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Corporate Restructuring
terms and questions
96
Business
Undergraduate 4
03/24/2014

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Cards

Term
Merger
Definition
combination of 2 firms in which only one corp survives and the merged corp goes out of existence
Term
Statutory Meger
Definition
one corp assumes the assets and liability of the merged corp
Term
Subsidiary Merger
Definition
merger where the target becomes the subsidiary of the acquirer
Term
forward triangular merger
Definition

a subsidiary of the acquirer is merged with the target and the subsidiary is the remaining legal entity

 

A

B+c

A

B

Term
reverse triangular merger
Definition

subsidiary merges with a target but the target is the remaining legal entity

 

A

B+C

=

A

C

Term
consolidation
Definition

merged firms form a new entity

A+B=C

Term
Takeover
Definition
vague term used to describe a hostile merger but can also be used to describe friendly
Term
enterprise value
Definition
Equity price plus the value of the targets debt + preferred stock - Cash
Term
Synergy
Definition

Occurs when the sum of parts is mroe valuable than the individual components

 

1+2=5

Term
Fixed exchange ratio
Definition
ratio of stock for stock is static
Term

Floating Exchange Ratio

 

Definition
acquirer offers a set dollar value and the number of shares will change
Term
Collar
Definition
Defines a mind and max in a floating exchange deal
Term
Role of Investment Banker in M&A
Definition

derives fees through advisory work usually 1-2% of deal upon completion

 

Experts in structuring deal and handling strategy

Term
Role of Accountants in M&A
Definition
Prepare Pro forma financials or adjust financials for projections from mgmt
Term
Role of Valuation Experts in M&A
Definition
May be retained by target or acquirer to assess value, dificult to to assumption
Term
Risk Arbitrage
Definition
Purchase stock in companies that they think will be acquired, balance profit with risk of deal being completed
Term
LBO
Definition
Use of debt (leverage) to finance the purchase of a company
Term
Management Buy-out
Definition
A companys management team purchases the assets and operation of the business they manage
Term
Corporate Restructuring
Definition
restructuring of a firms asset allocation to promote profitability
Term
Material Adverse Change Clause
Definition

enables a buyer to withdraw from a signed deal if certain criteria defined int he clause are met

 

Meant to protect buyers against any changes or developments

Term
Term Sheet
Definition

Made when buyer is prepared to make an offer

 

Indicates buyer, seller, purchase price, and factors that may cause price to vary

 

Less detailed version than LOI

Term
Confidentiality agreement
Definition
both parties sign and states info is private
Term
Fairness Opinion
Definition
Common for the board of directors to hire valuation service provider that will provide range of prices it feels to be "fair"
Term
Short Form Merger
Definition
SH approval not necessary if Mgmt or small number of SH have 90-95% stake
Term
SH appraisel Rights
Definition
if SH believe the value of their shares being sold is above sale price, they can go to court and seek cash payout for difference between "fair value" and purchase price
Term
Special Purchase Acquisition Vehicles (SPACs)
Definition

companies that raise capital in an IPO where the funds are earn marked for acquistions

 

publically traded comps similar to PE firms.. shells that have intent to buy assets of firms

Term
After Asset Sell Off...
Definition

become corp shell with cash and or secutities as its sole assets

 

then distribute cash as dividends and go out of existence

OR

Use cash to make tender offer to purchase its own shares

OR

Use cash to do business and buy new assets or comps

Term
Merger Approval Process
Definition
  1. Mgmt team reaches out to other or IB
  2. Friendly mergers go fast, if negotiatoins fall thru, can turn hostile
  3. sign confidentiality agreement, share CIM
  4. Buyer prepares term sheet (non- binding) (IOI)
  5. deep due dilligence 
  6. Board of Directors of buying and selling agree to deal
  7. SH vote... % required defined in corps articles
  8. Recieve approval from regulators before final close
Term
Purchase of Stock V. Assets
Definition

Stock


more common

Straight forward

 

Assets

 

acquirer can purchase partial or all firms assets

Buying assets doesnt free buyer form targerts liabs

sometimes can avoid SH approval

Term
Reverse Mergers V. IPOs
Definition

Reverse Mergers

Private company goes bulic by merging with an already pub comp

cheaper and faster than IPO

 

IPO

Allows the company going public to raise capital and provides opportunity for owners to liquidate their shares

Publicity

Term
Holding Company Firm
Definition

Owns enough stock to have controling interest

 

Adv:

lower cost by acquiring fewer shares opposed to 100%

no control premium on shares

No need for SH approval

 

DIS:

Multiple taxation... taxed at corp leve, dividends paid to holding comp, div paid to SHs of holding comp --> Triple taxation

antitrust issues

disagreements on direction without 100% control

Term
Diversified Firm
Definition
Firm with subsidiaries in other industries but the majority of production is within one industry
Term
Mgmt Science and conglomerates
Definition

Studies on mgmt were produced which led mgmt to think that they could manage firms without specific expertise

 

during 3rd merger wave

Term
P/E game + Incentive to merge
Definition
acquiring firm to increase earning per share but use the same P/E ratio to value sahre price which causes an increase in share price
Term
Corporate Raider
Definition

Main source of income comes from takeover attempts

 

doesnt need to make acquisition... greenmail

Term
Company "in play"
Definition
stock in hands of arbitragers who readily sell to highest bidders
Term
Roll Ups
Definition

consolidating larger scale acquisitions of companies

 

strategy to combine smaller companies into national business and enjoy economies of scale while gaining benefits of being able to market nationally as opposed to regionally

Term
Privatization of state-owned enterprises
Definition
stimulate economy and raise capital by selling govnt owned businesses
Term
Emerging Market Acquirers
Definition
acquisitions of privatized smaller companies in EMs allowing some to grow substantially
Term
First Merger Wave (1897-1904)
Definition

Known for creating Large Monopolies
Railroads made national companies possible rather than jsut reg
Predominantly horizontal mergers to create monops

first billion dollar deal - Carnegie steel->US steel (75% steel prod)


Sherman Anti Trust Act (1890)- made formation of monopolies and other trade restrains unlawful

^not very effective and not really enforced

 

came to close after crash of shipbuilders union ad stock market crash of 1901

Term
Second Merger Wave (1916-192)
Definition

"Merging for Oligopoly"

economic boom and easy access to capital following WWI

 

Clayton Act- strengthened Sherman anti trust act

 

More vertical mergers

 

First time we see conflomorates 

 

Ended with great depression in 1929

Term
Clayton Act
Definition

Made sherman act more effective

 

Made Illegal: price discrimination, Exclusive dealing contracts, corporate mergers, interlocking directorates

Term
Sherman Anti-Trust Act
Definition
made formation of monopolies and other attempts to restrain trade unlawful
Term
Third Merger Wave (1965-1969)
Definition

"conglomorate Wave"

80% of mergers during this wave were conglomorates

^study was released saying that a successful mgmt doesnt need expertise in industry to be successful

 

Celler-Kefauver Act- closed loop hole in clayton act

 

Equity and junk bonds as main source of financing

 

Bootstrap effect- short fun increases earnings per share when a share-for-share exchange happened because of the uses of convertable bonds to finance transaction


Ended with stricter regulations on conglomerates, Litton(conglomorate) decreased in earnings for first time in 1968, Tax reform Act ended convertable bonds as source of financing

Term
Celler-Kefauver Act
Definition

Closed loophole of Clayton act of 1914 which allowed acquisitions to occer why purcahsing assets of firm rather than stock

 

coupled with stronger enforcement by govnt

 

 

Term
Forth Merger Wave (1984-1989)
Definition

"hostile Takeover"

Hostile takeovers believed to be due to inefficient mgmts.. if a firm as an inefficient mgmt it is undervalued... corp raider would come in put in place new mgmt and comp will realize true value

 

Known for: Aggressive IBs - reacking in fee revenue on transactiosn

inc sophistication of takeover and strategies

aggressive use of debt.. orgins of LBOs MBOs

international takeovers

deregulation

 

Ended with collapse of junk bonds which was primary source of financing

Term
Fifth Merger Wave (1990s- 2001)
Definition

MegaMergers

And Rollups

 

emphasis on long term strategy

 

First global merger wave

 

Because of the economic boom and record high stock prices, CEOs got cocky which lead to some unsuccessful mergers

 

Ended with 8 month recession in 2001

Term
Sixth Merger Wave (2002-2008)
Definition

Record low interest rates bc of 9/11

 

lead to a strong rise in Private Equity firms with easy access to low interest rate debt to finance transactions

 

Ended with subprime mortgage crisis of 2008

Term
Operating Synergy
Definition
Revenue enhancement or cost reduction
Term
Financial Synergy
Definition
refers to the possibility that the cot of capital may be lowered by combining one or mroe companies
Term
Net Acquisition Value (NAV)
Definition

(value of the combined firm) - (the parts of both firms) - (premium paid) - (expenses associated with merger)

 

if this is still positive it is the NAV. 

Term
Revenue enhancing operating synergy
Definition

May be corss marketing products, broader product line, better brand name, better distribution etc.

 

Revenue enhancement is harder to quantify

Term
Cost-reducing Operating synergy
Definition
cuttign out duplicate funtions, utilizing economies of scale
Term
Economies of Scale
Definition
Decreasing the per unit costs that result fom an increase in size or production
Term
Economies of Scope
Definition

ability of a firm to utilize set of inputs to provide a broader range of products and services

 

Ex. consolidation of banking industry to offer mroe services

Term
Diversification
Definition
growing outside of a companys current industry category
Term
related v. unrelated diversification
Definition

related diversification

 

diversification into a related business ex. merck buys medco a pharma buying a marketer of pharma

Higher prob of synergistic gains

 

Unrelated


ex. Mcdonalds buying sports authority

Term
acquisition Premium
Definition
premium paid over value of firm to acquire
Term
Horizontal integration
Definition
increase in market share and market power that results form acquisitions and mergers of competitors
Term
vertical integration
Definition
the merger or acquisition of companies that have POTENTIAL buy-seller relationship
Term
Sources of Growth from M&A
Definition

Capitalize on opportunities before they disappear, company has developed a new product or process

 

Growth via expansion into different geographical area

Term
Sources of Synergy in M&A
Definition

Economies of scale

 

Economies of Scope

 

FInancial Synergy

 

Operating synergy (brand name, distribution)

Term
Market Power
Definition

ability to set and maintain price above competitive levels

 

measured by Lerner Index = (P-Marginal cost)/P

 

Sources of market power: 

Product differentiation

BtE

Market Share

Term
Consumer Surplus
Definition
area between the price paid and the hieght of the demand curve
Term
Producer Surplus
Definition
difference between the height up to the supply curve and the price the producer receives for each unit
Term
Hubris Hypothesis
Definition

managers seek to acquire firms for their own personal motives and that the purce economic gains to the acquiring firm are not the sole motivation or even the primary motivation in the acquisition

 

This is bc pay is often linked to success of transactions, market cap and prestige

 

Studies show that after announcement A firm stock price declines while T stock price increases

Term
The Winners Curse Hypothesis
Definition

bidders who overestimate the value of a target will most likely win a contest

 

^bc they will overpay where other bidders had a more realistic valuation of the firm

 

Chances are that if you are the winning bidder you overvalued a target

Term
Winners Curse V. Hubris Relationship
Definition

Companies taht make acquisitions  taht cause their equity to lose value are increasingly likely to become targets of other takeovers

 

A manager with hubris will over pay bc he/she believes that he can find synergistic gains above premium and will act in own best interest to grow firm at expense of SHs

Term
Pure V. Mixed Conglomerates
Definition

Pure


firms with nothing in common

 

Mixed


firms that are looking for produt extention or market extentions

Term
Public Company Accounting Oversight Board (PCAOB)
Definition

nonprofit corp that oversees firms that audit public companies

 

oversees audit committees of public companies

Term
Corporate Governance
Definition

system of rules, practices and processes by which a company is directed and controlled

 

balances the interests of the many stakeholders in a company: shareholders, mgmt, customers, suppliers, financiers, goverment and community

 

Corporations are one of three types of business organizations, they are a way for investors to put capital into a resky venture, the board of directors oversees mgmt and looks out for SH

Term
Agency Costs in M&A
Definition

when managers pursue their own self-interest rather than interest of SH

 

a control to agency cost is to vreate incentives that align mgmt and SH

Term
Gray Director
Definition

outside member of a board that can receive some other benefit beyond direct compensation

ex. family member of CEO or CEO of competitor

Term
Interlocking Boards
Definition

a member of a companys board of directors also serves on another board or within another company's mgmt

 

Directors that sit on each others boards, study found that 20% of 700 large public firms had interlocked boards

Term
Inside V. Outside board members
Definition

Inside

Mgmt/employees of the firm

have direct ties with the company

 

outside

not an employee or statkeholder within the company

more outside members the greater the governance

Term
Merger of Equals
Definition

two friendly firms merge after extensive negotiations by mgmt

 

Upper level mgmt of target gets positions in new entity while trading off returns for SHs

 

 

Term
Sarbannes Oxley Act (SOX)
Definition

CFO and CEO have to certify statements that they are not aware of any material misstatements, or can be sued otherwise and comp bonues

 

Section 404: requires that the auditors look at internal controls, companies also report any weaknesses they ahve detected in regards to controls

 

*very costly for public companies to establish and maintain internal controls

Term
Golden Parachutes
Definition

Special compensatoin agreements that the company provides upper mgmt 

Benefits:

Believed to make it easier to hire and retain top executives

lucrative benefits packages allow execs to remain objective if the company is involved in a takeover or merger...

discourage takeovers bc of the costs associated with them in contracts

Costs:

compensating already well-paid execs

mgmt being rewarded for mismgmt

big taxes on pmt

Term
Characteristics of BODs that may reduce agency costs
Definition

Smaller boards are more effective 

 

Boards with fewer grey directors

 

directors under teh age of 69

 

serve on fewer than 3 boards

 

fewer interlocked directorships

 

members who were selected with little CEO influence

Term
8K
Definition
SEC filing that must be done when events such as an acquisition or disposition of a significant amount of assets occurs. A report of unscheduled material events or corporate changes at a company that could be of importance to the shareholders or the SEC. 15 days to file:

i. This includes description of assets
ii. Amount of value
iii. Identify parties involved
iv. F/S of business acquired
v. Source of funds if acquiring
Term
S4
Definition
Must be submitted to the SSEC in the event of a merger or an acquisition between two companies. When a company issues more stock to acquire a target, files this with SEC, less detailed than S-1, company issues more than 20% of outstanding stock must get SH approval
Term
S1
Definition
Form when trying to go public. S-1 requires companies to provide information on the planned use of capital proceeds, detail the current business model and competition, as well provide a brief prospectus of the planned security itself, offering price methodology, and any dilution that will occur to other listed securities.
Term
Schedule 13D v. 13G
Definition
i. 13D: filing done within 10 days of acquiring 5% of a firm’s outstanding stock, provides purpose of acquiring significant position, lists source of funds. 13D if > 20%

ii. 13G: less detailed than 13D, for institutional investors who acquire 5% or more, did it over a long period of time and have no interest of takeover (passive/beneficial)
Term
Eight factor test of a tender offer
Definition
a. widespread solicitation of stock
b. acquiring of substantial % of firm’s stock
c. offer is made at a premium over prevailing market price
d. terms are firm and not negotiated
e. fixed number of shares and possibly determining max number
f. offer is open for short amount of time
g. Offeree is subject to pressure to sell stock
h. public announcements of purchasing program precede or are coincident with rapid accumulation of shares
Term
Method of tendering shares
Definition
i. Stockholders tender shares through intermediary such as a trust company or a commercial bank. The paying agent holds the shares until there are enough SH selling that the deal will go through or the offer expires at that point the paying agent either returns shares or gives them cash or shares in new firm
Term
Business judgment rule
Definition
Standard by which directors of corporations are judged when they exercise their fiduciary duties to SH in the course of an attempted takeover
Term
Hefindahl-Hirschman Index (HHI)
Definition
i. The index is the sum of the squares of the market share of each firm in the industry
ii. This provides an accurate look at concentration in an industry when the Justice Department is reviewing horizontal mergers
iii. A postmerger firm needs to be examined because they might not keep the same market share as the two firm being independent
iv. Postmerger < 1500 unconcentrated market
v. 1500-2500 moderately concentrated market
vi. 2500 and more Highly concentrated market

DoJ anything over 200 raises antitrust concerns
Term
1992 Merger Guidelines of the Justice Department
Definition
i. Offers clarification of market if the smallest group of products or geographic area where a monopoly could raise prices by a certain amount, such as 5%
a. Merger significantly increase concentration?
b. Anticompetitive effects from deal?
c. Anticompetitive effects mitigated by potential competitors?
d. Efficiency gains over anticompetitive effects?
e. Either party fail or exit market without merger?
Term
Fair Price Provision
Definition
In a successful tender offer, all sh’s who do not decide to sell will receive same price as sh’s who do not accept offer
Term
SEC rule 10b-5
Definition
Insiders must disclose or abstain from trading firm’s securities, have unfair advantage over the public
Term
Insider
Definition
A director or senior officer of a company, as well as any person or entity that beneficially owns more than 10% of a company's voting shares.

Broad definition that includes: management, attorneys, investment bankers, financial printers, or consultants who are temporary insiders
Term
Williams Act (1968)
Definition
1. To regulate tender offers so SH weren’t pressured to accept quickly to receive better terms
2. Provide procedures and disclosure requirements for acquisitions, SH need information and time to value shares
3. Provide time for SH to make informed decisions about tender offers
4. To increase confidence in market, by making investors more confident great capital will flow into market

Filing must include the offer terms, cash source and the bidder's plans for the company after the takeover. Also includes time constraints that stipulate the minimum period of time an offer may be open and the number of days after the offering in which shareholders have the right to change their minds.

Created b/c in 1960's a large number of takeovers occurred unannounced
Term
JV v. M&As
Definition

JV

defined period of time

companies exist apart form each toerh 

easier to end JVs and Strategic Alliances than M&As

less drastic and expensive than M&As

 

M&As

no defined time period

firms are one legal entity

 

Term
Sherman Antitrust (1890), Clayton (1914) , Celler Kefauver Act (1950)
Definition
1. Sherman Antitrust Act: passed in 1890 is the basis of all antitrust legislation
i. Section 1: prohibits all contracts, combinations, and conspiracies in restraint of trade
ii. Section 2:prohibits any attempts or conspiracies to monopolize a particular industry
iii. Was not effective until Roosevelt and Taft and the passage of the Clayton Act

2. Clayton Act: 1914 was passed to strengthen the Sherman Antitrust Act
i. Section 2:no price discrimination between customers
ii. Section 3: tying contracts is illegal, ex. You can only buy gasoline if you also buy kit kats
iii. Section 7: acquisition of a competitors stock is illegal if the purpose is to lessen competition
1. Acquisition now includes stock however companies got around this by purchasing assets this loop hole was closed with the Celler-Kefauver
2. Region of country not just national to stock regional monopolies
3. Tendency to lessen competition gives regulator room to consider if down the road this could lessen comp
iv. Section 8: interlocking directors were prohibited if they were on competing firms

3. Celler-Kefauver Act of 1950
i. Closed loophole in senction 7 of clayton act and firms could no longer acquire assets
ii. Also, made vertical mergers and conglomerate mergers that lessened competition illegal
iii. Set stage for strict enforcement of mergers in 1960’s
Term
Hart-Scott-Rodino Antitrust Improvements Act of 1976
Definition
1. 2 firms have to notify the FTC and DOJ before merging
2. Agencies can now review mergers for anticompetitive effects before they merged so that they would not have to disassemble firms

Any investor seeking to acquire a 15% stake or a stake valued at more than $15 million in a security to file a premerger notification report (PNR), with the filing marking the beginning of the 30 day review.

This created size requirements for filing, filing fees depending on the size of the deal and penalties for each day the fee is not paid, and the type of information to be filed (15 pg report)
Term
Insider Trading Regulation
Definition
Under SEC Rule 10b-5 insiders are to disclose or abstain from trading firm’s stock. Additionally, the passage of the Insider Trading and Securites Fraud Enforcement Act of 1988 set up penalties of $1 million or up to 10 years in prison for insider trading. Also, tipsters where given 10% of insiders profits on trade. In the wake of Enron, Sarbanes Oxley upped the penalties to $5 million and 20 years in prison
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