Kohler Terminal Value

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| 2010|
| Team “Terminal Value” [Kohler - BuSINESS DECISION]| FIN 553 Spring Term 2010|

Executive Summary

Both approaches (used to come up with the value of the Kohler Company) are greatly impacted by the assumptions made by both the company and the dissenting shareholders.

The use of the Market approach has shown that the value of the company varies greatly depending on the comparable companies. If Masco (which is the largest comparable company) is included, the value goes to nearly $3.7 B and excluding it causes the value to go down to $1.2 B. Moreover, depending of the discount for lack of liquidity and control, the value of the company could decrease considerably. Then, in the market approach there are two variables that affect the value of the company; comparable peers and the discount for lack of liquidity and control.

In the Free Cash Flow (FCF) approach, the two variables that makes the value diverge is the Beta and the discount (liquidity and control) used. In this specific scenario the Beta impacts the WACC considerably due to the high weight of the cost of equity. For example, a difference of 4 points in the WACC raises the value of the company more than 150% [Table 7].

It is interesting to see that in order to arrive at Kohler’s initial valuation of $58K per share; a 65% discount is needed in both valuation approaches. Also, Masco’s exclusion is required under the Market approach while the high Beta is required under the FCC approach. The factor created by the division of standard deviations of industry peers and the deviations from different markets increases or decreases Beta considerably. (More details about this factor are discussed later in the paper.) Conversely, according to the dissenting shareholders, in order to arrive at $273K per share a 0 % discount and the inclusion of Masco and low Beta is needed.

In the settlement, Kohler may use two simple methods to resolve the claim. The first would be a Weight Adjusted Value method, which consists of taking the weighted average of the proposed settlement values times the confidence level. The second method is to calculate the book value of the company using the formula (Assets- Liabilities)/ # of shares (Intangibles are not excluded). The results of these two methods indicate that The Kohler Company should be indifferent between going to trial and settling for $120K per share.

Finally, the suggested settlement price should be adjusted to reflect the possibility of an increased tax liability Kohler may have with the IRS. Using a weighted average, the new settlement price is around $150K per share.

Company Overview
Kohler is a recognized international manufacturer of plumbing products, home furnishings, generators and engines. It also owns and operates hospitality and real estate Businesses. Kohler has been a private company, predominantly owned by the Kohler family since its founding in 1887. Market Approach

Because Kohler is privately held the market value needs to be ascertained by the implied value determined by using a multiples approach based on the trading value of Kohler’s comparable industry peers. Table 1 shows the relevant multiples for Kohler’s peer group. Depending on what multiples are used to value Kohler the estimation varies considerably. Table 2 demonstrates the range of these values. If Masco, with it’s generally high multiples, is excluded from the analysis the valuation would be roughly $1.2B. On the other extreme if Kohler’s value is based on Masco’s benchmark, the value leaps to nearly $3.7B. A strict average of the peer group would yield a value of $1.6B. Our best guess of value is closer to $2B based on the peer average being averaged with Masco’s profitability multiples as we feel that the fundamentals of Kohler and Masco are closely matched. These estimates do not include any discounts for the lack of liquidity or control that the shares are characterized by. Table 3 shows the value per...
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