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

Bibliographic Details
Main Author: DePamphilis, Donald M., (Author)
Format: eBook
Language:English
Published: Amsterdam : Elsevier, [2015]
Edition:Eighth edition.
Subjects:
Organizational change > United States > Management.
Consolidation and merger of corporations > United States > Management.
Corporate reorganizations > United States > Management.
Electronic books.
Online Access:Click to View
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.

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