Mergers, Acquisitions, and Other Restructuring Activities - Edition 8 - By Donald DePamphilis Elsevier Inspection Copies

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Mergers, Acquisitions, and Other Restructuring Activities,

Edition 8

By Donald DePamphilis

Publication Date: 11 Sep 2015

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Mergers, Acquisitions, and Other Restructuring Activities is unique in that it is the most current, comprehensive, and cutting-edge text on M&A and corporate restructuring available. It is current in that it includes many of the most up-to-date and notable deals (e.g., Facebook’s takeover of WhatsApp, the Dell privatization, and Verizon’s mega buyout of Vodafone’s share of Verizon Wireless), precedent setting judicial decisions (e.g., efforts to overturn defenses at Airgas and Sotheby’s), new regulations (e.g., expediting backend mergers), trends (e.g., increasing role of activist investors in takeovers), and new tactics (e.g., two-tiered poison pill) employed in M&As. Most integrative case studies are new for this edition and involve transactions that have been announced or completed since 2013. It is comprehensive in that nearly all aspects of M&As and corporate restructuring are explored. It is cutting edge in that conclusions and insights are anchored by the most recent academic research, with references to more than 200 empirical studies published in leading peer-reviewed journals just since 2012. And the substantially updated content is illustrated with numerous practical exhibits, case studies involving diverse transactions, easy-to-understand numerical examples, and hundreds of discussion questions and practice exercises.

The highlights of the new edition are listed here:

· New Chapters: Two new chapters: Chapter 9 and 14. Chapter 9 discusses the basics of applying financial modeling methods to firm valuation and assists the reader in understanding the power (and limitations) of models in analyzing real world situation. Chapter 14 illustrates how complex financial models often are used to support the deal structuring process during M&A negotiations.

· New Cases: Ninety percent of the nearly forty case studies are new and involve transactions announced or completed during the last three years. These cases represent friendly, hostile, highly leveraged, and cross-border deals in ten different industries, involving public and private firms as well as firms experiencing financial distress. All end of chapter case studies begin with a "Key Objectives" section indicating what the student should learn from the case study and include discussion questions and solutions available in the online instructors’ manual.

· Latest Research: This edition focuses on the most recent and relevant academic studies, some of which contain surprising insights changing the way we view this subject matter. Recent research has significant implications for academicians, students, M&A practitioners, and government policy makers shedding new light on current developments and trends in the ever-changing mergers and acquisitions market. The market for corporate control and corporate restructuring strategies are constantly changing, reflecting the ongoing globalization of both product and capital markets, accelerating technological change, escalating industry consolidation, changing regulatory practices, and intensifying cross-border competition. While continuing to be relevant, empirical research covering the dynamics of the M&A markets of the 1970s, 1980s, and 1990s may be less germane in explaining current undercurrents and future trends.

Key Features

Includes two new chapters. Chapter 9 discusses the basics of applying financial modeling methods to firm valuation and assists the reader in understanding the power (and limitations) of models in analyzing real world situation. Chapter 14 illustrates how complex financial models often are used to support the deal structuring process during M&A negotiations
Teaches about the financial, legal, accounting, and strategic elements of mergers and acquisitions by concentrating on the ways their agents interact
Highlights international mergers & acquisitions activities
Focuses on the most recent and relevant academic studies, some of which contain surprising insights changing the way we view this subject matter. While continuing to be relevant, empirical research covering the dynamics of the M&A markets of the 1970s, 1980s, and 1990s may be less germane in explaining current undercurrents and future trends
Features practical exhibits, case studies involving a diverse range of transactions, easy-to-understand numerical examples, and hundreds of discussion questions and practical exercises

About the author

By Donald DePamphilis, Professor Emeritus of Computer Information Systems & Finance ,Department of Computer Information Systems & Finance , Loyola Marymount University ,Los Angeles, CA, USA

Dedication

Preface to the Eighth Edition

To the Reader
To the Instructor
Online Instructor’s Manual
Student Study Guide
Many Practical, Timely, and Diverse Examples and Current Business Cases
Comprehensive Yet Flexible Organization

Acknowledgments

About the Author

Part I: The Mergers and Acquisitions Environment

Part I. The Mergers and Acquisitions Environment
Chapter 1. An Introduction to Mergers, Acquisitions, and Other Restructuring Activities
- Inside Mergers and Acquisitions: PC Maker Lenovo Moves to Diversify Its Core Business
- Chapter Overview
- Why M&As Happen
- Historical Developments in M&As
- Understanding Corporate Restructuring Activities
- Alternative Takeover Strategies
- The Role of Holding Companies in M&As
- The Role of Employee Stock Ownership Plans (ESOPs) in M&As
- Business Alliances as Alternatives to M&As
- Participants in the M&A Process
- The Implications of M&As for Shareholders, Bondholders, and Society
- Some Things to Remember
- Chapter Discussion Questions
Chapter 2. The Regulatory Environment
- Inside Mergers and Acquisitions: Gaining Regulatory Approval Often Requires Concessions by Merger Partners
- Chapter Overview
- Understanding Federal Securities Laws
- Understanding Antitrust Legislation
- The Implications for M&A of the Dodd–Frank Wall Street Reform and Consumer Protection Act
- State Regulations Affecting M&As
- Restrictions on Direct Foreign Investment in the United States
- The U.S. Foreign Corrupt Practices Act
- Fair Disclosure (Regulation FD)
- Specific Industry Regulations
- 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
- Inside Mergers and Acquisitions: Clothiers Men’s Wearhouse and Jos. A. Bank Reach Agreement After Lengthy Battle
- 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

Part II. The Mergers and Acquisitions Process: Phases 1–10
Chapter 4. Planning: Developing Business and Acquisition Plans: Phases 1 and 2 of the Acquisition Process
- Inside Mergers and Acquisitions: Consolidation in the Supermarket Industry
- Chapter Overview
- The Role of Planning in M&As
- The Merger and Acquisition Process
- Phase 1: Building the Business Plan
- 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
- Inside M&A: When Patience Pays—Signet Jewelers to Buy Zales
- Chapter Overview
- 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
- Some Things to Remember
- Chapter Discussion Questions
Chapter 6. Postclosing Integration: Mergers, Acquisitions, and Business Alliances
- Inside Mergers and Acquisitions: The Challenges of Airline Integration
- Chapter Overview
- The Role of Integration in Successful M&As
- 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

Part III. Mergers and Acquisitions Valuation and Modeling
Chapter 7. Mergers and Acquisitions Cash Flow Valuation Basics
- Inside M&A: Valuation Methodologies, Fairness Opinions, and Verizon’s Buyout of Vodafone’s Share of Verizon Wireless
- 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
- Putting It All Together
- Some Things to Remember
- Chapter Discussion Questions
- Practice Problems and Answers
Chapter 8. Relative, Asset-Oriented, and Real Option Valuation Basics
- Inside Mergers and Acquisitions: China’s CNOOC Acquires Canadian Oil and Gas Producer Nexen Inc.
- Chapter Overview
- Relative Valuation Methods
- Asset-Oriented Methods
- The Weighted Average Valuation Method
- Adjusting Valuation Estimates for Purchase Price Premiums
- Real Options Analysis
- Determining When to Use the Different Approaches to Valuation
- Some Things to Remember
- Chapter Discussion Questions
- Practice Problems and Answers
Chapter 9. Financial Modeling Basics
- Inside Mergers and Acquisitions: The Role of Financial Models in Executive Decision Making
- Chapter Overview
- What Is Financial Modeling?
- Financial Modeling Data Requirements
- Common Financial Model Linkages
- Key Steps in the Valuation Process
- Model Balancing Mechanism
- Data Sources
- Managing the Model
- Some Things to Remember
- Chapter Discussion Questions
- Practice Problems and Answers
Chapter 10. Analysis and Valuation of Privately Held Firms
- Inside M&A: Privately Owned La Boulange Café & Bakery Goes Nationwide
- Chapter Overview
- What Are Privately Held Companies?
- Governance Issues
- 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
- Reverse Mergers
- Using Leveraged ESOPs 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

Part IV. Deal Structuring and Financing Strategies
Chapter 11. Structuring the Deal: Payment and Legal Considerations
- Inside Mergers and Acquisitions: Illustrating Bidding Strategies—Apollo’s Takeover of CEC Entertainment
- 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
- Form of Acquisition
- Some Things to Remember
- Chapter Discussion Questions
Chapter 12. Structuring the Deal: Tax and Accounting Considerations
- Inside M&A: Johnson & Johnson Uses Financial Engineering to Acquire Synthes Corporation
- Chapter Overview
- Alternative Tax Structures
- Taxable Transactions
- Tax-Free Transactions
- Other Tax Considerations Affecting Corporate Restructuring
- Financial Reporting of Business Combinations
- Impact of Purchase Accounting on Business Combinations
- Recapitalization (“Recap¿) Accounting
- 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
- Inside M&A: Verizon Finances Its $130 Billion Buyout of Vodafone’s Stake in Verizon Wireless
- Chapter Overview
- How Are M&A Transactions Commonly Financed?
- What Is the Role of Private Equity, Hedge, and Venture Capital Funds in Deal Financing?
- LBOs as Financing Strategies
- What Factors Are Critical to Successful LBOs?
- How Do LBOs Create Value?
- 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
- Inside Mergers and Acquisitions: Comcast Bids for Time Warner Cable—Evaluating Proposals and Counterproposals
- Chapter Overview
- Understanding and Applying M&A Financial Models
- M&A Models: Stock Purchases
- M&A Model: Asset Purchase
- 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

Part V. Alternative Business and Restructuring Strategies
Chapter 15. Business Alliances: Joint Ventures, Partnerships, Strategic Alliances, and Licensing
- Inside Mergers and Acquisitions: Coke Moves from the Vending Machine into the “In-Home¿ Market
- Chapter Overview
- Motivations for Business Alliances
- What Makes Business Alliances Successful?
- Alternative Legal Forms of Business Alliances
- Strategic and Operational Plans
- Resolving Business Alliance Deal Structuring Issues
- 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
- Inside M&A: General Electric Downsizes Its Financial Services Unit
- Chapter Overview
- Why Do Firms Exit Businesses?
- Divestitures
- Spin-Offs
- Equity Carve-Outs
- Split-Offs and Split-Ups
- Tracking, Targeted, and Letter Stocks
- 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
- Inside M&A: American Airlines Emerges from the Protection of Bankruptcy Court
- Chapter Overview
- Business Failure
- Voluntary Settlements Outside of Bankruptcy
- 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

Inside Mergers and Acquisitions: European Mobile Phone and Cable Industry Shows Signs of Consolidation
Chapter Overview
Globally Integrated Markets 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 Cross-Border Transactions
Some Things to Remember
Chapter Discussion Questions

ISBN: 9780128013908

Page Count: 782

Retail Price : £73.99

Greenbaum, Contermporary Financial Intermediation, 3rd ed., 9780124051966, Nov 2014, $125.00

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