Dell “Loses” the Appraisal Battle but “Wins” Overall

Statutory Fair Value in Delaware

Dell Inc. engaged in a management buyout (“MBO”) in October 2013 that effectively took the Company private, leaving Michael Dell in control (75% of its stock) with a financial sponsor (25% of its stock).  The majority of shareholders tendered their shares, and received the offered consideration.  Certain shareholders dissented, setting in motion an appraisal proceeding in […]

Capitalizing EBITDA Without Public Company or Private Transaction Comparables

In a recent series of posts, we developed a means to develop direct and credible multiples of EBITDA applicable to specific valuation situations. This is important because EBITDA is part of the universal business language and is a term that appraisers, business owners and market participants understand. It is also important because until now, one way to capitalize EBITDA has been by using (often incomplete and/or dated) guideline transactions in other private or public companies. The other way has been through the use of guideline public companies, which may suffer in comparability based on size and many other differences.

Since writing the posts, I have had a number of opportunities to discuss the methodology with other appraisers and with clients. These conversations have encouraged me to write this single post to summarize this “new” method. In this post, we lay out the methodology for capitalizing EBITDA using the Adjusted CAPM in one place.

The EBITDA Depreciation Factor

A key assumption necessary to develop capitalization rates and valuation multiples for capitalizing EBITDA is that of the EBITDA Depreciation Factor. We begin by examining the relationship between Earnings Before Interest and Taxes (EBIT) and Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA). We also test the general discussion with some market evidence.

A Single Period Income Capitalization Model to Capitalize EBITDA

Technically, there are three valuation approaches, the income approach, the market approach, and the asset approach. Within approaches, there are valuation methods. For example, the single period income capitalization method is a method within the income approach. Finally, there are techniques within methods. The single period income capitalization of net income or net cash flow is one such technique. This post introduces a single period income capitalization technique to capitalize EBITDA. It should be of interest to business owners, business appraisers and market participants.

Building the Discount Rate for Market Value of Equity

A discount rate is a rate that is used to discount, i.e., to convert, expected future benefits into present value. The idea of present value is fairly intuitive: A dollar received today is worth more than a dollar to be received in a month or a year. Business appraisers “build” discount rates using a concept known as the Capital Asset Pricing Model (CAPM). We walk through its components using a risk-free rate as a foundation and adding premiums. Using our assumptions, we can then build-up a discount rate.

Leveraged Share Repurchases (Buy-Backs): An Illustrative Example

One reason many writers discuss leveraged share repurchases in general terms only is that they involve a company’s current income statement and balance sheet, as well as a pro forma balance sheets and income statements. Further, to see the impact on a company and its shareholders, the changes between the existing financials and the pro forma financials must be analyzed. This post presents an example of a leveraged share repurchase that will help bring the noted benefits for both a company and its owners, both selling and remaining, into clear focus.