Welcome back to the Wall Street Prep Quick Lesson Series!
An important part of investment banking is understanding mergers and acquisitions (M&A). Within M&A, One of the core models investment banking analysts and associates have to build when analyzing an acquisition is the accretion/dilution model. The underlying purpose of such an analysis is to assess the impact of an acquisition on the acquirer’s expected future earnings per share (EPS).
Ready to Model? Before diving in to the videos below, be sure to download this lesson’s Excel model template: Accretion dilution Excel model template.
M&A Modeling, Part 1
M&A Modeling, Part 2
Conclusion
This is a brief introduction to the concepts and adjustments underlying accretion/dilution analysis and modeling. These are, of course, just a few of the many issues that come into play when building an accretion/dilution analysis. Other adjustments that we did not include include:
- Advanced Purchase Price Allocation concepts including deferred taxes and the treatment of in-process research & development
- Modeling asset sales, 338(h)(10) elections, and stock sales
- Modeling an Advanced Sources & Uses of Funds schedule
- Target debt considerations
- Calendarization and stub year challenges in Excel
Extra fun
Click here to see how accretion/dilution is integrated into M&A pitchbooks prepared by Goldman Sachs and Lazard.
Thanks a lot. Extremely helpful in understanding how a basic M&A model is prepared. Would have been great if you had also explained how to create the what-if analysis (sensitivity analysis) table.
Imran,
Great question – we cover sensitivity tables in many courses, including our Excel Crash Course, the Financial Statement Modeling Course, and the Discounted Cash Flow course. Thanks!
– Haseeb
Awesome thank you!
The simplicity of the modeling template and the clear explanation method used in the video greatly enhanced my understanding. It was an invaluable resource that expanded my knowledge in this area. Thank you for your generosity in offering such informative and helpful content.
Thanks, Sanjaykumar, and you are welcome!
Really nice videos (quick lessons) that have given me an insight into the world of investment banking analysis, which seems an interesting domain. Thanks to you for collating all this stuff in a very simple to understand format and language. Nice work. Will look forward to many such intuitive videos… Read more »
You’re welcome, Rajkumar, and thanks for the positive feedback!
BB
May I know why the item ” Less: Financing fees amortization” is only account for 1 year only? many thanks!
Hi, Anna,
Financing fee amortization would reduce net income for the life of the debt issued. But here we are only showing one year of pro forma results.
BB
great videos. Thanks! one question: would the acquirer determine the feasibility of an acquisition by analyzing only one year of profitability and adjustments or it should be at least a 3 years of projections? and is the EPS only would be the right KPI or IRR and NPV would be… Read more »
Hi, Ayman, Great questions! Multiple years are definitely needed, because a deal that is dilutive in the short run might become accretive in the long run and thus attractive. And yes, there is no substitute for IRR and NPV, which are much more comprehensive ways of evaluating the deal. But… Read more »
Great illustration and tutorial well presented. A new one for me and a string addition to my bow. Looking to do more courses especially corporate finance related from Wall Street Prep in the near future.
Dave:
Great!
Best,
Jeff
This is a great model — very informative. Does WSP have any similar modeling for acquisition of (or by) a privately held company wherein the target and/or the acquirer have equity ownership positions but not necessarily share distributions, therefore no EPS considerations?
Michael:
Unfortunately we don’t really have anything like that.
Best,
Jeff
Hi, thanks for sharing these lessons. The videos, however, are coming up blank with sound only. Thanks
Yoni,
Have you undergone any troubleshooting? Is this problem still persisting? Please let us know – thanks!
Just curious- How do you create the sensitivity analysis at the bottom of the excel spreadsheet to update with offer and % assumptions.
Elliott,
We build the sensitivities using the same tools discussed in the Excel Crash Course and the Finanical Statement modeling courses – it involves using the data table command (Alt A W T). Hope this helps!
Haseeb, Shannon, This M&A tutorial was very educational and appreciate the value! A less pertinent question on modeling but more on accounting treatment – what is the incentive of writing-up an asset if the final result towards Net Income is negative, and therefore lower EPS? Is it purely to increase… Read more »
Vishal,
Writing up assets on the balance sheet provides additional tax benefits for the acquirer. More tax shields means less taxes, and it’s even better when the deal is an asset sale b/c that leads to real cash tax benefits. Hope this helps!
Excellent overview! Helps to start with an overview and work into the details.
Why did you use only $5m as the asset write up value? Can you show how you obtained this figure when there was a 60% bid premium?
Thanks
John, The offer premium is a separate question from an appraisal of fixed and intangible assets that are confirmed at the later stage of the deal. The premium is the buyer’s willingness to pay for the asset based on transaction comps and for synergies, and in a fundamental belief that… Read more »
Thank you for the Accretion/Dilution model! This was very helpful for case studies and for other future references!
You’re welcome, Jethro!
Very interesting topic and useful insights.
However, I didn’t quite understand why only the financing fee amortisation was deducted in the pro-forma net income. I would really appreciate your feedback.
Thanks again.
Hi Titi, When a company borrows debt to finance an acquisition, the fees related to this borrowing are treated differently from advisory, legal, and accounting fees. Underwriting fees are capitalized and amortized over the life of the debt issuance. This creates an incremental amortization expense which reduces pro forma net… Read more »
Wall Street Prep Team, With my newly found powers acquired with the lesson M&A Modeling Part 1, was able to call the spade in the Bayer – Monsanto announced deal. Acquiring the information from various sources (Bloomberg, Reuters, Google and Yahoo Finance) have the chance to modeled the deal, using… Read more »
Luis,
Glad you enjoyed the lesson and it’s proving useful!
Extra fun link is not working. showing error 404
Hi Manchit,
The link seems to be working fine, but in case you are still having trouble, here it is directly (https://www.sec.gov/Archives/edgar/data/1289592/000110465908061187/a08-23639_1ex99dc3.htm).
Shannan