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040

Case 040Capital markets and financingCore

A chemicals company needs Rs 2,000 crore for an acquisition. Compare all debt, all equity and a 50/50 mix on EPS and on leverage against the rating threshold, and recommend one.

CSCredit SuisseAnonymous interview candidate in · 2021

1The situation

Pavak Chemicals earns EBITDA of Rs 850 crore and net income of Rs 500 crore, has net debt of Rs 2,000 crore, and has 20 crore shares trading at Rs 500, so EPS is Rs 25.00 and the P/E is 20. It has agreed to buy a speciality chemicals business for Rs 2,000 crore that adds Rs 150 crore of EBITDA and Rs 90 crore of net income before any new financing cost.

New debt would cost 8.5% before tax; tax is 25%. New shares can be issued at Rs 500. Pavak's rating agency has said it would expect leverage to stay at or below 3.0x net debt to EBITDA for the current rating.

2Your task

What does each funding mix do to EPS and to leverage, and which would you recommend?

Quick check

Which funding mix gives the highest EPS?

Worked solution

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

30-second answerThe answer to give first

All equity: it dilutes EPS least, 1.7% against 7.5% for all debt, and is the only option that leaves room under the 3.0x rating line. All debt takes leverage to 4.0x and almost certainly costs the rating. The 50/50 mix lands exactly on 3.0x with no headroom and dilutes 4.3%. Equity wins on both counts because Pavak's shares, at 20x earnings, cost less than its debt after tax.

Step 1What does each rupee of funding cost Pavak in earnings terms?

Before any table, compare the yields. New shares cost Pavak its earnings yield, 1 over a P/E of 20, 5.0%; new debt costs 8.5% less the tax shield, 6.375%; and the target earns Rs 90 crore on Rs 2,000 crore, 4.5%. A business earning 4.5% bought with money costing 5.0% or more dilutes every way you fund it, so the question is which currency dilutes least. A family that borrows at 6.4% to buy a fixed deposit paying 4.5% is worse off than one that sells a share of the house at 5%, even though borrowing usually feels cheaper.

Rs croreStandaloneAll debt50/50 mixAll equity
New debt2,0001,000
New shares, crore2.04.0
Net income incl. target500590590590
After-tax interest on new debt(127.5)(63.75)
Pro forma net income500462.5526.25590
Shares, crore20202224
EPS, Rs25.0023.1223.9224.58
EPS change-7.5%-4.3%-1.7%
Net debt / EBITDA of 1,0002.35x4.0x3.0x2.0x
All debt cuts Pavak's EPS to Rs 23.12 and takes leverage to 4.0x; the 50/50 mix gives Rs 23.92 at exactly 3.0x; all equity gives Rs 24.58, the least dilution, at 2.0x.
Step 2How does the rating threshold change the answer?

Leverage is the constraint the EPS table cannot show. Combined EBITDA is Rs 1,000 crore, so 3.0x allows total net debt of Rs 3,000 crore, only Rs 1,000 crore more than today; all debt overshoots to 4.0x and the 50/50 mix uses every rupee of headroom. A downgradeA rating agency lowering its view of a borrower credit quality, which usually raises the interest rate on new debt and can trigger clauses in existing loans. would raise the cost of all of Pavak's debt, not only the new borrowing, and a 50/50 mix sitting on the line would be one weak quarter away from one.

The same three funding mixes, on EPS and on the rating testEPS change against Rs 25.00Net debt / EBITDA after the deal0%-7.5%Rs 23.12All debt-4.3%Rs 23.9250/50 mix-1.7%Rs 24.58All equity4.0xAll debt3.0x50/50 mix2.0xAll equity3.0x rating line
All debt dilutes Pavak's EPS by 7.5% and breaches the 3.0x rating line at 4.0x; the 50/50 mix dilutes 4.3% and sits on the line; all equity dilutes 1.7% and leaves leverage at 2.0x.
Step 3When would the answer flip, and what is the recommendation?

Say the condition, because that is what the interviewer is really testing. Equity is the cheaper currency only while Pavak's P/E is above about 15.7x, the point where its earnings yield equals the 6.4% after-tax cost of debt; below that, debt dilutes less and the rating becomes the only argument for equity. At 20x Pavak is well above it. The recommendation is to fund with equity, or with mostly equity and a small amount of debt that keeps leverage around 2.5x, so the rating is protected with room to spare. The limits: a share issue usually needs a discount to the market price, which raises dilution; and EPS in year 1 is not value, so the board should also ask whether Rs 2,000 crore for Rs 90 crore of income is a good price at all.

Where candidates lose it

The common loss is saying debt is cheaper, so fund with debt, and producing the most dilutive and riskiest option. The comparison that matters for EPS is the after-tax cost of debt against the earnings yield on the shares, and at 20x the shares win.

The second is ignoring the rating. Two of the three options break or touch the 3.0x line, and an interviewer in capital markets wants the rating named before EPS is discussed.

What the interviewer asks next

  • If the share issue needs a 5% discount, what is EPS under all equity?
  • Pavak is listed in two markets. How would you decide where to raise the equity?
  • What mix of debt and equity keeps leverage at 2.5x, and what is EPS then?

Asked at Credit Suisse, Investment Banking, Anonymous interview candidate in, 2021 (Wall Street Oasis): In this specific deal would you recommend a equity raising or a debt raising. Be specific why?

← Case 039Two software companies: one grows fast and burns cash, the other grows slowly and throws off cash. Compare them on the rule of 40 and growth-adjusted multiples, and say which looks cheaper.Case 041 →Two tile makers propose a merger of equals with a 55/45 ownership split. Run a contribution analysis and say whether the split is fair to the smaller company.

Company names and figures are illustrative.

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