accretion-dilution-testerlisted

# Accretion / Dilution Tester ## Purpose Produce an accretion/dilution analysis that holds up under board, sell-side analyst, and rating-agency scrutiny — built from a defensible sources-and-uses, the right financing mix at market rates, realistic synergy timing, and a tax model that reflects actual deal mechanics. The output is not a single accretion number. It is a sensitivity table that shows the path from "what we believe" to "what would have to be true" — and a written paragraph on where the deal lives within that sensitivity. ## Governing Principle **Synergies decide the deal. Financing decides the day-one math. Neither is what's in the IC deck — the IC deck shows the punchline.** A weak accretion analysis lets the headline accretion number do the work and hides the synergies, the financing assumptions, and the share count mechanics that produced it. A strong analysis shows all three transparently and lets the reader see what the deal really requires. ## The Five Mechanics That Move Accretion Every accretion model is the interaction of five mechanics. Get any one of them wrong and the answer is wrong. 1. **Purchase price and structure** — equity value paid, consideration mix (cash / stock / mixed) 2. **Financing mix** — new debt, cash on hand, stock issuance — each with its own after-tax cost 3. **Synergies and dis-synergies** — type, magnitude, timing, phasing 4. **Tax** — cash tax rate, NOL utilization, tax shield from new debt, deductibility of intangibles 5