**Part 2 – Lesson 15**

Below are several questions regarding accretion / dilution. Try to solve these in your head or on paper. In other words, try it without Excel!

** Question 1** – Company A trades at 20x EPS, while Company B trades at 10x EPS. Company A has $1 of EPS, while Company B has $2 of EPS. Assume Company A and Company B have equal market caps. Company A offers to acquire Company B at no premium. What is the EPS accretion / dilution to Company A?

** Answer 1** – 50%. Let’s go through it step by step:

- Company A has an EPS of $1, which we can assume to be a net income of $1 divided by a share count of 1. Similarly, Company B has an EPS of $2, which we can assume to be a net income of $2 divided by a share count of 1.
- We need to add together the net income of Company A and Company B, which yields $3 of net income.
- Company A has a stock price of $20 based on 20x $1 of EPS, and Company B has a stock price of $20 based on 10x $2 of EPS. We need to compensate Company B by paying them $20 for their stock. To do that, Company A needs to issue 1 share of their stock (currently worth $20) to Company B.
- Based on this share issuance, the pro forma Company A will now have 2 shares outstanding.
- We now divide $3 of net income by 2 shares outstanding to yield $1.50 pro forma EPS for Company A. This is 50% accretive to the standalone Company A EPS of $1.00.

** Question 2 **– Building off question 1, let’s assume that there is no increase in the value of either Company A or Company B market cap. What is the blended P/E multiple that the combined company should trade at?

** Answer 2** – 13.3x. Let’s go through it step by step:

- Company A has a market cap of $20 ($1 of net income multiplied by 20x P/E). Company B also has a $20 market cap ($2 of net income multiplied by 10x P/E). If there is no change to the market cap post acquisition, then, the combined market cap should be $40.
- We calculated in Question 1 that the pro forma net income is $3.
- Taking the market cap of $40 and dividing by the net income of $3 yields the 13.3x P/E multiple.

** Question 3 **– Building off question 1 and question 2, let’s now assume that Company A will be able to maintain its P/E multiple because investors have confidence that the growth rate of the combined business will improve. Where should Company A’s stock price trade if it is able to maintain its P/E multiple?

** Answer 3** – $30. Let’s go through it step by step:

- We calculated in Question 1 that the pro forma EPS for Company A is $1.50
- Applying the 20x P/E to $1.50 EPS yields the $30 stock price.

** Question 4 **– Let’s change up the numbers from Question 1. Company A trades at 20x EPS, while Company B trades at 10x EPS. Company A has $1 of EPS, while Company B also has $1 of EPS. Assume Company A and Company B have equal market caps. Company A offers to acquire Company B at no premium. What is the EPS accretion / dilution to Company A? If Company A trades at 15x pro forma EPS, where will Company A stock trade pro forma for the acquistion? If Company A maintains its multiple of 20x, where will the stock trade?

** Answer 4** – 33% accretion / $20 stock at 15x multiple / $26.66 stock at 20x multiple. Let’s go through it step by step:

- Company A has an EPS of $1, which we can assume to be a net income of $1 divided by a share count of 1. Similarly, Company B has an EPS of $1, which we can assume to be a net income of $1 divided by a share count of 1.
- We need to add together the net income of Company A and Company B, which yields $2 of net income.
- Company A has a stock price of $20 based on 20x $1 of EPS, and Company B has a stock price of $10 based on 10x $1 of EPS. We need to compensate Company B by paying them $10 for their stock. To do that, Company A needs to issue 0.5 share of their stock (currently worth $20) to Company B.
- Based on this share issuance, the pro forma Company A will now have 1.5 shares.
- We now divide $2 of net income by 1.5 shares outstanding to yield $1.33 pro forma EPS for Company A. This is 33% accretive to the standalone Company A EPS.
- We calculate the target stock prices by applying the 15x P/E multiple to $1.33 pro forma EPS, which yields a $20 stock price. If Company A maintains its multiple, we get a $26.66 stock price based on a 20x P/E multiple applied to $1.33 EPS.

** Question 5 **– Company A has a stock price of $100 and EPS of $10. Shares outstanding is 50mm. Company A has $500mm in cash and wishes to utilize all of its cash balance to repurchase stock at $100. What is the pro forma EPS and accretion? If Company A maintains its current multiple, where would the stock trade?

** Answer 5** – $11.11 EPS or 11% accretion / $111.11 stock at 10x multiple. Let’s go through it step by step:

- Company A will be repurchasing 5mm shares based on $500mm buyback divided by $100 buyback price. The pro forma share count will be 45mm.
- Since Company A is using cash (and assuming no lost interest income), there will be no effect to the net income of Company A. The net income of Company A is $500mm based on 50mm shares multiplied by $10 EPS.
- The pro forma EPS is $500mm net income divided by 45mm shares = $11.11 EPS
- Multiplying the $11.11 pro forma EPS by the current 10x multiple yields at $111.11 stock price.

** Question 6 **– Company A has a stock price of $100 and EPS of $10. Shares outstanding is 50mm. Company A will fund a $500mm buyback with new debt with an after-tax cost of 5%. The buyback will be executed at $100 stock price. What is the pro forma EPS and accretion? If Company A maintains its current multiple, where would the stock trade?

** Answer 6** – $10.56 EPS or 5.6% accretion / $105.56 stock at 10x multiple. Let’s go through it step by step:

- Company A will be repurchasing 5mm shares based on $500mm buyback divided by $100 buyback price. The pro forma share count will be 45mm (same as in Question 5).
- Since Company A is using debt at 5% after-tax cost, we must adjust the net income lower to account for incremental interest expense. The net income of Company A is currently $500mm based on 50mm shares which results in $10 EPS. The incremental interest expense will be $25mm based on $500mm new debt multiplied by 5% after-tax cost of debt. The pro forma net income is $475mm.
- The pro forma EPS is $475mm net income divided by 45mm shares = $10.56 EPS
- Multiplying the $10.56 pro forma EPS by the current 10x multiple yields at $105.56 stock price.