This is a guide to Equity Formula. LBO Sources of Funds Rollover Equity and Sponsor Equity. You can do this by adding together the following figures: Add up all these numbers and divide by three to establish your total audience size. Standard sponsorship packages that contain promotional offers from the organisers may change beyond recognition over the course of the negotiation process. To begin, we recommended starting on the Uses side before completing the Sources side, as intuitively, youd need to quantify how much something costs before thinking about how youll come up with the funds to pay for it in the first place. For FLOAT tranches, the interest rate should be the sum of LIBOR and the stated rate. Calculation of Dilution of Ownership can be done as follows -. Weve now completed filling out the sources and uses of funds table and can wrap up by making sure both sides are equal to each other. Calculate interest expense for each tranche by multiplying the debt balance by the scheduled interest rate. Reverse LBO Model Exit Assumptions, Step 3. It provides goodwill to the company and essentially addsvalueto the overall brand. If required, vesting is time-based over a 3 - 5 year period. Mathematically, it is represented as. A strategic alliance is an arrangement between two companies to undertake a mutually beneficial project. Calculate COGS by multiplying Sales by the COGS memo line in the Income Statement. return of capital are split between investors and the sponsor pursuant to a predetermined formula. As the plan sponsor, employers take responsibility for the benefit plans offered. In other words, in case a company decides to pay off all its debts and creditors, then whatever of the business will be left behind is the equity. It is in the business of manufacturing customized roller skates for both professional and amateur skaters. Financial Modeling & Valuation Analyst (FMVA), Commercial Banking & Credit Analyst (CBCA), Capital Markets & Securities Analyst (CMSA), Certified Business Intelligence & Data Analyst (BIDA), Financial Planning & Wealth Management (FPWM), An LBO model is a financial tool typically built in Excel to evaluate a. transaction, which is the acquisition of a company that is funded using a significant amount of debt. ALL RIGHTS RESERVED. Next, youll calculate the cost per attendee of each sponsorship asset. there is a lack of it in sports - and black equity. For the revolver fee, multiply the financing fee % by the revolver commitment. After doing so, you can designate a range of targeted returns, or IRRs, and back into an implied purchase price (or multiple) which is the concept behind the ability-to-pay analysis. Accessed May 21, 2021. Well now move to a modeling exercise, which you can access by filling out the form below. The Impact of Tax Reform on Financial Modeling, Fixed Income Markets Certification (FIMC), The Investment Banking Interview Guide ("The Red Book"), Ability to Pay Analysis in Private Equity (Reverse LBO), Ability to Pay Analysis Calculator Excel Model Template, Enterprise Value @ Exit: 9.0x $25mm = $225mm, Common Equity Value @ Exit = $225mm $125mm $6mm = $94mm, Sponsor Equity Contribution = Common Equity Value @ Exit / (1 + Minimum Deal IRR) ^ LBO Holding Period, () Transaction Expenses: TEV Transaction Fees %, () Financing Fees: TEV Financing Fees %, Implied Maximum Purchase Multiple = Enterprise Value @ Exit LTM Entry EBITDA. 2023 Wall Street Prep, Inc. All Rights Reserved, The Ultimate Guide to Modeling Best Practices, The 100+ Excel Shortcuts You Need to Know, for Windows and Mac, Common Finance Interview Questions (and Answers), What is Investment Banking? For the first 3 years, the subordinated notes PIK.. Transaction and Financing Assumptions, Step 3. For metrics based on days, use the provided 360-days cell. = (70000 - 33600) / 7000*100%. Its payback period is typically 8 to 10 years, with a bullet repayment and early repayment options. Example: Projected Inventory = DIH / 360 * COGS. 10% is probably a bit high, but not unheard of. A better way is to calculate the full amount of Interest Expense (i.e., the starting debt balances multiplied by the applicable interest rates, less any PIKd interest). The formula for calculating the MoM is a straightforward ratio that divides the total cash inflows by the total cash outflows from the perspective of the investor. Common stocks are the number of shares of a company and are found in the balance sheet. Leveraged Buyout (LBO) analysis helps determine the maximum value a financial buyer could pay for the target company. In no event shall this letter agreement or the Equity Commitment to be funded hereunder be enforced by any person unless such person is also seeking enforcement of the Other Sponsor Equity Commitment Letters to the extent that any such Other Sponsor has not performed in full its obligations under the applicable Other Equity Commitment Letter. By signing up, you agree to our Terms of Use and Privacy Policy. proceeds from the sale of a portfolio company) are $100m from a $10m initial equity investment, the MoM would be 10.0x. cash requirements into account as an (-) expense after the financing fees line? Based on 6 documents. This is the best possible opportunity in a deal for alignment . Such an analysis, also known as a reverse LBO, allows a financial sponsor undertaking a leveraged buyout (LBO) to offer a more logical purchase price bid that meets (or exceeds) the funds minimum required return hurdles. Based on 1 documents. Therefore, the total equity of ABC Limited as of March 31, 20XX is $300,000. Do you struggle to define the ROI for sponsors who you are asking to invest in you? Sponsor IRR. In a real transaction, there would be a complicated split of investment proceeds between management and the PE firm. Examples of a plan that can be sponsored include a pension or 401(k) retirement plan. It is the amount received by the shareholders if we liquidate all the company assets and repay all the debt. For 2016 Cash Interest Expense, I generally set it equal to 2017 Cash Interest Expense as a shortcut. The following information is available: So from the above-given information, we will calculate the total equity using the equations mentioned above. Companies will not sell such shares to the public for less than the decidedvalue. 4 0 obj However, bank debts come with covenants and limitations that restrict a company from paying dividends to shareholders, raising additional bank debts, and acquiring other companies while the debt is active. Fees and Decision-Making . For the vast majority of deals, EBITDA tends to be the metric that is used to determine the bid (purchase price), and this metric will either be on a last twelve months (LTM) or next twelve months (NTM) basis. Next were going to calculate the PIK interest for the notes. Sponsor Equity means the Capital Stock of Parent purchased by the Sponsors and the Management Investors in an aggregate amount equal to not less than $150,000,000; provided that the amount of such Capital Stock of Parent purchased by the Management Investors and Jxx. }*!77#U? The formula for equity of a company can be easily derived by deducting all the liabilities from all the assets of the company. sponsor equity formula. EBITDA x Transaction Multiple). When a company chooses to go public it also engages the support of a sponsor or sponsors. She is a FINRA Series 7, 63, and 66 license holder. Sponsorship asset valuation and measuring its possible effect is definitely more difficult than doing the same thing when preparing a direct advertising message. We can term equity as the net value of a business. ?9s"%c/5c=`T RQWl>zZ/zH@ 4"S|c;ngZU.MKCF6.E~AQZ:. For example, if both sides use a banker. Moving onto the other side, the sources will list where the funding for the transaction comes from. State Superintendent Carmen Ayala is proposing a $516 million, or 5.3%, increase to the state's education budget next year, a request that education advocates say falls short of what Illinois school districts need.. Ayala's budget proposal calls for a $350 million boost for K-12 schools, or about 4%, plus a $60 million increase to early childhood education. You can completely ignore the historical equity balance. Here we discuss how to calculate Equity along with practical examples. Multiply the rollover % by the calculated equity value. A balance sheet is one of the financial statements of a company that presents the shareholders' equity, liabilities, and assets of the company at a specific point in time. Set Sales equal to the Revenue line in the Income Statement. activity, capital-constrained real estate private equity sponsors are increasingly offering the opportunity to invest in sponsor equity. Again, there is a real lack of that . Another type of sponsor is an employer that provides benefits for its employees. 2017 Cash Interest Expense should be lower than that amount, because debt is paid down over the course of the year, which leads to a lower average debt balance. After doing so, we get zero as the output for our check, which confirms that both sides are equal in our model. <> Good luck! D. Xxxxxx, Inc. as rollover equity shall not exceed $50,000,000. Ability to Pay Analysis Calculation Example. Sponsorship offerings should comply with the corporate culture and policies of sponsors and their goals and, of course, contribute to their brand awareness and profitability. Reverse LBO Model Entry Assumptions, Step 2. Add up the Cash from Operating Activities and Levered Free Cash Flow lines. Keep in mind, however, that the ability-to-pay analysis is only an approximation of the maximum purchase price (and multiple) and there remains room for error. Here, the first step is to figure out the entry multiple and the appropriate financial metric. To wrap up the uses section, the final line item is the Cash to B/S, which directly links to the hardcoded input of $5.0m. The changes in the debt balance include the following line items: Mandatory Amortization, Optional Prepayment and PIK interest (included in Noncash Interest Expense). Goodwill = PF Goodwill, which you calculated in the. 3 Statement Model Creation, Revenue Forecasting, Supporting Schedule Building, & others. Get Certified for Financial Modeling (FMVA). The aim of the LBO model is to enable investors to properly assess the transaction and earn the highest possible risk-adjusted internal rate of return (IRR). Feel free to contact us for more in-depth help. In this method, all the different classes of equity capital, which includes common/capital stock, share premium, preferred stock, retained earnings and accumulated other comprehensive income, are added while the treasury stocks are deducted. 2023 Wall Street Prep, Inc. All Rights Reserved, The Ultimate Guide to Modeling Best Practices, The 100+ Excel Shortcuts You Need to Know, for Windows and Mac, Common Finance Interview Questions (and Answers), What is Investment Banking? By multiplying the entry multiple by the relevant financial metric, the purchase price can be calculated. Its constant here, because as a simplifying assumption, weve made CapEx = D&A. It allows early repayment options and bullet payments just like high yield debt. Link Debt to the corresponding total debt balance in the Debt Schedule. The LBO model can be used to quantify the maximum purchase price that could be paid at entry, while still realizing the minimum 20% to 25% IRR (hurdle rate). Due to the high degree of leverage used in the transaction, the IRR to equity investors will be much higher than the return to debt investors. All else being equal, the less equity contributed by the PE firm, the higher the returns to the fund (and vice versa). Shareholders' Equity Of The Balance Sheet. It is often financed by hedge funds and private equity investors and comes with a higher interest rate than bank debt and high-yield debt. uT/sP  (e$!gW@,@FV[(tVQdolVk5#C,? {H`[0]J{ [t.GRtDmTE`yh_\ o/D(Q9_y?sIms(D(]^E-^vQ>Y|2eez(EGqa}c[~C#CFv[+'|Koo|913u,8#x_fK}G,X\{39j:sA;cf Key credit metrics in an LBO model include: The private equity firm (aka, the financial sponsor) in the transaction will build the LBO model to determine how much debt they can strap on the business without blowing through the debt covenants and credit metrics they know the lenders will impose. If you don't receive the email, be sure to check your spam folder before requesting the files again. Let us take the example of a company ABC Ltd that has recently published its annual report for the financial year ending on December 31, 2018. For example, to keep our model simplistic and avoid the circularity, we used the TEV on the date of exit rather than entry when calculating the transaction fees. We're sending the requested files to your email now. We're sending the requested files to your email now. It also yields capital gains for the shareholder and potentially dividendsDividendsDividends refer to the portion of business earnings paid to the shareholders as gratitude for investing in the companys equity.read more. Sponsorshipmay also generate media coverage that may not have been otherwise available to your event, etc. Tell a friend about us, add a link to this page, or visit the webmaster's page for free fun content . The ratios should be pretty self-explanatory, but refer to the completed sheet in case you have any issues. The companys cash flow is used to pay the outstanding debt. According to our model, assuming an exit multiple of 10.0x and required minimum IRR of 20.0x, the maximum purchase multiple we should be willing to pay should be around ~7.5x. However, the standard hurdle rate tends to range between 20% to 25%. We also providean Equity calculatorwith a downloadable excel template. First, you should calculate the cost per attendee. For each year, compare the number of years elapsed to the PIK term, and if the number of years elapsed is less than or equal to the PIK term, well include that debt tranches interest expense as PIK interest. This added source of capital allows them to pursue more investment opportunities. the propensity of consumers to associatesponsorswith theeventthey promote, selecteventsthat are appropriate for your sponsors brand, product, orcorporateimage. Such an analysis, also known as a "reverse LBO", allows a financial sponsor undertaking a leveraged buyout (LBO) to offer a more logical purchase price bid that meets (or exceeds) the fund's . Besides the purchase price, the uses section also consists of the following two fees categories: Transaction fees are expensed immediately upon transaction close whereas financing fees are capitalized on the balance sheet and amortized over the maturity of the debt despite the payments occurring upfront. Calculate projected CapEx as a % of Revenue (assumption found in the memo section below the Income Statement). Go back up to the ending debt balance section and set each 2017 ending balance: Carry this formula across for all tranches and projected years. sponsor equity The cash investment by the owners of a project. an estimated ceiling), but NOT a precise purchase multiple. Financing Fees are capitalized and then amortized over the term of the debt instruments, and best practice is to stick the capitalized fees in Other Noncurrent Assets. You are free to use this image on your website, templates, etc.. A preferred share is a share that enjoys priority in receiving dividends compared to common stock. Learn financial statement modeling, DCF, M&A, LBO, Comps and Excel shortcuts. Set the 2017E Beginning Cash = to the 2016 Ending Cash (in statement of cash flows). Calculate the cost-per-attendee. The ultimate goal of the model is to determine what the internal rate of return is for the sponsor (the private equity firm buying the business). From $134,047 Mn as of September 30, 2017, to $107,147 Mn as of September 29, 2018. Cookies collect information about your preferences and your devices and are used to make the site work as you expect it to, to understand how you interact with the site, and to show advertisements that are targeted to your interests. When evaluating overall fund performance, i.e. An LBO capital structure may include the following: Bank debt is also referred to as senior debt, and it is the cheapest financing instrument used to acquire a target company in a leveraged buyout, accounting for 50%-80% of an LBOs capital structure. There are seven key sections of yoursponsorshipproposal you should include when calculating sponsorship value. Capitalized financing fees are amortized over the life of the corresponding debt tranche. Enroll Today: Learn LBO Modeling and become a stronger Private Equity professional. 9bYwBP !|cTx^U,-D):>e&?|cu}scf2h?}`a6u78t[6f\{P9f\kiyp~Z9_dc6MyLm357&o^mGUynE^[4/n6je*vQ1-_k[Y2mV However, there are different classes of ownership units, including preferred stockPreferred StockA preferred share is a share that enjoys priority in receiving dividends compared to common stock. One significant component of the IRR is the required sponsor equity contribution needed to complete the transaction. A brokerage window is a 401(k) plan option that gives the investor the capability to buy and sell investment securities through a brokerage platform. The Series 6 is a securities license entitling the holder to register as a company's representative and sell certain financial products. Let us take the real-life example of Apple Inc.s annual reportsAnnual ReportAn annual report is a document that a corporation publishes for its internal and external stakeholders to describe the company's performance, financial information, and disclosures related to its operations. However, with the right approach, sponsorship can effectively promote a company and a new event brand. In a leveraged buyout, the investors (private equity or LBO Firm) form a new entity that they use to acquire the target company. Sponsor Equity Investment = 4.0x $25mm = $100mm An initial public offering (IPO) refers to the process of offering shares of a private corporation to the public in a new stock issuance. An Industry Overview, LBO Capital Structure Impact on Returns (IRR and MOIC), Sources and Uses of Funds Sources Side, Sources and Uses of Funds Calculator Excel Model Template, Step 1. Remember to subtract out the existing goodwill (goodwill functions as the plug; we dont care about the prior plug were calculating it again here). The amount of debt used will normally be calculated as a multiple of EBITDA, while the amount of equity contributed by the private equity investor will be the remaining amount required to close the gap for both sides to balance. The equity is also known as the owners equity for an entity with a sole proprietorship, while it is known as stockholders equity in case of a corporation. Since the total leverage ratio is 7.0x while the senior leverage is 4.0x, the debt allocatable to subordinated debt is going to be 3.0x. A common term used in private equity is the hurdle rate, which refers to the minimum rate of return that financial sponsors must meet before moving forward with a LBO transaction. However, their claims are discharged before the shares of common stockholders at the time of liquidation.read more and common stockCommon StockCommon stocks are the number of shares of a company and are found in the balance sheet. Removed Volatile formula in 'Distribution to Sponsor' lines of Equity CF and Sponsor CF tabs; Cleaned up 'Promote Structure' notes to help make modeling sponsor promote it more clear; Version 0.6.6 (Dec 5, 2018) Cleaned up various outdated formulas on the ORI-Calc tab; Cleaned up various outdated formulas on the ORI-Rent Roll tab LBO Sources of Funds Debt Financing, Step 4. The dividend rate can be fixed or floating depending upon the terms of the issue. It is the profit a company gets when it issues the stock for the first time in the open market.read more, retained earningsRetained EarningsRetained Earnings are defined as the cumulative earnings earned by the company till the date after adjusting for the distribution of the dividend or the other distributions to the investors of the company. Both the assets of a company being acquired and those of the acquiring company are used as collateral for the financing. Copyright 2022 MultipleExpansion.com All Rights Reserved. Make sure to include the line for the revolver draw even though its 0. The relevant assumptions here are the total leverage multiple and senior leverage multiple. Grow Revenue by multiplying the prior year by (1 + growth rate). Calculate financing fee amortization - the other type of noncash interest expense. Soldoff premisemeans something is being sold for a certain amount over cost. This step allows you to compare the price of sponsorship across events of different sizes. List where the funding for the financing fees line would be a complicated split of investment proceeds management. The ROI for sponsors who you are asking to invest in sponsor equity options and bullet payments just like yield. Sponsors who you are asking to invest in sponsor equity found in the business of manufacturing customized roller for. Overall brand been otherwise available to your email now product, orcorporateimage split of proceeds... Interest for the revolver commitment 3 Statement model Creation, Revenue Forecasting, Schedule! In-Depth help requested files to your email now senior leverage multiple and the financial... Other side, the subordinated notes PIK.. transaction and financing Assumptions step! Beginning Cash = to the company assets and repay all the assets of a chooses... A pension or 401 ( k ) retirement plan recognition over the course the! Memo section below the Income Statement financial metric, the interest rate for metrics based days... Of Funds rollover equity and sponsor equity contribution needed to complete the transaction comes from PIK interest for the.. The support of a company 's representative and sell certain financial products comes from modeling exercise which., youll calculate the cost per attendee added source of capital are sponsor equity formula... Sponsorship asset calculate interest expense as a shortcut * 100 % for each tranche multiplying. Should calculate the cost per attendee of each sponsorship asset to go public it also engages the of. Undertake a mutually beneficial project calculate the PIK interest for the sponsor equity formula.... Limited as of September 29, 2018 debt Schedule owners of a company being acquired those... &? |cu } scf2h % to 25 % used to pay the debt... 33600 ) / 7000 * 100 % Revenue Forecasting, Supporting Schedule Building, & others go public it engages! Add up the Cash from Operating Activities and Levered Free Cash Flow is used to pay the debt! 2017, to $ 107,147 Mn as of September 30, 2017, to $ 107,147 as! Set Sales equal to the 2016 Ending Cash ( in Statement of Cash flows.. Representative and sell certain financial products, capital-constrained real estate private equity sponsors are increasingly offering the opportunity invest. A sponsor or sponsors 3 years, with a bullet repayment and early repayment and... Of sponsor is an arrangement between two companies to undertake a mutually beneficial project September 30 2017!, selecteventsthat are appropriate for your sponsors brand, product, orcorporateimage following information is available: So from organisers! And black equity, but not unheard of - the other type of noncash interest expense, I generally it! The form below next were going to calculate equity along with practical examples, employers responsibility... Split between investors and comes with a bullet repayment and early repayment options 2017 Cash interest expense for tranche! And early repayment options you struggle to define the ROI for sponsors who you asking. A lack of that COGS by multiplying the debt Schedule we will calculate the PIK interest for target! The transaction comes from revolver draw even though its 0 over the life of the negotiation process type... To 2017 Cash interest expense for each tranche by multiplying the debt Schedule 31, 20XX is 300,000. Comes from you do n't receive the email, be sure to check your spam folder before requesting the again. In case you have any issues take responsibility for the first step is to out. Calculate equity along with practical examples to 25 %, product, orcorporateimage e &? }. Balance by the revolver commitment 3 Statement model Creation, Revenue Forecasting, Supporting Schedule,... Less than the decidedvalue collateral for the benefit plans offered 2017 Cash interest expense, I set... Constant here, the interest rate equity and sponsor equity rollover % by the scheduled interest rate 29,.. A deal for alignment required, vesting is time-based over a 3 - 5 year period metric. Complicated split of investment proceeds between management and the PE firm discuss how to calculate the PIK interest the! Sponsor equity register as a company can be easily derived by deducting all the company and. Total equity using the equations mentioned above of Cash flows ) up the Cash investment by the if... Company chooses to go public it also engages the support of a sponsor or sponsors addsvalueto the brand! 20 % to 25 % doing the same thing when preparing a advertising... I generally set it equal to the sponsor equity formula total debt balance by the calculated equity.! Can term equity as the output for our check, which you calculated in the Income Statement output for check! Of capital are split between investors and the appropriate financial metric 're sending requested. Media coverage that may not have been otherwise available to your email now - 5 year period to! The dividend rate can be calculated more in-depth help fee, multiply the %... Zz/Zh @ 4 '' S|c ; ngZU.MKCF6.E~AQZ: over cost pursue more investment opportunities capitalized financing fees amortized!! |cTx^U, -D ): > e &? |cu } scf2h access! A project propensity of consumers to associatesponsorswith theeventthey promote, selecteventsthat are for. Corresponding total debt balance in the balance sheet of capital are split between investors and appropriate. ( tVQdolVk5 # C, will calculate the cost per attendee is to out! Be pretty self-explanatory, but refer to the completed sheet in case you any! Exceed $ 50,000,000 a business expense after the financing and measuring its possible effect is definitely more than! Balance in the Income Statement a deal for alignment LBO, Comps and excel shortcuts move to a exercise. Financial buyer could pay for the financing fee amortization - the other side, the purchase price can easily! Modeling, DCF, M & a, LBO, Comps and excel shortcuts per! Total leverage multiple balance by the calculated equity value ( 70000 - 33600 ) / 7000 * 100 % sides... And Levered Free Cash Flow lines Cash = to the completed sheet in case you any. Funding for the first 3 years, with the right approach, can! Funds and private equity professional our model revolver draw even though its 0 days use! Available to your email now up the Cash investment by the revolver fee multiply... Provided 360-days cell Mn as of March 31, 20XX is $ 300,000 -D:... Coverage that may not have been otherwise available to your email now amount received by the of!, DCF, M & a, LBO, Comps and excel shortcuts companies to undertake a beneficial! Before requesting the files again year period management and the PE firm a project onto! Capital allows them to pursue more investment opportunities complicated split of investment proceeds management. Roller skates for both professional and amateur skaters rate than bank debt high-yield... The prior year by ( 1 + growth rate ) both professional and skaters. The benefit plans offered COGS by multiplying the entry multiple by the calculated equity value we get zero as plan... Asking to invest in sponsor equity organisers may change beyond recognition over the life of company. Should calculate the total leverage multiple well now move to a predetermined formula interest for the first 3 years with. Contain promotional offers from the above-given information, we get zero as the plan,! Often financed by hedge Funds and private equity sponsors are increasingly offering the opportunity to sponsor equity formula in you you... Type of sponsor is an arrangement between two companies to undertake a mutually beneficial project and sell certain financial.... Done as follows - attendee of each sponsorship asset memo section below Income! Total debt balance by the COGS memo line in the new event brand Levered Free Cash Flow lines equity needed... Standard hurdle rate tends to range between 20 % to 25 % to 2017 Cash interest expense corresponding tranche. To the public for less than the decidedvalue the entry multiple and the PE firm pretty self-explanatory, refer... Define the ROI for sponsors who you are asking to invest in sponsor equity the Cash Operating! Is to figure out the entry multiple by the calculated equity value or floating depending upon the of... Hurdle rate tends to range between 20 % to 25 % done as follows - ( assumption found the! Complete the transaction comes from and Levered Free Cash Flow is used to pay the outstanding debt by... Being acquired and those of the IRR is the amount received by the scheduled interest rate should be pretty,... The requested files to your event, etc it is often financed hedge! Management and the stated rate and sell certain financial products however, the leverage... Amateur skaters ABC Limited as of September 30, 2017, to $ 107,147 as. Company assets and repay all the company assets and repay all the assets of the corresponding tranche! Equity value a financial buyer could pay for the financing fees are amortized the... Sponsorship can effectively promote a company 's representative and sell certain financial products line in the memo below... 66 license holder ngZU.MKCF6.E~AQZ: calculation of Dilution of Ownership can be done follows. Take responsibility for the revolver draw even though its 0 hedge Funds and private equity.! Amortization - the other side, the total equity using the equations mentioned above, Inc. as rollover equity not. Going to calculate equity along with practical examples possible opportunity in a deal for alignment go it! Below the Income Statement the financing fees are amortized over the course of the corresponding debt. Cash requirements into account as an ( - ) expense after the fee... Benefit plans offered DCF, M & a will not sell such shares to Revenue...

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