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© 2004 by Nelson, a division of Thomson Canada Limited
Chapter 20:Corporate Restructuring
Contemporary Financial Management
© 2004 by Nelson, a division of Thomson Canada Limited2
Introduction
This chapter focuses on forms of corporate restructuring, including external expansion (mergers) and business failure (bankruptcy).
© 2004 by Nelson, a division of Thomson Canada Limited3
Types of Combinations
Merger (or Acquisition) Vertical Horizontal Conglomerate
• Geographic market• Product extension• Pure
Consolidation Holding company Joint venture
© 2004 by Nelson, a division of Thomson Canada Limited4
Leveraged Buyout (LBO)
Buyer borrows most of the purchase price
Purchased assets used as collateral
Buyers frequently are the managers
Anticipated cash flows to service debt
Reasonable ROI
Sell assets to pay off debt
© 2004 by Nelson, a division of Thomson Canada Limited5
Types of Mergers
Share Purchase
Acquiring company buys the stock of the target company.
Assumes liabilities of the acquired firm
© 2004 by Nelson, a division of Thomson Canada Limited6
Types of Mergers
Asset Purchase
Acquiring company buys assets of target company
NO assumption of liabilities
© 2004 by Nelson, a division of Thomson Canada Limited7
Types of Mergers
Tender Offer/Hostile Takeover
Purchase the common stock of the target company
Offering price is greater than the market price• Induce shareholders to sell
© 2004 by Nelson, a division of Thomson Canada Limited8
What Happens After a Merger?
Divestitures Part of the company sold for cash Spin-off Equity carve-out
Restructurings Operational Financial
© 2004 by Nelson, a division of Thomson Canada Limited9
Popularity of Restructuring
Failure of internal control mechanisms Unproductive investment Organizational inefficiencies
Large active investors
Available financing
Long economic expansion Increased revenues Increased asset values
© 2004 by Nelson, a division of Thomson Canada Limited10
Anti-Takeover Measures
Staggering board
Golden parachutes
Supermajority rule
Poison pills
White knight
Standstill agreement
“Pacman” defense
Litigation
Asset/Liability
restructuring
© 2004 by Nelson, a division of Thomson Canada Limited11
Boardmail
Institutional investors use it to fight anti-takeover devices
Requires the board of directors to adopt weaker anti-takeover measures
In exchange for voting support from institutional owners
Vote in sympathetic board members
© 2004 by Nelson, a division of Thomson Canada Limited12
Why Firms Seek External Growth
Less Expensive
Achieve economies of scale
Vertical merger
Rapid growth
Diversification
Tax-loss carryforward
© 2004 by Nelson, a division of Thomson Canada Limited13
Taxes on Mergers
Cash or debt securities Gains are usually taxable at the time of the
merger
Equity securities Usually tax-free
© 2004 by Nelson, a division of Thomson Canada Limited14
Accounting for Mergers
Section 1581 of the CICA handbook requires that all business combinations after 2001 be accounted for under the purchase method.
Total value paid recorded on books Tangible assets at fair market value Excess as goodwill
• Must be amortized• Deducted from net income after taxes
© 2004 by Nelson, a division of Thomson Canada Limited15
Valuation of a Merger Candidate
Comparative P/E Ratio Method Examines prices and P/E ratios of similar
companies
Adjusted Book Value Method Determine market value of the company’s
assets
Discounted Cash Flow Method Uses capital budgeting techniques to find the
Present value of the free cash flows
© 2004 by Nelson, a division of Thomson Canada Limited16
EPS of the Surviving Company
EPSc = Earnings per share (combined companies)EAT1 = Earnings after taxes (acquiring company)EAT2 = Earnings after taxes (target company)EAT1,2 = Synergistic earnings from mergerNS1 = Shares outstanding (acquiring company)NS2 = Shares outstanding (target company)ER = Exchange ratio
Post-merger common share price and P/E ratio determined by the financial markets
1 2 1,2
C1 2
EAT + EAT + EATEPS =
NS + NS ER
© 2004 by Nelson, a division of Thomson Canada Limited17
Business Failure
Two federal laws govern business failure:
The Bankruptcy and Insolvency Act (BA) Companies’ Creditors Arrangement Act (CCAA)
© 2004 by Nelson, a division of Thomson Canada Limited18
Failures
Technically insolvent Unable to meet current obligations
Legally insolvent Assets are less than liabilities
Bankrupt Unable to pay debts Files for protection under federal bankruptcy
laws
© 2004 by Nelson, a division of Thomson Canada Limited19
Reasons Why Firms Fail
Business risk
Industry downturns Over expansion Inadequate sales Increased competition Technological change
© 2004 by Nelson, a division of Thomson Canada Limited20
Reasons Why Firms Fail
Financial risk
Excessive leverage Too much short-term debt Poor management of accounts receivable Poor management of accounts payable Incompetent management
© 2004 by Nelson, a division of Thomson Canada Limited21
Alternatives for Failing Businesses
Resolve itsDifficulties(informally) Declare
Bankruptcy(formally)
© 2004 by Nelson, a division of Thomson Canada Limited22
Reorganization Vs Liquidation
Legal bankruptcy proceedings focus on whether the failing firm should be reorganized or liquidated
Reorganize if going-concern value exceeds its liquidation value
Liquidate if liquidation value is more than its going-concern value
© 2004 by Nelson, a division of Thomson Canada Limited23
Alternatives for Cash Flow Problems
Negotiate accounts payable deferrals
Restructure debt Extension Composition
Sell off assets Real estate/operating divisions
Sale and leaseback
Creditors’ committee
Assignment
© 2004 by Nelson, a division of Thomson Canada Limited24
Failure under Bankruptcy Laws
Voluntary petition Debtor company files for bankruptcy.
Involuntary petition Unsecured creditors file the claim for
bankruptcy asserting that the debtor company is not paying its present debts as they come due.
© 2004 by Nelson, a division of Thomson Canada Limited25
Priorities
Administration expenses Wages owed six months prior to bankruptcy
(maximum $2000) Municipal taxes owed within 2 years preceding
bankruptcy Rent for preceding 3-month period General/unsecured claims, including taxes due the
Crown Preferred shareholders Common share holders
© 2004 by Nelson, a division of Thomson Canada Limited26
Major Points
Mergers and acquisitions are a method of growing more quickly than through internal growth.
Firms must use the Purchase Method of accounting for acquisitions.
A leveraged buyout allows a buyer to acquire a target using mainly debt financing.
Failing firms are said to be insolvent.
A failing firm may be liquidated or reorganized.