Precedent transactions analysis

Rebuild each deal's multiples and premium from the offer price, the target's last balance sheet and LTM at announcement. Every figure ties to a filing or dated price

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XLSXDOCX12 steps

The problem

The multiple in the press release is the buyer's number, on the buyer's basis

Mars put Kellanova at 16.4x last twelve months adjusted EBITDA. Smucker put Hostess at about 17.2x its own estimate of 2023 EBITDA, and Campbell quoted 14.6x for Sovos including synergies. Copy the headline numbers into one table and the median mixes trailing with estimated and standalone with synergies

The request

Build US packaged food precedents: public targets with disclosed terms, announced January 2021 through September 2026. Start with Campbell / Sovos, Smucker / Hostess, Mars / Kellanova, Ferrero / WK Kellogg and Investindustrial / TreeHouse, and add any I've missed over $250 million TEV. Everything as of announcement, not close: EV from the offer price and the target's last balance sheet, LTM revenue and adjusted EBITDA, and the premium to the unaffected price. Show the buyer's stated multiple beside ours and explain any gap. I need EV / Revenue, EV / EBITDA and premium with high, low, mean and median, and a one page summary. Flag anything undisclosed rather than estimating it, and don't drop a deal without asking me.

How Axe works

ApprovedChanges asked

Your reviewApprove, or say what to change

Approved or changes

Workbook and summaryWorkbook, summary and tie out report

Final reviewApprove the revised files

Revised workbook and summaryRevised files and tie out

Step

Rebuild each deal

Prompt

Sent to the model at this step

Give each deal its own tab. Take the offer price per share from the announcement release and the merger agreement. Where part of the price is paid in the buyer's stock, record the exchange ratio and value it at the reference price and date the release used. Build diluted shares from the capitalization the merger agreement or proxy states, adding each option, restricted stock unit and performance unit as the merger agreement treats it, performance units at the level the agreement states, plus convertibles and warrants at their change of control terms. Build enterprise value from the target's last balance sheet filed on or before the announcement: add debt, finance leases, preferred stock, minority interest and any debt like item the release counts, such as factored receivables, and subtract cash. Keep operating lease liabilities out, since lease cost sits above EBITDA. Build LTM revenue and EBITDA from the four quarters reported on or before the announcement date. Show reported and adjusted EBITDA side by side, take the adjustments from the company's own reconciliation and note whether stock based compensation is added back. If the target released a quarter on the day of the announcement, say which quarter the LTM ends on. Where the proxy or the Schedule 14D-9 discloses management's projections, compute EV / NTM EBITDA from them for the twelve months after announcement and name the case used. Record the enterprise value and multiple the buyer announced with their exact basis: trailing or estimated, before or after synergies. Leave contingent value rights and earnouts out of the price and note them. Keep everything in US dollars and convert any other currency at the rate on the announcement date. Cite the document, page and line for every figure.

Uses

Deal set
Deal documents

Produces

Deal builds

What you get back

XLSXPrecedents workbookOne row per deal, most recent first, with multiples, premiums and build tabs

DOCXOne page summaryThe median and range first, then flagged deals and gaps to the buyers' multiples

Tie out reportEach figure marked tied, recalculated or open, with every correction

Make it yours

Change the sector, window or size floor, add the deals your desk always shows, or set your own unaffected date convention. Every step and every prompt can be edited

Customize this Agent

Opens a private copy of this Agent in your workspace, ready to adapt to your own sources

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