“As an ECM analyst, you are advising a private equity sponsor that wants to sell its entire 22% stake in a listed European industrials company. Compare a fully marketed secondary offering, an accelerated bookbuild and a bought-deal block trade on speed, discount and net proceeds, and work out which route fits which type of seller.”
As an ECM analyst, you are advising a private equity sponsor that wants to sell its entire 22% stake in a listed European industrials company. Compare a fully marketed secondary offering, an accelerated bookbuild and a bought-deal block trade on speed, discount and net proceeds, and work out which route fits which type of seller.
Task: Establish what each execution route actually costs the seller once the placement discount and the underwriting fee are taken together, and set that cost against how much market risk the seller keeps and how long the sale takes.
The sponsor's syndicate banks have quoted the following indicative terms for the three execution routes.
| Line Item | Value |
|---|---|
| Shares outstanding | 200.0m |
| Current share price (last close) | €45.00 |
| Sponsor stake | 22.0% (0.22) |
| 3-month average daily trading volume (ADV) | 0.8m shares |
| Fully marketed secondary — discount to last close | 3.0% (0.03) |
| Fully marketed secondary — underwriting fee | 2.75% (0.0275) |
| Fully marketed secondary — time to completion | 4 weeks |
| Accelerated bookbuild — discount to last close | 5.0% (0.05) |
| Accelerated bookbuild — underwriting fee | 1.25% (0.0125) |
| Accelerated bookbuild — time to completion | Overnight |
| Bought-deal block trade — discount to last close | 8.0% (0.08) |
| Bought-deal block trade — underwriting fee | 0.00% (0.00) |
| Bought-deal block trade — time to completion | Same evening, price fixed at signing |
Shares Sold = Shares Outstanding × Sponsor Stake %
Market Value of Stake = Shares Sold × Current Share Price
Using these formulas, compute the number of shares to be placed and what that stake is worth at the last close.
Placement Price = Current Share Price × (1 − Discount to Last Close)
Using this formula, compute the placement price for each of the three routes.
Gross Proceeds = Shares Sold × Placement Price
Using this formula, compute gross proceeds for each of the three routes.
Net Proceeds = Gross Proceeds × (1 − Underwriting Fee)
Using this formula, compute what the sponsor actually receives under each of the three routes.
All-In Cost = (Market Value of Stake − Net Proceeds) / Market Value of Stake
Using this formula, express the total leakage of each route as a percentage of the stake's value at the last close, so that the discount and the fee are compared on one number.
ADV Multiple = Shares Sold / Average Daily Trading Volume
Days to Sell in the Open Market = Shares Sold / (Average Daily Trading Volume × Maximum Daily Participation)
Assume:
Using these inputs, compute the ADV multiple of the stake and how long a drip-feed sale into the open market would take.
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