Landmark Facility Solutions

Financial Management II

Landmark Solutions

Facility

Case Analysis The case presents us with the basic problem that many firms are faced with - “Do we acquire another company and if so what should we pay for it and how should we structure the new firm?” SUBRATA BASAK (MP15043)

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Financial Management II

Executive Summary Landmark Facility Solutions presents a situation in which a medium-sized facility management company assesses whether to acquire a larger facility management company that is known for its high-quality services and technical expertise. The acquirer believes the acquisition will help it to become an integrated facility manager and enter new industries in its home market. The case focuses on valuing the acquisition opportunity and choosing the right financing for the transaction. It explores the interaction between corporate investment and financing, and sets the stage for discussions about capital structure decisions.

Introduction Broadway, located in USA, was formed by Mr. Harris in 1992. Broadway is providing facility services like janitorial services, floor and carpet maintenance services and building maintenance services. In last few years, Broadway has been seeking significant growth and has spread its operations to other countries like New England and Florida by providing additional services like educational and industrial services. The CEO and president of the Broadway aim to spread its operations in addition to facility support services to building engineering and energy solution. For this purpose, CEO and President of the Broadway industries are considering acquiring the Landmark facility solutions. Landmark facility is specialized in providing commercial building, engineering and energy solution services. It was found in 1954 and it has significant brand recognition throughout USA and due to its strong brand recognition, Landmark is capable to charge premium prices. Instead of charging premium prices, Landmark is currently facing the problem of reduction in operating profit. The current financial position of Landmark encourages Mr. Harris to acquire Landmark because it is expected that the acquisition of Landmark will satisfy the strategic needs of the Broadway in order to expand its services. However, the management of Broadway suggested that the current demand from the Landmark is high and the expected benefits from the acquisition will not justify the purchasing cost. In addition to this, Mr. Harris is considering the financing of the acquisition because currently Broadway has two available options and it is identifying which one is suitable if the acquisition process may proceed.

Problem Statement 1. Does Broadway benefit from acquiring Landmark? If so how and based upon what? Can the $120 million bid be justified and if so what justifies or does not justify the bid? 2. If Broadway proceeds with the acquisition which financing alternatives should be chosen, and why? How Broadway would be servicing its debt after the acquisition. Page 2

3. 4. 5. 6.

Financial Management II How do the two financing methods affect the value of the acquisition to existing shareholders of Broadway? Does Broadway reduce shareholder value if it selects the mix of debt and equity financing alternative? What is the cost of equity dilution? What will be the cost of capital and how the cost of capital will be impacted by the various financing options? What is the value of the acquisition to Broadway under both expected and pessimistic scenarios?

Analysis & Solution Broadway’s business strategy involves competing in a highly fragmented and competitive service-oriented business environment. Such competition is based on pricing, level of services, and quality of service. This business combination provides an opportunity to create new economic value for stockholders. New value is expected to be created in the following ways: 1. Taking advantage of economies of scale. Broadway’s acquisition could improve Landmark’s operating efficiency and achieve cost reductions. There are redundancies in management positions and non-essential expenses. 2. Improving target management. Landmark’s high operating costs, had placed it in the bottom quartile of facility management companies, in terms of operating margin, had resulted from managerial complacency and cost management, rather than from some underlying flaw in the company’s business model. Harris is confident that by replacing Landmark’s management team, cutting executive pay and lavish perquisites, and reducing non-essential marketing expenses, Broadway could increase Landmark’s operating margin to 3%. 3. Combining complementary resources. The most obvious benefit of consolidating the two companies is the elimination of common overhead expenses, such as corporate headquarters, executives, support staff, and redundant office space. Another source of value would involve the management of Landmark’s net working capital; it is believed that the company’s net working capital to sales ratio could be reduced to that of Broadway following improvements in some of Landmark’s processes. 4. Diversification of services. Typical facility managers in the U.S. provides comprehensive facility services, including janitorial solutions, HVAC, commercial cleaning, facility engineering, energy solutions, landscaping, parking, and security. With global economic power likely to continuing its shift eastwards towards emerging markets. Increasing competition from new players in emerging markets will force companies to search for greater differentiation, and to be innovation in how they adjust their business models and deliver extra value to clients. The consolidation of the two companies will provide a more diversified service platform for existing and new clients. 5. Capturing tax benefits. The tax shield that comes from increasing leverage for Landmark due to operating losses that can be offset against its taxable income. Page 3

Financial Management II 6. Penetrating new geographies. Moving into new geographies can curtail strong competitive pressures that could inhibit the company’s success in bidding for profitable business and its ability to increase prices as costs rise, thereby reducing margins. 7. Market power. Landmark is a respected for its high-quality services and expertise, the acquisition could enable Broadway to market some of its services under Landmark’s brand at a premium price.

The combination of operating and financial synergies could be realized quickly post acquisition. Since, Broadway has a culture of operational efficiency, the replacement of non-performing management, cost costing in nonessential expenses, and a new pricing strategy based on Landmark’s model, could be realized in an increase Landmark’s operating margin to 3% and Broadway’s gross margin to 8.5% as early as 2015. The valuation of combined firm is very high compared to individual values of separate firms (Refer exhibit 1 to 4). Additional value generated due to this synergy = Value of combined firm – Value of landmark – Value of Broadway. There is additional value for both optimistic and pessimistic scenario. There are two alternatives for financing this acquisition—100% debt or 50% debt and 50% equity. The understand the effects of each alternative we must look at the company’s capital structure. Because debt financing is an option for acquiring the target shares (100% debt case), Broadway could significantly increase the net financial leverage of Landmark (i.e., the 100% debt financing option could increase Landmark’s leverage by adding value by lowering its tax by increasing the interest tax shield).

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Financial Management II

The discount rate was considered to be the weighted average cost of capital of the firm, where in the cost of equity for Landmark facility was calculated by the Capital asset pricing model using the beta of the industry. Since, Landmark facility is not listed, the information of equity betas given in the case can provide the unlevered beta, using the average debt-equity ratio of the firms given, the levered beta helps us find the cost of equity using CAPM, and info given in the case wherein the risk free rate was chosen to be the ten year treasury bond rate of 2.56%, and market risk premium of 5.9%. In the 100% debt case, the capital structure of Broadway consists of 75% debt and 25% equity at a WACC of 8.01%. While in the mix of debt and equity case, the capital structure consists of 40% debt and 60% equity at a WACC of 8.31%. Based on interest payments calculations, Broadway would not be capable of servicing its debt on its 100% loan obligation. With $6.6 million in loan interest expense and an additional $0.4 million in expense due in 2015 and 2016. It is projected that Broadway would experience net income losses of $0.5 million and $1.3 million, respectfully. Net income losses occur from 2015 thru 2017. It is not until 2018, that the company is able to absorb its loan payments. While the $3.0 million interest payments on the mix of debt and equity are payable by Broadway over the life of the loan term. The Page 5

Financial Management II company generates sufficient cash and yields positive yearly net incomes. Thus, the 75% capital debt structure for the all-inclusive $120 million loan is not serviceable, while the 40% debt structure for the mix debt-equity is serviceable over the terms presented for investment. The post-acquisition capital structure of 100% debt financing reduces shareholder value for Broadway by increasing the risk of financial distress.

Conclusions The valuation of the acquisition opportunity has been performed on the basis of both the scenarios. Looking at the valuations of the Landmark Company, it could be seen that the alternative 2 of financing which is going for 50% debt and 50% equity is the best financing alternative for the company. The firm value under this financing alternative is highest and significantly high with a cost of capital of 8.31% under this alternative. Moreover, funding the entire acquisition by 100% of debt might prove to be risky for the company in future; therefore, the best financing alternative for the management is to basically go ahead with a mix of debt and equity financing. In order to determine that whether Broadway would be able to service its debt or not, first of all the operating income and the free cash flows for the Broadway company have been calculated on the basis of the optimistic and the pessimistic assumptions for both the financing alternatives. The relative interest payments under both the financing alternatives have also been calculated based upon the structures of the $ 120 million and $ 60 million loans under alternative 1 and 2. Moreover, the interest coverage ratio and the free cash flow over interest expense ratios have been calculated. The average interest coverage ratio and the FCF/Interest expense ratio for first financing alternative under the best case and worst case scenario for Broadway would be (2.16, 1.4) and (1.64, 2.03) times. These ratios for both the financing alternatives for optimistic and pessimistic case would be (3.61, 2.34) and (2.85, 3.63) times. Again it could be seen that these ratios are much higher for the second financing alternative. Nonetheless, debt has advantages as it is much cheaper as compared to equity and the reason for this is that the interest expenses on the debt are basically tax deductible and this results in the increase of the firm value also. However, if the level of debt increases beyond a certain optimal level then the firm is at risk. Therefore, the best financing alternative for the company in order to fund this $ 120 million acquisition opportunity is to seek 50% debt and 50% equity. Overall, Broadway benefits from acquiring Landmark. However, the speed at which Broadway is able to consolidate and implement cost-cutting measures are a concern, as the company is presently experiencing a strain in growth, profitability, and eroding operating efficiency to industry peers. Even though, Landmark’s equity valuation under expected conditions is falls below expectations, the company should proceed with the deal given the combined synergies of this deal are a plus for Broadway Industries. Page 6

Financial Management II

Exhibit 1:

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Financial Management II Exhibit 2:

Exhibit3:

Exhibit 4:

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