PE interview question: sources & uses

Assumptions:
Entry multiple: 8.0x
EBTIDA: 40m
Debt: 60m
Non-controlling interest: 10m
Unfunded pension liabilities: 10m

New debt: 160m

What is the required equity contribution?
Please create a sources & uses table and assume you roll over pension liabilities.

Follow-up: If the shareholder/founder wants to roll over a 20% stake, what would be his equity value pro forma for the transaction? In this case, what is the required equity cheque by the existing shareholder/founder?

Comments (23)

Nov 14, 2019 - 9:45am

Uses
Equity purchase price (8*40-60-10-10) = 240
Debt repayment: 60
NCI: 0 (NCI will roll over)
Pension: 0 (will be paid at certain moment in time through cash flow but does reduce equity purchase price now)

Sources
New debt 160
New equity: 140

Roll-over 20%: 24020%= 48m
Roll-over to retain a 20% stake: 140
20% =28m

Nov 21, 2019 - 7:26am

I would agree with @Rover-S"

Based on my understanding of the follow-up question, equity stake to roll-over should be based of the equity proceeds to the seller, not the new equity value. The question does not say that the founder wants to invest 20% alongside new buyer but rather says that the founder wants to roll-over a 20% stake. To me this implies that the founder wants to roll-over his existing stake that amounts to 20% of exinsting equity.

Nov 21, 2019 - 4:23pm

OP's question was what is the seller's equity check to roll a 20% stake. Translation: what dollar amount would he need to roll in order to own a 20% stake in NewCo. This requires both Sources (NewCo equity value) and Uses (seller proceeds). Calculating 20% of existing equity value requires only Uses.

@Rover-S" did correctly calculate this (as did I) given NCI could be treated either way.

Most Helpful
Nov 21, 2019 - 5:03pm
driven:

OP's question was what is the seller's equity check to roll a 20% stake. Translation: what dollar amount would he need to roll in order to own a 20% stake in NewCo. This requires both Sources (NewCo equity value) and Uses (seller proceeds). Calculating 20% of existing equity value requires only Uses.

@Rover-S" did correctly calculate this (as did I) given NCI could be treated either way.

OP's question states that the founder wants to roll over a 20% stake. This phrasing usually implies that 20% of equity owned by the founder before the sale is reinvested alongside a new buyer. Existing phrasing doesn't seem to imply that the founder will own 20% of equity when the buyer invests. I am not sure why you made such assumption

Nov 14, 2019 - 10:23am

i have exactly the same solution. MI and Pension is "rolled over" outside the S&U; both in my opinion are reducing equity to sponsor at exit, have to be deducted in the end.

Please correct if wrong

Array
Nov 14, 2019 - 3:42pm

Pension is both a source and a use if you roll it - same as rollover equity.

I treated NCI as something that gets cashed out at close, doesn't roll. Probably missing some information here from OP that would suggest how this gets treated.

Nov 14, 2019 - 2:04pm

Pension and NCI could be settled from cash flow in holding period as well, but in principle you're right. Tricky thing with NCI is that it can have consequences for your financing and that book value could hugely under/overestimate actual value.

Nov 17, 2019 - 4:17pm

so my solution is correct? friend working in PE told me to of course substract from EV to calculate purchase equity, roll over all these other debt items outside of s&u, and then deduct at end to artive at exit equity value

Array
Nov 19, 2019 - 2:16am

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Array
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