10. Business Reorganisations Flashcards

1
Q

What are the 6 mains methods of divestment?

A
  1. Demerger
  2. Sell Off
  3. Franchise
  4. MBO
  5. IPO
  6. Liquidation
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2
Q

What happens to shares of a company under a demerger?

A

Shares in the business to be spun off are distributed to shareholders of the parent company in proportion to their original shareholding (no cash)

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3
Q

What are 3 reasons to undertake a demerger?

A
  1. Concentrate on core business
  2. Easier for investors to analyse, leading to a higher valuation
  3. Improve management focus
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4
Q

What happens to shares of a company under a sell off?

A

Shareholders retain no investment in the sold off company, cash is exchanged

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5
Q

What are the 3 steps of liquidation?

A
  1. Assets are disposed of
  2. Creditors/lenders paid off
  3. Any remaining funds passed to shareholders
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6
Q

What is franchise?

A

When the business concept is sold to others to replicate, in exchange for cash and an ongoing franchise fee

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7
Q

What is management buyout (MBO)?

A

A team of managers from inside the organisation buy out the business or part of it

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8
Q

What are the 2 main motivations behind an MBO for managers?

A
  1. Give the opportunity to own and run their own business
  2. Benefit from potential large equity gains
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9
Q

What are the 3 main motivations behind an MBO for organisation?

A
  1. Allow to dispose of non core operations
  2. Allow to raise cash
  3. Quicker than a sale to a third party
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10
Q

What is the driving factor for the financing structure of an MBO?

A

MBO team will want a good share of the equity but can only personally afford a small fraction of the amount payable

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11
Q

What is the general approximate financing structure of an MBO? (4)

A
  1. Management team 5%
  2. Bank secured debt 35%
  3. Bank/investor mezzanine debt 35%
  4. Venture capital 25%
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12
Q

What is a leveraged buyout?

A

Where an investor buys a controlling interest in equity and finances a significant percentage of the purchase through borrowing

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13
Q

Who owns venture capital firms?

A

Major banks or large independent firms

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14
Q

What do venture capitalists look for?

A

Businesses with high potential growth and a proven track record

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15
Q

What 3 things will venture capitalists want?

A
  1. 30% average annual return (dividends + capital gain)
  2. Board presence and decision making input
  3. Clear exit plan (3-7 years)
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16
Q

What are the 4 possible exit plans of a VC firm?

A
  1. Flotation
  2. Sale to 3rd party
  3. Sale of shares to management
  4. Sale to institutional investors
17
Q

What is a ratchet system?

A

The management team get a bigger % of equity on sale of a VC’s stake if they exceed performance targets