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Introduction to principles of Mergers & Acquisitions

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Nitant Trilokekar

This document discusses the corporatization of non-corporate entities and the conversion of proprietorships and partnerships into companies through corporate restructuring. It outlines the key benefits of converting to a company such as limited liability, greater borrowing power, and employee stability. The document then describes the procedure for converting a partnership firm into a company according to Part IX of the Companies Act of 1956. It lists the key conditions and requirements that must be met, including minimum share capital amounts. Finally, it provides steps for incorporating a company under Part IX and discusses types of mergers and acquisitions.

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Corporatisation of Non Corporate Entity, Conversion of Proprietary Concern & Partnership to Company and Corporate restructuring by CA. Nitant Trilokekar nitanttrilokekar@yahoo.com
Why convert to Company       Limited liability (exp to Bankers) Greater borrowing power Market profile Internal settlement Employee stability new technology organisations Vehicle for acquisitions and mergers
Procedure for Conversion of partnership firm into company The firm may be converted into a company by following the provisions of Part IX of the Companies Act, 1956 Sections 565 to 581 prescribes the law and procedure Advantage : business can be run under the same name Incorporate a company which can legally take over the business of the firm and continue the same business under Part IX of the Companies Act, 1956
Key Conditions     All partners of the partnership firm shall become shareholders of the company in the same proportion in which their capital accounts stood in the books of the firm on the date of the conversion. The partners receive consideration only by way of allotment of shares in company and The partners share holding in the company in aggregate is 50% or more of its total voting power and continue to be as such for 5 years from the date of conversion.
Key Requirements      Minimum Share Capital shall be Rs. 100,000 (INR One Lac) for conversion into a Private Limited Company Minimum Share Capital shall be Rs. 500,000 (INR five Lac) for conversion into a Public Limited Co. If the above requirement is not fulfilled by the firm, then the Partnership deed should be altered Minimum 7 Shareholders Minimum 2 Directors (for Private Limited Co.) and 3 Directors (for Public Limited Co.) The directors and shareholders can be same person DIN (Director Identification Number) for all the Directors DSC (Digital Signature Certificate) for two of the Directors
Key Benefits        Automatic Transfer All the assets and liabilities of the firm immediately before the conversion become the assets and liabilities of the company. No Stamp Duty No instrument of transfer is required to be executed and hence no stamp duty is required to be paid. No Capital Gain Tax Continuation of Brand Value Carry Forward and Set off Losses and Unabsorbed Depreciation
STEPS FOR INCORPORATION OF COMPANY UNDER PART IX  Partner’s meeting • • • Ascent of majority not less than 3/4 Authorize one or more partners Execute a supplementary Partnership Deed to      atleast 7 partners registered with the Registrar of Firms fixed capital provision of converting a firm into company agreement by the partners to convert the partnership to a company. • Execute a settlement deed.
Mergers & Acquistions
Acquisitions and Restructuring  Very popular strategy during the 20 th Century.  55,000 acquisitions in the 1980s worth $1.3 trillion.  Pace of acquisitions picked up in the 1990s.  40-45 of acquisitions in recent years involved cross-border transactions.  India commenced in a large way after conversion of Rupee
Why restructure?
Restructure defined   Restructuring may include company reorganisation, closure, insolvency, merger & acquisition, downsizing, externalisation and delocalisation. Restructuring is driven by several factors including a more open global economy, downturns in economic growth, an ageing population, introduction of new technologies affecting ways of working and the necessity to combat climate change and to reduce environmental impact.
When does the corporate restructure?  When a company is having trouble making payments on its debt, it will often consolidate and adjust the terms of the debt in a debt restructuring. What does it aim to restructure?   A company restructures its operations or structure by cutting costs, such as payroll, or reducing its size through the sale of assets. After a debt restructuring, the payments on debt are more manageable for the company and the likelihood of payment to bondholders increases.
Types of Restructure
Antecedents (Triggers) of Restructuring Environment Governance Restructuring Strategy Performance Financial Restructuring 14
Environmental Environmental - Competition - Takeover threats - tax motivations Governance -- Weak governance • • • • Ineffective management Complacent board Inadequate incentives Lack of ownership concentration (institutional investor activism). 15
Triggers for Re-structuring Strategy - Poor strategy or implementation Overdiversification Leverage Performance - Poor or declining performance Difference between desired and actual performance Assets are undervalued Perceived threat of takeover 16
Financial restructuring - LBOs (divisional MBOs) - Employee stock options plans (ESOPs) - Equity financed share repurchases - Targeted share repurchases (greenmail) • • • • Leveraged recapitalizations Leveraged cash-outs Leveraged share repurchases Securities swaps (debt for equity) 17
Modes of restructuring  Asset restructuring - Downsizing • • • • • Employee layoffs Mixed results 89% cite expense reduction (46% succeeded) 67% for competitive advantage (19% succeeded) Which employees leave or stay? - Downscoping • • • Divestitures (sell-offs, spin-offs, split-ups) Plant closings Liquidations 18
Divestitures (sell-offs versus spin-offs) Spin-off  Spin-off represents a pro-rata distribution of shares of a subsidiary to shareholders.  Occurs within the hierarchy.  Terms and valuation of the assets are set internally  Parent stockholders create new board  Parent can maintain ties with spun-off unit. Sell-off (De merger)  Sell-offs: Assets are sold to another firm for cash and/or securities.  Occurs outside the hierarchy.  Value determined by market forces.  Acquiring firm absorbs and governs the sold-off assets as part of its hierarchy. 19
MERGER  The aspect of corporate strategy, corporate finance and management dealing with the buying, selling and combining of different companies that can aid, finance, or help a growing company in a given industry grow rapidly without having to create another business entity.  A merger can resemble a takeover but result in a new company name (often combining the names of the original companies) and in new branding; in some cases, terming the combination a "merger" rather than an acquisition is done purely for political or marketing reasons.
Acquisitions and Restructuring  Acquisition Types: • Mergers:  Two firms join and integrate operations as co-equals.  Chrysler – Diamler Benz example. • Acquisitions:  One firm buys a controlling interest in another firm with the intent to make the other firm a division or subsidiary of the acquiring firm.  In general these agreements are friendly but do not result in a co-equal relationship.  Novell’s acquisition of German-based SuSE gives Novell an in-house source for Linux desktop and server operating systems. • Hostile Takeovers:  Acquisition bid is unsolicited.  Generally results in incumbent management being removed.  Yahoo’s takeover bid for HotJobs to thwart TMP Worldwide (a rival of Yahoo). Microsoft’s alliance with Yahoo to thwart entry of Google is NOT a merger
Rationales for Making Acquisitions Increase market power Learn and develop new capabilities Overcome entry barriers Reshape firm’s competitive scope Acquisitions Cost of new product development Increase diversification Increase speed to market Lower risk compared to developing new products
f 6o e t Pag d ou n ha Mergers Classification of Mergers  Horizontal Mergers  Vertical Merger  Market Extension Merger  Product extension Merger  Concentric Merger 23
CLASSIFICATIONS OF MERGERS Horizontal merger - Two companies that are in direct f 6o e a g o ut P nd ha  competition and share similar product lines and markets.  Vertical merger - A customer and company or a supplier and company. Think of a cone supplier merging with an ice cream maker.  Market-extension merger - Two companies that sell the same products in different markets.  Product-extension merger - Two companies selling different but related products in the same market.  Conglomeration - Two companies that have no common 24 business areas.
f 7o e a g o ut P nd ha    Distinction between Mergers and Acquisitions When one company takes over the other and the target ceases to exist. In a MERGER 2 firms of same size decide to go forward as a new company. – Merger of equals Mergers are often friendly while acquisitions are hostile - usually. 25
Top 12 Indian cross border acquisitions Sr. Acquisition Country Deal Size 1. Tata Group Acquired Corus, Oct. 2006 United Kingdom $12.98 billion 2. Bharti Airtel acquired Zain Africa, Feb 2010 Kenya $10.7 billion 3. Hindalco Industires acquired Novelis , Feb 2007 Canada $5.73 billion 4. ONGC acquired Kashagan Oilfields, November 2012 Kazakhstan $5 billion 5. ONGC acquired Imperial Energy, August 2008 United Kingdom $2.62 billion 6. Tata Motors acquired Jaguar Cars and Land Rover March 2008 United Kingdom $2.3 billion 7. Tanti Group of Companies and Arcapita Bank BSCc acquired Honiton EnergyApril 2010 China $2 billion 8. Adani Enterprises acquired Port Terminals, May 2011 Australia $1.97 billion 9. Essar Global acquired Algoma Steel, April 2007 Canada $1.79 billion 10. Reliance Industries acquires Oil & Gas Assets (Marcellus Shale), April 2007 United States $1.7 billion 11. Indian Hotels Co acquired Orient-Express Hotels, October 2012 Bermuda $1.67 billion 12. Essar Global acquired Minnesota Steel, April 2007 United States $1.65 billion
World's largest steel maker and the third richest man in the world.(after Bill Gates and Warren Buffet) world.( • • • Lakshmi Mittal :Born on June 15, 1950 at Sadulpur, in Churu district of Rajasthan, in a poor family. Mittal Steel is the largest steel maker in the world. After the merger between Mittal Steel and Arcelor which raged a big debate throughout the Europe, Laxmi Mittal current controls 10% of the global steel production The combined entity post-merger is three times the size of its nearest competitors. Kensington mansion 27
Testing the Gains of Merger  Product market test • effect of mergers directly on consumers and indirectly on stockholders of merging firms.  Stock market test. • effect of mergers directly on stockholders of merging firms and indirectly on consumers.  There is a linkage between the two. 28
Alternative ways to measure  Event Studies • compare stock prices of the firms a certain days before and after the mergers.  Regression Analysis • tax rate of return as dependant variable and Size of the firm, rate of increase in capital stock, R&D expenditures etc. as independant variables.  T Test • Paired two samples for mean 29
a yad fa uAa ? h aa yof test Logic @ Quantitative Measurement of success of merger Remarks Addition of profits of both companies after merger to be higher than any one before merger. Addition is child’s play. The synergy should drive the profit accrual much more than that. Cost of production to produce per rupee sale Economies of scale should drive the cost down due to better bargaining. Net Profit Margin Cost saving and economies of scale should drive up the profit ratio. Net Profit/Share Capital incl. Free reserves The ultimate translation of objective of any business. Net Profit + Depreciation / Capital Cash profits translate better Net Profit / Total of Balance sheet How you have managed your total assets 30
Who is this and are these acquisitions or mergers          Originated in Burma in 1890s (Mynamar) Started as moneylender but by independence entered into insurance, rubber, stockbroking, textiles. 1949 Collaborated with UK’s Tube investments to form Tube Investments of India – Bicycles Vertically integrated into tubes, strips, lamps & chains 1954 Carborandum Universal association with Carborandum USA. Later made its own Raw Material (Bauxite) mining etc. 1979 Floated Public issues to implement expansion strategies 1981 acquired EID Parry having diversified base – ceramic, confectionery, fertilisers, electronics. Turned it around. Ventured into new businesses like bio pesticides, ceramic colour, Information Technology The only Indian Company to win IMD award in 2001 for Best run Family Business. 31
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The major companies of the Group are: Carborundum Universal Limited Cholamandalam DBS Finance Limited Cholamandalam MS General Insurance Coromandel Fertilisers Limited EID Parry India Limited Tube Investments of India Limited Parry Agro Industries Limited Ambadi Enterprises Ltd Cholamandalam Distribution Services Ltd Cholamandalam Mutual Cholamandalam MS Risk Services Ltd (CMSRSL) Cholamandalam Securities Ltd Coromandel Engineering Company Ltd Kadamane Estates Company Laserwords Pvt Ltd Murugappa Morgan Thermal Ceramics Ltd Net Access India Pvt Ltd New Ambadi Estates Pvt Ltd Parry Enterprises India Ltd Parry Murray and Co Ltd Placon (India) Pvt Ltd Polutech Ltd Prodorite Anticorrosives Ltd Southern Energy Development Corporation Sterling Abrasives Ltd Wendt India Ltd 33
Problems With Acquisitions Inadequate evaluation of target High degree of Leverage Resulting firm is too large Acquisitions Managers overly focused on acquisitions Too much diversification Inability to achieve synergy Integration difficulties 34
f Shaking off Hostile 3o 1 ge outs Pa d n  Corporate Restructuring ha • Take over Shark repellents Involuntary restructuring (tender offer)  Options are similar to voluntary restructuring but more immediate.  Actions designed to thwart the takeover. - Financial • • • • Poison pills Leveraged recapitalizations Greenmail Litigation - Asset • Scorched earth defense - defensive asset restructuring • Crown jewel sales - sell sought after unit • Pac-man defense - target launches attempt to acquire bidder - Third Party • White knight defense • Other bidder (competitive bid situation) 35
Pa ha ge 1 nd 3 ou of ts Recent Indian experience 36
Valuation for takeover Book value Liabilities Rs. Cr. Assets Rs. Cr. Share Capital 100 Fixed Assets 300 Reserves 280 Investments 25 Creditors Provisions 32 Stock 5 Debtors Misc exp Total 417 Total Net Assets (100+280) = 380 10 85 7 417
Valuation for takeover Market Liabilities Rs. Cr. Assets value Rs. Cr. Share Capital 100 Fixed Assets 900 Reserves 887 Investments 12 Creditors 22 Stock Provisions 5 Debtors Misc exp Total 1014 Total Net Assets (100+887) = 987 10 85 7 1014
Valuation for takeover Market value + Brand Liabilities Rs. Cr. Assets Rs. Cr. Share Capital 100 Brand Reserves 897 Fixed Assets 900 Creditors 22 Investments 12 Provisions 5 Stock Debtors Misc exp Total 1024 Total Net Assets (100+897) = 997 10 10 85 7 1024
Valuation for takeover Market value + Brand+ adj for streamlining Rs. Cr Rs. Cr. Net asset value (prev. slide) New Machinery Less Scrap value of old 997 80 5 Net new machinery 75 Disputed debtors 12 Value offered by purchaser (89) 908
Brand Valuation (Intellectual Property Assets) 41
What is a Brand The brand is a special intangible that in many businesses is the most important asset. Brand has to be registered to hold value. Some brands have also demonstrated an astonishing Durability. The world’s most valuable brand, Coca-Cola, is more than 118 years old. Majority of the world’s most valuable brands have been around for more than 60 years. Compare this with the average life of the Corporation of 25 years. 42
Valuation of Firm or Brand? Firm Level Firm level approaches measure the brand as a financial asset. In short, a calculation is made regarding how much the brand is worth as an intangible asset. i.e. Mkt cap – (tang.assets +measurable intangible assets)= brand equity. Product Level Compare the price of a no-name or private label product to an "equivalent" branded product. The difference in price, assuming all things equal, is due to the brand Consumer Level Measure the awareness (recall and recognition) and brand image (the overall associations that the brand has). Free association tests and projective techniques are commonly used to uncover the tangible and intangible attributes, attitudes, and intentions about a brand. Brands with high levels of awareness and strong, favorable and unique associations are high equity 43 brands[.
IP as a component of IC 44
Intellectual Capital Human Capital “Technological” Skills and Competencies Relational Capital “Sociological ” Skills and Capital Organisational Capital Intellectual Property Infrastructure Capital 45
Organisational (structural) capital: examples of IP • patents • • • • • • • • copyrights design rights trade secrets trade marks service marks trade dress utility models plant & seed varieties 46
Why Value Intellectual Capital  Measurement of IC - enables a more efficient management of the company - i.e. to:  understand where value lies in the company  have a metric for assessing success and growth  provide a basis for raising finance or loans  If borrowing can only be secured against tangible assets, then knowledge-based companies will be disadvantaged in investment and growth. 47
Brand Value   Brand equity refers to the marketing effects or outcomes that accrue to a product with its brand name compared with those that would accrue if the same product did not have the brand name. The study of brand equity is increasingly popular as some marketing researchers have concluded that brands are one of the most valuable assets that a company has. 48
. Pa ha ge 1 nd 8 o ou f t Top Indian Brands of 2013 (Economic Times)
Top Global Brands of 2013 Pa ha ge 1 nd 9 o ou f t
In the beginning……    Goodwill (Nestlé’s purchase of Rowntree, Grand Metropolitan pur. of Pilsbury) • Did not qualify for lending • Had to be amortized • Drained P & L • Residual assets lower than at takeover M i UK & France left grey areas 80 d ’s • Reckitt & Colman (UK)put a value on its balance sheet for the Airwick brand 19 88 First brand independent valuation • Rank Hovis McDougall (RHM) defensive tactics to thwart takeover by Goodman Fielder Wattie (GFW).  In 1989 London Stock Exchange endorsed concept of brand valuation as used by RHM in class test for 51 shareholder approval during take-overs
Accounting concerns     Is the intangible asset clearly identifiable Does the company hold an unambiguous title to the asset Could the intangible asset be sold separately from the business Does the intangible give rise to a “premium” not earned by other companies? 52
Tangibility and Separability: the Spectrum of Assets Separable Wholly tangible (i.e. machine tool) Not separable Highly intangible (i.e. goodwill) 53
Accounting approaches to valuation  Cost based valuation  historical creation cost - how much did it cost to create?  current recreation cost - how much would it cost to recreate an identical intangible?   Market based valuation - evidence from sale or purchase of similar assets (i.e. individual brands, branded divisions or whole companies) Income based valuation looks at the stream of income attributable to the intangible asset, based on:  historical earnings (i.e. multiple of earnings)  expected future earnings (i.e. discounted cash flow) 54
Financial Valuation break-up Cost Based Comparables Financial Approach Premium Price 55
Cost Based   aggregation of all historic costs incurred Or replacement costs required in bringing the brand to its current state Brand cost=Dev.Cost + Mktng +Advert.+ Comm. +Others. Disadvantage There is NO Direct correlation between financial investment made & value added. 56
Comparables Compare the price of a no-name or private label product to an "equivalent" branded product. The difference in price, assuming all things equal, is due to the brand & &   Comparable? Comparable? Interesting cross-check Never be relied on solely for valuing brands 57
Premium Price  The value is calculated as the net present value of future price premiums that a branded product would command over an unbranded or generic equivalent. Brand cost=NPV (Target Brand price-Other Brand price) d isa D n va e ag t Primary purpose of many brands ≠ price premium but rather to secure the highest level of future demand. The value generation of these brands lies in securing future volumes rather than securing a premium price. 58
Introduction to principles of Mergers & Acquisitions
 50/50  Is CID Most Wanted one of the popular TV shows, a brand? A : No B: Yes C : It is not a product or a service so it is not a brand D : It cannot be sold therefore it is not a brand
Introduction to principles of Mergers & Acquisitions
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Cost Based Brand cost=Dev.Cost + Mktng +Advert.+ Comm. +Others. Description Cost of formula (20,000 X 62) Rs. In lacs Rs. In lacs 12.40 Advertising (2 crores X 3) 600.00 POS Cost 100.00 TOTAL BRAND COST 712.40 Cost Based estimate = Rs. 712 lacs 63
Comparables Compare the price of a no-name or private label product to an "equivalent" branded product. The difference in price, assuming all things equal, is due to the brand Description calculation Difference in price 12 – 10 Difference in monthly units sold 300– 40 (000) Premium monthly sales 2,60,000 X 2 Premium annual sales Rs. 5,20,000 X 12 Premium sales for 5 years Rs. 62,40,000 X 5 Rs. /Nos 2 2,60,000 Rs. 5,20,000 Rs. 62,40,000 Rs. 312 lacs Comparables based estimate = Rs. 312 lacs Do you not think that the sales over the next five years should be calculated at the present value? 64
Premium Price Comparables Calculate the present value (PV) of future cash flows for a justified as well as a balanced perspective. Rate of PV may be debatable. Let us take it at 9% being the average expected inflation rate Brand cost=NPV (Target Brand price-Other Brand price) Year 1 2 3 4 5 Premium Sales Rs. In Lacs 62.40 62.40 62.40 62.40 62.40 PV @ 9% PV X Sales Rs. In Lacs 1.09 1.19 1.30 1.41 1.54 Total Premium Price Estimated Rs. 417.38 lacs 68.02 74.26 81.12 87.98 96.10 417.38 65
Interbrand Methodology
Income approach Relief-from-Royalty Method Step 1 Step 2 Step 3 Step 4 Step 5  Estimate revenues attributable to the IP over its economic life.  Estimate of an arm's length royalty rate be paid for the use of comparable IP.  Apply concluded royalty rate to the projected sales of the brand over its economic life.  Apply an appropriate cash tax charge in each period to estimate the after tax royalty savings.  Discount to present value the after tax royalty savings stream. Easy and common, but can be misleading if not applied carefully
Royalty rate determinants          Excess operating profit attributable to the brand Market comparable royalty rates The nature of the licence The strength and importance of this intangible asset The geographical scope of the licence The need for both parties to secure a satisfactory return The probable level of continuing sales The commercial obligations undertaken The relative negotiating strengths of each party
Acquisition / Merger Impact on the Stock Exchange
Acquisition of Stock (Equity) Example -- Company A will acquire Company B with shares of common stock. All amounts in Rs. Present earnings (PAT) Shares outstanding Earnings per share Price per share Price / earnings ratio Acquirer Co. Target Co. 2,00,00,000 50,00,000 50,00,000 20,00,000 4.00 2.50 64.00 30.00 16 12
Exchange ratio determination Assuming Target company has accepted offer of Rs. 35 per share Merged Company Total Earnings (Add both company earnings) Shares outstanding 2,50,00,000 60,93,750 50,00,000 + 10,93,750* Earnings per share 4.10 Exchange ratio = Rs.35 / Rs.64 = .546875 * New shares from exchange = .546875 x 20,00,000 = 10,93,750
Impact on shareholders  The shareholders of Company A will experience an increase in earnings per share because of the acquisition [Rs.4.10 post-merger EPS versus Rs. 4.00 pre-merger EPS].  The shareholders of Company B will experience a decrease in earnings per share because of the acquisition [.546875 x Rs.4.10 = Rs.2.24 post-merger EPS versus Rs.2.50 pre-merger EPS].
Exchange ratio determination Assuming Target company has accepted offer of Rs. 45 per share Merged Company Total Earnings (Add both company earnings) Shares outstanding 2,50,00,000 64,06,250 50,00,000 + 14,06,250* Earnings per share 3.90 Exchange ratio = Rs.45 / Rs.64 = .703125 * New shares from exchange = .703125 x 20,00,000 = 14,06,250
Impact on shareholders  The shareholders of Company A will experience a decrease in earnings per share because of the acquisition [Rs. .90 post-merger EPS versus Rs. 4.00 pre-merger EPS].  The shareholders of Company B will experience an increase in earnings per share because of the acquisition [.703125 x Rs.4.10 = Rs.2.88 post-merger EPS versus Rs.2.50 premerger EPS].
  Merger decisions should not be made without considering the long-term consequences. The possibility of future earnings growth may outweigh the immediate dilution of earnings. Expected EPS (Rs.) What about EPS With the merger Equal Without the merger Time in the Future (years) Initially, EPS is less with the merger. Eventually, EPS is greater with the merger.
Ratio of exchange of market price. Market price per share of the acquiring company X Number of shares offered by the acquiring company for each share of the acquired company Market price per share of the acquired company  If the ratio is less than or nearly equal to 1, the shareholders of the acquired firm are not likely to have a monetary incentive to accept the merger offer from the acquiring firm.
What is LBO Leveraged Buy-out is a Company Acquisition Method  A LBO is a company acquisition method by which a business can seek to takeover another company or at least gain a controlling interest in that company. Special about leveraged buy-outs is that the corporation that is buying the other business borrows a significant amount of money to pay for (the majority of) the purchase price (usually over 70% or more of the total purchase price).   The debt which has been incurred is secured against the assets of the business being purchased. Interest payments on the loan will be paid from the popular future cash-flow of the acquired company. in the 1980s,
LBO Defined     A leveraged buyout (or LBO, or highly-leveraged transaction (HLT), or "bootstrap" transaction) occurs when a financial sponsor acquires a controlling interest in a company's equity and where a significant percentage of the purchase price is financed through leverage (borrowing). The assets of the acquired company are used as collateral for the borrowed capital, sometimes with assets of the acquiring company. The bonds or other paper issued for leveraged buyouts are commonly considered not to be investment grade because of the significant risks involved.
Figurative representation of LBO
Normal targets of LBOs  Low existing debt loads;  A multi-year history of stable and recurring cash flows;  Hard assets (property, plant and equipment, inventory, receivables) that may be used as collateral for lower cost secured debt;  The potential for new management to make operational or other improvements to the firm to boost cash flows;  Market conditions and perceptions that depress the valuation or stock price.
Rationale   The use of debt increases (leverages) the financial return to the private equity sponsor. As the debt in an LBO has a relatively fixed, albeit high, cost of capital, any returns in excess of this cost of capital flow through to the equity. The tax shield of the acquisition debt.
Advantages of LBO 1. 2. 3. 4. 5. Low capital or cash requirement for the acquiring entity Synergy gains, by expanding operations outside own industry or business, Efficiency gains by eliminating the value-destroying effects of excessive diversification, Improved Leadership and Management. Takeovers weed out or discipline rogue managers. Leveraging: as the debt ratio increases, the equity portion of the acquisition financing shrinks to a level at which a private equity firm can acquire a company by putting up anywhere from 20-40% of the total purchase price.
Weakness of LBO 1. 2. 3. 4. 5. 6. Exploiting wealth of third party Interest payments are tax deductible so Government looses on revenue Risk of management and shareholder confrontation will impair the success of the LBO. Risk is effectively transferred to the Financer who has only interest compensation for the risk; making the equation unfair. Most of the LBOs were for asset stripping which is frowned upon by mature corporate. Structuring a LBO document for a financer is difficult in the Indian Legal Environment.
Thank you

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Introduction to principles of Mergers & Acquisitions

  • 1. Corporatisation of Non Corporate Entity, Conversion of Proprietary Concern & Partnership to Company and Corporate restructuring by CA. Nitant Trilokekar nitanttrilokekar@yahoo.com
  • 2. Why convert to Company       Limited liability (exp to Bankers) Greater borrowing power Market profile Internal settlement Employee stability new technology organisations Vehicle for acquisitions and mergers
  • 3. Procedure for Conversion of partnership firm into company The firm may be converted into a company by following the provisions of Part IX of the Companies Act, 1956 Sections 565 to 581 prescribes the law and procedure Advantage : business can be run under the same name Incorporate a company which can legally take over the business of the firm and continue the same business under Part IX of the Companies Act, 1956
  • 4. Key Conditions     All partners of the partnership firm shall become shareholders of the company in the same proportion in which their capital accounts stood in the books of the firm on the date of the conversion. The partners receive consideration only by way of allotment of shares in company and The partners share holding in the company in aggregate is 50% or more of its total voting power and continue to be as such for 5 years from the date of conversion.
  • 5. Key Requirements      Minimum Share Capital shall be Rs. 100,000 (INR One Lac) for conversion into a Private Limited Company Minimum Share Capital shall be Rs. 500,000 (INR five Lac) for conversion into a Public Limited Co. If the above requirement is not fulfilled by the firm, then the Partnership deed should be altered Minimum 7 Shareholders Minimum 2 Directors (for Private Limited Co.) and 3 Directors (for Public Limited Co.) The directors and shareholders can be same person DIN (Director Identification Number) for all the Directors DSC (Digital Signature Certificate) for two of the Directors
  • 6. Key Benefits        Automatic Transfer All the assets and liabilities of the firm immediately before the conversion become the assets and liabilities of the company. No Stamp Duty No instrument of transfer is required to be executed and hence no stamp duty is required to be paid. No Capital Gain Tax Continuation of Brand Value Carry Forward and Set off Losses and Unabsorbed Depreciation
  • 7. STEPS FOR INCORPORATION OF COMPANY UNDER PART IX  Partner’s meeting • • • Ascent of majority not less than 3/4 Authorize one or more partners Execute a supplementary Partnership Deed to      atleast 7 partners registered with the Registrar of Firms fixed capital provision of converting a firm into company agreement by the partners to convert the partnership to a company. • Execute a settlement deed.
  • 9. Acquisitions and Restructuring  Very popular strategy during the 20 th Century.  55,000 acquisitions in the 1980s worth $1.3 trillion.  Pace of acquisitions picked up in the 1990s.  40-45 of acquisitions in recent years involved cross-border transactions.  India commenced in a large way after conversion of Rupee
  • 11. Restructure defined   Restructuring may include company reorganisation, closure, insolvency, merger & acquisition, downsizing, externalisation and delocalisation. Restructuring is driven by several factors including a more open global economy, downturns in economic growth, an ageing population, introduction of new technologies affecting ways of working and the necessity to combat climate change and to reduce environmental impact.
  • 12. When does the corporate restructure?  When a company is having trouble making payments on its debt, it will often consolidate and adjust the terms of the debt in a debt restructuring. What does it aim to restructure?   A company restructures its operations or structure by cutting costs, such as payroll, or reducing its size through the sale of assets. After a debt restructuring, the payments on debt are more manageable for the company and the likelihood of payment to bondholders increases.
  • 14. Antecedents (Triggers) of Restructuring Environment Governance Restructuring Strategy Performance Financial Restructuring 14
  • 15. Environmental Environmental - Competition - Takeover threats - tax motivations Governance -- Weak governance • • • • Ineffective management Complacent board Inadequate incentives Lack of ownership concentration (institutional investor activism). 15
  • 16. Triggers for Re-structuring Strategy - Poor strategy or implementation Overdiversification Leverage Performance - Poor or declining performance Difference between desired and actual performance Assets are undervalued Perceived threat of takeover 16
  • 17. Financial restructuring - LBOs (divisional MBOs) - Employee stock options plans (ESOPs) - Equity financed share repurchases - Targeted share repurchases (greenmail) • • • • Leveraged recapitalizations Leveraged cash-outs Leveraged share repurchases Securities swaps (debt for equity) 17
  • 18. Modes of restructuring  Asset restructuring - Downsizing • • • • • Employee layoffs Mixed results 89% cite expense reduction (46% succeeded) 67% for competitive advantage (19% succeeded) Which employees leave or stay? - Downscoping • • • Divestitures (sell-offs, spin-offs, split-ups) Plant closings Liquidations 18
  • 19. Divestitures (sell-offs versus spin-offs) Spin-off  Spin-off represents a pro-rata distribution of shares of a subsidiary to shareholders.  Occurs within the hierarchy.  Terms and valuation of the assets are set internally  Parent stockholders create new board  Parent can maintain ties with spun-off unit. Sell-off (De merger)  Sell-offs: Assets are sold to another firm for cash and/or securities.  Occurs outside the hierarchy.  Value determined by market forces.  Acquiring firm absorbs and governs the sold-off assets as part of its hierarchy. 19
  • 20. MERGER  The aspect of corporate strategy, corporate finance and management dealing with the buying, selling and combining of different companies that can aid, finance, or help a growing company in a given industry grow rapidly without having to create another business entity.  A merger can resemble a takeover but result in a new company name (often combining the names of the original companies) and in new branding; in some cases, terming the combination a "merger" rather than an acquisition is done purely for political or marketing reasons.
  • 21. Acquisitions and Restructuring  Acquisition Types: • Mergers:  Two firms join and integrate operations as co-equals.  Chrysler – Diamler Benz example. • Acquisitions:  One firm buys a controlling interest in another firm with the intent to make the other firm a division or subsidiary of the acquiring firm.  In general these agreements are friendly but do not result in a co-equal relationship.  Novell’s acquisition of German-based SuSE gives Novell an in-house source for Linux desktop and server operating systems. • Hostile Takeovers:  Acquisition bid is unsolicited.  Generally results in incumbent management being removed.  Yahoo’s takeover bid for HotJobs to thwart TMP Worldwide (a rival of Yahoo). Microsoft’s alliance with Yahoo to thwart entry of Google is NOT a merger
  • 22. Rationales for Making Acquisitions Increase market power Learn and develop new capabilities Overcome entry barriers Reshape firm’s competitive scope Acquisitions Cost of new product development Increase diversification Increase speed to market Lower risk compared to developing new products
  • 23. f 6o e t Pag d ou n ha Mergers Classification of Mergers  Horizontal Mergers  Vertical Merger  Market Extension Merger  Product extension Merger  Concentric Merger 23
  • 24. CLASSIFICATIONS OF MERGERS Horizontal merger - Two companies that are in direct f 6o e a g o ut P nd ha  competition and share similar product lines and markets.  Vertical merger - A customer and company or a supplier and company. Think of a cone supplier merging with an ice cream maker.  Market-extension merger - Two companies that sell the same products in different markets.  Product-extension merger - Two companies selling different but related products in the same market.  Conglomeration - Two companies that have no common 24 business areas.
  • 25. f 7o e a g o ut P nd ha    Distinction between Mergers and Acquisitions When one company takes over the other and the target ceases to exist. In a MERGER 2 firms of same size decide to go forward as a new company. – Merger of equals Mergers are often friendly while acquisitions are hostile - usually. 25
  • 26. Top 12 Indian cross border acquisitions Sr. Acquisition Country Deal Size 1. Tata Group Acquired Corus, Oct. 2006 United Kingdom $12.98 billion 2. Bharti Airtel acquired Zain Africa, Feb 2010 Kenya $10.7 billion 3. Hindalco Industires acquired Novelis , Feb 2007 Canada $5.73 billion 4. ONGC acquired Kashagan Oilfields, November 2012 Kazakhstan $5 billion 5. ONGC acquired Imperial Energy, August 2008 United Kingdom $2.62 billion 6. Tata Motors acquired Jaguar Cars and Land Rover March 2008 United Kingdom $2.3 billion 7. Tanti Group of Companies and Arcapita Bank BSCc acquired Honiton EnergyApril 2010 China $2 billion 8. Adani Enterprises acquired Port Terminals, May 2011 Australia $1.97 billion 9. Essar Global acquired Algoma Steel, April 2007 Canada $1.79 billion 10. Reliance Industries acquires Oil & Gas Assets (Marcellus Shale), April 2007 United States $1.7 billion 11. Indian Hotels Co acquired Orient-Express Hotels, October 2012 Bermuda $1.67 billion 12. Essar Global acquired Minnesota Steel, April 2007 United States $1.65 billion
  • 27. World's largest steel maker and the third richest man in the world.(after Bill Gates and Warren Buffet) world.( • • • Lakshmi Mittal :Born on June 15, 1950 at Sadulpur, in Churu district of Rajasthan, in a poor family. Mittal Steel is the largest steel maker in the world. After the merger between Mittal Steel and Arcelor which raged a big debate throughout the Europe, Laxmi Mittal current controls 10% of the global steel production The combined entity post-merger is three times the size of its nearest competitors. Kensington mansion 27
  • 28. Testing the Gains of Merger  Product market test • effect of mergers directly on consumers and indirectly on stockholders of merging firms.  Stock market test. • effect of mergers directly on stockholders of merging firms and indirectly on consumers.  There is a linkage between the two. 28
  • 29. Alternative ways to measure  Event Studies • compare stock prices of the firms a certain days before and after the mergers.  Regression Analysis • tax rate of return as dependant variable and Size of the firm, rate of increase in capital stock, R&D expenditures etc. as independant variables.  T Test • Paired two samples for mean 29
  • 30. a yad fa uAa ? h aa yof test Logic @ Quantitative Measurement of success of merger Remarks Addition of profits of both companies after merger to be higher than any one before merger. Addition is child’s play. The synergy should drive the profit accrual much more than that. Cost of production to produce per rupee sale Economies of scale should drive the cost down due to better bargaining. Net Profit Margin Cost saving and economies of scale should drive up the profit ratio. Net Profit/Share Capital incl. Free reserves The ultimate translation of objective of any business. Net Profit + Depreciation / Capital Cash profits translate better Net Profit / Total of Balance sheet How you have managed your total assets 30
  • 31. Who is this and are these acquisitions or mergers          Originated in Burma in 1890s (Mynamar) Started as moneylender but by independence entered into insurance, rubber, stockbroking, textiles. 1949 Collaborated with UK’s Tube investments to form Tube Investments of India – Bicycles Vertically integrated into tubes, strips, lamps & chains 1954 Carborandum Universal association with Carborandum USA. Later made its own Raw Material (Bauxite) mining etc. 1979 Floated Public issues to implement expansion strategies 1981 acquired EID Parry having diversified base – ceramic, confectionery, fertilisers, electronics. Turned it around. Ventured into new businesses like bio pesticides, ceramic colour, Information Technology The only Indian Company to win IMD award in 2001 for Best run Family Business. 31
  • 32. 32
  • 33. The major companies of the Group are: Carborundum Universal Limited Cholamandalam DBS Finance Limited Cholamandalam MS General Insurance Coromandel Fertilisers Limited EID Parry India Limited Tube Investments of India Limited Parry Agro Industries Limited Ambadi Enterprises Ltd Cholamandalam Distribution Services Ltd Cholamandalam Mutual Cholamandalam MS Risk Services Ltd (CMSRSL) Cholamandalam Securities Ltd Coromandel Engineering Company Ltd Kadamane Estates Company Laserwords Pvt Ltd Murugappa Morgan Thermal Ceramics Ltd Net Access India Pvt Ltd New Ambadi Estates Pvt Ltd Parry Enterprises India Ltd Parry Murray and Co Ltd Placon (India) Pvt Ltd Polutech Ltd Prodorite Anticorrosives Ltd Southern Energy Development Corporation Sterling Abrasives Ltd Wendt India Ltd 33
  • 34. Problems With Acquisitions Inadequate evaluation of target High degree of Leverage Resulting firm is too large Acquisitions Managers overly focused on acquisitions Too much diversification Inability to achieve synergy Integration difficulties 34
  • 35. f Shaking off Hostile 3o 1 ge outs Pa d n  Corporate Restructuring ha • Take over Shark repellents Involuntary restructuring (tender offer)  Options are similar to voluntary restructuring but more immediate.  Actions designed to thwart the takeover. - Financial • • • • Poison pills Leveraged recapitalizations Greenmail Litigation - Asset • Scorched earth defense - defensive asset restructuring • Crown jewel sales - sell sought after unit • Pac-man defense - target launches attempt to acquire bidder - Third Party • White knight defense • Other bidder (competitive bid situation) 35
  • 36. Pa ha ge 1 nd 3 ou of ts Recent Indian experience 36
  • 37. Valuation for takeover Book value Liabilities Rs. Cr. Assets Rs. Cr. Share Capital 100 Fixed Assets 300 Reserves 280 Investments 25 Creditors Provisions 32 Stock 5 Debtors Misc exp Total 417 Total Net Assets (100+280) = 380 10 85 7 417
  • 38. Valuation for takeover Market Liabilities Rs. Cr. Assets value Rs. Cr. Share Capital 100 Fixed Assets 900 Reserves 887 Investments 12 Creditors 22 Stock Provisions 5 Debtors Misc exp Total 1014 Total Net Assets (100+887) = 987 10 85 7 1014
  • 39. Valuation for takeover Market value + Brand Liabilities Rs. Cr. Assets Rs. Cr. Share Capital 100 Brand Reserves 897 Fixed Assets 900 Creditors 22 Investments 12 Provisions 5 Stock Debtors Misc exp Total 1024 Total Net Assets (100+897) = 997 10 10 85 7 1024
  • 40. Valuation for takeover Market value + Brand+ adj for streamlining Rs. Cr Rs. Cr. Net asset value (prev. slide) New Machinery Less Scrap value of old 997 80 5 Net new machinery 75 Disputed debtors 12 Value offered by purchaser (89) 908
  • 42. What is a Brand The brand is a special intangible that in many businesses is the most important asset. Brand has to be registered to hold value. Some brands have also demonstrated an astonishing Durability. The world’s most valuable brand, Coca-Cola, is more than 118 years old. Majority of the world’s most valuable brands have been around for more than 60 years. Compare this with the average life of the Corporation of 25 years. 42
  • 43. Valuation of Firm or Brand? Firm Level Firm level approaches measure the brand as a financial asset. In short, a calculation is made regarding how much the brand is worth as an intangible asset. i.e. Mkt cap – (tang.assets +measurable intangible assets)= brand equity. Product Level Compare the price of a no-name or private label product to an "equivalent" branded product. The difference in price, assuming all things equal, is due to the brand Consumer Level Measure the awareness (recall and recognition) and brand image (the overall associations that the brand has). Free association tests and projective techniques are commonly used to uncover the tangible and intangible attributes, attitudes, and intentions about a brand. Brands with high levels of awareness and strong, favorable and unique associations are high equity 43 brands[.
  • 44. IP as a component of IC 44
  • 45. Intellectual Capital Human Capital “Technological” Skills and Competencies Relational Capital “Sociological ” Skills and Capital Organisational Capital Intellectual Property Infrastructure Capital 45
  • 46. Organisational (structural) capital: examples of IP • patents • • • • • • • • copyrights design rights trade secrets trade marks service marks trade dress utility models plant & seed varieties 46
  • 47. Why Value Intellectual Capital  Measurement of IC - enables a more efficient management of the company - i.e. to:  understand where value lies in the company  have a metric for assessing success and growth  provide a basis for raising finance or loans  If borrowing can only be secured against tangible assets, then knowledge-based companies will be disadvantaged in investment and growth. 47
  • 48. Brand Value   Brand equity refers to the marketing effects or outcomes that accrue to a product with its brand name compared with those that would accrue if the same product did not have the brand name. The study of brand equity is increasingly popular as some marketing researchers have concluded that brands are one of the most valuable assets that a company has. 48
  • 49. . Pa ha ge 1 nd 8 o ou f t Top Indian Brands of 2013 (Economic Times)
  • 50. Top Global Brands of 2013 Pa ha ge 1 nd 9 o ou f t
  • 51. In the beginning……    Goodwill (Nestlé’s purchase of Rowntree, Grand Metropolitan pur. of Pilsbury) • Did not qualify for lending • Had to be amortized • Drained P & L • Residual assets lower than at takeover M i UK & France left grey areas 80 d ’s • Reckitt & Colman (UK)put a value on its balance sheet for the Airwick brand 19 88 First brand independent valuation • Rank Hovis McDougall (RHM) defensive tactics to thwart takeover by Goodman Fielder Wattie (GFW).  In 1989 London Stock Exchange endorsed concept of brand valuation as used by RHM in class test for 51 shareholder approval during take-overs
  • 52. Accounting concerns     Is the intangible asset clearly identifiable Does the company hold an unambiguous title to the asset Could the intangible asset be sold separately from the business Does the intangible give rise to a “premium” not earned by other companies? 52
  • 53. Tangibility and Separability: the Spectrum of Assets Separable Wholly tangible (i.e. machine tool) Not separable Highly intangible (i.e. goodwill) 53
  • 54. Accounting approaches to valuation  Cost based valuation  historical creation cost - how much did it cost to create?  current recreation cost - how much would it cost to recreate an identical intangible?   Market based valuation - evidence from sale or purchase of similar assets (i.e. individual brands, branded divisions or whole companies) Income based valuation looks at the stream of income attributable to the intangible asset, based on:  historical earnings (i.e. multiple of earnings)  expected future earnings (i.e. discounted cash flow) 54
  • 55. Financial Valuation break-up Cost Based Comparables Financial Approach Premium Price 55
  • 56. Cost Based   aggregation of all historic costs incurred Or replacement costs required in bringing the brand to its current state Brand cost=Dev.Cost + Mktng +Advert.+ Comm. +Others. Disadvantage There is NO Direct correlation between financial investment made & value added. 56
  • 57. Comparables Compare the price of a no-name or private label product to an "equivalent" branded product. The difference in price, assuming all things equal, is due to the brand & &   Comparable? Comparable? Interesting cross-check Never be relied on solely for valuing brands 57
  • 58. Premium Price  The value is calculated as the net present value of future price premiums that a branded product would command over an unbranded or generic equivalent. Brand cost=NPV (Target Brand price-Other Brand price) d isa D n va e ag t Primary purpose of many brands ≠ price premium but rather to secure the highest level of future demand. The value generation of these brands lies in securing future volumes rather than securing a premium price. 58
  • 60.  50/50  Is CID Most Wanted one of the popular TV shows, a brand? A : No B: Yes C : It is not a product or a service so it is not a brand D : It cannot be sold therefore it is not a brand
  • 62. 62
  • 63. Cost Based Brand cost=Dev.Cost + Mktng +Advert.+ Comm. +Others. Description Cost of formula (20,000 X 62) Rs. In lacs Rs. In lacs 12.40 Advertising (2 crores X 3) 600.00 POS Cost 100.00 TOTAL BRAND COST 712.40 Cost Based estimate = Rs. 712 lacs 63
  • 64. Comparables Compare the price of a no-name or private label product to an "equivalent" branded product. The difference in price, assuming all things equal, is due to the brand Description calculation Difference in price 12 – 10 Difference in monthly units sold 300– 40 (000) Premium monthly sales 2,60,000 X 2 Premium annual sales Rs. 5,20,000 X 12 Premium sales for 5 years Rs. 62,40,000 X 5 Rs. /Nos 2 2,60,000 Rs. 5,20,000 Rs. 62,40,000 Rs. 312 lacs Comparables based estimate = Rs. 312 lacs Do you not think that the sales over the next five years should be calculated at the present value? 64
  • 65. Premium Price Comparables Calculate the present value (PV) of future cash flows for a justified as well as a balanced perspective. Rate of PV may be debatable. Let us take it at 9% being the average expected inflation rate Brand cost=NPV (Target Brand price-Other Brand price) Year 1 2 3 4 5 Premium Sales Rs. In Lacs 62.40 62.40 62.40 62.40 62.40 PV @ 9% PV X Sales Rs. In Lacs 1.09 1.19 1.30 1.41 1.54 Total Premium Price Estimated Rs. 417.38 lacs 68.02 74.26 81.12 87.98 96.10 417.38 65
  • 67. Income approach Relief-from-Royalty Method Step 1 Step 2 Step 3 Step 4 Step 5  Estimate revenues attributable to the IP over its economic life.  Estimate of an arm's length royalty rate be paid for the use of comparable IP.  Apply concluded royalty rate to the projected sales of the brand over its economic life.  Apply an appropriate cash tax charge in each period to estimate the after tax royalty savings.  Discount to present value the after tax royalty savings stream. Easy and common, but can be misleading if not applied carefully
  • 68. Royalty rate determinants          Excess operating profit attributable to the brand Market comparable royalty rates The nature of the licence The strength and importance of this intangible asset The geographical scope of the licence The need for both parties to secure a satisfactory return The probable level of continuing sales The commercial obligations undertaken The relative negotiating strengths of each party
  • 69. Acquisition / Merger Impact on the Stock Exchange
  • 70. Acquisition of Stock (Equity) Example -- Company A will acquire Company B with shares of common stock. All amounts in Rs. Present earnings (PAT) Shares outstanding Earnings per share Price per share Price / earnings ratio Acquirer Co. Target Co. 2,00,00,000 50,00,000 50,00,000 20,00,000 4.00 2.50 64.00 30.00 16 12
  • 71. Exchange ratio determination Assuming Target company has accepted offer of Rs. 35 per share Merged Company Total Earnings (Add both company earnings) Shares outstanding 2,50,00,000 60,93,750 50,00,000 + 10,93,750* Earnings per share 4.10 Exchange ratio = Rs.35 / Rs.64 = .546875 * New shares from exchange = .546875 x 20,00,000 = 10,93,750
  • 72. Impact on shareholders  The shareholders of Company A will experience an increase in earnings per share because of the acquisition [Rs.4.10 post-merger EPS versus Rs. 4.00 pre-merger EPS].  The shareholders of Company B will experience a decrease in earnings per share because of the acquisition [.546875 x Rs.4.10 = Rs.2.24 post-merger EPS versus Rs.2.50 pre-merger EPS].
  • 73. Exchange ratio determination Assuming Target company has accepted offer of Rs. 45 per share Merged Company Total Earnings (Add both company earnings) Shares outstanding 2,50,00,000 64,06,250 50,00,000 + 14,06,250* Earnings per share 3.90 Exchange ratio = Rs.45 / Rs.64 = .703125 * New shares from exchange = .703125 x 20,00,000 = 14,06,250
  • 74. Impact on shareholders  The shareholders of Company A will experience a decrease in earnings per share because of the acquisition [Rs. .90 post-merger EPS versus Rs. 4.00 pre-merger EPS].  The shareholders of Company B will experience an increase in earnings per share because of the acquisition [.703125 x Rs.4.10 = Rs.2.88 post-merger EPS versus Rs.2.50 premerger EPS].
  • 75.   Merger decisions should not be made without considering the long-term consequences. The possibility of future earnings growth may outweigh the immediate dilution of earnings. Expected EPS (Rs.) What about EPS With the merger Equal Without the merger Time in the Future (years) Initially, EPS is less with the merger. Eventually, EPS is greater with the merger.
  • 76. Ratio of exchange of market price. Market price per share of the acquiring company X Number of shares offered by the acquiring company for each share of the acquired company Market price per share of the acquired company  If the ratio is less than or nearly equal to 1, the shareholders of the acquired firm are not likely to have a monetary incentive to accept the merger offer from the acquiring firm.
  • 77. What is LBO Leveraged Buy-out is a Company Acquisition Method  A LBO is a company acquisition method by which a business can seek to takeover another company or at least gain a controlling interest in that company. Special about leveraged buy-outs is that the corporation that is buying the other business borrows a significant amount of money to pay for (the majority of) the purchase price (usually over 70% or more of the total purchase price).   The debt which has been incurred is secured against the assets of the business being purchased. Interest payments on the loan will be paid from the popular future cash-flow of the acquired company. in the 1980s,
  • 78. LBO Defined     A leveraged buyout (or LBO, or highly-leveraged transaction (HLT), or "bootstrap" transaction) occurs when a financial sponsor acquires a controlling interest in a company's equity and where a significant percentage of the purchase price is financed through leverage (borrowing). The assets of the acquired company are used as collateral for the borrowed capital, sometimes with assets of the acquiring company. The bonds or other paper issued for leveraged buyouts are commonly considered not to be investment grade because of the significant risks involved.
  • 80. Normal targets of LBOs  Low existing debt loads;  A multi-year history of stable and recurring cash flows;  Hard assets (property, plant and equipment, inventory, receivables) that may be used as collateral for lower cost secured debt;  The potential for new management to make operational or other improvements to the firm to boost cash flows;  Market conditions and perceptions that depress the valuation or stock price.
  • 81. Rationale   The use of debt increases (leverages) the financial return to the private equity sponsor. As the debt in an LBO has a relatively fixed, albeit high, cost of capital, any returns in excess of this cost of capital flow through to the equity. The tax shield of the acquisition debt.
  • 82. Advantages of LBO 1. 2. 3. 4. 5. Low capital or cash requirement for the acquiring entity Synergy gains, by expanding operations outside own industry or business, Efficiency gains by eliminating the value-destroying effects of excessive diversification, Improved Leadership and Management. Takeovers weed out or discipline rogue managers. Leveraging: as the debt ratio increases, the equity portion of the acquisition financing shrinks to a level at which a private equity firm can acquire a company by putting up anywhere from 20-40% of the total purchase price.
  • 83. Weakness of LBO 1. 2. 3. 4. 5. 6. Exploiting wealth of third party Interest payments are tax deductible so Government looses on revenue Risk of management and shareholder confrontation will impair the success of the LBO. Risk is effectively transferred to the Financer who has only interest compensation for the risk; making the equation unfair. Most of the LBOs were for asset stripping which is frowned upon by mature corporate. Structuring a LBO document for a financer is difficult in the Indian Legal Environment.

Editor's Notes

  • #35: Problems In Achieving Acquisition Success (Discussed on pp. 249) Research suggests that about 20% of all M&A are successful, 60% produce disappointing results, and the last 20% are clear failures. Successful acquisitions demand a well-conceived strategy, avoiding paying too high a premium, and an effective integration process. As shown in Figure 8.1, several problems may prevent successful acquisitions. Integration is complex and involves a large number of activities. For instance, Intel acquired (DEC) Digital Equipment Corporation’s semiconductors division. Successful integration was crucial—on the day Intel began to merge the acquired division into its operations, hundreds of employees working in dozens of different countries needed to complete 6,000 deliverables.