Chapter_9收购、兼并和重组课后题目
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Under what circumstances would the acquisition make sense?
Adjusting Combined Acquirer/Target Company Projections For Estimated Synergy
Year 1 Net Sales1 $200 Year 2 $220 Year 3 $242 Year 4 $266 Year 5 $293
Key questions: 1. How might changes in the bargaining power of customers and suppliers relative to the acquirer and target firms impact product pricing, costs, and profit margins?
Ch. 16: Divestitures, Spin-Offs, Split-Offs, and Equity Carve-Outs
Ch. 3: Takeover Tactics, Defenses, and Corporate Governance
Ch. 6: M&A Postclosing Integration
Ch. 1: Motivations for M&A
Ch. 4: Businwenku.baidu.comss and Acquisition Plans
Ch. 7: Discounted Cash Flow Valuation
Ch. 11: Payment and Legal Considerations
Ch. 15: Business Alliances
1Other
key deal characteristics include form of payment, form of acquisition, and tax considerations.
Financial Models Help Answer Key Valuation, Financing, and Deal Structuring Questions
• Valuation – How much is the target company worth without the effects of synergy? – What is the value of expected synergy? – What is the maximum price the acquirer should pay for the target firm? • Financing – Can the proposed purchase price be financed? – What combination of potential sources of funds, both internally generated and external sources, provides the lowest cost of funds for the acquirer, subject to existing loan covenants? • Deal Structuring – What is the impact on the acquirer’s financial performance if the deal is structured as a taxable rather than a nontaxable transaction? – What is the impact on financial performance and valuation if the acquirer is willing to assume certain target liabilities?
Ch. 2: Regulatory Considerations
Ch. 5: Search through Closing Activities
Ch. 8: Relative Valuation Methodologies
Ch. 12: Accounting & Tax Considerations
M&A Model Building Process
• Step 1: Value acquirer and target as standalone firms • Step 2: Value acquirer and target firms including synergy • Step 3: Determine initial offer price for target firm • Step 4: Determine the combined firms’ ability to finance the transaction
Applying the 5-Forces Model to Project Acquirer and Target Firm Financial Performance
• How have the following factors affected revenue growth and profit margins in the acquirer and target firms’ industry historically? – Customers (size, number, price sensitivity) – Current competitors (market share, differentiation) – Potential entrants (entry barriers, relative costs) – Substitutes (availability, prices, switching costs) – Suppliers (size, number, uniqueness) • How will these factors change (if at all) to impact future revenue growth and profit margins of these firms? – Customers (size, number, price sensitivity) – Current competitors (market share, differentiation) – Potential entrants (entry barriers, relative costs) – Substitutes (availability, prices, switching costs) – Suppliers (size, number, uniqueness)
Using Financial Modeling Techniques to Value and Structure Mergers & Acquisitions
Tact is for people not witty enough to be sarcastic. --Anonymous
Exhibit 1: Course Layout: Mergers, Acquisitions, and Other Restructuring Activities
Part I: M&A Environment
Part II: M&A Process
Part III: M&A Valuation and Modeling
Part IV: Deal Structuring and Financing
Part V: Alternative Business and Restructuring Strategies
Ch. 18: Cross-Border Transactions
Learning Objectives
• Primary learning objective: Provide students with a basic understanding of how to use financial models to value and structure M&As • Secondary learning objectives: Provide students with a knowledge of – How to estimate the value of synergy; – Commonly used relationships in building M&A valuation models; and – How to use models to estimate the purchase price range, initial offer price (and other key deal characteristics)1 for a target firm, and to evaluate the feasibility of financing the proposed offer price.
Ch. 9: Financial Modeling Techniques
Ch. 13: Financing the Deal
Ch. 17: Bankruptcy and Liquidation
Ch. 10: Private Company Valuation
Ch. 14: Valuing Highly Leveraged Transactions
Step 1: Value Acquirer & Target as Standalone Firms
• Use the 5-forces model to understand determinants of profits and cash flow, i.e., bargaining strength of – Customers (size, number, price sensitivity) – Current competitors (market share, differentiation) – Potential entrants (entry barriers, relative costs) – Substitutes (availability, prices, switching costs) – Suppliers, incl. labor, lenders, etc. (size, number, uniqueness) relative to industry participants. • Normalize 3-5 years of historical financial information • Project normalized cash flow based on expected market growth and changes in profits/cash flow determinants.
2.
How might substitutes and new entrants affect product pricing and profit margins?
Step 2: Value Acquirer & Target Firms Including Synergy
• Estimate – Sources and destroyers of value – Implementation costs incurred to realize synergy • Consolidate acquirer and target projected financials including the effects of synergy • Estimate net synergy (consolidated firms less values of target and acquirer)
Adjusting Combined Acquirer/Target Company Projections For Estimated Synergy
Year 1 Net Sales1 $200 Year 2 $220 Year 3 $242 Year 4 $266 Year 5 $293
Key questions: 1. How might changes in the bargaining power of customers and suppliers relative to the acquirer and target firms impact product pricing, costs, and profit margins?
Ch. 16: Divestitures, Spin-Offs, Split-Offs, and Equity Carve-Outs
Ch. 3: Takeover Tactics, Defenses, and Corporate Governance
Ch. 6: M&A Postclosing Integration
Ch. 1: Motivations for M&A
Ch. 4: Businwenku.baidu.comss and Acquisition Plans
Ch. 7: Discounted Cash Flow Valuation
Ch. 11: Payment and Legal Considerations
Ch. 15: Business Alliances
1Other
key deal characteristics include form of payment, form of acquisition, and tax considerations.
Financial Models Help Answer Key Valuation, Financing, and Deal Structuring Questions
• Valuation – How much is the target company worth without the effects of synergy? – What is the value of expected synergy? – What is the maximum price the acquirer should pay for the target firm? • Financing – Can the proposed purchase price be financed? – What combination of potential sources of funds, both internally generated and external sources, provides the lowest cost of funds for the acquirer, subject to existing loan covenants? • Deal Structuring – What is the impact on the acquirer’s financial performance if the deal is structured as a taxable rather than a nontaxable transaction? – What is the impact on financial performance and valuation if the acquirer is willing to assume certain target liabilities?
Ch. 2: Regulatory Considerations
Ch. 5: Search through Closing Activities
Ch. 8: Relative Valuation Methodologies
Ch. 12: Accounting & Tax Considerations
M&A Model Building Process
• Step 1: Value acquirer and target as standalone firms • Step 2: Value acquirer and target firms including synergy • Step 3: Determine initial offer price for target firm • Step 4: Determine the combined firms’ ability to finance the transaction
Applying the 5-Forces Model to Project Acquirer and Target Firm Financial Performance
• How have the following factors affected revenue growth and profit margins in the acquirer and target firms’ industry historically? – Customers (size, number, price sensitivity) – Current competitors (market share, differentiation) – Potential entrants (entry barriers, relative costs) – Substitutes (availability, prices, switching costs) – Suppliers (size, number, uniqueness) • How will these factors change (if at all) to impact future revenue growth and profit margins of these firms? – Customers (size, number, price sensitivity) – Current competitors (market share, differentiation) – Potential entrants (entry barriers, relative costs) – Substitutes (availability, prices, switching costs) – Suppliers (size, number, uniqueness)
Using Financial Modeling Techniques to Value and Structure Mergers & Acquisitions
Tact is for people not witty enough to be sarcastic. --Anonymous
Exhibit 1: Course Layout: Mergers, Acquisitions, and Other Restructuring Activities
Part I: M&A Environment
Part II: M&A Process
Part III: M&A Valuation and Modeling
Part IV: Deal Structuring and Financing
Part V: Alternative Business and Restructuring Strategies
Ch. 18: Cross-Border Transactions
Learning Objectives
• Primary learning objective: Provide students with a basic understanding of how to use financial models to value and structure M&As • Secondary learning objectives: Provide students with a knowledge of – How to estimate the value of synergy; – Commonly used relationships in building M&A valuation models; and – How to use models to estimate the purchase price range, initial offer price (and other key deal characteristics)1 for a target firm, and to evaluate the feasibility of financing the proposed offer price.
Ch. 9: Financial Modeling Techniques
Ch. 13: Financing the Deal
Ch. 17: Bankruptcy and Liquidation
Ch. 10: Private Company Valuation
Ch. 14: Valuing Highly Leveraged Transactions
Step 1: Value Acquirer & Target as Standalone Firms
• Use the 5-forces model to understand determinants of profits and cash flow, i.e., bargaining strength of – Customers (size, number, price sensitivity) – Current competitors (market share, differentiation) – Potential entrants (entry barriers, relative costs) – Substitutes (availability, prices, switching costs) – Suppliers, incl. labor, lenders, etc. (size, number, uniqueness) relative to industry participants. • Normalize 3-5 years of historical financial information • Project normalized cash flow based on expected market growth and changes in profits/cash flow determinants.
2.
How might substitutes and new entrants affect product pricing and profit margins?
Step 2: Value Acquirer & Target Firms Including Synergy
• Estimate – Sources and destroyers of value – Implementation costs incurred to realize synergy • Consolidate acquirer and target projected financials including the effects of synergy • Estimate net synergy (consolidated firms less values of target and acquirer)