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
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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.
On cost alone, most buyers would use cash first, then debt, then stock. But cost isn't the only thing that matters. To compare cost, I look at what each one does to earnings after tax. Cash costs the interest the buyer stops earning on it. Debt costs the interest on the new borrowing. Stock costs the earnings the buyer gives away to new shareholders, which is its earnings yield, the inverse of its P/E. Say the tax rate is 25%. Cash earning 4% costs 3% after tax. Debt at 6% costs 4.5% after tax. A buyer trading at 20 times earnings has an earnings yield of 5%. So cash is cheapest, then debt, then stock. Then the things that aren't cost. Cash is limited by what's on the balance sheet, and the buyer needs to keep some to run the business. Debt is limited by how much the buyer can borrow without hurting its credit rating. Stock has no balance sheet limit, but it dilutes existing owners, can shift control and may need a shareholder vote. So my answer is cash first if the buyer has it, debt up to a comfortable level, and stock for a deal too big for either.
On cost alone, most buyers would use cash first, then debt, then stock. But cost isn't the only thing that matters. To compare cost, I look at what each one does to earnings after tax. Cash costs the interest the buyer stops earning on it. Debt costs the interest on the new borrowing. Stock costs the earnings the buyer gives away to new shareholders, which is its earnings yield, the inverse of its P/E. Say the tax rate is 25%. Cash earning 4% costs 3% after tax. Debt at 6% costs 4.5% after tax. A buyer trading at 20 times earnings has an earnings yield of 5%. So cash is cheapest, then debt, then stock. That order can flip. A buyer at 40 times earnings has a yield of 2.5%, so its stock looks cheapest in EPS terms. Then the things that aren't cost. Cash is limited by what's on the balance sheet, and the buyer needs to keep some to run the business. Debt is limited by how much the buyer can borrow without hurting its credit rating. Stock has no balance sheet limit, but it dilutes existing owners, can shift control and may need a shareholder vote. Stock also shares risk. The seller's shareholders end up owning part of the combined company, so if the deal disappoints they take some of the loss. With cash, the buyer keeps all the upside and all the risk. For the seller, cash is certain, while a stock offer's value can fall before closing. One caveat. Earnings yield is the EPS cost of stock, not its true cost. Shareholders expect a return well above 5%, so stock isn't cheap just because the EPS math works. So my answer is cash first if the buyer has it, debt up to a comfortable level, and stock for a deal too big for either or when the buyer wants the seller to share the risk.
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.
More finance technicals
- Walk me through a sell-side M&A process.
- Why would one company want to acquire another?
- How do you tell whether an acquisition is accretive or dilutive?
- Walk me through a merger model.
- What are synergies, and which kind would you trust more?
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