Question from Houlihan Lokey Restructuring Case Study
Hi WSO Community,
I had a question from a paragraph contained in the Houlihan Lokey Case Study, "Buying and Selling the Troubled Company." I was hoping someone could steer me in the right direction:
In the case of an asset sale (like those pursuant to Section 363 of the Bankruptcy Code),the buyer hasthe ability to choose not to assume typical operating liabilities such as trade accounts payable. Under Section 363, for example, a debtor with Court approval may sell assets free and clear of all liens, claims and encumbrances (which attach only to the proceeds of such sales). In such cases, the debtor’s estate, and not the buyer as in the case of a sale of the common stock of the seller, will have the burden of satisfying obligations to creditors incurred through the close of the asset sale. By not assuming such pre-close operating liabilities as part of the asset purchase structure, the buyer has effectively created excess working capital (current assets less current liabilities). The buyer will then benefit from the resumption of trade credit to the newly deleveraged business, with its improved credit rating. This post-sale transition, financed by newly available trade credit, will turn excess working capital to cash, which may be reinvested in the business, used to reduce debt or (financing covenants permitting) be withdrawn from the business. In an asset acquisition, the additional value of impairing such current liabilities (less the disruption caused by any vendor dissatisfaction) is represented by the present value of the net cash generated by a resumption of trade credit and should be added to the multiples-based valuation.
In reading this paragraph, I believe it is saying that since the buyer is only assuming the assets, this transaction will create excess working capital for the buyer and enable them to receive trade credit again? Is this the correct interpretation? If this is the case, why would the buyer be deleveraged as a result of this transaction?
Or is the paragraph saying that the business which the buyer acquires, freed of any liens/liablities, can now receive trade credit again and for this reason, the buyer will pay a premium for this type of transaction?
I think the premium paid is a multiple of the npv of the value of the trade credit. Sorry to revive an old thread
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