Title page
by Donald DePamphilis
Mergers, Acquisitions, and Other Restructuring Activities, 10th Edition
- Cover image
- Title page
- Table of Contents
- Copyright
- Dedication
- About the Author
- Preface to the Tenth Edition
- Acknowledgments
- Part I: The Mergers and Acquisitions Environment
- Introduction
- Chapter 1: An Introduction to Mergers, Acquisitions, and Other Restructuring Activities
- Abstract
- Inside Mergers and Acquisitions: Centurylink Acquires Level 3 in a Search for Scale
- Chapter Overview
- Why Do M&As Happen?
- Merger and Acquisition Waves
- Understanding Corporate Restructuring Activities
- Alternative Takeover Strategies
- The Role of Holding Companies in Mergers and Acquisitions
- The Role of Employee Stock Ownership Plans (ESOPs) in M&As
- Business Alliances as Alternatives to M&As
- Participants in the Mergers and Acquisitions Process
- The Implications of M&As for Shareholders, Bondholders, and Society
- Some Things to Remember
- Chapter Discussion Questions
- Chapter 2: The Regulatory Environment
- Abstract
- Inside Mergers and Acquisitions: DowDuPont’s Regulatory Nightmare
- Chapter Overview
- Understanding Federal Securities Laws
- Understanding Antitrust Legislation
- M&A Implications of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Including 2018 Revisions)
- M&A Implications of Data Protection Regulations
- State Regulations Affecting Mergers and Acquisitions
- Restrictions on Direct Investment in the United States
- The US Foreign Corrupt Practices Act
- Specific Industry Regulation
- Environmental Laws
- Labor and Benefit Laws
- Cross-Border Transactions
- Some Things to Remember
- Chapter Discussion Questions
- Chapter 3: The Corporate Takeover Market: Common Takeover Tactics, Antitakeover Defenses, and Corporate Governance
- Abstract
- Inside Mergers and Acquisitions: Auction Euphoria Can Result in Buyer’s Remorse
- 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
- Part II: The Mergers and Acquisitions Process: Phases 1–10
- Introduction
- Chapter 4: Planning: Developing Business and Acquisition Plans—Phases 1 and 2 of the Acquisition Process
- Abstract
- Inside Mergers and Acquisitions: Home Shopping Feels the Heat From Amazon
- Chapter Overview
- The Role of Planning in Mergers and Acquisitions
- The Merger and Acquisition Process
- Phase 1: Building the Business Plan/Model
- The Business Plan as a Communication Document
- Phase 2: Building the Merger-Acquisition Implementation Plan
- Some Things to Remember
- Chapter Discussion Questions
- Chapter 5: Implementation: Search Through Closing—Phases 3–10 of the Acquisition Process
- Abstract
- Inside M&A: In the Wake of Industry Consolidation Discovery Communications Buys Scripps Networks
- Chapter Overview
- Characteristics of High Performing Acquirers
- 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
- The Increasing Application of Data Analytics in M&As
- Some Things to Remember
- Chapter Discussion Questions
- Chapter 6: Postclosing Integration: Mergers, Acquisitions, and Business Alliances
- Abstract
- Inside Mergers and Acquisitions: Postmerger Integration Challenges
- Chapter Overview
- The Degree of Integration Varies by Type of Acquirer and Deal
- The Role of Integration in Successful Acquisitions
- Integration Is a Process, Not an Event
- Integrating Business Alliances
- Integrating Family Owned Firms
- Some Things to Remember
- Chapter Discussion Questions
- Part III: Mergers and Acquisitions Valuation and Modeling
- Introduction
- Chapter 7: Mergers and Acquisitions Cash Flow Valuation Basics
- Abstract
- Inside M&A: Delaware Supreme Court Rules on the Role of Valuation Methods in Appraisal Rights
- Chapter Overview
- Estimating Required Financial Returns
- Risk Assessment
- Calculating Free Cash Flows
- Applying Discounted Cash Flow Methods
- Using the Enterprise Method to Estimate Equity Value
- Valuing Nonoperating Assets
- Some Things to Remember
- Chapter Discussion Questions
- Practice Problems and Answers
- Chapter 8: Relative, Asset-Oriented, and Real Option Valuation Basics
- Abstract
- Inside Mergers & Acquisitions: Thyssenkrupp and Tata Steel Combine European Steel Operations
- Chapter Overview
- Relative-Valuation Methods
- Asset-Oriented Methods
- The Weighted-Average Valuation Method
- Real-Options Analysis
- Determining When to Use the Different Approaches to Valuation
- Valuing Initial Public Offerings
- What Do Valuation Professionals Do in Practice?
- Some Things to Remember
- Chapter Discussion Questions
- Practice Problems and Answers
- Chapter 9: Financial Modeling Basics
- Abstract
- Inside M&A: Verizon Discounts the Yahoo Purchase Price
- Chapter Overview
- What Is Financial Modeling?
- Financial Modeling Data Requirements
- Common Financial Model Linkages
- Modelling Changes in US Corporate Tax Laws
- Key Steps in the Valuation Process
- Model Balancing Mechanism
- Data Sources
- Managing the Model
- Addressing Valuation Issues in a Near Zero Interest Rate Environment
- Some Things to Remember
- Chapter Discussion Questions
- Practice Problems and Answers
- Chapter 10: Analysis and Valuation of Privately Held Firms
- Abstract
- Inside M&A: The Need for Capital Forces Sale of Demand Energy
- Chapter Overview
- How Family Control Affects M&A Activity
- Private Versus Public Company Governance
- 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
- Early Stage Investment
- Taking Private Companies Public
- Using Leveraged Employee Stock Ownership Plans to Buy Private Companies
- Empirical Studies of Shareholder Returns
- Some Things to Remember
- Chapter Discussion Questions
- Practice Problems and Answers
- Part IV: Deal Structuring and Financing Strategies
- Introduction
- Chapter 11: Structuring the Deal: Payment and Legal Considerations
- Abstract
- Inside M&A: Getting to Yes on Price
- Chapter Overview
- The Deal-Structuring Process
- Form of Acquisition Vehicle and Postclosing Organization
- Legal Form of the Selling Entity
- Form of Payment
- Managing Risk and Reaching Consensus on Purchase Price
- Constructing Collar Arrangements
- M&A Options and Warrants Takeover Strategies
- Form of Acquisition
- Some Things to Remember
- Chapter Discussion Questions
- Chapter 12: Structuring the Deal: Tax and Accounting Considerations
- Abstract
- Inside M&A: CVS’s Takeover of Aetna Blurs Traditional Roles in the US Healthcare Industry
- Chapter Overview
- Understanding Tax Authority Communications
- Alternative Tax Structures
- Taxable Transactions
- Tax-Free Transactions
- Tax Cuts and Jobs Act of 2017
- State and Local Tax Issues
- International Taxes
- Tax Inversions
- Master Limited Partnerships (MLPs), Real Estate Investment Trusts (REITs), and Yield Cos
- Financial Reporting of Business Combinations
- Impact of Acquisition Accounting on Business Combinations
- Recapitalization (“RECAP”) Accounting
- Putting It All Together: Takeover and Deal Structure Strategies
- Some Things to Remember
- Chapter Discussion Questions
- Practice Problems and Answers
- Chapter 13: Financing the Deal: Private Equity, Hedge Funds, and Other Sources of Financing
- Abstract
- Inside M&A: Staples Goes Private in Response to the Shift to Online Retailing
- Chapter Overview
- The Role of Public and Private Financial Markets
- How Are M&A Transactions Commonly Financed?
- What Is the Role of Private Equity, Hedge, and Venture Capital Funds in Deal Financing?
- Impact of Tax Reform on M&A Financing
- Leveraged Buyouts as Financing Strategies
- What Factors Are Critical to Successful LBO’s?
- How Do LBO’s Create Value?
- The Impact on Financial Returns of Alternative Transaction Strategies
- Common LBO Deal and Capital Structures
- Some Things to Remember
- Chapter Discussion Questions
- Chapter 14: Applying Financial Models: To Value, Structure, and Negotiate Stock and Asset Purchases
- Abstract
- Inside M&A: The Anatomy of a M&A Negotiation
- Chapter Overview
- Understanding and Applying M&A Financial Models
- M&A Models: Stock Purchases
- M&A Models: Asset Purchases
- Quantifying Synergy
- Things to Remember
- Chapter Discussion Questions
- Practice Problems and Answers
- Appendix A: Debt Repayment Schedule, Convertible Securities, Interest Rates, and Betas
- Part V: Alternative Business and Restructuring Strategies
- Introduction
- Chapter 15: Domestic and Cross-Border Business Alliances: Joint Ventures, Partnerships, Strategic Alliances, and Licensing
- Abstract
- Inside M&A: Comcast and Charter Forge Wireless Alliance
- Chapter Overview
- Motivations for Business Alliances
- What Makes Business Alliances Successful?
- Alternative Legal Forms of Business Alliances
- Bilateral Versus Multilateral Alliances
- Strategic and Operational Plans
- Resolving Business Alliance Deal-Structuring Issues
- Challenges of Cross-Border Joint Ventures
- Potential Impediments to Cross-Border Alliances and Minority Investments
- Empirical Findings
- Some Things to Remember
- Chapter Discussion Questions
- Chapter 16: Alternative Exit and Restructuring Strategies: Divestitures, Spin-Offs, Carve-Outs, Split-Offs, and Tracking Stocks
- Abstract
- Inside M&A: Managing Risk Through Restructuring
- Chapter Overview
- Why Do Firms Exit Businesses?
- Divestitures
- Spin-Offs
- Equity Carve-Outs
- Split-Offs and Split-Ups
- Tracking, Targeted, and Letter Stocks
- Restructuring Implementation Issues
- Key Restructure Legal Documents
- 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
- Chapter 17: Alternative Exit and Restructuring Strategies: Bankruptcy, Reorganization, and Liquidation
- Abstract
- Inside M&A: SunEdison Exits Bankruptcy Amid Echoes of Enron
- Chapter Overview
- Business Failure
- Voluntary Settlement Outside of Bankruptcy Court
- 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
- Chapter 18: Cross-Border Mergers and Acquisitions: Analysis and Valuation
- Abstract
- Inside M&A: Shareholder Angst Causes Breakup of Merger and Longstanding Joint Venture
- Chapter Overview
- Globally Integrated 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 Financial Returns on Cross-Border Transactions
- Some Things to Remember
- Chapter Discussion Questions
- References
- Glossary
- Index
Mergers, Acquisitions, and Other Restructuring Activities
An Integrated Approach to Process, Tools, Cases, and Solutions
Tenth Edition
Donald M. DePamphilis
Emeritus Professor of Finance, College of Business Administration, Loyola Marymount University, Los Angeles, CA, United States
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