CORPORATE RESTRUCTURING Fall 2006
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Tuck School of Business Dartmouth College CORPORATE RESTRUCTURING Fall 2006 Professor Karin S. Thorburn Assistant Woodbury 311 Beth Perkins Phone: 646-2061 Woodbury 203 [email protected] 646-3412 Office hours: by appointment [email protected] Course Content and Objectives This course exposes students to a broad range of financial restructuring techniques that can be applied to improve business performance. Case discussion and visitors help illustrate how various corporate restructuring approaches may be used to increase firm value and highlight characteristics of potential candidates for different restructuring techniques. The case analysis provides ample opportunity to practice the application of standard corporate valuation methods. Students will gain a basic understanding of corpo- rate governance, with particular focus on agency problems and executive compensation issues. The first part of the course deals with financial restructuring techniques aimed at strengthening the firm’s competitive situation. Such restructurings can be initiated as a response to poor business performance caused by e.g. changes in technology or customer demand, or to avoid a takeover threat. Topics include divestitures, spinoffs, splitoffs, equity carveouts, tracking stock, leveraged recapitalizations, and leveraged buyouts. The second part focuses on the restructuring of financially distressed firms. Since bank- ruptcy provides a threat point for any distressed restructuring, the legal framework of the U.S. bankruptcy code is examined. The topics of this section are private workouts, pre- packaged bankruptcy filings and restructuring in bankruptcy. We will discuss the impor- tance of market mechanisms in resolving bankruptcy, including the role of distressed investors and difficulties in valuing bankrupt firms. The course is intended for students with an interest in learning about the financial, strategic, and business issues surrounding corporate restructuring. It will be useful for a range of various careers, including investment banking, commercial banking, turnaround Corporate Restructuring, fall 2006 Professor Karin S. Thorburn 1 (10) management, general management, strategy consulting, securities analysis, and in- vestment management. Visitors The class will be visited by the following speakers: David J. Breazzano Co-founder and Principal DDJ Capital Management, LLC James B. Flaws T’73 Vice Chairman and CFO Corning Incorporated Richard H. Fleming T’71 Executive Vice President and CFO USG Corporation John E. Foley T’96 Partner Wayzata Investment Partners Michael E. Koester T’99 Managing Director Goldman, Sachs & Co Mark W. Peterson Senior Vice President and Treasurer Cincinnati Bell, Inc. Course Materials The materials for the course consist of a number of cases and readings contained in the course packet. Additional material and assignments will be distributed in class. Supplementary Books For students interested in additional readings, the following books are held on reserve at Feldberg: Altman, E., and E. Hotchkiss, “Corporate financial distress and bankruptcy: Predict and avoid bankruptcy, analyze and invest in distressed debt,” 3rd ed., Wiley Finance, 2005. Baker, G. and G. Smith, “The new financial capitalists: Kohlberg Kravis Roberts and the creation of corporate value,” Cambridge University Press, 1999. Burrough, B. and J. Helyar, “Barbarians at the gate: the fall of RJR Nabisco,” Harpercollins Publisher, 1990. Miles, J., and R. Woolridge, “Spin-offs equity carve-outs: Achieving faster growth and better performance,” Financial Executives Research Foundation, Inc., 1999. Corporate Restructuring, fall 2006 Professor Karin S. Thorburn 2 (10) Moyer, S., “Distressed debt analysis: Strategies for speculative investors,” J. Ross Publishing, 2005. Rosenberg, Hilary, “The vulture investors,” John Wiley & Sons, 2000. Weston, F., M. Mitchell and J.H. Mulherin, “Takeovers, restructuring, and corporate governance,” 4th ed., Prentice Hall, 2004. Written Assignments and Grades Class participation is a strictly individual effort and accounts for 50% of the total grade. The two projects, which together account for the remaining 50% of the grade, are group assignments that should be analyzed in teams of 4 students enrolled in the same section. A. Class participation - 50% of grade All students are expected to attend every class. You should come to class prepared to dis- cuss your analysis of the case, using key insights from the readings, and to show your calculations. I strongly encourage voluntary participation, but I may also cold call on any student to discuss the assignments. I grade class participation after each session on a scale from 0-3 (0 being the lowest grade) and compute a final grade based on the total class participation score. If you have to miss a session, you get a score of –1 for that day. B. Project I: LBO case study – 20% of grade Students are asked to value an LBO candidate and to analyze issues related to LBO trans- actions. The project is based on a real buyout transaction and uses current market conditions. A bid letter and write-up of the analysis in two copies are due at 3 pm on Wednesday 10/11. You should be ready to present your analysis to Michael Koester, Goldman Sachs, on Thursday 10/12. C. Project II: Term project – 30% of grade Students will analyze the financial, operational, and governance implications of a recent or potential corporate restructuring transaction. The company and topic should be selected by you, but is subject to my final approval. A one-page description of the term project should be handed in or emailed to me by Thursday 10/19. The final report is due before the presentations in class on Friday 11/10. Honor Code Class participation is a strictly individual effort. Students are, however, encouraged to work in groups when preparing for class. You may not use notes or other material from any previous offering of this or a similar course, or discuss the material with students who have already taken the course. This restriction extends to case-related information obtained from other sources. Laptops Laptops may not be used in class. Make sure to bring print-outs of any calculations that you may want to refer to in the class discussion. If I see a laptop screen open during class, you will get a class participation score of –3 for that session. Corporate Restructuring, fall 2006 Professor Karin S. Thorburn 3 (10) Course overview, Corporate Restructuring fall 2006 Session Date Day Topic Visitor Case 1 9/14 Thu Divestitures Nova Chemical 2 9/15 Fri Spinoffs and equity carveouts Cytec Industries 3 9/20 Wed Splitoffs DuPont/Conoco 4 9/21 Thu Tracking stock USX 5 9/27 Wed Breaking up Corning James B. Flaws 6 9/28 Thu Leveraged recapitalizations Sealed Air 7 10/4 Wed Restructuring Cincinnati Bell Mark W. Peterson 8 10/5 Thu Leveraged buyouts Wisconsin Railroad 9 10/11 Wed Technology buyouts Seagate Technology Buyout 10 10/12 Thu LBO case presentations Michael E. Koester Lubrano Can 11 10/18 Wed Financial distress: workouts and prepacks Loewen 12 10/19 Thu Bankruptcy: valuation and negotiation Flagstar No classes week of October 23-27 (2nd-year recruiting) 13 11/1 Wed Bankruptcy and distressed investors Finova 14 11/2 Thu Distressed investing David J. Breazzano 15 11/8 Wed Identifying opportunities in distressed debt John E. Foley 16 11/9 Thu Taking USG through bankruptcy twice Richard H. Fleming 17/18 11/10 Fri Student term project presentations Corporate Restructuring, fall 2006 Professor Karin S. Thorburn 4 (10) SCHEDULE Corporate Restructuring Fall 2006 1. Divestitures Thursday 9/14 Case: Nova Chemical Corporation, HBS 9-290-059 Case questions: 1. Should the company divest its Industrial Products Division (IPD)? 2. Is the offered price of $160 million acceptable? Do a DCF valuation of the IPD division. What is the lowest bid Nova should accept? 3. Why did the offer for IPD come as a surprise to management and the board of directors? 4. What implications would a divestiture of the IPD division have for Nova’s future financ- ing needs? Do the financing options have any implication for the decision to sell/not to sell IPD? Readings: Fruhan, W., “Corporate Raiders: Head’em off at value gap”, Harvard Business Review (July- August), 62-68, 1988. Chapters 11 and 12 (p.288-327) in Weston, F., M. Mitchell and J.H. Mulherin, “Takeovers, restructuring, and corporate governance,” 4th ed., Prentice Hall, 2004. 2. Spinoffs and equity carveouts Friday 9/15 Case: Cytec Industries’ spin-off (A): sink or swim? HBS 9-897-053 B-case, HBS 9-897-054, will be distributed in class. Case questions: 1. Why did American Cyanamid spinoff Cytec? Was it a good idea? For whom? Why a spinoff instead of an equity carveout or a divestiture? 2. If you were Darryl Fry or Steve Crum would you jump at the opportunity to run Cytec or would you want to stay with Cyanamid? What are the implications for Fry's or Crum's ca- reer it Cytec fails? 3. Analyze the structure of the spinoff agreement, including Cytec's equity structure and the balance sheet, from both the parent's perspective and Cytec's. 4. What organizational changes were made at Cytec prior to and after the spinoff? How did these changes affect performance? Why weren't such changes made years earlier under Cyanamid? 5. Assuming Cytec's stock trades at multiples that are average for its industry, how can the pessimistic analyst's valuation of $3 per share be justified? What about the market's $12 to $16 valuation? 6. Why didn't the market pay much attention to Cytec? Should it have? Why did managers care whether Wall Street noticed the company? 7. What would you predict Cytec's stock would trade for two years after the spinoff? What assumptions about the organization and the stock market underlie your predictions? Readings: Pages 3-21 and 37-46 in Miles, J., and R. Woolridge, “Spin-offs Equity carve-outs: Achiev- ing faster growth and better performance”, Financial Executives Research Foundation, Inc., 1999.