1. Primer on Cash Flow Valuation

2. The greater danger for most of us is not that our aim is too high and we might miss it, but that it is too low and we reach it.
—Michelangelo

3. Course Layout: M&A & Other Restructuring Activities
Part IV: Deal Structuring & Financing
Part II: M&A Process
Part I: M&A Environment
Payment & Legal Considerations
Public Company Valuation
Financial Modeling Techniques
M&A Integration
Business & Acquisition Plans
Search through Closing Activities
Part V: Alternative Strategies
Accounting & Tax Considerations
Business Alliances
Divestitures, Spin-Offs & Carve-Outs
Bankruptcy & Liquidation
Regulatory Considerations
Motivations for M&A
Part III: M&A Valuation & Modeling
Takeover Tactics and Defenses
Financing Strategies
Private Company
Valuation
Cross-Border
Transactions

4. Learning Objectives
Primary learning objectives: To provide students with an understanding of
business valuation using discounted cash flow valuation techniques and
the importance of understanding assumptions underlying business valuations
Secondary learning objectives: To provide students with an understanding of
discount rates and risk as applied to business valuation;
how to analyze risk;
alternative definitions of cash flow and how and when they are applied;
the advantages and disadvantages of the most commonly used discounted cash flow methodologies;
the sensitivity of terminal values to changes in assumptions; and
Adjusting firm value for non-operating assets and liabilities.

5. Required Returns: Cost of Equity (ke)
Capital Asset Pricing Model (3-factor model):
ke = Rf + ß(Rm – Rf) + FSP
Where Rf = risk free rate of return
ß = beta (systematic/non-diversifiable risk)
Rm = expected rate of return on equities
Rm – Rf = 5.5% (i.e., equity risk premium
historical average since
1963)
FSP = firm size premium

6. Estimates of Size Premium
Market Value (000,000)
>$18,600
$7,400 to $18,600
$2,700 to $7,400
$1,100 to $2,700.
$450 to $1,100
$200 to $450
$100 to $200
<$100 million
Percentage Points Added to CAPM Estimate
0.0 .6
1.0
1.5
2.3
2.7
5.8
9.2
Source: Adapted from estimates provided by Ibbotson Associates.

7. Required Returns: Cost of Capital
Weighted Average Cost of Capital (WACC):1,2
WACC = ke x E i (1-t) x D kpr x __PR__
(E+D+PR) (E+D+PR) (E+D+PR)
Where E = the market value of equity
D = the market value of debt
PR = the market value of preferred stock
ke = cost of equity
kpr= cost of preferred stock
i = the interest rate on debt
t = the firm’s marginal tax rate
1To estimate WACC, use firm’s target debt-to-total capital ratio (TC).
2(D/E)/(1+D/E) = [(D/E)/(E+D)/E] = [(D/E)(E/(E+D)] = D/(E+D) = D/TC; E/TC = 1 – D/TC.

8. Analyzing Risk
Risk consists of a non-systematic/diversifiable and systematic/non-diversifiable component
Equity beta (ß) is a measure of non-diversifiable risk
Equity beta quantifies a stock’s volatility relative to the overall market
Equity beta is impacted by the following factors:
Degree of industry cyclicality
Operating leverage refers to the composition of a firm’s cost structure (fixed plus variable costs)
Financial leverage refers to the composition of a firm’s capital structure (debt + equity)
Firms with high ratios of fixed to total costs and debt to total capital tend to display high volatility and betas

9. How Operating Leverage Affects Financial Returns?1
Case 1
Case 2: Revenue Increases by 25%
Case 3: Revenue Decreases by 25%
Revenue
100
125 75
Fixed
Variable2
Total Cost of Sales 48 32 80 40 88 24 72
Earnings Before Taxes 20 37 3
Tax 40% 8
14.8
1.2
After-Tax Earnings 12
22.2
1.8
Firm Equity
Return on Equity (%)
1All figures are in millions of dollars unless otherwise noted. All cases have same fixed expenses and firm equity but differ by revenue.
2In Case 1, variable costs represent 32% of revenue. Assuming this relationship is maintained, variable costs in Cases 2 and 3 are estimated by multiplying total revenue by .32.
Key Point: High fixed to total cost ratios magnify fluctuations in financial returns.

10. How Financial Leverage Affects Financial Returns1
Case 1: No Debt
Case 2: 25% Debt to Total Capital
Case 3: 50% Debt to Total Capital
Equity
100 75 50
Debt 25
Total Capital
Earnings before Interest and Taxes 20
10%
2.5 5
Income before Taxes
17.5 15
Less income 40% 8 7 6
Net Income 12
10.5 9
After-Tax Return on Equity (%) 14 18
1All figures are in millions of dollars unless otherwise noted. Total capital and EBIT same in all cases.
Key Point: High debt to total capital ratios magnify fluctuations in financial returns.

11. Leveraged versus Unleveraged Equity Betas
In the absence of debt, the equity ß is called the unleveraged ßu, which is impacted by the firm’s operating leverage and the cyclicality of the industry in which the firm competes
In the presence of debt, the equity ß is called the leveraged ßl
If a firm’s shareholders bear all the risk of operating and financial leverage and interest is tax deductible, leveraged and unleveraged betas can be calculated as follows:
ßl = ßu (1 + (1-t) (D/E)) and ßu = ßl / (1 + (1-t) (D/E))
where t, D, and E are the tax rate, debt and equity, respectively.
Implications:
--Increasing D/E raises firm’s breakeven and increases shareholder risk that firm will be unable to generate future cash flows sufficient to pay their minimum required returns.
--Tax deductibility of interest reduces shareholder risk by increasing after-tax cash available for shareholders.

12. Estimating a Firm’s Equity Beta
Regress percent change in firm’s share price plus dividends against percent change in a broadly defined stock index plus dividends for last 3-5 years.
However, this assumes the historical relationship between risk and return will hold in the future
Alternatively, use a sample of similar firms:
Step 1: Select sample of firms with similar cyclicality and operating leverage (i.e., usually in the same industry)
Step 2: Calculate average unlevered beta for firms in the sample to eliminate the effects of their current capital structures on their betas
Step 3: Relever average unlevered beta using D/E ratio and marginal tax rate of firm whose beta you are trying to estimate (i.e., target firm)

13. Estimating Abbot Labs’ Equity Beta
Step 1: Select sample of firms having similar cyclicality and operating leverage
Step 2: Compute average of firms’ unlevered betas
Step 3: Relever average unlevered beta using target’s debt/equity ratio
Firm
Levered Equity Beta1
Debt / Equity1
Unlevered Equity Beta2
Abbot Labs’ Relevered Equity Beta3
Abbot Labs
.2900
.2662
.2501 NA
Johnson & Johnson
.6000
.0762
.5738
Merck
.6600
.3204
.5536
Pfizer
.6800
.3044
.5750
Average = .4881
.4209
1Yahoo Finance (1/29/2011). Beta estimates are based on historical relationship between the firm’s share price and a broadly defined stock index.
2ßu = ßl / (1 + (1-t) (D/E)), where ßu and ßl are unlevered and levered betas; marginal tax rate is .4.
Abbot Labs (ßu ) = / (1 + (1 - .4).2662)) = .2501
Johnson & Johnson (ßu ) = / (1 + (1 - .4).0762)) =
Merck (ßu) = / (1 + (1 - .4).3204)) = .5536
Pfizer (ßu) = / (1 + (1 - .4).3044)) = .5750
3ßl = ßu (1 + (1-t) (D/E)) using the target firm’s (Abbot Labs) debt/equity ratio and marginal tax rate.
Abbot Labs’ relevered beta = (1 + (1 - .4).2662)) = .4209

14. Valuation Cash Flow
Valuation cash flows represent actual cash flows available to reward both shareholders and lenders
Cash flow statements include cash inflows and outflows from:
operating,
investing, and
financing activities
GAAP cash flows are adjusted for non-cash inflows and outflows to calculate valuation cash flow. Examples include the following:
Adding depreciation back to net income
Deducting gains from and adding losses to net income resulting from asset sales since such gains or losses are changes in book values only with the actual cash flows from the sale shown in the cash flow statement as cash from investing activities.
Valuation cash flows include free cash flows to equity investors or equity cash flow and free cash flows to the firm or enterprise cash flow

15. Calculating Free Cash Flow to Equity Investors or Equity Cash Flow (FCFE)
FCFE (equity cash flow)1 represents cash flow available for paying dividends or repurchasing common equity, after taxes, debt repayments, new issues, and all reinvestment requirements.
FCFE = (Net Income + Depreciation – Δ Net Working Capital2)3 – Gross Capital Expenditures4 + (New Preferred Equity Issues – Preferred Dividends + New Debt Issues – Principal Repayments)5
1PV of equity cash flows is the equity value of the firm.
2Excludes cash in excess of normal operating requirements.
3Cash from operating activities.
4Cash from investing activities.
5Cash from financing activities.

16. Calculating Free Cash Flow to the Firm or Enterprise Cash Flow (FCFF)
FCFF (enterprise cash flow)1 is cash flow available to repay lenders and/or pay common and preferred dividends and repurchase equity, after taxes and reinvestment requirements but before debt repayments.
FCFF = (Earnings before interest & taxes (1-tax rate) + Depreciation – Δ Net Working Capital2)3 – Gross Capital Expenditures4
1PV of enterprise cash flows is the enterprise value of the firm
2Excludes cash in excess of normal operating requirements.
3Cash from operating activities.
4Cash from investing activities.

17. Comparing Free Cash Flow to the Firm and to Equity
Free Cash Flow to Equity
Cash from Operating Activities 40
Cash from Investing Activities
(22)
Cash from Financing Activities
(10)
Total Cash Flow 18 8

18. Discussion Questions
How does the size of the firm affect its perceived risk? Be specific?
How would you estimate the beta for a publicly traded firm? For a private firm?
3. Explain the difference between equity and enterprise cash flow?
4, What is the appropriate discount rate to use with equity cash flow? Why? With enterprise cash flow? Why?

19. Commonly Used Discounted Cash Flow Valuation Methods
Zero Growth Model
Constant Growth Model
Variable Growth Model

20. Zero Growth Model Free cash flow is constant in perpetuity.
P0 = FCFF0 / WACC, where FCFF0 is free cash
flow to the firm and WACC is the weighted
average the cost of capital
P0 = FCFE0 / ke where FCFE0 is free cash flow
to equity investors and ke is the cost of
equity

21. Zero Growth Model Example
What is the value of a firm, whose annual FCFF0 of $1 million is expected to remain constant in perpetuity and whose weighted average cost of capital is 12%.
P0 = $1 / .12 = $8.3 million

22. Constant Growth Model
Cash flow next year (i.e., FCFF1, the first year of the
forecast period) is expected to grow at a constant rate.
FCFF1=FCFF0(1+g)
P0 = FCFF1 / (WACC-g), where g is the expected rate of
growth of FCFF1.
P0 = FCFE1 / (ke –g), where g is the expected rate of
growth of FCFE1.

23. Constant Growth Model Example
Estimate the value of a firm (P0) whose cost of equity is 15% and whose cash flow in the prior year is projected to grow 20% in the current year and then at a constant 10% annual rate thereafter. Cash flow in the prior year is $2 million.
P0 = ($2 x 1.2)(1.1) / ( ) = $52.8 million

24. Variable Growth Model
Cash flow exhibits both a high and a stable growth period.
High growth period: The firm’s growth rate exceeds a rate that can be sustained long-term.
Stable growth period: The firm is expected to grow at a rate that can be sustained indefinitely (e.g., industry average growth rate).
Discount rates: Reflecting the slower growth rate during the stable growth period, the discount rate during the stable period should be lower than doing the high growth period (e.g., industry average discount rate).

25. Variable Growth Model Cont’d.
P0,FCFF = Σ FCFF0 x (1+gt)t Pn
t=1 (1+ WACC)t (1+WACC)n
Where
Pn = FCFFn x (1 + gm)
(WACCm – gm)
FCFF0 = free cash flow to the firm in year 0
WACC = weighted average cost of capital through year n
WACCm = Weighted average cost of capital beyond year n
(Note: WACC > WACCm)
Pn = value of the firm at the end of year n (terminal value)
gt = growth rate through year n
gm = stabilized or long-term industry average growth rate beyond year n
(Note: gt > gm)

26. Variable Growth Model Example
Estimate the value of a firm (P0) whose cash flow is projected to grow at a compound annual average rate of 35% for the next five years and then assume a more normal 5% annual growth rate. The current year’s cash flow is $4 million. The firm’s weighted average cost of capital during the high growth period is 18% and then drops to the industry average rate of 12% beyond the fifth year.

27. Variable Growth Model Example Solution
PV1-5 = $4 x $4 x (1.35)2 + $4 x (1.35)3 +
(1.18) (1.18) (1.18)3
$4 x (1.35) $4 x (1.35)5
(1.18) (1.18)5
= $30.5
PV5 = (($4 x (1.35)5 x 1.05)) / ( ) = $117.65
(1.18)5
P = PV1-5 + PV5 = $ $ = $148.15

28. Solving Variable Growth Model Example Using A Growing Annuity
P0,FCFF = High Growth Period Terminal Period
(Growth Annuity) (Constant Growth Model)
P0,FCFF = FCFF0(1 + g) x {1 – [(1 + g)/(1 + WACC)]n } + FCFFn x (1 + g)/(WACC - g)
(WACC – g) (1 + WACC)n
= $4.00 (1.35) x {1 – [(1.35/1.18)]5} + [($4.00 x x 1.05]/( )
( )
= x $117.65
= $ $117.65
= $148.15

29. Determining Growth Rates
Key premise: A firm’s value can be approximated by the sum of the high growth plus a stable growth period.
Key risks: Sensitivity of terminal values to choice of assumptions about stable growth rate and discount rates used in both the terminal and annual cash flow periods.
Stable growth rate: The firm’s growth rate that is expected to last forever. Generally equal to or less than the industry or overall economy’s growth rate. For multinational firms, the growth rate is the world economy’s rate of growth.
Length of the high growth period: The greater the current growth rate of a firm’s cash flow relative to the stable growth rate, the longer the high growth period.

30. Choosing the Correct Tax Rate (Marginal or Effective)
Effective rates are those a firm is actually paying after allowable deductions (e.g., investment tax credits) and deferrals (e.g., accelerated depreciation)
Marginal tax rates are those paid on the last dollar of income earned
Zero and Constant Growth Models: In calculating valuation cash flows, use marginal tax rates1
Variable Growth Model: In calculating valuation cash flows,
Use effective rates to calculate annual cash flows when effective rates are less than marginal rates and
Use marginal rates in calculating terminal period cash flows.1
1The use of effective tax rates during the terminal or an indefinite growth period implies the firm will defer
the payment of taxes indefinitely.

31. Practice Exercise
Free cash flow to equity last year was $4 million. It is expected to grow by 20% in the current year, at a 15% rate annually for the next five years, and then assume a more normal 4% growth rate thereafter. The firm’s cost of equity is 10% and weighted average cost of capital is 8% during the high growth period and then drop to 8% and 6%, respectively, during the normal growth period. What is the present value of the firm to equity investors (equity value)? If the market value of the firm’s debt is $10 million, what is the present value of the firm (enterprise value)?

32. Variable Growth Model Example Solution
PV1-5 = $4 x 1.2 x $4 x 1.2 x (1.15)2 + $4 x 1.2 x (1.15)3 +
(1.10) (1.10) (1.10)3
$4 x 1.2 x (1.15) $4 x 1.2 x (1.15)5
(1.10) (1.10)5
= $27.47
PV5 = (($4 x 1.2 x (1.15)5 x 1.04)) / ( ) = $155.86
(1.10)5
P = PV1-5 + PV5 = $ $ = $ (equity value)
P0 = $ $10 = $ (enterprise value)1
1Recall that the enterprise value of a firm is equal to the sum of the value of its equity and debt.

33. Adjusting Firm Value
Generally, the value of the firm’s equity is the sum of the present value of the firm’s operating assets and liabilities plus terminal value (i.e., enterprise value) less market value of firm’s long-term debt.
However, value may be under or overstated if not adjusted for present value of non-operating assets and liabilities assumed by the acquirer.
PVFCFE = PVFCFF (incl. terminal value) – PVD + PVNOA – PVNOL
where PVFCFE = PV of free cash flow to equity investors
PVFCFF = PV of free cash flow to the firm (i.e., enterprise
value)
PVD = PV of debt
PVNOA = PV of non-operating assets
PVNOL = PV of non-operating liabilities

34. Adjusting Firm Value Example
A target firm has the following characteristics:
An estimated enterprise value of $104 million
Long-term debt whose market value is $15 million
$3 million in excess cash balances
Estimated PV of currently unused licenses of $4 million
Estimated PV of future litigation costs of $2.5 million
2 million common shares outstanding
What is the value of the target firm per common share?

35. Adjusting Firm Value Example Cont’d.
Enterprise Value
$104
Plus: Non-Operating Assets
Excess Cash Balances
PV of Licenses $3 $4
Less: Non-Operating Liabilities
PV of Potential Litigation
$2.5
Less: Long-Term Debt
$15
Equals: Equity Value
$93.5
Equity Value Per Share
$46.75

36. Things to Remember…
Zero growth model: Cash flow is expected to remain constant in perpetuity.
Constant growth model: Cash flow is expected to grow at a constant rate.
Variable growth model: Cash flow exhibits both a high and a stable growth period.
Total present value represents the sum of the discounted value of the cash flows over both periods.
The terminal value frequently accounts for most of the total present value calculation and is highly sensitive to the choice of growth and discount rates.