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APRIL 2010

INTRODUCTION TO VALUATION

Presented by Tristan Fitzgerald


C O N F I DEN T I AL
AN D
P R I VAT E
ST R I C T L Y
Overview of the session

Introduction

Discounted cash flow (DCF)

Trading multiples

Transaction multiples
VAL U AT I O N
T O
I N T R O DU C T I O N

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What does the term value mean?1

 The Oxford Dictionary definition

 the material or monetary worth of a thing; the amount at which it may be estimated in
terms of some medium of exchange or other standard of a like in nature

 It is important to note that there is no general statutory definition of value

 Valuation is an art, not a science2

 In practice, we rely heavily on experience and judgement


VAL U AT I O N
T O
I N T R O DU C T I O N

1 Extracts taken from The Valuation of Business, Shares and Other Equity; Wayne Lonergan
2 Gold Coast Selection Trust v. Humphrey; 1948

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Why valuation is important?

Acquisitions Divestitures
How much should we How much should we
pay to buy the sell our
company? company/division for?

Fairness opinions
Research
Is the price offered for
Should our clients buy,
our company/division
sell or hold positions
fair (from a financial
in a given security?
point of view)?

Valuation
Public equity
Hostile defense offerings
Is our company For how much should
undervalued/vulnerable we sell our
to a raider company/division in
VAL U AT I O N

the public market?


Debt offerings
New business What is the underlying
presentations value of the
business/assets
Various applications
against which debt is
being issued?
T O
I N T R O DU C T I O N

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J.P. Morgan uses a number of valuation methodologies

Valuation
methodologies

Publicly traded Comparable Discounted Leveraged


comparable transactions cash flow buyout/recap Other
companies analysis analysis analysis analysis

 Public Market  Private Market  Intrinsic value of  Value to a  Liquidation


Valuation Valuation business financial/LBO analysis
buyer
 Value based on  Value based on  Present value of  Break-up analysis
market trading multiples paid for projected free  Value based on
multiples of comparable cash flows debt repayment  Historical trading
comparable companies in sale and return on performance
companies transactions  Incorporates both equity investment
VAL U AT I O N

short-term and  Expected IPO


 Applied using  Includes control long-term valuation
historical and premium expected  Discounted future
prospective performance share price
multiples
 Risk in cash flows
 EPS impact
 Does not include a and capital
different bet.
T O

control premium structure captured  Dividend discount


trading premium & in discount rate model
I N T R O DU C T I O N

transaction
premium

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The final recommended valuation is a triangulation of
each of the methodologies
Determining
Determining a
a final
final valuation
valuation recommendation
recommendation is
is a
a process
process of
of triangulation
triangulation using
using insight
insight from
from each
each of
of the
the relevant
relevant
valuation
valuation methodologies
methodologies

Utilises
Utilises market
market
Analyses
Analyses the
the trading multiples
trading multiples
present
present value of
value of aa 1. Discounted from
from publicly
publicly traded
traded
company's
company's free
free cash flow 2. Publicly Traded companies
companies to to derive
derive
cash
cash flow.
flow. Comparable value.
value.
Companies

Used
Used to
to determine
determine range
range
3. Comparable of
of potential value for aa
potential value for
Utilises
Utilises data
data from
from M&A Acquisition
VAL U AT I O N

M&A company
company based
based on
on
transactions
transactions involving
involving Transactions 4. Leveraged maximum leverage
maximum leverage
similar
similar companies.
companies. Buy Out capacity.
capacity.
T O
I N T R O DU C T I O N

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The valuation summary is one of the most important
slides in a valuation presentation
The
The science
science is
is performing
performing each
each valuation
valuation correctly,
correctly, the
the art
art is
is using
using each
each method
method to
to develop
develop a
a recommendation
recommendation

Implied Implied
Adjusted Management
EBITDA EBITDA
Valuation range: A$240 $260mm multiples multiples
Multiple of management 09F EBITDA: 6.8x 7.3x
Multiple of X team 09F EBITDA: 7.3x 7.9x Jun-09F EBITA: A$33.0m1 A$35.5mm2

Discounted Cash Flow (base case) 250 265 7.6x 8.0x 7.0x 7.5x

IPO valuation 250 275 7.6x 8.3x 7.0x 7.7x


- JPMorgan estimate
- Vendor expectations 270 300 8.2x 9.1x 7.6x 8.5x

Trading comparables 250 285 7.6x 8.6x 7.0x 8.0x


VAL U AT I O N

Transaction comparables 225 250 6.8x 7.6x 6.3x 7.0x

First round bid range 220 240 6.7x 7.3x 6.2x 6.8x

50% IRR (approx.) 230 7.0x 6.5x


T O
I N T R O DU C T I O N

200 250 300

1 Based on Project X team estimates, which forecast Jun-09F EBITDA to be A$33.0mm


2 Based on the management 30-Sep-08 presentation Jun-09F EBITDA of A$35.5mm

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Overview of the session

Introduction

Discounted cash flow (DCF)

Trading multiples

Transaction multiples
VAL U AT I O N
T O
I N T R O DU C T I O N

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DCF allows for rigorous analysis of value

 DCF - mechanism used to estimate the value of an asset by discounting the estimated future
cash flows generated by the asset by a rate that reflects the risk of the cash flows
 Free cash flow to the firm (FCFF) model = present value of expected future cash flows

 Dividend discount model = present value of expected future dividends

 Forces an understanding of the value drivers of the asset (revenue and cost) of the underlying
business/unit
 Can divide value into components

 Value of various businesses, product lines or divisions (sum of the parts valuation)

 Value of free cash flows versus terminal value (TV can be very important)
VAL U AT I O N

 Contribution of various synergies (e.g. cost reductions, cross-selling)

justify where and


 Various cases can be evaluated
what key dactors
 Upside (favourable) versus downside (unfavourable) cases
need to do more
T O

work on  Key sensitivities on price, volumes, cost, growth etc.


I N T R O DU C T I O N

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DCF has three key components
1.
1. Estimate
Estimate the
the cash
cash flows
flows

 Free cash flow to the firm model


n
FCFFt FCFFn +1
V = t
+ n
t =1 (1 + WACC ) (WACC g )(1 + WACC )
FCFF = EBIT (1 + ) + Depreciation Capital expenditure Working capital
 Attempt to move from accounting profit to cash flows

 Add back non-cash expenses (e.g. depreciation)

 Minus outflows of cash that do not appear on the income statement (e.g. capital expenditure)

 Why adjust for changes in working capital?


VAL U AT I O N

 Dividend discount model

n n
Dt Terminal value Dt Dt +1
E = t
+ t
E = t
+ t
T O

t =1 (1 + re ) (1 + re ) t =1 (1 + re ) ( re g )(1 + re )
I N T R O DU C T I O N

usuful for financial  Need to forecast the entire income statement to get to expected dividends
institution. e.g.)
bank, what is the  Not used as much in practice but commonly used to value financial institutions
maximum dividend
however
maintaining the 9
sustaining growth
Projecting cash flows requires in-depth understanding of
the business and the industry

 Anticipated industry growth (supply versus demand)


Industry
 Major opportunities and risks
outlook
 How does this impact on the company in question?

 Pricing flexibility
Competitive
 Possible market share changes
position
 Cost structure

Ongoing  Working capital


reinvestment  Required capital expenditures
needs  Discretionary investments

 New product lines and Greenfield expansions


Expansion
VAL U AT I O N

 Development costs
opportunities
 Economies of scale

 Company and competitor reports/presentations


T O

Sources of
 Equity research analyst reports and industry sector reports
information
I N T R O DU C T I O N

 Other (e.g. market data such as forward curves, regulators)

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Use of financial statement analysis in practice

 For valuation, remember that our focus is primarily on future not past performance
what is the driver
of the perfomance  However, the past can be useful in assessing the reasonableness of future forecasts
in the past, is it
going to last?  Example: a pharmaceutical company versus an infrastructure company

 Some of the key ratios used in practice

 Profitability ratios

Frequent use of EBITDA/EBIT margins


 Risk analysis ratios (e.g. financial risk ratios)
e.g. if the inerest
coverage below 2 Gearing and interest coverage
times? more
VAL U AT I O N

garentee required Can impact on a firms credit rating which can in turn impact on the cost of capital
 Efficiency ratios

Accounts receivable turnover, inventory turnover etc.


T O

private equity & Key focus of private equity firms


sponsor firm
I N T R O DU C T I O N

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DCF has three key components
2.
2. Estimate
Estimate the
the appropriate
appropriate discount
discount rate
rate

 Free cash flow to the firm model


n
FCFFt FCFFn +1
V = t
+ n
t =1 (1 + WACC ) (WACC g )(1 + WACC )
E D
WACC = re + rd (1 + )
V V
 The weighted average cost of capital (WACC) should be commensurate with the riskiness of
the project
 More advanced definitions of WACC (imputation credits, hybrids)
VAL U AT I O N

 Dividend discount model


n
Dt Terminal value
E = t
+ t
t =1 (1 + re ) (1 + re )
T O

re = rf + e MRP
I N T R O DU C T I O N

 Always remember to be consistent in your cash flow definition and the discount rate applied

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The cost of equity is a major component of the WACC

 The cost of equity represents the long-term return expected by the market for this project

 Industry wide use of the capital asset pricing model (CAPM)

 Practical issues when using the CAPM

 Extremely difficult to estimate an appropriate beta (e.g. data issues, length of estimation
period, benchmark rate of return)
 Sometimes include a country risk premium

Australia
Australia discount
discount rate
rate
Cost of equity = Risk free rate + Beta x Equity risk premium
VAL U AT I O N

Long
Long term
term risk
risk Adjustment
Adjustment for
for Appropriate
Appropriate extra
extra
Long
Long term
term return
return on
on
= free
free rate of
rate of + correlation
correlation to
to x return above
return above
equity investment
equity investment return
return stock
stock market
market returns
returns risk
risk free
free rate
rate

Estimated using
T O

= 10 year bond yield + Predicted betas x


various techniques
I N T R O DU C T I O N

11.50% = 5.50% + 1.00 x 6.00%

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Cost of debt calculation

rd = (b + s) x (1 - t)
Debt
Debt
Cost
Cost of
of Benchmark
Benchmark Marginal
Marginal
spread
spread //
debt
debt rate
rate tax
tax rate
rate
premium
premium

 Generally use cost of a companys medium-term debt (7-10 year money)


 Domestic debt
VAL U AT I O N

 Quoted as spread over a benchmark rate


Benchmark rates include BBSW, 10-year government bonds
 Adjusted for tax-deductibility of interest expense
 Check this against the approximate borrowing costs associated with a companys corporate
T O

credit rating and/or comparable companies


I N T R O DU C T I O N

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DCF has three key components
3.
3. Terminal
Terminal value
value
careful the assat of
the cor., to
 Terminal value is the portion of a companys total value that can be attributed to cash flows
determine how expected in the period beyond the specific forecast horizon
many years into
perpeturity
 Terminal value should be estimated when the company reaches steady state
&terminal value  Long-term assumptions have been stabilised
 Length of explicit forecast period is company specific
 Terminal value is typically based on some measure of the performance of the business in the
terminal year of the projection (which should depict the business operating in a steady-
state/normalised manner)
 Growth in perpetuity method
E.g. g = (1 DPR ) E ( ROE )
VAL U AT I O N

 Terminal or exit multiple method


 Since an exit multiple has an implied growth rate and vice versa, cross check for
reasonableness
T O
I N T R O DU C T I O N

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JPMorgans approach to free cash flow and valuation

 Free cash flow is the cash that remains after all necessary reinvestments have been made, e.g.
capital expenditure and working capital

 Free cash flow is measured prior to any debt service (interest and debt repayment), but after
cash taxes

 Note the effect of carryforward losses on taxes paid

 Free cash flow therefore is the amount of cash that can be distributed to shareholders and debt
holders (also known as the unlevered cash flow)

 Cash flows discounted at the weighted-average cost of capital to calculate firm value
VAL U AT I O N

 Sometimes we calculate cash flows after interest expense/income (levered cash flow)

 Levered cash flows discounted at the cost of equity

 Present value represents equity value


T O
I N T R O DU C T I O N

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Summary presentation of DCF results
Free cashflow summary11
Free cashflow summary
how sesitive the
value is to the Year end 30 June 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
Total sales 277.0 290.9 305.4 320.7 336.7 350.2 364.2 375.1 386.3 397.9 409.9
assumption?
% growth -- 5.0% 5.0% 5.0% 5.0% 4.0% 4.0% 3.0% 3.0% 3.0% 3.0%
EBIT 24.8 30.5 42.9 46.2 50.2 52.1 53.4 54.7 56.1 57.5 59.2
% margin 8.9% 10.5% 14.0% 14.4% 14.9% 14.9% 14.7% 14.6% 14.5% 14.4% 14.4%
Taxes 9.2 9.1 12.9 13.8 15.1 15.6 16.0 16.4 16.8 17.2 17.8
% rate 36.9% 30.0% 30.0% 30.0% 30.0% 30.0% 30.0% 30.0% 30.0% 30.0% 30.0%
Deprecn &
17.8 16.1 7.5 8.4 8.7 8.5 8.9 8.7 8.4 8.2 8.5
Amortisation
Less: Capex (9.8) (9.8) (9.8) (10.5) (10.5) (11.0) (11.0) (11.0) (11.5) (11.5) (10.4)
Less: NWI change 2.2 0.4 0.4 0.5 0.5 0.4 0.4 0.3 0.3 0.3 0.4
Free cashflow2 25.6 28.1 28.2 30.6 33.8 34.4 35.7 36.3 36.5 37.3 39.8

Key valuation outputs22


Key valuation outputs

Firm value (A$mm) Equity value (A$mm) Equity value per share (A$)

Terminal growth (%) Terminal growth (%) Terminal growth (%)


VAL U AT I O N

2.5% 3.0% 3.5% 2.5% 3.0% 3.5% 2.5% 3.0% 3.5%


9.3% 472.1 492.8 517.1 9.3% 462.7 483.4 507.7 9.3% $4.63 $3.83 $5.08
9.8% 440.0 457.1 477.0 9.8% 430.6 447.7 467.5 9.8% $4.30 $4.48 $4.68

WACC
WACC

WACC

10.3% 412.0 426.3 442.7 10.3% 402.6 416.9 433.3 10.3% $4.03 $4.17 $4.33
T O

10.8% 387.3 399.4 413.1 10.8% 377.9 390.0 403.7 10.8% $3.78 $3.90 $4.04
11.3% 265.5 375.8 387.4 11.3% 356.1 366.4 378.0 11.3% $3.56 $3.66 $3.78
I N T R O DU C T I O N

1 Assumed valuation date of 1 December 2009


2 Calculated as per J.P. Morgan base case DCF model; figures may not add due to rounding

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Overview of the session

Introduction

Discounted cash flow (DCF)

Trading multiples

Transaction multiples
VAL U AT I O N
T O
I N T R O DU C T I O N

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Firm value and equity value are two different concepts . . .

Firm value = Market value of all capital invested in a business1


(also referred to as enterprise value or asset value)
The value of the total enterprise: market value of equity + net debt
Equity value = Market value of the shareholders equity
(also referred to as offer value)
The market value of a companys equity (shares outstanding x current stock price)
Equity value = Firm value - net debt2

Assets Liabilities and Shareholders Equity


VAL U AT I O N

Net debt
Enterprise Enterprise
value Value
Equity value
T O
I N T R O DU C T I O N

1 The value of debt should be a market value. It may be appropriate to assume book value of debt approximates the market value as long as the companys credit profile has
not changed significantly since the existing debt was issued.
2 Net debt equals total debt (short and long-term) + minority interest + preferred equity + capitalized leases - cash and cash equivalents.

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. . . and are used for different multiples

 The defining difference lies in the treatment of debt and its associated cost (interest expense)

 A multiple that has debt in the numerator must have a statistic before interest expense in the
denominator

Equity value Firm value


Equity value Firm value

 Value for owners of business (after interest expense)  Value available to all providers of capital (before
interest expense)
VAL U AT I O N

 Multiples of:
 Multiples of:
 net income
 sales
 after tax cash flow
 EBITDA
T O

 book value
 EBIT
I N T R O DU C T I O N

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A broad range of trading multiples are typically used

Multiple Comment

Firm value / sales (LTM, FY1, FY2)  Generally not very accurate although essential for high-tech companies

Firm value / EBITDA (LTM, FY1, FY2)  Generally most accurate multiple to use (watch out for interest income)
 Good ratio in cyclical industries
 Good for cross-country comparisons
 Independent of leverage

Firm value / EBIT (LTM, FY1, FY2)  Most useful when assessing a capital intensive business

 Historical P/E ratio affected by one-off charges


Market cap. / Net income
 Forward looking P/E actively used by Wall Street analysts; forward
(also known as P/E)
looking avoids problems with different fiscal years
VAL U AT I O N

 Most appropriate for financial institutions Australian trading bank


Market cap. / book value
multiples in particular

Firm value / total assets  Useful when assessing utilities and other fixed-asset based companies

Industry specific  Price per subscriber / barrel / production, etc.


T O
I N T R O DU C T I O N

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Example trading comparables page
Trading comparables

EV/Sales EV/EBITDA EV/EBIT P/E Div. yield


Market cap Ent. Value
Company (A$mm) (A$mm) 2008E 2009E 2008E 2009E 2008E 2009E 2008E 2009E 2008E 2009E
Ausenco 1,248 1,211 4.0x 3.3x 21.0x 15.6x 22.2x 16.5x 28.1x 21.5x 3.1% 4.0%

Monadelphous 1,260 1,186 1.2x 1.1x 12.2x 10.8x 14.1x 12.4x 20.4x 18.2x 6.3% 7.2%

Walter Diversified 276 325 1.1x 1.0x 7.6x 6.4x 10.9x 8.9x 15.9x 13.4x 3.4% 3.9%

Sedgman 555 560 2.5x 2.2x 10.7x 9.2x 13.8x 11.9x 18.6x 15.5x 3.5% 4.4%

Industrea 521 514 4.1x 2.9x 19.9x 14.2x 21.3x 15.0x 24.8x 20.1x 1.9% 1.9%

Cardno 454 497 1.3x 1.1x 10.9x 8.9x 12.2x 10.0x 16.5x 13.2x 4.6% 5.9%

Coffey 444 493 1.1x 1.0x 10.0x 9.0x 11.8x 10.4x 16.6x 14.3x 6.6% 7.3%

RCR Tomlinson 283 304 0.6x 0.5x 5.5x 4.8x 7.0x 6.1x 9.5x 8.0x 3.5% 4.1%
VAL U AT I O N

AJ Lucas 208 238 0.8x 0.5x 9.3x 5.6x 13.3x 7.9x 16.6x 11.0x 0.7% 0.0%

Lycopodium 178 167 1.5x 1.4x 11.1x 9.6x 11.7x 10.1x 16.6x 13.8x 6.4% 7.3%

Mean 1.8x 1.4x 11.4x 9.1x 13.6x 10.7x 18.1x 14.8x 4.1% 4.7%
Median 1.2x 1.1x 10.7x 9.0x 12.2x 10.1x 16.6x 13.8x 3.5% 4.4%
T O

Source: IBES, IRESS, Company reports


Note: Calendarised to 30 June; Market data as at 4-Dec-07
I N T R O DU C T I O N

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Why trading values can differ from DCF

DCF exclude real  Market may view the firms outlook differently (different implied forecast)
option value
 Discounts (eg. lack of liquidity, conglomerate)

 Difference in capital structure

 Company doesnt distribute all of its free cash to flow to shareholders

 Option value

 Acquisition speculation

 Event risk
VAL U AT I O N
T O
I N T R O DU C T I O N

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Some important points to remember when calculating
trading multiples

 The choice of the peer group is crucial


 Need to understand in detail the industry segments that competitors operate in
 Must identify and explain significant differences in multiples across the peer group

 We always calculate the numbers ourselves


 EBIT and other figures shown in annual reports and sources such as equity research reports
are often inconsistent with J.P. Morgan definitions

 We always normalise earnings measures by removing one-off distortions


 Deducting material profits on sale of assets
 Adding back abnormal losses
 Generally focus on forward-looking multiples
VAL U AT I O N

 We use median of forecast EBITDA, EBIT and NPAT


 Mean often skewed by outliers due to poor / outdated estimates

 As a general rule of thumb, multiples always run lowest to highest from EBITDA, EBIT and P/E
T O

 Expected given use of depreciable equipment in typical business (EBITDA to EBIT multiple)
I N T R O DU C T I O N

 Expected given most businesses generate a higher rate of capital return on capital employed
than the after-tax cost of debt (EBIT to P/E multiple)

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Overview of the session

Introduction

Discounted cash flow (DCF)

Trading multiples

Transaction multiples
VAL U AT I O N
T O
I N T R O DU C T I O N

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Comparable deals analysis is usually problematic

 Transaction multiples - estimate of value based on what buyers have paid for a similar asset in
the past

 Often a limited number of transactions

 Dated information
 stock market has changed
 business has changed
 financing has changed
 bidders have changed

 Missing data
 earnings usually unavailable on subsidiary transactions
VAL U AT I O N

 Hard-to-find data
T O
I N T R O DU C T I O N

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Why bother with comparable transactions?

 Important part of deal speak


 our clients typically want to know deal history within their industry
 our competition will certainly provide this

 Provides insight into various factors


 premium needed in the past to win bidding (control premium)
 valuation techniques used by buyers
 list of likely bidders
 possible bidding strategies

 Industry-specific multiples can be important


VAL U AT I O N

 Often necessary information for Board of Directors, fairness opinions, etc.

 Useful cross-check of other valuation techniques such as DCF


T O
I N T R O DU C T I O N

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Sources used to locate comparable transactions

 Thompson Financial database (SDC)

 Locates targets based on SIC code, business description, industry

 Identifies transactions based on hostile vs. friendly, transaction size, announcement date, and several other deal elements

 The Comprehensive Summary Report is very helpful in hand-picking transactions since it includes a synopsis of the deal in addition
to general information regarding both parties and the transaction

 Available on through the Business Research Center

 Senior bankers who work in the industry

 Will be able to point you toward previously used presentations or valuations

 Ensures you do not exclude any landmark deals or other deals they would specifically like to include

 Merger proxies for similar transactions

 Fairness opinions of financial advisors disclose the comparable transactions used in their valuation of the target
VAL U AT I O N

 Other sources include:

 JPMorgan transaction comps databases (BRC has access)

 News runs

 Equity research reports


T O
I N T R O DU C T I O N

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Indicative presentation of transaction comps
Domestic equipment rental transaction summary (A$mm)
Domestic equipment rental transaction summary (A$mm)
EBIT multiple
Target Acquirer Ann. date EV (A$mm) Historical Forecast EV/NTOA multiple
Coates National Hire 10/02/2007 1,645 12.4x 11.2x NA
PCH Group Ltd Cape Australia Pty Ltd 16/10/2007 $268.1 18.2 13.2 2.4x
Concept Hire Ltd Cape Australia Pty Ltd 11/09/2007 128.7 12.6 9.8 2.4
Prime Industrial Rentals Coates 29/08/2007 39.7 5.0 4.5 1.1
United Rentals Inc Cerberus Capital Management 23/07/2007 US$6,600.0 9.6 9.0 1.5
Allplant Coates 30/11/2006 72.4 NA 7.6 1.3
Hirequip NZ Ltd Nikko 28/11/2006 189.1 12.6 10.2 2.1
Hirepool Ltd Next Capital 1/07/2006 172.0 10.4 NA NA
Allied Equipment Coates 1/07/2005 135.7 NA 5.9 1.4
AH Plant Hire National Hire 21/10/2005 106.5 8.4 8.2 1.9
Sherrin Hire Pty Ltd Boom Logistics Ltd 27/06/2005 130.0 7.2 NA 1.3
Allight Holdings Pty Ltd National Hire 1/11/2004 82.5 12.5 7.2 1.6
The Cat Rental Store WA National Hire 1/11/2004 46.9 12.7 6.2 1.0
Australian Oil and Gas Ensign Ltd 12/04/2002 149.9 13.2 12.0 1.1
Median 12.5x 8.6x 1.5x
Mean 11.2x 8.8x 1.6x
Source: Coates Hire Scheme Booklet, Independent Experts Report
Note: NTOA is NTA + net debt surplus assets
VAL U AT I O N
EM EC O

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Anatomy of a takeover premium

Highest
final
offer
Must win!

 Potential cost to bidder if a competitor gets target


Defensive /
 Cost of building from scratch vs. purchase
greenfield /
platform / option  Potential value of ownership, either due to high return investments or unforeseen
Potential control premium

events

Outlook  Buyers perception of the future is different from the markets view

 Net cost savings and


Synergies
 revenue enhancements

 Buyers cost of capital is lower than targets


Cost of capital  (sometimes viewed as a synergy)
VAL U AT I O N

 Target trades at a discount to DCF value (eg. Diversified holdings; industry out of
Under-valuation favour, poor communications with investors, etc.)

Trading price
Target before
T O

company price announcement


I N T R O DU C T I O N

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When can transaction values differ from DCF?

 Cost of capital differences

 buyer may have a lower cost of capital

 Higher level of synergies

 revenue enhancements

 cost savings

 Cross border

 differences in capital costs, tax rules, repatriation levels, etc.

 Differences in view of the future

 buyer may have a dramatically different view of the future than the market
VAL U AT I O N

 Other strategic reasons

 buy versus build

 platform for other investments

 defensive acquisition
T O
I N T R O DU C T I O N

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I N T R O DU C T I O N T O VAL U AT I O N
Welcome to the team!

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