Negative Net Debt in an Acquisition
Hi Guys,
Hi have a have a couple of questions that confuse me:
1) If I am going to acquire a company with negative net debt, should the price I need to pay be tied to the equity value or I buy the company at the Enterprise Value (i.e paying a lower price)? What I mean is, when the Equity Value is larger than the Enterprise Value, does the Equity value repreesents the floor in the M&A transaction?
2) If I am buying a minority stake (let's say 30% of a company which prior to the acquisition was wholly owned by only one shareholder), I am not taking a controlling position. In this case, should the price I pay for it be equal to 30% of the Equity Value or Enterprise Value?
Thanks a lot in advance for your help.
I'm assuming you're looking at taking a ~30% stake in a private company.
The way I'd look at it is this - pay for what you have claim to, which is really the equity value. However, cash is taken into consideration in equity value. Ex: AAPL's market cap is $800B, and I believe they still have a lot of net cash. If they have $150B of net cash, I'd look at it as AAPL's ongoing ops are worth $650B, and their cash is $150B, getting to $800B. I take that cash into account when deciding what I think the stock is worth. It could be paid out as a dividend (or used for buybacks) or it could be used to generate future returns. In this case, I'm giving them 1:1 credit. For a company that's burning cash and/or has poor management that has been to known to waste $ or do bad acquisitions, I might not give full credit for the cash - I'd discount it as a margin of safety for them making stupid decisions.
So I'd do this - figure out what the ongoing operations are worth, and then take into account the excess cash. Let's say the business generates $100 in earnings per year and has $50 in excess cash. You might be willing to value the entire business at 3x earnings + the excess cash ($350). You'd then pay 30% of this ($105), although as the poster above me pointed out, you should also discount your minority stake due to lack of control. So maybe you'd discount it slightly and only pay $90 for the 30% stake.