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037

Case 037ValuationCore

A listed group owns a cement business, a chemicals business and a stake in a listed finance company. Build the sum of the parts and the implied conglomerate discount.

Deutsche BankMumbai · 2024

1The situation

Trikuta Industries has three assets. Its cement business earns EBITDA of Rs 400 crore, and listed cement peers trade at about 9x EBITDA. Its chemicals business earns Rs 250 crore, and chemicals peers trade at about 12x. It also owns a stake in Trikuta Finance, a listed lender, worth Rs 3,000 crore at the market price.

Group net debt is Rs 2,500 crore and there are 50 crore shares, trading at Rs 110. You apply a 20% holding discount to the listed stake.

2Your task

What is Trikuta worth per share on a sum of the parts, what discount does the market apply, and is that discount justified?

Quick check

Should the finance stake be valued on EBITDA like the other two?

Worked solution

Try it on paper, then open one step at a time.

30-second answerThe answer to give first

Sum of the parts is Rs 130 a share against a price of Rs 110, a conglomerate discount of about 15%. Cement at 9x is Rs 3,600 crore, chemicals at 12x Rs 3,000 crore, and the finance stake Rs 2,400 crore after a 20% holding discount. Less Rs 2,500 crore of net debt, equity is Rs 6,500 crore over 50 crore shares. Whether the discount is deserved depends on capital allocation and on what could unlock it.

Step 1Why value the parts separately at all?

Because the parts would not trade at the same multiple on their own. A shop that sells both groceries and jewellery is not worth one blended multiple; a buyer would price each counter as its own business. A sum of the partsA valuation that values each business on the multiples of its own peers, adds them up and subtracts group net debt. values cement on cement peers, chemicals on chemicals peers and the listed stake at its market price, then subtracts group debt. Applying one blended multiple to Rs 650 crore of EBITDA would hide the fact that chemicals deserve more than cement.

PartBasisValue, Rs crorePer share, Rs
CementRs 400 crore EBITDA at 9x3,60072
ChemicalsRs 250 crore EBITDA at 12x3,00060
Trikuta Finance stakeRs 3,000 crore market value less 20%2,40048
Less net debtgroup(2,500)(50)
Equity value6,500130
Rs crore unless stated. Cement and chemicals are worth Rs 6,600 crore on their own peers, the finance stake Rs 2,400 crore after a 20% holding discount, and after Rs 2,500 crore of net debt the equity is worth Rs 6,500 crore, Rs 130 a share.
Trikuta per share: each business on its own peers, less net debt, RsCement, 400 x 9+72Chemicals, 250 x 12+60Finance stake, 3,000 less 20%+48Net debt-50Sum of the parts130Market price110gap Rs 20= 15.4% discount
Per share, cement adds Rs 72, chemicals Rs 60 and the finance stake Rs 48, and net debt takes away Rs 50, for a sum of the parts of Rs 130 against a price of Rs 110, a 15.4% discount.
Step 2Why a 20% holding discount on the stake, and is that double counting?

The stake is worth less to a Trikuta shareholder than the same shares held directly. Selling it would trigger tax on the gain, the group may never sell, and the shareholder cannot choose when to exit. The 20% holding discount prices those frictions on the stake alone; the conglomerate discount is whatever gap remains between the full sum and the share price. Without the holding discount the sum would be Rs 142 a share and the apparent gap larger, so say clearly which discounts are inside your Rs 130 and which are measured by the gap.

Step 3Is a 15% conglomerate discount justified?

Ask what the market is worried about. Conglomerate discounts usually price capital allocation risk: the fear that cash from a steady business, here cement, will fund the ambitions of another rather than come back to shareholders. Head office costs not charged to any segment and a lack of focus add to it. If Trikuta has a record of moving cement cash into chemicals expansion at poor returns, the discount is earned. If it has a plan to demerge chemicals or sell down the finance stake, the discount is the opportunity.

Close with the judgement: the sum of the parts says Rs 130, the market says Rs 110, and the Rs 20 gap is a bet on management's behaviour, not on the businesses. An analyst should name the event that would close the gap, such as a demerger, a buyback funded by the stake or a change in allocation policy, and say how likely it is.

Where candidates lose it

The common loss is valuing the finance stake on EBITDA or on the group multiple. A listed stake has a price; use it, adjusted for the cost of holding it.

The second is forgetting to deduct group net debt, which turns Rs 130 into Rs 180 a share and makes the discount look like 39%. Segment values are enterprise values; shareholders own what is left after the group's debt.

What the interviewer asks next

  • Chemicals peers fall to 10x. What is the new sum of the parts and implied discount?
  • How would you treat head office costs of Rs 50 crore a year that sit in no segment?
  • Which would close more of the discount: demerging chemicals or selling the finance stake?

Asked at Deutsche Bank, Equity Capital Markets, Mumbai, 2024 (Wall Street Oasis): working capital, leases and SOTP with conglomerate discount question

← Case 036Paper LBO: a sponsor buys a speciality chemicals business at 7x with amortising senior debt and a PIK mezzanine note, and adds a bolt-on in year 2. Work out the money multiple and IRR.Case 038 →Walk through what an AI model company's income statement probably looks like. Where does training compute belong, and what revenue does it need to break even?

Company names and figures are illustrative.

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