finance - the science of building, selling & buying perpetuities
TRANSCRIPT
FINANCE: THE SCIENCE OF BUILDING, SELLING & BUYING PERPETUITIES
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FINANCE: THE SCIENCE OF BUILDING, SELLING & BUYING PERPETUITIES
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Michael Herlache MBA
Doctor of Business Administration Candidate
VP, M&A at AltQuest Group
Finance The Science of Building, Selling & Buying
Perpetuities
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For my wife, Svitlana, whom is my treasure.
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About the Author:
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Contents
PERPETUITY SCIENCE:
Part I: Perpetuity Methodology
FOUNDATIONS OF VALUATION:
Part II: Tracking Value (Accounting)
Part III: Analyzing Value (Finance)
Part IV: Modeling Value
BUILD-SIDE:
Part V: How to Build a Perpetuity?
Part VI: Perpetuity Analysis
Part VII: Perpetuity Management
SELL-SIDE:
Part VIII: How to Sell a Perpetuity?
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Part IX: The Middle Market
Part X: M&A Multiples
Part XI: Investment Banking Coverage Methodology
Part XI: M&A Origination Methodology
Part XII: Mandate/Target Matching Methodology
Part XIII: Deal Structuring
Part XIV: M&A Process
Part XV: Firm Building & Management
Part XVI: Deliverables & Coverage
BUY-SIDE:
Part XVII: How to Buy a Perpetuity?
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CASES:
Part XVIII: Cases
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Preface
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Perpetuity Science
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The Perpetuity Scientist vs. The Functional Specialist
Build-Side:
Sell-Side:
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Buy-Side:
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Part I:
Perpetuity Methodology
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Chapter 1:
What is a Perpetuity?
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Standard of Living: Perpetuities
The Goal
How to Get the Goal
Perpetuity
I. Building Perpetuities
II. Buying Perpetuities
III. Selling Perpetuities
The Lab of Perpetuities
Excel
Demand for Perpetuities
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Types of Perpetuities
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Risk (discount rate) on the following page:
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Return:
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Growth:
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Margins (Cash flow):
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Multiples:
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Business: The Science of the Perpetuity
Introduction to Business
The Corporation’s Goal
What is Intrinsic Value?
How to Become Wealthy?
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FOUNDATIONS OF
VALUATION
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Part V:
Tracking Value
(Accounting)
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Chapter 6:
Tracking Value with Accounts
Value
Accounts and Accounting
Accounts, Accounting & Excel
Account Filings & Public Data
Account Statements: P&L
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Account Statements: Balance Sheet
Account Statements: Statement of Cash Flows
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Part VI:
Analyzing Value with
Models (Finance)
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Chapter 7: Analyzing Value with Models
Analyzing Value
From Accounts to Models
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Modeling
Modeling in Excel
Analysis of Account Statements
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Part VII:
Modeling Value
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Chapter 8: Finance with Excel
Finance with Excel
Excel Concepts Needed for Finance
Express Decisions with Excel
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Using a Financial Model for Decision Making: The Investment Decision
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Using a Financial Model for Decision Making: The Financing Decision
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Wealth Maximizing Decisions
Cash is King
Cash Flow Definition (FCF)
Role of the Finance Professional
Capital Markets
Capital Markets and Information
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Multiple Investment and Financing Decisions: Portfolio
Modeling a Strategic Alternative
Finance: Exchanging Value Through Time
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Cost of Capital
Finding a Value in a Financial Model
Financing Alternatives: Loan Amortization
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Analyzing the Strategic Alternative: Sensitivity Table
The Financing Alternative: Nominal vs. Real Cost
Strategic Alternatives Analysis
Cash Flows and Risk
Cost of Capital and Opportunity Cost
The Discount Rate
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Value of Equity
Sources & Uses
Accounting Statements: Statement of Cash Flows
Valuation Methods: Total Enterprise Value (TEV) vs. DCF
Accounting Value vs. Finance Value
FCF and DCF
Portfolio Analysis and the Capital Asset Pricing Model (CAPM)
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Ex Ante vs. Ex Post Returns
Portfolio Returns and The Efficient Frontier
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The Efficient Frontier and the Optimal Portfolio
Security Market Line & CAPM
Security Market Line & Investment Performance
Security Market Line & Investment Performance
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Risk Adjusted Performance
CAPM & Investment Performance
Excess Return
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Beta & R^2
Alpha and Efficient Markets
CAPM and the Cost of Capital
Valuing Securities in Efficient Markets
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Chapter 9: Financial Statement Modeling
Financial statement modeling best practices:
Financial Modeling Steps:
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BUILD-SIDE
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Part I:
How to Build a Perpetuity?
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Perpetuity Science & The Perpetuity Scientist
Stage of the Perpetuity:
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Chapter 31: How to Build a Benefit Stream?
Reasoning to Platform
Existing Platform to New Value Theme
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Platform vs. Mod
The Value of Technology & Science
The Consumption Process & Growth Hacking
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Chapter 32: How to De-Risk a Benefit Stream?
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Part VIII:
Perpetuity Analysis
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Market Analysis
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Value Chain Analysis
Gap Analysis
Product/Platform Analysis
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Chapter 10: How to Be a CEO?
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Chapter 10: How to Be a Consultant?
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Part IX:
Perpetuity Management
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Chapter 15: Perpetuity Management
The Purpose of the Company
How Companies Create Value
Strategy & Finance
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Valuation Drivers
The Role of the CEO
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Perpetuity Management
Valuation
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Perpetuity Management with Discounted Cash Flows
Growth or Restructuring
Perpetuity Management Process
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Measuring Value Added: ROIC vs. Market Return
Measuring Value Added: Economic Profit & NPV
Valuation in the Public Markets
Real Markets & Financial Markets
Perpetuity Planning & Control (i.e. Management)
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Value Metrics
Perpetuity Planning & Control (i.e. Management) in Practice
Value Metrics: Market Value Added & Total Return to Shareholders
Value Metrics: DCF vs. Earnings Multiple
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Cash Flow
Perpetuity Management Capability
Perpetuity Lifecycle
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Chapter 16: Valuation Methodologies
1. Public Company Valuation
2. Comp Companies –
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3. Precedent Transactions
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4. Discounted Cash Flow (DCF)
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Notes:
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Chapter 17: Framing Valuation
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Chapter 18: The Market for Perpetuities
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SELL-SIDE
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Part X:
How to Sell a Perpetuity?
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Chapter 19:
Investment Banking
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Notes:
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Traditional Investment Bank Responsibilities:
Junior Banker:
Mid Banker:
Senior Banker:
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Chapter 20:
How to Become an Investment
Banker Methodology
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Getting Started in Investment Banking
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Part XI:
The Middle Market
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Chapter 21:
The Middle Market
Overview of Middle Market
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Part XII:
M&A Multiples
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Chapter 22:
M&A Multiples
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Part XII:
Investment Banking
Coverage Methodology
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Chapter 29:
Investment Banking Coverage
Methodology
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Chapter 30: Index Building & Benchmarking
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Chapter 31: Financial Data Sources
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Chapter 32: Industry or Sector Newsletter
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Chapter 34: Industry or Sector Report
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Chapter 35: Rolodex Building
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Part XIII:
M&A Origination
Methodology
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Chapter 23:
M&A Origination Methodology
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Step 1: Database Utilization & Emails Collected
Step 2: Email Inquiry
Step 3: Offer & Price Inquiry
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Step 4: Phone Call Request (by Sellers) or Meeting Request
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Step 5: Phone Call or Meeting
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Step 6: Add Backs Calculated and Teaser Created
Step 7: Contact Buyer List & Deal Put on M&A Marketplaces
Step 8: NDAs Signed with Buyers
Step 9: Teaser with Name Given to Buyer
Step 9: Teaser with Name Given to Buyer
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Step 10: IOI from Buyer
Step 11: Buyer Seller Meeting
Step 12: Purchase Agreement Given to Seller
Step 13: Signed Purchase Agreement with Different Terms
Step 14: Enter Due Diligence
Step 15: Complete Due Diligence
Step 16: Closing & Checks Cut
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Chapter 24:
Mandate/Target Matching
Methodology
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Chapter 25:
Deal Structuring
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Part XIV: M&A Process
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Chapter 26:
M&A Process
From Origination to M&A Execution
Building the Buyer Shortlist
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The Teaser
The NDA
Teaser With Name of Business & Financials
The CIM
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The IOI (Indication of Interest)
The Buyer/Selling Meeting
The LOI (Letter of Intent)
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Due Diligence
The Purchase Agreement
Pitchbook Table of Contents (exploring strategic alternatives to win a
mandate):
Sell side after winning the mandate:
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Confidential Information Memorandum (CIM) Table of Contents:
M&A Banker’s Role: M&A banker is hired to run a process:
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Auction Process:
Controlled Sale:
Targeted High Level Solicitation:
Closed Negotiation:
Presentation and Packaging
Buyer Qualification:
Marketing:
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Pitching:
Bake Off to Win Mandate:
The Pitchbook to Win Business:
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Part XV: Investment Bank
Management
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Chapter 27:
How to Build a Boutique Investment
Bank
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How to Advise on Strategic Alternatives?
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Chapter 27:
Running the Boutique Investment
Bank
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Part XVI: Investment
Banking Deliverables
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Chapter 28:
Investment Banking Deliverables
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Chapter 36: Adjusted EBITDA
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Chapter 37: Valuation
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Chapter 38: Teaser
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Chapter 39: CIM (Confidential Information
Memorandum)
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Chapter 39: Purchase Agreement
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BUY-SIDE
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Part XVII:
How to Buy a Perpetuity?
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Chapter 40:
The Principle of Investing
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Chapter 41:
How to Become the Next Warren
Buffett
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Chapter 42:
The Operating Model
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Chapter 43:
Financial Buyer aka Private Equity
(LBO)
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Leveraged Buyout (LBO) Analysis:
Notes:
Construction of LBO Model
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Reverse LBO:
PE transaction rationale:
Credit officer meeting:
PE work:
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PE interview:
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Chapter 44:
Strategic Buyer aka Corporation
(Merger)
Merger Analysis:
Notes:
Merger Modeling
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Dilution is proforma decrease in EPS. What causes dilution?
Collars:
FINANCE: THE SCIENCE OF BUILDING, SELLING & BUYING PERPETUITIES
214
Chapter 45:
Perpetuity Science & Portfolio
Theory
FINANCE: THE SCIENCE OF BUILDING, SELLING & BUYING PERPETUITIES
215
Chapter 45:
How to Start a LMM Search Fund