Читать книгу Applied Mergers and Acquisitions - Robert F. Bruner - Страница 2
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7 Preface ACKNOWLEDGMENTS NOTES
8 PART One: Introduction and Key Themes CHAPTER 1: Introduction and Executive Summary AN URGENT PROBLEM: HOW CAN MY TEAM DO BETTER THAN THE AVERAGES? OVERVIEW OF A FRAMEWORK FOR M&A SUCCESS SEVEN DISRUPTIVE IDEAS WORTHY OF BEST PRACTITIONERS CONCLUSION NOTES CHAPTER 2: Ethics in M&A INTRODUCTION WHY SHOULD ONE CARE? IN WHOSE INTERESTS ARE YOU WORKING? WHAT IS “GOOD”? CONSEQUENCES, DUTIES, VIRTUES PROMOTING ETHICAL BEHAVIOR MINI-CASE: GREENMAIL PAYMENT BY WALT DISNEY PRODUCTIONS, 1984 CONCLUSION NOTES CHAPTER 3: Does M&A Pay? INTRODUCTION MEASUREMENT OF M&A PROFITABILITY: BETTER THAN WHAT? FINDINGS BASED ON THE ANALYSIS OF MARKET-BASED RETURNS TO SHAREHOLDERS FINDINGS BASED ON THE ANALYSIS OF REPORTED FINANCIAL PERFORMANCE FINDINGS ABOUT THE DRIVERS OF PROFITABILITY FINDINGS FROM SURVEYS OF EXECUTIVES FINDINGS FROM CLINICAL STUDIES CONCLUSIONS OF REVIEWERS THROUGH TIME VIEWING THE WHOLE MOSAIC: SOME CONCLUSIONS SPECIAL NOTE NOTES
9 PART Two: Strategy and the Origination of Transaction Proposals CHAPTER 4: M&A Activity INTRODUCTION M&A ACTIVITY APPEARS IN WAVES EXPLANATIONS OF M&A ACTIVITY “CREATIVE DESTRUCTION” AS THE DRIVER OF M&A ACTIVITY IMPLEMENTING THE “CREATIVE DESTRUCTION” VIEW: LISTEN TO MARKETS AND FIRMS CONCLUSION APPENDIX 4.1 How to Listen to Customers of Firms APPENDIX 4.2 How to Listen to Macroeconomic and Sector Conditions APPENDIX 4.3 Listening for Turbulence as Communicated through Capital Markets DEBT MARKETS EQUITY MARKETS DERIVATIVES MARKETS APPENDIX 4.4 Listening to Firms and Their Industries NOTES CHAPTER 5: Cross-Border M&A INTRODUCTION CROSS-BORDER M&A ACTIVITY M&A ACTIVITY WITHIN REGIONS AND TRADING BLOCS DRIVERS OF CROSS-BORDER M&A RETURNS FROM CROSS-BORDER M&A STRATEGIC ANALYSIS OF COUNTRIES: GETTING A VIEW SUMMARY AND IMPLICATIONS FOR THE PRACTITIONER NOTES CHAPTER 6: Strategy and the Uses of M&A to Grow or Restructure the Firm INTRODUCTION SETTING STRATEGY EXPANSION BY INORGANIC GROWTH RESTRUCTURING, REDEPLOYMENT, AND SALE FRAMEWORK FOR CHOOSING A PATH FOR INORGANIC GROWTH FRAMEWORK FOR CHOOSING A PATH FOR RESTRUCTURING DOES IT PAY TO DIVERSIFY OR FOCUS THE FIRM? CONCLUSIONS APPENDIX 6.1 A Critical Look at the Self-Sustainable Rate of Growth Concept and Formulas BEGINNINGS: A FOCUS ON VALUE THE POPULAR MODEL FOR ASSET GROWTH INSIGHTS TO BE GAINED FROM THE POPULAR ASSET GROWTH MODEL SOME CAVEATS ABOUT THE POPULAR SELF-SUSTAINABLE GROWTH MODEL OF ASSETS NOTES CHAPTER 7: Acquisition Search and Deal Origination: Some Guiding Principles INTRODUCTION SOME PRINCIPLES OF ACQUISITION SEARCH CASE STUDY: KESTREL VENTURES LLC SUMMARY NOTES
10 PART Three: Diligence, Valuation, and Accounting CHAPTER 8: Due Diligence INTRODUCTION THE CONCEPT OF DUE DILIGENCE DUE DILIGENCE PRINCIPLES AND STRATEGIES PROCESS: TIMING, TEAM, AND OUTPUTS TARGET’S VIEW: PRESSURE AND THE DATA ROOM WHAT TO LOOK FOR: FOCUS ON KNOWLEDGE SOURCING INFORMATION EXCELLENCE IN DUE DILIGENCE APPENDIX 8.1 Comprehensive Overview of Due Diligence: Knowledge, Information, Data LEGAL ISSUES ACCOUNTING ISSUES TAX ISSUES INFORMATION TECHNOLOGY ISSUES RISK MANAGEMENT ISSUES ENVIRONMENTAL ISSUES MARKET PRESENCE AND SALES ISSUES OPERATIONS ISSUES REAL AND PERSONAL PROPERTY ISSUES INTELLECTUAL AND INTANGIBLE ASSETS ISSUES FINANCE ISSUES CROSS-BORDER ISSUES ORGANIZATION AND HUMAN RESOURCES ISSUES CULTURE ISSUES Data ETHICS ISSUES NOTES CHAPTER 9: Valuing Firms INTRODUCTION RULE #1: THINK LIKE AN INVESTOR RULE #2: INTRINSIC VALUE IS UNOBSERVABLE; WE CAN ONLY ESTIMATE IT RULE #3: AN OPPORTUNITY TO CREATE VALUE EXISTS WHERE PRICE AND INTRINSIC VALUE DIFFER RULE #4: SO MANY ESTIMATORS, SO LITTLE TIME— IT HELPS TO HAVE A VIEW RULE #5: EXERCISE ESTIMATORS OF INTRINSIC VALUE TO FIND KEY VALUE DRIVERS AND BETS RULE #6: THINK CRITICALLY; TRIANGULATE CAREFULLY RULE #7: FOCUS ON PROCESS, NOT PRODUCT RULE #8: WHEN IN DOUBT, SEE RULE #1 VALUATION CASE: CHRYSLER CORPORATION, MARCH 1998 APPENDIX 9.1 Value Merge.xls: When and How to Use the Model WHEN TO USE THE MODEL GOOD PRACTICE: EXERCISING THE MODEL LAYOUT AND CONTENTS MODELING RULES NOTES CHAPTER 10: Valuing Options OVERVIEW OPTION BASICS OPTION PRICING THEORY OPTION APPLICATIONS A PRACTICAL GUIDE TO VALUING FINANCIAL OPTIONS CONCLUSION: FIVE GENERAL LESSONS FOR THE M&A DEAL DESIGNER NOTES CHAPTER 11: Valuing Synergies THE CONCEPT OF SYNERGY WHEN ONE THINKS LIKE AN INVESTOR SYNERGY ESTIMATES MUST BE A CENTRAL FOCUS OF M&A ANALYSIS A FRAMEWORK FOR SYNERGY ANALYSIS ESTIMATING SYNERGY VALUE, WITH EXAMPLES SYNERGIES IN THE DAIMLER/CHRYSLER MERGER RULES OF THUMB CONCLUSION: OBJECTIVITY ABOVE ALL ELSE NOTES CHAPTER 12: Valuing the Firm across Borders INTRODUCTION HOW BORDERS AFFECT M&A VALUATION STRATEGY FOR DCF APPROACH: HOME VERSUS FOREIGN VALUATION ADJUSTING CASH FLOWS ESTIMATING THE DISCOUNT RATE FOR FOREIGN CASH FLOWS RECAPITULATION: VALUATION PROCESS WITH ADJUSTED CAPM VALUATION CASES ACROSS BORDERS SUMMARY NOTES CHAPTER 13: Valuing the Highly Levered Firm, Assessing the Highly Levered Transaction INTRODUCTION THE WORLD OF HIGHLY LEVERED FIRMS EFFECT OF LEVERAGE ON VALUE OF THE FIRM “WHOLE DEAL” APPROACH TO EVALUATING THE HIGHLY LEVERED FIRM AND TRANSACTION A LEVERAGED RECAPITALIZATION: KOPPERS COMPANY A LEVERAGED BUYOUT: MEDIMEDIA INTERNATIONAL, LTD. A LEVERAGED BUYOUT: REVCO DRUG STORES SUMMARY NOTES CHAPTER 14: Real Options and Their Impact on M&A INTRODUCTION WHERE REAL OPTIONS APPEAR IN M&A IF OPTIONALITY IS SO PERVASIVE, WHY NOT VALUE EVERYTHING AS AN OPTION? HOW TO ASSESS THE IMPACT OF REAL OPTIONS FOUR MINI-CASES IN THE ANALYSIS OF REAL OPTIONS SUMMARY AND CONCLUSIONS NOTES CHAPTER 15: Valuing Liquidity and Control INTRODUCTION ADJUSTING VALUES FOR DISCOUNTS AND PREMIUMS WHERE DO ILLIQUIDITY DISCOUNTS COME FROM? LIQUIDITY IS AN OPTION WHERE DO CONTROL PREMIUMS COME FROM? CONTROL IS AN OPTION INTERACTION OF LIQUIDITY AND CONTROL MINI-CASE: ATTEMPTED ACQUISITION OF VOLVO BY RENAULT, 1993 CONCLUSION NOTES CHAPTER 16: Financial Accounting for Mergers and Acquisitions INTRODUCTION OVERVIEW OF PURCHASE ACCOUNTING HOW TO INTERPRET REPORTED FINANCIAL RESULTS IN AN M&A TRANSACTION LINKAGE AMONG ACCOUNTING CHOICES, FORM OF PAYMENT, FINANCING, AND PRICE DANGERS OF EARNINGS MANAGEMENT SUMMARY AND CONCLUSIONS APPENDIX 16.1 Mechanics of Pooling-of-Interests Accounting NOTES CHAPTER 17: Momentum Acquisition Strategies: An Illustration of Why Value Creation Is the Best Financial Criterion INTRODUCTION: FOUR CAUTIONARY TALES MOMENTUM ACQUISITION STRATEGIES ARGUMENTS FOR AND AGAINST MOMENTUM ACQUIRING VALUE CREATION IS THE BEST CRITERION FOR EVALUATING ACQUISITION STRATEGIES CONCLUSION: MOMENTUM STRATEGIES VERSUS VALUE STRATEGIES APPENDIX 17.1 An Analytic Model of EPS Dilution NOTES
11 PART Four: Design of Detailed Transaction Terms CHAPTER 18: An Introduction to Deal Design in M&A INTRODUCTION DEAL STRUCTURES ARE SOLUTIONS TO ECONOMIC PROBLEMS POSSIBLE DESIRABLES IN DESIGNING A DEAL THE DESIGN OF TERMS CAN HELP ACHIEVE OBJECTIVES EACH DEAL IS A SYSTEM: THE “WHOLE DEAL” PERSPECTIVE SOME IMPLICATIONS FOR THE DEAL DESIGNER SUMMARY AND CONCLUSIONS NOTES CHAPTER 19: Choosing the Form of Acquisitive Reorganization INTRODUCTION: FIVE KEY CONCERNS FOR THE DEAL DESIGNER THE FORM OF REORGANIZATION HAS IMPORTANT IMPLICATIONS DEALS THAT ARE IMMEDIATELY TAXABLE TO THE SELLING SHAREHOLDERS DEALS THAT DEFER TAX TO THE SELLING SHAREHOLDERS SUMMARY AND IMPLICATIONS FOR THE DEAL DESIGNER AND SENIOR EXECUTIVE NOTES CHAPTER 20: Choosing the Form of Payment and Financing INTRODUCTION PATTERNS AND TRENDS IN FORM OF PAYMENT DOES FORM OF PAYMENT MATTER? CONSIDERATIONS IN SELECTING THE FORM OF PAYMENT ASSESSING THE FINANCING ASPECTS OF A DEAL SUMMARY AND CONCLUSIONS NOTES CHAPTER 21: Framework for Structuring the Terms of Exchange: Finding the “Win-Win” Deal INTRODUCTION A MODEL FOR CRITICALLY ASSESSING EXCHANGE RATIOS USES OF THESE MODELS AN ILLUSTRATION EXTENSION TO CASH-FOR-STOCK DEALS CHOOSING EXCHANGE RATIO TARGETS IN THE WIN-WIN ZONE SUMMARY AND IMPLICATIONS OF THE EXCHANGE RATIO FRAMEWORK APPENDIX 21.1 Derivation of the Exchange Rate Determination Model Based on the Price-Earnings Ratio Regarding Share-for-Share Exchanges (Larson-Gonedes Model) BUYER’S MAXIMUM ACCEPTABLE EXCHANGE RATIO (P/E MODEL) TARGET’S MINIMUM ACCEPTABLE EXCHANGE RATIO (P/E MODEL) APPENDIX 21.2 Derivation of the Exchange Rate Model Based on Discounted Cash Flow Regarding Share-for-Share Exchanges BUYER’S MAXIMUM ACCEPTABLE EXCHANGE RATIO (DCF MODEL) TARGET’S MINIMUM ACCEPTABLE EXCHANGE RATIO APPENDIX 21.3 Derivation of the Exchange Rate Determination Model Based on the Price/Earnings Ratio Regarding Cash-for-Share Exchanges BUYER’S MAXIMUM ACCEPTABLE EXCHANGE RATIO (P/E MODEL) TARGET’S MINIMUM ACCEPTABLE EXCHANGE RATIO (P/E MODEL) APPENDIX 21.4 Derivation of the Exchange Rate Model Based on Discounted Cash Flow Regarding Cash-for-Share Exchanges BUYER’S MAXIMUM ACCEPTABLE EXCHANGE RATIO (DCF MODEL) TARGET’S MINIMUM ACCEPTABLE EXCHANGE RATIO APPENDIX 21.5 Derivation of Equation (3) Exchange Ratio Consistent with Buyer’s Percentage Contribution to Newco NOTES CHAPTER 22: Structuring and Valuing Contingent Payments in M&A OVERVIEW AND SUMMARY CONTINGENT PAYMENTS IN M&A EARNOUTS CAN BE USEFUL; BUT IF SO, WHY AREN’T THEY UBIQUITOUS? EARNOUTS ARE OPTIONS ON FUTURE PERFORMANCE STRUCTURING AN EARNOUT TAX AND ACCOUNTING CONSIDERATIONS GENERIC APPROACH TO VALUING EARNOUT INSTRUMENTS Epilogue CONCLUSION: PROPOSING AND NEGOTIATING EARNOUTS AND OTHER CONTINGENT PAYMENTS NOTES CHAPTER 23: Risk Management in M&A INTRODUCTION AND SUMMARY VALUE AT RISK WHEN A DEAL FAILS TRANSACTION RISK: TYPES AND SOURCES TYPES OF RISK MANAGEMENT TYPES OF COLLARS AND THEIR ANALYSIS CONTINGENT VALUE RIGHTS: RHÔNE-POULENC’S ACQUISITION OF RORER STAGED ACQUIRING: THE CASE OF GENZYME’S INVESTMENT IN GELTEX CONCLUSION: WHERE AND WHEN TO MANAGE RISK NOTES CHAPTER 24: Social Issues INTRODUCTION: THE IMPORTANCE OF SOCIAL ISSUES IN M&A SURVEY OF SOCIAL ISSUES FREQUENTLY ADDRESSED IN MERGER NEGOTIATIONS IMPACT OF SOCIAL ISSUES ON ATTRACTIVENESS OF THE DEAL CASE STUDIES IN THE ROLE OF SOCIAL ISSUES SUMMARY AND CONCLUSIONS NOTES
12 PART Five: Rules of the Road: Governance, Laws, and Regulations CHAPTER 25: How a Negotiated Deal Takes Shape INTRODUCTION OVERVIEW OF THE DEAL SHAPING PROCESS RISKS TO THE DEAL: HOW THE PROCESS CAN GET DERAILED TRANSACTION PLANNING AND PREPARATION INITIATING DISCUSSIONS: GAINING AN EARLY SENSE OF THE POSSIBILITIES FIRST-ROUND DOCUMENTS: TERM SHEET, LETTER OF INTENT, AGREEMENTS ABOUT CONFIDENTIALITY, STANDSTILL, AND ENGAGEMENT OF ADVISERS THE DEFINITIVE AGREEMENT DISCLOSURE TO INVESTORS AND REGULATORS GAINING APPROVAL FOR THE DEAL CASE STUDY: DAIMLER-BENZ AND CHRYSLER SUMMARY AND CONCLUSIONS NOTES CHAPTER 26: Governance in M&A: The Board of Directors and Shareholder Voting INTRODUCTION GOVERNING WELL IS HARD TO DO GOOD GOVERNANCE PAYS HOW SHAREHOLDERS RULE FIDUCIARY DUTIES OF TARGET DIRECTORS IN CONSIDERING M&A PRACTICAL IMPLICATIONS: PREPARING FOR THE BOARD’S REVIEW OF A DEAL CODA: HOW CAN FIRMS BE GOVERNED BETTER? NOTES CHAPTER 27: Rules of the Road: Securities Law, Issuance Process, Disclosure, and Insider Trading INTRODUCTION OVERVIEW OF KEY SECURITIES LAWS AND RULES IN THE UNITED STATES KEY IMPLICATION: DISCLOSURE KEY IMPLICATION: INSIDER TRADING KEY IMPLICATION: OBSERVANCE OF PROCESS SUMMARY AND CONCLUSIONS NOTES CHAPTER 28: Rules of the Road: Antitrust Law INTRODUCTION ANTITRUST LAW: HISTORY AND MOTIVES OVERVIEW OF ANTITRUST REGULATORS AND LAWS AFFECTING MERGERS AND ACQUISITIONS U.S. PREMERGER REVIEW PROCESS: HART-SCOTT-RODINO AND EXON-FLORIO ANTITRUST REGULATION OF M&A IN THE EUROPEAN UNION CRITICAL PERSPECTIVES ON ANTITRUST POLICY SUMMARY AND CONCLUSIONS NOTES CHAPTER 29: Documenting the M&A Deal INTRODUCTION FIRST-ROUND DOCUMENTS DEFINITIVE AGREEMENT MERGER PROXY STATEMENT AND PROSPECTUS CONCLUSION
13 PART Six: Competition, Hostility, and Behavioral Effects in M&A CHAPTER 30: Negotiating the Deal INTRODUCTION THE RELEVANCE OF NEGOTIATION PROCESS BEHAVIORAL FINANCE INFLUENCING BARGAINING OUTCOMES: AN OVERVIEW OF THE CHALLENGE PRACTICAL ADVICE: HOW TO PREPARE FOR A NEGOTIATION MANAGE THE NEGOTIATION PROCESS PROACTIVELY SUMMARY AND CONCLUSIONS NOTES CHAPTER 31: Auctions in M&A INTRODUCTION AUCTION STRUCTURES AND MOTIVES ADVANTAGES AND DISADVANTAGES OF AUCTIONS AUCTIONS IN PRACTICE: THE CASE OF RJR NABISCO THE “WINNER’S CURSE” IN M&A: IS IT REAL? SOME PRACTICAL ADVICE TO SELLERS IN AUCTIONS SUMMARY AND CONCLUSIONS NOTES CHAPTER 32: Hostile Takeovers: Preparing a Bid in Light of Competition and Arbitrage INTRODUCTION: TAKEOVERS ARE GAMES A PROFILE OF HOSTILE TAKEOVERS BE AWARE OF THE PLAYERS, BOTH ON THE FIELD AND OFF THE ARB IS THE CONSUMMATE ECONOMIC ACTOR INTERPRETING ARBITRAGE SPREADS THE ARB ASSESSES A RECAPITALIZATION PROPOSAL IN TERMS OF BLENDED VALUE GOVERNMENT CONSTRAINTS ON THE GAME SELLING SHAREHOLDERS FACE A PRISONER’S DILEMMA TO SET A BID PRICE: THINK LIKE AN INVESTOR CONCLUSION: THE GAME HAS IMPLICATIONS FOR DESIGN AND DEFENSE OF TAKEOVERS NOTES CHAPTER 33: Takeover Attack and Defense INTRODUCTION PREVALENCE AND DISSUASIVE INFLUENCE OF ANTITAKEOVER DEFENSES INVESTOR REACTION TO ANNOUNCEMENTS OF ANTITAKEOVER DEFENSES ECONOMIC EFFECTS OF ATTACK AND DEFENSE TACTICS OF TAKEOVER ATTACK TACTICS OF TAKEOVER DEFENSE SUMMARY AND IMPLICATIONS FOR THE PRACTITIONER NOTES CHAPTER 34: The Leveraged Restructuring as a Takeover Defense: The Case of American Standard INTRODUCTION THE AMERICAN STANDARD CASE THE RESPONSE RESTRUCTURING DEFENSES: MANAGEMENT BUYOUT AND LEVERAGED RECAPITALIZATION WHEN DOES A RESTRUCTURING DEFENSE MAKE SENSE? CONCLUSION SPECIAL NOTE NOTES
14 PART Seven: Communication, Integration, and Best Practice CHAPTER 35: Communicating the Deal: Gaining Mandates, Approvals, and Support INTRODUCTION CHALLENGES AND GUIDING PRINCIPLES FOR COMMUNICATING THE DEAL PRESENTING THE “CONCEPT PROPOSAL” TO SENIOR MANAGEMENT OF THE BUYER (INTERNAL ONLY) COMMUNICATING THE DEAL TO A BOARD OF DIRECTORS ANNOUNCING THE DEAL TO THE PUBLIC COMMUNICATING WITH EMPLOYEES CONCLUSION NOTES CHAPTER 36: Framework for Postmerger Integration INTRODUCTION INTEGRATION STRATEGY FRAMEWORK FOR INTEGRATION STRATEGY IMPLEMENTATION OF INTEGRATION STRATEGY INTEGRATION STRATEGY MINI-CASE: THE MERGER OF UNION BANK OF SWITZERLAND AND SWISS BANK CORPORATION, 1998 CONCLUSION: INTEGRATION IS TRANSFORMATION NOTES CHAPTER 37: Corporate Development as a Strategic Capability: The Approach of GE Power Systems INTRODUCTION BUSINESS DEVELOPMENT AT GE POWER SYSTEMS DEAL PROCESS AT GE POWER SYSTEMS IMPLICATIONS FOR BEST PRACTICE NOTES CHAPTER 38: M&A “Best Practices”: Some Lessons and Next Steps INTRODUCTION SOME ELEMENTS OF M&A BEST PRACTICE WHERE THE SIDEWALK ENDS DEVELOPING BEST PRACTITIONERS THE END OF IT ALL NOTES
15 About the CD-ROM INTRODUCTION DESCRIPTION OF GENERIC TEMPLATES MINIMUM SYSTEM REQUIREMENTS USING THE CD WITH WINDOWS TROUBLESHOOTING
16 References and Suggestions for Further Reading
17 Index
