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Mergers, Acquisitions, and Other Restructuring Activities, 6th Edition

Name: Mergers, Acquisitions, and Other Restructuring Activities, 6th Edition
Author: Donald DePamphilis
ISBN: 9780123854865

by Donald DePamphilis

September 2011

Intermediate to advanced

784 pages

28h 47m

English

Elsevier Science

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Cover Image
Content
Title
Front matter
Copyright
Dedication
List of Business Case Studies
Preface
Acknowledgments
About the Author

PART I. The Mergers and Acquisitions Environment
Introduction
Chapter 1. Introduction to Mergers and Acquisitions
Inside M&A: dell moves into information technology servicesChapter overviewMergers and Acquisitions as Change AgentsWhy Mergers and Acquisitions HappenMerger and acquisition wavesWhy It Is Important to Anticipate Merger WavesAlternative forms of corporate restructuringFriendly versus hostile takeoversThe role of holding companies in mergers and acquisitionsThe role of employee stock ownership plans in M&AsBusiness Alliances as Alternatives to Mergers and AcquisitionsParticipants in the Mergers and Acquisitions ProcessAlternative investors and lendersActivist Investors and M&A ArbitrageursDo M&As pay off for shareholders, bondholders, and society?Why some M&As fail to meet expectationsLong-term performanceSome things to rememberChapter business cases
Chapter 2. Regulatory Considerations
Inside M&A: The limitations of regulation and the lehman brothers meltdownChapter overviewFederal securities lawsAntitrust lawsDodd-frank wall street reform and consumer protection actState Regulations Affecting Mergers and AcquisitionsNational Security-Related Restrictions on Direct Foreign Investment in the United StatesThe U.S. foreign corrupt practices actFair disclosure (regulation FD)Regulated IndustriesEnvironmental lawsLabor and benefit lawsCross-border transactionsSome Things to RememberChapter Business Cases
Chapter 3. The Corporate Takeover Market
Inside M&A: kraft sweetens its offer to overcome cadbury's resistanceChapter overviewAlternative models of corporate governanceFactors that affect corporate governanceAlternative takeover tactics in the corporate takeover marketWhat makes the aggressive approach successful?Other tactical considerationsDeveloping a bidding or takeover strategyAlternative takeover defenses in the corporate takeover marketThe impact of takeover defenses on shareholder and bondholder valueSome things to rememberChapter business cases
PART II. The Mergers and Acquisitions Process: Phases 1 through 10
Introduction
Chapter 4. Planning: Developing Business and Acquisition Plans
Inside M&A: Nokia's Gamble to Dominate the Smartphone Market FaltersChapter OverviewA Planning-Based Approach to M&AsPhase 1: Building the Business PlanThe Business Plan as a Communication DocumentPhase 2: Building the Merger–Acquisition Implementation PlanSome Things to RememberChapter Business Cases
Chapter 5. Implementation: Search through Closing
Inside M&A: bank of america acquires merrill lynchChapter overviewPhase 3: the search processPhase 4: the screening processPhase 5: first contactPhase 6: negotiationPhase 7: developing the integration planPhase 8: closingPhase 9: implementing postclosing integrationPhase 10: conducting a postclosing evaluationSome things to rememberChapter business cases
Chapter 6. Integration
Inside M&A: general electric's water business fails to meet expectationsChapter overviewThe role of integration in successful M&AsViewing integration as a processIntegrating business alliancesSome things to rememberChapter business cases
PART III. Merger and Acquisition Valuation and Modeling
Introduction
Chapter 7. A Primer on Merger and Acquisition Cash-Flow Valuation
Inside M&A: the importance of distinguishing between operating and nonoperating assetsChapter overviewRequired returnsAnalyzing riskCalculating free cash flowsApplying income or discounted-cash-flow methodsValuing firms subject to multiple growth periodsValuing firms under special situationsUsing the enterprise method to estimate equity valueValuing nonoperating assetsPutting it all togetherSome things to rememberChapter business cases
Chapter 8. Applying Relative, Asset-Oriented, and Real-Option Valuation Methods to Mergers and Acquisitions
Inside M&A: a real-options perspective on microsoft's dealings with Yahoo!Chapter overviewApplying relative-valuation (market-based) methodsApplying asset-oriented methodsThe replacement cost methodValuing the firm using the weighted-average methodAnalyzing mergers and acquisitions in terms of real optionsDetermining when to use the different approaches to valuationWhich valuation methods are actually used in practiceSome things to rememberChapter business cases
Chapter 9. Applying Financial Modeling Techniques
Inside M&A: HP buys EDS—the role of financial models in decision makingChapter overviewLimitations of financial dataThe model-building processUsing financial models in support of M&A negotiationsAlternative applications of M&A financial modelsSome things to rememberChapter business cases
Chapter 10. Analysis and Valuation of Privately Held Companies
Inside M&A: cashing out of a privately held enterpriseChapter overviewDemographics of privately held businessesGovernance issues in privately held and family-owned firmsChallenges of valuing privately held companiesProcess for valuing privately held businessesStep 1: adjusting financial statementsStep 2: applying valuation methodologies to privately held companiesStep 3: developing discount (capitalization) ratesStep 4: applying control premiums, liquidity, and minority discountsReverse mergersUsing leveraged employee stock ownership plans to buy private companiesEmpirical studies of shareholder returnsSome things to rememberChapter Business Cases
PART IV. Deal-Structuring and Financing Strategies
Introduction
Chapter 11. Structuring the Deal
Inside M&A: pfizer acquires wyeth labs despite tight credit marketsChapter overviewThe deal-structuring processForm of acquisition vehicle and postclosing organizationLegal form of the selling entityForm of payment or total considerationManaging risk and closing the gap on priceUsing collar arrangements to preserve shareholder valueForm of acquisitionSome things to rememberChapter business cases
Chapter 12. Structuring the Deal
Inside M&A: continued consolidation in the generic pharmaceuticals industryChapter overviewGeneral tax considerations and issuesTaxable transactionsTax-free transactionsOther tax considerations affecting corporate restructuringFinancial reporting of business combinationsImpact of purchase accounting on financial statementsInternational accounting standardsRecapitalization accountingSome things to rememberChapter business cases
Chapter 13. Financing Transactions
Inside M&A: Kinder Morgan Buyout Raises Ethical QuestionsChapter OverviewCharacterizing Leveraged BuyoutsHow do LBOS create value?When Do Firms Go Private?Financing TransactionsCommon Forms of Leveraged Buyout Deal StructuresPrebuyout and Postbuyout Shareholder ReturnsUsing DCF Methods to Value Leveraged BuyoutsLBO Valuation and Structuring Model BasicsSome Things to RememberChapter Business Cases
PART V. Alternative Business and Restructuring Strategies
Introduction
Chapter 14. Joint Ventures, Partnerships, Strategic Alliances, and Licensing
Inside M&A: microsoft partners with yahoo! —an alternative to takeover?Chapter overviewMotivations for business alliancesCritical success factors for business alliancesAlternative legal forms of business alliancesStrategic and operational plansResolving business alliance deal-structuring issuesEmpirical findingsSome things to rememberChapter business cases
Chapter 15. Alternative Exit and Restructuring Strategies
Inside M&A: Bristol-Myers Squibb Splits off the Rest of Mead JohnsonChapter OverviewCommonly Stated Motives for Exiting BusinessesDivestituresSpin-OffsEquity Carve-OutsSplit-Offs and Split-UpsTracking, Targeted, and Letter StocksVoluntary Liquidations (Bust-Ups)Comparing Alternative Exit and Restructuring StrategiesChoosing among Divestiture, Carve-Out, and Spin-Off Restructuring StrategiesDeterminants of Returns to Shareholders Resulting from Restructuring StrategiesSome Things to RememberChapter Business Cases
Chapter 16. Alternative Exit and Restructuring Strategies
Inside M&A: calpine emerges from the protection of bankruptcy courtChapter overviewBusiness failureVoluntary settlements with creditors outside of bankruptcyReorganization and liquidation in bankruptcyAnalyzing strategic options for failing firmsFailing firms and systemic riskPredicting corporate default and bankruptcyValuing distressed businessesEmpirical studies of financial distressSome things to rememberChapter business cases
Chapter 17. Cross-Border Mergers and Acquisitions
Inside M&A: inbev buys an american icon for $52 billionChapter overviewDistinguishing between developed and emerging economiesGlobally integrated versus segmented capital marketsMotives for international expansionCommon international market entry strategiesStructuring cross-border transactionsFinancing cross-border transactionsPlanning and implementing cross-border transactions in emerging countriesValuing cross-border transactionsEmpirical studies of financial returns to international diversificationSome things to rememberChapter business cases
Glossary
Index

Content preview from Mergers, Acquisitions, and Other Restructuring Activities, 6th Edition

Chapter 12 Structuring the Deal

Tax and Accounting Considerations

In matters of style, swim with the current. In matters of principle, stand like a rock.

—Thomas Jefferson

Inside M&A: continued consolidation in the generic pharmaceuticals industry

Teva Pharmaceutical Industries, a manufacturer and distributor of generic drugs, completed its takeover of Ivax Corp for $7.4 billion in early 2006 to become the world's largest manufacturer of generic drugs. For Teva, based in Israel, and Ivax, headquartered in Miami, the merger eliminated a large competitor and created a distribution chain that spans 50 countries.

To broaden the appeal of the proposed merger, Teva offered Ivax shareholders the option to receive for each of their shares either 0.8471 ...

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Mergers, Acquisitions, and Other Restructuring Activities, 6th Edition

by Donald DePamphilis

Chapter 12

Structuring the Deal

Inside M&A: continued consolidation in the generic pharmaceuticals industry

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