Chapter 1 - Intro Flashcards

1
Q

What dictates patterns observed in many other countries (eg Australia)?

A

US and European deal volume patterns

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2
Q

Pattern in China

A

Different (from Us and Europe); Chinese govt took measures to restrain capital flows

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3
Q

Pattern in India

A

Growth in M&A

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4
Q

Pattern in Japan

A

Steady growth

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5
Q

Pattern in Brazil and Argentina

A

Hardship in M&A growth (Mexico seeming more promising in comparison)

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6
Q

Consolidation

A

Business combo whereby two or more firms join to form a wholly new firm (eg A + B = C)

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7
Q

Merger

A

Business combo whereby one or more firms join an existing firm (eg A + B = A)

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8
Q

Horizontal merger

A

When two competitors combine

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9
Q

Vertical merger

A

Combination of companies that have buyer-seller relationship

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10
Q

Conglomerate merger

A

Combination of companies that are not competitors and do not have buyer-seller relationship either

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11
Q

Anticompetitive effect of mergers

A

US adopted liberal stance; EU more cautious

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12
Q

Merger payment

A

Can be cash, securities or combo of both. (all-cash compensation may force bidder to incur debt => add complexity if more external financing req.)

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13
Q

Contingent value rights (CVR)

A

secure a certain future value if specific events take place (eg sales target is met)

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14
Q

Holdback provision

A

withholding of part of merger compensation (eg escrow account) which will be available if specific event takes place

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15
Q

Merger professionals

A
  • Investment bankers
  • Legal M&A advisors
  • Accountants
  • Valuation experts
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16
Q

Investment bankers

A

Can work on sell side or buy side

17
Q

Buy side bankers

A

Assist buyers in developing proposal with certain deal structure

18
Q

Sell side bankers

A

Screen potential buyers according to degree of interest and payment capability

19
Q

Legal M&A advisors

A

Especially relevant in hostile takeovers (taking place via legal manoeuvres); help with filing at SEC and legal due diligence process

20
Q

Accountants

A

Carry out accounting due diligence and prepare proforma financial statements set forth by management or other factors

21
Q

Valuation experts

A

Determine value of company; establish model that encompasses multiple assumptions (eg revenue, growth rates, costs) which could be suppressed after the deal

22
Q

Risk arbitrage

A

Purchase of stocks in low-priced markets of firms that may be taken over and sale of those stocks in high-priced markets (profit = takeover premium if the deal actually occurs)

23
Q

Leveraged buyout (LBO)

A

Acquisition of a public company where the target firm is delisted from stock exchange (also referred to as “going private”); acquirer could sometimes be management of target firm (ie management buyout)

24
Q

Material adverse change clause

A

Allows either party to walk away from deal if major change in circumstances that could alter the deal takes place

25
Q

Auction vs privately negotiated transactions

A

Little difference in shareholder wealth effects

26
Q

Confidentiality agreement (or NDA)

A

Governs responsibilities of providers and recipients of nonpublic info from target

27
Q

Standstill agreements

A

limit actions of bidder (eg purchase of target shares)

28
Q

Term sheet

A

Contains major terms of deal in writing, typically identifying buyer and seller, purchase price, and relevant factors influencing price

29
Q

Letter of intent (LOI)

A

Shows more detailed terms of agreement but it may not necessarily be binding on the parties (ie it could signal that one of the parties may not be ready to make the deal)

30
Q

Merger negotiations

A

Firms may not mislead market by spreading inaccurate or deceptive info

31
Q

Asset purchase agreement

A

Outlines assets acquired and liabilities incurred in the deal

32
Q

Asset basis step-up

A

Done by buyer; an increase of value of acquired assets to fair market value as opposed to carrying forwards the value in seller’s balance sheet (more depreciation = less taxes)

33
Q

Third party consents

A

May be necessary if there exists clauses in financing agreements enabling target to secure assets

34
Q

Stock entity deals

A
  • Generally involves closely held firms
  • No conveyance issues (ie contractual restrictions on transfer of assets)
  • No appraisal rights, which sidesteps litigation issues related to fair value
  • Buyer could have to assume certain unwanted liabilities
  • Sent directly to target’s shareholders => deal may not be completed if some of those SH oppose it
35
Q

Merger entity deals

A
  • Generally involves publicly held firms
  • Constituent corporations are the two companies doing the deal and the surviving one is the survivor
  • [Delaware] majority of SH must approve the deal, those dissatisfied may opt for defending their appraisals in court
36
Q

Forward (or statutory) merger

A
  • Target merges directly into acquirer and then disappears
  • Acquirer assumes target’s liabilities but no conveyance issues
  • [Delaware law] treats them as asset deals followed by liquidation of target => may pose as deterrent if 3rd party consents exist
  • Voting approval of SHs of BOTH acquirer and target required as per Delaware laws (option: subsidiary deal)