Study Guide

To

Mergers, Acquisitions, and Other Restructuring Activities

An Integrated Approach to Process, Tools, Cases, and Solutions

Sixth Edition

by

Donald M. DePamphilis

______

Academic Press

An Imprint of Elsevier

Study Guide Table of Contents

Preface

Part I: The Mergers and Acquisitions Environment

Chapter 1: Introduction to Mergers and Acquisitions

Chapter 2: Regulatory Considerations

Chapter 3: The Corporate Takeover Market: Common Takeover Tactics, Anti-takeover

Defenses, and Corporate Governance

Part II: The Mergers and Acquisitions Process: Phases 1-10

Chapter 4: Planning: Developing Business and Acquisition Plans—Phases 1 & 2 of the

Acquisition Process

Chapter 5: Implementation: Search Through Closing—Phases 3-10

Chapter 6: Integration: Mergers, Acquisitions, and Business Alliances

Part III: Mergers and Acquisitions Tools and Concepts

Chapter 7: A Primer on Merger and Acquisition Cash Flow Valuation

Chapter 8: Applying Relative, Asset-Oriented, and Real Option Valuation Methods to Mergers

and Acquisitions

Chapter 9: Applying Financial Modeling Techniques to Value and Structure Mergers and

Acquisitions

Chapter 10: Analysis and Valuation of Privately Held Companies

Part IV: Structuring the Deal

Chapter 11: Structuring the Deal: Payment and Legal Considerations

Chapter 12: Structuring the deal: Tax and Accounting Considerations

Part V: Alternative Strategies and Structures

Chapter 13: Financing Transactions: Leveraged Buyout Structures and Strategies

Chapter 14: Joint Ventures, Partnerships, Strategic Alliances, and Licensing

Chapter 15: Alternative Exit and Restructuring Strategies: Divestitures, Spin-Offs, Carve-

Outs, Split-Ups, Bankruptcy, and Liquidation

Chapter 16: Alternative Exit and Restructuring Strategies: Reorganization and Liquidation

Chapter 17: Cross Border Mergers and Acquisitions: Analysis and Valuation

Preface

This student study guide supplements the accompanying textbook entitled Mergers, Acquisitions, and Other Restructuring Activities: An Integrated Approach to Process, Tools, Cases, and Solutions, 6th edition. As a supplement, it provides a listing of the book’s overall learning objectives, the book’s subject layout, learning objectives by chapter, and reviews key concepts presented in the context of the learning objectives. Case studies, practice problems, and sample exams illustrate how to apply these concepts.

To become a successful player in any endeavor, you must learn to think like one and to practice using the tools of the trade. To hone your skills, the reader is encouraged to work through as many of the exercises offered in this study guide as possible and to use what is learned in analyzing current M&A transactions discussed in the popular media. Attempt to identify business strategies, takeover tactics, and takeover defenses employed in these transactions and evaluate their effectiveness in the context of the current environment. Assess the range of options that might be available to both the acquirer and target firm’s boards of directors and management and decide what you believe are the most appropriate. Clearly identify both explicit and implicit assumptions in the actions of both the acquirer and target firms and determine if they are in your opinion credible. If some assumptions appear to be unreasonable, ask yourself what should be done differently. Depending on the stage of the transaction, attempt to anticipate how both the acquirer and target firm’s are likely to react to the information that is currently known about the proposed transaction.

Overarching Text Learning Objectives:

To provide students with knowledge of

  1. what corporate restructuring is and why it occurs;
  2. commonly used business valuation techniques;
  3. how value is created (or destroyed) as a result of corporate mergers, acquisitions, divestitures, spin-offs, etc., through an analysis of how to do a deal;
  1. commonly used takeover tactics and defenses;
  2. the importance of understanding assumptions underlying business valuations;
  3. a highly practical “planning based” approach to managing the acquisition process;
  4. challenges and issues associated with each phase of the M&A process from developing acquisition plans through post-closing structures;
  1. the advantages and disadvantages of alternative deal structures;
  2. how to plan, structure, and manage joint ventures, partnerships, alliances, licensing arrangements, equity partnerships, franchises, and minority investments; and
  1. the characteristics of successful shared growth and shared control strategies.

Study Guide Organization:

  • Chapter Summary: Mergers and Acquisitions and Other Restructuring Activities is organized around learning objectives. Each Study Guide chapter begins with a listing of learning objectives pertinent to the chapter along with a brief summary discussion of their relevance of the objective.
  • Key Concepts are Organized by Learning Objectives
  • Chapter Sample Exam (15 true/false questions and 5 multiple choice questions, and in some cases, practice problems and essay questions are provided): After reading the chapter learning objectives and summary of key concepts, see if you can work through the exam questions without looking at the answers. If you continue to be unsure of the answer, review the study guide and refer to the text.
  • Answers to True/False and Multiple Choice Questions