Mergers, Acquisitions, and Other Restructuring Activities is unique in that it is the most current, comprehensive, and cutting-edge text on M&A and corporate restructuring available. It is current in that it includes many of the most up-to-date and notable deals (e.g., Facebook's takeover of WhatsApp, the Dell privatization, and Verizon's mega buyout of Vodafone's share of Verizon Wireless), precedent setting judicial decisions (e.g., efforts to overturn defenses at Airgas and Sotheby's), new regulations (e.g., expediting backend mergers), trends (e.g., increasing role of activist investors in takeovers), and new tactics (e.g., two-tiered poison pill) employed in M&As. Most integrative case studies are new for this edition and involve transactions that have been announced or completed since 2013. It is comprehensive in that nearly all aspects of M&As and corporate restructuring are explored. It is cutting edge in that conclusions and insights are anchored by the most recent academic research, with references to more than 200 empirical studies published in leading peer-reviewed journals just since 2012. And the substantially updated content is illustrated with numerous practical exhibits, case studies involving diverse transactions, easy-to-understand numerical examples, and hundreds of discussion questions and practice exercises.
The highlights of the new edition are listed here:
- New Chapters: Two new chapters: Chapter 9 and 14. Chapter 9 discusses the basics of applying financial modeling methods to firm valuation and assists the reader in understanding the power (and limitations) of models in analyzing real world situation. Chapter 14 illustrates how complex financial models often are used to support the deal structuring process during M&A negotiations.
- New Cases: Ninety percent of the nearly forty case studies are new and involve transactions announced or completed during the last three years. These cases represent friendly, hostile, highly leveraged, and cross-border deals in ten different industries, involving public and private firms as well as firms experiencing financial distress. All end of chapter case studies begin with a "Key Objectives" section indicating what the student should learn from the case study and include discussion questions and solutions available in the online instructors' manual.
- Latest Research: This edition focuses on the most recent and relevant academic studies, some of which contain surprising insights changing the way we view this subject matter. Recent research has significant implications for academicians, students, M&A practitioners, and government policy makers shedding new light on current developments and trends in the ever-changing mergers and acquisitions market. The market for corporate control and corporate restructuring strategies are constantly changing, reflecting the ongoing globalization of both product and capital markets, accelerating technological change, escalating industry consolidation, changing regulatory practices, and intensifying cross-border competition. While continuing to be relevant, empirical research covering the dynamics of the M&A markets of the 1970s, 1980s, and 1990s may be less germane in explaining current undercurrents and future trends.
- Includes two new chapters. Chapter 9 discusses the basics of applying financial modeling methods to firm valuation and assists the reader in understanding the power (and limitations) of models in analyzing real world situation. Chapter 14 illustrates how complex financial models often are used to support the deal structuring process during M&A negotiations.
- Teaches about the financial, legal, accounting, and strategic elements of mergers and acquisitions by concentrating on the ways their agents interact.
- Highlights international mergers & acquisitions activities.
- Focuses on the most recent and relevant academic studies, some of which contain surprising insights changing the way we view this subject matter. While continuing to be relevant, empirical research covering the dynamics of the M&A markets of the 1970s, 1980s, and 1990s may be less germane in explaining current undercurrents and future trends.
- Features practical exhibits, case studies involving a diverse range of transactions, easy-to-understand numerical examples, and hundreds of discussion questions and practical exercises.
I. THE MERGERS AND ACQUISITION ENVIRONMENT
1. Introduction to Mergers, Acquisitions, and Other Restructuring Activities
2. The Regulatory Environment
3. The Corporate Takeover Market: Common Takeover Tactics, Anti-Takeover Defenses, and Corporate Governance
II. THE MERGERS AND ACQUISITIONS PROCESS: PHASES 1-10
4. Planning, Developing Business and Acquisition Plans: Phases 1 and 2 of the Acquisition Process
5. Implementation: Search through Closing: Phases 3 to 10 of the Acquisition Process
6. Postclosing Integration: Mergers, Acquisitions, and Business Alliances
III. MERGER AND ACQUISITIONS VALUATION AND MODELING
7. Merger and Acquisition Cash Flow Valuation Basics
8. Relative, Asset-Oriented, and Real Option Valuation Basics
9. Applying Financial Models to Value, Structure, and Negotiate Mergers and Acquisitions
10. Analysis and Valuation of Privately Held Companies
IV. DEAL STRUCTURING AND FINANCING STRATEGIES
11. Structuring the Deal: Payment and Legal Considerations
12. Structuring the Deal: Tax and Accounting Considerations
13. Financing the Deal: Private Equity, Hedge Funds, and Other Sources of Funds
14. Highly Leveraged Transactions: LBO Valuation and Modeling Basics
V. ALTERNATIVE BUSINESS AND RESTRUCTURING STRATEGIES
15. Business Alliances: Joint Ventures, Partnerships, Strategic Alliances, and Licensing
16. Alternative Exit and Restructuring Strategies: Divestitures, Spin-offs, Carve-outs, Split-Ups, and Split-Offs
17. Alternative Exit and Restructuring Strategies: Bankruptcy Reorganization and Liquidation
18. Cross-Border Mergers and Acquisitions: Analysis and Valuation
Donald M. DePamphilis has a Ph.D. in economics from Harvard University and has managed more than 30 acquisitions, divestitures, joint ventures, minority investments, as well as licensing and supply agreements. He is Emeritus Clinical Professor of Finance at the College of Business Administration at Loyola Marymount University in Los Angeles. He has also taught mergers and acquisitions and corporate restructuring at the Graduate School of Management at the University of California, Irvine, and Chapman University to undergraduates, MBA, and Executive MBA students. He has published a number of articles on economic forecasting, business planning, and marketing. As Vice President of Electronic Commerce at Experian, Dr. DePamphilis managed the development of an award winning Web Site. He was also Vice President of Business Development at TRW Information Systems and Services, Director of Planning at TRW, and Chief Economist at National Steel Corporation.