What is Cash Free Debt Free?
Cash Free Debt Free (CFDF) is a transaction structure where the buyer does not assume any debt on the seller’s balance sheet, nor gets to keep any leftover cash.
Table of Contents
- What is the Definition of Cash-Free Debt-Free Basis?
- What is the Structure of a Cash-Free Debt-Free Transaction?
- How Do Cash-Free Debt-Free Transactions Work
- Cash-Free Debt-Free Transaction Calculator
- Step 1. CFDF Transaction Assumptions
- Step 2. LBO Cash-Free Debt-Free Transaction Example
- Step 3. LBO Non-CFDF Transaction Example
- Step 4. Cash-Free Debt-Free Transaction Analysis (CFDF)
What is the Definition of Cash-Free Debt-Free Basis?
In M&A, the term “Cash-Free Debt-Free” simply means that when an acquirer purchases another company, the transaction will be structured such that the buyer will not assume any of the debt on the seller’s balance sheet, nor will the buyer get to keep any of the excess cash on the seller’s balance sheet.
From the perspective of the seller, a cash-free debt-free (CFDF) transaction results in the following implications:
- Seller Keeps Excess Cash → The seller retains the excess cash on their balance sheet at the time of closing, except for a usually negotiated amount of “operating” cash that is considered a minimum amount that needs to transfer over in the sale to keep the operations of the freshly acquired business running smoothly.
- Seller Liable for Existing Debt → The outstanding debt obligations remaining on the seller’s balance sheet must be paid off in full by the seller.
What is the Structure of a Cash-Free Debt-Free Transaction?
The purchase price delivered to the seller is the enterprise value in M&A deals structured as cash-free-debt-free (CFDF).
If an M&A transaction is structured on a cash-free, debt-free basis, the enterprise value is implied to equal the purchase price.
Because the acquirer does not have to assume the seller’s debt (nor get the benefit of the seller’s balance sheet cash), the acquirer is simply paying the seller for the value of the core operations of the business, i.e. the enterprise value.
In CFDF deals, the purchase price delivered to the seller is simply the enterprise value (TEV).
By contrast, in an acquisition where the acquirer acquires all the seller’s assets (including cash) and assumes all the liabilities (including debt), the purchase price delivered to the seller would need to be adjusted by taking the enterprise value and subtracting out the seller’s existing net debt and purchasing just its equity.
Hi I have a quick question. If we are a CFDF basis, and the target had A$25m cash (o/w A$5m is minimum cash required and A$20m is excess cash). When we do Sources and Uses table, does it mean the A$20m excess cash is on the sources side to reduce… Read more »
Hi, Tina, The $25m in cash would actually reduce equity value to enterprise value, not vice versa, because enterprise value is the value of core operations excluding cash, so that is the price we would pay in a CFDF transaction. So, it would not be a source of cash if… Read more »
“Seller Keeps Excess Cash → The seller retains the excess cash on their balance sheet at the time of closing, except for a usually negotiated amount of “operating” cash that is considered a minimum amount that needs to transfer over in the sale to keep the operations of the freshly… Read more »
Hi, Lan, If the minimum cash is included in the EV and transfers over, then you are correct, it would not be a uses of funds. However, if the seller walks away with all of the cash, then it would lower the purchase price EV by $5 and you would… Read more »
Hello, in a CFDF deal, how do you treat assets such as buildings or investments which are not directly related to generating EBITDA?
Also, how would you treat a VAT credit?
Hi, Filippo, The value of such assets would be included in the purchase price if they are transferred to the buyer, otherwise they are excluded along with cash and debt. Same for the VAT credit. If the benefit of it transfers, then it should be part of the purchase price.… Read more »
Hi Brad, thanks for the response. In my case I have a buyer wanting to purchase 50% of the company and enter as a working partner. We have agreed on a multiplier for EBITDA but the part that i’m struggling with is how do we calculate the rest. They have… Read more »
Hi, Filippo, That sounds like a complicated situation, and I would need more facts to be able to reason it out consistently, and unfortunately we cannot give that level of response in this forum. Net Financial Position sounds to me something like the FMV of the assets and liabilities to… Read more »
In the CFDF option what happens to the operating cash of $5M. Does that go to the buyer for WC?
Hi, Yvette,
Yes, the operating cash stays in the business as W/C, only the excess cash goes with the seller.
BB
Hi team, you indicate that Enterprise value is the the Cash Free Debt Free valuation as it already ignores the capital structure of the company. However, in practice for CFDF deals, it appears that firms typically take the Enterprise Value then deduct debt and add cash to arrive at the… Read more »
Hi, Will, When you think of it from the acquirer’s perspective, the EV is the CFDF value, because it is what the acquirer gets from the seller, who has kept the cash and paid off the debt, so naturally, the acquirer is interested in what they have to pay for… Read more »
Thanks Brad, appreciate the reply! I’m still unclear why acquirers in a CFDF transaction take the EV/CFDF valuation and then deduct debt and add cash to arrive at the actual purchase price if it is already CFDF. 1. In theory the adjusted purchase price is essentially the equity value but… Read more »
Hi, Will, I too am used to using the term ‘purchase price’ to mean the purchase price of equity in a public company context. However, CFDF purchase price is indeed the agreed upon purchase price for the enterprise value of the company being purchased, not the equity value. The equity… Read more »
I actually had this same thought because this article is kind of confusing. Enterprise value includes the value of debt (minus cash), which is why it’s not double counting to remove it in a CFDF deal to get to equity value.
Hi, Chris,
That’s correct, in that the CFDF price being paid for the EV will presumably include enough for the seller to pay off the debt, and what is left (plus the excess cash) is the equity value to the seller.
BB