Merger Model

PPR – Multiples Analysis
The last step in the purchase price ratio analysis is to calculate the valuation multiples at the various transaction prices. Doing so allows us to refine...
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Black-Scholes Option Value
In our model we will assume that TargetCo's stock options held by employees of TargetCo are replaced upon consummation of the transaction with new BuyerCo...
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Replacement Options
Now that we have calculated the fair values of TargetCo's vested and unvested employee stock options ("ESOs"), we need only to multiply by the number of...
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FIN 44: Unearned Compensation
A portion of the intrinsic value (if any) of the unvested replacement awards is allocated to unearned compensation under FIN 44. The amount allocated to...
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FIN 44: Compensation Expense
The portion of the intrinsic value (if any) of the unvested replacement awards allocated to unearned compensation is recorded as an asset on the balance...
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Incremental Depreciation & Amortization
In this step we add to our "Amortization of Identifiable Intangibles" section on our "GAAP" tab and add a section called "Depreciation of Fixed Asset Write-Up"....
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Deferred SBC Expense
In this step we add a section to our accounting adjustments called "Deferred Stock-Based Compensation Expense" that calculates the annual after-tax compensation...
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Deferred Revenue
In this step, we write off the target's deferred revenue, recorded on TargetCo's pre-transaction balance sheet as a liability, over a period of 1 year...
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