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ACADEMIC PURPOSES
Table of Contents
1. DCF Analysis
a. WACC
b. APV
2. Comparables
a. Precedent Transactions
b. Companies
3. Merger Analysis / Strategy
4. WACC / CAPM / Beta
5. Discount Rates / Perpetuities
6. Accounting
7. Debt / Equity Markets
8. Stock Market / Personal Finance
1. DCF Analysis
Definition: Project the companys future operating cash flows for 5 years or more and calculate the present
value of those cash flows and the terminal value using an appropriate cost of capital and terminal value
methodology.
Cons
Many assumptions (constant D/E,
terminal value, growth)
Heavily dependent on cash flows
Forecasting the future
Management overestimates
projections
Comparables
DOES include control premium
Very few
Transactions (precedent
Trends become clear (many deals
Degree of comparability
Transaction Analysis)
means industry consolidation)
Relative S&D for a certain type of
asset at the time of the transaction
Market cycles and volatitlity may
effect valuation
Not forward looking
Comparables
Primary measure for IPOs
Difficult to find truly comparable
Companies
Based on public information
cos it is impossible to adjust for
Market efficiency implies that the
differences in the underlying
trading valuation should reflect all
businesses
available information (risk, trends, etc.) Does NOT include control premium
Gives good value of minority interest
or synergies
Not good for thinly traded stocks
Stock market can be irrational
Break-up analysis value different business segments based on other valuation techniques
LBO value determine the max value you can pay using a max leveraged structure this helps assess the
amount of initial debt possible
DCF
Pros
Free from manipulation (unlevered
FCFs)
Good rough estimate
No market volatility
Use valuations for: acquisitions, divestitures, fairness opinion, public equity offerings, restructurings.
Equity Value vs. Enterprise (Asset, Aggregate) Value:
Enterprise: Takes Equity value and adds other sources of capital. This is the return to all sources of
capital. Appropriate multiples: Sales, EBITDA, EBIT. Also industry specific multiples: Sales/Retail
Sales space
Equity: Market cap. Appropriate multiples: Net income to common shareholders (NI2C) (after tax,
interest, preferred dividends).
High-Level problem:
Which of the three methods is the most robust?
SOLUTION:
Depends on the information available. The one you have the most influence over is the DCF, because you
add the details to the model. However, sometimes simpler is better.
a) WACC method
Qualitative definition: Expected return on a portfolio of all the securities the company holds
WACC assumes a constant capital structure over time and incorporates the tax shield benefits into the
discount rate
Discount the projected CFs by the companys risk-adjusted discount rate.
Project out 5 to 10 years.
Add a terminal value (which represents the cash flows beyond the last year that are too far in the future
to project) two ways: 1) take the last years earnings and multiply it by a market multiple (eg 20X
earnings), or 2) take the last year and assume a constant growth rate (like 10%) and the present value
of this constant growth rate is the terminal value (perpetuity) 3) or a non-growing perpetuity.
Unlevered Free Cash Flows = cash flows generated by all assets, without considering interest,
dividends, etc., and leave all capital structure considerations to the denominator (WACC)
= EBIT (1-T) + Depreciation Change in Net Working capital CapEx
If using this approach to value a stock, then once you have the Enterprise value (what the WACC
method produces) need to subtract the Debt and divide by # of shares outstanding to get a stock price.
Three Problems w/ WACC: 1) assume constant capital structure ratio; 2) Hard to estimate a good
growth rate in terminal value calc; 3) in theory DCF is for valuing the firms projects; - its a leap of
faith to say that all the projects of the firm (i.e. the whole firm) should be valued the same way.
b) APV method
Discount the unlevered cash flows by an unlevered discount rate (Re) and then value the debt tax shield
separately. Re is derived using an unlevered Beta in the CAPM
Debt Tax Shield = (Tax Rate)* (Rd)*(Total debt for that year) requires a tax schedule
or
APV approximation = APV w/o tax shield * (Tax Rate)*(D/D+E) approximates the debt level
APV Shortcoming
APV shortcoming difficult to project cost of financial distress
When would you use the APV method?
SOLUTION:
When you expect a change in capital structure and want to value the tax benefits separately
What is option value when valuing a company?
Often DCFs fall short of market value of the firm. This can be explained by the fact that the firm often has
the option to utilize other resources (e.g. oil reserves; patents) if it needs to. If you think this you can use
Black Schoales this option, and add it to the DCF valuation.
2. Comparables
a) Precedent Transactions
Find historical transactions that are similar to the current deal on the table. Then apply multiples derived
from similar or comparable precedent M&A transactions to the companys operating data. Make sure to
identify unique assets to that firm.
b) Companies
Provides the companys implied value in the public equity markets through analysis of comparable
companies trading and operating statistics. Then apply the multiples derived from these companies to the
targets operating statistics. Good for IPOs to id trading ranges if M&A youd need to assess the control
premium.
Identify comparable companies using business (products, product mix, customers, geo, SIC codes) and
financial (size, profitability, leverage) chars and then rank according to relevance (Tier I: Pure-play, Tier II:
Relevant)
Example industries:
Manufacturing P/E; and P/E relative to Market
High tech PEG (P/E)/Growth rate in earnings
Growth industries (no earnings) P/S: Price / Sales; V/S: (Mkt cap + Debt Cash)/ Sales
Heavy infrastructure (losses early on and diff levels of dep) V / EBITDA
REITS P / Cash Flow
Financial Svcs P/BV (BV of equity is regularly marked to market)
Retailing (if sim D/E) P/S
Retailing (if diff D/E) V/S
What should you consider when using comparables to value an international company?
When possible use local companies to value local companies (duh)
With cross border comparisons: different accounting rules, different interest rates (lower interest rates
mean higher valuations and higher P/Es), and different risk (e.g. emerging markets vs US).
What should you consider when using DCF to value an international company?
Pay attention to diff accounting rules
Keep in local currency, then translate when done
Rd - If no cost of debt can be found in the usual way look at US firms w/ similar interest coverage
(EBITDA/Debt expense) and add the default spread difference between a US treasury yield and
that countrys gov yield.
Re Bond Rating method: Risk Premium US + Default Spread on sovereign bonds; or the Relative
Equity method: Risk Premium US (Stand Dev of Country Equity/ Stand Dev of US Equity); or Bond
Method: Risk Premium US (Stand Dev Local Equity Index / Stand Dev Local Bond Index)
Leverage each others products and business models to insulate against declining gross and operating
margins
Value creation in some way (end-to-end solution, best of breed, etc.)
Integration risk mitigated by management team cultures
BL = BU(1 + (1-T)(D/E))
Levered Beta with projected capital structure (D/E ratio) can be found in research reports and internal
research
Unlevering a companys Beta means calculating the Beta under the assumption that the company is entirely
equity and has no debt. The levered Beta is higher than the unlevered Beta in that it accounts for increased
chance of bankruptcy and distress. NOTE that w/ a comparable company Beta, when you unlever it,
use the D/E ratio of the comparable company not the target companies D/E ratio!
What would you use a companys WACC for?
Discount the cash flows to arrive at a valuation
Qualitative Definition: Expected return on a portfolio of all the securities the company holds
What is beta? Where would you go to find a companys beta? How and why would you unlever a
beta?
Beta is a measure of how changes in the firms stock price deviate from changes in the market. Another
way of saying this is that Beta measures the firms sensitivity to macroeconomic events.
Market B=1. A Beta greater than 1 means the stock is expected to be more volatile than the market.
Can find Betas using Bloomberg, publications of firms that analyze market, conduct regression
analyses
Betas can be calculated using the CAPM model, when CAPM assumptions hold
Unlevered Betas allow comparisons of different organizations (perhaps within the same industry).
Betas that are pulled off Bloomberg are levered Betas, and since different companies have different
capital structures, unlevering the Betas to exclude the effect of debt financing allows for a more applesto-apples comparison. Companies can then be compared on an all-equity level, or can be relevered to
be compared on an overall risk basis.
WACC Problem:
When making a bid on a company, whose WACC do you use, yours or the targets?
You want to use your WACC or the WACC of the newly formed company their WACC is irrelevant
since they are going bye bye
Balance Sheet:
Snapshot of the firms resources and claims on
the resources
Assets:
Current (incl deferred taxes)
Long-Term
Total Assets
Liabilities:
Current
Long-Term
Total Liabilities
Equity:
R/E
Common Stock
Total Equity
What is EBITDA?
Earnings before Interest Taxes Depreciation and Amortization used in comparable analysis as an
enterprise value multiple (i.e. reflects both equity and debt values)
What are deferred taxes and how do they arise?
Different books for IRS and for financial reporting.
Two types: 1) If Taxes paid on financial reports are > Taxes paid for IRS, a Deferred Tax Liability
2) If Taxes paid on financial reports are < Taxes paid for IRS, a Deferred Tax Asset
Understand PP&E
What is working capital?
Capital used to fund cash conversion cycle of the business from when products are produced to when
they are sold. Component of the capital needs of the company
Net Working Capital = (Current Assets - Cash) - (Current liabilities - Short-term debt)
Subtract cash b/c assume youll use it to pay down debt or mgmt will walk away with it
Subtract short term debt b/c you will need to buy it as part of the transaction price
Depreciation problem:
ra = rf + a( rm rf )
Where:
rf = Risk free rate
a = Beta of the security
rm= Expected market return
The time value of money is represented by the risk-free (rf) rate in the formula and compensates
the investors for placing money in any investment over a period of time. The other half of the
formula represents risk and calculates the amount of compensation the investor needs for taking on
additional risk.