SU6: Corp. Restr. and Intl Finance Flashcards
consolidation
similar to a merger, but a new entity is formed and neither of the merging entities survives.
horizontal merger
occurs when two firms in the same line of business combine.
vertical merger
combines a firm with one of its suppliers or customers.
conglomerate merger
involves two unrelated firms in different industries.
tender offer
a general invitation by an individual or a corporation to all shareholders of another corporation to tender their shares for a specified price.
Greenmail
If management and the board are opposed to the tender offer, the potential acquirer is offered the opportunity to sell his or her already acquired shares back to the corporation at an amount substantially above market value (i.e., paying greenmail).
Fair Price Provisions
Warrants are issued to shareholders that permit purchase of stock at a small percentage (often half) of market price in the event of a takeover attempt.
Leveraged Recapitalization
Leveraged recapitalization, or restructuring, occurs when a company obtains a substantial amount of new debt and uses the funds to pay a cash dividend
LBO
leveraged buyout is a financing technique by which a company is purchased using very little equity. The cash-offer price is financed with large amounts of debt. An LBO is often used when a company is sold to management or some other group of employees, but it is also used in hostile takeovers.
Flip-over rights
The charter of a target corporation may provide for its shareholders to acquire in exchange for their stock (in the target) a relatively greater interest (e.g., twice the shares of stock of equivalent value) in an acquiring entity.
Flip-in rights
Acquisition of more than a specified ownership interest (e.g., 25%) in the target corporation permits shareholders, except for the acquirer, to purchase additional shares at a reduced price.
Tracking stock
stock issued in a division or segment of a parent entity. This provides investors with the opportunity to invest in only a portion of the entity. However, they have no claims on the assets of the division or segment. Rather, the parent entity maintains control over the division or segment.
Tax benefits may arise from a combination.
split-up
an entity splits into two or more entities. Shares in the original entity are exchanged for shares in the new entities.
spin-off
the creation of a new separate entity from another entity, with the new entity’s shares distributed on a pro rata basis to existing shareholders of the parent entity.
equity carve-out
the sale of a portion of the firm through a public offering. It provides a way to quickly raise capital and bring in new management while still maintaining control.
Fixed Exchange Rate
In a fixed exchange rate system, the value of a country’s currency in relation to another country’s currency is either fixed or allowed to fluctuate only within a very narrow range. Pros - predictable, cons - govt can manipulate
Freely Floating Exchange Rate
government steps aside and allows exchange rates to be determined entirely by the market forces of supply and demand. Pros - less manipulation. Cons - a country is vulnerable to economic conditions in other countries
Managed Exhange Rate
the government allows market forces to determine exchange rates until they move too far in one direction or another. The government will then intervene to maintain the currency within the broad range considered appropriate
Pegged Exchange Rate System
government fixes the rate of exchange for its currency with respect to another country’s currency (or to a “basket” of several currencies)
Spot rate
the exchange rate as of right now
Forward rate
the exchange rate as of a future period