Investment Banking Terms & Concepts
Welcome back to the QuickFin Dictionary! Providing quick and easy explanations for frequently used finance terminology, today’s topic: Investment Banking
- Leveraged Buyouts (LBOs): when a company borrows money for the acquisition of another firm – also mentioned in the Private Equity Finchat
- Usually most LBOs have a high ratio of debt (ex.90%) to equity (ex. 10%) that they use to finance the acquisition
- Done to conduct an acquisition without committing a lot of their own capital, and hence making larger returns on equity invested
- Ideally the company that is being acquired should be stable enough to produce steady cash flows, as this is the main source of debt repayment
- Because the acquired company’s cash flows are what is used for debt repayment, sometimes they end up going bankrupt as they cannot repay the debt
- These are often conducted by private equity firms either to make a public company private, transfer private property or sell off a portion of a business
LBO Model: software that evaluates a leveraged buyout transaction and earn the highest possible return, as measured by the Internal Rate of Return (IRR)
- A company first lists any assumption mad about inputs and financing, followed by a collection of the company’s financial statements
- The statements are then used for financial modelling and to draw up a transaction balance sheet to determine the financial changes to the company after the buyout, or after recapitalization
- The firm’s debt and interest schedules are also analysed to model all the debt involved in the buyout, which are then assessed using several different metrics such as debt/EBITDA, interest coverage ratio, debt service coverage ratio, and fixed charge coverage ratio.
Mergers and Acquisitions:
- Merger: two firms joining forces via mutual agreement to move forward as a new single entity (the original company/ies cease to exist)
- Usually done through consultation of their board of directors and shareholder approval
- New name, structure and ticker symbol often created
- Acquisitions: one company buys a majority stake in another, often regarded as a hostile or unfriendly takeover
- The company does not change its name, legal structure or ticker symbol
- Merger: two firms joining forces via mutual agreement to move forward as a new single entity (the original company/ies cease to exist)
- Synergy: the added value the two companies receive from joining forces; the main reason behind the merger or acquisition
- Actual value and reasons of synergy vary from agreement to agreement but some examples include: cost reduction, revenue gains, tax benefits and a lower cost of capital
Merger Model: analyzes the combination of two companies that come together through a merger or acquisition, its main steps are as follows:
- Making acquisition assumptions: the value that is to be paid/received, whether the payment will occur through cash or shares, valuation of synergies and forecasting finances and operations
- Making projections: using the assumptions, analysts create financial projections to determine if the merger/acquisition is worth it
- Valuation of each business: both the acquiring company and the target company (being acquired) are then evaluated to determine their market values
- Adjustments: several adjustments are made to each company’s balance sheets to value things such as goodwill, stock shares and options
- Deal Accretion/Dilution: a test determines the effects of the merger/acquisition on the buyer’s Earnings per Share (EPS) before closing a deal
The Bottom Line: Just like Investment Bankers, you too now have the background you need when speaking about Leveraged Buyouts, Mergers and Acquisitions!