Is the SEC form S/4 the best way to research multiples that public companies pay for their acquisitions? For example, I am doing some research on recent acquisitions made by NUAN. In its most recent S/4, its lists the financial statments of some of its acquisitions which could be used to calculate P/B, P/S, etc. But it does not display the financials for all of the acquisitions it has made. Why is this? I would appreciate your thoughts.
I know! I know! Cuz those acquisitions they don’t show make the one they did look REALLY STUPID!
If it made acquisitions of private companies, then it need not disclose the financials if they weren’t previously filed with the SEC. You might have a better chance finding some of the information on Capital IQ because they look at a bunch of sources in addition to the SEC filings, but sometimes you just won’t be able to find out what multiple the company paid for private targets because the information isn’t out there.
Yeah I was going to suggest the CIQ Reports myself, pretty good source of information there Numi. Willy
Numi - that is incorrect An SEC registrant must include financial statements of its ‘significant’ acquisitions regardless of if the company acquired is public or private.
Actually, no, you are incorrect. I’m not sure how many acquisitions you’ve executed or covered, but public companies do not have to file an S-4 for the acquisition of private targets. Private acquisitions just need to clear Hart-Scott-Rodino antitrust regulations. If the acquisition is significantly material, then the buyer can disclose in an 10-K or 10-Q, but they are otherwise not required to provide financial data for private acquisitions.
Yes I was referring to its disclosures in the 10-K. The buyer must disclose financial information in the 10-K if acquisition (or group of acquisitions) are significant.
I assume you don’t work in the industry, because material information like acquisitions are first disclosed to the public in an 8-K, well before they are printed in the 10-K. Also, “financial information” is a very broad term and one that you appear to misuse. What the author specifically asked for was the financial statements, which are not required to be disclosed if the target is private.
My experience is limited to the sale of my business to a private company that had SEC registered debt. The financial statements were included in that Company’s 10-K. Good point about the 8-K, included was, in my opinion, some very useful pro forma financial information (this is how it was termed) including adjusted EBITDA for the LTM which was the basis of the purchase price.
How come GoVols didn’t post on the Louisville thread? hahahahahahahahahahhahahahhahhahahaha Good thing I find myself amusing.