Professional Documents
Culture Documents
AFM
Mock C – Answers
2 K A P LA N P UB L I S H I N G
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1 GRIMALDI CO
(a) Acquisition and organic growth
The two most common methods by which a company can grow are acquisition and
organic growth.
Acquisition is when one company takes over another, and organic growth is when a
company sets up a new business from scratch.
The relative advantages of the two methods are:
Advantages of acquisition (disadvantages of organic growth)
• Acquisition generally leads to quicker growth, since the new business is already
set up and fully functioning. This may be important if economies of scale are
significant.
• After an acquisition, the integration of two businesses can lead to an exchange
of ideas and methods which can help to make both businesses more efficient.
• Acquisition helps to avoid the risk of failure which is always associated with
setting up a new business.
• Acquisition can eliminate a competitor from the market place, thus reducing the
risk attached to future earnings.
• When one firm acquires another, synergies (value gains) are often achieved, so
that the combined firm is worth more than the two firms individually. For
example, there could be savings in marketing costs if a design company and a
printing company decide to target customers together rather than
independently. These savings will lead to value gains for the combined firm’s
shareholders.
Disadvantages of acquisition (advantages of organic growth)
• Organic growth is usually cheaper than acquisition – when a business is
acquired, a premium often has to be paid to cover the intangible assets (e.g.
goodwill, brand) of the target company.
• Organic growth avoids the culture clashes which often arise if a business is
acquired and the two firms are integrated.
• Organic growth can be planned very carefully to fit in exactly with the company’s
objectives. Sometimes when a new business is acquired, it may have some
operations in different regions or industries which the acquiring company did
not plan to enter.
(b) REPORT
To: The Directors, Grimaldi Co
From: An Advisor
Date: Today
Subject: The proposed diversification into the design industry
Introduction
I have presented below some valuation calculations for Manin Co, together with an
explanation of different payment methods, and an overview of
dividend/financing/investment policies.
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An offer of, say, $15m might well be a suitable opening bid. If this offer is
rejected as being too low, Grimaldi should be prepared to increase the bid to
round about $20m if necessary.
(ii) The method of payment in the acquisition
The process by which one company acquires another can indeed be complex
and time consuming. The terms of the offer and the method of payment used
are particularly important, since an inappropriate choice of method could see
the target company shareholders refusing to sell their shares.
There are three main methods of paying for a target company’s shares: cash,
share for share exchange, or earn-out.
Cash offer
A cash offer is the simplest for the target company’s shareholders to understand
– they are offered a fixed cash sum for their shares, which they can spend
immediately, as long as they first settle any capital gains tax liability. This gives
the target company shareholders an exit route from the company. Given that
Manin is unquoted, this may well be important to Manin’s shareholders since
no ready market exists for the shares elsewhere. From Grimaldi’s point of view,
the cash would need to be raised and paid out straight away. This might cause
liquidity problems, or gearing problems if the money has to be borrowed.
Share for share exchange
In a share for share exchange, Grimaldi would issue some new shares and give
them to the Manin shareholders in exchange for their Manin shares. This
enables the target company shareholders to maintain a stake in the company,
but the value of the offer might be difficult for them to assess (especially in this
case, where both Grimaldi and Manin are unquoted companies so their shares
will have no readily available market value). Grimaldi would now not need to
find the cash in the short term, so may prefer this method.
Earn-out
In an earn-out, Grimaldi would pay some of the consideration straight away, but
would delay the balance and only pay it if certain targets were met in the years
after the acquisition.
This would give a measure of security to Grimaldi, who would pass some of the
financial risk associated with the purchase of Manin on to the Manin
shareholders.
Earn-outs normally work best when the target company is an owner-managed
business, so that the owners are incentivised to carry on working for the
enlarged business after the acquisition and to strive towards targets to ensure
they maximise the consideration payable. The idea is that this should benefit the
acquiring company too, since it will help to ensure that the acquisition is
successful.
A combination of methods
As an alternative to any of the three options mentioned above, a combination
of the methods can sometimes be used. For example, if some of Manin’s
shareholders would prefer the certainty of a cash offer, but some would prefer
to maintain an interest in the business through a share for share exchange, a
choice of cash or shares could be offered.
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Marking scheme
Marks
(a) One mark per well explained point Max 6
(b)(i) P/E method– profit after tax 1
– PAT × P/E ratio 1
– non-marketability discount discussion 1
NPV method – EBIT and tax 1
– Depreciation 1
– Capital expenditure 1
– Working capital investment 1
– Year 1 – 4 value (at 12%) 1
– Year 5 – onwards value (at 12%) 2
– Total value (D + E) 1
– Deduct value of debt to give equity value 1
Assumptions Max 3
Reservations Max 3
Conclusion – logical offer based on calculated figures Max 2
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Total part (b)(i) Maximum 18
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(ii) Payment methods – cash Max 3
– share for share Max 3
– earn-out Max 2
– a combination 1
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Total part (b)(ii) Maximum 7
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Professional skills
Communication
General report format and structure (use of headings/sub-headings and an
introduction)
Style, language and clarity (appropriate layout and tone of report response,
presentation of calculations, appropriate use of the tools)
Effectiveness of communication (answer is relevant, specific rather than general and
focused to the requirement)
Analysis and Evaluation
Appropriate use of the data to determine suitable calculations
Appropriate use of the data to support discussion and draw appropriate conclusions
Demonstration of reasoned judgement when considering key matters for this specific
company
Demonstration of ability to consider relevant factors applicable to this specific scenario
Scepticism
Effective challenge of information and assumptions supplied and, techniques carried
out to support any decision
Demonstration of the ability to probe into the reasons for issues and problems,
including the identification of missing information or additional information, which
would alter the decision reached
Commercial acumen
Effective use of examples and/or calculations from the scenario information and other
practical considerations related to the context to illustrate points being made
Recognition of external constraints and opportunities as necessary
Maximum 10 marks
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FRAs
FRAs are Over The Counter ('OTC') instruments, which means that they are provided
by banks and can be tailored to a firm’s particular circumstances. Under an FRA, the
firm borrows at the standard market rate, and then any difference between this rate
and the FRA fixed rate is paid to, or received from, the bank as necessary. An example
of this is presented below.
Futures contracts
Futures contracts are standardised derivative products which are traded on
exchanges. The fact that they are standardised means that they cannot necessarily be
tailored specifically to a firm’s specific requirements. N.B. However, in this case (see
calculations below for details) four contracts can be used to cover the borrowing
exactly. As a consequence, futures hedges are not always completely efficient, so the
results of futures and FRA hedges will not necessarily be the same.
Options contracts
Options can be OTC instruments or exchange traded. In this case it appears that the
options quoted are traded options – we are presented with a table showing premia at
various exercise prices for standard sized $1 million contracts. A premium is paid when
the option is set up, and then the holder of the option can decide later whether to
exercise the option or to let it lapse. The calculations below show how options can be
used in this case.
Calculations – likely hedge outcomes
FRA:
For a borrowing which starts in 3 months and finishes 4 months later, the 3 – 7 FRA
would be used. The higher rate quoted (5.55%) is the rate applicable to borrowings.
Hence the effect of the FRA would be to fix Barrie Co’s interest rate to 8.15% (5.55% +
2.60%). If the base rate were to be 6% at the end of December, the cash flows to Barrie
would be:
Interest payable (at the standard 2.60% above base rate) = 8.60% × $3m × 4/12 = $86,000
FRA: Compensation due: (6.00% – 5.55%) × $3m × 4/12 = $4,500
Net interest payable (86,000 – 4,500) = $81,500
Futures contract:
To use futures contracts, the hedge needs to be set up in advance by addressing 3 key
questions:
1 Initially buy or sell futures? Borrowing →sell futures to set up the hedge
2 How many contracts? To cover $3 million for 4 months, with standard $1 million
3 month contracts, we need 4 contracts.
3 Which expiry date? Here, the December contracts match the transaction date
exactly.
i.e. contact the exchange immediately, and arrange to sell 4 December contracts, at
the initial futures price of 94.55.
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If the base rate is 6% on 31 December, the December futures price should theoretically
be 94.00 (100 – the expected rate at the end of December), so the cash flows for Barrie
Co will be:
Transaction:
Interest payable (at 2.60% above base rate) = 8.60% × $3m × 4/12 = $86,000
Futures market:
Initially: Sell 94.55
Closing out: Buy 94.00
Gain 0.55% × amount covered i.e. 4 (contracts) = $5,500
× $1m × 3/12
Net interest payable (86,000 – 5,500) = $80,500
Options contract:
To use options contracts, the hedge needs to be set up in advance by addressing 4 key
questions:
1 Do we need call or put options? Borrowing →sell futures to set up the hedge, so
PUT options (options to SELL) are needed
2 How many contracts? To cover $3 million for 4 months, with standard $1 million
3 month contracts, we need 4 contracts.
3 Which expiry date? Here, the December contracts match the transaction date
exactly.
4 Which exercise price should be used? Let’s find the cheapest alternative,
including the cost of the premium:
Implied Premium cost Total cost
borrowing rate (Dec Put)
94.50 5.50% 1.80 7.30%
94.00 6.00% 1.39 7.39%
93.50 6.50% 0.92 7.42%
Note that the cheapest overall cost corresponds to the 94.50 exercise price, so
94.50 options should be chosen.
Summary
Contact the exchange immediately, and arrange to buy 4 December put options, with
an exercise price of 94.50. The premium payable immediately will be
1.80% × 4 × $1m × 3/12 = $18,000
As above, if the base rate is 6% on 31 December, the December futures price should
theoretically be 94.00 (100- the expected rate at the end of December), so the cash
flows for Barrie Co will be:
Transaction:
Interest payable (at the standard 2.60% above base rate)
= 8.60% × $3m × 4/12 = $86,000
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Futures/options market:
Exercise options, since interest rates have risen and we are borrowing money:
Initially: Sell (put options) 94.55
Closing out: Buy 94.00
Gain 0.50% × amount covered = $5,000
Net interest payable (86,000 – 5,000) i.e. 4 (contracts) × $1m × 3/12 = $81,000
Marking scheme
Marks
(a) Link to credit risk 1
Explanation of AA rating 1
Methods of determining credit risk 3
Explanation of credit spread 1
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Total part (a) Maximum 5
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(b) Features of FRA 2
Features of futures 2
Features of options 2
FRA calculation 2
Futures calculation 3
Options calculation 4
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Total part (b) Maximum 15
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Professional skills marks (see below) 5
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Total 25
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3 HAWLEY CO
(a) The main advantage of the financing package is that it would allow the buy-out to go
ahead, and the MBO team to have control of the organisation with ownership of 80%
of the equity, whilst only contributing 11% of the required capital.
The effectiveness of control, however, depends upon the MBO team remaining a
cohesive voting group. If less than 50% of shares are to be held by the key senior
management group, control is less secure.
A disadvantage of achieving control with a small percentage of the required capital is
that capital gearing will be extremely high. Even in comparison to other management
buy-outs an initial debt to equity ratio of 600% ($30 million debt to $5 million equity)
is unusually high. It is understandable that EPP Bank, as the major risk bearer of debt,
has imposed a covenant that seeks to reduce capital gearing over the next four years.
VC Co is offering unsecured mezzanine finance. This is very high risk debt and a
premium of 5% over secured debt is not unusual. $2 million of the debt is repayable
each year during the five year period, which may result in cash flow problems for AIR
Co, or necessitate the company seeking further finance.
If the warrants are exercised, up to 1 million new shares would be issued raising
$1 million in new capital. The ownership structure following the exercise of all the
warrants would be approximately 73% for the MBO team, 18% for Hawley Co and
9% for VC Co, which still maintains control for the MBO team (albeit with less than the
75% of voting rights needed to pass a special resolution in general meetings).
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(b) The projected income statements for the airport are detailed below:
Year 1 2 3 4
Landing fees 14,700 15,435 16,207 17,017
Other turnover 9,030 9,482 9,956 10,453
––––––– ––––––– ––––––– –––––––
23,730 24,917 26,163 27,470
––––––– ––––––– ––––––– –––––––
Labour 5,460 5,733 6,020 6,321
Consumables 3,990 4,190 4,399 4,619
Central services 3,000 3,150 3,308 3,473
Other expenses 3,675 3,859 4,052 4,254
Interest (W1) 4,400 4,040 3,680 3,320
––––––– ––––––– ––––––– –––––––
20,525 20,972 21,459 21,987
––––––– ––––––– ––––––– –––––––
Taxable profit 3,205 3,945 4,704 5,483
Taxation (33%) 1,058 1,302 1,552 1,809
Dividend 0 0 0 0
––––––– ––––––– ––––––– –––––––
Retained earnings 2,147 2,643 3,152 3,674
––––––– ––––––– ––––––– –––––––
(W1) Interest
Interest in year 1 = (13% × $20m) + (18% × $10m) = $4.400m
Interest in year 2 = (13% × $20m) + (18% × $8m) = $4.040m etc.
Notes and assumptions
1 Landing fees, other turnover, labour, consumables and other expenses continue
as at the last income statement, increased by 5% per year.
2 It is assumed that the central services of Hawley Co continue to be used. Hawley
Co is a major shareholder and has a vested interest in providing efficient services
and marketing.
3 No dividend is assumed to be paid during the first four years.
4 The data is based upon a projected funding requirement of $35 million. This
does not allow for working capital requirements, which could increase gearing
and interest costs significantly.
5 If the interest cap is purchased, this will require immediate finance of $800,000
which gives protection against interest rates of 15% or higher. Whether the cap
is used depends upon expectations of future interest rate levels. For the
purposes of these calculations, the interest rate on the floating rate loan is
assumed not to change, and therefore it has been assumed that the cap will not
be purchased.
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Marking scheme
Marks
(a) Advantages (1 mark per sensible point) 4
Disadvantages (1 mark per sensible point) 4
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Total part (a) Maximum 7
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(b) Profit forecasts (1 mark each for revenue, costs, interest and tax) 4
Assumptions (1 mark per sensible point) 3
Gearing calculations, and conclusion 3
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Total part (b) Maximum 9
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(c) Suggested actions (1 mark per sensible point) 4
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Total part (c) Maximum 4
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Professional skills marks (see below) 5
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Total Maximum 25
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Professional skills marks
Analysis and Evaluation
Appropriate use of the data to determine suitable calculations
Appropriate use of the data to support discussion and draw appropriate conclusions
Appraisal of information objectively to make a recommendation on preferred payment
method
Scepticism
Effective challenge and critical assessment of the information and assumptions
provided
Commercial acumen
Effective use of examples and/or practical considerations related to the context to
illustrate points being made
Maximum 5 marks
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