SU5 - Corporate Restructuring and Int'l Finance Flashcards
Define a merger
The acquisition of of one firm by another
Define the 4 types of mergers H V C C
Horizontal - merger within the same line of business
Vertical - merger with a customer or supplier
Congeneric - merger with a related business
Conglomerate - merger between different industries
Define an acquisition
the purchase of all of another firm’s assets or a controlling interest
-Asset purchase requires shareholder vote
Define and explain a tender offer
When a purchase offer is rejected my mgmt, an acquiring firm may offer to purchase outstanding shares at a specific price
The resulting takeover attempts can be friendly r hostile
Motiviation for M&A
Management my be notoified by the personal benefits from a larger firm or of being fired and replaced
Personal rewards/consequences may not reflect the best decision for the business/shareholders
Opposing a combination:
Greenmail
A targeted repurchase of stock
Opposing a combination:
Staggered BOD Elections
Requires new shareholders to wait several year to replace existing executives
Opposing a combination:
Golden Parachutes
Large payments to executives if they are fired
Opposing a combination:
Fair Price provisions
Allows existing shareholders to purchase add’l stock at a large discount. Protects shareholder interest
Opposing a combination:
LBOs and going private
Leveraged Buy Out: a firm is purchased with little equity (leverage = more debt)
GOing private - stock is delisted
Opposing a combination:
Poison Pill
Corporate provisions that reduce the firm’s value to potential takeover
Opposing a combinatin
Flip-Over rights
Flip-in rights
Over: rights of existing shareholder to exchange stk for a larger share of the acquiring firm
In: The purchase of a specific interest by the acquiring firm triggers add’l stock rights for existing s/h
Opposing a combination
White Knight Merger
Crown Jewel Transfer
WK: mgmt arranged alternative tender offer
CJ: the firm rids itself of desirable assets
Spin Off vs Divestirue
THey both create a new entity.
Spin-off: shares are distributed proportional to old s/h
Divestiture: through sale
Chapter 7 Bankruptcy Voluntary? Eligible? Ineligible? Priority of Claims
Liquidation
- Can be vountary or not
- Individuals, partnerships and coprorations
- municipalities, railroads, insurerrs banks and credit unions
- admin expenses, suppliers after case b4 trustee, wages, emp benefit plans…… general creditors, shareholders