Question with company-owned real estate in M&A share deal
Hi all, just wanted to ask for your experience in how to treat company-owned real estate (plot of land, office building, etc.) in a M&A share deal. For example, if my company is buying company X on a debt-free cash-free basis, and company X owns the office building where they have their office in, how do I adjust my CFDF valuation in the case that they 1) don't want to sell or 2) want to sell that building to us?
Should my valuation be deemed to have already include the value of that building if it has been listed on the balance sheet? Or
For 1), do I carve out any value from the valuation? For 2), do I need to see what is the difference between market value and book value of said building and adjust valuation accordingly?
Thanks in advance.
Hi all, would really appreciate some insights here. Thanks!
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i take it your summer associate internship hasn't started since you've been spamming cringe all day
Last week of freedom, I got excited. I checked your posts and see I'm not the only Summer Associate shitposting today haha.
The MBA fried his brain.
1) Subtract any mortgage / property expenses from P&L
2) Add in expense from a market rate lease (assume that the company will need to lease their currently owned HQ if the business is sold but the seller retains the building)
That's really the only adjustment you'd make to your valuation from a DCF / P/E multiple perspective. From a value perspective, you should take the anticipated NOI from the property that you used to own but will be leasing going forward, apply a "cap rate" to that NOI to determine the market value of the property and theoretically that value should come off of the purchase price of the business. I think realistically what would happen is you would buy the company at a valuation without making any real estate related adjustments and then you'd turn around and sell / carve-out the building at market value to the shareholders that sold you the company. Or in a 1-step way you just adjust the P&L accordingly for the fact that you will now have a leasing expense going forward, then deduct the FMV of the property from whatever your purchase price would be using said P&L for valuation.
Thanks! It was the value part that I was still to trying to dig into and think through. I just have a couple of questions still if you don't mind:
1) Just to confirm, when you say "theoretically that value should come off of the purchase price of the business", that means that the valuation I derive from management EBITDA (no expense/lease adjustments yet) and EV/EBITDA should have already capture the value of the building, correct?
2) But then shouldn't that be book value, so taking building FMV out of purchase price sounds like we are overdoing it?
3) If we were to buy the building as well, I presume we would pay them purchase price + the difference between FMV and book value?
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