Confusing Sources and Uses of 3 Entities, Intercompany Loan Payoffs


Hello - thank you in advance for reading. I have 1-3 questions regarding a sources and uses for the following transaction.

There are three entities, call them A, B and C:

  • A and B each owe C money in the form of loans

  • C owes a "bridge loan" to the current GPs (pro-rata, i.e. 90-10)

  • The GP in this case are Bob (90%) and John (10%)

  • Bob wants/decides to sell his 45% stake in all three entities to a new investor, and John will keep his 10%

  • Any existing cash is left on Balance Sheet, and existing term debt is simply rolled over

See attached my calculations (yellow and box means plug) and my two questions for you all:

  • Am I correct in saying that this new investor pays $114 in cash but only receives $103 in equity, due to balance sheet clean-up?

  • Is this statement correct "we are valuing the company at $228, so 45% stake implies that $103M of cash is needed before fees, but $114 is contributed to due balance sheet clean up?"
    ...something is't making sense and I think I am missing something here...

  • Excluding the bridge loan - "how much cash does Bob receive?"
    I think that this is $103, correct?

 

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