As shown in Exhibit A, the revenues for USG were projected to be $2. 1 billion in 1988. Revenues were then projected to grow at 4% to 7% for the next four years from 1989 to 1992. Revenues for the terminal year were projected to grow at 4. 5% to $2. 7 billion, largely based on inflation as well as with consistent growth rate. EBITDA for 1988 was projected to be $396 million, versus the actual of $531 for 1987. The significant drop in EBITDA was attributable to the restructuring expenses, coupled with the decrease in sales. EBITDA would then gradually increase to $617 million in 1992 with EBITDA margin of 24. 2%.
With the same EBITDA margin as 1992, EBITDA for the terminal year was projected to be $645 million. Depreciation and amortization for the projected period were in the range of $71 million to $84 million, and $70 million for the terminal year. The Company would invest between $58 million and $121 million in capital expenditures for the projected period. The terminal year’s capital expenditures were assumed to be at the same level as depreciation, which amounted to $70 million. With a 36% tax rate, the debt-free net income increased from $200 million in 1988 to $349 million in 1992, with $368 million in the terminal year.
Total free cash flow ranged from $248 million to $315 million for the projected period except for 1989 with $785 million primarily due to asset sales realized. As illustrated in Exhibit B, with a risk free rate of 8. 9%, risk free premium of 6. 0% and the beta of 1. 37, the cost of equity for USG was calculated at 17. 2% by using the CAPM equation. The cost of debt was 10. 97% based on the Baa bond rating. Taken into account the 36% tax rate and the debt weighting and equity (market) weighting of 28. 5% and 71. 5%, respectively, the weighted average cost of capital (WACC) was calculated to be 14. 3%.
Based on the WACC of 14. 3% and the long-term growth rate of 4. 5%, the terminal value for USG was $3. 6 billion. By discounting each period’s free cash flow by the WACC of 14. 3%, the sum of the present value of free cash flows for the 5-year period 1988 to 1992 was $1. 3 billion. The present value of the terminal value was $2. 0 billion, also by discounting it by the WACC. As such, the enterprise value for USG was $3. 3 billion ($1. 3 billion + $2. 0 billion). To calculate the stub value, total debt at closing has to be subtracted from the enterprise value. With the total debt at closing as high as $3.1 billion, the stub value was computed at $188 million, or $3. 65 per share.
Therefore, the value per share of the leveraged recapitalization was considered to be approximately $45. 65 ($37 + $5 + $3. 65). However, this value might have been too optimistically represented because the debt on the Company was evidently too high and the $5 of junior subordinated debentures might only be worth $1 to $2 per share while the stub value might be diluted to almost nothing, or worthless. Valuation by Multiples From the information available in the case, the transaction P/E multiples in the building products industry were between 11.6x and 13. 4x, with a median of 12. 8x.
Multiplying USG’s projected 1988 EPS of $3. 46 by the median P/E multiple of 12. 8x gave a $44. 29 value per share. The trading P/E multiples in the building products industry were between 10. 4x and 15. 7x, with a median of 11. 6x. Multiplying USG’s projected 1988 EPS of $3. 46 by the median P/E multiple of 11. 6x gave a $40. 14 value per share. Please refer to Exhibit C for more details. It can be concluded that based on the valuation by market multiples (averaging transaction and trading), USG’s value per share was worth approximately $42.22.
Advantages of Leveraged Recapitalization USG’s leveraged capitalization was intended to provide shareholders with a significant distribution of cash and securities and permit them to retain their proportionate long-term equity interest in the Company. As in this case, shareholders would be receiving $37 in cash for each share of common stock, $5 in stated face amount of 16% junior subordinated pay-in-kind debentures, and one share in the newly recapitalized company. The purpose of leveraged capitalization for USG was to defend against the hostile takeover by Desert Partners.
To finance the leveraged recapitalization, USG had to raise approximately $2. 5 billion; a majority of that would be used to pay the shareholders. The substantial increase in leverage would discourage outside bidders. In addition, USG’s leveraged recapitalization represented a continuation for the Company’s long-term decentralization program and an attempt to get each subsidiary to focus on growth opportunities with their specific markets. The Company proposed selling three subsidiaries which was expected to generate $519 million after taxes.
The Company would also discontinue any products and distribution channels that failed to pass certain stricter investment criteria. USG would also reduce capital expenditures by up to $100 million per year and operating expenses by $70 million per year. Another good point of leveraged recapitalization is that it stimulates management to perform well as a company. It alerts the Company to cut costs and improve its overall operations. Since USG would be burden with a large amount of debt, it created pressures for the Company to execute its business model and hit performance targets in order to develop cash flow to service its debt.
Further, as discussed above, relatively large issue of debt is intended to use for the payment of a large cash dividend to non-management shareholders, and for the repurchase of common shares. The end result is an increase in the ownership share of USG’s management. A defensive leverage recapitalization might succeed by returning cash to shareholders that is close to or more than the takeover offer. In the case of USG, we will be discussing and comparing the USG leverage recapitalization value and the Desert Partners offer.