Index
Note: Page numbers followed by f indicate figures, t indicate tables, and b indicate boxes.
A
Abnormal financial returns
23,
360
Absolute priority rule
480
Accountability, business alliance
421
discrepancy red flags
237b
form, amount, and timing of payment, effect on
299
Acquired assets, and liabilities guidelines for valuing
345b
cross-border acquirers
13
Acquirer’s share price (ASP)
309
balance sheet considerations
342–344
income statement and cash flow
344–345
International Accounting Standards
345–346
pending rule changes affecting balance sheet
345
acquiring firm, plan for
120b
business plan objectives, linkage between
119t
team management guidance
120b
appropriate acquisition vehicle, selection of
299
form of payment, effect of
298
completing acquisition/merger agreement
artificial intelligence (AI) to draft M&A contracts
145
assumption of liabilities
143
employment and benefits
144
escrow and holdback clauses
142
financing contingency
145
representations and warranties
143
phase 1, business plan
127
assigning customer and vendor contracts
142
phase 10, conducting postclosing evaluation
not changing performance benchmarks
146
phase 7, developing integration plan
140
choosing integration manager and critical decisions
141
confidentiality agreement
133
phase 2, implementation strategy
127
phase 9, implementing postclosing integration
employing best practices
146
satisfying cash flow requirements
146
financing plan development
139
phase 4, screening process
130
age of CEO/controlling shareholder
131
cultural compatibility
131
Actelion Pharmaceuticals Ltd.
349b
Action on Smoking and Health (ASH)
231
gaining influence without control
81–83
M&A related demands
83,
83t
Advance notice provisions
88
Affirmative covenant, loan agreement
355
After-tax equity value
446
After-tax liquidation value
397,
402
Alternative exit, and restructuring strategies
460–461
Alternative minimum tax (AMT)
332t,
333
Alternative takeover defenses
83–84
antigreenmail provisions
88
board’s defenses strengthening
87
dual class recapitalization
88–90
limiting shareholder actions
87–88
advantages and disadvantages
90,
91t
corporate restructuring
92
employee stock ownership plans (ESOPs)
91
leveraged recapitalization
92
share repurchase/buyback plans
92
white knights and squires
91
preoffer
vs. postoffer
84t
Alternative takeover tactics
advantages and disadvantages
81,
82t
shareholder value, impact on
78
Alternative taxable and nontaxable structures
323
Alternative tax-free reorganizations
type B stock-for-stock reorganization
326,
328,
329f
American Depository Receipt (ADR)
503
American International Group (AIG)
485
Americans with Disabilities Act
60
Announcement date financial returns
287–288
1997 Anti-Bribery Convention of the Organization for Economic Cooperation and Development
58
Antigreenmail provisions
88
business platform strategy
52–53
for collaborative efforts
51
for horizontal mergers
48–50
for intellectual property
51
regulatory approval, political impacts on
53
Federal Trade Commission Act of 1914
45
Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976
45–48
A.P. Moller-Maersk Group
442
Artificial intelligence (AI)
145
Artificial neural networks
486
acquirer’s income statement
402,
402t
replacement cost method
217
Attractive returns to firms
487
B
pending rule changes affecting
345
premerger balance sheets
349t
proceedings of automakers General Motors (GM) and Chrysler
480
resolution of GM 363 sale
480
US bankruptcy laws, evolution of
476–477
Bankruptcy Abuse Prevention and Consumer Protection Act (BAPCPA)
477
Bankruptcy Reform Act of 1978
477
Best price rule, 14(D)-10
42
and credit ratios, risk measures
253–254
financial and operating leverage on
185–188
Bidding strategies
81,
500
formula for valuing call option
224b
Blank check preferred stock
86,
93t
Block shareholder preferences
518
Board of directors/management
member removing, for cause provisions
87
British American Tobacco (BAT)
231
Brocade Communications Systems (Brocade) beta estimation
187,
187t
Brookfield Asset Management
472–473
bilateral
vs. multilateral alliances
427
cross-border alliances and minority investments
436
deal-structuring issues
428t
financing ongoing capital requirements
430
interests, transfer of
433
management and organizational issues
434
owner/partner financing
430
regulatory restrictions and notifications
435
consensus decision making
171
teamwork and role clarification
170
access, to new markets
419
favorable regulatory treatment
420–421
prelude to acquisition/exit
420
strategic and operational plans
427
clarity, of purpose/roles/responsibilities
421
compatible time frames
422
cooperation and cultural compatibility
421–422
financial expectations
422
support from top management
422
acquisition accounting impact of
341–346
balance sheet considerations
342–344
income statement and cash flow
344–345
International Accounting Standards
345–346
pending rule changes affecting balance sheet
345
accounting, acquisition method of
339–340
acquired net assets recognition
340–341
contingent considerations recognition
341
in-process research and development assets
341
step/stage transactions net acquired assets, recognition and measurement
341
Business judgment rule
57
Business plan, building of
business-level strategies
112
business strategy, selection of
106
customers, bargaining power of
107
degree of competitive rivalry
107
degree of government regulation
108
labor force, bargaining power of
108
potential new entrants
108
substitute products, potential
108
suppliers, bargaining power of
107
focus/niche strategies
113
implementation strategies
advantages and disadvantages
114,
114t
analyzing assumptions
115
intangible factors, role of
114–115
platform business strategies
113–114
price/cost leadership strategy
112
strategic/long-term business objectives
111
Business platform strategy
52–53
functional strategies
104
implementation strategy
104
C
Calculating enterprise, and equity values
246–248,
247t
California Consumer Privacy Act (CCPA)
56
Capitalization multiples
273b
enterprise and equity values, calculation of
246–248
Cash-for-assets acquisition
312
Celler-Kefauver Act of 1950
45
Chapter 15, of US Bankruptcy Code
480
Chesapeake Energy Group
444
Chief executive officer (CEO)
68
Chief financial officer (CFO)
260
China National Chemical Corp. (ChemChina)
519b
Choice-of-law provisions
432
Clean Water Act (1974)
60
Collateralized bond obligations
357
Collateralized debt obligations (CDOs)
357
Collateralized loan obligation (CLO)
377
Committee on Foreign Investment in the United States (CFIUS)
57–58,
436,
520
Common bidding-strategy
81
Common international market entry strategies
499–500
Common-size financial statement
240
Company-specific-risk (CSR) premium
275
Comparable integrated oil companies, valuing total SA
210t
Compliance and Disclosure Interpretations (C&DIs)
236
Conglomerate discount
8–9
Consensus decision making
171
Consolidating acquisitions
155
Consultative selling approach
165
Contingent liabilities, cash impact
199
Contingent value right (CVR)
307
Continuing-growth value
192
Continuity of ownership
424
Lighting Group Incorporated
282b
liquidity, and minority discounts application
purchase price premiums and minority discounts
278–279
liquidity, and minority discounts estimation
Control share provisions
57
Convertible preferred stock
401
advance notice provisions
88
Corporate charters
57,
87
Corporate directors election
activist investors and takeover attempts
72
behavioral and demographic characteristics, CEOs and board members
69–70
board composition and CEO duality
70
board diversity and firm performance
72
board performance, selection and compensation
71–72
corporate takeover market
76
institutional activists
75
legislation and the legal system
74–75
board of directors/management
68
corporate culture and values
74
independent directors, role of
69
target board’s advisory role in takeover bids
72–74
Corporate inversions
10–11
diversification strategy
112
financial restructuring
112
operational restructuring strategy
112
turnaround/defensive strategy
112
Corporate marginal tax rate
276
Corporate portfolio reviews
445
acquisitions, divestitures, spin-offs, split-offs, carve-outs, and buyouts
14
mergers and consolidation
Corporate socially responsible (CSR) investing
30
Corporate takeover market
67,
76
contract considerations
80–81
premium, board composition, and investor sentiment, importance of
80
Corporate tax inversions
498
Corporate value chain
14,
14f
impact, of changing debt levels on
188b
risk-free rate of return, and market risk premium
179–180
size premium estimates
181t
Cost-of-capital method
276
Country risk premium (CRP)
512
Credit default swaps (CDS)
357
Credit scoring models
486
foreign main proceeding
480
foreign nonmain proceeding
480
Cross-border corporate investment strategies
420
Cross-border joint ventures
435–436
Cross-border mergers and acquisitions
496
cultural and political compatibility
515
deal completion rates
515
friendly
vs. hostile deals
500
globally integrated
vs. segmented capital markets
496
international expansion strategies
497–499
political and economic risks
504
sovereign wealth funds
503
for country/political risk (emerging countries)
512
acquirer shareholders
516
block shareholder preferences
518
corporate governance, and significant shareholder value
517
domestic takeovers on average benefit target
516
foreign institutional ownership, promote crossborder M&A activity
517–518
international diversification, contribute to higher financial returns
515–516
M&As in frontier economies
518
in developed (globally integrated) countries
508–509
in emerging (segmented) capital market countries
509–512
estimating local firm’s cost of debt in emerging markets
512–514,
513b,
514t
estimating risk-free rate of return
evaluating risk using scenario planning
514
methodologies for valuing
514t
Cumulative voting systems
87
Currency values, changes in
498
Customers satisfaction
499
CVS Health Corporation (CVS)
322–323
D
analytics application in mergers and acquisitions
147–148
private equity, hedge, and venture capital funds
financial intermediaries
361
LBO shareholders, postbuyout returns to
363–364
LBO target firm (prebuyout) shareholders, prebuyout returns to
363
lenders and investors of last resort
362
listed
vs. unlisted fund performance
364
private equity-owned firms and financial distress
364
accounting considerations
297,
299
appropriate acquisition vehicle, selection of
299
form of payment, effect of
298
friendly
vs. hostile deals
500
postclosing organizations
appropriate postclosing organization, selection of
300
form of payment, effect of
298
selling entity, legal form of
297,
300
credit-rating agencies
356
estimation, of common equity value
198b
security and lending source
359t
Deductibility of interest expense
332t,
333
determination, of cash impact of
197,
198b
estimation, of common equity value
198b
Delaware corporate law
57,
91
Delaware Supreme Court decision
DEN.OS energy management software
264
Department of Defense (DoD)
59
Department of Justice (DoJ)
42
Depreciation expense associated with the leased asset (DEP
OL)
189
Differential voting rights (DVR) shares
87–88
Direct investment restrictions in United States
57–58
Disappearing corporation
312
appropriate discount rate, determination
195
enterprise discounted cash flow model
190
equity discounted cash flow model
190
estimation, of economic value of company
189,
190b
high-growth period, determination
193–194
impact, of changes in assumptions, on terminal value
193t
stable/sustainable growth rate, determination
194–195
zero-growth valuation model
191,
191b
Discount factor, calculation, using Mid-Year Convention
249t
appropriate tax rate, determination
276
cost of capital, estimation
276
cost of private-firm debt, estimation
275
private firm’s beta and cost of equity, estimation
274–275
Discriminant analysis
486
geographic and industrial
497
corporate portfolio reviews
445
factors affecting purchase price premiums
451t
multistep process, to sell
445
after-tax equity value (EV)
446
after-tax market value of business, estimation
446
calculation, after-tax cash flows
446
discount rate, estimation
446
parent firm operating units, characteristics of
461,
461t
preannouncement abnormal returns
462–464
focus of divesting firm
463
mitigating financial distress
464
resolving management and shareholder differences
463
right selling process, selection of
448–450
tax and accounting considerations for
450
Divisional organization structures
161
Doctrine of corporate personhood
422
Documenting potential problems
486
Dodd-Frank legislation
485
Dollar/euro exchange rate
505
Dollar/Mexican peso exchange rate
506
Dollar/peso exchange rate
506
Dollar-to-peso spot exchange rates
506
Dual class recapitalization
88–90
Dual track deal structures
317
buyer, seller and lender
137
customer data protection
138
potential sources of value
137,
138t
E
Early stage investment
283
Earnings before interest, taxes, depreciation, and amortization (EBITDA)
184,
209–212,
213b,
239,
268,
333,
338,
365,
373–375
Earnings per share (EPS)
111,
236
Ease of transferring ownership
424
Emergency Planning and Community Right to Know Act (EPCRA)
60
Employee availability
162
Employee options, cash impact
199
Employee Retirement Income and Security Act of 1974
60
Employment growth, LBOs effects on
368
Entercom Communications Corp
467b
discounted cash flow model
190
Entire fairness standard
317
Equal division of power framework
434
Equity-based employee compensation
89
parent firm operating units, characteristics of
461,
461t
postannouncement financial returns
465–466
preannouncement abnormal returns
464–465
resolving management and shareholder differences
465
subsidiary equity carve-outs
454
tax and accounting considerations
454
Equity consideration (EQC)
401
Equity discounted cash flow model
190
deferred tax, cash impact of
197
employee options, cash impact of
199
long-term debt, market value of
195–197
non-controlling interests, market value of
199
operating leases, market value of
197
provisions and contingent liabilities, cash impact of
199
unfunded pension liabilities, cash impact of
199
Euro-denominated FCFF cash flows
506b
Euro-to-dollar exchange rate
505
Excess cash balances
200b
sales to strategic buyers
367
Expected value (EXPV)
218
Export Import Bank (United States)
504
Extraordinary achievement
478
F
out-of-court voluntary settlement
483
voluntary and involuntary liquidations
483
Fair disclosure (Regulation FD)
43–44
Fair-price provisions
57,
79,
88
Federal Communications Commission (FCC)
5,
52
actions at market share concentration levels
50f
alternative to imminent failure
50
for collaborative efforts
51
Federal Trade Commission (FTC)
42,
45,
75
Finance cross-border transactions
502–503
Financial Accounting Standards Board (FASB)
235,
339
Financial credibility
133
attractive returns to firms
487
financially ailing firms, contagious
488–489
IPOs to experience bankruptcy
488
returns to financially distressed stocks
487–488
Financial due diligence
19
Financial incentive systems
73
Financial Industry Regulatory Authority (FINRA)
182
effects, on financial returns
186t
acquirer’s income statement
402,
402t
historical and forecast information
254
model balancing mechanism
249
operating/asset-related synergies
405–406
revenue-related synergy
404
risk measures, betas and credit ratios
253–254
US corporate tax laws
239
worksheet flow diagram
385f
Financial ratio analysis
240
Financial restructuring
13,
112
capital asset pricing model
179–180
limited interest deductibility, cost of capital
184
near zero (negative) interest rate environment, CAPM in
181–182
preferred stock, cost
183
size premium estimates
181t
firm’s interrelationships between
238f
Financial synergy
6t,
7–8
Financial transparency
517
Financing contingency
145
Firms emerging from bankruptcy, attractive returns to
487
Firms, existing businesses
conflicts with customers
445
discarding unwanted businesses
444
increasing transparency
445
underperforming businesses
443
Firm-size premium (FSP)
275
First-mover advantage
108
Flexibility objectives
111
Flextronics-International DisplayWorks (IDW) acquisition
309b
Flip-in poison pill
84–86
Flip-over poison pill
84–86
Focus/niche strategies
113
Foreign currencies, appreciation of
498
Foreign direct investment
498
Foreign institutional ownership
517–518
Foreign main proceeding
480
Foreign nonmain proceeding
480
disappearing corporation
312
dual track deal structures
317
shareholder approvals
316
statutory consolidation
315
surviving corporation
312
single-firm recapitalizations
317
acquisition vehicle choice, effect on
298
alternative forms, evaluation of
308t
cash and stock combination
302
legal form of selling entity, effect of
299
postclosing organization, effect on
298
seller’s legal form, effect of
300b
currency exchange rates
505
triangular cash mergers
324
firm (enterprise cash flow)
188
operating leases, dealing with
189
Free cash flow to equity (FCFE)
188,
193
Free cash flow to the firm (FCFF)
188,
212,
505
Friendly
vs. hostile deals
500
human resources (HR) functions
166
manufacturing operations
164
research and development (R&D)
165–166
reset synergy expectations
164
revalidating due diligence data
163
Functional organization
161
G
General Data Protection Regulation (GPDR)
56
General Electric (GE)
445
Generally accepted accounting principles (GAAP)
19,
339–341,
343
discontinued operations
250
international standards
235
General partners (GPs)
361
German commercial bank
503
Global Intangible Low-Taxed Income Tax (GILTI)
334–335
Globally integrated capital markets
496
public
vs. private company
266
Government intervention, in hostile deals
500
Growing-annuity model
193
H
Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976
45–48
in bankruptcy process
484
financial intermediaries, role of
361
private equity placements
362
Herfindahl-Hirschman Index (HHI)
49,
50f
High-performing acquirers (HPA)
127–128
High performing corporate cultures
166,
166t
High-profit
vs. low-profit industries, characteristics
241,
242t
Home and Garden TV (HGTV)
126
Home Shopping Network (HSN)
102
Horizontal mergers, antitrust laws
48–50
Human resource management
459
Hypothetical Facebook 2014 SWOT matrix
109,
109t
I
Imperial Tobacco Group
444
Implementation strategy
104,
117
resource/capability evaluation
118–119
InBev takeover of Anheuser-Busch
167
Independent (outside) director
68
Indications of interest
448
Industry average debt-to-total capital ratio
409–410
Industry consolidation
497
Industry credit ratios
412
Industry debt-to-total capital ratio
412
Industry interest coverage ratio
412
Industry-risk premium (IND)
275
accounting for inventory
270
adjustments to financial statements
270–271
auto expenses and personal life insurance
269
professional services fees
270
rent/lease payments, in excess of fair market value
269
travel, meals, and entertainment
269
In-sample predictions, bankruptcy
486
Inside mergers and acquisitions
66
Insider trading regulations
39–40
Institutional Investor
504
Institutional investors
20
acquisition-related customer attrition
157
employee turnover, impact of
156–157
realizing projected financial returns
156
building new corporate culture
166,
166t
identifying cultural issues through cultural profiling
167–168
overcoming cultural differences
168
communication plan development for stakeholders
creating new organization
centralized management structure, establishment
161–162
employee availability
162
personnel information systems
163
personnel requirements
162
staffing plans and timetable
162
staffing plans development
162,
162f
digital tools and change management
168–169
human resources (HR) functions
166
manufacturing operations
164
research and development (R&D)
165–166
reset synergy expectations
164
revalidating due diligence data
163
postmerger integration organization
159,
159b
premerger integration planning
158
Intellectual property (IP)
335,
499
Interest rate risk premium
412
Internal rate of return (IRR)
228
Internal Revenue Tax Code
452
International accounting standards (IAS)
235,
345–346
International Accounting Standards Board (IASB)
345–346
International Country Risk Guide
504
International expansion strategies
access to intellectual property and resources
499
avoiding entry barriers
498
exchange rate fluctuation
498
geographic and industrial diversification
497
industry consolidation
497
leveraging intangible asset
497–498
lower raw material and labor costs
497
management-friendly environment
498
minimizing tax liabilities
498
International Financial Reporting Standards (IFRS)
339–340,
343
International joint venture
494,
494b
International market entry strategies
499–500
International partnerships
430
Interstate Commerce Commission (ICC)
59
J
Johnson & Johnson Inc. (J&J)
349b
cross-border joint ventures
435–436
favorable regulatory treatment
420–421
limited liability company
425
regulatory restrictions and notifications
435
securing sources of supply
419
transfer of interests
433
Jumpstart Our Business Startups (JOBS) Act of 2012
40–41,
265
K
Key customer relationships
267
Key Safety Systems (KSS)
490
L
Labor and benefit laws
60
Level 3 Communications Inc.
4–5
factors contribute to success of
improving operating performance
370–371
employment growth, effects of LBOs on
368
innovation, effects of LBOs on
367–368
private equity firm collaboration, changing nature of
368
sales to strategic buyers
367
LBO shareholders, postbuyout returns to
363–364
LBO target firm (prebuyout) shareholders, prebuyout returns to
363
alleviating public firm agency problems
371–372
estimating tax deductible interest expense
374–375
operating margin, improvement in
373
providing access to capital for private firms
372
by reducing debt, improving margins and increasing exit multiples
374t
Leveraged employee stock ownership use to buy private companies
287
Leveraged recapitalization
92
Leveraging intangible assets
497–498
Life Technologies, undertaking strategic review case study
255
board’s annual strategic review
256
customer and competitor consolidation
256
Lighting Group Incorporated (LGI)
282b
Limited liability partnership (LLP)
425–426
voluntary and involuntary
483
Liquidity discount (LD)
278
“Loan-to-own” strategies
484
London Interbank Offered Rate (LBOR)
412
Long-term debt, market value determination
195–197
transfer default risk from lenders to investors
357
M
Majority-minority framework
434
Majority rules framework
434
entrenchment theory
76,
94
integration team (MIT)
159b
Managerialism (agency problems)
10
price-to-value indicator ratio
212
value per share for target firm
212
Marketability discount
278
Market value of the target company (MV
T)
215
Market values of long-term debt (MV
D)
211
Material adverse change clauses (MAC)
144
M&A transactions, financing of
354–360
asset-based (secured) lending
354–355
cash flow (unsecured) lenders
355–356
capital structure theory and practice
359–360
common and preferred equity
357–358
long-term financing, types of
356–357
transfer default risk from lenders to investors
357
near-zero/negative interest rates, impact on
360
Measure of nondiversifiable risk (β), risk assessment
184–185
effects of financial and operating leverage
185–188,
186t
Brocade Communications Systems (Brocade) beta estimation
187,
187t
cost of equity, estimation
187
disappearing corporation
312
dual track deal structures
317
shareholder approvals
316
statutory consolidation
315
surviving corporation
312
Mergers and acquisitions (M&As)
36
firm-specific characteristics
28
returns positive for privately owned/subsidiary targets
26
small deals generating higher returns
26–27
smaller acquirers realizing higher returns
25–26
business alliances as alternatives
17
cross-border merger waves
13
Delaware Supreme Court, in appraisal rights
178–179
Dodd-Frank Act and Consumer Protection Act
53–54
domestic merger waves
12–13
embedded/implied real options
219–220
employee stock ownership plans, role in
16–17
holding companies, role in
16
implementation plan building
117
resource/capability evaluation
118–119
institutional investors and lenders
20
insurance, pension, and mutual funds
20–21
public relations firms
19
postmerger returns to shareholders
25
premerger returns to shareholders
22
returns high for target shareholders
23–24
returns to acquirer shareholders
24–25
real options, valuation of
220
state regulations affecting
56–57
buying undervalued assets,
Q-ratio
10
hubris and “winner’s curse,”
10
managerialism (agency problems)
10
strategic realignment
9–10
Mexican peso/dollar exchange rate
506
Lighting Group Incorporated
282b
Miragen Therapeutics Inc.
290b
Model balancing mechanism
249
Moody’s Investors Service
512
Multi-Employer Pension Plan Amendments Act of 1980
60
Multilateral alliances
427
Multiperiod comparison
240
Multiple-option bidding strategy
302
Multiple party framework
434
Multivariate discriminant analysis
486
N
Near zero/negative interest rates
360
Negative covenant, loan agreement
355
Negotiated share exchange ratio
387
Negotiation phase, in acquisition process
134,
135f
financing plan development
139
Net operating losses (NOLs)
324,
365
Net purchase price (PVNPP)
140
acquirer, standalone value of
383–385
EPS, determining impact of deal on
398–401
to meet/exceed required returns
401
estimating synergy and investment required to
391
projecting Newco financials
391–394
selecting discount rate and terminal period assumptions to value Newco
395
New York Stock Exchange (NYSE)
43,
285
determination, of market value
199
Non-controlling passive investment
200
Nondisclosure agreement
133
Nonoperating assets, valuation
199–201
cash and marketable securities
199–200
estimation, minimum and excess cash balances
200b
overfunded pension plans
201
patents/service marks/trademarks
201
unutilized and undervalued assets
200
Note on Debt and Long-term Obligations
251
O
Operating/asset-related synergies
405–406
market value determination
196b,
197
effects, on financial returns
186t
Operating synergy
5–7,
6t
Operational restructuring
13
Orderly Liquidation Authority (OLA)
484–485
Organization for Economic Cooperation and Development (OECD)
337
appropriate postclosing organization, selection of
300
form of payment, effect of
298
Over-the-counter (OTC) market
38
P
Paid-in-kind (PIK) preferred stock
358
Parent company operating units, characteristics
461,
461t
limited liability partnership
425–426
Pass-through organization
434
Pay-for-performance incentive plans
73
Payment-in-kind notes
357
Pension Protection Act of 2006
60
Personal life insurance
269
Peso-denominated FCFF cash flows
506,
507b
based acquisition process
103
Platform business strategies
113–114
Postbuyout returns, to LBO shareholders
363–364
appropriate postclosing organization, selection of
300
form of payment, effect of
298
Postmerger accounting return
23,
25
Postoffer takeover defenses
advantages and disadvantages
90,
91t
corporate restructuring
92
employee stock ownership plans (ESOPs)
91
leveraged recapitalization
92
share repurchase/buyback plans
92
white knights and white squires
91
Preannouncement abnormal returns
focus of divesting firm
463
mitigating financial distress
464
resolving management and shareholder differences
463
resolving management and shareholder differences
465
Prebuyout returns, to LBO shareholders
363
Predictors, of incidence of default
487
estimation, of common equity value
197,
198b
Premerger balance sheets
349t
Premerger event return
23
Premerger integration planning
158
Preoffer takeover defenses
advantages and disadvantages
85t
Prepackaged bankruptcies
481
Present value of the operating lease (PV
OL)
189
Price/cost leadership strategy
112
Private companies, going public
284–287
financing reverse mergers
285
special-purpose acquisition corporations
286
Private equity funds
20,
360
financial intermediaries, role of
361
postbuyout returns, to LBO shareholders
363–364
prebuyout returns, to LBO shareholders
363
private equity firms and financial distress
364
private equity placements
362
Private equity investors
75
Private investment in public equities (PIPEs)
285,
362
Private letter ruling
323
Privately held companies valuing, challenges
externally generated information, lack of
267
firm-specific problems
267
internal controls and reporting systems, lack of
267
reported income manipulation, forms
267–268
operating expenses manipulation
268
Privately owned businesses
early stage investment
283
vs. public company governance
266
sources of information on
269t
applying valuation methodologies
272–273
control premiums, liquidity, and minority discounts
278–283
financial statements adjustment
268–271
Product/service organization
161
Professional services fees
270
project financial statements
243–245
Provisions liabilities, cash impact determination
199
shareholder value, impact on
78
vs. private company governance
266
Public Company Accounting Oversight Board (PCAOB)
43
Public limited partnerships
425–426
Public stock exchange
15–16
Public-to-private LBOs
363
Purchase/acquisition premium
14–15
hypothetical earnout, role of
305b
risk management, and reaching consensus
balance-sheet adjustments
304,
304t
contingent value rights
307
earnouts and other contingent payments
304–307
rights, royalties, and fees
307
total purchase price/enterprise value
139–140
Purchasing power parity theory
506,
507b
PV of net synergy (PV
NS)
396
Q
Qualified business income (QBI)
433
R
Real estate investment trusts (REITs)
339,
444
embedded/implied in M&A decisions
219–220
mergers and acquisitions
220
Recapitalization (Recap) accounting
346–347
Recommendation statement
42
Regional Bell operating companies (RBOCs)
445
Regulatory prenotification filing requirements for 2016
47t
adjusting relative valuation methods, for firm growth rates
212–214,
214b
market value of target firm
209
price-to-earnings (P/E) ratio
209
same/comparable industries method
211,
211b
value-driver-based valuation
214–215
Research and development (R&D) assets
341
Resource Conservation and Recovery Act (1976)
60
allocation of nonlong-term debt liabilities
459
assets and liabilities associated with business
458
human resource management
459
separation and distribution agreement
460
choosing among divestiture/carve-out/spin-off
461,
461t
determinants of returns to shareholders
462–466
tax matters agreement
460
Retirement Equity Act of 1984
60
Retirement Protection Act of 1994
60
vs. IPOs and sellouts
285
Reverse triangular cash mergers
324
Reverse triangular mergers
380f
Reynolds American Inc.
231b
Right of first refusal
433
measure of nondiversifiable risk (β)
184–185
Risk management options
504
S
Sarbanes-Oxley Act (SOA) of 2002
39,
43
Scripps Networks Interactive
126–127