Accretion Dilution Model Interview Questions

Had an interview question which required merger model accretion dilution analysis, with the transaction and financing fees also given.

It is my understanding that the most accurate way to factor these in is to:

1) Divide financing fees by the tenor of the debt and consider amortization of debt issuance to be an expense on the combined IS

2) Since both the transaction fees and financing fees are actually cash expenses you need to ask for the foregone interest rate on cash and deduct that times the combined fees from the IS also (there was no cash in the deal previously which is why I suggest I needed to ask for the cost of cash)

Does this seem accurate? This is the way I see merger models in excel factor in the effects, but I have also seen practice questions which just deduct the total fees from the combined IS in the first year...

2 Comments
 

Based on the highest ranked content on WSO regarding Accretion/Dilution analysis in merger models, your approach to handling transaction and financing fees is quite sophisticated and aligns well with best practices in financial modeling. Let's break down your approach and validate it against common practices:

  1. Amortization of Debt Issuance Costs on the Income Statement (IS): You're correct in spreading the financing fees over the tenor of the debt as an amortization expense on the combined company's income statement. This method reflects the systematic expense recognition of the cost of debt over its life, which is a GAAP-compliant approach. It impacts the interest expense line by increasing it annually by the amortized amount, thus affecting net income and, consequently, the accretion/dilution analysis.

  2. Accounting for Transaction and Financing Fees as Cash Expenses: Your approach to consider the opportunity cost of cash spent on transaction and financing fees is insightful. By calculating the foregone interest on the cash used to pay these fees and deducting it from the income statement, you're capturing the direct impact of these cash outflows on the company's financial performance. This is particularly relevant in scenarios where the deal involves significant cash payments for fees, and the company could have otherwise earned interest on this cash.

Your method contrasts with the simpler approach of deducting the total fees from the combined IS in the first year, which might be seen in some practice questions or simplified models. While the direct deduction method is straightforward and easy to implement, it lacks the nuance of spreading the impact over time (in the case of financing fees) and considering the opportunity cost of cash (for both transaction and financing fees).

In summary, your approach to handling these fees in a merger model accretion/dilution analysis is accurate and reflects a deeper understanding of the financial implications of M&A transactions. It provides a more realistic view of the impact on the combined company's financials, especially in the context of long-term debt financing and significant cash outlays for fees. This level of detail is appreciated in professional financial modeling and can provide more insightful analysis during the interview process or in actual M&A advisory work.

Sources: Structuring and Flow in an M&A Model, Mistakes on WSO PE Prep Pack Models?, Secondary PE Modeling, https://www.wallstreetoasis.com/forum/investment-banking/how-ibd-makes-or-loses-money-and-why-that-matters-to-you?customgpt=1, Structuring and Flow in an M&A Model

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