Case 044Long pitches and valuationCore
Solvika Chemicals has a specialty segment with EBITDA of Rs 300 crore and a commodity segment with EBITDA of Rs 200 crore. Peers trade at 18x and 6x respectively. Net debt is Rs 1,200 crore, there are 50 crore shares and the stock is Rs 85. Build the sum of the parts and say what closes the gap.
1The situation
Solvika Chemicals runs two businesses under one listed company. The specialty segment makes additives for paints and pharmaceuticals and earns EBITDA of Rs 300 crore; listed specialty peers trade at about 18x EBITDA. The commodity segment makes basic chemicals and earns EBITDA of Rs 200 crore; commodity peers trade at about 6x.
Solvika has net debt of Rs 1,200 crore and 50 crore shares, which trade at Rs 85. Head office costs of Rs 40 crore a year are not allocated to either segment. Management has said it is reviewing the group structure.
2Your task
What are the parts worth per share, how big is the discount, what explains it, and what would close it?
Quick check
Before head office costs, what is Solvika's sum of the parts per share?
Worked solution
Try it on paper, then open one step at a time.
30-second answerThe answer to give first
The parts are worth about Rs 108 a share, or about Rs 100 once head office costs are valued, against a price of Rs 85: a discount of 15% to 21%. The market is paying about 15.5x for the specialty business against 18x for its peers. A discount like this rarely closes by itself; it needs a catalyst such as a demerger, a sale of the commodity unit or clear evidence that cash from specialty will stop funding commodity capex.
Step 1How do you build a sum of the parts?
A family that owns a busy restaurant and a struggling petrol pump would not value the pair at one blended multiple; a buyer would pay a restaurant price for one and a pump price for the other. A sum of the partsA valuation that prices each business of a group separately, usually at the multiples its own peers trade on, then adds them and subtracts the group’s net debt. values each segment at the multiple its own peers command, adds them, and subtracts the group's net debt. Specialty at 18x Rs 300 crore is Rs 5,400 crore; commodity at 6x Rs 200 crore is Rs 1,200 crore. Together Rs 6,600 crore, less Rs 1,200 crore of debt, leaves Rs 5,400 crore of equity, Rs 108 a share.
Step 2What is usually left out?
Head office. The Rs 40 crore of unallocated costs is real cash that neither segment carries in its EBITDA, and a buyer of either piece would not take it on, but the group pays it every year. Valued at a blended 10x, head office costs are worth minus Rs 400 crore, Rs 8 a share, which takes the sum of the parts to about Rs 100. Leaving this line out is the most common way a sum of the parts flatters a conglomerate.
| Part | Rs crore | Rs per share |
|---|---|---|
| Specialty, 18x Rs 300 crore | 5,400 | 108 |
| Commodity, 6x Rs 200 crore | 1,200 | 24 |
| Net debt | (1,200) | (24) |
| Equity before head office | 5,400 | 108 |
| Head office, Rs 40 crore x 10 | (400) | (8) |
| Equity after head office | 5,000 | 100 |
| Share price | 4,250 | 85 |
Step 3Why does the market apply a discount?
Work out what the price implies. At Rs 85, Solvika's enterprise value is Rs 5,450 crore, 10.9x total EBITDA. Take out the commodity arm at 6x and add back the head office cost, and the market is paying about 15.5x for the specialty business, against 18x for pure specialty peers. There are reasons that can be fair. Cash from specialty may be funding capital spending in the commodity arm; the specialty business may be smaller or slower growing than the peers setting the 18x; and a separation can carry tax and stamp duty costs. Test the peer set before calling the discount a mistake: at 15x for specialty the parts are worth only about Rs 82 a share, below the price.
Step 4What closes the gap?
A discount can last for years, so the pitch needs a catalyst with a date. A demerger that lists the specialty business separately, a sale of the commodity unit, or a public commitment to stop funding commodity capex from specialty cash are the events that make the market price the parts instead of the whole. Management's review of the group structure is the hook here: the case is stronger if the review has a stated deadline, or if the board has a record of doing what it says. Without one, a cheap sum of the parts is an observation, not a trade.
Where candidates lose it
The usual loss is forgetting net debt and announcing Rs 132 a share, a 55% upside that does not exist. The second is leaving out head office costs, which quietly adds Rs 8 a share to every conglomerate's parts.
The bigger miss is stopping at the discount. Holding-company discounts can persist for a decade; the interviewer wants to hear what event forces the market to value the parts, and when it might happen.
What the interviewer asks next
- What would the specialty business need to trade at for the stock to be fairly priced at Rs 85?
- If Solvika sold the commodity arm for 6x and paid down debt, what is the stock worth?
- How would you hedge the commodity exposure if you bought Solvika for the specialty business?
- Why might a demerger destroy value rather than release it?
Company names and figures are illustrative.
