Mergers, acquisitions, and other restructuring activities : an integrated approach to process, tools, cases, and solutions / Donald M. DePamphilis, Ph. D.

Format:

Book

Author/Creator:

DePamphilis, Donald M., author.

Series:

Mergers, acquisitions, and other restructuring activities : an integrated approach to process, tools, cases, and solutions.

Language:

English

Subjects (All):

Organizational change--United States--Management.

Organizational change.

Consolidation and merger of corporations--United States--Management.

Consolidation and merger of corporations.

Corporate reorganizations--United States--Management.

Corporate reorganizations.

Physical Description:

1 online resource (xxiv, 758 p.) : ill.

Edition:

Eighth edition.

Place of Publication:

Amsterdam : Elsevier, [2015]

Summary:

Mergers, Acquisitions, and Other Restructuring Activities is unique in that it is the most current, comprehensive, and cutting-edge text on M&A and corporate restructuring available. It is current in that it includes many of the most up-to-date and notable deals (e.g., Facebook’s takeover of WhatsApp, the Dell privatization, and Verizon’s mega buyout of Vodafone’s share of Verizon Wireless), precedent setting judicial decisions (e.g., efforts to overturn defenses at Airgas and Sotheby’s), new regulations (e.g., expediting backend mergers), trends (e.g., increasing role of activist investors in takeovers), and new tactics (e.g., two-tiered poison pill) employed in M&As. Most integrative case studies are new for this edition and involve transactions that have been announced or completed since 2013. It is comprehensive in that nearly all aspects of M&As and corporate restructuring are explored. It is cutting edge in that conclusions and insights are anchored by the most recent academic research, with references to more than 200 empirical studies published in leading peer-reviewed journals just since 2012. And the substantially updated content is illustrated with numerous practical exhibits, case studies involving diverse transactions, easy-to-understand numerical examples, and hundreds of discussion questions and practice exercises.

Contents:

Part I. The mergers and acquisitions environment. Introduction to mergers, acquisitions, and other restructuring activities. Inside mergers and acquisitions : PC maker Lenovo moves to diversify its core business

Chapter overview

Why M & As happen

Historical developments in M & As

Understanding corporate restructuring activities

Alternative takeover strategies

The role of holding companies in M & As

The role of employee stock ownership plans (ESOPs) in M & As

Business alliances alternatives to M & As

Participants in the M & A process

The implications of M & As for shareholders, bondholders, and society

Some things to remember

Chapter discussion questions

Case study : Microsoft acquires Nokia

Additional case study recommendations ; The regulatory environment. Inside mergers and acquisitions : gaining regulatory approval often requires concessions by merger partners; Chapter overview

Understanding federal securities laws

Understanding antitrust legislation

The implications for M & A of the Dodd-Frank Wall Street reform and Consumer Protection Act

State regulations affecting M & As

Restrictions on direct foreign investment in the United States

The U.S. Foreign Corrupt Practices Act

Fair disclosure (regulation FD)

Specific industry regulations

Environmental laws

Labor and benefit laws

Cross-border transactions

Case study : regulators approve merger

Additional case study recommendations ; The corporate takeover market. Inside mergers and acquisitions : Clothiers Men's Warehouse and Jos. A. Bank reach agreement after lengthy battle

Corporate governance

Understanding alternative takeover tactics

Other tactical considerations

Developing a bidding strategy

Activist investors : gaining influence without control

Understanding alternative takeover defenses

The impact of takeover defenses on shareholder value

Case study : Dell goes private

Additional case study recommendations

pt. II. The mergers and acquisitions process : phases 1

10. Planning : developing business and acquisition plans. Inside mergers and acquisitions : consolidation in the supermarket industry

The role of planning in M & As

The merger and acquisition process

Phase 1 : building the business plan

The business plan as a communication document

Phase 2 : building the merger

acquisition implementation plan

Case study : Facebook buys Whatsapp

Additional case study recommendations ; Implementation : search through closing. Inside M & A : when patience pays

Signet Jewelers to buy Zales

Phase 3 : the search process

Phase 4 : the screening process

Phase 5 : first contact

Phase 6 : negotiation

Phase 7 : developing the integration plan

Phase 8 : closing

Phase 9 : implementing postclosing integration

Phase 10 : conducting a postclosing evaluation

Case study : Google's foray into device makers

Additional case study recommendations ; Postclosing integration. Inside mergers and acquisitions : the chllenges of airline integration

The role of integration in successful M & As

Integration is a process, not an event

Integrating business alliances

Integrating family owned firms

Case study : has Procter & Gamble fully recovered

Additional case study recommendations.

Part III. Mergers and acquisitions valuation and modeling. Mergers and acquisitions cash flow valuation basics. Inside M & A : valuation methodologies, fairness opinions, and Verizon's buyout of Vodafone's share of Verizon Wireless

Estimating required financial returns

Risk assessment

Calculating free cash flows

Applying discounted cash flow methods

Using the enterprise method to estimate enquiry value

Valuing nonoperating assets

Putting it all together

Practice problems and answers

Case study : Hewlett-Packard outbids Dell

Additional case study recommendations ; Relative, asset-orientation, and real option valuation basics. Insider mergers and acquisitions : China's CNOOC acquires Canadian oil and gas producer Nexen Inc.

Relative valuation methods

Asset-oriented methods

The weighted average valuation methods

Adjusting valuation estimates for purchase price premiums

Real options analysis

Determining when to use the different approaches to valuation

Case study : valuing the Twitter IPO

Additional case study ; Financial modeling basics. Insider mergers and acquisitions : the role of financial models in executive decision making

What is financial modeling?

Financial modeling data requirements

Common financial model linkages

Key steps in the valuation process

Model balancing mechanism

Data sources

Managing the model

Case study : life technologies undertakes a strategic review

Additional case study recommendations ; Analysis and valuation of privately held firms. Inside M & A : privately owned La Boulange Cafe & Bakery goes nationwide

What are privately held companies?

Governance issues

Challenges of valuing privately held companies

Process for valuing privately held businesses

Step 1 : adjusting financial statements

Step 2 : applying valuation methodologies to privately held companies

Step 3 : developing discount rates

Step 4 : applying control premiums, liquidity, and minority discounts

Reverse mergers

Using leveraged ESOPs to buy private companies

Empirical studies of shareholder returns

Case study : STK steakhouse chain goes public

pt. IV. Deal structuring and financing strategies. Structuring the deal. Insider mergers and acquisitions : illustrating bidding strategies

Apollo's takeover of CEC Entertainment

The deal structuring process

Form of acquisition vehicle and postclosing organization

Legal form of the selling entry

Form of payment

Managing risk and reaching consensus on purchase price

Constructing collar arrangements

Form of acquisition

Case study : T-Mobile and MetroPCS complete merger

Additional case study recommendations ; Structuring the deal. Inside M & A : Johnson & Johnson uses financial engineering to acquire Synthes Corporation

Alternative tax structures

Taxable transactions

Tax-free transactions

Other tax considerations affecting corporate restructuring

Financial reporting of business combinations

Impact of purchase accounting on business combinations

Recapitalization ("recap") accounting

Case study : Softbank places a big bet

Additional case study recommendations ; Financing the deal. Inside M & A : Verizon finances its $130 billion buyout of Vodafone's stake in Verizon Wireless

How are M7A transactions commonly financed?

What is the role of private equity, hedge, and venture capital funds in deal financing?

LBOs as financing strategies

What factors are critical to successful LBOs?

How do LBOs create value?

Common LBO deal and capital structures

Case study : Berkshire Hathaway and 3G buy Heinz

Additional case study recommendations ; Applying financial models. Insider mergers and acquisitions : Comcast bids for Time Warner Cable

evaluating proposals and counterproposals

Understanding and applying M & A financial models

M & A models : stock purchases

M & A model : asset purchase

Quantifying synergy

Things to remember

Case study : Thermo Fisher acquires life technologies

Appendix A : debt repayment schedule, convertible securities, interest rates, and betas

pt. V. Alternative business and restructuring strategies. Business alliances. Inside mergers and acquisitions : Coke moves from the vending machine into the "in-home" market

Motivations for business alliances

What makes business alliances successful?

Alternative legal forms of business alliances

Strategic and operational plans

Resolving business alliance deal structuring issues

Empirical findings

Case study : Comcast completes the takeover of NBCUniversal

Additional case study recommendations ; Alternative exit and restructuring strategies. Inside M & A : General Electric downsizes its financial services unit

Why do firms exit businesses?

Divestitures

Spin-offs and split-ups

Tracking, targeted, and letter stocks

Comparing alternative exit and restructuring strategies

choosing among divestiture, carve-out, and spin-off restructuring strategies

Determinants of returns to shareholders resulting from restructuring strategies

Case study : anatomy of a spin-off

Additional case study recommendations ; Alternative exit and restructuring strategies. Inside M & A : American Airlines emerges from the protection of bankruptcy court

Business failure

Voluntary settlements outside of bankruptcy

Reorganization and liquidation in bankruptcy

Alternative options for failing firms

The increasing role of hedge funds in the bankruptcy process

Failing firms and systemic risk

Predicting corporate default and bankruptcy

Empirical studies of financial distress

Case study : Hostess Brands liquidates in bankruptcy

Additional case study recommendations ; Cross-border mergers and acquisitions. Insider mergers and acquisitions : European mobile phone and cable industry shows signs of consolidation

Globally integrated markets versus segmented capital markets

Motives for international expansion

Common international market entry strategies

Structuring cross-border deals

Financing cross-border deals

Planning and implementing cross-border transactions in emerging countries

How are cross-border transactions valued?

Empirical studies of cross-border transactions

Case study : Actavis buys Forest Labs

Additional case study : recommendations.

Notes:

Includes bibliographical references (pages 693-722) and index.

Description based on print version record.

ISBN:

0-12-802453-4

0-12-801390-7

OCLC:

1066583351