Accretion / Dilution - Question

1) Assumptions: P/E target 10x; P/E acquiror 20x; 10% interest on debt -100% Stock = Accretive -100% debt = Accretive -x%Stock & x% Debt = ?

2) Assuming two financing structures: 1) 60% debt, 40% stock; 2) 60% stock, 40% debt

Is there a quick and dirty way to determine which acquisition financing structure will be more Accretive?

I understand the more debt (cash) used to finance a transaction, generally the more Accretive the transaction will be, but I would like to know if there is any way to calculate (quickly using mental math) the difference in accretion.

Thanks in advance.

6 Comments
 
Best Response

You gave two of the exact same considerations, but I think you meant one was 60% debt, 40% equity and the other was 60% equity, 40% debt?

We already know the cost of debt after-tax is basically 10%*(1-T) in the deal. The cost of equity after-tax is inverse buyer's P/E (since you are using your own shares to fund the deal) so it would be 10% flat. Debt is cheaper and so the first set of considerations I listed should be more accretive.

To determine the numerical difference between the two consideration structures you would have to assign share price values and a number of shares. So let's say Buyer Co has 10 shares worth 10 dollars each with $1 of EPS each ($10 earnings total, 10x P/E, $100 dollars of shares total) and Seller Co has 10 shares worth 20 dollars each with $1 of EPS each (10 earnings total, 20x P/E, $200 dollars of shares total). Debt has a 10% flat rate pretax. Let's also assume a 40% tax rate.

In Situation A (60% debt, 40% equity) you pay for 120 dollars of the company with debt, at an effective rate of 6%. The other 80 is paid for by issuing 8 new shares. You now have 20 dollars of earnings but you have to pay $7.2 on the debt and you have 18 shares. Your EPS is around $0.71 per share.

In Situation B (40% debt, 60% equity) you pay for 80 dollars of the company with debt, at an effective rate of 6%. The other 120 is paid for by issuing 12 new shares. You now have 20 dollars of earnings but you have to pay $4.8 on the debt and you have 22 shares. Your EPS is around $0.69 per share.

I also don't know why you are making the assumption that the deal is Accretive in an equity swap. This is impossible given the P/E numbers you listed, as the buyer shares are worth basically half of the seller's shares. (100% stock situation is always dilutive given a buyer P/E which is lower than seller's P/E). Also, looking at the rough math that I did I have no idea how this deal could be Accretive in an all-debt situation either since the interest rate is so high.

 

Spot on with the last statement that the transaction will generally be dilutive with the buyer's P/E being lower than the seller's in an all-stock deal. However, I just want to correct your math a bit. In both scenarios, you say 300 dollars of earnings, but you are thinking of market cap in that case. Adding stand-alone earnings would put consolidated earnings at 20 before considering synergies and the effects of interest and tax expense.

 

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