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Content Part 1: Mergers & Acquisitions (M&A)
Content Endorsements V Preface VII Authors IX Part 1: Mergers & Acquisitions (M&A) Chapter 1: Why Mergers&Acquisitions? 1.1 The Term "Mergers & Acquisitions" 1 1.1.1 Mergers 2 1.1.2 Acquisitions 6 1.1.3 M&A and business alliances 6 1.1.3.1 Forms of business alliances 6 1.1.3.2 M&A versus business alliances 9 1.2 Reasons for and success factors of M&A 10 1.3 M&A of listed companies 13 1.3.1 Challenges for listed companies 13 1.3.1.1 Increased public perception 13 1.3.1.2 Shareholder structure 14 1.3.1.3 The target company's share price as an uncertainty factor 14 1.3.1.4 The bidder company's share price as an uncertainty factor 15 1.3.2 Legal characteristics 16 1.3.2.1 The regulations of § 93 AktG 16 1.3.2.2 The regulations of § 15 WpÜG 16 1.3.2.3 The regulations off 21 WpHG 16 1.3.3 Takeover regulations 16 1.3.3.1 Overview of the "Wertpapiererwerbs- und Übernahmegesetz" (WpÜG) (Security Purchase and Takeover Act) 17 1.3.3.2 The bid process according to the WpÜG 18 1.3.3.3 Squeeze out 20 1.4 The process of M&A 21 Chapter 2: Initial Phase (Phase 1) 2.1 Pitch 23 2.2 Choice of process 25 2.2.1 The discrete approach 25 2.2.2 Simultaneous bilateral negotiations 25 2.2.3 Controlled competitive auction 25 2.2.4 Full public auction 25 2.3 Candidate screening and selection 27 2.3.1 MBO or MBI 28 Bibliografische Informationen digitalisiert durch http://d-nb.info/997693088 XII Content 2.3.2 Financial investors 29 2.3.3 Strategie investors 30 2.4 Advisers 32 2.4.1 Investment banks 32 2.4.2 Accountants and tax advisers 33 2.4.3 Lawyers 34 2.4.4 Other -
More Than Just Looking for Profit
Analysis ROUNDTABLE SPONSORS APAX PARTNERS • ARDIAN • DECHERT • EURAZEO More than just looking for profit Four insiders tell Carmela Mendoza how the private equity industry in France has shifted amid political and fiscal changes and why sustainability has become a much bigger play n 15 April, three days year, a 13 percent jump from the previous election of Macron as president in 2017 before Private Equity year’s €16.5 billion and the highest ever has totally changed the attitude of for- International gathered since industry association France Invest eign investors toward France – from the four French private began tracking data in 1996, according to measures to attract talent into technology equity veterans to- its Activity of French Private Equity in 2018 or venture companies, to the end of the gether in Paris for a report. wealth tax.” Odiscussion on the market, a massive blaze The industry is also delivering: French Many funds did not want to touch hit the 850-year-old Notre Dame Cathe- private equity has generated a net internal France from 2010 to 2016, he says, with dral, destroying its iconic spire and a large rate of return of 10 percent-plus over 10 most London-based pan-European funds part of the roof. Thousands of Parisians years, data from France Invest show. looking almost exclusively at northern Eu- watched in horror as flames engulfed the Eddie Misrahi, president and chief exec- rope. “Brexit first happened, then Macron gothic masterpiece. utive of mid-market firm Apax Partners, says was elected nine months later and sudden- When we met on a warm spring after- the upward trajectory of French private eq- ly everybody wanted to be in France.” noon a few days later, Notre Dame and its uity is the result of the natural evolution of François Jerphagnon, managing direc- imminent restoration was on everyone’s the industry, partly helped by Brexit, which tor and head of expansion at Ardian, adds: minds. -
The Rise of Late-Stage Funding for European Technology Scale-Ups
Blooming Late: The rise of late-stage funding for European technology scale-ups NOVEMBER 2019 Introduction Europe’s technology industry continues to grow up. Across the EU, Israel, Russia and Turkey, startup ecosystems are flourishing, expanding and - in a few places - maturing into veritable world-class hotbeds for innovation. Evidently, challenges remain and Europe will have to overcome many of them to even have a chance of staying competitive in an ever-evolving world - and with haste to boot. To continue scaling up and accelerate the maturation process of its key tech hubs, Europe has to play to its strengths and eliminate some of its inherent weaknesses to mitigate the risk of getting left behind. Two of these weaknesses have historically been the lack of major exits and late-stage financing rounds (€100 million and more) for Europe’s fastest-growing tech businesses as catalysts for growth. As we’ve detailed in previous reports on the influx of capital for Europe’s finest tech startups, there has been a tremendous increase in investment volume for early-stage and growth-stage companies in recent years, with no signs of a slowdown so far. Numbers only tell part of a story, but the rise in seed and growth capital (Series A-B-C) flowing to European tech businesses across the region paints a picture of a healthy collection of ecosystems with potential for further growth. But when it comes to really big rounds of financing, Europe hasn’t really seen many of those to date, certainly not in comparison to the US and, increasingly, China. -
Annual Report
Building Long-term Wealth by Investing in Private Companies Annual Report and Accounts 12 Months to 31 January 2021 Our Purpose HarbourVest Global Private Equity (“HVPE” or the “Company”) exists to provide easy access to a diversified global portfolio of high-quality private companies by investing in HarbourVest-managed funds, through which we help support innovation and growth in a responsible manner, creating value for all our stakeholders. Investment Objective The Company’s investment objective is to generate superior shareholder returns through long-term capital appreciation by investing primarily in a diversified portfolio of private markets investments. Our Purpose in Detail Focus and Approach Investment Manager Investment into private companies requires Our Investment Manager, HarbourVest Partners,1 experience, skill, and expertise. Our focus is on is an experienced and trusted global private building a comprehensive global portfolio of the markets asset manager. HVPE, through its highest-quality investments, in a proactive yet investments in HarbourVest funds, helps to measured way, with the strength of our balance support innovation and growth in the global sheet underpinning everything we do. economy whilst seeking to promote improvement in environmental, social, Our multi-layered investment approach creates and governance (“ESG”) standards. diversification, helping to spread risk, and is fundamental to our aim of creating a portfolio that no individual investor can replicate. The Result Company Overview We connect the everyday investor with a broad HarbourVest Global Private Equity is a Guernsey base of private markets experts. The result is incorporated, London listed, FTSE 250 Investment a distinct single access point to HarbourVest Company with assets of $2.9 billion and a market Partners, and a prudently managed global private capitalisation of £1.5 billion as at 31 January 2021 companies portfolio designed to navigate (tickers: HVPE (£)/HVPD ($)). -
Mezzanine Finance White Paper 2Nd Edition
Mezzanine Finance White Paper 2nd Edition Corry Silbernagel Davis Vaitkunas Amendments to Mezzanine Capital Structures section with Ian Giddy, NYU Stern School of Business, 2012 Copyright © 2003-2018 Bond Capital Mezzanine Inc. - All rights reserved. 1730 - 1111 West Georgia Street Vancouver, BC Canada V6E 4M3 T 604.687.2663 www.bondcapital.ca MEZZANINE FINANCE Mezzanine investments are tailored investments that bring the preferred features of both debt and equity into a single facility. Mezzanine investors are often non-bank institutions and specialty funds seeking absolute return on capital. Mezzanine facilities are customized to the specific cash flow need of the investee Companies that use company, which not only helps the investee company mezzanine capital get more senior debt capital, but may also reduce the access more capital need for equity and thus dilution to the shareholders. and can achieve higher Common transactions that use mezzanine facilities include growth through expansion projects, acquisitions, returns on equity. recapitalizations, management buyouts, and leveraged buyouts. Companies that use mezzanine capital access more capital and can achieve higher returns on equity. The availability of mezzanine capital can be cyclical, while the amount used in any transaction is influenced by market leverage profiles and the availability of senior debt and equity sources. The pricing of a combination of senior debt and mezzanine debt can be comparable to that of a high yield note. Most mezzanine investments are repaid through cash generated by the business, a change-of-control sale or recapitalization of the company. 2 Mezzanine Finance White Paper Copyright © 2003-2018 Bond Capital Mezzanine Inc. -
Obama's Top Fund-Raisers. (Updated Sep. 13, 2012). the New York
Obama’s Top Fund‐Raisers. (Updated Sep. 13, 2012). The New York Times. http://www.nytimes com/interactive/2012/09/13/us/politics/obamas‐top‐fund‐raisers.html Fund‐raising totals through May for some of the top “bundlers” (those who gather checks from friends and business associates) for President Obama’s campaign and the Democratic National Committee, according to internal financial documents obtained by The New York Times. The figures do not include contributions from the fund‐raisers themselves and may not reflect all of the money they raised. RAISED IN 2011 TOTAL RAISED NO. NAME & 2012 SINCE 2007 LOCATION OCCUPATION EMPLOYER 3 Jeffrey Katzenberg and Andy Spahn $2,064,280 $6,606,379 Los Angeles Founder/Principal; President Dreamworks; Andy Spahn & Associates Inc 4 Andrew Tobias $4,080,220 $6,206,942 Miami Writer Self 5 Frank White Jr. $2,343,649 $5,946,654 Washington Executive Self 6 Anna Wintour $2,682,001 $5,448,371 New York Editor‐in‐Chief Vogue 7 Azita Raji $3,151,647 $4,764,932 Belvedere, Calif. Retired Self 8 Michael Kempner $3,096,882 $4,592,646 East Rutherford, N.J. Chief executive and president MWW Group 9 Denise Bauer $2,360,300 $4,367,187 Belvedere Tiburon, Calif. Homemaker Self 10 Steve and Allison Spinner $2,274,175 $4,363,410 Menlo Park, Calif. Self Self 11 Jane Stetson $2,433,975 $3,970,113 Norwich, Vt. National finance chairwoman Democratic National Committee 12 Orin Kramer $2,000,700 $3,898,600 New York Managing partner Boston Provident 13 Mark Gilbert $1,232,988 $3,362,278 Boca Raton, Fla. -
Mercuria Holdings / 7347
Mercuria Holdings / 7347 COVERAGE INITIATED ON: 2019.01.10 LAST UPDATE: 2021.08.12 Shared Research Inc. has produced this report by request from the company discussed in the report. The aim is to provide an “owner’s manual” to investors. We at Shared Research Inc. make every effort to provide an accurate, objective, and neutral analysis. In order to highlight any biases, we clearly attribute our data and findings. We will always present opinions from company management as such. Our views are ours where stated. We do not try to convince or influence, only inform. We appreciate your suggestions and feedback. Write to us at [email protected] or find us on Bloomberg. Research Coverage Report by Shared Research Inc. Mercuria Holdings / 7347 RCoverage LAST UPDATE: 2021.08.12 Research Coverage Report by Shared Research Inc. | https://sharedresearch.jp INDEX How to read a Shared Research report: This report begins with the trends and outlook section, which discusses the company’s most recent earnings. First-time readers should start at the business section later in the report. Executive summary ----------------------------------------------------------------------------------------------------------------------------------- 3 Key financial data ------------------------------------------------------------------------------------------------------------------------------------- 5 Recent updates ---------------------------------------------------------------------------------------------------------------------------------------- 6 -
Summit Program Book
Beyond Talk: Leadership, Action and Impact A Virtual Summit for Investors March 16-17, 2021 12 pm - 5:15 pm EDT 1 The RFK Compass Investor Program for 2021 is underwritten by Summit brought to you with the generous support of EVENT PRODUCER 2 2021 RFKCOMPASS SPRING INVESTOR SUMMIT ROBERT F. KENNEDY HUMAN RIGHTS C MPASS 2019 CONFERENCE Beyond Talk: Leadership, Action and Impact A Virtual Summit for Investors March 16 –17, 2021 | 12:00pm - 5:15pm EDT AGENDA Tuesday, March 16, 2021 11:45 am Virtual Lobby Opens for All Attendees 12:00 pm Welcome Remarks by Summit Chair • Sancia Dalley, Senior Vice President, Strategic Partnerships and Investor Engagement, Robert F. Kennedy Human Rights 12:05 pm FIRESIDE CHAT | The First Year of the Biden-Harris Administration: What Can Investors Expect on Policy and Social Issues • Yamiche Alcindor, White House Correspondent, PBS NewsHour (Moderator) • Afsaneh Mashayekhi Beschloss, Founder and Chief Executive Officer, Rockcreek • Michael Frerichs, Treasurer, State of Illinois 12:50 pm The Healthcare Market: Investment Opportunities, Vaccines, and the Inequities of a Pandemic • The Honorable Eric D. Hargan, Former US Deputy Secretary, Health and Human Services (Moderator) • Adam Blumenthal, Founder and Managing Partner, Blue Wolf Capital Partners • Matt Holt, Managing Director and President, Private Equity, New Mountain Capital • Bill Lee, Senior Vice President and Chief Investment Officer, New York Presbyterian Hospital 1:35 pm NETWORKING SESSION 2:00 pm Investing in the World We Want to Live In - Data, Society and Impact • Felix Salmon, Chief Financial Correspondent, Axios (Moderator) • David Craig, Group Head, Data & Analytics and Chief Executive Officer, Refinitiv London Stock Exchange Group (LSEG) • José E. -
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. -
AGENDA = Board Action Requested
BOARD OF UNIVERSITY AND SCHOOL LANDS Pioneer Meeting Room State Capitol July 29, 2020 at 9:00 AM AGENDA = Board Action Requested 1. Approval of Meeting Minutes – Jodi Smith Consideration of Approval of Land Board Meeting Minutes by voice vote. A. June 25, 2020 – pg. 2 2. Reports – Jodi Smith A. June Shut-In Report – pg. 19 B. June Extension Report – pg. 25 C. June Report of Encumbrances -- pg. 26 D. June Unclaimed Property Report – pg. 31 E. April Financial Position – pg. 32 F. Investments Update – pg. 41 3. Energy Infrastructure and Impact Office – Jodi Smith A. Contingency Grant Round Recommendations – pg. 42 4. Investments – Michael Shackelford A. Opportunistic Investments – pg. 44 5. Operations – Jodi Smith A. Continuing Appropriation Authority Policy – Second Reading – pg. 100 B. Payment Criteria Policy – Repeal – pg. 103 C. Assigned Fund Balance – pg. 105 6. Litigation – Jodi Smith A. United States Department of Interior M – 37056 – pg. 109 B. Mandan, Hidatsa, and Arikara Nation vs. United States of America, 1:20-cv-00859-MCW C. Mandan, Hidatsa, and Arikara Nation vs. United States Department of Interior, et al., 1:20-cv-01918 Executive session under the authority of NDCC §§ 44-04-19.1 and 44-04-19.2 for attorney consultation with the Board’s attorneys to discuss: - Next Meeting Date – August 27, 2020 88 Minutes of the Meeting of the Board of University and School Lands June 26, 2020 The June 26, 2020 meeting of the Board of University and School Lands was called to order at 8:05 AM in the Coteau Meeting Room of the State Capitol by Chairman Doug Burgum. -
Board Meeting Agenda Wednesday, May 26, 2021, 9:30 A.M.* I
Board Meeting Agenda Wednesday, May 26, 2021, 9:30 a.m.* I. Minutes (Voting Item) II. Executive Director/Chief Investment Officer Report A. PRIT Fund Performance and Markets Update B. Organizational Updates III. PRIM’s Investment Equity Diversity Program Update – “The FUTURE Initiative” IV. Investment Report A. Strategy Group 1. Portfolio Completion Strategies Performance Summary 2. Power Pacific China A-Shares Absolute Return Managed Account (Voting Item) 3. Risk – Benchmarking Review (Voting Item) B. Public Markets 1. Performance Summary 2. Other Credit Opportunities: New Investment Recommendation: Oaktree Fund-of-One (Voting Item) C. Private Equity 1. Performance Summary and Cash Flows 2. Commitment Summary 3. Follow-on Investment Recommendations: (Voting Item) a. Hellman & Friedman Capital Partners Fund X, L.P. b. TA Associates XIV, L.P. and TA Select Opportunities Fund II, L.P. c. Providence Strategic Growth Fund V, L.P. d. Insight Venture Partners XII, L.P., Insight Partners XII Buyout Annex Fund, L.P., and Insight Partners Fund X Follow-On Fund, L.P. e. Quad-C Partners X, L.P. f. Thompson Street Fund VI, L.P. 4. Follow-on Investment Recommendation: Flagship Pioneering Fund VII, L.P. (Voting Item) D. Real Estate and Timberland Performance Summary V. Finance & Administration Report A. Draft Fiscal Year 2022 Operating Budget (Voting Item) B. Issuance of a Request for Proposals (RFP) for Proxy Voting Services (Voting Item) C. Legal/Legislative Update D. Other Matters: 1. March 2021 PRIM Operating Budget 2. Travel Report 3. Client Services *This meeting will be held in accordance with the provisions of the Governor's Order of March 12, 2020 "Suspending Certain Provisions of the Open Meeting Law", and all members of the Board will participate remotely via audio/video conferencing, and public access to the deliberations of the Board will likewise be provided via telephone. -
Mezzanine Debt:Benefits Or Drawbacks for Firm's
Revista Tinerilor Economiti (The Young Economists Journal) MEZZANINE DEBT: BENEFITS OR DRAWBACKS FOR FIRM’S FINANCING? Assoc. Prof. Ph.D Giurca Vasilescu Laura University of Craiova Faculty of Economy and Business Administration, Craiova, Romania Abstract: Mezzanine finance is an alternative source of finance to debt and equity and it can be helpful in financing the start-up and firms’ expansion. But in order to take their investment decisions, the firms should compare the benefits and challenges generated by this form of financing in function of their development stage or the specific features of their activities. Despite the fact that mezzanine finance instruments are gaining in importance, and the advantages overtake the disadvantages, they still remain little used compared with traditional forms of financing (loan financing). JEL classification: G32, M21 Key words: mezzanine debt, financing, firm, benefits, disadvantages Introduction Nowdays the access to finance become more and more restrictive: the existing credit lines have been reduced and new loans from traditional lenders are difficult to obtain. Also, the access to the public capital markets is virtually non-existent. Moreover, in the new circumstances generated by the international financial crisis, the firms have to face the difficult economic condition and an increasing need for major investments. Also, the continuing turmoil from the financial markets made lenders more risk averse and consequently, they continue to reduce the availability of credit and limit leverage (von Bradsky and French, 2008). Therefore, alternative forms of financing such as mezzanine debt are becoming more and more a supplement to the traditional forms of corporate financing for firms (Brokamp et all, 2004), (Glen, 2006).