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Mergers, acquisitions and other restructuring activities

Author: DePamphilis, Donald M. Publisher: Academic Press, 2010.Edition: 5th ed.Language: EnglishDescription: 751 p. ; 26 cm.ISBN: 9780123748782Type of document: Book
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Book (short loan) Asia Campus
Textbook Collection
Print HG4028 .M4 D47 2010
(Browse shelf)
900199667
Available 900199667
Book (short loan) Asia Campus
Textbook Collection
Print HG4028 .M4 D47 2010
(Browse shelf)
900199674
Available 900199674
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Mergers, Acquisitions, and Other Restructuring Activities An Integrated Approach to Process, Tools, Cases, and Solutions Contents Preface to the Fifth Edition Acknowledgments About the Author xxix xxxiii xxxv Part I. The Mergers and Acquisitions Environment 1. Introduction to Mergers and Acquisitions (MandAs) Inside MandA: Mars Buys Wrigley in One Sweet Deal Chapter Overview Mergers and Acquisitions as Change Agents Common Motivations for Mergers and Acquisitions Merger and Acquisition 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 Mergers and Acquisitions Business Alliances as Alternatives to Mergers and Acquisitions Participants in the Mergers and Acquisitions Process Do Mergers and Acquisitions Pay Off for Shareholders? Do Mergers and Acquisitions Pay Off for Bondholders? Do Mergers and Acquisitions Pay Off for Society? Commonly Cited Reasons Why Some Mergers and Acquisitions Fail to Meet Expectations Long-Term Performance Similar for Mergers and Acquisitions, Business Alliances, and Solo Ventures Things to Remember Chapter Discussion Questions Chapter Business Cases Procter and Gamble Acquires Competitor The Free Market Process of Creative Destruction: Consolidation in the Telecommunications Industry 2. Regulatory Considerations Inside MandA: Justice Department Approves Maytag/Whirlpool Combination Despite Resulting Increase in Concentration Chapter Overview Federal Securities Laws Antitrust Laws 3 4 5 6 13 18 21 22 22 23 24 30 38 38 39 39 40 41 43 43 44 47 47 48 56 State Regulations Affecting Mergers and Acquisitions National Security--Related Restrictions on Direct Foreign Investment in the United States Foreign Corrupt Practices Act Regulated Industries Environmental Laws Labor and Benefit Laws Cross-Border Transactions Things to Remember Chapter Discussion Questions Chapter Business Cases Global Financial Exchanges Pose Regulatory Challenges GE's Aborted Attempt to Merge with Honeywell 3. The Corporate Takeover Market: Common Takeover Tactics, Antitakeover Defenses, and Corporate Governance Inside MandA: InBev Buys an American Icon for $52 Billion Chapter Overview Factors Affecting Corporate Governance Alternative Takeover Tactics in the Corporate Takeover Market Developing a Bidding or Takeover Strategy Decision Tree Alternative Takeover Defenses in the Corporate Takeover Market Things to Remember Chapter Discussion Questions Chapter Business Cases Mittal Acquires Arcelor--A Battle of Global Titans in the European Market for Corporate Control Verizon Acquires MCI--The Anatomy of Alternative Bidding Strategies Part II. The Mergers and Acquisitions Process: Phases 1-10 67 69 70 70 75 75 76 77 77 79 79 80 85 86 87 95 102 103 118 119 120 120 123 4. Planning: Developing Business and Acquisition Plans--Phases 1 and 2 of the Acquisition Process Inside MandA: Nokia Moves to Establish Industry Standards 131 Chapter Overview 132 A Planning-Based Approach to Mergers and Acquisitions 133 Phase 1. Building the Business Plan 135 The Business Plan as a Communication Document 152 Phase 2. Building the Merger­Acquisition Implementation Plan 153 Things to Remember 158 Chapter Discussion Questions Chapter Business Cases BofA Acquires Countrywide Financial Corporation Oracle Continues Its Efforts to Consolidate the Software Industry Appendix: Common Sources of Economic, Industry, and Market Data 5. Implementation: Search through Closing--Phases 3-10 Inside MandA: 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 Postclosing Evaluation Things to Remember Chapter Discussion Questions Chapter Business Cases The Anatomy of a Transaction: K2 Incorporated Acquires Fotoball USA Cingular Acquires ATandT Wireless in a Record-Setting Cash Transaction Appendix: Legal Due Diligence Preliminary Information Request 6. Integration Mergers, Acquisitions, and Business Alliances Inside MandA: GE's Water Business Fails to Meet Expectations Chapter Overview 206 The Role of Integration in Successful Mergers and Acquisitions Viewing Integration as a Process Integrating Business Alliances Things to Remember Chapter Discussion Questions Chapter Business Cases The Challenges of Integrating Steel Giants Arcelor and Mittal Alcatel Merges with Lucent Highlighting Cross-Cultural Issues Part Ill. Merger and Acquisition Valuation and Modeling 7. A Primer on Merger and Acquisition Cash-Flow Valuation Inside MandA: The Importance of Distinguishing between Operating and Nonoperating Assets Chapter Overview Required Returns Analyzing Risk 160 161 161 162 163 165 166 167 170 172 175 186 187 191 193 194 195 196 196 202 203 205 207 208 231 232 233 234 234 236 241 241 242 246 Calculating Free Cash Flows (D/E) Applying Income or Discounted Cash-Flow Methods Valuing Firms under Special Situations Valuing a Firm's Debt and Other Obligations Valuing Nonoperating Assets Adjusting the Target Firm's Equity Value for Nonoperating Assets, Debt, and Other Obligations Things to Remember Chapter Discussion Questions Chapter Practice Problems and Answers Chapter Business Cases Creating a Global Luxury Hotel Chain The Hunt for Elusive Synergy--@Home Acquires Excite 8. Applying Relative, Asset-Oriented, and Real-Option Valuation Methods to Mergers and Acquisitions Inside MandA: A Real Options' Perspective on Microsoft's Takeover Attempt of Yahoo Chapter Overview Applying Relative-Valuation (Market-Based) Methods Applying Asset-Oriented Methods Replacement-Cost Method Valuing the Firm Using the Weighted-Average (Expected-Value) Method Analyzing Mergers and Acquisitions in Terms of Real Options Determining When to Use the Different Approaches to Valuation Things to Remember Chapter Discussion Questions Chapter Practice Problems and Answers Chapter Business Cases Google Buys YouTube--Brilliant or Misguided? Merrill Lynch and BlackRock Agree to Swap Assets 9. Applying Financial Modeling Techniques to Value, Structure, and Negotiate Mergers and Acquisitions Inside MandA: HP Buys EDS--The Role of Financial Models in Decision Making Chapter Overview Limitations of Financial Data Model-Building Process Adjusting the Target's Offer Price for the Effects of Options and Convertible Securities Factors Affecting Postmerger Share Price 250 253 262 263 267 271 273 273 274 277 277 278 281 282 284 294 298 298 299 312 313 313 314 317 317 319 321 321 323 325 338 338 Key MandA Model Formulas MandA Model Balance-Sheet Adjustment Mechanisms Applying Offer Price-Simulation Models in the Context of MandA Negotiations Alternative Applications of MandA Financial Models Things to Remember Chapter Discussion Questions Chapter Practice Problems and Answers Chapter Business Cases Cleveland Cliffs Fails to Complete Takeover of Alpha Natural Resources in a Commodity Play Determining the Initial Offer Price: Alanco Technologies Inc. Acquires StarTrak Systems Appendix: Utilizing the MandA Model on CD-ROM Accompanying This Book 10. Analysis and Valuation of Privately Held Companies Inside MandA: Cashing Out of a Privately Owned Enterprise Chapter Overview Demographics of Privately Owned Businesses Challenges of Valuing Privately Held Companies Process for Valuing Privately Held Businesses Step 1. Adjusting the Income Statement Step 2. Applying Valuation Methodologies to Private Companies Step 3. Developing Discount (Capitalization) Rates Step 4. Applying Liquidity Discounts, Control Premiums, and Minority Discounts Reverse Mergers Using Leveraged Employee Stock Ownership Plans to Buy Private Companies Empirical Studies of Shareholder Returns Things to Remember Chapter Discussion Questions Chapter Practice Problems and Answers Chapter Business Cases Panda Ethanol Goes Public in a Shell Corporation Cantel Medical Acquires Crosstex International 342 344 345 346 349 349 350 351 351 353 366 369 370 371 374 376 377 383 385 389 401 403 403 404 405 406 407 407 409 Part IV. Deal Structuring and Financing Strategies 11. Structuring the Deal: Payment and Legal Considerations Inside MandA: News Corp's Power Play in Satellite Broadcasting Seems to Confuse Investors Chapter Overview The Deal-Structuring Process Form of Acquisition Vehicle 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 (Fixed and Variable) to Preserve Shareholder Value Form of Acquisition Things to Remember Chapter Discussion Questions Chapter Business Cases Vivendi Universal Entertainment and GE Combine Entertainment Assets to Form NBC Universal Using Form of Payment as a Takeover Strategy: Chevron's Acquisition of Unocal 12. Structuring the Deal: Tax and Accounting Considerations Inside MandA: Teva Pharmaceuticals Acquires Ivax Corp Chapter Overview General Tax Considerations Taxable Transactions Tax-Free Transactions Other Tax Considerations Affecting Corporate Restructuring Activities Financial Reporting of Business Combinations Impact of Purchase Accounting on Financial Statements International Accounting Standards Recapitalization Accounting Things to Remember Chapter Discussion Questions Chapter Practice Problems and Answers Chapter Business Cases Boston Scientific Overcomes Johnson and Johnson to Acquire Guidant --A Lesson in Bidding Strategy "Grave Dancer" Takes Tribune Corporation Private in an Ill-Fated Transaction 413 414 414 419 419 420 421 424 430 434 446 446 447 447 448 453 453 454 455 458 466 470 474 479 479 480 480 481 482 482 485 13. Financing Transactions: Private Equity, Hedge Funds, and Leveraged Buyout Structures and Valuation Inside MandA: HCA's LBO Represents a High-Risk Bet on Growth 489 Chapter Overview 490 Characterizing Leveraged Buyouts 491 When Do Firms Go Private? 498 Financing Transactions 499 Common Forms of Leveraged Buyout Deal Structures 506 What Factors Are Critical to Successful LBOs? 510 Prebuyout and Postbuyout Shareholder Returns 512 Valuing Leveraged Buyouts 516 Building an LBO Model 524 Things to Remember 529 Chapter Discussion Questions 529 Chapter Practice Problems 530 Chapter Business Cases 532 Cerberus Capital Management Acquires Chrysler Corporation 532 Pacific Investors Acquires California Kool in a Leveraged Buyout 533 Part V. Alternative Business and Restructuring Strategies 14. Joint Ventures, Partnerships, Strategic Alliances, and Licensing Inside MandA: Garmin Utilizes Supply Agreement as Alternative to Acquiring Tele Atlas 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 Things to Remember Chapter Discussion Questions Chapter Business Cases SABMiller in Joint Venture with Molson Coors Coca-Cola and Procter and Gamble's Aborted Effort to Create a Global Joint Venture Company 545 546 547 552 554 560 561 572 573 574 575 575 576 15. Alternative Exit and Restructuring Strategies: Divestitures, Spin-Offs, Carve-Outs, Split-Ups, and Split-Offs Inside MandA: Financial Services Firms Streamline their Operations 579 Chapter Overview 580 Commonly Stated Motives for Exiting Businesses 581 Divestitures 584 Spin-Offs and Split-Ups 587 Equity Carve-Outs Split-Offs Voluntary Liquidations (Bust-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 Things to Remember Chapter Discussion Questions Chapter Business Cases Hughes Corporation's Dramatic Transformation ATandT (1984-2005)--A Poster Child for Restructuring Gone Awry 590 592 595 595 597 598 600 606 607 608 608 609 16. Alternative Exit and Restructuring Strategies: Reorganization and Liquidation Inside MandA: Calpine Emerges from the Protection of Bankruptcy Court 615 Chapter Overview 616 Business Failure 616 Voluntary Settlements with Creditors outside of Bankruptcy 618 Reorganization and Liquidation in Bankruptcy 621 Analyzing Strategic Options for Failing Firms 634 Predicting Corporate Default and Bankruptcy 638 Empirical Studies of Financial Distress 640 Things to Remember 641 Chapter Discussion Questions 642 Chapter Business Cases 643 The Enron Shuffle--A Scandal to Remember 643 Delta Airlines Rises from the Ashes 646 17. Cross-Border Mergers and Acquisitions: Analysis and Valuation Inside MandA: Arcelor Outbids ThyssenKrupp for Canada's Dofasco Steelmaking Operations 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 649 650 650 651 652 655 658 662 Planning and Implementing Cross-Border Transactions in Emerging Countries Valuing Cross-Border Transactions Empirical Studies of Financial Returns to International Diversification Things to Remember Chapter Discussion Questions Chapter Business Cases Political Risk of Cross-Border Transactions--CNOOC's Aborted Attempt to Acquire Unocal Vodafone AirTouch Acquires Mannesmann in a Record-Setting Deal References Glossary Index 687 715 735 663 665 677 679 679 680 680 682

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