IPO vs. Merger Model
Hey guys, I had an interview yesterday and one of the questions was: Walk me through the difference between a IPO and a Merger model.
My answer was pretty much: For an IPO model, you're looking at a private company so information is usually harder to obtain. You're also focused on a standalone company valuation. Conversely, looking at a merger model, you're looking at multiple companies, and trying to figure out the Accretive/dilutive effects of the merger with synergies.
He said "that that's one difference, now give me the second one."
Can anyone help me out on this one?
IPO discount
IPO discount vs M&A control premium?
Good call. Thanks.
Yeah typically you'd model in an IPO discount of 10-20% off of fully distributed value (where you see the stock trading long term).
On the other hand you have M&A model which should account for some sort of premium.
You can also talk about consideration, M&A may be funded through a variety of sources: cash, debt, stock, or a mix.
Honestly an M&A model an an IPO model are very different from each other, never heard anyone ask this question.
lame question...comparing apples and oranges
I would argue the same - they're two different models run for entirely different purposes... IPO models typically are run to figure out what stock price a company could feasibly IPO at, via multiples analysis (I disagree with the poster above who said simple DCFs, very rarely are IPO's priced off DCF, mostly multiples)
M&A models can be created for any number of purposes however.... and can include multiples analysis as well, not sure it would be appropriate to compare them however.
That's probably how I would preface the answer, and then walk through my understanding of each.
IPO's don't always have discount ... you can model it in or you can't Like previous post said ... apples and orange.
IPO models are usually just simple DCFs
Exactly... that's what I thought. Surprised me completely though.
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There are many more totally legit differences. In fact there are very little things that would be the same.
First, in an IPO model for a client you'd want to be very focused on year 1 and year 2 out of the gate, and would want to be reasonably conservative in your assumptions. On a sell-side, you'd want to be focused more on years 5-7 and not be so conservative since you are selling the whole company.
Second, in a merger model, you -- yes have 2 firms -- which is clearly the most obvious point. But, more importantly the value should reflect expense or revenue synergies, like closing overlapping manufacturing facilities or cross-selling hardware and software products to new customers or new regions.
Third, a merger model had tons of diferent outputs and things you'd look at. Accretion/dilution, pro forma balance sheet, transaction structuring, tax structuring, etc.
Many more. But its a decent question for someone who knows very little and could smoke out. But probably better just to hear the answers. I'd have asked, "in what way are you looking for diferences. in the base model of the fin statements or in the outputs or in the valuation" that would likely be the best answer and one that would show you have true insight into the business.
^^^ That just affirm the fact that its apples to oranges ...
The "legit differences" just reinforce the fact that you shouldn't be comparing the two to begin with.
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