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How did Mondelez determine Hershey was worth $25 billion?

Posted on 9/3/16 at 10:29 am
Posted by AlwaysPutsSeatDown
Member since May 2008
986 posts
Posted on 9/3/16 at 10:29 am
Any thoughts...I'd like the insight on business valuation...
Posted by Huey Lewis
BR
Member since Oct 2013
4643 posts
Posted on 9/3/16 at 10:47 am to
I can't say specifically how the valuation was done, but I did a little Googling and found out that annual U.S. chocolate sales are something like (ballpark) 20 billion a year and Hershey's has about 45% of that market share. No idea about their global numbers or what kind of profit margin exists for candy bars etc. but right off the bat it seems like a bit of a lowball offer to want to buy out 9 billion in annual U.S. sales for 25 billion.
This post was edited on 9/3/16 at 10:48 am
Posted by AlwaysPutsSeatDown
Member since May 2008
986 posts
Posted on 9/3/16 at 11:57 am to
Thanks!
Posted by euphemus
Member since Mar 2014
536 posts
Posted on 9/3/16 at 12:34 pm to
1) Discounted Cash Flow (DCF) valuation of Free Cash Flows of the target company

2) Revenue multiple of comparable companies (25/9 = 2.8 doesn't seem like an unreasonable revenue multiple)
3) EBITDA multiple of comparable companies

The three valuation methods above give a range of what might be a fair value for the company and is a good starting point for negotiations.

Let me know if you want me to explain this in more detail.
This post was edited on 9/3/16 at 12:36 pm
Posted by LSURussian
Member since Feb 2005
126957 posts
Posted on 9/3/16 at 2:01 pm to
They recognized it as a very sweet deal.....
Posted by Huey Lewis
BR
Member since Oct 2013
4643 posts
Posted on 9/3/16 at 8:54 pm to
quote:

2) Revenue multiple of comparable companies (25/9 = 2.8 doesn't seem like an unreasonable revenue multiple)


But wouldn't that only be on U.S. chocolate market? I don't know what all else Hershey's has going on besides the theme park but I assume there's more
Posted by Porker Face
Midnight
Member since Feb 2012
15319 posts
Posted on 9/3/16 at 10:01 pm to
A bunch of guesses and some glorified hunches

Or as financial folks call it, "modeling"
Posted by AlwaysPutsSeatDown
Member since May 2008
986 posts
Posted on 9/4/16 at 7:49 am to
This website has Discounted Free Cash Flow at 43
.....LINK
Posted by lynxcat
Member since Jan 2008
24123 posts
Posted on 9/4/16 at 10:03 am to
There is no doubt that they tried to figure out the "synergies" that could come from the deal. Typically these come from firing duplicative staff and consolidating supply chain operations.

People will make this sound extremely complex but the reality is there is a ton of guesswork. It's the reasons most acquisitions don't deliver the returns most companies expect.
Posted by RedStickBR
Member since Sep 2009
14577 posts
Posted on 9/4/16 at 12:44 pm to
Try to find their banker's fairness opinion, usually filed as a PREM14A or DEF14A filing around the announcement date. I'll see what I can find.

ETA: Looking for Hershey fairness opinion, but see page 36 here in the meantime for a fairness opinion done on WhiteWave Foods (a potential "comp" for Hershey, although WWAV is more in the specialty foods space). Nonetheless, this will give you an idea of some of the factors bankers consider.

LINK

Here's one for Wrigley that mentions Hershey (page 27):

LINK
This post was edited on 9/4/16 at 12:53 pm
Posted by foshizzle
Washington DC metro
Member since Mar 2008
40599 posts
Posted on 9/4/16 at 4:37 pm to
quote:

1) Discounted Cash Flow (DCF) valuation of Free Cash Flows of the target company
2) Revenue multiple of comparable companies (25/9 = 2.8 doesn't seem like an unreasonable revenue multiple)
3) EBITDA multiple of comparable companies


Essentially this, which they'll write up for the people pondering the deal.

The decision makers carefully consider all this and then flip a coin.
Posted by AlwaysPutsSeatDown
Member since May 2008
986 posts
Posted on 9/4/16 at 4:56 pm to
Thank you RedStickBR...Great information
Posted by lynxcat
Member since Jan 2008
24123 posts
Posted on 9/4/16 at 5:12 pm to
It's amazing how much analysis goes into something that becomes a coin flip.
Posted by RedStickBR
Member since Sep 2009
14577 posts
Posted on 9/4/16 at 5:29 pm to
Not that anyone has asked, but I'll offer my unsolicited two cents:

I prefer to use an unlevered FCF (FCFF) with a TV discounted by my WACC and cross check the result against the implied EV/EBITDA, or use levered FCF (FCFE) using my own capital structure assumptions with a TV discounted by my ROE and cross check the result against implied P/E.

Of course, in my industry, ROE is known beforehand (at least for a few years) and P/B is usually the metric which first gets the conversation between the two parties going.

I'd begin by assuming no synergies and conservative forward growth rate assumptions. If the resulting FCFF or FCFE IRR is at or above my hurdle at this point, I'm a happy camper and any synergies are just gravy. If the other party wants to talk my offer higher, then it's time to start thinking about synergies, bull case growth rate assumptions, creative capital structuring, and strategic value.
Posted by AlwaysPutsSeatDown
Member since May 2008
986 posts
Posted on 9/4/16 at 8:31 pm to
Redstick if you have a moment could you go through Hershey's as an example? Just for funzies?
Posted by RedStickBR
Member since Sep 2009
14577 posts
Posted on 9/4/16 at 9:06 pm to
I'd have to model it all out, but you'd study historical financials, come up with some sort of opinion as to future performance for the next 5, 10, 20, etc years and then use those assumptions to project the company's financial statements over the given timeframe. Your income statement projections will be driven largely by your key growth/scale/tax/interest rate assumptions, your balance sheet will be driven largely by your income statement, and your cash flow statement will be a function of each of the other two. Once you have your cash flows, calculate unlevered free cash flow, or free cash flow to the firm, to assess the project on a purely operational basis and/or calculate levered free cash flow, or free cash flow to equity, to assess the project after interest and principal repayments have been accounted for. The IRR of your upfront payment, annual cash flows, and terminal value will tell you whether the project exceeds your cost of capital and other opportunities and should thus be accepted or doesn't exceed your cost of capital or other opportunities and should thus be rejected.

That's basically it in a nut shell, although there are literally hundreds of assumptions and other factors that can come into play. The due diligence period for large M&A deals often takes months (even years) to complete, costs tens (even hundreds) of millions, and encompasses finance, legal, accounting, economic, regulatory, and industry-specific subject matters. Taxation issues are often the ultimate deal maker (or breaker).
This post was edited on 9/4/16 at 9:09 pm
Posted by Sigma
Fairhope, AL
Member since Dec 2005
3643 posts
Posted on 9/5/16 at 7:43 am to
quote:

I prefer to use an unlevered FCF (FCFF) with a TV discounted by my WACC and cross check the result against the implied EV/EBITDA, or use levered FCF (FCFE) using my own capital structure assumptions with a TV discounted by my ROE and cross check the result against implied P/E.


This made me chuckle. Reminder that any knowledge I can bring to this board clearly ends with personal finance.
Posted by lynxcat
Member since Jan 2008
24123 posts
Posted on 9/5/16 at 10:58 am to
I was just pleased I was able to read that quote and somewhat comprehend it. RSBR is a super bright guy

I've got a few corporate finance and valuation classes I am taking in the next six months so I'll come back later to talk more shop
Posted by RedStickBR
Member since Sep 2009
14577 posts
Posted on 9/5/16 at 11:35 am to
Thanks, Lynx, but you are the super bright one. You will crush those courses and then crush any real-life applications that result from them. For your area of finance, the analysis I sketched out will be applicable (corporate/project finance and M&A).



ETA: Call me anytime if you ever want to talk shop. I imagine as you learn more you will challenge my own understanding as well, so I look forward to the mutual enlightenment.
This post was edited on 9/5/16 at 11:41 am
Posted by lynxcat
Member since Jan 2008
24123 posts
Posted on 9/5/16 at 3:35 pm to
quote:

RedStickBR



Need a catch-up for sure. LinkedIn updated me on a new role you recently took so I would love to hear more about it. Hope the family is doing well!
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