Banks post the 2008 financial crisis, have been priced
primarily upon a book or tangible book basis instead of the pre crisis earnings
basis Metrics.
This was largely due to a lack of earnings and uncertainty over asset quality.
A common pricing metric used is P/B (price-to-book) =ROE-growth (g)/Ke (cost of
equity)-g.
Asset quality and earnings issues have been largely resolved
as banks have recovered. Thus, Price-Earnings (P/E) ratios have returned. Some
mistakenly believe that using P/Es will lead to higher M&A pricing than P/B ratios. Higher pricing may
occur, but not because of a switch in pricing metrics. The higher pricing
reflects improved fundamentals.
A bank is worth what someone will pay for it. What someone
will pay for it is driven by the underlying fundamentals-how much cash is
produced, for what period of time and how sure we are about our estimates. The
different metrics-P/E and P/B must be equivalent just like an inch must be 25mm
(rounding error excepted). Consider:
1)
P/B= ROE-g/Ke-g
2)
P/E=P/B divided by ROE
Thus, for a bank with a 12% ROE, 2% growth and 10% Ke the
P/B is 1.25X and its P/E is 1.25/12% is 10.4X. An improving bank with a 15% ROE,
3% growth and 10Ke will generate a P/B of 1.7X and a P/E of 11.3X.Of course
there can be divergences of opinion regarding future operating performance
especially concerning expected synergies. Nonetheless, large differences need
to be reconciled against more detailed discounted cash flow analysis.
For me, the biggest issues in bank M&A pricing is not
P/B or P/E, but rather the premium over the pre-bid target trading price.
Premiums less than 20% have a much greater chance of adding value for the
buyer’s shareholders than those exceeding 40%. If you over pay relative to the
cash flow acquired, regardless if expressed in P/E or P/B terms, your
shareholders lose.
Ralph and I are on our way to Amsterdam to hold our annual
acquisition financing class. Thus, posts next week may be suspended. I always
learn something new from the interchange with the attendees, and will share
those insights with you.
I hope everyone had a great Thanksgiving Day holiday. As
usual, I over ate and watched too much football.
J
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