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062

Case 062Deal executionWarm up

Samvit Logistics buys Pathik Couriers for cash funded by new debt. Compute goodwill, including the deferred tax on the intangible written up, and walk through how the combined balance sheet changes.

CitiNew York · 2025

1The situation

Samvit Logistics, which has assets of Rs 2,000 crore, liabilities of Rs 1,200 crore and equity of Rs 800 crore, buys 100% of Pathik Couriers for Rs 800 crore in cash. It borrows the whole Rs 800 crore as new debt and pays it to Pathik's shareholders.

Pathik's balance sheet shows assets of Rs 500 crore and liabilities of Rs 200 crore, both at fair value, except that Pathik's customer relationships, not on its books, are valued at Rs 200 crore. The tax base of those relationships stays at zero, and the tax rate is 25%.

2Your task

What is goodwill, and what changes on Samvit's balance sheet once the deal closes?

Quick check

What is goodwill?

Worked solution

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

30-second answerThe answer to give first

Goodwill is Rs 350 crore. Pathik's book equity is Rs 300 crore; customer relationships add Rs 200 crore at fair value but carry a Rs 50 crore deferred tax liability, so identifiable net assets are Rs 450 crore. Rs 800 crore less Rs 450 crore is goodwill. Samvit's assets rise by Rs 1,050 crore, its liabilities by the same amount, including Rs 800 crore of new debt, and its equity does not change.

Step 1How do you work out goodwill?

Buy a running tea stall for Rs 8 lakh. The stove, the stock and the cart are worth Rs 3 lakh; the loyal morning crowd is worth something you can name too. Whatever you paid beyond everything you can list and value is the extra for the spot and the habit. Goodwill is the price paid less the fair value of every identifiable asset and liability, the leftover that cannot be pinned on anything specific. So you value what you can identify first and let goodwill fall out at the end.

Step one: book equity, Rs 500 crore of assets less Rs 200 crore of liabilities, Rs 300 crore. Step two: write up what the books miss. Customer relationships worth Rs 200 crore go on the balance sheet as an intangible. Step three: tax. The tax base of the relationships stays at zero, so when they are amortised in the books there is no matching tax deduction. That gap creates a deferred tax liabilityA provision for tax that will be payable later because an asset’s book value exceeds its tax base. It unwinds as the book value is written down. of 25% of Rs 200 crore, Rs 50 crore, which reduces the net assets acquired.

What Rs 800 crore buys: identifiable net assets first, goodwill last300Book equity500 assets - 200 liab.+200Fair value upliftcustomer relationships-50Deferred tax25% of the uplift+350Goodwillthe balancing figure800Price paidcash, from new debt= 450
Of the Rs 800 crore price, Rs 300 crore buys Pathik's book equity, Rs 200 crore its customer relationships, less a Rs 50 crore deferred tax liability on them, and the remaining Rs 350 crore is goodwill.
The relationship
Goodwill=800−(300+200−0.25×200)=800−450=350\text{Goodwill} = 800 - \big(300 + 200 - 0.25 \times 200\big) = 800 - 450 = 350
800the purchase price, paid in cash
300Pathik's book equity, assets of 500 less liabilities of 200
200fair value of customer relationships not on Pathik's books
0.25 x 200deferred tax liability on the uplift
What it says in wordsPrice less identifiable net assets at fair value, after the deferred tax they create, is goodwill.
Step 2What changes on the combined balance sheet?

Pathik's equity disappears: Samvit bought it, so it is replaced by what Samvit paid. On the asset side, add Pathik's Rs 500 crore of assets, Rs 200 crore of customer relationships and Rs 350 crore of goodwill, Rs 1,050 crore in all. On the other side, add Pathik's Rs 200 crore of liabilities, the Rs 50 crore deferred tax liability and Rs 800 crore of new debt, also Rs 1,050 crore. Samvit's equity stays at Rs 800 crore, because a cash deal funded by debt swaps borrowing for a business; no new shares are issued.

The combined balance sheet grows on both sides; Samvit's equity does not moveSamvit assets 2,000Assets beforeLiabilities 1,200Equity 800Funding beforeSamvit 2,000Pathik assets 500Customer rel. 200Goodwill 350Assets after: 3,050Samvit 1,200Pathik liab. 200New debt 800Equity 800Funding after: 3,050Deferredtax 50
After the deal Samvit's assets grow from Rs 2,000 crore to Rs 3,050 crore and its liabilities from Rs 1,200 crore to Rs 2,250 crore, including Rs 800 crore of new debt, while its equity stays at Rs 800 crore.
Line, Rs croreSamvitPathik at fair valueDeal entriesCombined
Assets2,0005002,500
Customer relationships200200
Goodwill350350
Total assets2,0007003503,050
Liabilities1,2002001,400
Deferred tax liability5050
New debt800800
Equity800450(450)800
Total funding2,0007003503,050
Pathik's Rs 450 crore of fair-value equity is eliminated against the price; the Rs 800 crore of new debt and Rs 350 crore of goodwill are the deal entries, and both sides total Rs 3,050 crore.
Step 3What happens to these numbers after day one?

If the customer relationships are amortised over ten years, Rs 20 crore a year runs through the income statement, and Rs 5 crore of the deferred tax liability releases each year, so the after-tax hit to profit is Rs 15 crore. Goodwill is not amortised under current Ind AS and IFRS rules; it is tested for impairment each year and written down only if the business is worth less than its carrying value. Confirm the current standard before you quote it, as the treatment has been debated. Leverage also moves: Samvit's debt-funded deal adds Rs 800 crore of borrowing with no new equity, which is the first thing its lenders will look at.

Where candidates lose it

The common error is goodwill of Rs 500 crore, price less book equity, forgetting the identified intangible. The next most common is Rs 300 crore: recognising the intangible but missing the deferred tax liability it creates, which pushes goodwill back up to Rs 350 crore.

The other slip is adding Pathik's equity to Samvit's. The target's equity is always eliminated in an acquisition; only new shares issued by the buyer would change the combined equity.

What the interviewer asks next

  • Samvit had paid in new shares instead of cash. What changes on the balance sheet?
  • Two years later Pathik loses its largest customer. Which line takes the hit, and through which statement?
  • Why would a buyer prefer more of the price allocated to identifiable intangibles rather than goodwill, or less?

Asked at Citi, Investment Banking, New York, 2025 (Wall Street Oasis): Balance sheet changes during a merger

← Case 061Shunyak Data Centres has 100 MW operating and 150 MW under construction. How would you value the operating and development portfolios, and what risk sits in each?Case 063 →Hemvik Pharma can borrow Rs 1,000 crore at 9% or issue a 2% convertible at a 30% premium. Compare EPS under each, find the share price at which conversion makes sense, and say what Hemvik is really selling.

Company names and figures are illustrative.

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