Investment Banking Technical Questions Where Amazing Candidates Meet Exciting Companies @ 2015 CoachingAssembly.com, All rights reserved @ 2016 CoachingAssembly.com, All rights reserved 2015/ 16 2016/ 17 Today’s topics I. Introduction II. Key operating model mechanics III. Capital structure IV. Enterprise value calculation V. Key valuation methodologies @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Introduction @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Key subjects Be prepared. Don’t read a book the day before an interview as you will be expected to understand things rather than learn them by heart Basic Accounting Restructuring and Capital Structure Discounted Cash Flows Technical Interview Preparation Trading Multiples Leveraged Buyout Transaction Multiples @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 First Round Motivation (HR) Interview Component Personal Pitch Interview Questions • Tell me about yourself • Please walk me thru your CV Knowledge of • Why this bank and division? the Bank, • Where else are you applying? Division and • Key deals? Culture Motivation and Fit Your Questions Preparation • Prepare a 1-2 minute personal pitch that differentiates you from other candidates • Good to mention long-term hobbies, sports, clubs and volunteering, international experience & languages, personal stock portfolio, etc • Demonstrate passion for finance and banking • Do not do a boring walk through of your CV • Prepare by talking to employees, Investor Relations reports, Analyst reports, student chat rooms • This is the most prestigious bank in the world is not a good answer • Why should we hire you? Tell me about your biggest failure? 3 weaknesses? • Describe when you had to make a decision in a team, without all the information being given. • Link examples to professional experience or extra curricular activities if possible. Need to come off as sincere • Be 100% familiar with everything on your CV! If you had finance experience before, the interview can be more technical • Do you have any questions for me? • Need to prepare 3-5 solid questions. Ask questions appropriate to the profile of the interviewer • Questions regarding compensation and work hours are off limits Tip: Try to find out who the interviewer will be and look up their profile on LinkedIn. @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Assessment Center Overview (AC) • Numerical Tests: Repeat the Numerical Test Using Paper and Pencil. This version is harder than the online tests • Fit/Behavioral interviews: 2-4 30 minute interviews. You will likely meet bankers that are VP and above. • Technical Interview: Could be a case study. Analysts and Associates run technical interviews. • Case Study Presentation: Need to prepare a 5-10 minute presentation. • Group Exercise: 5-8 Participants Tips: • Never say that you are tired. • ACs are different depending on location. In continental EU the technical interviews are more important. • Need to be consistent in all interviews. @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Assessment Center (AC) Preparation • Numerical Test: Practice your numerical test prior to AC. If you do not reach the minimum level you will not be advanced • Fit/Behavioral interviews: Often more important than technical interviews. Need to show passion and energy • Technical Interview: Need to practice 4 types of questions (valuation, accounting, modelling and brain teasers) • Case Study Presentation: Can be a long case 50-100 pages (skimming / time management is key) or short case 3-5 pages (attention to detail is important). Need to demonstrate presentation skills • Group Exercise: Testing your ability to work on a team. Personality type, assertive vs. aggressive. Egocentric people need to bring others into the discussion. Team goal is more important than individual goal Analytical and critical reasoning Verbal communication Industry knowledge Empathy and people skills Innovation and creativity Level of energy and motivation Team work and leadership potential Conflict management Resilience and tenacity Organisation What they will judge (1 to 10) @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Learn about specific deals Preparing deals is extremely important as it will show that i) you have some sort of interest for the business and ii) you understand the dynamics of a deal Key things to prepare Key sources of information Context: players, geography, sector and different stakeholder MergerMarket Sort of deal (IPO, spin-off, merger, acquisition, restructuring etc…) ThomsonOne Financial aspects of the deal Dealbook (NY times) Rationale of the deal: why did this deal happen? SEC.gov Your opinion: why do you think it’s good/ bad – cheap/ expensive etc… Financial times @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Different deal situation Type of situations Type of deals IPO Buy-side Acquisition A deal or live situation Sell-side Merger Restructuring Company Sale A pitch Board Others @ 2016 CoachingAssembly.com, All rights reserved Financing - Equity Financing - Debt 2016/ 17 What you will do as a junior analyst Company profiles LBO model What? Why? Business overview Key financials Key stakeholders Share price performance Calculation of returns What sort of capital structure? What sort of growth prospect? DCF Process Why? Intrinsic value of the business What WACC for the business Internal Working Group List Organize work streams External Teaser and Information Memorandum Merger Model Multiples Organize Due Diligence phase with different advisors on the deal Organize calls and meetings with different stakeholders When? What? When you want to sell a business Why? Transaction multiples Client When you want to buy a business and propose the opportunity Accretion/ dilution Trading multiples Financial and strategic analysis What? Full company overview @ 2016 CoachingAssembly.com, All rights reserved Financial impacts ROI Why? Impacts on ownership How does the business compare to other similar businesses? 2016/ 17 Overview of a process timetable ACTIVITY STAGE 1 Contact Potential Buyers CA's Signed OM's sent to buyers STAGE 2 Apr May 15 Apr 22 Apr 29 Apr Jun 1 May Evaluation of Offers 15 Jun Management Presentations Site Visits Aug 2 Jul 7 Jul 3 Jul 16 Jul 6 Jul 15 Jul 22 Jul Evaluation of Second Round Offers 13 Aug Close Transaction @ 2016 CoachingAssembly.com, All rights reserved Nov 12 Aug 13 Aug Announcement Oct 26 Jun Second Round Binding Offers Negotiate and Execute Contracts Sep 15 Jun 15 Jun Due Diligence Jul 6 May First Round Offers Data Room Access STAGE 3 MONTH 19 Aug 20 Aug 10 Sep 11 Sep 1 Oct 2016/ 17 Prepare and answer in a case study While working on a case study, you need to make sure you think about the entire deal ecosystem/ environment What sort of questions to you need to ask? How can you answer? What is the deal about? IPO, Merger, Partnership, Fund Raising…? What are the resources? Equity, cash, debt others…? What is the best solution? Type of deals and how to go forward Who are the different stakeholders? Equity holders, external investors, debt providers, employees…? What are the different options? Sale, acquisition, capital raise…? Is it feasible? Strategically, financially etc… Who are the different stakeholders? Equity holders, external investors, debt providers, employees…? What is the issue? Lack of cash, expansion, diversification, size down…? @ 2016 CoachingAssembly.com, All rights reserved What is your rationale? Why do you intend to pursue a route more than another one? What are the risks? Execution risks, interlopers risks etc… 2016/ 17 Key operating model mechanics @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Structure of the 3 financial statements @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Structure of the 3 financial statements It is vital to understand these key relationships @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Phone Interview Preparation Sheet First-round phone interviews are generally very predictable, and because they are conducted over the telephone, the interviewer will not be able to tell that you’re referring to reference materials while responding. Thus it makes sense to have this sheet available during the call: FINANCIAL STATEMENTS § 3 Financial Statements: a) b) c) Income Statement Cash Flow Statement Balance Sheet Statement INCOME STATEMENT Revenue - COGS Gross Profit - Other Operating Expenses (SG&A etc.) Operating Income (EBIT) - Non-operating Expenses (Interest Expense) EBT (Earning Before Tax) - Taxes Net Income BALANCE SHEET ASSETS Current Assets Cash & Equivalents Short Term Investments Inventories PP&E (Property Plant & Equipment) TOTAL ASSET LIABILITIES Current Liabilities Accounts Payable Short Term Debt Long Term Debt TOTAL LIABILITIES CASH FLOW STATEMENT 1. 2. 3. Cash Flow From Operating Activities Cash Flow From Investing Activities Cash Flow From Financing Activities @ 2016 CoachingAssembly.com, All rights reserved TOTAL SHAREHOLDER EQUITY ASSETS = LIABILITIES + EQUITY 2016/ 17 Phone Interview Preparation Sheet – Cont’d First-round phone interviews are generally very predictable, and because they are conducted over the telephone, the interviewer will not be able to tell that you’re referring to reference materials while responding. Thus it makes sense to have this sheet available during the call: VALUATION TECHNIQUES § Enterprise Value = Equity Value (Market Cap.) + Debt – Cash + Preferred Equity + Minority Interest § Equity Value = Share Price * Shares Outstanding § Valuation Techniques: a) b) c) DCF Comparable Company Analysis Precedent Transaction Analysis DCF § Valuing a company based on its future cash flows and using a discount rate to value the NPV (Net Present Value) of those cash flows COMPARABLE COMPANY § Valuing a company based on the valuation of similar companies within the same field PRECEDENT TRANSACTION § Valuing a company based on past transaction of similar companies within the same field § Multiple: metric used for valuation § PE Multiple (Equity Multiple) § EBITDA Multiple (Enterprise Value Multiple) § Revenue Multiple (Enterprise Value Multiple) @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Capital structure @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Risk and return across the capital structure Return for a specific stakeholder depend on his aversion to risk @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Security: senior vs. junior securities Seniority matters when things go bad @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Enterprise value calculation @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Key interview questions 1. How do you adjust for Minority Interests and Associates in the calculation of Enterprise Value? 2. What is a debt-liked items? 3. How do you deal with options in the calculation of Enterprise Value? 4. How do you calculate Net Debt and where do you find the information? @ 2015 CoachingAssembly.com, All rights reserved 2015/ 16 Enterprise Value Calculation Equity Value and Adjustments @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Equity value and adjustments Detailed analysis of the equity value includes some adjustments Adjustments convertible bonds Adjustments for options in the money Total Equity Value (including adjustments) Equity Value of shares Equity Value Effect of exercised options using treasury method @ 2016 CoachingAssembly.com, All rights reserved Effect of converted bonds Total Equity Value, including adjustments 2016/ 17 Equity value Basic equity value calculation General calculation § For a listed company, the Equity Value is the market capitalization of the company: ― Equity Value = Stock class A * Share price class A + Stock class B * Share price class B +… § If the price of the stock is very volatile (for none apparent reason), it is possible to take an average of the share price over 1, 3month… period Market Value of Class B shares # of shares outstanding (NOSH) * share price Market value of the Equity Market Value of Class A shares # of shares outstanding (NOSH) * share price NOSH A =100 Share price A = 10 Value A =1,000 @ 2016 CoachingAssembly.com, All rights reserved NOSH B =50 Share price B = 5 Value B =250 Total Equity Value = Value Class A shares + Class B shares Equity Value = 1,250 2016/ 17 Equity value adjustment – options Companies usually have stock option plans General overview and treasury method § Options: financial instruments usually used in employee incentive plans Treasury method and Equity value adjustment § If options are in the money (exercisable and in the money), they are assumed to be exercised ― Awarded to an employee, it gives the right to an employee to acquire a certain number of shares of the company at a normally favourable price (strike price) at a certain moment of time (once the options are “vested”) § Equity Value must be adjusted for Options in the money § We commonly use the treasury method to assess the impact of options on the Equity Value: § The company issues the respective amount of shares § With the proceed of the new issue, the company buys back worth of the same amount of shares @ current market price § From the example on the left side: 1. The company granted options to its employees in T0 2. In T1, the options are in the money, so the employees buy 100 new shares @ $8, which results in a $800 proceeds for the company, which issues 100 new shares 3. With the proceeds ($800) the company decides to buy-back shares on the financial market, listed @ $10: the company buys back 80 Period: T0 Company 100 stock options Strike price: $8 Employee Share price: $6 Exercisable in T1 Ø The result of this process is 20 new shares are trading on the markets at a current share price of $10 Period: T1 Company Company 100 * $8 = $800 100 new shares $800 worth of shares @$10 Employee Market Adjustment for options 20 * $10 = $200 Share price: $10 Options are exercised Share price: $10 Market value of the Equity $1,250 Equity Value $1,450 $800 @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Enterprise Value Calculation Net Debt and Debt-liked Items @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Net debt and debt-like items Further adjustments are usually needed Pensions Leases Net Debt Enterprise Value (excluding adjustments) Total Equity Value (including adjustments) Total Equity Value, including adjustments Total financial debt - cash @ 2016 CoachingAssembly.com, All rights reserved Debt-liked item: operating leases Debt-liked item: unfunded pensions plans Enterprise Value 2016/ 17 Net debt Net debt has to be added to equity value Net Debt If the company has very little debt vs. cash it can have a “net cash” position Long term debt Net debt Cash Equity EV pre adj. Cash equivalent Current portion of long term debt Net debt Short term debt Maturity date: within 1 year Payment of long term debt happening within 1 year @ 2016 CoachingAssembly.com, All rights reserved Maturity date: beyond 1 year Cash in the bank Very liquid financial instruments considered as cash 2016/ 17 Enterprise Value Calculation Enterprise Value Adjustments @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Enterprise value adjustments Value of minority interests Value of investment in associates and JV Enterprise Value (excluding adjustments) Enterprise Value Total Enterprise Value (including adjustments) Minority interests @ 2016 CoachingAssembly.com, All rights reserved Investment in associates and JV Total Enterprise Value, including adjustments 2016/ 17 Other adjustments - minorities Minorities interest – stake not own by the company Minority interests How to adjust for minority interests? § Minority interests appears when a company does not own 100% of a company but consolidate 100% of the profits of the subsidiary ― In the case below, 10% of the consolidated profits do no go to company A and its shareholders § Minority interests are added to get to Enterprise Value § The value which has to be deducted correspond to the market value of the minority interests ― In the P&L, a line “minorities” appears below “Total Net Income” and correspond to the profit attributed to minority shareholders Other shareholder ― We can apply a relevant PE multiple to this number and find the market value of the minority interests Other shareholder § For a quick and dirty analysis, the analyst can take the number in the liability side of the balance sheet corresponding to “Minority Interests” Other shareholder Owns 10% Total Net Income $100 Net Income to shareholders Company A Owns 90% but consolidated 100% of the profits Net Income to minority shareholders $10 90% owned by company 1 Minorities @ 2016 CoachingAssembly.com, All rights reserved $90 PE of 10.0x Value of minority interests = $100 to be added 2016/ 17 Other adjustments – investment in associates Investment in Associates and JV § Investment in Associates (or JV) appears when a company has a participation in another company and holds a minority stake ― In the case below, Company A has 10% stake of another company. It accounts for the revenue in the P&L Other shareholder How to adjust for Associates? § Investment in Associates are deducted to get to EV § The value which has to be deducted correspond to the market value of the investment in associates ― In the P&L, a line “revenue from associates” appears below “EBIT” and correspond to the profit from associates ― We can apply a relevant PE multiple to this number and find the market value of the minority interests § For a quick and dirty analysis, the analyst can take the Other shareholder number in the asset side of the balance sheet corresponding to “investment in associates and JV” Other shareholder Owns 90% EBIT $80 Revenue from associates Company A Owns 10% and accounts for the revenue of the associates in the P&L 90% owned by other shareholders Own by Co A @ 2016 CoachingAssembly.com, All rights reserved $10 PE of 10.0x Value of minority interests = $100 to be added 2016/ 17 Key valuation methodologies @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Overview of valuation methodologies RELATIVE VALUATION COMPARABLE COMPANY ANALYSIS PRECEDENT TRANSACTIONS ANALYSIS ESTIMATED VALUE RANGE DCF ANALYSIS LBO ANALYSIS ABSOLUTE VALUATION @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Comparing valuation methodologies (1/2) METHOD PROS CONS COMPARABLE LISTED COMPANIES ü Market efficiency should ensure that trading values reflect industry trends, business risk and market growth ü Well understood methodology and primary driver of most public company analyst valuations × Truly comparable companies are rare and differences are difficult to account for PRECEDENT TRANSACTIONS ü Reflects value that purchasers have been prepared to pay for control of ‘similar’ assets ü Indicates a range of premia offered (for publicly listed companies) × Past transaction are rarely directly comparable either due to company specific factors or the fact that acquisitions happened at a different point in the cycle × Public data on past transactions can be incomplete, non-existent or misleading @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Comparing valuation methodologies (2/2) METHOD PROS CONS DCF ü Reflects fundamental value of a company’s cash flows ü Less influenced by public market conditions ü Synergy values can be built in by modelling their cash flows × Valuation highly sensitive to underlying cash flows assumptions, terminal value and discount rate × Terminal value often represents a significant proportion of total value × Often viewed as subject to ‘manipulation’ of assumptions and therefore less reliable LBO ü Provides a valuation that is independent of stock and M&A markets ü Determines value that a private equity firm is theoretically able to pay × Standalone LBO will underestimate strategic sale value by ignoring synergies with acquirer × Value obtained is sensitive to projections and views on acquisition price and exit multiple @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Example of a summary valuation page A preliminary valuation implies a value for ABC of c.$160 - $230 $160 EV/EBITDA 2013E $230 100 200 Trading comparables EV/EBITDA range implied by average of peers +/- 0.5x EV/EBITDA 2014E Precedent transactions EV/EBITDA range implied by precedent transactions EV/LTM EBITDA LBO Range implied by 20%-25% IRR with exit in year 5 at entry multiple = exit EV/ LTM EBITDA DCF Value range implied by 8%-10% WACC and 2%-3% perpetuity growth rate EV/EBITDA 2013E 80 180 160 260 140 240 220 320 Share Price @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Key Valuation Methodologies Discounted Cash Flow Analysis @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Key interview questions 1. Walk me through a DCF analysis 2. How do you calculate a WACC? 3. What is the WACC? 4. How do you calculate Terminal Value? 5. What is normalized cash flow? 6. What forecast horizon do you consider? @ 2015 CoachingAssembly.com, All rights reserved 2015/ 16 Overview The DCF is one of the main valuation methods available to the analyst. It is the only stand-alone way to estimate the intrinsic value of a business § The DCF analysis aims to estimate the intrinsic value of a business by calculating the net present value of the generated cash flow § The more certain the cash flows forecast is, the more accurate the value of the business will be § While the DCF is used to value most companies, it is particularly suited for valuing businesses such as mines, oil well, infrastructure assets etc. which have a finite operations life and/or very predictable cash flow generation § The analyst will have to be very carefully in how he/she calculate the key driver of the DCF valuation: ― Free cash flow ― The normalized cash flow ― The weighted average cost of capital ― Terminal Value § To obtain a relevant valuation range, it is important to build sensitivities around key drivers (WACC, perpetuity growth rate) and to cross check Terminal Value calculation (Gordon Shapiro vs. multiple method) @ 2015 CoachingAssembly.com, All rights reserved 2015/ 16 Intrinsic value – Discounted Cash Flow (“DCF”) A method estimating the intrinsic value of a business How to run a DCF Introduction Free cash flows § The DCF analysis estimates the net present value of the future cash flows of a company to the providers of capital of this company § It is an approach which aims at capturing the intrinsic value of a business Key comments § Cash flows used are the “Free Cash Flows to the Firm” (FCF) or Unlevered Free ash Flows: the cash flow generated by the company independently of its capital structure § The DCF valuation is as good as the forecast cash flows ― If the analyst has only 3-year projections, the output will only be some sort of a cross check ― If the analyst is valuing a mine, with a finite life and very predictable cash flows, the DCF valuation will be fairly accurate § A DCF valuation will tend to be higher than the other methods as it is supposed to capture 100% of the intrinsic value of a business @ 2016 CoachingAssembly.com, All rights reserved FCF FCF FCF FCF Norm TV Normalized free cash flow Terminal value calculated using multiple method or Gordon-Shapiro method 1. Build the operating model and projections for the business 2. Calculate Normalized Free Cash Flow based on § Normalized revenue growth § Normalized margins § Normalized D&A § Normalized Working Capital § Normalized Capital expenditure 3. Calculate Terminal Value based on Normalized Free Cash Flow 4. Discount FCF and TV using an appropriate “WACC” (weighted average cost of capital) 2016/ 17 From the operating model to the free cash flow A FCF is the cash flow generated by a business independently of its capital structure Comments § The first step in a DCF analysis is to build an operating model of the business the analyst wants to estimate the value for ― The operating model is either built by the bank or provided by the client § Once the operating model is set up, the analyst has to calculate the unlevered free cash flow ― The DCF aims at estimating the value of an asset regardless of its own capital structure ― All items linked to capital structure have to be stripped off: interests, dividend, debt repayment and issue, equity issue, share buy-backs etc… § Taxes are calculated on EBIT § Capital structure will be later reflected in the WACC § Depending on the business, the projections horizon can vary, but it is common to request/ build a 10-year horizon operating model Simplified financial statements – levered cash flows Levered financials (in $m except specified) 2013E 2014E 2015E 2013E 2014E 2015E Revenue Growth% 150 165 10.0% 183 11.0% 150 165 10.0% 183 11.0% EBITDA Margin % 30 20.0% 35 21.0% 40 22.0% 30 20.0% 35 21.0% 40 22.0% D&A As % of revenue EBIT Margin % Net interest expenses (5) 3.5% 25 16.5% (3) (6) 3.5% 29 17.5% (3) (6) 3.5% 34 18.5% (5) 3.5% (6) 3.5% (6) 3.5% 25 16.5% 29 17.5% 34 18.5% (3) Profit before tax Margin % 22 14.5% 26 15.7% 31 16.9% 25 16.5% 29 17.5% 34 18.5% Taxes Effective tax rate % (4) 20.0% (5) 20.0% (6) 20.0% (5) 20.0% (6) 20.0% (7) 20.0% Net Income Margin % 17 11.6% 21 12.6% 25 13.5% Simplified Cash flow statement EBITDA Dividend Taxes Variation in WC Capital expenditures Net debt service (principal and interests) Cash flow @ 2016 CoachingAssembly.com, All rights reserved Unlevered financials 30 (8) (4) 3 (5) (13) 35 (8) (5) 3 (5) (13) 40 (8) (6) 4 (6) (13) 30 35 40 (5) 3 (5) (6) 3 (5) (7) 4 (6) 3 7 11 23 27 31 2016/ 17 How to get to normalized cash flow For businesses which do not have a finite life, the analyst needs to determinate what the normalized cash flow is Example of a normalized cash flow Forecasts (in $m except specified) Revenue Growth% EBITDA Margin % D&A As % of capex Extrapolation 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E 2022E Norm. 150 165 10.0% 183 11.0% 201 10.0% 220 9.0% 237 8.0% 254 7.0% 269 6.0% 282 5.0% 294 4.0% 303 3.0% 30 20.0% 35 21.0% 40 22.0% 45 22.1% 49 22.3% 53 22.4% 57 22.5% 61 22.6% 64 22.8% 67 22.9% 70 23.0% Long term sustainable margin (11) 100.0% D&A as % of capex @ 100% meaning that the company invest in capex as much as it consumes in its operations (5) (6) (6) (8) (9) (9) (10) (10) (10) (11) 111.1% 111.1% 111.1% 109.7% 108.3% 106.9% 105.6% 104.2% 102.8% 101.4% EBIT Margin % 25 16.5% 29 17.5% 34 18.5% 36 18.0% 40 18.2% 44 18.4% 47 18.6% 51 18.9% 54 19.1% 57 19.3% 59 19.5% Taxes Effective tax rate % (5) 20.0% (6) 20.0% (7) 20.0% (7) 20.0% (8) 20.0% (9) 20.0% (9) 20.0% (10) 20.0% (11) 20.0% (11) 20.0% (12) 20.0% 30 (5) 3 (5) 3.1% 35 (6) 3 (5) 3.4% 40 (7) 4 (6) 3.8% 45 (7) 3 (8) 3.8% 49 (8) 3 (8) 3.7% 53 (9) 2 (9) 3.7% 57 (9) 2 (9) 3.7% 61 (10) 1 (10) 3.6% 64 (11) 1 (10) 3.6% 67 (11) 0 (10) 3.5% 70 (12) (11) 3.5% EBITDA Taxes Variation in WC Capital expenditures As % of revenue FCF Growth % Long term growth rate (aligned to inflation) 2013E 23 27 31 33 35 38 40 42 44 46 47 15.7% 16.4% 4.7% 7.5% 6.9% 6.2% 5.4% 4.6% 3.7% 2.8% Foreseeable future @ 2016 CoachingAssembly.com, All rights reserved Impact of variation of working capital trends to 0 (cash neutral) – growth more linked to inflation than increase in volumes The company invests enough to continue operations Trends to normalized year 2016/ 17 Calculate the weighted cost of capital (“WACC”) The analyst has to give a particular attention to the calculation of the WACC as it is the corner stone of the DCF valuation Comments Cost of equity § Market risk premium: global risk premium (Bloomberg gives this data) § Beta: indication of volatility of the company stock vs. market (data can be found on Bloomberg or on the Barra database) Market risk premium: 6.50% Cost of equity Cost of debt § Credit spread = cost of debt – risk free rate § If the company is listed and mature, credit spread is an average of its current spread on its debt § Credit spread can also be benchmarked to recent peers debt issuances WACC calculation (example) @ 2016 CoachingAssembly.com, All rights reserved Levered company Beta: 1.209 + Equity risk premium: 9.86% Target D/E = 40% Risk free rate: 2.00% + Target leverage/ long term financing structure § Reflects long term leverage in the industry (e.g. what the leverage should be in 10 years, at a sustainable level in the industry) Credit spread: +4.50% Cost of debt Small cap premium § Small cap companies have to incurred a particular premium as judged riskier (the data can be found in the Ibbotson reports, which run linear regression of returns for different classes of companies) § The premium is added to the final calculation of the WACC x Equity risk premium: 7.86% Target D/E = 40% + Risk free rate: 2.00% WACC: 7.10% Pre-tax cost of debt: 6.50% Post-tax cost of debt: 5.20% Marginal tax rate: 20% 2016/ 17 How to calculate the Terminal Value The analyst has different methods when it comes to estimate the Terminal Value (“TV” or “TEV”) for a business which does not have a finite life The TEV is the value of the business at the end of the horizon, it will have to be discounted to the present Gordon Shapiro approach § Formula: Multiple approach § Formula: TEV = Norm Cash flow * (1+g) (WACC – g) Most commonly used TEV = TEV = Normalized aggregate * multiple Normalized EBITDA * EV/EBITDA § Where g is the perpetual growth rate of the business – supposed to be aligned to inflation @ c.2.50% - 3.50% § The Terminal Value is a value of the business when the company § EV/EBITDA multiple must be carefully chosen based on current trading comparable and taken into account a multiple compression reached a steady state of cash flow Example based on previous financials: Example based on previous financials: § g = 2.50% § WACC = 7.10% (assuming no small cap premium) § Normalized cash flow = $47m TEV = TEV = 47 * (1+2.5%) § Normalized EBITDA: $70m § Current EV/ EBITDA multiple: 18.0x § Multiple including compression: 15.0x TEV = 70 * 14.0 TEV = $1,044m (7.10% – 2.50%) $1,052m @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Calculate the EV and build sensitivities In order to calculate the Enterprise Value of a business, the analyst has to discount the FCF and terminal value using the calculated WACC Calculation of Enterprise Value Forecasts (in $m except specified) EBITDA Taxes Variation in WC Capital expenditures FCF Extrapolation 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E 2022E Norm. 30 (5) 3 (5) 35 (6) 3 (5) 40 (7) 4 (6) 45 (7) 3 (8) 49 (8) 3 (8) 53 (9) 2 (9) 57 (9) 2 (9) 61 (10) 1 (10) 64 (11) 1 (10) 67 (11) 0 (10) 70 (12) (11) 23 27 31 33 35 38 40 42 44 46 Discount period WACC Discount factor 0.5 7.10% 97% 1.5 7.10% 90% 2.5 7.10% 84% 3.5 7.10% 79% 4.5 7.10% 73% 5.5 7.10% 69% 6.5 7.10% 64% 7.5 7.10% 60% 8.5 7.10% 56% 9.5 7.10% 52% Discounted FCF 23 24 26 26 26 26 26 25 25 24 Sum of discounted cash flows and TEV 1,052 9.5 7.10% 52% Discounted TEV 548 799 Comments § The sum of the discounted CF and of the TEV is the Enterprise Sensitivities Enterprise value in $m Value of the business § Discount period: we use mid-year period convention ― Cash flow is generating all over the year, to reflect this we discount the cash flow from the middle of each year § Discount factor is calculated as follow 1 Discount factor = (1 + WACC) ^ (1 / discount period) @ 2016 CoachingAssembly.com, All rights reserved TEV Perpetuity growth range 799 WACC range 2.00% 2.25% 2.50% 2.75% 3.00% 6.10% 932 977 1,029 1,088 1,157 6.60% 827 862 900 943 993 7.10% 743 770 799 832 869 7.60% 674 695 718 744 772 8.10% 616 633 652 672 694 2016/ 17 From the Enterprise Value to Equity Value It is important to have an idea of both the Enterprise Value and Equity Value General § Once the analyst has estimated the enterprise value through a DCF analysis, the final step is to deduct the Equity Value of the business To get to a value per share Enterprise Value - Net debt ― When a buyer make an acquisition, if the debt does not have to be refinance, it will buy the equity - Minority interest § The value of the equity obtained, will be the intrinsic value of the equity ― It will be the theoretical value of the shares if these ones + Investment in associates were fully prices = Equity Value / NOSH Value per share § Calculation of the Equity Value from the Enterprise Value may include more adjustments (debt-liked items such as leases, pensions etc.) @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Key Valuation Methodologies Leverage Buyout Analysis @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Key interview questions 1. What are the key leverages of a LBO transaction? 2. What drives return? 3. What are the measure for return? 4. How much debt can you put in a LBO transaction? 5. Why do you use Mezzanine in a LBO transaction? 6. Why do you use High Yield? @ 2015 CoachingAssembly.com, All rights reserved 2015/ 16 Overview of a LBO analysis A method which estimates the value of a business for a financial buyer How to run a LBO valuation Introduction § A leveraged buyout valuation estimates the value of a business, to a financial investors who wants to achieve a target return based on: 1. Build the operating model and projections for the business 2. Set the maximum amount of debt which can be raised to finance the transaction, based on: ― Internal rate of return (“IRR”) ― Type of asset ― Cash on cash multiple/ money multiple (“CoC”) ― Current debt market dynamics and macro-economic § It is a very “individual” valuation, which depends on the amount of debt which can be raised for a LBO transaction, the price of the debt etc… Key comments § Returns expected depends on the nature of the assets (infrastructure, startup etc…) and on the nature of the investors (private equity firm, venture capital firm, infrastructure fund, pension fund etc…) environment ― Capacity of the business to repay the debts 3. Assume value at exit 4. Calculate returns and run returns sensitivities on ― Exit year ― Leverage ― Acquisition and exit multiple § In a LBO transaction, the main factors which determinate a return are: ― Time ― Capital structure at acquisition ― Business performance of the asset during the holding period @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Key drivers We can count 3 main leverages in a LBO transaction. Returns are influenced by time Financial leverage $100m valuation Equity Enterprise Value Debt Company repays debt Equity Debt Operating leverage Enterprise Value Equity Debt Equity Debt Company is acquired at 10.0x EBITDA of $10m Company performs well and reach EBITDA of $15m and is sold 10.0x EBITDA Multiple expansion Enterprise Value Equity Debt @ 2016 CoachingAssembly.com, All rights reserved Equity Debt Company is acquired at 10.0x EBITDA of $10m The sector becomes more attractive and the company is sold 15.0x EBITDA of $10m 2016/ 17 Key Valuation Methodologies Comparable Multiples @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Key interview questions 1. What is the main difference between Trading and Transaction comparables? 2. What multiples will give you a higher valuation? Why? 3. How do you calculate enterprise value? 4. How would you go to select the comparables? @ 2015 CoachingAssembly.com, All rights reserved 2015/ 16 Key Valuation Methodologies Trading Multiples @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Multiples – trading comparables A benchmarking method to value a company Introduction § Value a company comparing its trading and operating performance to the one of its peers § This methodology assumes efficient financial markets ― The value of a listed company is fully reflected in its share price How to run a trading comparables analysis 1. Create a pool of listed peers § Carefully select peers § Key criteria: sector, size, geographies, growth profile etc. 2. Select the relevant multiples to be used § Key multiples include: § Possible retreatment of EBITDA to EBITDAR (i.e. EBITDA before rent), EBITDA vs. earnings multiples ― EV/ Revenue 3. Calculate last 12 months and forward looking multiples set ― EV/ EBITDA ― P/E Key comments § When using this valuation method, it is vital to keep consistency in the calculation of the multiples ― Numerator and denominator of the multiple have to be consistent: if we adjust the EV for Investment in associates, the analyst needs to be sure that EBITDA reflects it § Value drivers are: growth and margin evolution § The multiples do not take into account any control § Calculate Enterprise Value for all peers § Be consistent in the different adjustments 4. Calculate averages and median § Calculate relevant multiples average § Deduct a valuation range 5. Apply the multiple range to the valued company’s relevant aggregates § Apply valuation range to relevant financial aggregates (Revenue, EBITDA, EBITDAR…) premium @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Multiples Enterprise value vs. equity value multiples ENTERPRISE VALUE SALES RETURNS TO EQUITY AND DEBT ENTERPRISE VALUE EV / SALES EV / EBITDAR EV / EBITDA EV/ EBIT RETURNS TO EQUITY EQUITY VALUE P/E EBITDAR EBITDA EBIT NET INCOME EQUITY VALUE @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Selecting the peer universe BROAD UNIVERSE REFINED SET INDUSTRY § § § LOOK AT BROKER AND RESEARCH REPORTS CAPITAL IQ / FACTSET SCREENING PRODUCTS SCALE GEOGRAPHY ASK YOUR TEAM GROWTH PROFILE FINANCIAL STRUCTURE @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Example of a trading multiples page A benchmarking method to value a company @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Example of a trading multiples page – cont’d A benchmarking method to value a company @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Key Valuation Methodologies Precedent Transactions @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Multiples – precedent transactions A benchmarking method to value a company and the premium for its control How to run a precedent transactions analysis Introduction § Compares the multiples implied by selecting M&A transactions involving companies with similar characteristics § Multiples are “real” in the sense previous buyers agreed to pay the price 1. Create a pool of listed peers § Carefully select peers § Key criteria: sector, size, geographies, growth profile etc. 2. Select the relevant multiples to be used § Possible retreatment of EBITDA to EBITDAR (i.e. EBITDA before rent), EBITDA vs. earnings multiples Key comments 3. Calculate multiples set § While in theory the analyst should calculate forward looking - Reliability + multiples, the date is usually not available – historical multiples are generally retained Sources of information: Transaction announcement Investors presentation Latest financial report Dedicated database Broker notes issued at the time of the deal Press, mergermarket Company sources Third party sources § Drawback is that transactions happened in the past, in another environment (economic, social etc…) § The multiples take into account a control premium – transaction multiples are generally higher than trading multiples @ 2016 CoachingAssembly.com, All rights reserved § Calculate Enterprise Value for all peers § Be consistent in the different adjustments § Ideally it would be great to have the forward looking multiples but, at the moment of the transaction, the buyer must have had private information about the target to draw its own forecasts 4. Calculate averages and median § Calculate relevant multiples average § Deduct a valuation range 5. Apply the multiple range to the valued company’s relevant aggregates § Apply valuation range to relevant financial aggregates (Revenue, EBITDA, EBITDAR…) 2016/ 17 Example of a transaction multiples page A benchmarking method to value a company and the premium for its control @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Key Valuation Methodologies Merger Analysis @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Key interview questions 1. What is a quick way to estimate if a transaction will be accretive or dilutive? If it is a 100% stock offer? If it is a 100% cash offer? 2. Walk me through a basic merger model 3. What’s the difference between a merger and an acquisition? 4. Why would a company want to acquire another company? 5. What are the adjustments made for an acquisition? 6. Why would a strategic acquirer typically be willing to pay more for a company than a private equity firm would? 7. What are synergies, and can you provide a few examples? 8. Are revenue or cost synergies more important? 9. Explain what a contribution analysis is? @ 2015 CoachingAssembly.com, All rights reserved 2015/ 16 What is a merger? CONCEPTS § § A merger is a generic word for all types of combinations of trade companies 1. Various investors 2. Various structures 3. Various targets A merger model is a simple sum of the bidder’s and target’s financial aggregates coupled with transaction financial impacts KEYS TO A SUCCESSFUL MERGER §1 Find the right target… § Industrial rationale § Financial rationale §2 …that creates value for shareholders… § Synergies § Re-rating § EPS accretion §3 …while remaining financially balanced § Rating considerations @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 What is a merger? cont’d KEY LEVERS §1 Price paid ― A premium over reference share price… ― … justified by a significant amount of synergies… ― … and aligning bidders’ and sellers’ shareholders’ interests §2 Transaction structure: Cash & shares mix ― Driven by shareholders requirements and … ― … rating considerations §3 P&L impacts ― Level of synergies ― Cost of acquisition debt ― Proforma assumptions (i.e. tax rate, payout ratio…) @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Impacts P&L CASH FLOW BALANCE SHEET • Synergies • Same as P&L • Goodwill • Financing costs • New dividend policy • Net debt • Transactions costs • Other synergies (capex, working capital,…) • Equity PRUDENTIAL RATIOS SHAREHOLDING RETURN OF TRANSACTION • Impacts on prudential ratios • NOSH • ROCE of transaction • Net debt/EBITDA • Shareholding structure • EPS relution • EBITDA interest coverage • Sharing of the synergies • Gearing • Capital gain /IRR for sellers @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Merger model guided tour COMPANY INPUT MERGER MODEL OUTPUTS Pro forma financials Buyer Combination Accretion/ dilution Buyer + Target Leverage Target Shareholding @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Contribution analysis: how does it look like? CONTRIBUTION (%) ACQUIRER TARGET COMBINED ACQUIRER TARGET ENTERPRISE VALUE METRICS Revenues 2014E 800 300 2015E 850 330 2014E 85 30 2015E 90 32 Current Market 20 80 @ 25% Premium 25 85 EBITDA Enterprise Value @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Key Valuation Methodologies Overview of Restructuring @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Key interview questions 1. What a restructuring situation? 2. What are the main things you look for in a restructuring situation? 3. What can you tell me about seniority? @ 2015 CoachingAssembly.com, All rights reserved 2015/ 16 Introduction What is a Restructuring? § A financial restructuring is typically required when a company can no longer repay its debts § Typically occurs when a company’s enterprise value (that is, the total value of its operating assets and non-operating assets) is less than the value of its total debt and obligations § Obligations can include bank debt, bonds, and other financial liabilities § In some situations a company may be able to meet all of its interest payments, but unable to satisfy debt maturities § If a company is unable to repay or refinance its outstanding obligations it will typically have to restructure its balance sheet @ 2015 CoachingAssembly.com, All rights reserved 2015/ 16 Capital structures - where does the value break? Capital Structure Overview Equity Out of the Money PIK Notes Value breaks Second Lien Secured Debt In the Money First Lien Secured Bank Debt @ 2015 CoachingAssembly.com, All rights reserved 2015/ 16 Financial restructuring scenarios Healthy Company HEALTHY COMPANY VALUATION Value Liquidity Obligations Unlevered Cash Flows Cash Interest Cash Flow For Debt Repayment EQUITY VALUE ENTERPRISE VALUE OBLIGATIONS @ 2015 CoachingAssembly.com, All rights reserved 2015/ 16 Financial restructuring scenarios Distressed company, pre-restructuring DISTRESSED COMPANY - PRE-RESTRUCTURING VALUATION Liquidity Value Obligations Out of the Money EQUITY VALUE ENTERPRISE VALUE OBLIGATIONS @ 2015 CoachingAssembly.com, All rights reserved Unlevered Cash Flows Cash Interest Cash Flow For Debt Repayment 2015/ 16 Financial restructuring scenarios Distressed company, pre-restructuring DISTRESSED COMPANY - POST-RESTRUCTURING VALUATION Value Liquidity Obligations Unlevered Cash Flows Cash Interest Cash Flow For Debt Repayment NEW EQUITY VALUE ENTERPRISE VALUE NEW OBLIGATIONS @ 2015 CoachingAssembly.com, All rights reserved 2015/ 16 Conclusion Q&A @ 2015 2016 CoachingAssembly.com, All rights reserved 2016/ 17 2015/ 16 Key operating model mechanics @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Top-line drivers @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Top-line drivers @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Key cash flow items - drivers @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Depreciation & PP&E - drivers @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Capital structure @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Capital structure - key considerations To understand the capital structure, the analyst has to identify stakeholders by risk and reward allocation @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Enterprise value calculation @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Equity value adjustment – convertible bonds Convertible are a debt item but can be converted into equity General overview § A convertible bond is a usual bond assorted of a right to be Equity value adjustment § A company has 10 bonds with a market value of $8 each converted into equity § Share price is at $10 ― The company pays interest to the bond holders and repays § The bonds are assorted with a conversion right to stock as principal follow: 1 bond = 1 right and 1 right = 1 share § The clauses of conversion of a bond can differ from one case to another. The conversion right can be exercised: § Before conversion: Bonds $80 ― At a change of control (if the company is acquired) ― If the share price of the company reaches a certain threshold ― Etc… Total $1,530 Equity Value $1,450 § What happen in the case where bond holders decide to convert their bonds? § After conversion: ― The company will issue new shares corresponding to the conversion agreement Bonds $80 ― The exercised bonds are extinguished § If we assumed that the bonds are converted into shares, they can’t be considered as debt anymore! @ 2016 CoachingAssembly.com, All rights reserved Equity Value $1,450 New equity $100 $100 new shares issued trading at $10 Total $1,550 2016/ 17 Debt-like item adjustment - leases Operating leases can be considered as debt items Adjustments for leases General overview General overview Before adj. Adjusted § Operating lease vs. financial lease Lease expense (20) 0 § Operating lease: impact is an expense on the income Implied EBITDA 200 220 Lease on balance sheet (debt like item) 0 200 Impact on Enterprise Value 0 +200 10,000 10,200 statement (rent) ― Operating lease will be considered as a “rent”, as an operating cost and will be taken into account in the EBITDA § Financial or capital lease: is accounted as if the company Enterprise Value purchased the asset through debt financing ― The asset appears on the Balance Sheet and is depreciated (P&L) ― Interest on the loan appears in the P&L Converting an operating lease to financial lease § As a rule of thumb, you can multiply the operating lease expense by 10 to obtain the liability amount of an potential capital lease (assumes a 10% interest rate) @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 Debt-like item adjustment - pensions Pensions can be considered as “debt” to employees Adjustments for pension plans General overview § Most large companies have pension plans for their employees, to prepare them when they retire § For this, the company will put some money on the side, invested in pension plans § If a company has a funded pension plan then some Unfunded plan Present value of pension obligation $1,000 adjustments have to be made Fair value of planed assets $600 ― The adjustment is made only if the company has an unfunded status on its pension plans ― If the company has an overfunded position, nothing is taken into account § In this case, the unfunded pensions plan is $400, meaning that, theoretically, if the company had to pay the pensions of all its employees it will be $400 short, will have a “debt” of $400 § This unfunded amount has to be taken tax free as considered as debt: $400 * (1 – tax rate) § This information can be found in the note at the end of financial reports (10K, annual reports, 10Q, quarterly report) @ 2016 CoachingAssembly.com, All rights reserved 2016/ 17 For more information Contact details Thomas Viguier thomas.viguier@coachingassembly.com +44 74 5362 3817 Guillaume Tardy-Joubert guillaume.tardy-joubert@coachingassembly.com +44 74 5688 6080 @ 2015 2016 CoachingAssembly.com, All rights reserved 2016/ 17 2015/ 16