Table of Contents
Deal Structuring and Financing Strategies
Part I: The Mergers and Acquisitions Environment
Chapter 1: An Introduction to Mergers, Acquisitions, and Other Restructuring Activities
Inside Mergers and Acquisitions: Centurylink Acquires Level 3 in a Search for Scale
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
Chapter 2: The Regulatory Environment
Inside Mergers and Acquisitions: DowDuPont’s Regulatory Nightmare
Understanding Federal Securities Laws
Understanding Antitrust Legislation
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
Inside Mergers and Acquisitions: Auction Euphoria Can Result in Buyer’s Remorse
Understanding Alternative Takeover Tactics
Activist Investors: Gaining Influence Without Control
Understanding Alternative Takeover Defenses
The Impact of Takeover Defenses on Shareholder Value
Part II: The Mergers and Acquisitions Process: Phases 1–10
Inside Mergers and Acquisitions: Home Shopping Feels the Heat From Amazon
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
Chapter 5: Implementation: Search Through Closing—Phases 3–10 of the Acquisition Process
Inside M&A: In the Wake of Industry Consolidation Discovery Communications Buys Scripps Networks
Characteristics of High Performing Acquirers
Phase 4: The Screening Process
Phase 7: Developing the Integration Plan
Phase 9: Implementing Postclosing Integration
Phase 10: Conducting a Postclosing Evaluation
The Increasing Application of Data Analytics in M&As
Chapter 6: Postclosing Integration: Mergers, Acquisitions, and Business Alliances
Inside Mergers and Acquisitions: Postmerger Integration Challenges
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
Part III: Mergers and Acquisitions Valuation and Modeling
Chapter 7: Mergers and Acquisitions Cash Flow Valuation Basics
Inside M&A: Delaware Supreme Court Rules on the Role of Valuation Methods in Appraisal Rights
Estimating Required Financial Returns
Applying Discounted Cash Flow Methods
Using the Enterprise Method to Estimate Equity Value
Chapter 8: Relative, Asset-Oriented, and Real Option Valuation Basics
Inside Mergers & Acquisitions: Thyssenkrupp and Tata Steel Combine European Steel Operations
The Weighted-Average Valuation Method
Determining When to Use the Different Approaches to Valuation
Valuing Initial Public Offerings
What Do Valuation Professionals Do in Practice?
Chapter 9: Financial Modeling Basics
Inside M&A: Verizon Discounts the Yahoo Purchase Price
Financial Modeling Data Requirements
Common Financial Model Linkages
Modelling Changes in US Corporate Tax Laws
Key Steps in the Valuation Process
Addressing Valuation Issues in a Near Zero Interest Rate Environment
Chapter 10: Analysis and Valuation of Privately Held Firms
Inside M&A: The Need for Capital Forces Sale of Demand Energy
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
Taking Private Companies Public
Using Leveraged Employee Stock Ownership Plans to Buy Private Companies
Empirical Studies of Shareholder Returns
Part IV: Deal Structuring and Financing Strategies
Chapter 11: Structuring the Deal: Payment and Legal Considerations
Inside M&A: Getting to Yes on Price
Form of Acquisition Vehicle and Postclosing Organization
Legal Form of the Selling Entity
Managing Risk and Reaching Consensus on Purchase Price
Constructing Collar Arrangements
M&A Options and Warrants Takeover Strategies
Chapter 12: Structuring the Deal: Tax and Accounting Considerations
Inside M&A: CVS’s Takeover of Aetna Blurs Traditional Roles in the US Healthcare Industry
Understanding Tax Authority Communications
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
Chapter 13: Financing the Deal: Private Equity, Hedge Funds, and Other Sources of Financing
Inside M&A: Staples Goes Private in Response to the Shift to Online Retailing
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?
The Impact on Financial Returns of Alternative Transaction Strategies
Common LBO Deal and Capital Structures
Chapter 14: Applying Financial Models: To Value, Structure, and Negotiate Stock and Asset Purchases
Inside M&A: The Anatomy of a M&A Negotiation
Understanding and Applying M&A Financial Models
Appendix A: Debt Repayment Schedule, Convertible Securities, Interest Rates, and Betas
Part V: Alternative Business and Restructuring Strategies
Inside M&A: Comcast and Charter Forge Wireless Alliance
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
Inside M&A: Managing Risk Through Restructuring
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
Inside M&A: SunEdison Exits Bankruptcy Amid Echoes of Enron
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
Chapter 18: Cross-Border Mergers and Acquisitions: Analysis and Valuation
Inside M&A: Shareholder Angst Causes Breakup of Merger and Longstanding Joint Venture
Globally Integrated Versus Segmented Capital Markets
Motives for International Expansion
Common International Market Entry Strategies
Structuring 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