Merger Analysis

Wansley Portal Inc., a large Internet service provider, is evaluating the possible acquisition of Alabama Connections Company (ACC), a regional Internet service provider. Wansley's analysts project the following post merger data for ACC (in thousands of dollars:

2018 2019 2020 2021 2022

Net Sales $500 $600 $700 $760 $806

Selling and administrative Expense 60 70 80 90 96

Interest 30 40 45 60 74

If the acquisition is made, it will occur on January 1, 2018. All cash flows shown in the income statements are assumed to occur at the end of the year. ACC currently has a capital structure of 30 percent debt, which costs 9 percent, but Wansley would increase that to 40 percent debt, costing 10 percent if the acquisition were made. ACC, if independent, would pay taxes at 30 percent, but its income would be taxed at 35 percent if it were consolidated. ACC's current market-determined beta is 1.40. The cost of goods sold is expected to be 65 percent of sales, but it could vary somewhat. Gross investment in operating assets is expected to be equal to depreciation, so net investment in operating assets will be zero. The risk-free rate is 7 percent, and the market risk premium is 6.5 percent. Wansley currently has $400,000 in debt outstanding.

Tax rate of ACC before merger 30%

Tax rate after merger 35%

Cost of Goods Sold as a % of merger 65%

Debt Ratio (percent financed with debt) before the merger 30%

Cost of debt before merger 9%

Debt Ratio (percent financed with debt) after the merger 40%

Cost of debt after merger 10%

Beta of ACC 1.40

Risk-free rate 7%

Market risk premium 6.5%

Terminar growth rate of free cash flow 6.0%

Pre-merger debt (in thounsands) $400

a. What is the unlevered cost of equity?

The unlevered cost of equity should be used to discount the FCFs, tax shields and horizon value.

Step 1: Find the levered cost of equity at old capital structure.
rL=
Step 2: Find the unlevered cost of equity.
rU=
b. What is the horizon value of the tax shields and the unlevered operations? What is the value of ACCs operations and the value of ACCs equity to Wansleys shareholders?
Before we can proceed with this problem, we must generate pro forma income statements for ACC's operations after the proposed merger so we can calculate free cash flow and interest tax shields.

			2018	2019	2020	2021	2022
Sales
Cost of Goods Sold (including depreciation)
Gross Profit
Selling and admin. Costs
EBIT
Interest
EBT
Taxes
Net Income
EBIT
NOPAT
Investment in net operating capital
FCF
* In this scenario, we state that investment in net operating capital is zero. This arises from the fact that the only needed investments are those needed to replace worn out capital, and that they equal depreciation.
We must determine the tax shields.
From this point, we can derive horizon value from the basic DCF framework.
The tax shield is the interest multiplied by the post-merger tax rate.
			2018	2019	2020	2021	2022
Interest (cf. Row 65)
Tax shield
HVTS 2022	=	TS2022	*	(1+g)	/	(rsU	-	g)
HVTS 2022	=		*		/		-
HVTS 2022	=		/
HVTS 2022	=
To calculate the value of the tax shields add the horizon value of the tax shields to the 2022 tax shield
to get the total tax shield cash flow in 2022. In the other years the total TS cash flow is just the annual TS
Then find the NPV of this stream of tax shields at the unlevered cost of equity.
			2018	2019	2020	2021	2022
Total TS Cash Flows
NPV of TS Cash Flows				This is the value of all of the tax shields.
To calculate the unlevered value of operations you need the unlevered horizon value and the
the annual free cash flows.
To calculate the unlevered horizon value, we just need the free cash flow for 2022
HVUL 2022	=	FCF2022	*	(1+g)	/	(rsU	-	g)
HVUL 2022	=		*		/		-
HVUL 2022	=		/
HVUL 2022	=
To calculate the unlevered value of operations, add the unlevered horizon value to the free cash flow
in 2022 to get the total unlevered cash flow in 2022. In the other years the unlevered cash flow is
just the annual free cash flow. The unlevered value of operations is the NPV of the unlevered
cash flows at the unlevered cost of equity.
Year			2018	2019	2020	2021	2022
Total unlevered CFs
NPV of unlevered CFs				This is the unlevered value of operations
The value of operations is the value of the interest tax shields plus the unlevered value of operations
		VTS	+	Vunlevered
Vops	=		+
Vops	=
To find the value of ACC to Wansley's shareholders take the value of operations, add in any non-operating assets (there are none for ACC) and subtract off the debt.
Vops	=
Debt	=
Equity	=