Case 9 & 10 Analysis
Seagate Technology Buyout
The Hertz Corporation
Advanced Corporate Finance MW 2:00-3:15 PM
Question 1
On page 1, the “value-gap” is two-fold. It signifies an under-valuation of Seagate’s core disk drive operating assets due to unfavorable public market investor preferences. Furthermore, the value of the Veritas share price has caused the Veritas stake to far outweigh the value of Seagate’s stand-alone market capitalization. Since Seagate does not own at least 80% of the voting stock in Veritas, distributing the wealth intrinsic in that stake to Seagate shareholders would prove difficult due to the hefty corporate tax rate of 34% that would erode its full-value. From a sum of the parts perspective, it seems
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In addition, the cash proceeds of the buyout of Seagate’s operating assets will be distributed, along with all the cash in excess of the $765 million delivered to the buyout investors, among the existing shareholders of Seagate at the time of the buyout.
This happens through a down-stairs merger. The remaining shell would be merged with Veritas and in exchange Seagate existing shareholders are distributed new Veritas shares proportionally. This unlocks the value of the shares without facing double taxation through the corporate tax of 34%. The existing shareholders only incur a personal capital gains tax on their investment holdings. The purpose of this part of the transaction is to successfully deliver the maximum amount of value from the appreciation of the Veritas stake to Seagate’s existing shareholders.
Question 3
By the end of 1999, Seagate had a BBB credit rating issued by S&P for its long-term debt. Based upon historical operating performance, it would seem that Seagate’s leverage ratio has high volatility due to its high volatility in market value of equity and operational performance. However, we believe that the current leverage ratio is above its optimal leverage because in 1998 the firm had a -2.72 EBIT interest coverage ratio using the greater debt load of $703 million on its books. In the recapitalization for the leveraged buyout, a
Our company will plan to finance our strategy principally through issuing stock and cash flows from operating activities generated from the company’s normal business functions. It is undesirable for our strategy to issue debt because we would like to stay away from interest payments. Our company anticipates our debt to equity leverage ratio to be around 0.5.
There is the possibility that Timken can lose its BBB investment-grade rating. This is due to Timken taking on the $800 million in debt it needs to purchase Torrington. The change in the company’s debt composition will change ratios such as debt-to-capital which is used to determine the investment-grade rating. Compared to other industrial firms, Timken shows relatively high sales numbers ($279.4 million) as well EBITDA figures ($275.7 million). According to table 3 (p. 4), only three ratios will change as taking on the $800 million in debt. The first one is EBIT Interest Coverage Ratio, which drops from 2.63 to 0.90 and investment-rating scale falls from BBB to B. The second ratio is EBITDA Interest Coverage Ratio, which drops from 4.3 to 3.14 and investment-rating scale falls from BBB to B. The third one is Total Debt/Capital Ratio, which increases from 43 percent to 67 percent and drives the rating from BB to B. In conclusion, the $800 million debt has a negative impact on Timken, since it lowers company’s investment-rating scale.
1. Was Borg-Warner’s Industrial Products Group a good candidate for a leveraged buyout in 1987? Evaluate the price paid and the structure of the deal that closed in May 1987. Are you optimistic about BW/IP’s prospects?
As for the combination of cash and new shares, shareholders can take part of their money
In addition, as we are comparing the profit margin and operating profit margin, we notice that interest expense, from 2006 to 2010, consumed a relative small portion of sales proceeds comparing to 2011. In 2011, the profit margin for HH is -1.46% and the operating profit margin for HH is -0.74%. Since profit margin includes interest expense in the calculation while operating profit margin does not, we can conclude that HH has about the same amount in interest expense as the amount of operating loss before interest. This finally doubles the amount of company’s loss at the end of the cycle. This big amount of interest expense leads us to study HH’s leverage ratios.
The decline of inventory turnover presents the incresed possibility of inventory obsolescence which is likely to be assessed as higher business risk. In debts to equity part, the ratio in current year is much higher than that of preceeding year, which means the extent of use of debt in financing company is much higher than before. Pinnacle has used most of its borrowing capacity and has little cushion for addional debt.This action brought high business risk to Pinnacle. In addition, Pinnacle puchase more inventory in current year that that of preceeding year, and net sales are increasing also compared previous year. However, the net income is decreased significantly. These changes show expenses (maybe direct or indirect) have increased dramaticly. The company uses more expensive materials and labors to manufacure and sell products.
* We compared our past and projected ratios to the industry benchmarks to analyze the effects of taking on different levels of debt.
This represents a 7% increase in stock price. Further, the additional leverage and return of excess cash to shareholders will significantly increase ROE. If the market determines that an 80% debt capital structure is feasible for BBBY, then we will expect further capital gains as investors applaud shareholder friendly policies and re-examine EPS estimates. However, if top line growth and same store sales growth continue to trend downward, investors may become skeptical of BBBY management’s ability to continue generating over 30% EPS growth, and thus question the ability of the company to service its debt in the future.
An analysis of a repurchase of stock for $400 million cash, and recapitalization to 80% debt-to-total capital by borrowing $1.27 million reveals that BBBYs return on equity will be 113%, return on assets 61% and an after tax cost of debt of 28%. ROE is > ROA and ROA > after tax cost of debt. With the 80% debt-to-total capital structure ROE exceeds the other two capital structure scenarios of no debt and 40% debt-to-total capital. While all of this looks great there are other considerations. The household and personal products industries debt to total asset ratio is 34.69% while BBBY debt to total asset ratio is at 44% ($1,270,000/$2,865,023). Increasing to this capital structure would also reduce shareholders earnings per share.
Overall regards to liquidity ratios, the higher the number the better; however, a too high also indicates that the firms were not using their resources to their full potential. Current ratio of 1.0 or greater shows that a company can pay its current liabilities with its current assets. JWN’s ratio increased from 2.06 in 2007 to 2.57 in 2010, and slightly decreased to 2.16 in 2011. JWN’s cash ratio increased significantly from 22% in 2007 to 80% in 2010. JWN has a cash ratio of 73% in 2011, which is useful to creditors when deciding how much debt they would be willing to extend to JWN. In addition, JWN also has moderate CFO ratio of 46%, indicating the companies’ ability to pay off their short term liabilities with their operating cash
The company lost money almost every year since its leveraged buyout by Coniston Partners in 1989. The income generated was not sufficient to service the interest expenses of the company which stood at $2.62B in 1996. From Exhibit 1, we can say that interest coverage ratio computed as EBIT / Interest Expense was 1.31 in 1989 and has been decreasing over years and currently stands at 0.59. This raises a question of how the company can meet its interest payments without raising cash or selling assets.
The company’s debt ratios are 54.5% in 1988, 58.69% in 1989, 62.7% in 1990, and 67.37% in 1991. What this means is that the company is increasing its financial risk by taking on more leverage. The company has been taking an extensive amount of purchasing over the past couple of years, which could be the reason as to why net income has not grown much beyond several thousands of dollars. One could argue that the company is trying to expand its inventory to help accumulate future sales. But another problem is that the company’s
The current management team would get to keep their current positions. Strategies the financial buyer would most likely adopt in order to raise value of the company are cutting costs, selling off the assets and raising much leverage to take advantage of the lower cost of debt.
Also, according to its leverage ratios, the company’s debts are not only very high, but are also increasing. Its decreasing TIE ratio indicates that its capability to pay interests is decreasing. The company’s efficiency ratios indicate that despite the fact that its fixed assets are increasingly being utilized to generate sales during the years 1990-1991 as indicated by its increasing fixed asset turnover ratio, the decreasing total assets turnover indicate that overall the company’s total assets are not efficiently being put to use. Thus, as a whole its asset management is becoming less efficient. Last but not the least, based on its profitability ratios, the company’s ability to make profit is decreasing.
and the sale of noncore assets were common. Moreover, in anticipation of sluggish sales in the