Mergers, Acquisitions, and Other Restructuring Activities by DePamphilis, Donald -- Read -- Imperial Library of Trantor

Index

Cover Image Content Title Front matter Copyright Dedication List of Business Case Studies Preface Acknowledgments About the Author PART I. The Mergers and Acquisitions Environment

Introduction Chapter 1. Introduction to Mergers and Acquisitions

Inside M&A: dell moves into information technology services Chapter overview Mergers and Acquisitions as Change Agents Why Mergers and Acquisitions Happen Merger and acquisition waves Why It Is Important to Anticipate Merger Waves Alternative forms of corporate restructuring Friendly versus hostile takeovers The role of holding companies in mergers and acquisitions The role of employee stock ownership plans in M&As Business Alliances as Alternatives to Mergers and Acquisitions Participants in the Mergers and Acquisitions Process Alternative investors and lenders Activist Investors and M&A Arbitrageurs Do M&As pay off for shareholders, bondholders, and society? Why some M&As fail to meet expectations Long-term performance Some things to remember Chapter business cases

Chapter 2. Regulatory Considerations

Inside M&A: The limitations of regulation and the lehman brothers meltdown Chapter overview Federal securities laws Antitrust laws Dodd-frank wall street reform and consumer protection act State Regulations Affecting Mergers and Acquisitions National Security-Related Restrictions on Direct Foreign Investment in the United States The U.S. foreign corrupt practices act Fair disclosure (regulation FD) Regulated Industries Environmental laws Labor and benefit laws Cross-border transactions Some Things to Remember Chapter Business Cases

Chapter 3. The Corporate Takeover Market

Inside M&A: kraft sweetens its offer to overcome cadbury's resistance Chapter overview Alternative models of corporate governance Factors that affect corporate governance Alternative takeover tactics in the corporate takeover market What makes the aggressive approach successful? Other tactical considerations Developing a bidding or takeover strategy Alternative takeover defenses in the corporate takeover market The impact of takeover defenses on shareholder and bondholder value Some things to remember Chapter business cases

PART II. The Mergers and Acquisitions Process: Phases 1 through 10

Introduction Chapter 4. Planning: Developing Business and Acquisition Plans

Inside M&A: Nokia's Gamble to Dominate the Smartphone Market Falters Chapter Overview A Planning-Based Approach to M&As Phase 1: Building the Business Plan The Business Plan as a Communication Document Phase 2: Building the Merger–Acquisition Implementation Plan Some Things to Remember Chapter Business Cases

Chapter 5. Implementation: Search through Closing

Inside M&A: bank of america acquires merrill lynch Chapter overview 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 Some things to remember Chapter business cases

Chapter 6. Integration

Inside M&A: general electric's water business fails to meet expectations Chapter overview The role of integration in successful M&As Viewing integration as a process Integrating business alliances Some things to remember Chapter business cases

PART III. Merger and Acquisition Valuation and Modeling

Introduction Chapter 7. A Primer on Merger and Acquisition Cash-Flow Valuation

Inside M&A: the importance of distinguishing between operating and nonoperating assets Chapter overview Required returns Analyzing risk Calculating free cash flows Applying income or discounted-cash-flow methods Valuing firms subject to multiple growth periods Valuing firms under special situations Using the enterprise method to estimate equity value Valuing nonoperating assets Putting it all together Some things to remember Chapter business cases

Chapter 8. Applying Relative, Asset-Oriented, and Real-Option Valuation Methods to Mergers and Acquisitions

Inside M&A: a real-options perspective on microsoft's dealings with Yahoo! Chapter overview Applying relative-valuation (market-based) methods Applying asset-oriented methods The replacement cost method Valuing the firm using the weighted-average method Analyzing mergers and acquisitions in terms of real options Determining when to use the different approaches to valuation Which valuation methods are actually used in practice Some things to remember Chapter business cases

Chapter 9. Applying Financial Modeling Techniques

Inside M&A: HP buys EDS—the role of financial models in decision making Chapter overview Limitations of financial data The model-building process Using financial models in support of M&A negotiations Alternative applications of M&A financial models Some things to remember Chapter business cases

Chapter 10. Analysis and Valuation of Privately Held Companies

Inside M&A: cashing out of a privately held enterprise Chapter overview Demographics of privately held businesses Governance issues in privately held and family-owned firms 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 (capitalization) rates Step 4: applying control premiums, liquidity, and minority discounts Reverse mergers Using leveraged employee stock ownership plans to buy private companies Empirical studies of shareholder returns Some things to remember Chapter Business Cases

PART IV. Deal-Structuring and Financing Strategies

Introduction Chapter 11. Structuring the Deal

Inside M&A: pfizer acquires wyeth labs despite tight credit markets Chapter overview The deal-structuring process Form of acquisition vehicle and postclosing organization Legal form of the selling entity Form of payment or total consideration Managing risk and closing the gap on price Using collar arrangements to preserve shareholder value Form of acquisition Some things to remember Chapter business cases

Chapter 12. Structuring the Deal

Inside M&A: continued consolidation in the generic pharmaceuticals industry Chapter overview General tax considerations and issues Taxable transactions Tax-free transactions Other tax considerations affecting corporate restructuring Financial reporting of business combinations Impact of purchase accounting on financial statements International accounting standards Recapitalization accounting Some things to remember Chapter business cases

Chapter 13. Financing Transactions

Inside M&A: Kinder Morgan Buyout Raises Ethical Questions Chapter Overview Characterizing Leveraged Buyouts How do LBOS create value? When Do Firms Go Private? Financing Transactions Common Forms of Leveraged Buyout Deal Structures Prebuyout and Postbuyout Shareholder Returns Using DCF Methods to Value Leveraged Buyouts LBO Valuation and Structuring Model Basics Some Things to Remember Chapter Business Cases

PART V. Alternative Business and Restructuring Strategies

Introduction Chapter 14. Joint Ventures, Partnerships, Strategic Alliances, and Licensing

Inside M&A: microsoft partners with yahoo! —an alternative to takeover? Chapter overview Motivations for business alliances Critical success factors for business alliances Alternative legal forms of business alliances Strategic and operational plans Resolving business alliance deal-structuring issues Empirical findings Some things to remember Chapter business cases

Chapter 15. Alternative Exit and Restructuring Strategies

Inside M&A: Bristol-Myers Squibb Splits off the Rest of Mead Johnson Chapter Overview Commonly Stated Motives for Exiting Businesses Divestitures Spin-Offs Equity Carve-Outs Split-Offs and Split-Ups Tracking, Targeted, and Letter Stocks Voluntary Liquidations (Bust-Ups) 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 Some Things to Remember Chapter Business Cases

Chapter 16. Alternative Exit and Restructuring Strategies

Inside M&A: calpine emerges from the protection of bankruptcy court Chapter overview Business failure Voluntary settlements with creditors outside of bankruptcy Reorganization and liquidation in bankruptcy Analyzing strategic options for failing firms Failing firms and systemic risk Predicting corporate default and bankruptcy Valuing distressed businesses Empirical studies of financial distress Some things to remember Chapter business cases

Chapter 17. Cross-Border Mergers and Acquisitions

Inside M&A: inbev buys an american icon for $52 billion Chapter overview Distinguishing between developed and emerging economies Globally integrated versus segmented capital markets Motives for international expansion Common international market entry strategies Structuring cross-border transactions Financing cross-border transactions Planning and implementing cross-border transactions in emerging countries Valuing cross-border transactions Empirical studies of financial returns to international diversification Some things to remember Chapter business cases

Glossary Index

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