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Finance for M&A and Take Over
Case: Cox Communications, Inc., 1999
1
What are the Options Available for Cox in Funding the Forthcoming Acquisition ?
Options
Debt
Equity
Sale of Non‐Strategic Assets
Equity Linked Instruments
Funding to be consistent with firm’s long‐run capacity to future activities
Need to protect the impact of funding actions on firm’s
investment‐grade bond ratings
Respect the preferences of the Cox family (owned more than 2/3rd of Cox through their ownership of the
privately held CEI)
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68
1996 1997 1998 99Q1 99Q2Revenue 1460 1610 1717 499 510Costs of goods sold 468 496 540 168 159Selling, general and administartive 436 505 518 142 156EBITDA 556 609 659 189 195Depreciation and Amortization 335 405 458 123 159Non-operating income -104 -193 2115 384 890Interest expenses 146 202 223 54 69Income tax 23 -54 883 144 352Net income -52 -137 1210 252 505
1996 1997 1998 99Q1 99Q2Revenue 100% 100% 100% 100% 100%Costs of goods sold 32% 31% 31% 34% 31%Selling, general and administartive 30% 31% 30% 28% 31%EBITDA 38% 38% 38% 38% 38%Depreciation and Amortization 23% 25% 27% 25% 31%Non-operating income -7% -12% 123% 77% 175%Interest expenses 10% 13% 13% 11% 14%Income tax 2% -3% 51% 29% 69%Net income -4% -9% 70% 51% 99%
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1996 1997 1998 99Q1 99Q2Total Assets 5784 6557 12879 14727 16169Cash and marketable securities 42 28 31 90 23Total current assets 165 377 197 265 210Current liabilities 250 245 336 334 362Deferred taxes 294 722 2887 3668 4152Long-term debt 2824 3149 3920 3383 3587Other liabilities 155 84 359 485 439Total laibilities 3523 4200 7502 7870 8540Total shareholders equity 2261 2357 5377 6857 7629
1996 1997 1998 99Q1 99Q2Total Assets 100% 100% 100% 100% 100%Cash and marketable securities 1% 0% 0% 1% 0%Total current assets 3% 6% 2% 2% 1%Current liabilities 4% 4% 3% 2% 2%Deferred taxes 5% 11% 22% 25% 26%Long-term debt 49% 48% 30% 23% 22%Other liabilities 3% 1% 3% 3% 3%Total laibilities 61% 64% 58% 53% 53%Total shareholders equity 39% 36% 42% 47% 47%
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1996 1997 1998 99Q1 99Q2Capital expenditures -579.00 -708.00 -809.00 -225.00 -277.00Cash flow from operations 309.00 555.00 666.00 176.00 18.00Cash flow from investing activity -552.00 -1108.00 -1600.00 515.00 -292.00Cash flow from financing activity 246.00 539.00 937.00 -631.00 207.00Shares outstanding (all classes, in mn) 540.00 541.00 545.00 555.00 555.00LT debt / EBITDA 5.10 5.20 5.90 4.50 4.60EBITDA interest coverage 3.80 3.00 3.00 3.50 2.90Free cash flow / LT debt -9.60% -4.90% -3.70% -1.40% -7.20%LT debt / (LT debt + equity) 55.50% 57.20% 42.20% 33% 32%ROE (%) -2.30% -5.80% 23.60% 3.70% 6.60%Price / book 2.76 4.61 3.64 3.11 2.72D/E (book value) 1.25 1.34 0.73 0.49 0.47D / E (market value) 0.45 0.29 0.20 0.16 0.17
What are the Financing Objectives of Cox?
Double the size of the company every 5 years
Preserve family’s economic ownership of
Cox
No ownership dilution of CEI (owns 67.3% of
common shares controlling 76.8% of
voting stock)
To align Cox’s family’s interests as
management with those of other shareholders
Reluctance to increase the leverage of the firm
74
What are the Issues involved in Issuing Common Shares?
To public for all or part of the required amount of
funding
June 1995: IPO, raised little less than $400 million
through private and public placement – the first and
only share issuance
IPO from rivalryExpected down fall in
market (DJIA: fell 10% in two weeks)
Classes of shares (firm’s unique ownership
structure)…
Class A: one vote, no dividend paid, Cox family owned 379.2 million out of 533.8 million shares
Class C: ten vote, no dividend paid, Cox family owned all the27.6 million
shares
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Anticipated issuance of 38.3 million shares as part of TCA transactions in next
fiscal quarter
CEI would own 67.3% of Cox’s common shares,
controlling 76.8% of Cox’s voting stock
Proposed issue might get affected by…
Upcoming (in Fall) Charter
Communications’ IPO
Expected correction in the market due to
prolonged economic expansion in US
Direct costs of equity issue…
Underwriting fees: 2% to 3% of amount raised
Under pricing the issue: 3% to 4%
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What are the Issues involved in Issuing Common Shares?
What are the Issues involved in Raising Debt to Fund Gannett Cable Acquisition?
•Public debt or •Bank borrowingThrough..
•Source of debt•Maturity structure• Level of cash coupons•Various options – redeem, convert, call at par, sinking fund provision
Structure
•Maturity ranging from 5 to 30 years• Yields ranging from 65 to 115 bps above US treasury obligations
Since 1995 raised $1.9 billion in
debt
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Cox family conservative about
use of debt
Cox already had the highest level of debt financing of all CEI subsidiaries
Publicly articulated goal of maintaining a high debt rating
Wanted to get the right balance of debt and equity
81
What are the Issues involved in Raising Debt to Fund Gannett Cable Acquisition?
Continuing to be investment grade by maintaining required
financial variable at a level
Targeting a Debt/EBITDA ratio of no greater than 5
going forward
Debt‐market for companies rated investment grade
larger and more stable than for non investment grade
firms
Non investment grade firms found difficult to obtain
access to credit
82
What are the Issues involved in Raising Debt to Fund Gannett Cable Acquisition?
Sub‐investment grade debt cost more
30‐year treasury yield had increased more
than half a percent over past six months
Direct and indirect costs of a debt issuance
would be less than that for issuing equity
Transaction costs would be less than 2%
Market impact of issuing debt on stock price
would be around 1% to 2%
83
What are the Issues involved in Raising Debt to Fund Gannett Cable Acquisition?
Increased credit spreads = A rated: 56bps to
135bps and BBB rated: 95bps to 181bps
Recent weakness in the bond markets and
cancellation of previously announced deals by
Great Lakes Power Inc.,
84
What are the Issues involved in Raising Debt to Fund Gannett Cable Acquisition?
88
1 Year 2 Year 3 Year 5 Year 10 YearTreasury bonds 5.38 5.64 5.70 5.83 5.83US Treasury strips 5.38 5.66 5.71 5.88 6.16A-rated industrial bonds 5.99 6.33 6.44 6.70 6.93BBB-rated industrial bonds 6.30 6.62 6.81 7.05 7.37BB-rated industrial bonds 6.84 7.51 7.71 8.00 8.80
Yields for Governemnt and Corporate Bonds for July 15, 1999
What are the Issues involved in Sale of Non‐Strategic Assets?
Sell / swap / monetize non‐strategic equity investments
Selling in market will attract capital gain tax (35%)
Cox’s shares in AT&T had a tax basis of ‘0’
Monetizing or obtaining
equivalent cash –tax efficient deal
Sprint PCS: $4.1 billion (Taxable
base: $0)
Discover communications:
$2.5 billion (Taxable base: $34 Million)
@Home: $1.5 billion (Taxable base: $7 Million)
Flextech: $300 million (Taxable base: $48 Million)
Smaller stakes in other firms
89
Tax effective transaction: Cox had effectively swapped its AT&T shares for shares in AT&T subsidiaries that
owned cable assets without triggering a taxable event
Received cash equivalent in value and also postponed the capital gain taxes from any sale for a number of
years
Sprint PCS – cannot be sold till Nov.
Stakes in Sprint PCS, @Home, and Flextech –larger than daily trading volumes in the market
90
What are the Issues involved in Sale of Non‐Strategic Assets?
FELINE Income PRIDESFinancial Reporting Advantages
Debt would not appear on the balance sheet
as debt
‘Minority shareholders Interest’ appears
reflecting the preferred equity issuance
Tax deductible on interest payments
made on debt issued to trust
FELINE Income PRIDE appears to be equity in
reports
Rating agencies treat the debt like equity
95
96
CCI Trust
IncomePRIDESInvestor
1.1962 1.1962*S$50
1.4414*S
No. of Cox Shares Delivered Value of Cox Shares Delivered
1.4414$50/S
Cox Share Price in 3 Years
S <= $34.6875$34.6875 < S < $41.7984
S >= $41.7984
FELINE PRIDES Structure: Income Prides
Debt:7% Coupon
$50 $50
Preferred equity: 7% payments + Cox shares
Conversion Schedule of FELINE PRIDES
118
CCI Stock Price
Cash
flow
in 3
Yea
rs
Slope: 1.4414
Slope: 0
Slope: 1.1962
Decomposition of FLINE PRIDESMaturity of call = point in time investors are required to convert FELINE PRIDES into
equity
Equity content of options can be calculated by
computing delta of each option
Delta can be computed using Black‐Scholes
model
119
FLINE PRIDES = 1.4414 shares– 1.4414 calls (34.69) + 1.1962 calls (41.80)
CCI Stock Price
Cas
hflo
w in
3 Y
ears
Slope: 1.4414
Slope: 0
Slope: 1.1962
120
Currrent stock price of CCI $40.69 As on July 31 , 1999
Risk free rate 5.63% log(1+5.7 1%/2)^2 Exhibit 6
Volatility 47%Time-to-maturity (years) 3Delta of call (34.69) 0.79 CCI shares
Delta of call (41.80) 0.72 CCI shares
Equity content in FELINE PRIDES 1.1664Delta of FELINE PRIDES 1.1664Model used BSM
Delta of Options
121
Equivalent CCI stocks issued through FELINE PRIDES 1.166Issued at (Per unit) $50No. of units issued ($720 million / $50 million) 14.4Total no. of equivalent shares issued (14.4 million * 1.166 CCI shares) 16.7904Recomputed Economic Stake of Cox FamilyOld shares 621Shares issued through FELINE PRIDES 16.7904Total shares outstanding 637.7904Shares owned by COX family 406.7Stake of COX family after issuing FLINE PRIDE (406.7/(621+16.79)) 63.77%
Dilution Effect of FELINE PRIDES
Whether insistence to maintain an investment grade rating make sense?
152
Deal Financing
Firms which believe that their stock is undervalued will not use stock to do
acquisitions
Given that the exchange ratio in a stock acquisition is set before the exchange take place, there is an element of
uncertainly in a stock acquisition
Premium paid is larger when an acquisition is financed with stock rather than cash
154
Deal Financing
Cash transactions are taxable — require higher premiums to compensate for taxes
Signaling effect — use of cash indicates that target has better
investment opportunities
Securities transactions involve regulatory approval and longer acquisition interval
155
Company’s Life Cycle and Capital Requirements
156
Cost of Capital Considerations
157
Financing
160