Beruflich Dokumente
Kultur Dokumente
March, 2000
Seagate Buyout 1
Seagate
• Largest of six major suppliers of disk
drives
Table A Market Share in the Worldwide Disk Drive Industry,
1999
Number of units
shipped
Seagate 21.1% 41.0% 21.1%
Quantum 17.1 7.2 20.5
IBM 14.0 34.6 6.1
Maxtor 13.3 b 17.7
Fujitsu 12.3 8.8 12.4
Western Digital 11.1 3.8 14.6
Samsung 5.9 b 7.5
Seagate Buyout 2
Disk Drive Market: 90’s
• 1992-1999 average unit sales growth of
22.6%
• 1992-1999 average revenue growth of 1%
Exhibit 1 Worldwide Hard Disk Drive Industry Historical Performance and Projections, 1991-2003E
90's
1991 1992 1993 1994 1995 1996 1997 1998 1999 2000E 2001E 2002E 2003E average
Seagate Buyout 3
Seagate: ‘90’s
• ’92-’99 Average revenue growth of 15.9%
– ‘92-’99 average industry revenue growth of
1%
• ’90’s Average EBIT margin of 6.7%
– ‘92-’99 average industry median EBIT margin
of 2.6%
Seagate
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 Average
Sales ($ million) 2413 2677 2875 3044 3500 4540 8588 8940 6819 6802
% Growth 10.9% 7.4% 5.9% 15.0% 29.7% 89.2% 4.1% -23.7% -0.2% 15.9%
EBIT ($Million) 179 117 140 284 311 443 627 1020 -138 398
% Sales 7.40% 4.40% 4.90% 9.30% 8.90% 9.80% 7.30% 11.40% -2.00% 5.90% 6.7%
Seagate Buyout 6
Seagate
• Restructured in late ‘90s
– New CEO in 1998
– Expected increases in Cap Ex and R&D
• Requires easy access to capital markets to raise
funds
– Could be made more difficult with high leverage resulting
from an LBO
Seagate Buyout 7
Seagate and Industry
Capital Structure
From Exhibit 2
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 Average
Seagate
Debt/Book Assets 31% 23% 18% 14% 19% 16% 15% 10% 12% 10% 16.8%
Debt/Mkt. Assets 28% 27% 16% 14% 18% 12% 11% 6% 8% 8% 14.8%
(Debt-Cash)/Book Assets 17% 9% -10% -17% -27% -21% -7% -24% -20% -13% -11.3%
(Debt-Cash)/Market Assets 15% 11% -9% -17% -26% -15% -5% -13% -13% -10% -8.2%
EBITDA Interest Coverage 6.10 6.01 9.09 18.67 17.05 19.11 17.99 43.66 8.84 20.25 17
EBIT Interest Coverage 3.68 2.76 4.11 12.08 11.81 13.44 11.24 29.27 -2.71 8.29 9
Debt/Book Assets 10% 13% 16% 19% 12% 10% 13% 6% 14% 9% 12.2%
Debt/Mkt. Assets 9% 8% 16% 13% 7% 3% 4% 1% 7% 4% 7.2%
(Debt-Cash)/Book Assets -7% 2% -1% -9% -4% -8% -6% -21% -9% -23% -8.6%
(Debt-Cash)/Mkt Assets -4% -1% -3% -3% -2% -3% -5% -8% -5% -5% -3.9%
EBITDA Interest Coverage 6.03 4.06 9.00 4.38 5.58 3.59 7.06 13.00 4.20 -0.09 6
EBIT Interest Coverage 3.30 1.55 4.31 -0.05 0.37 1.84 5.04 8.52 -2.04 -2.91 2
Seagate Buyout 9
Prelude to the LBO
• November, 1999
– Veritas’ share price had risen by 200% since
Seagate had acquired its stake
– Seagate’s share price had increased by 25%
– Seagate’s market cap was below the market
value of the 128 million Veritas shares
Seagate still owned (see Exhibit 4)
• Implies negative value for Seagate’s operations
• Seagate by this time had sold some Veritas shares
in an attempt to realize some of the value of its
stake
Seagate Buyout 10
Seagate’s Value
• Exhibit 4 shows that by November 12,
1999, Seagate’s market cap had fallen
below the pre-tax value of it’s stake in
Veritas
• Soon after that Seagate’s market cap
appears to track the after tax value of its
Veritas stake
Seagate Buyout 11
Market value of Seagate’s
Operations (3/10/00)
($million)
Seagate shares (million) (3/10/00) EX3 227.2
share price (3/10/00) EX3 $64.25
Seagate Market cap $mill 14598
Seagate Book Debt (3/10/00) EX3 $mill 704
Seagate's excess cash* $mill 858
Net debt $mill -154
Seagate's Asset Value $mill 14444
Seagate Buyout 14
Does the Tax Liability Explain the
Undervaluation?
Seagate Buyout 15
Raising Seagate’s Market Value
• One solution to Seagate’s undervalution is
to sell the Veritas Shares
– The drawback is the tax liability that creates
– Anothrer drawback is the market impact of
such a large sale
– Also such a sale is restricted by agreement
with Veritas
Seagate Buyout 16
Raising Seagate’s Market Value
• The buyout deal was proposed as an
alternative solution
– Structure of the deal is described below
• We’ll use the share sale as a benchmark
– We’ll compare how the Seagate shareholders
do with the buyout to how they would do if the
shares were simply sold and the taxes paid
Seagate Buyout 17
Selling the Shares
• If Seagate’s Veritas shares were sold,
Seagate would receive $16.674 billion
after tax
– Ignores the market impact of the share sale
• Proceeds of the share sale and the excess
cash can be used to pay off Seagate’s
debt and pay a dividend of $16.674 + .858
- .704 billion = $16.828 billion
• Seagate’s market cap would then equal
the value of it’s operations
Seagate Buyout
The Gain
• The gain from the sale of Veritas shares is
$16.828 billion less Seagate’s market
value of $14.598 billion
– So the gain is $ 2.230 billion
– Share price should then also equal the value
of Seagate’s operations
Seagate Buyout 19
Solving Seagate’s Problem
• Alternative solution: two stage transaction
– First: Sale of Seagate operating assets plus
$765 million in cash to newly formed “Suez
Acquisition Company” controlled by Silver
Lake Partners
– Second: Merger of Seagate “shell” with
Veritas
• After first stage sale of Seagate operations
Seagate’s assets are its Veritas shares
Seagate Buyout 20
Terms of the Merger
• Because it’s a stock swap and
reorganization, no tax liability is created
• Seagate shareholders receive 109 million
shares of Veritas plus cash for 128 million
Veritas shares
– Cash includes $858 million = ’99 cash less
$765 million
– Cash also includes proceeds from sale of
Seagate’s operating assets less existing debt
retired
Seagate Buyout 21
Perspectives on the Deal
• Seagate Shareholders
– What do they gain from the deal?
– Is this better than selling the shares
• (Non-Seagate) Veritas Shareholders
– What do they gain?
• Silver Lake partners
– How much should they pay for Seagate’s
assets?
– How should they finance the buyout?
Seagate Buyout 22
Valuing Seagate’s Assets
• What price should Suez pay for Seagate’s
operating assets?
– How do we value these assets
• How should the buyout be financed
– Is Seagate a good candidate for an LBO?
• How does the financing affect the value of
the operating assets?
Seagate Buyout 23
Using APV
• Arriving at UFCF
– Use exhibit 8 projections
• What terminal value?
– Use perpetuity (or multiple?)
• Unlevered return?
• How much debt
– Use two different assumptions
Seagate Buyout 24
Cash Flows
Exhibit 8
2000 2001 2002 2003 2004 2005 2006
Revenues 6619 7417 8564 9504 10416 11359 12350
EBITA 141 189 316 449 499 614 724
after tax oper profit (t=34%) 93 125 209 296 329 405 478
depreciation 625 626 642 666 708 726 729
Cap Ex 627 690 720 795 700 725 750
net working cap incr (22% of rev
inc) -40 176 252 207 201 207 218
UFCF 131 -115 -122 -39 137 199 239
TV (perp: ru = 10.53%, g = 3%) 3266
UFCF + TV 131 -115 -122 -39 137 199 3505
PV @ 10.53% 1,839
PV of tax shield = .34x500 170
operations value 2,009
debt 500
debt/value 0.25
Seagate Buyout 25
Working capital
97 98 99 avg
Seagate Buyout 26
Cash Working Capital
• It was assumed that the $765 million in
cash that Suez would receive was cash for
working capital
– This was 12% of the projected 2000
Revenues of $6.619 billion
– So we used 12% as the fraction of revenues
required for working capital cash
– If we assume WC cash is 12% of revenues,
and use Exhibit 3 to get other current assets
and liabilities, net WC is on average 22% of
revenues
Seagate Buyout 27
The Unlevered Return
• We can’t use Seagate’s beta to obtain an
unlevered beta
– This is due to Seagate’s large stake in Veritas
• As noted, Seagate share price tracked that of
Veritas
– For the purpose of valuing Seagate’s
operations we use the beta’s of the
company’s that focus on producing disk drives
• Quantum, Western Digital and Maxtor
Seagate Buyout 28
Unlevering Quantum’s
Beta
Mar-00
EMRP 6%
30 yr Gov't 5.84%
Quantum
debt (book) 110
equity (book) 791
equity (mkt) 733
D/E (book) 0.14
D/V (book) 0.12
D/E (market) 0.15
D/V (market) 0.13
Debt return (BB rating) 9.18%
beta equity 0.8
beta debt 0.56
unlevered beta 0.78
Seagate Buyout 29
Unlevering Western Digital’s
Beta
Mar-00
EMRP 6%
30 yr Gov't 5.84%
Western Digital
debt (book) 236
equity (book) -154
equity (mkt) 670
D/E (book)
D/V (book)
D/E (market) 0.35
D/V (market) 0.26
Debt return (BB rating) 9.18%
beta equity 0.6
beta debt 0.56
unlevered beta 0.59
Seagate Buyout 30
Unlevering Maxtor’s
Beta
Mar-00
EMRP 6%
30 yr Gov't 5.84%
Maxtor
debt (book) 114
equity (book) 169
equity (mkt) 1316
D/E (book) 0.67
D/V (book) 0.40
D/E (market) 0.09
D/V (market) 0.08
Debt return (BB rating) 9.18%
beta equity 1
beta debt 0.56
unlevered beta 0.98
Seagate Buyout 31
Unlevered Returns
EMRP 6%
30 yr Gov't 5.84%
unlevered beta 0.59 0.78 0.88 0.98
unlevered return 9.39% 10.53% 11.10% 11.70%
Seagate Buyout 32
Alternative Assumptions
about Debt
• First, suppose that $500 million of the
acquisition is debt financed and that debt
is maintained at that level indefinitely
– Use perpetuity to calculate PV of tax shield
• Second, suppose that the initial debt is $1
billion and that debt is paid down when
cash flow is positive until debt reaches
$700 million. Then that level of debt is
maintained indefinitely
Seagate Buyout 33
APV
$500 million Debt
PV @ 10.53% 1,839
PV of tax shield =
.34x500 170
operations value 2,009
debt 500
debt/value 0.25
Seagate Buyout 34
Interest Coverage
$500 million Debt
assuming a BBB rating
Interest @ 7.72% 38.6
2000 EBITA/interest 3.65
Seagate Buyout 35
APV
$500 million Debt
rf = 5.84%
EMRP=6%
unlevered beta 0.59 0.78 0.98
unlevered return 9.39% 10.53% 11.70%
TV perp (g=3%) 3849 3266 2829
PV of TV 2053 1620 1304
PV of UFCF 234 219 204
PV of UFCF & TV 2288 1839 1508
% TV 90% 88% 86%
PV of tax shield = .34x500 170 170 170
APV = Suez Value 2458 2009 1678
Seagate Buyout 36
APV with EBITA multiple for TV
$500 million Debt
rf = 5.84
rm-rf =6%
unlevered beta 0.59 0.78 0.98
unlevered return 9.39% 10.53% 11.70%
TV 6x2006EBITA* 4344 4344 4344
PV of TV 2318 2155 2003
PV of UFCF 234 219 204
PV of UFCF & TV 2552 2374 2207
% TV 91% 91% 91%
PV of tax shield =
.34x500 170 170 170
APV = Suez value 2722 2544 2377
Interest @ 9.18% 92
EBITA/interest 1.54
EBIT/interest 1.23
Seagate Buyout 38
APV
Debt of $1 billion
$million
rf = 5.84
rm-rf =6%
unlevered beta 0.59 0.78 0.98
unlevered return 9.39% 10.53% 11.70%
TV perp (g=3%) 3849 3266 2829
PV of TV 2053 1620 1304
PV of UFCF 234 219 204
PV of UFCF & TV 2288 1839 1508
% TV 90% 88% 86%
PV of tax shield: init debt $1bill 271 271 271
APV =Suez Value 2558 2110 1779
Seagate Buyout 39
Valuing Operations
multiple of EBITA
$million
1999
deprec 585
deprec + amort 613
amort 28
2000 EBIT 113
2000 EBITA 141
Value of operations @ 7xEBITA 987
Value of operations @ 9xEBITA 1269
Seagate Buyout 40
Cash to Seagate Shareholders
• We now calculate the payments made to
Seagate Shareholders
– Assume that Suez pays a price that equals
one of the values calculated above
– Assume that Seagate shareholders pay back
$704 million in Debt
Seagate Buyout 41
Payment to Seagate Shareholders
$million
rf = 5.84%
EMRP=6%
unlevered beta 0.59 0.78 0.98
unlevered return 9.39% 10.53% 11.70%
TV perp (g=3%) 3849 3266 2829
PV of TV 2053 1620 1304
PV of UFCF 234 219 204
PV of UFCF & TV 2288 1839 1508
% TV 90% 88% 86%
PV of tax shield = .34x500 170 170 170
APV = Suez Value 2458 2009 1678
Seagate Buyout 42
Payment to Seagate
Shareholders
• Seagate shareholders receive
– $2,009 million from Suez for Seagate’s
operations
– $858 million in cash
• Seagate shareholders pay
– $704 million = debt retired
• Net payment to Seagate Shareholders
– $2,867 million -$704 million = $2,163 million
Seagate Buyout 43
What do Seagate shareholders
Gain from the Stock Swap?
• In addition to the net payment shown on
the previous slide Seagate shareholders
also gain from the stock swap
• The next few slides calculate the gain to
Seagate shareholders from the stock swap
ignoring the previous the cash payment
– We first ask how the stock swap should affect
the price of Veritas shares
Seagate Buyout 44
Effect of the Swap
on the Veritas Share Price
Seagate shareholders
Veritas million shares (pre-buyout) 128
Veritas million shares (post buyout) 109
Reduction in Veritas shares (due to buyout) 19
Pre-buyout
Total Veritas million shares (3/10/00) 393.6
share price (3/10/00) $168.69
Veritas Market cap (3/10/00) ($million) 66396
Post buyout
Veritas Market cap ($million) 66396
Total Veritas million shares 374.6
implied Veritas share price $177.25
Seagate Buyout 45
Gains to Seagate
Shareholders from Stock Swap
Seagate million shares (3/10/00) 227.2
share price (3/10/00) $64.25
Seagate Market cap ($million) 14598
Seagate Buyout 47
A Good Deal for Seagate
Shareholders?
• By entering into this deal they would gain
$6.885 billion before banking fees
• This is almost equal to the $7.149 billion
by which Seagate is undervalued,
assuming it’s operations have zero value
• It clearly exceeds the $2.230 billion they
get from the alternative solution if the
operations have no value
Seagate Buyout 48
A Good Deal?
• Suppose that the Veritas shares are sold,
the debt is paid off and the cash and sale
proceeds are used to pay the dividend
– If, after this, the market values Seagate’s
operations at $2.009 billion then the
alternative solution gives the Seagate
shareholders $4.239 billion which is still
$2.646 million less than the $6.885 billion they
realize from the buyout transaction
Seagate Buyout 49
Gains to Non-Seagate Veritas
Shareholders
Seagate Buyout 50
Gains to Non-Seagate Veritas
Shareholders
• Before the buyout 265.6 million Veritas
shares owned by non-Seagate
shareholders
– Because buyout reduced the total number of
Veritas shares by 19 million, the price of those
shares should have increased by $8.56 from
$168.69 to $177.25
– That would increase the value of the 265.6
million non-Veritas shares by $8.56x 265.6
million = $2,273 million
Seagate Buyout 51
The Total Gain
• The $2,273 million of gains to the non-
Seagate Veritas Shareholders plus the
$6,885 million that the Seagate
Shareholders gain equals a total gain
$8,158 million = $7,149 million +
$2,009million
Seagate Buyout 52
Source of the Gains
• Recall that
– $7,149 million is the undervaluation of the
Seagate’s shares assuming the operations
have no value
• So part of the gain comes from eliminating the
undervaluation of the Veritas shares held by
Seagate
– $2,009million is the price paid for the
operations
• The rest of the gain comes because this value is
obtained for Seagate’s operations
Seagate Buyout 53
What Happened
$million
Actual outcome
Suez price 2,000.00
Cash to Seagate shareholders 858.00
debts paid by Seagate shareholders 1,200.00
gain to Seagate shareholders 1658
gain net of other costs 950.00
Stock swap gain to Seagate 4,722.11
total gain 5,672.11
Seagate Buyout 54
Was the Actual Deal Good for
Seagate Shareholders?
• The actual deal gave them $5.672 billion
• Recall that Seagate could have achieved
some of this value by the selling the
Veritas shares
– Suppose that after the share sale and
dividend payment Seagate’s operations are
valued at $2 billion.
– Then the share sale and dividend would have
given them $4.230 billion. So they only gained
$1.442 billion more from the buyout
Seagate Buyout 55
Why Seagate’s Shareholder’s
Gains were Reduced
• The gains to Silver Lake come at the
expense of Seagate’s Shareholders who
paid off almost $500 million in additional
debt (apparently accounts payable)
• Seagate’s shareholders also make less on
the deal because of the approximately
$700 million in other costs (fees) they
incur
Seagate Buyout 56
The Division of the Gains
$million
Non-Seagate Veritas Gains 2,273
Seagate gains 1,442
Silver Lake gains 496=1,200-704
banker's fees 708=1,658-950
total gains = tax liability* 4,919
* See Slide 6
Seagate Buyout 57
The Debt Structure of the Deal
• Silver Lake financed the deal with $1.3
billion in debt so the debt to value ratio
was initially about 65%
• $700 million of this debt was term loans
which matured in 5 and 6 years
• The senior debt which matured in 2007
was rated B1 by Moodys
Seagate Buyout 58