Would a buyer rather pay for an acquisition with cash, debt or stock?

On cost, cash usually comes first, then debt, then stock. At 25% tax, cash earning 4% costs 3%, debt at 6% costs 4.5%, and stock at 20x earnings costs its 5% earnings yield. At 40x, stock costs 2.5%. Stock dilutes but shares risk.

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Example answer

50/100

On cost alone, most buyers would use cash first, then debt, then stock. Cash is cheap because it isn't earning much. Debt is next because the interest is tax-deductible. Stock is usually the most expensive because it dilutes shareholders. Then the things that aren't cost. Cash is limited by what's on the balance sheet. Debt is limited by how much the buyer can borrow. Stock has no balance sheet limit, but it dilutes existing owners. So it depends on the situation.

What holds it back

The ranking is the usual one, but nothing measures it. "Cheap" and "expensive" have no rates behind them, and "it depends on the situation" leaves the interviewer without an answer.

The numbers, step by step

The after-tax cost of each form of payment at a 25% tax rate, with cash earning 4%, debt at 6% and the buyer at 20 times earnings.

After-tax cost of cash4% × (1 − 25%)
3%
After-tax cost of debt6% × (1 − 25%)
4.5%
Cost of stock (earnings yield) at 20× P/E1 ÷ 20
5%
Cost of stock (earnings yield) at 40× P/E1 ÷ 40
2.5%

What the interviewer listens for

  • Do you give a ranking instead of "it depends"?
  • Do you compare the three on the same after-tax basis?
  • Do you know the cost of stock in EPS terms is the earnings yield?
  • Do you cover limits, control and risk, not just cost?
  • Do you see when stock becomes the better choice?

Common mistakes

  • Calling cash free.The buyer gives up the interest it was earning, and that lost income lowers pro forma earnings.
  • Comparing pre-tax debt cost with an earnings yield.Interest is deductible and earnings are after tax, so tax the interest first.
  • Saying stock is always the most expensive.For a buyer with a high P/E, the earnings yield can be below the after-tax cost of debt.
  • Answering only on cost.Balance sheet capacity, control, and who carries the risk if the deal disappoints often decide the mix.

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