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such efficiencies have not yet been incorporated into the projections,
there is reason to believe the direct costs are overstated from Apaches
perspective. Looking only at the direct costs, their overstatement
suggests that the resulting valuation may be biased low. If so, the
valuation will be below Apaches maximum acquisition price, and
Apache could bid above this figure and still generate a positive NPV.
The valuation might be viewed more properly as Amocos reservation
price, below which it should not sell. 3. (20 points.) Exhibits 3-7 contain
cash flow projections for MW Petroleum. To what extent do these
numbers represent free cash flows suitable for use in a discounted
cash flow valuation? In particular, please comment on the treatment of
overhead (line 8), financial
book DD&A (line 9), taxes (lines 11-14), Non-cash charges (line 16),
and terminal value (line 20). Although one might quibble with some
details, I find the exhibits properly represent the free cash flows
suitable for use in a discounted cash flow analysis. This is not to say
the numbers are necessarily accurate, only that they are manipulated
properly in the exhibits. Overhead As discussed in the Diamond
Chemical case, overhead does not mean fixed. Variable overhead is
relevant to valuing MW, fixed overhead isnt. Absent information to the
contrary, it seems appropriate to consider these costs variable. This is
a little tricky. The exhibits calculate profit contribution based on
financial book reporting numbers. They subtract financial book DD&A
to calculate net income before taxes, and then they subtract total
income taxes (or more commonly, provision for taxes) to calculate profit
contribution (or more commonly, net income after taxes). Finally, the
exhibits determine cash flow from operations by adding back financial
book accounting and deferred taxes, both of which are non-cash
charges. The resulting cash flow from operations is correct. This is
made more confusing by the fact that, contrary to most investment
opportunities, deferred taxes are negative every year, making current
taxes paid higher than provision for taxes. This also means that the
adding back of deferred taxes actually reduces cash flow from
operations. Note, too, there is a little circularity going on here because
the value of MW and the level of DD&A expenses depend on one
another. The authors of the exhibits have sidestepped this problem by
basing depreciation on a ballpark number for the value of the business.
With more information about the depreciation methods employed, we
could eliminate this circularity. Here, we must accept the (probably
modest) error involved. Taxes As just noted the correct tax figure is
current tax, and the exhibits arrive at this figure by first subtracting total
income taxes, and then adding deferred taxes back. This is part of the
same DD&A taxes story. And in conjunction with the treatment of
these other items, the treatment of Non-cash charges is correct. A
terminal value estimate is clearly necessary. And with a wasting asset,
the approach taken appears appropriate. We might ask if the terminal
value includes estimated values of remaining assets, including land,
when the reserves expire. We might also ask why a 13% discount rate
was applied without explanation or justification. My calculations below
suggest this discount rate might be a bit on the high side, but not far
from the mark.
Financial book DD&A
Non-cash charges
Terminal value
17) from proved reserves, or 9.8% per year (-9.8% is the IRR from
investing $94.7 million at time 1 and receiving $22.2 million at time 15).
The value of Apaches annual tax shield is the interest rate times the
companys marginal tax rate. Knowledge of the marginal corporate tax
rate in the US in the early 1990s, or comparison of Net income before
taxes (line 10) with Profit contribution (line 15) in Exhibit 3, suggests a
marginal rate of about 35%. A fundamental principle is that the discount
rate employed should reflect the risk of the cash flows discounted.
Here the cash flows are interest payments to creditors, which are quite
predictable. So a plausible discount rate is the borrowing rate on the
debt, or 14.8%. Somewhat higher rates could also be justified. (This
rate is higher than my all-equity cost of capital, but remember that
costs of capital are after-tax numbers while 14.8% is before tax. For an
explanation of why we want a before tax number when discounting tax
shields see the footnote in A Note on Business Valuation on the class
Web site.) Applying the perpetual growth equation with next years
cash flow equal to $10.2 million (.35x$29 million), a discount rate of
14.8% and a growth rate of 9.8%, yields a present value of tax shields
equal to $41.5 million (10.2/[.148 - .098]). This number is likely too high
for at least two reasons. First, it ignores the partial offset of corporate
borrowing at the level of personal taxes, and more importantly, it
ignores all costs of financial distress due to debt financing. I will
consider these factors in my answer to question 7 below. One might
also consider them here as part of a comprehensive discounted cash
flow valuation. Wherever you consider these factors, you should
consider them somewhere. The case (page 5) mentions $25 million in
other opportunities, saying that both parties had apparently agreed to
this figure. My estimated value of MW Petroleum is thus $555.0 million
($488.5+$41.5+25.0). 6. (10 points.) Describe any real options that
might be embedded in the MW Petroleum acquisition. In qualitative
terms, how might these options, if any, affect the value you calculated
in question 5? Important real options are embedded in this investment.
Acquiring MW Petroleum gives Apache the right but not the obligation
to develop three categories of reserves: the proved undeveloped, the
probable, and the possible reserves. For each of these categories, the
case notes (pages 4-5) that significant expenditures are required for
further study, engineering, and development, and that such
the numerical analysis. Candidates include the fact that the case cash
flows appear not to include Apaches superior cost structure as well as
failure to include distress costs and the offset created by personal
taxes in estimating the value of interest tax shields. The answer should
also reflect some kind of negotiating strategy in picking an opening bid.
My bidding strategy would be to work jointly with Amoco to refine the
cash flow projections contained in the case, possibly pushing for more
conservative price projections and reserve estimates if my independent
sources of information could justify them. However, I would accept
Amocos estimates of operating costs, hoping not to reveal
improvements Apache could achieve. My opening bid would be the
resulting DCF estimate of MWs all-equity value. Using my existing
figures, this would be $513.5 million. I would be willing to raise my bid
to include about half of the value of the interest tax shields and half of
the savings I expected to reap from Apaches more efficient operations.
This would probably put my walk-away bid somewhere in the range of
$575 - $600 million.
Mw Petroleum Case
MW Petroleum Corporation
Situation Overview: Amoco Corporation conducted an extensive review
of its cost structure and profitability, leading to major restructurings to
better focus on its core businesses. The result of this was a divestment
of the middle section of its assets along the marginal curve. Thus,
creating MW Petroleum Corporation a new, free-standing exploration
and production oil and gas company. MW was offered to a number of
targeted international petroleum concerns, but the most attractive offer
came from Apache Corporation. In late 1990, the group of Amoco
Corporation and Apache Corporation began talking in regards to the
possible acquisition of MW Petroleum Corporation from Amoco to
Apache. If the acquisition pushes through, it will provide Apache a
great opportunity as well as becoming one of the largest acquisitions
since MWs size is two times larger compared to Apaches current
operation. Nonetheless, Apache must first carefully evaluate MWs
value to come up with a proposal that would be attractive for Amoco
and profitable for Apache as well. The following paragraphs will discuss
the latter.
1. In the lights of low oil and gas price in the market, big companies,
such as Amoco seek to restructure in order to increase profitability.
Amocos plans are to reduce its capital and exploration that are not
generating significant returns or the company not having advantage
with the returns. The intention of the company is to review its assets
with an eye toward selling unprofitable properties or business lines
that do not meet its objectives. Doing so, will allow Amoco to improve
their operating efficiency. Apache Corporations strategy is rationalize
and reconfigure by acquiring inefficient assets and turning them
around via cross cutting. The turnover assets can be retained or sold to
other buyers. With such efforts, Apache is attempting to improve their
oil-gas ratio to hedge against the high volatility of gas prices. Apache
also wants to be more geographically diversified and acquiring new
assets, such as MW, enables the company to do that.
Using the same method, we can calculate the option for probable
reserves as 42.76 and 30.3. All these numbers plus the assets-in-place
value give the total value of the company, 553.5 million.
Note, that for the option value calculation, we also assumed that the
average lease for the reserve is 6 years (the median value of the 5-7
years range for the company to exercise the rights to exploit).
5. Assuming a sale goes through, Apache should exercise their option
before the expiration of the option. In theory, the option will have the
highest worth at the expiration day. However, in the case of MW
Petroleum, they should exercise the option before it is matured. MW
Petroleum has even a bigger size than Apache. By making the
transaction, Apache will be heavily leveraged to fund the acquisition.
For the company itself, exercising the option can provide additional
revenue stream and eventually more cash flow to cover high interest
payments. To the lending banks, they will lend according to the value of
the proved reserves. This creates some incentives for Apache to take
on the option and discover more proved reserves to have a better
lending environment and liquidity. Furthermore, when the new
operation gets launched and, assuming properly managed by Apache,
the company can have the flexibility to either sell the operation to
another buyer to pay down debt or obtain it for future cash flow.
Mw Petroleum
Company Name: MW Petroleum
Amoco Corporation was the fifth largest oil company in United States
with 28 billion in operating revenues and 1.9 billion in net income. The
low oil prices in the 1980s depressed the profitability of many oil
companies and most of which responded with downsizing and other
cost cutting measures aimed at overhead expenses. Amoco had
already sold more than 750 million worth of small properties, which it
felt could be more economically operated by companies with low
overhead costs. Amoco conducted an extensive study on capital
structure and profitability in 1988 and found that 85% of its margin in
United States was provided by 11% of its producing fields and rest had
disproportionately high overhead costs and repair costs. Based on this
a strategy was formed to divest up to 1.2 billion worth of additional
properties.
As the spinoff could take almost two years it was decided to assemble
the properties in a new free standing E&P company called MW
Petroleum. In the 1990s MW was up for sale and Apache expressed
interest in the deal. Apache, a Denver based operator of smallmedium sized properties was an efficient and cost effective company
and the business strategy was to rationalize and reconfigure. The
strategy involved acquiring and controlling producing properties, and
quickly turn around the efficiency.
Apache was specifically interested in MW as it was a large company
that would more than double Apaches reserves and was comprised of
properties well suited for its operating capabilities. More over adding
MW would reconfigure Apaches Oil-Gas ratio from 20-80 to 40-60,
which was highly desirable for Apache, due to volatile gas prices. Also
MWs properties would further diversify Apaches operation
geographically. Hence MW properties were more valuable to Apache
than Amoco. Apaches expertise in controlling overhead costs could
make the difference.
Discounted Cash Flow Evaluation of MW Reserves & APV