精品管理文档Introduct ion to Mergers, Acquisitions, Other Restructuring Activities.ppt

Introduction to Mergers, Acquisitions, Other Restructuring Activities Course Layout Course Learning Objectives Define what corporate restructuring is and why it occurs Identify commonly used valuation techniques Describe how corporate restructuring creates/destroys value Identify commonly used takeover tactics and defenses Develop a highly practical “planning based” approach to managing the MA process Identify challenges and solutions associated with each phase of the MA process Describe advantages and disadvantages of alternative MA deal structures Describe how to plan, structure, and manage JVs, partnerships, alliances, licensing arrangements, equity partnerships, franchises, and minority investments Current Chapter Learning Objectives Primary objective: What corporate restructuring is and why it occurs Secondary objective: Provide students with an understanding of Commonly used MA vocabulary MA as only one of a number of strategic options for increasing shareholder value MA activity in an historical context The primary motivations for MA activity Key empirical findings Alternative Forms of Corporate Restructuring Restructuring Activity Corporate Restructuring Balance Sheet Assets Only Financial Restructuring (liabilities only) Operational Restructuring Potential Strategy Redeploy Assets Mergers, Break-Ups, Spin-Offs Acquisitions, divestitures, etc. Increase leverage to lower cost of capital or as a takeover defense Divestitures, widespread employee reduction, or reorganization Building a Common Vocabulary Statutory Merger Subsidiary Merger Consolidation Acquisition Leveraged Buyout Holding Company Combination of 2 firms with only one surviving Target becomes a subsidiary of the parent Two or more firms merge to form a new company Purchase of a target firm, controlling interest, or specific target assets Buyout financed primarily by debt One firm with investments in a number of operating companies Alternative Ways of Increasing Shareholder Valu