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035

Case 035Comps and relative valueCore

A conglomerate owns cement, chemicals and a finance arm. Build the sum of the parts and work out the conglomerate discount.

Deutsche BankMumbai · 2024

1The situation

Vaanya Group has three businesses. Cement earns EBITDA of Rs 300 crore, and listed cement peers trade at 8x EV/EBITDA. Chemicals earns EBITDA of Rs 150 crore, with peers at 10x. A finance arm, which lends to dealers and customers, has book equity of Rs 1,000 crore, and listed lenders of its kind trade at 1.5x book.

Group net debt, held at the parent and the industrial businesses, is Rs 1,500 crore; the finance arm's own borrowings fund its loan book and sit inside its book equity. Vaanya has 100 crore shares trading at Rs 30.

2Your task

What are the parts worth per share, and how large is the conglomerate discount?

Quick check

How should the finance arm enter the sum of the parts?

Worked solution

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

30-second answerThe answer to give first

The parts are worth Rs 3,900 crore of equity, Rs 39 a share, against a market value of Rs 3,000 crore, a 23.1% conglomerate discount. Cement at 8x is Rs 2,400 crore and chemicals at 10x is Rs 1,500 crore, so the industrial businesses are worth Rs 3,900 crore of enterprise value. Less Rs 1,500 crore of net debt, plus the finance arm's equity of Rs 1,500 crore, gives Rs 3,900 crore.

Step 1Why can't you put one multiple on the whole group?

A family that owns a house, a shop and some gold does not value all three at the same rate; each has its own market. A sum of the parts values each business against its own peers, then adds them up, because cement, chemicals and lending are priced on different metrics and different multiples. Cement at 8x EBITDA is Rs 2,400 crore. Chemicals at 10x is Rs 1,500 crore. Together that is Rs 3,900 crore of industrial enterprise value, roughly 8.7x the combined EBITDA of Rs 450 crore, a blended number no single peer set would give you.

Step 2Where does the finance arm go, and why is that the step people get wrong?

For a lender, borrowing is how it makes money, not how it is financed. So you value a finance arm on its equity, here 1.5x book of Rs 1,000 crore, Rs 1,500 crore, and add it after net debt has been taken off the industrial businesses. Its own borrowings are already reflected in its book equity, so counting them again in group net debt would subtract them twice. That is the line the interviewer is listening for, and it is why a sum of the partsA valuation that values each business of a group separately, on its own peers, and adds the results, adjusting for group-level debt and costs. is never just a list of multiples.

Vaanya's parts against the market's price for the whole, Rs crore2,400Cement8x of 300+1,500Chemicals10x of 150-1,500Net debtgroup level+1,500Finance arm1.5x book3,900Sum of partsRs 39 a share3,000Market valueRs 30 a shareDiscount900, 23.1%
Vaanya's cement and chemicals businesses are worth Rs 3,900 crore of enterprise value; after Rs 1,500 crore of net debt and adding Rs 1,500 crore for the finance arm's equity, the parts are worth Rs 3,900 crore against a market value of Rs 3,000 crore, a 23.1% discount.
PartMetricMultipleValue, Rs crorePer share, Rs
CementEBITDA 3008.0x2,40024.0
ChemicalsEBITDA 15010.0x1,50015.0
Less group net debt(1,500)(15.0)
Finance arm equityBook 1,0001.5x1,50015.0
Sum of the parts3,90039.0
Market value100 crore sharesRs 303,00030.0
Conglomerate discount90023.1%
Each Vaanya share holds Rs 24 of cement, Rs 15 of chemicals and Rs 15 of finance arm, less Rs 15 of net debt, Rs 39 in all, against a share price of Rs 30, a discount of 23.1%.
Step 3Why does the market pay less than the parts, and what would close the gap?

Name the reasons, then the catalyst. A conglomerate discount is the price investors charge for owning businesses they cannot buy separately, and it closes only when something forces the parts to be valued on their own. The usual reasons: an investor who wants cement exposure has to take a lender with it; cash from a strong business may be spent propping up a weak one; head office costs that no standalone peer carries; and a finance arm whose loan book is hard to see into. Head office costs are one you can price: Rs 20 crore a year capitalised at 8x is Rs 160 crore, which would explain about a sixth of the Rs 900 crore gap.

The catalysts are a demerger or separate listing of the finance arm, a sale of one business, or a clear capital allocation policy such as returning cash from cement rather than reinvesting it across the group. The limit: a discount that has lasted for years is not a mistake waiting to be corrected, and without a catalyst it can persist indefinitely. A strong answer gives the 23% figure, says which part is most mispriced, and names the event that would unlock it.

Where candidates lose it

The common loss is putting the finance arm into enterprise value on an EBITDA multiple, or adding its loan book borrowings to group net debt. Either one double counts its debt and makes the discount look smaller or even negative.

The second is stopping at the number. A discount is only interesting with its cause and its catalyst, and the interviewer will ask what would make Rs 39 a share actually happen.

What the interviewer asks next

  • If Vaanya lists 25% of the finance arm at 1.5x book, what happens to the discount on the rest?
  • How would you treat a 30% minority shareholder in the chemicals business?
  • Why might a holding company discount be larger in some markets than in others?

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

← Case 034A cloud kitchen has a known order value, cost structure and monthly fixed cost. How many orders a day does it need to break even, and which lever moves break-even most?Case 036 →A buyer can acquire a brand business as an asset deal and step up the tax basis, or as a share deal and inherit the old basis. How much is the asset deal worth to the buyer, and how should the seller's extra tax be shared?

Company names and figures are illustrative.

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