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Foreign Direct Investment and Keiretsu: Rethinking U.S. and Japanese Policy
This PDF is a selection from an out-of-print volume from the National Bureau of Economic Research Volume Title: The Effects of U.S. Trade Protection and Promotion Policies Volume Author/Editor: Robert C. Feenstra, editor Volume Publisher: University of Chicago Press Volume ISBN: 0-226-23951-9 Volume URL: http://www.nber.org/books/feen97-1 Conference Date: October 6-7, 1995 Publication Date: January 1997 Chapter Title: Foreign Direct Investment and Keiretsu: Rethinking U.S. and Japanese Policy Chapter Author: David E. Weinstein Chapter URL: http://www.nber.org/chapters/c0310 Chapter pages in book: (p. 81 - 116) 4 Foreign Direct Investment and Keiretsu: Rethinking U.S. and Japanese Policy David E. Weinstein For twenty-five years, the U.S. and Japanese governments have seen the rise of corporate groups in Japan, keiretsu, as due in part to foreign pressure to liberal- ize the Japanese market. In fact, virtually all works that discuss barriers in a historical context argue that Japanese corporations acted to insulate themselves from foreign takeovers by privately placing shares with each other (See, e.g., Encarnation 1992,76; Mason 1992; and Lawrence 1993). The story has proved to be a major boon for the opponents of a neoclassical approach to trade and investment policy. Proponents of the notion of “Japanese-style capitalism” in the Japanese government can argue that they did their part for liberalization and cannot be held responsible for private-sector outcomes. Meanwhile, pro- ponents of results-oriented policies (ROPs) can point to yet another example of how the removal of one barrier led to the formation of a second barrier. -
Valuations for Re-Organisations
VALUATIONS FOR RE-ORGANISATIONS CA VIKRAM JAIN 04 MAY 2019 VALUATION CONCEPTS & PURPOSE CA VIKRAM JAIN 2 VALUATION CONCEPTS Value - Price Value varies Not an with Exact Situation science Valuation More of an Subjective Art Date Specific CA VIKRAM JAIN 3 TYPES OF ASSETS Others Securities • Jewellery or Intangible Land and Plant and • Archaeological Business Collections Financial Assets Building Machinery • Drawings Assets • Paintings • Sculptures CA VIKRAM JAIN 4 PURPOSE OF VALUATION Business Valuation Regulatory Intangibles Financial Reporting Purchase Price Restructuring FEMA Purchase / Sale Allocation Purchase / Sale of Private Equity/ Income Tax Act Hypothecation shares / business Venture Capital Funds Litigation / Family Accounting for SEBI Regulations Financial Instruments Settlements purchase Ind AS reporting – Fair Fund raising Companies Act Impairment Value / Impairment CA VIKRAM JAIN 5 PROCESS OF VALUATION CA VIKRAM JAIN 6 STEPS IN VALUATION 1 2 3 4 Information Analysis Valuation Recommendation • Obtaining information • Data Analysis and review Methodologies • Assigning Weights • Business Understanding • Discussion with the • Selection of method • Recommendation Management • Conducting sensitivity • Reporting analysis CA VIKRAM JAIN 7 SOURCES OF INFORMATION Historical data such as audited results of the Company Industry & Company overview Future projections Management Discussion Stock market quotations / announcements Publicly available data on comparable companies Market surveys, news paper reports Representation by Management -
Mergers & Acquisitions
MERGERS & ACQUISITIONS INTRODUCTION Why merge? Why sell? 1. A division of a company might no longer fit into larger corp’s plans, so corp sells division 2. Infighting between owners of corp. Sell and split proceeds 3. Incompetent management or ownership 4. Need money 5. Business is declining 6. Industry-specific conditions 7. Economies of scale BASIC DEFINITIONS: MERGER: Owners of separate, roughly equal sized firms pool their interests in a single firm. Surviving firm takes on the assets and liabilities of the selling firm. PURCHASE: Purchasing firm pays for all the assets or all the stock of the selling firm. Distinction between a purchase and a merger depends on the final position of the shareholders of the constituent firms. TAKEOVER: A stock purchase offer in which the acquiring firm buys a controlling block of stock in the target. This enables purchasers to elect the board of directors. Both hostile and friendly takeovers exist. FREEZE-OUTS (also SQUEEZE-OUTS or CASH-OUTS): Transactions that eliminate minority SH interests. HORIZONTAL MERGERS: Mergers between competitors. This may create monopolies. Government responds by enacting Sherman Act and Clayton Act VERTICAL MERGERS: Mergers between companies which operate at different phases of production (e.g. GM merger with Fisher Auto Body.) Vertical mergers prevents a company from being held up by a supplier or consumer of goods. LEVERAGED BUYOUTS (LBOs): A private group of investors borrows heavily to finance the purchase control of an ongoing business. RECAPITALIZATIONS: Does not involve the combination of two separate entities. Here, a firm reshuffles its capital structure. In a SWAP, the corp takes back outstanding equity stocks in return for other types of securities (usually long term bonds or preferred stock) RESTRUCTURINGS: This term refers to a corporation’s changing form to downsize their operations. -
Boston University Journal of Science & Technology
4 B.U. J. SCI. & TECH. L. 1 January 23, 1997 Boston University Journal of Science & Technology Law Symposium Financing the Biotech Industry: Can the Risks Be Reduced? Ronald Cass, Joshua Lerner, Farah H. Champsi, Stanley C. Erck, Jonathan R. Beckwith, Leslie E. Davis, Henri A. Termeer Table of Contents Speeches..........................................................................................................................[1] Dean Ronald Cass.............................................................................................[1] Joshua Lerner....................................................................................................[2] Farah Champsi..................................................................................................[8] Stanley Erck.....................................................................................................[18] Jonathan Beckwith.........................................................................................[24] Leslie Davis......................................................................................................[37] Henri Termeer.................................................................................................[47] Question and Answer Session..................................................................................[60] Financing the Biotech Industry: Can the Risks Be Reduced?† Jonathan R. Beckwith, Farah H. Champsi, Leslie E. Davis,* Stanley C. Erck, Joshua Lerner, Henri A. Termeer Dean Ronald Cass: 1. The biotechnology -
Preqin Special Report: Subscription Credit Facilities
PREQIN June 2019 SPECIAL REPORT: SUBSCRIPTION CREDIT FACILITIES PREQIN SPECIAL REPORT; SUBSCRIPTION CREDIT FACILITIES Contents 3 CEO’s Foreword 4 Subscription Credit Facility Usage in Private Capital 7 Subscription Lines of Credit and LP-GP Alignment: ILPA’s Recommendations - ILPA 8 Are Subscription Facilities Oversubscribed? - Fitch Ratings 10 Subscription Finance Market - McGuireWoods LLP Download the Data Pack All of the data presented in this report is available to download in Excel format: www.preqin.com/SCF19 As with all our reports, we welcome any feedback you may have. To get in touch, please email us at: [email protected] 2 CEO's Foreword Subscription credit facilities: angels or demons? A legitimate and valuable tool for managing liquidity and streamlining transactions in a competitive market, or a cynical ploy for massaging IRRs? The debate continues in private equity and wider private capital circles. As is often the case, historical perspective is helpful. Private capital operates in a dynamic and competitive environment, as GPs and LPs strive to achieve superior net returns, through good times and bad. Completing deals and generating the positive returns that LPs Mark O’Hare expect has never been more challenging than it is CEO, Preqin today, given the availability of capital and the appetite for attractive assets in the market. Innovation and answers: transparent data, combined with thoughtful dynamism have long been an integral aspect of the communication and debate. private capital industry’s arsenal of tools, comprised of alignment of interest; close attention to operational Preqin’s raison d’être is to support and serve the excellence and value add; over-allocation in order to alternative assets industry with the best available data. -
Going Public Production Company Through Its a Shares
Co-published section: United Kingdom About NWR • A pure play hard-coal-mining and coke Going public production company through its A Shares. • A leading supplier of hard coal in the fastest growing region in Europe. Partial exits can benefit PE firms, as a £3.5 billion Czech IPO • Owns five established mines and two coking facilities in northeast Czech shows. Adam Levin and Claudine Ang of Dechert explain Republic. It is pursuing opportunities in n May 2008, the shares of New World cant minority stake, following which RPG Poland and elsewhere. Resources NV (NWR), a Dutch-incor- Industries acquired that majority investor (in • One of the largest industrial groups in the porated company (formerly a 2004) and took OKD private (in 2005), after Czech Republic in terms of assets and wholly-owned subsidiary of RPG a squeeze-out of minority interests. It was one revenues. IIndustries SE) with mining operations in the of the largest leveraged finance transactions in • Second largest private employer in the Czech Republic, were admitted to trading on Central Europe at that time. country with approximately 18,341 the London, Prague and Warsaw stock The restructuring that followed shows the employees and 3,563 contractors. exchanges. The offering, after exercise of the focus that private equity houses can bring to a greenshoe option, was approximately £1.3 business. This included: the consolidation of the billion (approximately $2.5 billion) resulting mining businesses within one entity, OKD, the Mining Division or its assets. The IPO was in a market capitalisation of about £3.5 bil- rather than the five entities within which the only with respect to the A Shares. -
Valuing the Employee Purchase of Employer Company Stock—Part II
VOL. 13, ISSUE NO. 4 OCTOBER 2010 Valuing the Employee Purchase of Employer Company Stock—Part II by Robert F. Reilly 8. Protective provisions and veto rights; 9. Board participation rights; Editor’s Note : The previous installment of this series sum- 10. Drag-along rights; marized the generally accepted valuation approaches related 11. Right to participate in future equity offerings; to the employee purchase of employer company stock. This 12. Right of fi rst refusal in future equity offerings; installment summarizes the impact of security-specifi c con- 13. Management rights; tractual rights and privileges on the employer stock valuation . 14. Access to information rights; and 15. Tag-along rights. Contractual Rights and Privileges Some contractual rights and privileges can separately (and Each of the above-listed contractual rights may relate to a materially) impact the stock value in an employee stock pur- particular class of employer company equity. More com- chase, as well as have an effect on the stock marketability and monly, these particular rights and privileges may only relate, control attributes. The valuation analyst should ensure that by contract, to a particular block of the company stock. For the value increment associated with contractual rights is not example, that block of stock may be the stock sold to the double-counted (i.e., both considered as a marketability/con- general employee group, the stock granted to identifi ed senior trol attribute and then added again as a contractual attribute). executives, or the stock retained by certain members of the company founding family. Each of these contractual rights and The analyst should also ensure that the full value increment privileges has a value. -
LIVK Merger Announcement with Agilethought Press Release
AgileThought, a pure-play digital solutions provider that delivers high-end software development at scale, to list on Nasdaq through a business combination with LIV Capital Acquisition Corp. • AgileThought is a leading pure play provider of agile-first software, end-to-end digital transformation and consulting services to Fortune 1000 customers with diversity across end-markets and industry verticals • AgileThought delivers high-end software development at scale under a uniquely competitive onshore and nearshore business model that leverages talent from the U.S., Mexico and other Latin American countries to serve U.S. corporations • The business combination between AgileThought and LIV Capital Acquisition Corp. (“LIVK”) (the “Transaction”) values the combined company at a proforma enterprise value of approximately $482 million and is expected to provide approximately $124 million in primary gross proceeds to AgileThought, including $81 million of cash held in LIVK’s trust account (assuming no redemptions in connection with the Transaction), and a fully committed $43 million investment by PIPE investors and LIV Capital at $10.00 per share. The fully committed investment will, at funding, satisfy the minimum cash requirement to close the Transaction • The Transaction will enhance AgileThought’s position at the forefront of the more than $750 billion digital transformation services market in the U.S., offering one of a kind, agile software development capabilities with onshore and nearshore delivery • The Transaction is expected to close in the third quarter of 2021 subject to LIVK’s shareholders approval and other customary conditions. Following the closing of the Transaction, the combined company will remain listed on Nasdaq under the new ticker symbol AGIL • AgileThought and LIVK will host a joint investor conference call to discuss the details of the proposed Transaction on May 10, 2021 at 11:00 AM EST. -
Leveraged Buyouts, and Mergers & Acquisitions
Chepakovich valuation model 1 Chepakovich valuation model The Chepakovich valuation model uses the discounted cash flow valuation approach. It was first developed by Alexander Chepakovich in 2000 and perfected in subsequent years. The model was originally designed for valuation of “growth stocks” (ordinary/common shares of companies experiencing high revenue growth rates) and is successfully applied to valuation of high-tech companies, even those that do not generate profit yet. At the same time, it is a general valuation model and can also be applied to no-growth or negative growth companies. In a limiting case, when there is no growth in revenues, the model yields similar (but not the same) valuation result as a regular discounted cash flow to equity model. The key distinguishing feature of the Chepakovich valuation model is separate forecasting of fixed (or quasi-fixed) and variable expenses for the valuated company. The model assumes that fixed expenses will only change at the rate of inflation or other predetermined rate of escalation, while variable expenses are set to be a fixed percentage of revenues (subject to efficiency improvement/degradation in the future – when this can be foreseen). This feature makes possible valuation of start-ups and other high-growth companies on a Example of future financial performance of a currently loss-making but fast-growing fundamental basis, i.e. with company determination of their intrinsic values. Such companies initially have high fixed costs (relative to revenues) and small or negative net income. However, high rate of revenue growth insures that gross profit (defined here as revenues minus variable expenses) will grow rapidly in proportion to fixed expenses. -
Essay on Anti-Takeover Provisions and Corporate Spin-Offs Wei Du Louisiana State University and Agricultural and Mechanical College, [email protected]
Louisiana State University LSU Digital Commons LSU Doctoral Dissertations Graduate School 2015 Essay on Anti-takeover Provisions and Corporate Spin-offs Wei Du Louisiana State University and Agricultural and Mechanical College, [email protected] Follow this and additional works at: https://digitalcommons.lsu.edu/gradschool_dissertations Part of the Finance and Financial Management Commons Recommended Citation Du, Wei, "Essay on Anti-takeover Provisions and Corporate Spin-offs" (2015). LSU Doctoral Dissertations. 3901. https://digitalcommons.lsu.edu/gradschool_dissertations/3901 This Dissertation is brought to you for free and open access by the Graduate School at LSU Digital Commons. It has been accepted for inclusion in LSU Doctoral Dissertations by an authorized graduate school editor of LSU Digital Commons. For more information, please [email protected]. ESSAY ON ANTI-TAKEOVER PROVISIONS AND CORPORATE SPIN-OFFS A Dissertation Submitted to the Graduate Faculty of the Louisiana State University and Agriculture and Mechanical College in partial fulfillment of the requirements for the degree of Doctor of Philosophy in The Interdepartmental Program in Business Administration by Wei Du B.S., Tongji University, 2008 M.S., Illinois Institute of Technology, 2010 May 2016 Acknowledgements This paper could not be written to its fullest without the help, support, guidance and efforts of a lot of people. First of all, I would like to express my deepest sense of gratitude to my research advisor and dissertation chair Dr. Gary C. Sanger, for his guidance, encouragement and support throughout the time of my dissertation research, even in the week before his surgery. I admire his wisdom deeply and regard him as my lifelong role model to follow. -
1 PARTIAL DEMERGER PLAN of LUXOTTICA S.R.L. in FAVOUR OF
PARTIAL DEMERGER PLAN OF LUXOTTICA S.r.l. IN FAVOUR OF LUXOTTICA GROUP S.p.a. The Board of Directors of Luxottica S.r.l., a single-member company (hereinafter “Luxottica” or the “Company to be Demerged”) and Luxottica Group S.p.A. (hereinafter “Luxottica Group”, or the “Beneficiary Company” and Luxottica and Luxottica Group referred to collectively hereinafter as the “Companies Participating in the Demerger”) have prepared the following Demerger plan (the “Demerger Plan”) for the partial demerger of Luxottica S.r.l. in favour of Luxottica Group S.p.A. (hereinafter, the “Demerger”) in accordance with articles 2506, 2501-ter and 2505 paragraph 2, as referred to in article 2506-ter of the Italian Civil Code. It is to be noted that: (i) Luxottica Group holds the full share capital of Luxottica and therefore, in compliance with the provisions of articles 2505, paragraph 1, and 2506-ter, paragraph 5, of the Italian Civil Code: The administrative bodies of Luxottica and the Luxottica Group did not prepare the report for the Demerger Plan as stated in articles 2506-ter paragraphs 1 and 2, and 2501- quinquies of the Italian Civil Code; The experts’ report will not be prepared as stated in article 2501-sexies of the Italian Civil Code, as referred to in article 2506-ter, paragraph 3, Italian Civil Code. (ii) In accordance with the terms of articles 2505, paragraph 2, and 2506-ter, paragraph 5, of the Italian Civil Code, the provisions of article 23 of the articles of association of Luxottica Group (contained in Annex “A” of the Demerger Plan), -
The Most Important Chart in Sustainable Finance?
fAGF. AGF SUSTAINABLE MARKET INSIGHT The Most Important Chart in Sustainable Finance? By Martin Grosskopf and Andy Kochar AGF SUSTAINABLE fAGF. A great deal has been written in the last few All financial assets and in fact all investment theses have years about the rise of sustainability in the some aspect of duration embedded in their valuation and premiums. For equities, duration can be considered as the financial sector – often either on sustainability time it takes to recoup one’s initial investment through itself (corporate or policy objectives) or on the future cash flows. An estimation of today’s equity market opportunity and risks for financial markets duration is provided in Figure 1. The idea is that long- duration equity investments have a significant proportion (stock prices and fund flows). As we all know, of their intrinsic value tied to their terminal value, thereby the COVID-19 crisis accelerated this movement, making them susceptible to drawdowns when interest with sustainability-linked products taking the rate volatility picks up on a cyclical basis. lion’s share of new fund flows, and with many As one can see from this estimation, the duration of the sustainability-linked themes significantly U.S. equity market has until very recently been increasing since the Great Financial Crisis, thanks to falling interest outperforming in 20201. rates and the significant, growing presence of long- However, 2021 has brought some significant rotation duration sectors such as Information Technology and away from companies with the most to benefit from Health Care. On the other hand, although the fixed capital inflows and the most to offer over the long income market has had its share of duration extensions term – for example, pure EV and battery companies, as well, S&P 500 equities have stretched to a duration of renewables, and so on.