Capital Structure 101 for Techies: Why the Bear Sterns Equity Value is Meaningless to Compare to

JP Morgan is buying Bear Sterns for just about the same price as Meebo got valued at, right?

Buzz!!   Wrong.

JP Morgan is buying the EQUITY of Bear Sterns for just about the same price as Meebo's equity.

There's a big difference...  one that at least a few tech writers don't get.  While it makes a good headline to compare the two, it doesn't make the least bit of sense.

In the startup world, we mostly deal with companies that have no debt, so equity value and company (asset) value are usually pretty much the same.

But when you're talking Bear Sterns, there are hundreds of millions of dollars sitting on top of your equity, and that debt comes first in line when it comes to liquidation of the company.

finance 101

So if you're sitting there going, "Jeez... Bear has a billion dollar building... that's a steal!" than think again.  If it actually came down to liquidating buildings, all those debt holders would get paid back before the equity holders saw dime one.

So, if you really wanted to buy the company outright for the assets, you'd have to buy out not just the equity, but the debt as well, and those two combined equal the company's market cap.  As of yesterday, Bear's cap was sitting at around $580 million.  Add to that the value of all it's debt (which gives you the "Enterprise Value", which was at $300+ million as of some recent filings, you've got a company whose assets are worth a lot more than $250 million--but still a far cry from where it was.

But wait, so what does that mean if you own all the equity, but not the debt?  That means you get voting control of the company, but if there aren't enough assets on the books to cover the debt holders, you'll lose it and your equity can be worth squat.

So, you could have a company whose assets are worth billions of dollars, but whose equity is worth zero because there's also billions of debt on the books. 

That's what some distressed debt investors do... they buy debt with the hopes that the company will go bankrupt, and they'll essentially be left with the rights to the assets. 

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