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Value (APV) Approach

The corporate valuation or residual equity methods described in Chapter 23 both work well

when a company keeps a constant capital structure. However, in many situations, there

will be a nonconstant capital structure in years immediately following the merger. For

example, this often occurs if an acquisition is financed with a temporarily high level of debt

that will be reduced to a sustainable level as the merger is digested. In such situations it is

extremely difficult to correctly apply the corporate valuation model or the equity residual

model because the cost of equity and the cost of capital are changing as the capital structure

changes. Fortunately, the adjusted present value model is ideally suited for such situations,

as we show below.

Recall from Chapter 12 that interest payments are tax deductible. This means that the

government receives less tax revenue from a levered firm than from an otherwise identical

but unlevered firm, which leaves more money available for the levered firms investors.

More money for investors increases a firms value, all else equal. In other words, the value

of a levered firm is equal to the value of an unlevered firm plus an adjustment for tax sav-

ings. The adjusted present value (APV) approach explicitly employs this concept by expressing

the value of operations as the sum of two components: (1) the unlevered value of the firms

operations (i.e., as though the firm had no debt), plus (2) the present value of the interest tax

savings, also known as the interest tax shield:

The value of an unlevered firms operations is the present value of the firms free cash flows

discounted at the unlevered cost of equity, and the value of the tax shield is the present value

of all of the interest tax savings (TS), discounted at the unlevered cost of equity rsU:1

VUnlevered 5 a

` FCFt

(23A-2)

1

t51 1 1 rsU

2t

and

VTax shield 5 a

` TSt

(23A-3)

1

t51 1 1 rsU

2t

To apply Equations 23A-2 and 23A-3, the FCF and TS must eventually stabilize at a

constant growth rate. When they do so, we can use an approach similar to the ones we used

for the nonconstant dividend model in Chapter 8 and the corporate valuation model in

Chapter 22. In those approaches, we explicitly projected the years with nonconstant growth

rates, found the horizon value at the end of the nonconstant growth period, and then calcu-

lated the present value of the horizon value and the cash flows during the forecast period.

1Although some analysts discount the tax shield at the cost of debt or some other rate, we believe that the unlevered cost

of equity is the appropriate discount rate for the interest tax savings. See Chapter 12 for a detailed explanation.

NEL

23A-2 Web Extension 23A The Adjusted Present Value (APV) Approach

1. Calculate the targets unlevered cost of equity, rsU, based upon its current capital struc-

ture at the time of the acquisition. In other words, you unlever the targets cost of

equity. From Chapter 12, Equation 12-6 expresses a firms levered cost of equity, rsL, as

a function of its unlevered cost of equity, its cost of debt (rd), and the amount of debt (D)

and equity (S) in its capital structure:

Because the weights of debt and equity in a capital structure, wd and ws, are defined

as D/(D 1 S) and S/(D 1 S), the ratio of D/S can be expressed as wd/ws. We make this

substitution in Equation 23A-4 and solve for the unlevered cost of equity:

Keep in mind that rsL, rd, wd, and ws are based upon the targets capital structure imme-

diately before the acquisition.

2. Project the free cash flows, FCFt, and the annual interest tax savings, TSt. The tax savings

are equal to the projected interest payments multiplied by the tax rate:2

You must project enough years so that the FCF and the tax savings are expected

to grow at a constant rate (g) after the horizon, which is at Year N. This means that

the capital structure must become constant at Year N 2 1 to ensure that the projected

interest payment at year N will grow at a constant rate after year N. Later in this Web

Extension we provide a detailed explanation of how to project financial statements that

reflect a constant capital structure. For the remainder of this, we will assume that your

trusty assistant has made such projections.

Notice that the APV approach does not require a constant capital structure in each

and every year of the analysis, only that the capital structure must eventually become

stable in the post-horizon period.

3. Calculate the horizon value of an unlevered firm at Year N (HVU,N), which is the value

of all free cash flows beyond the horizon discounted back to the horizon at the unlev-

ered cost of equity. Also calculate the horizon value of the tax shield at Year N (HVTS,N),

which is the value of all tax shields beyond the horizon discounted back to the horizon

at the unlevered cost of equity. Because FCF and TS are growing at a constant rate of g

in the post-horizon period, we can use the constant growth formula:

5 r 2g 5 rsU 2 g (23A-7)

unlevered firm 1HVU,N2 sU

and

5r 2g5 r 2g (23A-8)

tax shield 1HVTS,N2 sU sU

The unlevered horizon value is the horizon value of the company if it had no debt.

The tax shield horizon value is the contribution the tax savings after year N make to the

2The tax shield is based only on interest expense, not the net value of interest expense and interest income. This is because the

impact of interest income is taken into account when the value of short-term investments is added later to the value of opera-

tions. Including the impact of interest income in the tax shield would be double counting. In other words, there are no side

effects due to owning a short-term investment: The value of the investment to the company is just the reported value. This is in

contrast to debt, which does have a side effect in the sense that the cost to the company is less than the reported value due

to the tax shield provided by the debt.

NEL

The Adjusted Present Value (APV) Approach 23A-3

horizon value of the levered firm. Therefore the horizon value of the levered firm is the

sum of the unlevered horizon value and the tax shield horizon value.

4. Calculate the present value of the free cash flows and their horizon value. This is the

value of operations for the unlevered firm, that is, the value it would have if it had

no debt. Also calculate the present value of the yearly tax savings during the forecast

period and the horizon value of tax savings. This is the value that the interest tax shield

contributes to the firm. The sum of the value of unlevered operation and the value of the

tax shield is equal to the value of operations for the levered firm.

VUnlevered 5 a

N FCFt HVU,N

t

1 (23A-9)

1

t51 1 1 rsU

2 11 1 rsU2 N

VTax shield 5 a

N TSt HVTS,N

1 (23A-10)

1

t51 1 1 rsU

2t 11 1 rsU2 N

5. To find the total value of the firm, add the value of operations to the value of any non-

operating assets, such as marketable securities. To find the value of equity, subtract the

value of the debt before the merger from the total value of the firm.

1Value of tax shield

Value of operations

1Value of nonoperating assets

Total value of firm

2Value of debt

Value of equity

To find the stock price per share, divide the value of equity by the number of shares.

The APV technique is especially useful in valuing acquisition targets. Many acquisi-

tions are difficult to value using the corporate valuation model because (1) acquiring firms

frequently assume the debt of the target firm, so old debt at different coupon rates is often

part of the deal, and (2) the acquisition is usually financed partially by new debt that will

be paid down rapidly, so the proportion of debt in the capital structure changes during the

years immediately following the acquisition. Thus, the debt cost and capital structure asso-

ciated with a merger are generally more complex than for a typical firm. The easiest way

to handle these complexities is to specify each years expected interest expense and use the

APV method to find the value of the unlevered firm and the interest tax shields separately,

and then sum those values.

Using the Tutwiler illustration in Chapter 23, the APV approach requires an estimate of

Tutwilers unlevered cost of equity. Inputting Tutwilers capital structure, cost of equity, and

cost of debt, Equation 23A-5 can be used to estimate the unlevered cost of equity:

5 11.793%

NEL

23A-4 Web Extension 23A The Adjusted Present Value (APV) Approach

In other words, if Tutwiler had no debt, its cost of equity would be 11.793%.

The horizon value of Tutwilers unlevered cash flows (HVUL,2019) and tax shield

(HVTS,2019) can be calculated using the constant growth formula with the unlevered cost of

equity as the discount rate:3

HVU,2019 5 5 5 5 $124.4 million

1rsU 2 g2 1rsU 2 g2 0.11793 2 0.06

HVTS,2019 5 5 5 5 $28.7 million

1rsU 2 g2 1rsU 2 g2 0.11793 2 0.06

The sum of the two horizon values is the horizon value of operations, $153.1 million,

which is the same as the horizon value calculation we reached with the corporate valuation

model.

Row 11 in Table 23-3 shows the projected free cash flows. The unlevered value of opera-

tions is calculated as the present value of the free cash flows during the forecast period and

the horizon value of the free cash flows:

VUnlevered 5 1 1

11 1 0.117932 11 1 0.117932 2 11 1 0.117932 3

$6.4 $6.8 1 $124.4

1 4

1

11 1 0.117932 11 1 0.117932 5

5 $88.7 million

This shows that Tutwilers operations would be worth $88.7 million if it had no debt.

Next, the yearly interest tax shields are calculated. Row 6 in Table 23-3 shows yearly

interest expense. Given the tax rate of 40%, the interest tax shield for 2015 is $3.0 3 0.40 5

$1.2. Below are all the yearly interest tax shields.

Interest tax savings 5 Interest (T) $1.2 $1.3 $1.4 $1.5 $1.57

The value of the tax shield is calculated as the present value of the yearly tax savings and

the horizon value of the tax shield:

VTax shield 5 1 1

11 1 0.117932 11 1 0.117932 2 11 1 0.117932 3

1 4

1

11 1 0.117932 11 1 0.117932 5

5 $21.4 million

Thus, Tutwilers operations would be worth only $88.7 million if it had no debt, but its

capital structure contributes $21.4 million in value due to the tax deductibility of its interest

payments. Since Tutwiler has no nonoperating assets, the total value of the firm is the sum

of the unlevered value of operations, $88.7 million, and the value of the tax shield, $21.4 mil-

lion, for a total of $110.1 million. The value of the equity is this total value less Tutwilers out-

standing debt of $27 million: $110.1 2 $27 5 $83.1 million. This is also the value we obtained

using the corporate valuation model.

Table 23A-1 summarizes all three cash flow valuation methods and their assumptions.

3Note that we report two decimal places for the 2019 tax shield even though Table 23-3 reports only one decimal place.

All calculations are performed in Excel, which uses the full nonrounded values.

NEL

Projecting Consistent Debt and Interest Expenses 23A-5

TABLE

23A-1 Summary of Cash Flow Approaches

Approach

Corporate Valuation Free Cash Flow to Equity

Model Model APV Model

Cash flow FCF 5 NOPAT 2 FCFE 5 FCF 2 Interest (1) FCF

definition: Net investment in expense 1 Interest tax shield (2) Interest tax savings

operating capital 1 Net change in debt

Discount rate: WACC rsL 5 Cost of equity rsU 5 Unlevered cost

of equity

Result of present Value of operations Value of equity due to (1) Value of unlevered

value operations operations

calculation: (2) Value of the tax shield.

Together, these are the

value of operations.

How to get Value of operations 1 Value of equity due to Value of operations 1

equity value: Value of nonoperating operations 1 Value of Value of nonoperating

assets 2 Value of debt nonoperating assets assets 2 Value of debt

Assumption Capital structure is Capital structure is None

about capital constant. constant.

structure during

forecast period:

Requirement for No interest expense Projected interest expense Interest expense

analyst to projections needed must be based on the projections are

project interest assumed capital structure. unconstrained.

expense:

Assumption at FCF grows at constant FCFE grows at constant FCF and interest tax savings

horizon: rate g. rate g. grow at constant rate g.

Expenses See Ch 23 Tool Kit.xlsx at

the textbooks website for

Projecting financial statements for a merger analysis requires explicit assumptions regarding all calculations.

the capital structure in the postmerger years. This section shows how to project debt and

interest expenses that are consistent with the capital structure assumptions. Refer to the

worksheet Web 23A in the file Ch 23 Tool Kit.xlsx for all calculations.

When Capital Structure Is Constant

Recall that the FCFE model and the APV model (explained earlier in this Web Extension)

both require a projection of interest expense. If the projected interest expense is not con-

sistent with the assumed constant capital structure, then the APV and FCFE models will

produce incorrect answers. This section will show how the debt levels and interest expenses

in Table 23-3 in the text were constructed in a manner consistent with the assumed constant

capital structure. Keep in mind, though, that if the capital structure is assumed to be con-

stant, then it is always easier to use the corporate valuation model rather than either the APV

model or the FCFE model.

NEL

23A-6 Web Extension 23A The Adjusted Present Value (APV) Approach

TABLE Constant Capital Structure: The Value of Operations, Debt, and Interest Expense

23A-2 (Millions of Dollars)

FCF $ 3.2 $ 3.2 $ 5.6 $ 6.4 $ 6.8

Horizon value 153.1

Value of operations $110.1 118.7 128.2 136.3 144.5 153.1

Value of debta 33.2 35.8 38.7 41.1 43.6 46.2

Interest expenseb 3.0 3.2 3.5 3.7 3.9

aDebt 5 wd(Vop ).

bThe interest expense is based on the amount of debt at the beginning of the year: Interest expense in Year t 5 rd(Debtt-1).

Here are the steps required to project debt levels that are consistent with the assumed

constant capital structure:

1. Use the techniques of Chapter 5 to project the operating items on the financial state-

ments needed to calculate free cash flows. Notice that these projections dont depend on

the capital structure because they are for operating items and not financial items.

2. Calculate the WACC that corresponds to the constant capital structure.

3. Calculate the horizon value of operations using the corporate valuation model horizon

value formula.

4. Calculate the value of operations in each year of the projections as the present value of

the next years value of operations and the next years free cash flows.

5. Calculate the projected debt level by multiplying the value of operations by the per-

centage of debt in the assumed constant capital structure. The projected interest expense

in any year is the projected interest rate multiplied by the projected amount of debt at

the beginning of the year.

Step 1. Project Operating Items The worksheet Web 23A in the file Ch 23 Tool Kit.xlsx

shows the projected financial statement items related to Tutwiler Controls operations and its

projected free cash flows. The free cash flows are shown here in the first row of Table 23A-2.

The following sections explain the other rows of Table 23A-2.

Step 2. WACC Calculation This is the same calculation we performed in Chapter 23.

Tutwiler will maintain its current capital structure consisting of 30.17% debt and 69.83%

equity. Tutwilers cost of equity was calculated to be 13%, and its cost of debt is 9%. Tutwilers

tax rate is 40%, so its WACC is

WACC 5 wd 11 2 T2 rd 1 wsrs

Step 3. Horizon Value of Operations Tutwilers free cash flow in 2019, FCF2019, was pro-

jected to be $6.8 million with an expected growth rate of 6%. In Chapter 23, we calculated the

horizon value, HV2019, to be

FCF2019 11 1 g2 $6.8 11.062

HV2019 5 5 5 $153.1 million

WACC 2 g 0.10707 2 0.06

This horizon value is shown in the second row of Table 23A-2.

Step 4. Calculate the Value of Operations Each Year Tutwilers value of operations at the

end of 2019 is simply the horizon value of operations, $153.1 million. The value of opera-

tions at the end of 2018 is the present value of all of the cash flows to be received after 2018,

discounted back to 2018. This is equal to the present value of the value of operations in 2019

plus the 2019 free cash flow, discounted back 1 year:

NEL

Projecting Consistent Debt and Interest Expenses 23A-7

Vop 2018 5 5 5 $144.5 million

1 1 WACC 1 1 0.10707

Similarly,

Vop 2017 5 5 5 $136.3 million

1 1 WACC 1 1 0.10707

The value of operations for each year is shown in the third row of Table 23A-2.

Step 5. Calculate the Amount of Debt Each Year We assumed that Tutwilers capital

structure will remain constant each year, with debt set at 30.17% of the value of opera-

tions. Thus in 2019 debt will be $153.1(0.3017) 5 $46.2 million, and in 2018 debt will be

$144.5(0.3017) 5 $43.6 million. Interest expense is equal to the debt level at the start of the

year, which is the debt level at the end of the previous year, multiplied by the interest rate

on debt. The interest rate on debt is 9%, so in 2019 interest expense is $43.6(0.09) 5 $3.9 mil-

lion. The interest expenses for 2015 through 2018 are calculated similarly and are shown in

Table 23A-2.

The debt level in 2014 and the interest expense in 2015 deserve comment. In 2014, prior to

the merger, Tutwiler has $27 million in debt, and this comprises 30.17% of its capital structure

based on its premerger value. However, if the merger goes through, then Tutwilers value will

increase because of synergies with Caldwell, and, to maintain the assumed 30.17% of debt,

Tutwiler will immediately issue an additional $6.2 million in debt, for a total of $27.0 1 $6.2

5 $33.2 million in debt outstanding. This additional $6.2 million in debt will be in Tutwilers

capital structure by the start of 2015 and will therefore contribute to its interest expense in 2015.

Thus, Tutwilers projected 2015 interest expense is $33.2(0.09) 5 $3.0 million. Debt levels are

shown in the fourth row of Table 23A-2.

When Capital Structure Is Nonconstant

In some situations, the capital structure is assumed to change during the forecast period prior

to becoming constant at the horizon. Neither the corporate valuation model nor the FCFE

model is appropriate because the discount rates vary during the forecast period. The APV is

the appropriate approach, but it is necessary to project the interest expense at the horizon in a

manner that is consistent with the assumed post-horizon constant capital structure.

In this section we show how the interest expense at the horizon is calculated for the case

in which Tutwilers capital structure changes during the forecast period before becoming

constant at the end of the horizon. To ensure correct calculations of the horizon value of the

unlevered firm and the horizon value of the tax shield, the company must be at its long-term

constant capital structure in the last year of projections, in this case 2019. This means the debt

level at the end of 2018 must be consistent with the assumed long-term capital structure so

that the interest expense in 2019 is also consistent with the long-term capital structure. The

steps to project a consistent debt level for 2018 are similar to those described in the previous

section:

1. Use the techniques of Chapter 5 to project the operating items on the financial state-

ments needed to calculate free cash flows. Notice that these projections dont depend on

the capital structure because they are for operating items and not financial items.

2. Calculate the levered cost of equity and WACC that will prevail in the post-horizon

period when the capital structure has become constant.

3. Calculate the horizon value of operations using the corporate valuation model horizon

value formula.

4. Calculate the value of operations in the last 2 years of the forecast period.

5. Calculate the projected debt level by multiplying the value of operations by the percent

of debt in the assumed constant capital structure.

In this example, Tutwiler will have a varying amount of debt until the end of 2018, at which

point its debt level must be consistent with a long-term capital structure consisting of 50%

debt. The results of these calculations appear in Table 23A-3.

NEL

23A-8 Web Extension 23A The Adjusted Present Value (APV) Approach

23A-3 Operations, Debt, and Interest Expense at the End of the Forecast Period

(Millions of Dollars)

FCF $3.2 $3.2 $5.6 $ 6.4 $ 6.8

Horizon value 185.1

Value of operations 174.6 185.1

Value of debt 87.3

Interest expense 8.3

Step 1. Project Operating Items The worksheet Web 23A in the file Ch 23 Tool Kit.xlsx

shows the projected financial statement items related to Tutwilers operations and its pro-

jected free cash flows. The free cash flows are shown here in the first row of Table 23A-3. The

following sections explain the other rows of Table 23A-3.

Step 2. Calculate the Unlevered Cost of Equity and WACC at Post-Horizon Target

Capital Structure Earlier in this Web Extension we calculated Tutwilers unlevered cost of

equity based on the pre-merger capital structure and pre-merger costs of debt and equity:

Under the proposed 50% debt capital structure for the post-horizon period, the interest rate

on the debt will increase to 9.5%. The cost of equity, rsL, will also increase due to the increased

leverage. This post-horizon cost of equity can be calculated with Equation 23A-3, using the

post-horizon capital structure cost of debt:

The new WACC can then be calculated from this new rsL and rd:

WACC 5 wd 11 2 T2 rd 1 wsrsL

This is the WACC that should persist at the horizon and thereafter.

Step 3. Calculate the Horizon Value of Operations The horizon value of operations at the

new WACC is

FCF2019 11 1 g2

HV2019 5

WACC 2 g

$6.8 11.062

5 5 $185.1

0.09893 2 0.06

Step 4. Calculate the Value of Operations in the Last Year and the Prior Year The value of

operations at the end of 2019 is simply the horizon value, $185.1 million. The value of opera-

tions at the end of 2018 is the present value of the value of operations in 2019 and the free

cash flow in 2019:

NEL

Projecting Consistent Debt and Interest Expenses 23A-9

Vop 2018 5

1 1 WACC

$185.1 1 $6.8

5 5 $174.6 million

1 1 0.09893

The values of operations for 2018 and 2019 are shown in the third row of Table 23A-3.

Step 5. Calculate the Debt Level in the Year Prior to the End of the Horizon The debt level

in 2018 is now easy to calculate. It is the post-horizon target percentage of debt multiplied by

the value of operations in 2018:

and the interest in 2019 is simply the debt at the end of 2018 multiplied by the interest rate:

This is the interest used to calculate the horizon value of the interest tax shield in the text.

The debt levels and interest tax shields during the prior years need not conform to a con-

stant capital structure. As long as the interest expense in the last projected year is expected

to grow at a constant rate, which our calculations guarantee, the APV approach may be

applied.

There is a shortcut when calculating the APV if you dont need to know the separate

values of the unlevered firm and the value of its tax shields. First, use the corporate valuation

models horizon value calculation to calculate the horizon value based on the WACC that

will persist in the long term and the last years projected free cash flows. Second, calculate

the interest tax shields that will result from the assumed debt levels prior to the horizon.

These assumed debt levels prior to the horizon need not be consistent with any particular

long-term debt policy. Third, add the interest tax shields, the horizon value, and the free

cash flows together for each year. Fourth, discount these cash flows at the unlevered cost of

equity.

For example, Table 23A-4 shows the free cash flows from Table 23A-3 and the horizon

value that we calculated for the case in which Tutwilers capital structure was nonconstant

during the forecast period but stabilized with 50% debt in the post-horizon period. The

interest tax savings in the horizon year are calculated from Table 23A-3, while the other

tax savings are provided in the file Ch23 Tool Kit.xlsx. These values are summed on the

last row of Table 23A-4. The value of operations is their present value when discounted at

the unlevered cost of equity:

Vop 5 1 1 1 1 5 $133.0

1.11793 1.117932 1.117933 1.117934 1.117935

TABLE

23A-4 Shortcut APV Calculation

FCF $3.2 $3.2 $5.6 $6.4 $ 6.8

Horizon value 185.1

Interest tax saving 2.0 2.4 2.8 3.0 3.3

FCF, tax saving, and HV $5.2 $5.6 $8.4 $9.4 $195.2

NEL

23A-10 Web Extension 23A The Adjusted Present Value (APV) Approach

This gives the value of the firms operations, without separating out the unlevered value and

the value of the tax shield. These calculations are simpler because a final interest expense

consistent with the long-term capital structure need not be calculated, nor must separate

unlevered values and tax shield values be calculated. This simplified calculation is also

called the compressed adjusted present value model.4

4See S. N. Kaplan and R. S. Rubak, The Valuation of Cash Flow Forecasts: An Empirical Analysis, Journal of Finance,

September 1995, pp. 10591093, for a discussion of the compressed adjusted present value model.

NEL

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