Financial Modeling Training And Career Resources For Aspiring Investment Bankers" You will also learn further distinctions on the cash-on-cash multiple or money-on multiple when evaluating deals and investments – and you’ll understand why venture capital (VC) firms target one set of numbers, whereas private equity (PE) firms target a different set of numbers. http://youtube-breakingintowallstreet-com.s3.amazonaws.com/109-05-IRR-vs-Cash-on-Cash-Multiples.xlsx Table of Contents: 1:35 Why Do IRR and Cash-on-Cash Multiples Both Matter? 3:05 What Do Private Equity vs. Venture Capital vs. Other Firms Care About? 8:30 How to Use These Metrics in Real Life 11:08 Key Takeaways Lesson Outline: 1. Why Does This Matter? Because there are DIFFERENT ways to judge the success of a deal - 2 of the main ones for leveraged buyouts (LBOs), growth equity investments, and venture capital investments are the internal rate of return (IRR) and the cash-on-cash (CoC) or money-on-money (MoM) multiple. Many investment firms will care a lot about one of these, but not the other, and will try to find investments that yield a high IRR or a high multiple… but not both. The Difference: IRR factors in the time value of money - it's the effective, compounded interest rate on an investment. Whereas the multiple is simpler and ignores timing (e.g., $1000 / $100 = 10x multiple). 2. What Do Different Firms Care About? Most venture capital (VC) firms and early-stage investors want to earn a multiple of their money back - they don't care that much about IRR, because they're going to be invested for a VERY LONG time and it's not exactly liquid… and they don't care what the stock market does. VC firms must be able to cover their losses with “the winners”! If they get 2x their capital back in 1 year (100% IRR) and then lose everything on another investment in 5 years’ time (0% IRR), the first result is completely irrelevant because they've only earned back 1x their capital. Perfect Example: Harmonix, maker of Guitar Hero - got VC investment in the mid-1990's, generated $0 in revenue for 5+ years, and then in 2005 released the hit video game Guitar Hero. Sold for $175 million to Viacom in 2006! Massive multiple, but likely a pathetic IRR since it took 10+ years to get there. Later-stage investors and private equity firms care more about IRR because the multiples will never be that high in late-stage deals, and because they are benchmarked against the public markets (e.g., the S&P 500) more. If the firm's IRR can't beat the stock market, why should you invest? Most PE firms target at least a 20-25% IRR depending on the economy, deal environment, valuations, etc… less when things are bad, more in frothy times. This makes it common to do "quick flip" deals where the company is bought and then sold at a MUCH higher multiple right after - simply to get a high IRR. Real-Life Example: Thoma Bravo (mid-market tech PE firm) bought Digital Insight from Intuit for $1.025 billion, and then sold it 4 months later for $1.65 billion to NCR. VERY high IRR - 316%! But only a ~1.6x money multiple, assuming no debt / no debt repayment. http://dealbook.nytimes.com/2013/12/02/sale-to-ncr-is-a-quick-profitable-flip-for-a-private-equity-firm/ 3. How Do You Use These Metrics In Real Life? How to calculate them: see the Atlassian or J.Crew models. IRR is straightforward and uses built-in Excel functions, but for the CoC or MoM multiple, you need to sum up all positive cash flows in the period and divide by the sum of all negative cash flows in that period, and flip the sign. In the case of Atlassian, the deal is great for Accel because they earn a 15x multiple, even though the IRR is "only" 35%... they do not care AT ALL because they are targeting the multiple, not the IRR. For T. Rowe Price, the multiple of 1.9x isn't great, but they do at least get a 14% IRR which is probably what they care about more since they are late-stage investors. For the J. Crew deal, both the IRR and the multiple are very low and below what PE firms typically target, so this deal would be problematic to pursue, at least with these assumptions. 4. Key Takeaways IRR and Cash-on-Cash or Money-on-Money multiples are related, but often move in opposite directions when the time period changes. Different firms target different rates and metrics (VC/early stage - multiples, ideally over 10x or 3-5x later on; PE/late stage - IRR, ideally 20%+). Calculation: IRR is simple, use the built-in IRR or XIRR in Excel; for the multiple, sum the positive returns/cash flows, divide by the negative returns/cash flows and flip the sign. Judging deals: Focus on multiples for earlier stage deals (and if you're pitching VCs to fund your company), and focus on IRR for later stage / growth equity / PE deals.
https://wn.com/Irr_Vs._Cash_On_Cash_Multiples_In_Leveraged_Buyouts_And_Investments
Accretion Dilution - Rules of Thumb for Merger Models

Accretion Dilution - Rules of Thumb for Merger Models

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  • Duration: 13:25
  • Updated: 17 Nov 2013
  • views: 45610
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Learn about rules of thumb you can use to determine whether an acquisition will be accretive or dilutive in advance, based on the P/E multiples of the buyer and seller, the % cash, stock, and debt used, and the prevailing interest rates on cash and debt. By http://breakingintowallstreet.com/ "Financial Modeling Training And Career Resources For Aspiring Investment Bankers" Here's an outline of what we cover in the lesson, and the step-by-step process you can follow to figure this out for yourself: Why Do We Care About Rules of Thumb for M&A Deals / Merger Models? It's a VERY common interview question - "How can you tell whether an M&A deal is accretive or dilutive?" People often believe, incorrectly, that there's no way to tell without building the entire model. But shortcuts always exist! Plus, this shortcut is very useful in real life. You can use it to "sanity check" your model, approximate the impact of a deal in advance, and so on. So it's a time-saver *and* a good way to check your work. Rules of Thumb for Merger Models AKA Accretion / Dilution Models: CONCEPT: An M&A deal is accretive if the combined company's EPS (Earnings Per Share) is higher than the buyer's standalone EPS prior to the transaction. It's dilutive if the combined EPS is lower, and it's neutral if the EPS is the same afterward. The outcome depends on price paid for the seller, the method of payment (cash, stock, or debt), the interest rate on debt and cash, and the buyer's P/E multiple, among other factors. In real life, it's very difficult to tell with high precision whether the deal will be accretive or dilutive without running the whole model - due to added costs, synergies, write-ups, timing differences, the cumulative impact of additional interest on debt and foregone interest on cash, etc... BUT you can approximate the impact with a simple rule of thumb: 1. Calculate the Weighted "Cost" of Acquisition for the Buyer... 2. And compare it to the Seller's "Yield" AT its purchase price. (i.e. Seller's Net Income / Equity Purchase Price) This step is essential - if the seller is currently valued at $900 million and the buyer pays $1 billion for the seller, you NEED to use the $1 billion actually paid for the seller or these yields won't be correct. 3. If the Seller's "Yield" is higher, it's accretive - otherwise, if it's lower, it's dilutive... Think of it as the buyer getting MORE *from* the seller than what it's paying for the seller, vs. getting LESS than what it's paying. 4. How do you calculate the Weighted "Cost" of Acquisition? You need to calculate the after-tax "cost" of each component, since Net Income is also after-tax. After-Tax Cost of Cash = Foregone Cash Interest Rate * (1 - Buyer's Tax Rate) After-Tax Cost of Debt = Interest Rate on Debt * (1 - Buyer's Tax Rate) After-Tax Cost of Issuing Stock = 1 / Buyer's P/E Multiple (i.e. take the reciprocal of the buyer's P/E multiple) That last one is effectively the buyer's "after-tax yield"... For example, if you buy 1 share of the buyer's stock, it's the Net Income you'd be entitled to with that 1 share... So in this example, 1 / Buyer's P/E Multiple = 1 / 11.3 x = 8.9%. That means that for each $1.00 of United stock you buy, you get $0.089 in Net Income. Finally, you calculate the Weighted Average Itself with this formula: Weighted Average Cost of Acquisition = Cost of Cash * % Cash Used + Cost of Stock * % Stock Used + Cost of Debt * % Debt Used And if this weighted average cost of acquisition is greater than the seller's yield, it's dilutive - otherwise, if the weighted average cost of acquisition is lower than the seller's yield, it's accretive. LIMITATIONS: This trick doesn't hold up if the tax rates for the buyer and seller are different, especially if they're VERY different. This also doesn't work if you also factor in write-ups / write-downs, synergies, the cumulative impact of interest paid on debt and foregone interest on cash, merger closing costs, integration costs, etc... And it also doesn't work if the acquisition closes mid-year or in between fiscal years - you need to adjust for that with stub periods and the calendarization of financials... But this is a common interview question, so who cares! It's still very useful to know, and will save you a lot of time in interviews and on the job.
https://wn.com/Accretion_Dilution_Rules_Of_Thumb_For_Merger_Models
Purchase Price in M&A Deals: Equity Value or Enterprise Value?

Purchase Price in M&A Deals: Equity Value or Enterprise Value?

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  • Duration: 15:29
  • Updated: 10 Mar 2016
  • views: 24679
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In this tutorial, you’ll learn why the real price paid by a buyer to acquire a seller in an M&A deal is neither the Purchase Equity Value nor the Purchase Enterprise Value… exactly. http://breakingintowallstreet.com/ "Financial Modeling Training And Career Resources For Aspiring Investment Bankers" Table of Contents: 4:29: Problem #1: The Treatment of Debt 8:03: Problem #2: The Treatment of Cash 11:45: Recap and Summary Common questions: “In an M&A deal, does the buyer pay the Equity Value or the Enterprise Value to acquire the seller?” “What does it mean in press releases when they say the purchase consideration ‘includes the assumption of debt’? Does that mean the price is the Enterprise Value?” The Basic Definitions Equity Value: Value of ALL the company’s assets, but only to common equity investors (shareholders). Enterprise Value: Value of ONLY the core business operations, but to ALL investors (equity, debt, etc.). So when you calculate Enterprise Value, starting with Equity Value… Add Items When: They represent other investors (Debt investors, Preferred Stock investors, etc.) or long-term funding sources (Capital Leases, Unfunded Pensions) Subtract Items When: They are not related to the company’s core business operations (side activities, cash or excess cash, investments, real estate, etc.) The Confusion The problem is that many sources say Enterprise Value is what it “really costs to acquire a company.” But that’s not exactly true – yes, sometimes Enterprise Value is closer, but it depends on the deal terms and the items in Enterprise Value. We know, WITH CERTAINTY, that if you acquire 100% of a company, you must pay for 100% of its common shares. So the Purchase Equity Value is sort of a “floor” for the purchase price in an M&A deal. But should you really add the seller’s Debt, Preferred Stock, and other funding sources, and subtract 100% of the seller’s cash balance to determine the “real price”? There are many problems with that approach, but we’ll look at two of them here: PROBLEM #1: Does Debt really increase the purchase price? It depends, because debt can be either “assumed” (kept) or “refinanced” (replaced with new debt or paid off). Debt is Assumed: Does not increase the amount the buyer “really pays” for the seller. Debt is Repaid with the Buyer’s Cash: Does increase the amount the buyer “really pays”. Existing Debt is Replaced with New Debt: Increases the amount the buyer “really pays,” but the buyer still isn’t paying more cash. PROBLEM #2: Does Cash really reduce the purchase price? A buyer can’t just “take” a seller’s entire cash balance following a deal – all companies need a certain “minimum cash balance” to keep operating, paying the bills, etc. That portion of cash is actually a core business operating asset. Enterprise Value: As a simplification, we ignore the minimum cash and subtract all cash instead. So if a company operating by itself always needs some minimum amount of cash, it certainly still needs a minimum amount of cash in an M&A deal. Other Complications Transaction Fees: These always exist, and will always increase the price the buyer pays (lawyers, accountants, bankers, etc.). Unfunded Pensions, Capital Leases, etc.: These don’t necessarily have to be “paid” or “repaid” upon change of control… so they may not even affect the price, even though they factor into Enterprise Value. Extra Cash: What if the buyer’s cash + seller’s cash are used to fund the deal? Then the real price paid may not even be comparable to the seller’s Equity Value or Enterprise Value. The Bottom Line You have to distinguish between the *valuation* of a company or deal and the *actual price paid*. Equity Value and Enterprise Value are useful for valuation, but less useful for determining the real price paid. The real price paid may be between Equity Value and Enterprise Value, above them, or even below them, depending on the terms of the deal – due to the treatment of debt and cash, fees, and liabilities that don’t affect the cash cost of doing the deal. When you see language like “Including assumption of net debt,” that means the approximate Purchase Enterprise Value for the deal, because they are calculating it as Purchase Equity Value + Debt – Cash. But it’s still not what the buyer actually pays – it’s just a way to value the deal and get multiples like EV / EBITDA. RESOURCES: https://youtube-breakingintowallstreet-com.s3.amazonaws.com/108-10-Purchase-Price-MA-Deals.pdf
https://wn.com/Purchase_Price_In_M_A_Deals_Equity_Value_Or_Enterprise_Value
WACC, Cost of Equity, and Cost of Debt in a DCF

WACC, Cost of Equity, and Cost of Debt in a DCF

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  • Duration: 17:56
  • Updated: 23 Sep 2014
  • views: 81138
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In this WACC and Cost of Equity tutorial, you'll learn how changes to assumptions in a DCF impact variables like the Cost of Equity, Cost of Debt. By http://breakingintowallstreet.com/ "Financial Modeling Training And Career Resources For Aspiring Investment Bankers" You'll also learn about WACC (Weighted Average Cost of Capital) - and why it is not always so straightforward to answer these questions in interviews. Table of Contents: 2:22 Why Everything is Interrelated 4:22 Summary of Factors That Impact a DCF 6:37 Changes to Debt Percentages in the Capital Structure 11:38 The Risk-Free Rate, Equity Risk Premium, and Beta 12:49 The Tax Rate 14:55 Recap and Summary Why Do WACC, the Cost of Equity, and the Cost of Debt Matter? This is a VERY common interview question: "If a company goes from 10% debt to 30% debt, does its WACC increase or decrease?" "What if the Risk-Free Rate changes? How is everything else impacted?" "What if the company is bigger / smaller?" Plus, you need to use these concepts on the job all the time when valuing companies… these "costs" represent your opportunity cost from investing in a specific company, and you use them to evaluate that company's cash flows and determine how much the company is worth to you. EX: If you can get a 10% yield by investing in other, similar companies in this market, you'd evaluate this company's cash flows against that 10% "discount rate"… …and if this company's debt, tax rate, or overall size changes, you better know how the discount rate also changes! It could easily change the company's value to you, the investor. The Most Important Concept… Everything is interrelated - in other words, more debt will impact BOTH the equity AND the debt investors! Why? Because additional leverage makes the company riskier for everyone involved. The chance of bankruptcy is higher, so the "cost" even to the equity investors increases. AND: Other variables like the Risk-Free Rate will end up impacting everything, including Cost of Equity and Cost of Debt, because both of them are tied to overall interest rates on "safe" government bonds. Tricky: Some changes only make an impact when a company actually has debt (changes to the tax rate), and you can't always predict how the value derived from a DCF will change in response to this. Changes to the DCF Analysis and the Impact on Cost of Equity, Cost of Debt, WACC, and Implied Value: Smaller Company: Cost of Debt, Equity, and WACC are all higher. Bigger Company: Cost of Debt, Equity, and WACC are all lower. * Assuming the same capital structure percentages - if the capital structure is NOT the same, this could go either way. Emerging Market: Cost of Debt, Equity, and WACC are all higher. No Debt to Some Debt: Cost of Equity and Cost of Debt are higher. WACC is lower at first, but eventually higher. Some Debt to No Debt: Cost of Equity and Cost of Debt are lower. It's impossible to say how WACC changes because it depends on where you are in the "U-shaped curve" - if you're above the debt % that minimizes WACC, WACC will decrease. Otherwise, if you're at that minimum or below it, WACC will increase. Higher Risk-Free Rate: Cost of Equity, Debt, and WACC are all higher; they're all lower with a lower Risk-Free Rate. Higher Equity Risk Premium and Higher Beta: Cost of Equity is higher, and so is WACC; Cost of Debt doesn't change in a predictable way in response to these. When these are lower, Cost of Equity and WACC are both lower. Higher Tax Rate: Cost of Equity, Debt, and WACC are all lower; they're higher when the tax rate is lower. ** Assumes the company has debt - if it does not, taxes don't make an impact because there is no tax benefit to interest paid on debt.
https://wn.com/Wacc,_Cost_Of_Equity,_And_Cost_Of_Debt_In_A_Dcf
Price behavior after announced acquisition | Finance & Capital Markets | Khan Academy

Price behavior after announced acquisition | Finance & Capital Markets | Khan Academy

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  • Duration: 4:04
  • Updated: 12 May 2011
  • views: 48569
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Stock Price Behavior After Announced Acquisition with Shares. Created by Sal Khan. Watch the next lesson: https://www.khanacademy.org/economics-finance-domain/core-finance/stock-and-bonds/mergers-acquisitions/v/simple-merger-arb-with-share-acquisition?utm_source=YT&utm_medium=Desc&utm_campaign=financeandcapitalmarkets Missed the previous lesson? Watch here: https://www.khanacademy.org/economics-finance-domain/core-finance/stock-and-bonds/mergers-acquisitions/v/acquisitions-with-shares?utm_source=YT&utm_medium=Desc&utm_campaign=financeandcapitalmarkets Finance and capital markets on Khan Academy: Companies often buy or merge with other companies using shares (which is sometimes less intuitive than when they use cash). This tutorial walks through the mechanics of how this happens and details what is likely to happen in the public markets because of the transaction (including opportunities for arbitrage). About Khan Academy: Khan Academy offers practice exercises, instructional videos, and a personalized learning dashboard that empower learners to study at their own pace in and outside of the classroom. We tackle math, science, computer programming, history, art history, economics, and more. Our math missions guide learners from kindergarten to calculus using state-of-the-art, adaptive technology that identifies strengths and learning gaps. We've also partnered with institutions like NASA, The Museum of Modern Art, The California Academy of Sciences, and MIT to offer specialized content. For free. For everyone. Forever. #YouCanLearnAnything Subscribe to Khan Academy’s Finance and Capital Markets channel: https://www.youtube.com/channel/UCQ1Rt02HirUvBK2D2-ZO_2g?sub_confirmation=1 Subscribe to Khan Academy: https://www.youtube.com/subscription_center?add_user=khanacademy
https://wn.com/Price_Behavior_After_Announced_Acquisition_|_Finance_Capital_Markets_|_Khan_Academy
Equity Value vs. Enterprise Value and Valuation Multiples

Equity Value vs. Enterprise Value and Valuation Multiples

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  • Duration: 10:25
  • Updated: 13 Oct 2013
  • views: 43249
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Learn how Equity Value and Enterprise Value change when a company issues debt, pays off debt, issues equity, and repurchases shares. By http://breakingintowallstreet.com/ "Financial Modeling Training And Career Resources For Aspiring Investment Bankers" The key point is that regardless of how a company is financed, its Enterprise Value - and Enterprise Value-based multiples - do NOT change. Equity Value, however, may change depending on its share count and any shares it issues or repurchases. So even when a company changes its debt or equity or cash levels, valuation multiples such as EV / EBITDA and EV / Revenue will not change immediately afterward... whereas a multiple such as P / E (Price Per Share / Earnings Per Share, or Equity Value / Net Income) will change if new equity has been issued. It's just like when you buy a house - house is worth $500K regardless of whether you pay with 100% cash or 50% cash and 50% debt, or anything else in between... but depending on how much cash and debt you use, your own EQUITY IN THAT HOUSE will be different. The $500K total value of the house is like the Enterprise Value for a company. And if you contribute $250K of your own cash and take on a $250K mortgage, the $250K you chip in is your "Equity Value" and the $250K mortgage is the "Debt." Over time, your own "Equity Value" in that house will increase and your own "Debt" will decrease as you repay the mortgage, but the $500K total value for the house stays the same as long as the house's intrinsic value remains the same. This example uses Coca-Cola's filings and financial statements - you can find them and try this yourself right here: http://www.coca-colacompany.com/investors/annual-other-reports http://www.coca-colacompany.com/investors/investors-info-quarterly-filings (NOTE: The numbers, of course, will be different if you look at this video at a later date, but the concept remains the same and has always been the same ever since Equity Value and Enterprise Value were invented.) MENTIONED RESOURCES http://youtube-breakingintowallstreet-com.s3.amazonaws.com/KO-Equity-Value-Enterprise-Value.xlsx
https://wn.com/Equity_Value_Vs._Enterprise_Value_And_Valuation_Multiples
Free Cash Flow: How to Interpret It and Use It In a Valuation

Free Cash Flow: How to Interpret It and Use It In a Valuation

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  • Duration: 21:50
  • Updated: 20 May 2014
  • views: 98391
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You'll learn what "Free Cash Flow" (FCF) means, why it's such an important metric when analyzing and valuing companies. By http://breakingintowallstreet.com/ "Financial Modeling Training And Career Resources For Aspiring Investment Bankers" You'll also learn how to interpret positive vs. negative FCF, and what different numbers over time mean -- using a comparison between Wal-Mart, Amazon, and Salesforce as our example. Table of Contents: 0:54 What Free Cash Flow (FCF) is and Why It's Important 2:26 What Positive FCF Tells You, and What to Do With It 3:56 What Negative FCF Tells You, and What to Do With It 4:38 Why You Exclude Most Investing and Financing Activities in the FCF Calculation 7:55 How to Use and Interpret FCF When Analyzing Companies 11:58 Wal-Mart vs. Amazon vs. Salesforce: Free Cash Flow Across Sectors 19:33 Recap and Summary What is Free Cash Flow? Normally it's defined as Cash Flow from Operations minus Capital Expenditures. Tells you the company's DISCRETIONARY cash flow - after paying for expenses and working capital requirements like inventory and capital expenditures, how much cash flow can it put to use for other purposes? If the company generates a lot of Free Cash Flow, it has many options: hire more employees, spend more on working capital, invest in CapEx, invest in other securities, repay debt, issue dividends or repurchase shares, or even acquire other companies. If FCF is negative, you need to dig in and see if it's a one-time issue or recurring problem, and then figure out why: Are sales declining? Are expenses too high? Is the company spending too much on CapEx? If FCF is consistently negative, the company might have to raise debt or equity eventually, or it might have to restructure itself or cut costs in some other way. Why Do You Exclude Most Investing and Financing Activities Other Than CapEx? Because all other activities are, for the most part, "optional" and non-recurring. A normal company does not NEED to buy stocks or issue dividends or repurchase shares... those are all optional uses of cash. All it NEEDS to do to keep its business running is sell products to customers, pay for expenses, and keep investing in longer-term assets such as buildings and equipment (PP&E). Debt repayment and interest expense are "borderline" because some variations of Free Cash Flow will include them, others will exclude them, and some will include interest expense but not debt principal repayment. How Do You Use Free Cash Flow? It's used in a DCF (or at least, a variation of it) to value a company; it's also used in a leveraged buyout (LBO) model to determine how much debt a company can repay. And you can calculate it on a standalone basis for use when comparing different companies. The key is to DIG IN and see why Free Cash Flow is changing the way it is - Organic sales growth? Artificial cost-cutting? Accounting gimmicks? Different working capital policies? IDEALLY, FCF will be increasing because of higher units sales and/or higher market share, and/or higher margins due to economies of scale. Less Good: FCF is growing due to cost-cutting, CapEx slashing, or FCF is growing in spite of falling sales and profits... because of a company playing games with Working Capital, non-core activities, or CapEx spending. Wal-Mart vs. Amazon vs. Salesforce Comparison Main takeaway here is that Wal-Mart's FCF is all over the place, but Cash Flow from Operations is MOSTLY growing, so that appears to be driven by the also growing organic sales. The company is doing some odd things with CapEx and Working Capital, which led to fluctuations in FCF - not exactly "bad" or "good," just neutral and requires more research. With Amazon, they've increased CapEx spending massively in the past 2 years so that has pushed down CapEx. CFO is growing, driven by organic revenue growth (no "games" with Working Capital), but it's very difficult to assess whether all that CapEx spending will pay off in the long-term. With Salesforce, FCF is definitely growing organically (Revenue growth leads directly to CFO growth, and CapEx varies a bit but not as much as with Amazon), but the company is also spending a ton on acquisitions... will it continue? If CapEx as a % of revenue stays low, it will most likely continue to spend on acquisitions - unlikely to issue dividends, repurchase shares, etc. since it's a growth company. Further Resources http://youtube-breakingintowallstreet-com.s3.amazonaws.com/105-10-Free-Cash-Flow.xlsx http://youtube-breakingintowallstreet-com.s3.amazonaws.com/105-10-Walmart-Financial-Statements.pdf http://youtube-breakingintowallstreet-com.s3.amazonaws.com/105-10-Amazon-Financial-Statements.pdf http://youtube-breakingintowallstreet-com.s3.amazonaws.com/105-10-Salesforce-Financial-Statements.pdf
https://wn.com/Free_Cash_Flow_How_To_Interpret_It_And_Use_It_In_A_Valuation
Cost of merger

Cost of merger

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  • Duration: 9:06
  • Updated: 14 Nov 2015
  • views: 920
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Did you liked this video lecture? Then please check out the complete course related to this lecture, Advanced Financial Management - Mergers and Acquisitions with 20+ Lectures, 2+ hours content available at discounted price(only Rs.640) with life time validity and certificate of completion. https://www.udemy.com/draft/373106/?couponCode=YTB10A This course is about Advanced Financial Management - Mergers and Acquisitions. Often we come across, many big companies announcing Mergers and Acquisitions. We also see many times two or more companies in same line of activity getting merged, as well as companies in different line of activities. But why do they Merge? What is the benefit of merging the entities? How the companies are valued for the purpose of merger? How the purchase value is determined? You will have answers to all these questions in this course. Merger & Acquisitions are basically Investment decisions but made under uncertainty. Mergers are resorted to enhance the wealth for the owners / share holders. When two entities gets merged / acquired, wealth for the merged entity is expected to be higher than the wealth when they are individual entities. But, arriving at the value of the business to be merged is not an easy task because it would involve many complications like Legal issues, Tax Complications, Accounting effects on Financial Reports, etc. Hence, Mergers & Acquisitions are strategic decisions focusing on maximization of growth and value of the firm. In this course you will learn how to value the business as well as the strategic benefits to look for while considering merger. You will understand the two forms or structures in Merger and the valuation models covering 1. Asset Based Valuation. 2. Earnings or Dividend based Valuation. 3. Capital Asset Pricing Model based valuation. 4. Free cash flow model. The real benefit of merger can be measured only on the basis of price paid for the merger. Hence, valuation of business is the core element in the Merger. This course is presented in simple lecture style, to the point, focussing straight on the subject matter. This course has video lectures (black board writing model) explaning the concepts of Merger, Acquisitions, Synergy, Valuation Models, etc. This course is structured in self paced learning style. Take this course to understand the nuances in Valuation aspects of Merger and Acquisitions. • Category: Business What's in the Course? 1. Over 23 lectures and 3.5 hours of content! 2. Understand Why Business Entities opt for Merger 3. Understand different structures of Merger 4. Understand Strategic benefits of Merger 5. Understand Valuation Models related with Merger Course Requirements: 1. This is a basic level course. Students can take fresh approach to this course. 2. No prior knowledge in Financial Management is required. Who Should Attend? 1. Any one who is interested in Knowing about Valuation Aspects of Merger Deals 2. CA / CMA / CS / CPA / CFA / CIMA Students 3. Entrepreneurs 4. Finance Mangers
https://wn.com/Cost_Of_Merger
Why Deferred Tax Liabilities Get Created in an M&A Deal

Why Deferred Tax Liabilities Get Created in an M&A Deal

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  • Duration: 13:24
  • Updated: 18 Mar 2014
  • views: 14757
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Why Do Deferred Tax Liabilities Matter? They're part of any M&A deal. By http://breakingintowallstreet.com/biws/ You'll find you always see them in the purchase price allocation schedule, and they impact the combined company's taxes after the deal takes place. You see them all the time, especially for highly acquisitive companies like Oracle. They reflect the fact that there are TIMING differences between when a company records taxes on its publicly filed Income Statement and when it actually pays those taxes. Specifically, when a buyer writes up the seller's PP&E or Other Intangible Assets in a deal, the buyer depreciates or amortizes them over time... but only on the BOOK version of its statements! It can't do that on the TAX version of its statements it files when paying taxes to the government, which means that the actual amount of cash taxes it pays will be different from what's on its Income Statement. Here's the Easiest Way to Think About DTLs: Instead of thinking about the company's historical situation or its taxable income, think about its FUTURE TAXES. If future cash taxes exceed future book taxes, a DTL will be created. We need to pay ADDITIONAL taxes for items that are not truly tax-deductible. If future cash taxes are less than future book taxes, a DTA will be created. We will pay LESS in taxes than the company's book Income Statement implies. As the book and cash tax payments equalize over time, the DTL or DTA goes away. Two Most Common Questions on DTLs: "Wait a minute - why does a DTL get created immediately? Isn't it caused by the book and cash taxes being different many times historically?" Nope, not necessarily - that CAN be a cause, but DTLs/DTAs can also be created by events that change the company's FUTURE tax situation. So you need to think about how taxes will change in the future, not how they've changed in the past, to determine this. "Wait a minute, the taxable income for book purposes is LOWER than it is for tax purposes - doesn't that create a Deferred Tax ASSET (DTA) instead?" Nope. The relevant question is not how the taxable income differs, but how the FUTURE TAXES will differ. If the company will pay more in cash taxes than book taxes in the FUTURE, as a result of these write-ups, or any other changes, then a DTL gets created.
https://wn.com/Why_Deferred_Tax_Liabilities_Get_Created_In_An_M_A_Deal
TATA-Bharti Airtel Merger is Now Going to be a Reality | CNBC TV18

TATA-Bharti Airtel Merger is Now Going to be a Reality | CNBC TV18

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  • Duration: 33:46
  • Updated: 12 Oct 2017
  • views: 2949
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TTSL, TTML To merget their consumer mobile businesses with Bharti Airtel Merger on a Debt-free cash-free basis TATA CMB-AIRTEL CNBC-TV18 is India's No.1 Business medium and the undisputed leader in business news. The channel's benchmark coverage extends from corporate news, financial markets coverage, expert perspective on investing and management to industry verticals and beyond. CNBC-TV18 has been constantly innovating with new genres of programming that helps make business more relevant to different constituencies across India. India's most able business audience consumes CNBC-TV18 for their information & investing needs. This audience is highly diversified at one level comprising of key groups such as business leaders, professionals, retail investors, brokers and traders, intermediaries, self-employed professionals, High Net Worth individuals, students and even homemakers but shares a distinct commonality in terms of their spirit of enterprise. Subscribe to our Channel: https://www.youtube.com/user/CNBCTV18 Like us on Facebook: https://www.facebook.com/cnbctv18india/ Follow us on Twitter: https://twitter.com/CNBCTV18News Website: http://www.moneycontrol.com/cnbctv18/
https://wn.com/Tata_Bharti_Airtel_Merger_Is_Now_Going_To_Be_A_Reality_|_Cnbc_Tv18
Cash v. Equity - Common Issues in M&A Transactions

Cash v. Equity - Common Issues in M&A Transactions

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  • Duration: 2:09
  • Updated: 29 Jun 2015
  • views: 527
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M&A Deal Tips #3: In an M&A transaction, typically the seller desires cash over equity. But factors exist, such as an undervalued market value, whereas a seller will accept equity for the company when they believe the value of the company will increase in the future. Often times acquisitions where equity is involved, usually end up as a hybrid deal — equity and cash. Explained by M&A attorney Shannon Zollo (http://www.mbbp.com/attorneys/zollo_shannon.html) For more resources on M&A transactions, please see: Mergers & Acquisitions Practice http://mbbp.com/practices/mergers-acquisitions See also: Top Ten Issues in M&A Transactions http://mbbp.com/news/issues-in-ma-transactions
https://wn.com/Cash_V._Equity_Common_Issues_In_M_A_Transactions
What is a Reverse Merger?

What is a Reverse Merger?

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  • Duration: 5:12
  • Updated: 22 Jan 2015
  • views: 3897
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What is a reverse merger? What is the process? A reverse merger is the most common alternative to an initial public offering (IPO) or direct public offering (DPO) for a company seeking to go public. A “reverse merger” allows a privately held company to go public by acquiring a controlling interest in, and merging with, a public operating or public shell company. The SEC defines a “shell company” as a publically traded company with (1) no or nominal operations and (2) either no or nominal assets or assets consisting solely of any amount of cash and cash equivalents. In a reverse merger process, the private operating company shareholders exchange their shares of the private company for either new or existing shares of the public company so that at the end of the transaction, the shareholders of the private operating company own a majority of the public company and the private operating company has become a wholly owned subsidiary of the public company. The pre-closing controlling shareholder of the public company either returns their shares to the company for cancellation or transfers them to individuals or entities associated with the private operating business. The public company assumes the operations of the private operating company. At the closing, the private operating company has gone public by acquiring a controlling interest in a public company and having the public company assume operations of the operating entity. A reverse merger is often structured as a reverse triangular merger. In that case, the public shell forms a new subsidiary which new subsidiary merges with the private operating business. At the closing the private company, shareholders exchange their ownership for shares in the public company and the private operating business becomes a wholly owned subsidiary of the public company. The primary benefit of the reverse triangular merger is the ease of shareholder consent. That is because the sole shareholder of the acquisition subsidiary is the public company; the directors of the public company can approve the transaction on behalf of the acquiring subsidiary, avoiding the necessity of meeting the proxy requirements of the Securities Exchange Act of 1934. The SEC requires that a public company file Form 10 type information on the private entity within four days of completing the reverse merger transaction (a super 8-K). Upon completion of the reverse merger transaction and filing of the Form 10 information, the once private company is now public. Form 10 information refers to the type of information contained in a Form 10 Registration Statement. Accordingly, a Super 8-K is an 8-K with a Form 10 included therein.
https://wn.com/What_Is_A_Reverse_Merger
APG Cash Drawer and Cash Bases' customers profit from merger

APG Cash Drawer and Cash Bases' customers profit from merger

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  • Duration: 3:34
  • Updated: 24 Feb 2016
  • views: 48
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Two companies are now one: The integration of APG Cash Drawer and Cash Bases has been taking place over the last six months. Stephen Bergeron, VP Global Marketing at APG/Cash Bases explains how both companies and their consumers profit from the merger.
https://wn.com/Apg_Cash_Drawer_And_Cash_Bases'_Customers_Profit_From_Merger
Episode 119: Introduction to Mergers and Acquisitions

Episode 119: Introduction to Mergers and Acquisitions

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  • Duration: 4:31
  • Updated: 18 Jul 2013
  • views: 29853
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Go Premium for only $9.99 a year and access exclusive ad-free videos from Alanis Business Academy. Click here for a 14 day free trial: http://bit.ly/1Iervwb View additional videos from Alanis Business Academy and interact with us on our social media pages: YouTube Channel: http://bit.ly/1kkvZoO Website: http://bit.ly/1ccT2QA Facebook: http://on.fb.me/1cpuBhW Twitter: http://bit.ly/1bY2WFA Google+: http://bit.ly/1kX7s6P Companies have a few options for achieving growth. The first is by growing organically through the development of new products and production capacity over time. The other option, is through what are known as mergers and acquisitions. A merger occurs when two companies agree to combine to form an entirely new company. The two companies will agree on a post-merger name, like Exxon and Mobil combining to form ExxonMobil, and determine how to structure the new organization as well as staff operations. An acquisition occurs when one company purchases another company. The company that is purchased is then absorbed by the purchasing company and ceases to exist on its own. In some situations a company will purchase another, but allow it to operate independently and even keep its original name, such as when Disney purchased Pixar in 2006. This can be to ease the uncertainty associated with an acquisition as well as ensure the acquired company continues operations smoothly. In the case of Disney and Pixar, Pixar had proven to be successful prior to the acquisition and both companies wanted that success to continue unhindered by a new culture and even new staff. When classifying mergers and acquisitions we can label them as either horizontal or vertical. A horizontal merger or acquisition occurs when the two companies generally produce the same products and serve similar customers. The rationale behind such a merger is the newly merged company will be able to better compete in their respective industry by taking advantage of economies of scale and even technological innovation. It's also worth noting that horizontal acquisitions and mergers can allow companies to expand their product mix and potentially increase revenues by appealing to a wider customer base. Office Depot and Office Max, two retailers who sell similar products and serve similar customers, are currently in the process of completing a merger. This merger is meant to allow these companies the opportunity to compete more effectively against Internet retail giant Amazon. The joining of Office Depot and Office Max is an example of a horizontal merger. In 2012, Facebook acquired popular photo-sharing application Instagram for $1 billion in cash and stock. In addition to giving Facebook access to Instagram's successful mobile platform, it also eliminated a potential competitor while giving Facebook access to an additional group of customers. Facebook's acquisition of Instagram is an example of a horizontal acquisition since they both operate in a similar industry, providing a similar product to similar customers. Now a vertical merger or acquisition occurs when the two companies operate at different stages of the production cycle. Because these companies operate at different stages of the production cycle, the merger or acquisition can create increased operating efficiencies and reduce costs. For example, Google purchased Motorola Mobility in 2012 for $12.5 billion. Motorola Mobility is of course the manufacturer of handset devices while Google was beginning to producing and licensing its Android Operating System. In an effort to control both the hardware and software side of selling smartphones, Google acquired Motorola Mobility. This vertical acquisition allowed Google the opportunity to leverage Motorola Mobility's knowledge of the handset market as well as its staff and operations as opposed to starting from scratch or continuing to rely entirely on other companies for handsets. Coffee giant Starbucks also used a vertical acquisition to expand its offering of pastries and breads by purchasing San Francisco-based Bay Bread LLC, and its La Boulange bakery brand for $100 million in cash in April of this year. Although Starbucks had already sold pastries, this acquisition gave Starbucks control over a key player in the production cycle: the producer. Instead of purchasing pastries and other baked products from another business in the supply chain, Starbucks is now able to produce them in-house reducing its costs in the process. To subscribe to Alanis Business Academy for access to additional business content select the following link: http://www.youtube.com/subscription_center?add_user=mattalanis To access the Alanis Business Academy Youtube channel select the following link: http://www.youtube.com/user/mattalanis
https://wn.com/Episode_119_Introduction_To_Mergers_And_Acquisitions
Expense Synergies in Merger Models

Expense Synergies in Merger Models

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  • Duration: 20:32
  • Updated: 07 Oct 2014
  • views: 8880
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In this expense synergies lesson, you'll learn why expense synergies matter, what they consist of, how they impact M&A deals. By http://breakingintowallstreet.com/ "Financial Modeling Training And Career Resources For Aspiring Investment Bankers" You'll also learn and accretion / dilution, and 3 common mistakes that people make when incorporating synergies into models. Table of Contents: 3:45 Example of Expense Synergies (Office Consolidation) 7:57 Oversight #1: More Granular Estimates / Checks 11:37 Oversight #2: It Takes Time to Realize Synergies 14:39 Oversight #3: It Takes Money to Realize Synergies 17:39 How Does All of This Impact the Deal, Accretion / (Dilution), and So On? 18:34 Recap and Summary Why do Synergies matter? And what are they exactly? Put simply, they're cases where 1 + 1 = 3 in mergers and acquisitions. You combine 2 companies, and get MORE revenue than just the Buyer's revenue plus the Seller's revenue…or you get LESS in expenses than just the Buyer's expenses plus the Seller's expenses. Revenue Synergies are tough to estimate and are very error-prone… but sometimes they matter and can be calculated more precisely. Expense Synergies are more grounded in reality, because you look at what both companies are spending and decide what can be cut - at the very least, it's based on actual expenses incurred by both companies. Synergies matter because some deals require synergies to look good on paper (i.e., be accretive). And some deals are motivated primarily by synergies, such as this one with 2 very similar men's retailers merging. BUT… a lot of people get it wrong in 3 main areas when it comes to expense synergies in merger models: Oversight #1: More Granular Estimates / Checks Lots of models - even very complex ones - will just say something like, "$100 million in synergies per year!" This is NOT ideal. It's better to break out the synergies by specific functional areas, if not by specific employee counts, building rents, anticipated discounts on inventory purchases, and so on. In real life, as a banker, you don't really know enough to do this - need the input of both companies' CFOs and finance departments to make estimates. Oversight #2: It Takes Time to Realize Synergies No matter how evil the combined company is, it can't just take the "Death Star" approach and blow up entire divisions / buildings all at once… it takes time to realize synergies, even if you're simply laying off employees. And something like consolidating buildings or inventory purchases / processes takes even more time. Here: The company makes it easy in their investor presentation, since they give us the expected amounts that will be realized each year. Oversight #3: It Takes Money to Realize Synergies It's not just "free" to consolidate buildings or factories or shuffle people around… there are costs associated with all of that. Often labeled "Restructuring Costs" or "Integration Costs" or similar names. Could show up on the Income Statement or on the Cash Flow Statement or both… depends on the deal and the type of expenses. Here: The company makes it easy for us with its estimate of $100 million in Integration Costs "over the next 18 months" - so we allocate that over the first 2 years of the model. How Does All of This Impact the Deal, Accretion / (Dilution), and So On? If you factor in the time and money required, it always makes the deal less accretive or more dilutive… because it pushes the Combined Pre-Tax Income lower in earlier years due to: a) Some percentage less than 100% of synergies will be there; and b) CFS expenses will push down the company's debt repayment ability, thereby increasing interest expense from debt in the earlier years. Extra Resources http://youtube-breakingintowallstreet-com.s3.amazonaws.com/108-05-Mens-Wearhouse-Jos-A-Bank-Deal-Investor-Presentation.pdf
https://wn.com/Expense_Synergies_In_Merger_Models
How Equity Value & Enterprise Value Change in M&A Deals

How Equity Value & Enterprise Value Change in M&A Deals

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  • Duration: 11:38
  • Updated: 14 Apr 2015
  • views: 13741
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In this tutorial, you will learn how Equity Value and Enterprise Value change after an M&A deal takes place. You will also learn how the combined company’s Equity Value and Enterprise Value relate to the Equity Value and Enterprise Value of the buyer and seller in the deal. By http://breakingintowallstreet.com/ "Financial Modeling Training And Career Resources For Aspiring Investment Bankers" Table of Contents: 1:01 Why Equity Value and Enterprise Value Matter, and the Rules 4:11 Excel Demonstration of Changes in an M&A Deal 9:49 Why the Rules Don’t Work in Real Life How Equity Value and Enterprise Value Change in M&A Deals A common interview question goes something like: “Company A acquires Company B using 100% debt – what is the combined company’s Enterprise Value?” Another common variant is “Company A acquires Company B using 100% stock – what is the combined EV / EBITDA multiple?” Fortunately, there are a few simple rules you can use to determine these answer. First, recall what Enterprise Value MEANS: it’s the value of a company’s core business operations to all investors in the company. So when moving from Equity Value to Enterprise Value, you add Debt and Preferred Stock (and anything else representing other investors) and subtract non-core assets, such as Cash and Investments. The end result is that regardless of how a company finances itself, Enterprise Value does not change and neither do Enterprise Value-based multiples. In the same way, in M&A deals the combined Enterprise Value and combined Enterprise Value-based multiples do not change regardless of how the acquirer buys the seller. Rules for Equity Value and Enterprise Value in M&A Deals Combined Equity Value: Acquirer’s Equity Value, plus the value of stock it issues to buy the Seller. Combined Enterprise Value: Acquirer’s Enterprise Value + the Seller’s Enterprise Value Combined EV / EBITDA: Add both companies’ Enterprise Values and EBITDAs; not impacted by cash/stock/debt mix. Combined P / E: No “shortcut”; impacted by funding mix. Calculate it by determining the Combined Equity Value first, and then the combined Net Income after factoring in foregone interest on cash and interest paid on new debt, and any tax rate differences. Example Calculations: Say that Company A has an Enterprise Value of $100, Equity Value of $80, EBITDA of $10, and Net Income of $4. Its tax rate is 25%. Company B has an Enterprise Value of $40, Equity Value of $40, EBITDA of $8, and Net Income of $2. The foregone interest rate on cash is 2%, and the interest rate on debt is 10%. So if Company A acquires Company B for $40 with 100% debt: Combined Enterprise Value = $100 + $40 = $140 Combined Equity Value = $80 + $40 * 0% Stock Used = $80 Combined EBITDA = $10 + $8 = $18 Combined Net Income = Company A Net Income + Company B Net Income + Acquisition Effects = $4 + $2 – $40 * 100% Debt * 10% Interest Rate * (1 – 25% Tax Rate) – $40 * 100% Cash * 2% Foregone Interest Rate * (1 – 25% Tax Rate) = $3 Combined EV / EBITDA = $140 / $18 = 7.8x Combined P / E = $80 / $3 = 26.7x If you then change around the mix of cash, stock, and debt, the Combined EV / EBITDA, Combined EBITDA, and Combined Enterprise Value will not change at all. However, the Combined Equity Value, Combined Net Income, and Combined P / E will all change depending on the financing mix. In Real Life These rules don’t quite hold up… because: Premium Paid for Seller: Will have to use seller’s Enterprise Value at the share price premium instead. Most sellers are acquired for more than their current market caps! Share Price After-Effects: Does the market like / not like the deal? If so, the buyer’s share price and therefore its Equity Value and Enterprise Value will change after the deal is announced. Synergies, Other Acquisition Effects: Could affect share prices, EBITDA, Net Income, and everything else! RESOURCES: http://youtube-breakingintowallstreet-com.s3.amazonaws.com/106-10-Equity-Value-Enterprise-Value-in-MA-Deals.xlsx http://youtube-breakingintowallstreet-com.s3.amazonaws.com/106-10-Equity-Value-Enterprise-Value-in-MA-Deals.pdf
https://wn.com/How_Equity_Value_Enterprise_Value_Change_In_M_A_Deals
Private Company Valuation

Private Company Valuation

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  • Duration: 23:32
  • Updated: 11 May 2016
  • views: 50485
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In this tutorial, you’ll learn how private companies are valued differently from public companies, including differences in the financial statements, the public comps, the precedent transactions, and the DCF analysis and WACC. Get all the files and the textual description and explanation here: http://www.mergersandinquisitions.com/private-company-valuation/ Table of Contents: 1:29 The Three Types of Private Companies and the Main Differences 6:22 Accounting and 3-Statement Differences 12:04 Valuation Differences 16:14 DCF and WACC Differences 21:09 Recap and Summary The Three Type of Private Companies To master this topic, you need to understand that “private companies” are very different, even though they’re in the same basic category. There are three main types worth analyzing: Money Businesses: These are true small businesses, owned by families or individuals, with no aspirations of becoming huge. They are often heavily dependent on one person or several individuals. Examples include restaurants, law firms, and even this BIWS/M&I business. Meth Businesses: These are venture-backed startups aiming to disrupt big markets and eventually become huge companies. Examples include Kakao, WhatsApp, Instagram, and Tumblr – all before they were acquired. Empire Businesses: These are large companies with management teams and Boards of Directors; they could be public but have chosen not to be. Examples include Ikea, Cargill, SAS, and Koch Industries. You see the most differences with Money Businesses and much smaller differences with the other two categories. The main differences have to do with accounting and the three financial statements, valuation, and the DCF analysis. Accounting and 3-Statement Differences Key adjustments might include “normalizing” the company’s financial statements to make them compliant with US GAAP or IFRS, classifying the owner’s dividends as a compensation expense on the Income Statement, removing intermingled personal expenses, and adjusting the tax rate in future periods. These points should NOT be issues with Meth Businesses (startups) or Empire Businesses (large private companies) unless the company is another Enron. Valuation Differences The valuation of a private company depends heavily on its purpose: are you valuing the company right before an IPO? Or evaluating it for an acquisition by an individual or private/public buyer? These companies might be worth very different amounts to different parties – they *should* be worth the most in IPO scenarios because private companies gain a larger, diverse shareholder base like that. You’ll almost always apply an “illiquidity discount” or “private company discount” to the multiples from the public comps; a 10x EBITDA multiple is great, but it doesn’t hold up so well if the comps have $500 million in revenue and your company has $500,000 in revenue. This discount might range from 10% to 30% or more, depending on the size and scale of the company you’re valuing. Precedent Transactions tend to be more similar, and you don’t apply the same type of huge discount there for larger private companies. You may see more “creative” metrics used, such as Enterprise Value / Monthly Active Users, especially for private mobile/gaming/social companies. DCF and WACC Differences The biggest problems here are the Discount Rate and the Terminal Value. The Discount Rate has to be higher for private companies, but you can’t calculate it in the traditional way because private companies don’t have Betas or Market Caps. Instead, you often use the industry-average capital structure or average from the comparables to determine the appropriate percentages, and then calculate Beta, Cost of Equity, and WACC based on that. There are other approaches as well – use the firm’s optimal capital structure, create a giant circular reference, or use earnings volatility or dividend growth rates – but this is the most realistic one. You use this approach for all private companies because they all have the same problem (no Market Cap or Beta). You’ll also have to discount the Terminal Value, but this is mostly an issue for Money Businesses because of their dependency on the owner and key individuals. You could heavily discount the Terminal Value, use the company’s future Liquidation Value AS the Terminal Value, or assume the company stops operating in the future and skip Terminal Value entirely. Regardless of which one you use, Terminal Value will be substantially lower for this type of company. The result is that the valuation will be MOST different for a Money Business, with smaller, but still possibly substantial, differences for Meth Businesses and Empire Businesses. http://www.mergersandinquisitions.com/private-company-valuation/
https://wn.com/Private_Company_Valuation
EBIT vs. EBITDA vs. Net Income: Valuation Metrics and Multiples

EBIT vs. EBITDA vs. Net Income: Valuation Metrics and Multiples

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  • Duration: 19:26
  • Updated: 23 Jan 2014
  • views: 94315
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Why Do You Care About This? It's a very common interview question! Q: "How does EBIT differ from EBITDA? What about EV / EBIT vs. EV / EBITDA? When do you use which one? How does P / E compare to those?" By http://breakingintowallstreet.com/ "Financial Modeling Training And Career Resources For Aspiring Investment Bankers" And it's very common on the job as well -- you must decide how to value companies and which metrics / multiples to focus on. What are the Differences Between EBIT, EBITDA, and Net Income? These metrics differ in terms of: 1. Who the Money is Available to -- Equity investors, debt investors, and the government? Just equity investors? Someone else? 2. Operating Expenses vs. Capital Expenditures -- Some metrics reflect the impact of both of these, whereas others only reflect the impact of Operating Expenses and ignore spending on long-term assets. 3. Interest, Taxes, and Non-Core Business Activities -- Some metrics include these, and some exclude them. 4. When They're Useful -- Sometimes you WANT to reflect the impact of CapEx, approximating Free Cash Flow, and sometimes you don't. Same for interest and taxes. Here's the summary of differences, by category: How Do You Calculate It? EBIT = Operating Income on the Income Statement EBITDA = Operating Income on the Income Statement + Depreciation & Amortization from the CFS Net Income = Net Income on the Income Statement They Correspond To... EBIT corresponds to Enterprise Value. EV / EBIT is the multiple. EBITDA corresponds to Enterprise Value. EV / EBITDA is the multiple. Net Income corresponds to Equity Value. P / E is the multiple. Who Has a Claim on the Money? For EBIT and EBITDA, equity investors, debt investors, and the government all have a claim. For Net Income, only equity investors have a claim because debt investors have been paid with interest, and the government has been paid with taxes. What Does It Mean? EBIT = Core, recurring business profitability, before the impact of capital structure and taxes. EBITDA = Proxy for core, recurring business cash flow from operations, before the impact of capital structure and taxes. Net Income = Profit after taxes, the impact of capital structure, AND non-core business activities. Which Expenses Does It Reflect? EBIT reflects operating expenses and the impact of CapEx, but EXCLUDES interest, taxes, and non-core business activities. EBITDA is almost the same, but does NOT include the impact of CapEx. Net Income reflects everything -- operating expenses, CapEx, interest, taxes, and non-core business activities. Which Cash Flow-Based Metric Is It Closer To? EBIT is *sometimes* closer to Free Cash Flow, AKA Cash Flow from Operations -- CapEx, because they both reflect CapEx - but really, only *sometimes* is it closer... EBITDA is *sometimes* closer to Cash Flow from Operations because NEITHER one includes CapEx - but really, only *sometimes* is it closer... And Net Income is generally not close to either one. Which One Do You Use And Why? This is a question with a FALSE premise - you're not just picking one or the other! You'll almost always use a variety of metrics and multiples when valuing companies. So, for example, you might look at EV / Revenue, EV / EBITDA, and P / E all for the same company. But generally speaking, if you WANT to reflect the impact of capital expenditures and it's important to do so for the company/industry you're in, EBIT is better than EBITDA. Whereas EBITDA might be better in an industry where CapEx is less important, such as software/Internet/services/anything else where R&D exceeds investments in hard assets. But it also depends on a company's state of development -- CapEx is almost always more important to quickly growing companies, whereas it is less important for mature, stable companies! Regardless of the industry. As for Net Income, you usually look at it as a *supplement* to other metrics and multiples -- on its own, it doesn't necessarily give you a great / accurate view of a company because it's distorted by different tax rates, capital structures, and so on. Further Resources http://youtube-breakingintowallstreet-com.s3.amazonaws.com/STLD-LNKD-EBIT-EBITDA-Net-Income.xlsx
https://wn.com/Ebit_Vs._Ebitda_Vs._Net_Income_Valuation_Metrics_And_Multiples
Junker and Chubbybuddy Merger! Cash IN NOW! Invest! BUY! My Stock Price will Sky-rocket!

Junker and Chubbybuddy Merger! Cash IN NOW! Invest! BUY! My Stock Price will Sky-rocket!

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  • Duration: 1:00
  • Updated: 15 Jun 2009
  • views: 31
videos
watch the video, its pretty self explanatory. I simply like the name Junker better.
https://wn.com/Junker_And_Chubbybuddy_Merger_Cash_In_Now_Invest_Buy_My_Stock_Price_Will_Sky_Rocket
Shannon and the Merger - Folsom Prison Blues (Johnny Cash cover)

Shannon and the Merger - Folsom Prison Blues (Johnny Cash cover)

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  • Duration: 3:34
  • Updated: 11 May 2017
  • views: 7
videos
Shannon and the Merger - Jergel's Rhythm Grille - Folsom Prison Blues (4/23/17)
https://wn.com/Shannon_And_The_Merger_Folsom_Prison_Blues_(Johnny_Cash_Cover)
BEER CULTURE IS F*CKED?!

BEER CULTURE IS F*CKED?!

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  • Duration: 9:00
  • Updated: 12 Oct 2016
  • views: 129703
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With the recent sale merger of SABMiller and InBev, it's looking like your hard earned cash is going to one giant company no matter which beer you decide to drink. -- LINKS: http://www.nytimes.com/2016/06/02/opinion/a-big-merger-may-flatten-americas-beer-market.html http://www.chicagotribune.com/business/ct-megabrew-ab-inbev-sabmiller-merger-20161010-story.html http://www.wsj.com/articles/craft-brewers-take-issue-with-ab-inbev-distribution-plan-1449227668 -- Follow us: http://twitter.com/ETCShow http://twitter.com/EliotETC http://twitter.com/RickyFTW
https://wn.com/Beer_Culture_Is_F_Cked
Bayer's $66B deal for Monsanto is biggest takeover of 2016

Bayer's $66B deal for Monsanto is biggest takeover of 2016

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  • Duration: 1:53
  • Updated: 14 Sep 2016
  • views: 2201
videos
How will Bayer and Monsanto's all-cash $66 billion merger agreement impact shares? Varney & Co. with more.
https://wn.com/Bayer's_66B_Deal_For_Monsanto_Is_Biggest_Takeover_Of_2016
Majority of Sprint shares vote to receive cash in merger

Majority of Sprint shares vote to receive cash in merger

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  • Duration: 0:25
  • Updated: 08 Jul 2013
  • views: 24
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Majority of Sprint shares vote to receive cash in merger The majority of Sprint Nextel Corp shares elected to receive cash when Japan's SoftBank Corp's takes control of the company. About 53 percent of Sprint's outstanding shares voted to take money in preliminary election over the merger. http://news.yahoo.com/majority-sprint-shares-vote-receive-cash-merger-120455634.html http://www.wochit.com
https://wn.com/Majority_Of_Sprint_Shares_Vote_To_Receive_Cash_In_Merger
The Inner Circle - Hard Knock Gamers Merger! Cash Prize Gaming Tournament!

The Inner Circle - Hard Knock Gamers Merger! Cash Prize Gaming Tournament!

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  • Duration: 5:02
  • Updated: 19 Apr 2016
  • views: 95
videos
TicGn.com -~-~~-~~~-~~-~- Please watch: "Nintendo Switch Giveaway | Nintendo Switch Impressions" https://www.youtube.com/watch?v=GYIQhYRKldM -~-~~-~~~-~~-~-
https://wn.com/The_Inner_Circle_Hard_Knock_Gamers_Merger_Cash_Prize_Gaming_Tournament