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IB Manual – Precedent Transaction Analysis

Deriving an implied market valuation for a company in an acquisition context

Precedent Transaction Analysis Guide

Precedent transaction analysis is used to derive an implied market valuation for a company, either public or private, in an acquisition context. Essentially, a precedent transaction takes the point of view of the acquirer from previous M&A deals to see how much it cost to acquire a similar business. From past deals, valuation multiples can be derived by dividing the transaction value by the target company’s financials. The valuation multiples are applied to the company being valued in order to give a theoretical value of the business.

This is an excerpt from CFI’s free investment banking manual on how to be an analyst.

 

Relevant transactions

Precedent transaction analysis looks at recent acquisitions in the relevant sector. Comparable companies follow similar business activities and ideally operate in the same geographical areas. The target companies (both precedent and intended target) should possess similar:

  • Business activities
  • Geographical location
  • Size
  • Growth profiles
  • Profitability profiles
  • Accounting policies
  • Public vs. private

 

While the previous transaction should:

  • Show similar acquisition proportions
  • Be for similar considerations (cash vs. debt vs. equity)
  • Involve similar bidder companies (trading vs. private equity)
  • Arise during similar equity market conditions
  • Show similar transaction profiles (recommended offer vs. hostile bid vs. contested)

 

Mechanics

Summary transaction information

 

DataDescription
DateAnnouncement and/or closing date of transaction
BidderAcquirer, including parent company if subsidiary
TargetAcquiree, including parent company if subsidiary
Target - business descriptionDescription of target’s business activity
Local currencyCurrency in which the transaction took place
Acquired stakePercentage of the target being acquired (usually 100%)
Equity valueEquity consideration to be paid by the bidder
Grossed-up equity valueThe equity value adjusted when the acquired stake is less than 100%, to reflect the equity value for 100% of the target
Net debt acquiredTypically, the net debt of the target. However, special arrangements are possible whereby the acquisition is debt-free or the bidder agrees to take on only part of the target’s debt
Implied enterprise valueGrossed-up equity value plus net debt acquired

 

Exchange rates

Use the same currency in both numerator and denominator:

  • P&L historic – use average exchange rates for the period
  • P&L forecast – use most recent exchange rate
  • B/S – use the exchange rate at the date of the BS

 

Deferred payments

When acquiring a business, a company may defer part of the consideration it offers (pay later) because:

  • The management of the target company holds significant stakes in the business, ensuring they continue to work for the company post-acquisition
  • The consideration is payable at the acquired company meeting or exceeding the projections contained within its business plans
  • Tax restructuring reasons.

For deferred consideration, ensure the terms of how it has been created are noted.  Include both values and the range of multiples.

 

Equity value vs. Enterprise value

The equity and enterprise values are always for 100% of the target company. If Bidder buys 50% of Target, the equity and enterprise values are the implied values for the entire company. Buying 50% of a company for $10,000,000 implies that the company is worth $20,000,000. If Bidder buys less than 100%, the amount paid represents a portion of the equity value.  Enterprise value is calculated by grossing up the equity value to 100% and adding net debt. However, if Bidder buys all of Target, the Bidder will also assume all of Target’s liabilities, and what is described as “amount paid” might or might not include the debt.  It is important to understand what the amount paid represents to avoid calculating incorrect transaction multiples.

 

Share options and convertible debt

All profitable options are excisable upon acquisitions and should be converted when calculating equity and enterprise value.

 

Examples of multiples

 

Examples of Multiples in precedent transaction analysis

 

Private transaction multiples

Valuation multiples can be derived by dividing the transaction value by the target company’s financials.

 

Private Transaction Multiples

 

Public transaction multiples

For private transactions, by looking at historic precedent transactions, valuation multiples can be derived by dividing the transaction value by the target company’s financials (or other metrics such as subscribers, square feet, etc.).

 

Public Transaction Multiples

 

For a public company transaction, the premium paid alludes to the fact that a bidder will typically pay a premium above the market valuation to obtain control over the target, the takeover premium.

 

Precedent transaction example

 

Precedent Transaction - Example

 

Valuing the target

There are numerous ways to select the appropriate transaction multiple from the transaction database:

  • Average/median of the transactions
  • Average excluding outliers
  • Range around the average
  • Identify highest and lowest likely prices.

The best method will depend on:

  • Quality of the information going into the precedent transactions database
  • Audience
  • Situation/environment

 

The following table provides an example of a transactions analysis:

 

Transactions Analysis - Example

 

Checking precedent transaction anlaysis

  • Always check your work.
  • Comparable multiples should be checked with the broker to see if they are reasonable.
  • Footnotes should be used for all assumptions and points of interest.

 

Valuation football field

Football fields show the valuation of a company according to different methodologies as the following examples show:

 

Valuation Football Field - Example 1

 

Valuation Football Field - Example 2

 

Control premiums

The takeover premium is the amount in excess of the quoted value of a company that an acquirer pays. It is otherwise knowns as a “premium for control.”

The ability to control a company has a value:

  • Complete control (majority)
  • Partial control (minority, significant influence, joint control)

A block of shares providing some level of control may be worth more than the sum of the values of the single shares so transaction multiples are higher than the trading multiples of the company. Premiums are more expensive for larger shares of control (the premium for 100% of a company is significantly more than for 5% of a company).

 

Why pay a premium?

The ability to control a company has a value, but value in a corporate sense must be represented by future cash flows.  When the equity markets value a company, they are assessing the PV of its future cash flows. The PV of future cash flows is the underlying reason for a takeover.

 

Synergies

Takeovers are conducted premium for the purpose of achieving synergies; how much additional cash can the bidder earn from the target that is not available to:

  • The market; or
  • The current owner (in a private transaction)

Synergies mean that cash flows discounted by bidders are higher than the cash flows being discounted by the market (or current owner).  This, therefore, sets a limit on how much the bidder can pay.  If the acquisition is going to add any value to the bidder, then the amount actually paid is generally less than this maximum.  Precedent transaction multiples are impacted by the split of value of synergies between target and bidder.

 

Drivers of equity return in an LBO

A Leveraged Buyout (LBO) is conducted by using a significant amount of borrowed money to meet the cost of acquisition of an acquiree. In doing so, the LBO team must see different benefits from paying a premium for the target.

 

Benefits of leverage

  • Tax savings from interest
  • Downside limited to equity capital injected
  • Potentially high upside for equity holders

 

Problems with precedent transaction analysis

The process of precedent transactions analysis can face a number of problems, including:

  • Widely dispersed valuation multiples
  • Differing stakes
  • Access to information/quality (Private deals)
  • Differing reporting standards
  • Volatility of public markets

 

Additional resources

Thank you for reading this section of CFI’s free investment banking book on precedent transaction analysis. To keep learning and advancing your career, the following resources will be helpful:

  • Pitchbook – Precedent Transaction Analysis
  • Transaction Multiple
  • Private Company Valuation
  • Football Field Chart Template

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