Week 4
Week 4
Week 4
PRIVATE EQUITY
AND VENTURE
CAPITAL
By Professor Stefano Caselli
Universit Bocconi and SDA Bocconi
Content 1
1. Company Valuation Fundamentals
2. Company Valuation Fundamentals: The Pillars of DCF
This clip provides you with an overview of the fundamentals of company valuation,
while in subsequent clips some specific valuation models will be focused on and their
application to PE.
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1
Company Valuation
Company valuation is the assessment of companys value.
Concerning PE, company valuation is a fundamental step since the PEI needs to know
the value of the company in which it is investing to decide to buy either newly
issued shares or already existing.
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1
Company Valuation
The process of company valuation is the core of the investing phase.
We will use corporate finance theory to do that.
However, what is peculiar about PE is that equity has to be calculated in two
different moments:
Time 0: The moment in which the PEI decides to invest and in which the PEI
buys the shares of the private company
Time n: The moment when it exits
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1
Company Valuation: The Macro
Components of a Balance Sheet
Current Current
Assets Liabilities
Financial Other
Investments Liabilities
Intangible
Equity
Assets
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1
Equity Value: The Pillars for Company
Evaluation
The most popular way for calculating the equity value is represented by discounted
cash flow (DCF), where the rationale behind this model lies the assumption that the
value of the company is made up by the present value of the cash flows (CF) that the
company will generate over the following years discounted at the weighted average
cost of capital (WACC).
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1
Equity Value
The general equation to calculate the equity value for an n-maturity perspective of
investment is:
n
CFt
Equity = + TVn + (SA M NFP)
t=1 (1 + WACC) t
Enterprise Value
Where:
TV is the terminal value at time n
SA are surplus (non-operating) assets
M represents the equity held by minority shareholders
NFP is the net financial position
SA, M and NFP refer (if they exist) to the time in which the valuation is made
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1
Multiples
At the same time, the multiples method is also very widespread. This takes into
consideration the company together with its peers.
For this reason, this method is used together with the DCF to develop a fine tuned
valuation.
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1
Multiples
Enterprise value/EBITDA gives a strong advice about How many times do you have to
EV/EBITDA multiply the EBITDA to buy the company? It is based on the capability of the firm to
produce gross margin.
Enterprise value/EBIT gives a strong advice about How many times do I have to multiply
EV/EBIT the EBIT to buy the company? It is based on the capability of the firm to produce
operating profit.
Enterprise value/sales gives a strong advice about How many times do I have to multiply
EV/S the sales to buy the company? It is based on the capability of the firm to produce sales.
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Content 2
1. Company Valuation Fundamentals
n
CFt
Equity = + TVn + (SA M NFP)
t=1 (1 + WACC)t
Enterprise Value
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Cash Flow WACC TV NFP, M, SA 2
DCF
The items composing DCF are the following:
Cash Flow
WACC
kd
ke
TV
NFP
Minorities (M)
Surplus Assets (SA)
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Cash Flow WACC TV NFP, M, SA 2
Cash Flow
PROFIT AND LOSS (OR INCOME) STATEMENT
- Interest expenses
= EBT
- Income taxes
= NET INCOME OR LOSS
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Cash Flow WACC TV NFP, M, SA 2
Cash Flow
CASH FLOW
EBIT
- Income taxes
+ Depreciation
- Increase in net working capital
- capital expenditure CAPEX
= CASH FLOW
This is the most widespread way to calculate the Free CF for the firm (i.e. the cash flow
available for financers and shareholders without considering a new debt issuance and the old
debt repayment).
Some authors call it also unlevered cash flow or cash flow for the firm to highlight the fact
that it does not provide any information about the capital structure.
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Cash Flow WACC TV NFP, M, SA 2
WACC
The concept of cost of capital refers to:
Cost of debt (kd or id)
Cost of equity capital (ke or ie)
That together are necessary to calculate the weighted average cost of capital (WACC).
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Cash Flow WACC TV NFP, M, SA 2
WACC:
The Cost of Debt
The cost of debt:
id* = id (1 t)
Where:
id stands for the average weighted cost of debt calculated either by dividing the
interest expenses by the financial liabilities or by taking into consideration every single
rate referring to different financings.
t stands for the corporate tax rate.
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Cash Flow WACC TV NFP, M, SA 2
WACC:
The Cost of Equity
The cost of equity capital is calculated through the Capital Asset Pricing Model (CAPM)
formula:
ie = rf + (rm rf)
Where:
rf stands for the risk free rate (the rate of return yielded by a risk-free investment
coherent in terms of maturity with the investment itself)
rm = rf + risk premium (i.e. the exceeding return investors expect from the market,
measured with historical series, with respect to a risk-free investment)
stands for the degree of correlation between the investment and the market
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Cash Flow WACC TV NFP, M, SA 2
WACC:
The Cost of Equity
The coefficient of a stock is a regression of returns of the stock against the returns on a
market index.
When a company is not listed, it is necessary to compute the beta using the data of the
comparable companies. Here follows the steps:
1) Identification of the beta of a comparable (one or more)
2) Deleveraging of the beta with comparable companies data
3) Re-leveraging of the beta using the target company data
Unlever means to exclude the effect of capital structure while relever means to re-
calculate the beta coefficient using the capital structure of the firm
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Cash Flow WACC TV NFP, M, SA 2
WACC:
The Cost of Equity
The procedure to unlever is:
u = / [1+(1 t)(D/E)]
Where D and E are the market value of debt and equity of the chosen comparable
companies.
And the procedure to relever is:
* = u x [1+(1 t)(D/E)*]
* = target company data
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Cash Flow WACC TV NFP, M, SA 2
WACC:
The Cost of Equity
Once equity and debt cost of capital have been computed, the WACC is:
Where WACC represents an effective measure of the cost of all liabilities for the company
taken into consideration.
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Cash Flow WACC TV NFP, M, SA 2
Terminal Value
The terminal value (TV) is a crucial item necessary to calculate the equity value. The
formula is as follows:
CFn x (1 + g)
(WACC g)
TVn=
(1 + WACC)n
Where g represents the perpetual growth rate by which the company is supposed to grow
every year.
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Cash Flow WACC TV NFP, M, SA 2
Surplus Assets,
Minorities, and NFP
In the end, as seen in the previous clip, we need to deduct (if they exist):
Surplus Assets
Minorities equity
Net Financial Position
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Content 3
1. Company Valuation Fundamentals
2. Company Valuation Fundamentals: The Pillars of DCF
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3
Inputs Income Statement
Income Statement (/000): Data presented in the business plan
Other Income - - - -
Interest Expenses - 300 36 36 36
(-) Increase in the Working Capital (-) 9,788 4,500 500 500
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3
Inputs Expected Holding Period (n) 4
Minorities (M) -
The aim of the PE in this case is to compute the equity value through the formula:
n
CFt
Equity = + TVn + (SA M NFP)
t=1 (1 + WACC) t
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Cash Flow WACC TV NFP, M, SA 3
Cash Flow
Starting with the EBIT, we compute the CF for the
period taken into consideration:
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Cash Flow WACC TV NFP, M, SA 3
WACC
Following the steps in the WACC calculation, we need to compute:
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Cash Flow WACC TV NFP, M, SA 3
WACC
b. unlevered
u = / [1+(1 t)(D/E)] beta unlevered 0.159337
c. relevered
* = u [1+(1 t)(D/E)*] beta relevered 0.32116
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Cash Flow WACC TV NFP, M, SA 3
WACC
e. WACC
iWACC = id* x (D/D+E) + ie x (E/D+E) WACC 2.25%
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Cash Flow WACC TV NFP, M, SA 3
Terminal Value
Computation of the terminal value (TV), using the following formula:
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Cash Flow WACC TV NFP, M, SA 3
Surplus Assets,
Minorities, and NFP
Expected Holding Period (n) 4
Minorities (M) -
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3
Equity Value
n
CFt
Equity = + TVn + (SA M NFP)
t=1 (1 + WACC) t
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Content 4
1. Company Valuation Fundamentals
2. Company Valuation Fundamentals: The Pillars of DCF
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4
Inputs
The exercise that follows is based on the assumption that the liquidity is not an issue
for the exit from this investment.
In this company, the business plan is solid and the assumptions are very reliable.
Such is the case for investments made in expansion financing.
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Inputs
The issue can be addressed by following these steps:
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4
Inputs Income Statement
Inputs from the business plan
PE Investment 4,500
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Equity Value at the End of Investment
Because the holding period is three
Business Plan Holding Period years, exiting occurs in 2017.
Given that the PE has the 30% of this equity, at the exit it represents 6,000 /000
after having made an investment of 4,500 /000 three years before.
The IRR is 10.06%.
It is good or bad?
Nobody can tell except for the investors themselves.
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4
Equity Value at the End of Investment
For this reason, when the PEI undertakes an investment, running a sensitivity analysis
is a common practice, by which the PEI combines on the one hand the EBITDA
multiples and on the other hand it combines the holding period.
EBITDA MULTIPLES
3 4 5 6 7 8
HOLDING PERIOD
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Content 5
1. Company Valuation Fundamentals
2. Company Valuation Fundamentals: The Pillars of DCF
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Step 1 Step 2 Step 3 Step 4 Step 5 5
The Venture Capital Method
The venture capital method gives an answer to a very simple question: how many
shares does a PEI have to buy considering the investment made and the expected IRR?
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Step 1 Step 2 Step 3 Step 4 Step 5 5
Inputs
Data Inputs
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Step 1 Step 2 Step 3 Step 4 Step 5 5
Step 1: The Value of the Investment
This activity concerns the calculation of the future value of the investment,
considering the expected holding period and the expected IRR, where the expected
IRR derives from the different constraints the investor has.
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Step 1 Step 2 Step 3 Step 4 Step 5 5
Step 2: TV Calculation
This activity concerns the setting of the expected holding period and the calculation
of the terminal value.
The P/E ratio can also be a starting point to calculate the TV, in addition to the DCF
method seen in the previous clips.
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Step 1 Step 2 Step 3 Step 4 Step 5 5
Step 3: The Percentage of Shares
After having computed the company TV, the investors need to compute the shares
they have the right to obtain in return for the investment made.
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Step 1 Step 2 Step 3 Step 4 Step 5 5
Step 4: The Number of Shares to Be Issued
This activity concerns the calculation of the number of new shares the venture backed
company has to issue equaling to the percentage calculated in the previous step.
100,000,000 x 68.68%
Number of shares = = 219,214.20
(1 68.68%)
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Step 1 Step 2 Step 3 Step 4 Step 5 5
Step 2: The Value of Newly Issued Shares
This activity concerns the calculation of the price of newly issued shares for the
investor.
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Content 6
1. Company Valuation Fundamentals
2. Company Valuation Fundamentals: The Pillars of DCF
As a matter of fact, nowadays this is a very good moment to launch (well-built) start
up in Europe too.
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Favorable Conditions
1) The first condition that may allow you to launch your own startup is the huge
amount of liquidity available in Europe together with the fact that interest rates
are lower these conditions make an investor keen on investing in new
projects.
3) On top of that, especially in Europe, there is a need for growth to enhance the
GDP
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Rules of a Well-Organized Sturtupper
1. Commitment, hard work, and passion
The fact that you, as the founder, believe in your work is a necessary element to
convince external investors and to demonstrate to them that your company is a good
investment.
2. Right team
In order to create a good company you need to hire the right people and the team
should be made up of people as diverse as possible.
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Rules of a Well-Organized Sturtupper
4. Numbers, numbers, numbers!!!
Passion is important as well as commitment. A startupper should never forget about
the numbers: the VC looks for an IRR in the end. Once the idea of the founder is
translated in numbers, the entrepreneur has to make sure that there is room for an
(interesting) IRR.
5. Be a risk lover
The founders have to demonstrate to the investors that they are ready to face and
share the risk with the venture capitalist.
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Final Recommendations
If you want to launch your own start up, remember that investors could be very
different being:
Business angels
High Net Worth Individuals
Incubators
Etc. ...
In any case, you have to remember that you have to select the most suitable one
for your project and needs.
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Content 7
1. Company Valuation Fundamentals
2. Company Valuation Fundamentals: The Pillars of DCF
PE has a very important share in the worldwide M&A market, in Europe as well
as in the US and this share is going to increase especially in those industries
where corporate strategic barriers are low.
I think that worldwide PE plays a very important role. As for Italy, this is even
bigger for two reasons: in the first place the IPO market is very weak and PE
could replace this IPO market, in addition to that PE can be extremely
important to support domestic groups in consolidation processes.
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Q&A
M&A is relevant and complex at the same time. In your opinion, what are the key
issues for a company to manage M&A?
Great support to SMEs and bigger companies as they enter the financial
markets.
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Q&A
An IPO is one of the exit mechanisms for private equity and venture capital. How do
you see the relationship between PE and stock exchange and what are the key issues
for an SME that jumps into the stock exchange?
In Southern Europe there is a huge number of SMEs, not very close to the
capital markets. It is mainly for them that PE plays a bigger role.
The SMEs usually have a bigger perception of the distance between them and
the stock exchange. This is more of a psychological problem rather than a
technical one. Hence, we are creating markets that can be tailor-made for
smaller companies, and we are trying to engage with companies at an early-
stage of life.
This is why three years ago we launched ELITE, which has proved to be very
successful. It is not a market but a business support program for SMEs in which
we train and coach companies and their managers.
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Q&A
Can you say something more about ELITE that is becoming an exceptional format to
sustain SMEs towards the capital market? What is the challenge for Borsa Italiana
(Italian Stock Exchange)?
ELITE turned out to be a magical solution, not only for Italian SMEs. It is a
quite recent understanding that let us know why companies would not go public.
It is all about creating the right environment. We provide an early-stage
training, together with top business schools, such as Bocconi University; then we
move to a phase in which companies are pushed towards change. We ask them to
explore new areas, such as business areas or their governance mode.
Eventually we present them to our investors. This program does not necessarily
lead to the stock exchange rather to consider all possible options that can
accelerate growth.
Content 9
1. Company Valuation Fundamentals
2. Company Valuation Fundamentals: The Pillars of DCF
PE can help companies throughout their life cycle. PE can turn ideas into
businesses and can support expansion as well. PE funds can also help in their
restructuring and turnaround phases.
In todays world, even if a company has a very sound business plan, it can be
strongly hit by sudden events which change the value of the company.
This is why PE funds that invest in change are more than welcome!
Without such players in the markets these companies overwhelmed by change
would go bankrupt and we would lose their so-called going concern value.
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Q&A
What are the key issues for a PE investor that has to manage restructuring and
special situations?
The most important thing is to have the right mindset. The PE has to look at
all those unsuccessful cases and point out those few companies which have a
chance.
This is an important skill for a PE investing in turnaround and restructuring.
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Q&A
In your experience and in your opinion, what are the key trends in the market for
restructuring and special situations within the PE world?