Study Guide To
Mergers, Mergers, Acquisitions, Acquisitions, and Other Restructuring Activities An Integrated Approach to Process, Tools, Cases, and Solutions Sixth dition
!y "onald M# "ePa$philis
%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%% Acade$ic Press An I$print o& lsevier
Study Guide Ta!le o& Contents Pre&ace Part I' The Mergers and Acquisitions nviron$ent Chapter (' Introduction to Mergers and Acquisitions Chapter )' Regulatory Considerations Chapter *' The Corporate Ta+eover Mar+et' Co$$on Ta+eover Tactics, Antita+eover "e&enses, and Corporate Governance Part II' The Mergers and Acquisitions Process' Phases ((Chapter .' Planning' "eveloping /usiness and Acquisition Plans0Phases ( 1 ) o& the Acquisition Process Chapter 2' I$ple$entation' Search Through Closing0Phases *(Chapter 3' Integration' Mergers, Acquisitions, and /usiness Alliances Part III' Mergers and Acquisitions Tools and Concepts Chapter 4' A Pri$er on Merger and Acquisition Cash 5lo6 7aluation Chapter 8' Applying Relative, AssetOriented, and Real Option 7aluation Methods to Mergers and Acquisitions Chapter 9' Applying 5inancial Modeling Techniques to 7alue and Structure Mergers and Acquisitions Chapter (-' Analysis and 7aluation o& Privately :eld Co$panies Part I7' Structuring the "eal Chapter ((' Structuring the "eal' Pay$ent and ;egal Considerations Chapter ()' Structuring the deal' Tax and Accounting Considerations Part 7' Alternative Strategies and Structures Chapter (*' 5inancing Transactions' ;everaged /uyout Structures and Strategies Chapter (.'
Chapter (2' Alternative xit and Restructuring Strategies' "ivestitures, SpinO&&s, Carve Outs, Split=ps, /an+ruptcy, and ;iquidation Chapter (3' Alternative xit and Restructuring Strategies' Reorgani>ation and ;iquidation Chapter (4' Cross /order Mergers and Acquisitions' Analysis and 7aluation Pre&ace This student study guide supple$ents the acco$panying text!oo+ entitled Mergers, Acquisitions, and Other Restructuring Activities' An Integrated Approach to Process, Tools, Cases, and Solutions, 3th edition# As a supple$ent, it provides a listing o& the !oo+?s overall learning o!@ectives, the !oo+?s su!@ect layout, learning o!@ectives !y chapter, and revie6s +ey concepts presented in the context o& the learning o!@ectives# Case studies, practice pro!le$s, and sa$ple exa$s illustrate ho6 to apply these concepts# To !eco$e a success&ul player in any endeavor, you $ust learn to thin+ li+e one and to practice using the tools o& the trade# To hone your s+ills, the reader is encouraged to 6or+ through as $any o& the exercises o&&ered in this study guide as possi!le and to use 6hat is learned in analy>ing current M1A transactions discussed in the popular $edia# Atte$pt to identi&y !usiness strategies, ta+eover tactics, and ta+eover de&enses e$ployed in these transactions and evaluate their e&&ectiveness in the context o& the current environ$ent# Assess the range o& options that $ight !e availa!le to !oth the acquirer and target &ir$?s !oards o& directors and $anage$ent and decide 6hat you !elieve are the $ost appropriate# Clearly identi&y !oth explicit and i$plicit assu$ptions in the actions o& !oth the acquirer and target &ir$s and deter$ine i& they are in your opinion credi!le# I& so$e assu$ptions appear to !e unreasona!le, as+ yoursel& 6hat should !e done di&&erently# "epending on the stage o& the transaction, atte$pt to anticipate ho6 !oth the acquirer and target &ir$?s are li+ely to react to the in&or$ation that is currently +no6n a!out the proposed transaction# Overarching Text ;earning O!@ectives' To provide students 6ith +no6ledge o& (#
6hat corporate restructuring is and 6hy it occurs
)#
co$$only used !usiness valuation techniques
*#
ho6 value is created Bor destroyed as a result o& corporate $ergers, acquisitions, divestitures, spino&&s, etc#, through an analysis o& ho6 to do a deal
.#
co$$only used ta+eover tactics and de&enses
2#
the i$portance o& understanding assu$ptions underlying !usiness valuations
3#
a highly practical Dplanning !asedE approach to $anaging the acquisition process
4#
challenges and issues associated 6ith each phase o& the M1A process &ro$ developing acquisition plans through postclosing structures
8#
the advantages and disadvantages o& alternative deal structures
9#
ho6 to plan, structure, and $anage @oint ventures, partnerships, alliances, licensing arrange$ents, equity partnerships, &ranchises, and $inority invest$ents and
(-#
the characteristics o& success&ul shared gro6th and shared control strategies#
Study Guide Organi>ation'
Chapter Su$$ary' Mergers and Acquisitions and Other Restructuring Activities is organi>ed around learning o!@ectives# ach Study Guide chapter !egins 6ith a listing o& learning o!@ectives pertinent to the chapter along 6ith a !rie& su$$ary discussion o& their relevance o& the o!@ective# Fey Concepts are Organi>ed !y ;earning O!@ectives Chapter Sa$ple xa$ B(2 true&alse questions and 2 $ultiple choice questions, and in so$e cases, practice pro!le$s and essay questions are provided' A&ter reading the chapter learning o!@ectives and su$$ary o& +ey concepts, see i& you can 6or+ through the exa$ questions 6ithout loo+ing at the ans6ers# I& you continue to !e unsure o& the ans6er, revie6 the study guide and re&er to the text# Ans6ers to True5alse and Multiple Choice Huestions
