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

• VerfasserIn: DePamphilis, Donald M.,
• Place / Publishing House: Amsterdam : : Elsevier,, [2015]; 2015
• Year of Publication: 2015
• Edition: Eighth edition.
• Language: English
• Physical Description: 1 online resource (xxiv, 758 pages) :; illustrations

Table of 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
• Some things to remember
• Chapter discussion questions
• 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
• Chapter overview
• 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
• Some things to remember
• Chapter discussion questions
• 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
• Chapter overview
• 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
• Some things to remember
• Chapter discussion questions
• Case study : Facebook buys Whatsapp
• Additional case study recommendations ; Implementation : search through closing. Inside M & A : when patience pays
• Signet Jewelers to buy Zales
• 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 discussion questions
• Case study : Google's foray into device makers
• Additional case study recommendations ; Postclosing integration. Inside mergers and acquisitions : the chllenges of airline integration
• Chapter overview
• The role of integration in successful M & As
• Integration is a process, not an event
• Integrating business alliances
• Integrating family owned firms
• Some things to remember
• Chapter discussion questions
• 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
• Chapter overview
• 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
• Some things to remember
• Chapter discussion questions
• 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.
• Chapter overview
• 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
• Some things to remember
• Chapter discussion questions
• Practice problems and answers
• 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
• Chapter overview
• 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
• Some things to remember
• Chapter discussion questions
• Practice problems and answers
• 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
• Chapter overview
• 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
• Some things to remember
• Chapter discussion questions
• Practice problems and answers
• Case study : STK steakhouse chain goes public
• Additional case study recommendations
• pt. IV. Deal structuring and financing strategies. Structuring the deal. Insider mergers and acquisitions : illustrating bidding strategies
• Apollo's takeover of CEC Entertainment
• Chapter overview
• 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
• Some things to remember
• Chapter discussion questions
• 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
• Chapter overview
• 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
• Some things to remember
• Chapter discussion questions
• Practice problems and answers
• 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
• Chapter overview
• 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
• Some things to remember
• Chapter discussion questions
• 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
• Chapter overview
• Understanding and applying M & A financial models
• M & A models : stock purchases
• M & A model : asset purchase
• Quantifying synergy
• Things to remember
• Chapter discussion questions
• Practice problems and answers
• Case study : Thermo Fisher acquires life technologies
• Additional case study recommendations
• 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
• Chapter overview
• 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
• Some things to remember
• Chapter discussion questions
• 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
• Chapter overview
• 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
• Some things to remember
• Chapter discussion questions
• 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
• Chapter overview
• 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
• Some things to remember
• Chapter discussion questions
• 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
• Chapter overview
• 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
• Some things to remember
• Chapter discussion questions
• Case study : Actavis buys Forest Labs
• Additional case study : recommendations.