Deal option - unclear consideration
Hello to everyone I apologise if my question is silly, but I'm not a specialist in investment banking and M&A.
I encountered an unclear option for incorporatiion of JV. The situation is as follows: 1) Currently the Target is fully owned by a company A which also provided a loan to the Target. 2) A company B wishes to acquire a 30% stake in the Target. 3) The parties agreed upon that the Target will issue additional shares to be acquired by the company B. Number of new shares to be issued will be calculated in such a way as to make ownership of 70/30. Proceeds from this share issue will be used to repay the Target's debt to the company A. The remaining cash will be used to fund the Target's capex program. Afterwards, CAPEX will be funded on a pro-rata basis by the both owners 4) The company A proposed that cash injection to be paid by the company B should be: Consideration + (Consideration - Debt) * 30% / 70% where Consideration = 30% of EV
Frankly speaking, I can not understand the rationale behind this pricing, especially denumenator... I expected the cah paid to be (EV-Debt) * 30% as usual. However, here there is a tricky moment that the owners will not incur additional cash outflows for capex because the excess cash (which remained after debt repayment) will be used instead - see below
Before the transaction the company B had a valuation model with cash outflows for capex in the year t=1 of, say, USD100. Based on this model, B calculated the EV and Eq V (say, USD1000). If B pays USD1000 and actual cah flows equal forecasted cash flows, NPV of such deal will be zero.
However, under the proposed option, B pays 1000 and the target repays its debt to A of, say, 960. Therefore there are USD 40 left which is used for capex. Therefore, additional capex requirement (and cash ouflow) is 100-40=60 only or USD18 for company B given pro-rata financing. Therefore, NPV becomes positive. I understand that the price to be paid for the shares should be adjusted for this but I don't understand how and how the formula proposed by the company A (see above) takes it into account
Will be happy to see you advice
