Mergers Acquisitions and Other

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 MERGERS,
ACQUISITIONS, AND
OTHER RESTRUCTURING
ACTIVITIES



Praise for Mergers, Acquisitions, and Other Restructuring Activities, Sixth Edition

DePamphilis has masterfully covered in one book all relevant managerial, strategic, financial, accounting, legal and tax aspects
of M&A in an easily understood roadmap for any M&A transaction, large or small. With totally up-to-date material, he provides
the crucial information that is necessary in today’s rapidly changing M&A world.
—Lloyd Levitin, Professor of Clinical Finance and Business Economics, University of Southern California

After teaching M&A for ten years, I was relieved when last semester I finally switched to DePamphilis’ text. His single book
replaced numerous other sources that I had to use before. His academic rigor is combined with his deep personal experience as
a deal maker, and thus the textbook is highly valuable to both newcomers and those who have been involved in transactions for
many years.
—Viktoria Dalko, Global Professor of Finance, Harvard University Extension School

Mergers, Acquisitions, and Other Restructuring Activities, Sixth Edition, delivers an essential understanding of the corporate
restructuring processes by combining insights from many case studies with academic rigor. The book points out how M&A can
create value as well as the ways it can lead to value destruction. In addition to the state-of-the-art valuation techniques, it also
explains the regulatory corporate governance framework for both the United States and Europe. It’s an excellent text, and I
highly recommend it.
—Luc Renneboog, Professor of Corporate Finance, Center, Tilburg University

Great textbook that in a simple and straightforward manner combines the latest insights from academia with contemporary
industry practices. It fits perfect in a class of MBA students or executives. I will for sure use it next time I teach M&A.
—Karin Thorburn, DnB Nor Professor of Finance, Norwegian School of Economics and Business Administration

Mergers, Acquisitions, and Other Restructuring Activities is quite simply an outstanding text. Don DePamphilis delivers a
comprehensive guide to the M&A process from start to finish. . . . In sum, this book is a comprehensive, up-to-date, outstanding
text.
—Scott C. Linn, R.W. Moore Chair in Finance and Economic Development, the University of Oklahoma

Praise for Mergers, Acquisitions, and Other Restructuring Activities, Fifth Edition

This is a truly comprehensive text and does a wonderful job at supplying the underlying motives and theory
as well as the critical ‘in practice’ elements that many books lack. It spans all types of M&A and restructuring
transactions and covers all the relevant knowledge from the academic research to the practical legal, accounting,
and regulatory details. The book is up-to-date and teaches the state-of-the-art techniques used today. It contains
numerous cases and spreadsheet support that enable the reader to put into practice everything that is covered.
The combination of great writing and active case learning make this book the best I have seen in the M&A and
restructuring arena.
—Matthew T. Billett, Associate Professor of Finance, Henry B. Tippie Research Fellow, University of Iowa

I am happy to recommend the Fifth Edition of Mergers, Acquisitions, and Other Restructuring Activities. Having used
prior editions of Don DePamphilis’ text, I can affirm that this edition builds on a firm foundation of coverage, real-
world examples, and readability. My students have consistently responded favorably to prior editions of the book.
In this edition, I was delighted to discover that Don is expanding his coverage of family-owned businesses, already
a strength in his earlier editions that were distinguished by their coverage of the valuation of privately held busi-
nesses. Additional attention is paid to restructuring, bankruptcy, and liquidation as well as risk management, which
are clearly topics of interest to every business person in today’s economic climate.
—Kent Hickman, Professor of Finance, Gonzaga University

The fifth edition is one of the most comprehensive books on mergers and acquisitions. The text combines theo-
ries, valuation models, and real-life cases to give business students an overall insight into the M&A deal process.
The up-to-date real-life examples and cases provide opportunities for readers to explore and to apply theories to
a wide variety of scenarios such as cross-border transactions, highly levered deals, firms in financial distress, and
family-owned businesses. The chapter on restructuring under bankruptcy and liquidation both inside and outside
the protection of the bankruptcy court is timely and most useful in light of today’s economic crisis. Overall, this is an
excellent book on mergers, acquisitions, and corporate restructuring activities.
—Tao-Hsien Dolly King, Rush S. Dickson Professor of Finance, Associate Professor,
Department of Finance, The Belk College of Business, University of North Carolina at Charlotte

Mergers, Acquisitions, and Other Restructuring Activities is an interesting and comprehensive look at the most im-
portant aspects of M&A and corporate restructuring—from strategic and regulatory considerations and M&A deal
process, through several chapters on M&A valuation and deal structuring, to other types of restructuring activities.
It not only provides a road map for the M&A and other corporate restructuring transactions, but also highlights the
key things to watch for. The book is clearly written with extensive but easy-to-follow case examples and empirical
findings and cases to illustrate the points in the text. It is a book by an expert, and for M&A instructors and students
as well as practitioners.
—Qiao Lui, Faculty of Business and Economics, The University of Hong Kong

I am delighted with Don DePamphilis’ Mergers, Acquisitions, and Other Restructuring Activities, Fifth Edition. It is a
clear, comprehensive, and thorough discussion of the issues involving all restructuring activities. The use of mini-
cases throughout each chapter both highlights and clarifies key elements of aspects of the decision-making pro-
cess. The end-of-chapter discussion questions are ideally complemented with the problem set questions to challenge
readers’ understanding of the covered concepts. I am impressed with the current reflection of market conditions
throughout the text and the extent of the recent changes to provide greater understanding for students. I expect to
find that the students are also impressed with its the clarity and structure when I introduce this edition to my course.
I recommend it to any professor covering mergers, acquisitions, bankruptcies, or other restructuring , , , to cover
limited topics, or as a text for a complete course on restructuring.
—John F. Manley, Professor of Finance, Hagan School of Business, Iona College

Mergers and acquisitions continue to be amongst the preferred competitive options available to the companies seek-
ing to grow and prosper in the rapidly changing global business scenario. In the Fifth Edition of his path breaking
book, the author and M&A expert Dr. DePamphilis illustrates how mergers, acquisitions, and other forms of restruc-
turing can help a company grow and prosper in the highly complex and competitive corporate takeover market-
place. Interspersed with most relevant and up-to-date M&A case studies . . ., this book deals with the multifarious
aspects of corporate restructuring in an integrated manner . . .a lucid style. . . . Every effort has been made to deal
with the intricacies of the subject by offering comprehensive coverage of the latest methods and techniques . . . of
both public and private companies.
The book provides practical ways of dealing with M&As even in an economic downturn with a chapter on corporate
restructuring under bankruptcy and liquidation. With the greatly enlarged and up-to-date material on varied aspects
of the subject, the book provides a plethora of real-world examples which will go a long way in making the subject
easy, stimulating, and interesting to both academicians and practitioners alike.
—Donepudi Prasad, ICFAI Business School, Hyderabad, India

Professor DePamphilis has made significant, important, and very timely updates in the Fifth Edition of his text. He
incorporates contemporary events, such as the credit crunch and the latest accounting rules in the West, plus M&A
issues in emerging markets including family businesses. He also readdresses corporate governance, a topic that will
become increasingly important in Business Schools the world over in M&A. This text has become, and will increas-
ingly become, the definitive comprehensive and thorough reference on the subject.
—Jeffrey V. Ramsbottom, Visiting Professor, China Europe International Business School, Shanghai

I think the Fifth Edition of Mergers, Acquisitions, and Other Restructuring Activities does a comprehensive job of cover-
ing the M&A field. As in the previous edition, the structure is divided into five parts. These are logical and easy to
follow, with a nice blend of theory, empirical research findings, and practical issues. I especially like two chapters—
the chapter on bankruptcy and liquidation is extremely relevant in today’s economic conditions, and the chapter on
private equity and hedge funds is interesting because M&A activities by these players are not well-documented in
the literature. Overall, I believe that MBA students would find the book useful both as a textbook in class and as a
reference book for later use.
—Raghavendra Rau, Purdue University and Barclays Global Investors

This book is truly outstanding among the textbooks on takeovers, valuation, and corporate restructuring for several
reasons: the DePamphilis book not only gives a very up-to-date overview of the recent research findings on take-
overs around the world, but also offers nearly 100 recent business cases. The book treats all the valuation techniques
in depth and also offers much institutional detail on M&A and LBO transactions. Not just takeover successes are
analyzed, but also how financially distressed companies should be restructured. In short, the ideal textbook for any
M&A graduate course.
—Luc Renneboog, Professor of Corporate Finance, Tilburg University, The Netherlands

The Fifth Edition of Mergers, Acquisitions, and Other Restructuring Activities by Professor Donald DePamphilis is an
excellent book. Among its many strengths, I could easily identify three features that stand out. First, it is up to date,
covering the recent knowledge published in most of the academic journals. Second, it offers comprehensive coverage
of the subject matter, including chapters on the U.S. institutional, legal, and accounting environment; on technical
aspects; valuation techniques; and strategic issues. Third, it is practical by including Excel Spread Sheet Models and
a large number of real cases. These three aspects along with the . . . end-of-chapter discussion and review questions,
problems, and exercises make this book one of the best choices for the subject.
—Nickolaos G. Travlos, The Kitty Kyriacopoulos Chair in Finance, and Dean,
ALBA Graduate Business School, Greece

It is difficult to imagine that his fourth edition could be improved on, but Dr. DePamphilis has done just that. This
edition is clearer, better organized, and contains a wealth of vitally important new material for these challenging
times. I especially recommend the new chapter on liquidation for members of boards of directors who face extreme
circumstances. This is a remarkably useful book for readers at any level—students, instructors, company executives,
as well as board members. Bravo Don!
—Wesley B. Truitt, Adjunct Professor, School of Public Policy, Pepperdine University

The book is an excellent source for both academicians and practitioners. In addition to detailed cases, it provides
tools contributing to value creation in M&A. A must book for an M&A course.
—Vahap Uysal, Assistant Professor of Finance, Price College of Business, University of Oklahoma

An impressive detailed overview of all aspects of mergers and acquisitions. Numerous recent case studies and ex-
amples convince the reader that all the material is very relevant in today’s business environment.
—Theo Vermaelen, Professor of Finance, Insead

The DePamphilis text is an excellent textbook that provides a full end-to-end view of the process with the appropri-
ate level of detail. I have reviewed many M&A texts, and this text provides an excellent process view rather than
just a series of topics.
—Stephen G Morrissette, University of Chicago
 MERGERS,
ACQUISITIONS, AND
OTHER RESTRUCTURING
ACTIVITIES
An Integrated Approach to Process,
Tools, Cases, and Solutions

NINTH EDITION

Donald M. DePamphilis, Ph.D.

Emeritus Professor of Finance
College of Business Administration
Loyola Marymount University
Los Angeles, CA, United States
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 Dedication

I would like to express my gratitude for my wife, Cheryl, and my daughter,

Cara, whose patience made the completion of this book possible; for my brother,
Mel, who encouraged me to undertake this book; and for the blessings
of my beautiful grandchildren Max and Hannah.
 Contents

About the Author xv 2. The Regulatory Environment

Preface to the Ninth Edition xvii
Inside Mergers and Acquisitions: Comcast·s
Acknowledgments xxv Accempred 2015 Takeover of Time Warner
Unravels in the Face of Vigorous Opposirion 48
Chaprnr Overview 49
I Understanding Federal Securities Law 49
Undersran<ling Anricrusc Legislation 59
THE MERGERS AND The lmplicacions for M&A of rhe Dodd-Frnnk Wall
Street Reform and Consumer Protection Ace 68
ACQUISITIONS Srare Regulations Affecting Mergers and
ENVIRONMENT Acquisitions 68
Restrictions on Direct Investment in the Unite<l
1. An lnrroduction to Mergers, States 72
The US Foreign Corrupt Practices Act 72
Acquisitions, and Other Restructuring
Fair Disclosure (Regulation FD) 73
Activities
Specific Industry Regulation 74

Inside Mergers and Acquisitions: Banle of the Environmental Laws 76

Discount Retailers-Dollar Tree Acquires Labor and Benefit Laws 76
Falllily Doi lar 6 Cross-BorJer Transactions 77
Chapter Overview 8 Some Things r o Remember 78
Why M&As Happen 8 Discussion Questions 78
Historical Developments in
M&As 16 l The Corporate Takeover Market
Un<lerscanding Corporate Restructuring
Activities 19 Inside Mergers and Acquisitions: Strntegy Matters
Alternative T<1keover Scracegies 22 in Takeover Hanle� 84
The Role of Holding Companies in Mergers ChapLer Overview 85
and Acquisitions 23 Corporate Govemance 85
T h e Role of Employee Srock Ownership Plans Understanding Alternative Takeover Taccics 94
(ESOPs) in M&As 23 Other Tactical Considerations 99
Business Alliances as Akcm<1tivcs to Developing a Bidding Strategy I0 I
M&As 24 Accivisr lnvest0r�: Gaining Influence Without
Parcicipancs in che Mergers and Acquisition� Control 103
Process 25 Understanding Alcernacive Takeover Defenses 105
The Implications o( M&As for Sharehol<lers, The Impact of Takeover Defenses on Shareholder
Bondhol<lers, and Sociery 31 Value l 17
Some Things to 40
Remember Some Things ro Remen1her 120
Chapter Discussion Questions 41 Discussion Questions 121

ix
x C0NTE1'TS

6. Postclosing Integration
II
THE MERGERS AND Inside Merger and Acquisitions: How a Chinese
Oil Gianr Stumbled in its Largest Cross-Border
ACQUISITIONS PROCESS: Postmerger Integration Effort 204
Chapter Overview 205
PHASES 1-10 The. Role of Integration in Successful
Acquisitions 206
4. Planning: Developing Business and lnregr,uion I a Process, Not an Event 209
Acquisition Plans Integrating Business Alliances 224
Integrating Family-Owned Fir ms 226
Inside Mergers and Acquisirions: Turmoil Among Some Things to Remember 226
Media Companies 130 Chapter Discussion Questions 227
Chapter Overview 132
TI1e Role of Planning in Mergers and
Acquisitions 132
The Merger aml Acquisirion Process 134
III
Phase I: Building the Business Plan 135
The Business Plan as a Communicarion
MERGERS AND
Documenc 1.5 l ACQUISITIONS VALUATION
Phase 2: Building the Merger-Acquisition
lmplemenrntion Plan 152
AND MODELING
Some Thing· to Remember 156
Discussion Questions 1 58 7. Merge rs and Acquisitions Cash Flow
Valuation Basics
5. Implementation: Search Through
Inside M&A: The Role of Valuarion Mechodologies
Closing in Fairness Opinions and Appraisal Rights 236
Ch<1pter Overview 237
Inside M&A: Struggling Johnson Conrrols and
Escimating Required Financial Recun'\S 238
Tyco Merge to Create a More Focused Global
Risk Assessmenr 244
Business 166
Calculating Free C<1sh Flows 249
Chapter Overview 167
Applying Discounted Cash Flow Methods 251
Charncreri$tics of I ligh-Performing
Using the Enterprise Method ro Esrimare Equity
Acquirers 168
Value 259
Phase 3: The Search Process 169
Valuing Nonoperaring Assets 264
Phase 4: The Screening Process 172
Pulling it All Together 266
Phase 5: First Contact 173
Some Things to Remember 270
Phase 6: Negotiation 177
Discussion Questions 270
Phase 7: Developing the l ntegra rion
Practice Problems and Answers 271
Plan 185
Phase 8: Closing J.87
Phase 9: lmplemencing Postclosing 8. Relative, Asset-Oriented, and Real
Integration 191 Option Valuation Basics
Phase LO: Conducting a PQstclosing
Evaluation 192 Inside Mergers anti Acquisitions: Man<1ging Coke's
The Increasing Application of "IY.m1 Analytics" Natural Drink Business Portfolio 278
in M&As 193 Chapter Overview 279
Some Things to Remember 195 Relative Valuation Methods 279
Discussion Questions 195 Asset-Oriented Methods 288
 CONTENTS XI

The WeighceJ Av emgc Valu,1tion MechoJ 293 Some Things co Remember 383
A<lju�ting Valuation farim.1te., for Purchase Di'>Cussion Que,cion, 384
Price Premiu1m 293 Pmcrice Problem'> and An-.wer' 384
Real Opuons An,1ly,1s 294
Dctermmmg When co Use the Different Approaches
to Valuauon 303 IV
What Jo Valuation Profe:-.,1onal, Jo in Praccice1 303
Some Thmg' Ill Remcm hcr 305 DEAL STRUCTURING AND
Di:icu�wn Que,tiorh 305
FINANCING STRATEGIES
Pr,rcucc Prohlcm, anJ Amwcr-. 305

l l. StruclUring the Deal

) Financial Mo<leling Basics
Inside M&A: The Elu-,1ve ls.,ue of Pr ice 394
ln�i<le M&A: The Unrelenting Allure o f Lhe
Chapter Overvi ew 396
"Tr.1mform;itivc" Acqu1�irion-Microsofr Buys
The De<tl-Structuring Procci.;, 397
Linkcdln m its Biggest Deal in I lismry 314
Form of Acqui�ition Vehicle and Pmtclosing
Chapter Overview .31 5
Org;mization 400
Whar Is Financi;1I Mo<leling1 316
Leg<ll Form of the Sellin g Emily 401
Financial Modeling Dara Requirement� 316
Form of Payment 40 I
Common Fimmcial Model Linkages 319
Managing Risk and Re<1ching Conscnsw. on Purchase
Key Step� in the Val uation Process 321
Price 405
Model Ralancmg Mechanism 334
Constructing Collar Arrangements 411
Dara 5<.1ur c c� 335
Form of Acquisrcion 413
Man.iging the Model 340 &ime Things to Remember 42'
� ing Valuation hMrC' rn a Ne;u-Zero lnter�t
Addrc�
Di-;cus.'>ion Quc.,rions 42 3
Rare Em imnmeni HI
Some Tlun!.!' to Remcmher 341
12. tructuring the Deal
Dbcu�10n QueMion� 341
Pmcuce Problem� and Amwer� 342 Inside M&A: The Planned Pfizer nnd Allergan
Merger Thwarted hy Ch;mging ·fox
I( Analysis an<l Valuation of Privately R egul ation., 410
HelJ Firms Chaprer o,·erview 4n
Alcemarive Tax Sm1crure., 433
In,ide M&A: Owner·� Dcci'iion to Retire Forces Sale Taxable Trnn�acriom 4B
of Born I lealrh Care 354 Tax-Free Transactions 435
Chapter Overview 355 Other Tax Considerations Afe
f cting Corporate
Challengcs of Valuing Privately Held Restructuring 441
Com panies 35 7 Fimincial Rt:ron ing of Ru.,inc�s 01mhim11 ion� 447
Process for Valuing Privately I lckl Businesses 358 Impact of Purchase Accounting on Busine;,'
Seep I: Adjusting Financial Statement� 358 Combinations 450
S1ep 2: Applying Valu;uion Methodologies co Rec<1piralization ("Recap") Ac count in)l 456
Privately Held Companies 364 'ornc Things w Rcmcrnhcr 457
Step 3: Devclopmg Dbcount Rates 366 Discus..,ion Q uest iom 457
, rep 4: Applying Conrrol Premiums, Liquidity, and Pmctice Problems and An�wers 458
Minoriry l1ix:o11ni- 3 71
Taking Privme Compantc'> Puhlic 378 I ) . Financing the Deal
Using Lever,1gcd Employee wck Ownership Plans to

Buy Pri\'atc Companie., 381 Inside M&A: lnformanca Goes Pri\«ltc ro Implement
Empirical 'tud1c-, of ' harc h okl cr Returns 382 an Aggrc�si\'c 'pending Progmm 464

pro porO dek

XII CONTEl\TS

Ch<1ptcr Overview 466 Empirical FmJing' 576

Iluw Arc M&A Tran�auion� Commonly Some Thing, to Rc me ml'Cr 578
FmanccJ? 466 Di-,cui;,.iun Que•liun' 57
What b the Role ofPrh•Jte Equity, I ledge, and
Vcnrure Capit a l Funds m Deal Financing! 473
I( AILernative Exit and Re tructuring
LcverageJ Buyout � Fimmcmg Strategies 479
Wh,u F;u..lllrs Arc Critical to ucc�ful LBOs? 485 trnrcgics
I low Do U�O, Crt'atc V<1luc! 487
Inside M&A: General Elccmc Returns to its
Common LBO O...a l ,mJ C'-apital Srrucrures 492
lnJustrial Ruor' 584
Some Thing" rn Rememher 495
Chapter Ovt'r. it'W 585
Discussion Que�rions 495
Why 00 Finn;, Exit Bu,ine�;,? 586
Dive;,Liture;, 589
14. Applying Financial Models
Spin-Offs 596
Equity C:irvc-Out:. 599
Inside Merger� and Acquisitions: M&A Financial
Spli t-Offs anJ Split-Up, 601
Model Applicarioih 504
Tmcking, T<1rgclCd, e111J Lcller Stoch 604
Chaprer Overview 506
Rc,trucruing lmplcrncnt<•tion Issues 606
Undcr,tunding and Applying M&A Financial
Models 507 Key Restructure Leg-al Documents 608

M&A MoJels: Srock Purchases Comparin g Alternative Exit and Restructuring

513
M&A MoJel;,: A>Scl Purcha,cs 533 Strategies 609
Choo,,ing A111ung Divcsrilllrc, Carve-Out,
Quantifying Synergy 5)6
;md Spin-Off Re:.rrucrnring Strategics 610
Som<' T hing, to Remember 537
Derem1inanrs ofRerum" to, harehnlJers Resulring
D1�cu.,,,ion Quest1om 538
Practice Problems anJ An,wers 539
From Re·mucruring ,rrategies 611
Some Thing,, ro Rcmemhcr 618
Appendix A: Deht Rep<1ymenr Schedule, Com·errible
ernriue,, lmcrc't Rate>, and /3 547
Chapter Di'<'.u,:.ion Que't ion' 61 $

Alccrnacivc Exit and Restructuring

7 trategie

ALTERNATIVE BUSINESS ln�1de M&A: Hercule, Off.,horc Inc Emerge>

From Court Prmectiun Thr ough a PrepackageJ
AND RESTRUCTURING
Bankruptcy 624
STRATEGIES Chaprer Overview 625
Busincs� foilurc 626
Business Alliances Volunwry Settlement Out,idc of Bankruptcy
Cuurt 627
lrn.ide M&A: Comcast', NBCUniversal Invests Reorganiwrinn and Liquidatio n
in BuzzFced and Vox in a Search ror a Younger in Brmkrurrcy 629
Audience 552 Alremarive Oprions for F:iil ing Firms 638
Chapter Overview 55) The lncrca�ing Role of I l edge Fund:. in the
Mmivmion' for B u,ine.,., Allianct:' 555 Bankruprcy Procc" 640
What Make, Bu,mcss Alliance' Succe�ful? 559 Failing Firnh and Sy�rcmi c Risk 641
Alternative Legal Form,ofBu,incs, Predicring (',,orpor:ire Oefaulr
Alli:mce' 560 and Bankruptcy 642
Strategic and Opemnonal Pl� 567 Empirical Srudics ofFinancial Dbtre ;, 645
Resolving Bu,me'' Alli;mce O...al-Srructuring Some Thing,, to Rememl'Cr 647
J...,ue' 567 Chapter D1-<.u�ion Que,uom, 647

Iv..
 CONTENTS xiii

Cross-Border Mergers and Acquisitions Planning and Implcmenting Crossborder Transactions

in Emerging Countries 666
Inside M&A: Chip Industry Omsolidation 654 How arc Crossborder Transactions Valued? 667
Chapcer Overview 655 Empirical Scudies of Cross-Border Transactions 680
Globalizacion: The Elephanc in che Room? 656 Some Things to Remember 684
Mocives for lncernacional Expansion 658 Chapter Discussion Quesrions 685
Common Lntemarional Markee En try
St rncegie:. 660 References 691
Structuring Crossbor<ler Deals 661 Glossary 7l9
Financing Crossborder Deals 665 lndex 727
 About the Author
Dr. Donald DePamphilis has managed
through closing more than 30 transactions,
including acquisitions, divestitures, joint
ventures, minority investments, licensing,
and supply agreements in a variety of dif-
ferent industries. These industries include
financial services, software, metals manufac-
turing, business consulting, healthcare, auto-
motive, communications, and real estate. He
earned a BA in Economics from the Univer-
sity of Pittsburgh and an MA and a PhD in
Economics from Harvard University.
He is currently Emeritus Professor of Fi-
nance at Loyola Marymount University in
Los Angeles, where he has taught mergers
and acquisitions, corporate restructuring,
deal making, financial analysis, financial
modeling, micro- and macroeconomics (to
both business and nonbusiness majors) to
undergraduate, MBA, and Executive MBA
students. In addition, he has taught corpo-
rate governance and executive leadership to
Executive MBA students.
Dr. DePamphilis has also served as an in-
structor in the Loyola Marymount University
International Executive Education Program,
teaching corporate restructuring tactics and
strategies in a global context. He has served
as chair of the Student Investment Fund at
Loyola Marymount University’s College
of Business and has been a member of the
graduate business program curriculum com-
mittee. He has also directed curriculum de-
velopment and faculty recruitment efforts in
specific teaching modules within the Univer-
sity’s Executive MBA program.
Dr. DePamphilis is the recipient of the
Loyola Marymount University Executive
xv
MBA Leadership Achievement Award and
has represented the University on the Los
Angeles Council of Economic Advisors serv-
ing Mayor Eric Garcetti on matters relating
to the economy.
Dr. DePamphilis has lectured on M&A
and corporate restructuring, financial analy-
sis, and economics at the University of Cali-
fornia, at Irvine, Chapman University, and
Concordia University. As a visiting professor,
he taught mergers and acquisitions and cor-
porate restructuring strategies at the Antai
School of Management, Shanghai Jiao Tong
University, in Shanghai, China. He has also
served as a Teaching Fellow in economics at
Harvard University.
The author has more than 25 years of ex-
perience in businesses ranging in size from
small privately owned firms to Fortune 100
companies in various industries and with
varying degrees of responsibility. Previous-
ly, he served as vice president of Electronic
Commerce for Experian Corporation, vice
president of Business Development at TRW
Information Systems and Services, senior
vice president of Planning and Marketing
at PUH Health Systems, director of Corpo-
rate Business Planning at TRW, and chief
economist for National Steel Corporation
(formerly a Fortune 100 company).
He also served as Director of Banking and
Insurance Economics for Chase Economet-
ric Associates providing consulting services
to dozens of clients in private industry and
the government and as an economic analyst
for United California Bank. While at United
California Bank, he developed a complex,
interactive econometric forecasting, and
xvi About the Author
simulation model of the US economy, which
was used in both internal and external bank
forecasts and in conducting simulations of
alternative economic outcomes based on
differing assumptions. Dr. DePamphilis has
also spoke to numerous industry trade as-
sociations and customer groups and to Los
Angeles community and business groups.
He is a graduate of the TRW and National
Steel Corporation Executive Management
programs.
Dr. DePamphilis has authored numerous
articles, chapters in books, and books on
M&A. He has published in the areas of busi-
ness planning and development, marketing,
and economics in peer-reviewed academic
journals, as well as business and trade pub-
lications. His books include the highly pop-
ular, award-winning Mergers, Acquisitions,
and Other Restructuring Activities, now in its
ninth edition; Mergers and Acquisitions Basics:
All You Need to Know; and Merger and Acqui-
sition Basics: Negotiation and Deal Structuring.
Mergers, Acquisitions, and Other Restructuring
Activities has been translated into Chinese
(now in its second edition) and Russian and
has been used in more than 100 universities
worldwide. The 7th edition was voted the
2014 Textbook Excellence Award (Texty) in
the business book category by the Text and
Academic Authors Association. For more
detail, see http://www.taaonline.net/2014-
taa-textbook-award-winners
Dr. DePamphilis has served as a consul-
tant in product and personal liability, patent
infringement, and business valuation litiga-
tion, including but not limited to providing
expert analysis and depositions in cases pri-
marily related to mergers and acquisitions.
He has also served in an advisory capacity
on matters of acquisition target selection, ne-
gotiation support, and business valuation.
The author has been a board member
of the National Council of Orange County
(California), Economics Club of Pittsburgh,
Economic Council of Western Pennsylvania,
and the Hospital Council of Western Penn-
sylvania. He has also been active in the Ro-
tary Club and Junior Achievement.
Please forward any comments you
may have about this book to the author at
dondepam@pacbell.net. Your suggestions
about ways in which this text may be im-
proved are welcome.
 Preface to the Ninth Edition
TO THE READER
The pace of change in today’s world
could hardly have been imagined a few gen-
erations ago. The accelerating change and
broadening scope of technology has irre-
trievably altered our lifestyles and the way
we conduct business. New products and
services are required to address the needs
of the world’s aging population. And an in-
creasingly interconnected world in terms of
information, capital, and trade flows means
that what happens in one region impacts
other areas almost in “real time,” having
both immediate and long-term implications.
For example, largely unanticipated events
such as “Brexit” (i.e., the UK’s vote to with-
draw from the European Union) in mid-2016
immediately whipsawed global financial
markets and raised questions about the long-
term viability of the European Union and fu-
ture global trading patterns. The largely un-
expected outcome of the US elections in late
2016 created additional uncertainty about
the country’s tax and trade policies and their
potential impact on future economic growth.
Mass migration from civil war, culture clash,
and questions about who is benefiting from
expanding international trade have stoked
concerns about the sustainability of the ”glo-
balization“ of the last four decades. Uncer-
tainty has become the norm. How we deal
with it is the challenge.
The dynamism of today’s global economy
requires corporations to restructure their
businesses to remain competitive. This re-
structuring entails activities ranging from
mergers and acquisitions to divestitures and
xvii
spin-offs to reorganization under the protec-
tion of national bankruptcy laws. Against
this backdrop, this book attempts to bring
clarity to what can be an exciting, complex,
and sometimes-frustrating subject. Intend-
ed to help the reader think of the activities
involved in mergers, acquisitions, busi-
ness alliances, and other types of corporate
restructuring in an integrated way, M&A ac-
tivities are discussed in the context in which
they occur.
This book is unique in that it is the most
current, comprehensive, and cutting-edge
text on M&A and corporate restructuring
available. It is current in that it includes many
of the most up-to-date and notable deals and
precedent setting judicial decisions, as well as
new regulations, trends, and tactics employed
in M&As. Today’s challenges threaten to make
obsolete some of the tools employed to value
businesses, the way M&As are financed, and
the way society thinks about M&As. The im-
plications of the continuing low (and in some
instances negative) interest rate environment
for commonly used valuation methodologies
has yet to be fully understood. The proposed
takeover of Time Warner by AT&T in late
2016 raises concerns that such combinations
could concentrate too much power in a single
media company. Today’s politics, policies,
and economics are reflected in the case stud-
ies in the ninth edition which involve deals ei-
ther announced or completed during the last
several years. This edition is comprehensive in
that nearly all aspects of M&As and corpo-
rate restructuring are explored from business
planning to target selection and valuation to
negotiation and integration. It is cutting edge
xviii PREFACE TO THE NINTH EDITION
in that conclusions and insights are anchored
by the most recent academic research, with
references to more than 160 empirical studies
published in leading peer-reviewed journals
just since 2015.
The highlights of the new edition are
listed here:
• New Cases: More than ninety-percent
of the nearly forty case studies are new
and involve transactions announced
or completed since 2015. These cases
represent friendly, hostile, highly
leveraged, and cross-border deals in ten
different industries, involving public and
private firms, as well as firms experiencing
financial distress. All end of chapter case
studies begin with a “Key Objectives”
section indicating what the student should
learn from the case study and include
discussion questions and solutions
available in the online instructors’ manual
to measure student comprehension
(https://textbooks.elsevier.com/web/
Manuals.aspx?isbn=9780128016091).
• Latest Research: This edition focuses on
the most recent and relevant academic
studies, some of which contain surprising
insights changing the way we view
this subject matter. Recent research has
significant implications for academicians,
students, M&A practitioners, and
government policy makers shedding
new light on current developments and
trends in the ever-changing mergers and
acquisitions market.
• New Content: Each chapter contains
fresh information and insights on the
changing market for M&As. This new
content is highlighted in the following
discussion.
M&A Environment: Chapter 1 which
provides an overview of M&As now
includes updated merger wave activity,
the impact of target earnings management
on acquirer postmerger financial returns,
how takeover defenses affect premiums
paid and deal completion rates, and
the impact of investor sentiment on
bidder abnormal returns. The chapter
also discusses the limitations of the
methodologies and data employed in
the various academic studies cited. The
discussion of M&A regulatory matters in
Chapter 2 has been expanded to include
the impact of the United States Federal
Trade Commission’s net neutrality rules
on M&As, the effectiveness of Securities
(SEC) and Exchange Commission
enforcement actions and their impact on
firm value, and new SEC M&A related
governance rules, as well as an update of
prenotification filing and SEC reporting
requirements. Chapter 3, which deals
with takeover tactics and defenses,
contains an expanded discussion of the
role of the board of directors in promoting
good corporate governance and the
incentive for firms to reincorporate to
other countries to take advantage of
more management friendly laws. This
chapter also addresses how concentrated
ownership can affect board member
selection, how the “white squire” defense
can be used to entrench management,
and the impact of an acquirer’s corporate
culture on governance practices and a
firm’s M&A strategy.
M&A Process: Chapter 4 introduces
the 10 steps of the M&A process with
a focus on the role of business and
acquisition plans and now contains a
more detailed discussion of the role
of a firm’s corporate mission/vision
in achieving successful outcomes, as
well as how ”blue ocean“ strategies
can be used to create markets without
competitors. Implementation phases of
the M&A process outlined in Chapter 5
now describe the characteristics of
 PREFACE TO THE NINTH EDITION
“high performing acquirers” and how
high entry barriers impact competition
within markets, innovation, and
provide an incentive for startups to be
acquired by leading market competitors.
Furthermore, this chapter addresses the
growing popularity of “data analytics”
in M&A and how the acquirers’ approval
process affects target selection. Chapter 6
deals with postmerger integration and
includes new discussions of alternative
integration strategies and the importance
of selecting the integration strategy
consistent with the acquirer’s objectives
and the circumstances surrounding
closing. The chapter discusses in more
detail how to address employee concerns
and the challenges of integrating family
or privately owned firms. Finally, the
chapter describes how digital tools can be
used to accelerate cultural change within
the combined firms.
M&A Valuation and Modelling:
Chapter 7 focuses on discounted cash
flow valuation and now discusses how
firms often adjust discount rates when
subject to financial and operational
constraints. The chapter also addresses
the knotty question of how abnormally
low interest rates may distort firm
valuation and how the CAPM can be
adjusted to reflect the bias introduced by
the “near zero” (or negative) interest rate
environment of the last decade. Chapter 8
introduces the basics of relative valuation
methods and includes a discussion of
what valuation professionals actually do
in practice. The basics of M&A modeling
introduced in Chapter 9 include new
examples of how companies may use
pro forma accounting to manipulate
their performance and an update to the
financial models accompanying this
book. Chapter 10 which describes the
challenges of buying and selling private
xix
firms now addresses the selection of
the appropriate marginal tax rate when
the acquirer is something other than a
publicly traded firm, the wealth effects
of alternative exit strategies for closely
held firms, and the use of special purpose
acquisition corporations as a mechanism
for taking a private firm public.
Deal Structuring and Financing
Strategies: Legal and payment
considerations described in Chapter 11’s
deal structuring discussion have been
updated to include the role of convertible
securities in resolving acquirer and
target concerns when both are lacking
in critical information about the other.
Moreover, the chapter contains recent
changes in Delaware law allowing for
expedited backend mergers involving
public companies and reducing the need
for expensive and time consuming top
up options and dual track structures.
Recent court rulings clarifying when
squeeze out mergers should be subject to
the “business judgment rule” or the more
rigorous “unified fairness standard” are
also addressed. Chapter 12 deals with tax
and accounting aspects of deals and now
addresses the criteria for determining the
acquirer in a deal, the implications of this
designation, and how this determination
is sometimes ambiguous. This chapter
also discusses the relationship between
“restructuring” charges and the
likelihood of a subsequent takeover
bid, new Treasury rules intended to
discourage “tax inversions,” potential
changes in corporate tax rates and their
implications for inversions, and recent
changes in how goodwill is calculated
and how it is treated for private firms
under GAAP. Finally, this chapter
discusses the impact on a firm’s balance
sheet of pending Financial Accounting
Standards Board reporting requirements
xx PREFACE TO THE NINTH EDITION
for operating leases and pending changes
in revenue recognition methodology and
its potential impact on M&As. Chapter 13
addresses M&A financing issues and
includes an updated discussion of
how M&As are funded as well as the
financing implications for M&As of
near zero/negative interest rates. This
chapter also contains a discussion of new
bank regulatory guidelines pertaining
to leveraged loans and their potential
impact on LBOs and a more detailed
discussion of how dilution occurs and its
potential impact on current shareholders.
Chapter 14’s discussion of the application
of financial models to M&As includes
a more detailed discussion of how
solvency and liquidity considerations can
constrain how a deal is structured and
financed.
Alternative Business and Restructuring
Strategies: Chapter 15 addresses
alternatives to M&As and has been
updated to include a discussion of how
different tax rates influence the selection
of the legal entity for various types of
business alliances, how intangible assets
contributed to JVs are valued and how
they may impact the determination
of equity contributions made by
partners; and an updated discussion of
the advantages and disadvantages of
alternative alliance structures. Chapter 16
deals with non-M&A related corporate
restructuring and now describes the
mechanics of how IPOs are executed,
the typical IPO timeline, and how
purchase premiums are determined.
Furthermore, the chapter includes a
more detailed discussion of how spin-
offs, split-offs, and Morris and Reverse
Morris Trusts must be structured to
qualify as tax-free deals, implementation
issues, and the legal agreements that
must be negotiated. Chapter 17 deals
with bankruptcy and now analyzes how
the strength of creditor rights affects a
firm’s financing strategies and includes
a complete rewrite of the section on
bankruptcy prediction models. This
chapter also addresses the degree to
which so-called systemic risk has changed
since the 2008 global financial market
meltdown and the potential impact
on M&As. In dealing with crossborder
M&As, Chapter 18 includes a discussion
of the implications of the recent backlash
against globalization for cross border
M&As, as well as an expanded analysis
of the motives for such deals, common
bidding strategies and tactics in
international M&As, and how to adjust
for political risk in valuing firms in both
emerging and developed countries. This
chapter also discusses the potential for
high financial returns from undertaking
M&As in “frontier economies.”
Updated Ancillary Materials: Both
student and instructor PowerPoint
slide presentations have been updated
to reflect recent research, trends, and
new chapter content. Located below
each slide, Instructor PowerPoint
presentations also contain suggested
topics and key points to be made by the
instructor for each slide. The student
PowerPoint slides are structured to serve
as student study guides.
The textbook contains more than 300
end-of-chapter discussion and review
questions, problems, and exercises that
give readers the opportunity to test
their knowledge of the material. Many
of the exercises enable students to find
their own solutions based on different
sets of assumptions, using Excel-
based spreadsheet models available
on the companion site to this textbook.
Solutions to all questions, problems,
and exercises are available on the
expanded Online Instructor’s Manual,
available to instructors using this book
 PREFACE TO THE NINTH EDITION
(https://textbooks.elsevier.com/web/
Manuals.aspx?isbn=9780128016091).
The online manual contains more
than 1600 true/false, multiple-choice,
and short essay questions as well as
numerical problems. In addition to
Excel-based customizable M&A valuation
and structuring software, Power Point
presentations, and due diligence
materials, the companion site also
contains a Student Study Guide.
This book is intended for students in
courses on mergers and acquisitions,
corporate restructuring, business strategy,
management, and entrepreneurship. This
book works well at both the undergraduate
and graduate levels. The text also should
interest financial analysts, chief financial
officers, operating managers, investment
bankers, and portfolio managers. Others
who may have an interest include bank
lending officers, venture capitalists,
government regulators, human resource
managers, entrepreneurs, and board
members. Hence, from the classroom to
the boardroom, this text offers something
for anyone with an interest in mergers and
acquisitions, business alliances, and other
forms of corporate restructuring.
TO THE INSTRUCTOR
This text is an attempt to provide organi-
zation to a topic that is inherently complex
due to the diversity of applicable subject mat-
ter and the breadth of disciplines that must
be applied to complete most transactions.
Consequently, the discussion of M&A is not
easily divisible into highly focused chapters.
Efforts to compartmentalize the topic often
result in the reader’s not understanding how
seemingly independent topics are integrated.
Understanding M&A involves an under-
standing of a full range of topics, including
management, finance, economics, business
xxi
law, financial and tax accounting, organiza-
tional dynamics, and the role of leadership.
With this in mind, this book provides a
new organizational paradigm for discussing
the complex and dynamically changing world
of M&A. The book is organized according to
the context in which topics normally occur in
the M&A process. As such, the book is divid-
ed into five parts: M&A environment, M&A
process, M&A valuation and modeling, deal
structuring and financing strategies, and alter-
native business and restructuring strategies.
Topics that are highly integrated are discussed
within these five groupings. See Exhibit 1 for
the organizational layout of the book.
This book equips the instructor with the
information needed to communicate effec-
tively with students having different levels of
preparation. The generous use of examples and
contemporary business cases makes the text
suitable for distance learning and self-study
programs, as well as for large, lecture-focused
courses. The extensive use of end-of-chapter
discussion questions, problems, and exercises
[with answers available in the Online Instruc-
tors’ Manual (https://textbooks.elsevier.com/
web/Manuals.aspx?isbn=9780128016091)]
offers instructors the opportunity to test the
students’ progress in mastering the material.
Prerequisites for this text include familiarity
with basic accounting, finance, economics, and
management concepts.
ONLINE INSTRUCTOR’S
MANUAL
The manual contains PowerPoint presen-
tations (including instructor commentary for
most slides) for each chapter [­ completely con-
sistent with those found on the companion
site (https://www.elsevier.com/books-and-
journals/book-companion/9780128016091)],
suggested learning objectives, recommended
ways to teach the materials, and detailed syl-
labi for both undergraduate- and graduate-
level classes, and an exhaustive test bank.
xxii PREFACE TO THE NINTH EDITION
EXHIBIT 1 Course Layout: Mergers, Acquisitions, and Other Restructuring Activities.
The test bank contains more than 1600 test
questions and answers (including true/
false, multiple choice, short essay questions,
case studies, and computational problems)
and solutions to end-of-chapter discussion
questions and end-of-chapter business case
studies in the book. The online manual also
contains, in a file folder named “Preface to
the Online Instructor’s Manual and Table of
Contents,” suggestions on how to teach the
course to both undergraduate and gradu-
ate classes (https://textbooks.elsevier.com/
web/Manuals.aspx?isbn=9780128016091).
Please e-mail the publisher at textbook@
elsevier.com (within North America), emea.
textbook@elsevier.com (Europe, Middle
East, and Africa), apa.stbooks@elsevier.com
(in Asia), and sandt.anz@elsevier.com (in
Australia and New Zealand) for access to the
online manual. Please include your contact
information (name, department, college, ad-
dress, e-mail, and phone number) along with
your course information, including course
name and number, annual enrollment, ISBN,
book title, and author. All requests are subject
to approval by the company’s representatives.
For instructors who have already adopted this
book, please go to textbooks.elsevier.com (El-
sevier’s instructors’ website), register, search
for this book, and click on the button in the
upper right-hand corner entitled “Instructors’
Manual” (https://textbooks.elsevier.com/
web/Manuals.aspx?isbn=9780128016091).
STUDENT STUDY GUIDE
The guide contained on the companion
site to this book includes chapter summa-
ries highlighting key learning objectives
 PREFACE TO THE NINTH EDITION
for each chapter as well as true/false,
multiple-choice, and numerical questions
and answers to enhance the student’s learn-
ing experience.
MANY PRACTICAL, TIMELY,
AND DIVERSE EXAMPLES AND
CURRENT BUSINESS CASES
Each chapter begins with a vignette in-
tended to illustrate a key point or points
described in more detail as the chapter un-
folds. Hundreds of examples, business cases,
tables, and figures illustrate the application
of key concepts. Many exhibits and dia-
grams summarize otherwise-diffuse infor-
mation and the results of numerous empiri-
cal studies substantiating key points made
in each chapter. Each chapter concludes
with a series of 10 discussion questions and
recent integrative end-of-chapter business
cases intended to stimulate critical thinking
and test the reader’s understanding of the
xxiii
material. Many chapters also include a series
of practice problems and exercises to facili-
tate learning the chapter’s content.
COMPREHENSIVE YET FLEXIBLE
ORGANIZATION
Although the text is sequential, each
chapter was developed as a self-contained
unit to enable adaptation of the text to vari-
ous teaching strategies and students with
diverse backgrounds. The flexibility of the
organization also makes the material suit-
able for courses of various lengths, from one
quarter to two full semesters. The amount of
time required depends on the students’ level
of sophistication and the desired focus of the
instructor. Undergraduates have consistent-
ly demonstrated the ability to master eight
or nine chapters of the book during a typical
semester, whereas graduate-level students
are able to cover effectively 12 to 14 chapters
during the same period.
 Acknowledgments
I would like to express my sincere apprecia-
tion for the many helpful suggestions received
from a number of anonymous reviewers
and the many resources of Academic Press/
Elsevier. Specifically, I would like to thank
Alan Cherry, Ross Bengel, Patricia Douglas,
Jeff Gale, Jim Healy, Charles Higgins, Michael
xxv
Lovelady, John Mellen, Jon Saxon, David
Offenberg, Chris Manning, Maria Quijada,
Warren Miller, and Chris Kohler for their con-
structive comments. I would also like to thank
Scott Bentley, Executive Editor at Academic
Press/Elsevier, for his ongoing support and
guidance.
 P A R T I

THE MERGERS AND

ACQUISITIONS
ENVIRONMENT
2 I. THE MERGERS AND ACQUISITIONS ENVIRONMENT

Merger and acquisition (M&A) activity globally and in the United States
declined in 2016 from the prior year’s pace. According to research firm De-
alogic, more than 8000 deals totaling almost $1.9 trillion were announced
in 2016 in the United States. Worldwide, announced M&A deals topped
$3.7 trillion, well below 2015’s record $4.4 trillion, which exceeded the prior
record of $4.6 trillion set in 2007.
At the time of this writing, the global recovery remains fragile and spreading
geopolitical conflict continues to spark civil wars and mass migrations. China’s
economy, the second largest in the world, sputters amid a growing mountain
of debt. Growing populism in the United States seeks to insulate home mar-
kets through protectionism. Britain’s exit from the European Union and the
rise of populism in parts of Western Europe raise concerns about the long-term
viability of the European Union. The limits of expansionary monetary policies
are evident. Countries engage in thinly disguised currency manipulation by
driving interest rates into negative territory. By the end of 2016, more than
$13 trillion worth of government bonds showed negative returns creating un-
precedented financial market conditions and a murky outlook.
In this highly uncertain environment, corporate decision making is in-
creasingly difficult. Strategic questions abound. Should excess cash flows
be reinvested in the firm or distributed to shareholders? Does restructuring
through a combination of divestitures and spin-offs make sense? Should
firms continue to “buy” growth through M&As and run the risk of over-
paying, making achieving required shareholder returns more challenging?
Should corporate executives stay with what they know or diversify? Should
firms downsize their operations to better focus on markets in which their
core competencies give them a competitive advantage? These are important
questions with no easy answers.
While this book does not promise quick answers to these demanding
questions, it does offer insight into all aspects of the corporate restructur-
ing process from takeovers and joint ventures to divestitures and spin-offs
and equity carve-outs and reorganizing businesses inside and outside the
protection of the bankruptcy court. Consequently, virtually all of the mate-
rial covered in this book can be viewed as part of the corporate restructuring
process. This part discusses the context in which mergers, acquisitions, and
corporate restructuring occur, including factors often beyond the control of
the participants in the M&A process.
Chapter 1 provides an overview of M&As of basic vocabulary, the most
common reasons why M&As happen, and how such transactions occur in
a series of somewhat predictable waves. Alternatives to M&As and partici-
pants in the M&A process, from investment bankers to lenders to regula-
tory authorities, are discussed in detail. The chapter also addresses whether
M&As benefit shareholders, bondholders, and society, with conclusions
based on recent empirical studies.
The tangle of regulations that impact the M&A process are covered in
Chapter 2, including recent changes in US federal and state securities and

 
 I. THE MERGERS AND ACQUISITIONS ENVIRONMENT 3
antitrust laws as well as environmental, labor, and benefit laws that add to
the increasing complexity of completing deals. The implications of cross-
border transactions, which offer an entirely new set of regulatory challenges,
also are explored here and elsewhere in this book in the setting in which they
commonly occur.
Viewed in the context of a market in which control transfers from sellers
to buyers, Chapter 3 addresses common takeover tactics employed as part of
an overall bidding strategy, the motivation behind such tactics, and the de-
fenses used by target firms to deter or delay such tactics. Bidding strategies
are discussed for both friendly and unwanted or hostile business takeovers.
In hostile deals, the corporate takeover is viewed as a means of disciplining
underperforming management, improving corporate governance practices,
and reallocating assets to those who can use them more effectively. While
such takeovers occur infrequently, the mere threat of hostile takeovers often
encourages incumbent managers to change their behavior. This chapter also
addresses the growing role activists are taking in promoting good corporate
governance and in disciplining incompetent or entrenched managers.
The reader is encouraged to review deals currently in the news and to
identify the takeover tactics and defenses employed by the parties to the
transactions. One’s understanding of the material can be enriched by at-
tempting to discern the intentions of both the acquiring and target firms’
boards and management, if the proposed business combination makes sense,
and thinking about what you might have done differently to achieve similar
goals. While completed deals tend to make the headlines, much can also be
learned by examining those that fail.

 
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Sbgha m’kerbub, red pebble, from Trieste.
Sbgha toweel, long bead.
H’shem battura, Arab’s nose, a large red bead.
Arms of all descriptions, of an inferior quality, will always meet
with a ready sale, as well as balls of lead, and what we call
swan-shot.
 JOURNAL

OF

AN EXCURSION,
ETC. ETC.
 PREFATORY NOTICE
TO THE

Narrative of Captain Clapperton’s Journey from Kouka to Sackatoo.

The Manuscript of the following Journal was placed in my hands by Captain

Clapperton, on his departure from England, with a request that I would see it
through the press, whenever the account of the recent mission to Central Africa
should be published. In complying with this request, I have carefully abstained
from altering a sentiment, or even an expression, and rarely had occasion to add,
omit, or change, a single word; so that my easy task has been confined to the
mere ordinary correction of the press.
Captain Clapperton, like Major Denham, as will appear from his Journal, makes
no pretensions to the systematic knowledge of natural history. They were both
excellent pioneers of discovery, and capable of ascertaining the latitude by
observations of the heavenly bodies; and also to compute, to a certain degree of
accuracy, the longitudes of the various places which they visited: and even this is
no trifling advantage to geography, though it has but too commonly been neglected
by travellers. By a strict attention to these points, by comparing them with the
courses and distances travelled, and by Captain Clapperton’s frequent endeavours
to verify the estimated results by lunar observations (though not much to be
depended on by one observer, on shore), we may now be pretty well assured of
the actual and relative positions of many places, which have hitherto been wholly
dislocated and scattered at random on our best maps of Africa,—all of them bad
enough,—and the situation of cities and towns have also been ascertained, whose
names even had never before reached us.
The only traveller of the party, who was supposed to possess a competent
knowledge of natural history, was Doctor Oudney; and he was unfortunately
disabled from the pursuit of it by a protracted illness, which terminated in death. As
so little appears in the present volume from the pen of Doctor Oudney, and as
Captain Clapperton has stated (page 5) a wish expressed by that gentleman, a
short time previous to his death, that “his papers should be put into the hands of
Mr. Barrow, or Professor Jameson, provided the request meets with Earl Bathurst’s
approbation,” I feel it necessary to say a few words on this subject. Nothing could
have been more gratifying to me than to have undertaken and executed, to the
best of my power, such a task: it is quite natural that I should have willingly done
so, were it for no other reason than my having been instrumental in his
appointment, from the strongest testimonials in his favour which I had received
from Professor Jameson, whose acquirements in natural history stand so
deservedly high in public estimation, as to entitle any recommendation from him to
immediate attention. Unfortunately, however, for this branch of science, Doctor
Oudney, at a very early stage of their journey, caught a severe cold, which fell on
his lungs, and which rendered him, on their arrival in Bornou, nearly incapable of
any exertion. It will be seen from Major Denham’s Narrative, how frequently and
how seriously, not to say alarmingly, ill, he became from the first moment of their
arrival in Bornou. In a letter addressed to Mr. Wilmot Horton, of the date of the 12th
September, 1823, Doctor Oudney says, “I send you a simple itinerary from Fezzan
here; that to the river Shary, and the borders of Soudan, and my remarks on
Bornou, I must leave till another time. I cannot write long; one day’s labour in that
way makes me ill for a week.”
No account of these journeys to the river Shary, and the borders of Soudan,
appear among his papers; nor any materials respecting them, beyond what are
contained in a very general account of the proceedings of the Mission, in an official
letter addressed to the Secretary of State. The papers, delivered to me by Captain
Clapperton, consisted of an account of an excursion, jointly performed by these
gentlemen, from Mourzuk to Ghraat, the first town in the Tuarick country:—some
remarks on the journey across the Great Desert, which appear not to have been
written out fair:—and the rest, of mere scraps of vocabularies, rude sketches of the
human face, detached and incomplete registers of the state of the temperature,
and a number of letters to and from the Consul at Tripoli, respecting the pecuniary
and other affairs of the mission, wholly uninteresting, and of which no use
whatever could be made.
The Journey to Ghraat above mentioned, I have caused to be printed at the
end of the Introductory Chapter, with which it appears to be partly connected,
omitting some trifling details, of no interest whatever; and I requested Major
Denham to add a few foot-notes, chiefly geological, to his own Journal across the
Great Desert. It seems to have been well known to the party that Doctor Oudney
could not possibly survive the journey into Soudan; and, indeed, he was well
aware of it himself; but his zeal to accomplish all that could be done, would not
suffer him to remain behind. It was that zeal which led him to undertake the
journey to Ghraat, which not a little increased his disorder; for, to say the truth, he
evidently was labouring, while in England, under a pectoral complaint; but when I
told him so, and strongly advised him not to think of proceeding (as I had before
done to his unfortunate predecessor Ritchie), he, like the latter, persisted that,
being a medical man, he best knew his own constitution, and that a warm climate
would best agree with it. Neither of them, however, seem to have calculated on the
degree of fatigue, and the sudden changes of temperature, to which they were
necessarily to be exposed.
 With every disadvantage of collecting, preserving, and bringing home from so
great a distance, and over so dreary a desert of twelve hundred miles, specimens
of natural history, it will be seen, by reference to the Appendix, that this department
of science has not been neglected.
JOHN BARROW.
 JOURNAL

OF

AN EXCURSION,
ETC. ETC.
 SECTION I.
FROM KOUKA TO MURMUR, WHERE DR. OUDNEY DIED.

From our first arrival in Bornou, we intended to avail ourselves of

the earliest opportunity of exploring Soudan. Our preparations being
at length completed, and the sheikh having consented to our
departure, although with some degree of reluctance, Dr. Oudney,
notwithstanding the infirm state of his health, and myself, were ready
to set out on the 14th December, 1823. Accordingly we sent off our
camels and servants in the morning, and went in person to take
leave of the sheikh. On this occasion we found him in an inner
apartment, attended by two or three servants only. He asked us, as
he had often done before, if, in the course of our travels, we
proposed going to Nyffee. We answered, yes, if the road was open.
He replied, it was a great distance; and he feared we were not likely
to return to Kouka. We told him we hoped to return, if possible,
before the rains set in; but however that might be, we assured him
we should ever retain a grateful sense of his exceeding great
kindness towards us. He bade us farewell in the most affectionate
manner. About noon we left the town, accompanied by our comrade,
Major Denham, and most of the principal inhabitants. Even Hadje Ali
Boo Khaloom, with whom we had frequent occasion to be
dissatisfied, joined the train: they attended us to the distance of four
or five miles, and then took leave; our friend, the cadi Hadje
Mohamed Zy Abedeen, having first repeated the Fatha, or first
chapter of the Koran. We halted at the village of Fuguboo Thorio,
where our servants had pitched our tents, being distant from Kouka
about ten miles.
Our party consisted of Dr. Oudney and myself, two servants,
Jacob the Jew, a sort of major domo, and three men of Fezzan. We
had three saddle horses, and four sumpter camels; the servants,
except Jacob, were on foot. There were also in the kafila (commonly
pronounced goffle) twenty-seven Arab merchants, two of whom were
shreefs, or descendants of the Prophet, one from Tunis, the other
from Houn, near Sockna, and about fifty natives of Bornou. The
Arabs were mostly mounted on horses, which they intended for sale;
some having besides a led horse. The Bornouese were on foot; one
of them, a hadje or Mahometan pilgrim, who had visited Mecca,
would on no account stay behind at Kouka, but persisted in
accompanying us, for the express purpose of having his hand
regularly dressed by Dr. Oudney: he had been wounded by the
accidental bursting of a gun; he invariably pitched his tent close to
that of the Doctor, whom he always regarded with the utmost
respect.
Dec. 15.—We started at seven o’clock. The road was the same
we had travelled on a former visit to Old Birnee. We were no longer
annoyed with the noise and confusion in pitching the tents, or with
the clamours of obstreperous camel drivers; which we had formerly
experienced when under the guidance of Boo Khaloom. The weather
too was clear, cool, and pleasant. A little after mid-day we halted at
the wells of Budjoo; distance, north-west by north, seventeen miles.
Dec. 16.—We met several kafilas from Gubsharee and the
surrounding country, going to Kouka. Their heavy goods were
carried on bullocks; the smaller packages, weighing from twenty to
thirty pounds, were borne on men’s heads. The bearers poise their
burdens with much dexterity and ease to themselves, by cords
hanging from the sides of the packages, which are carried
lengthwise on the head; by this simple contrivance they avoid the
fatiguing posture of keeping the arm raised. We halted about three
o’clock in the afternoon.
We still pursued the Old Birnee road: we saw several of the large
red and white antelopes, called by the Arabs mohur. We encamped
on the margin of one of the lakes, formed by the overflowing of the
Yow; the river was only about a quarter of a mile distant from us, to
the north. It had now fallen fully six feet, and its current might be
about three miles an hour.
Dec. 18.—We travelled along the banks of a chain of small lakes
formed by the Yow, once, perhaps, its original channel. I observed,
by the roadside, the tracks of various wild animals,—among others
of the hippopotamus and lion. We passed one of the country fairs,
held on a small hill, near the ruins of a large town which had been
destroyed by the Felatahs. We halted at Damasak, near an
encampment of the sheikh’s cowherds; who, on hearing that we
were in the kafila, brought us an abundant supply of milk.
Dec. 19.—As the low grounds from Damasak to Mugabee, about
ten miles distant, were inundated, we were obliged to make a long
circuit by an upper road, frequently wading across hollows filled with
water. At noon we had to halt on the banks of one of those
temporary rivers which are formed during the wet season: it still
contained a considerable body of water, which was running at the
rate of about two miles an hour. We met here several kafilas of
loaded bullocks, on their way from Gubsharee and Soudan. The
people were busily floating their goods over the river on rafts, made
of bundles of reeds; but there being too few in number to transport
our baggage, it was necessary to make new rafts for ourselves. We
therefore pitched our tents; and one man was sent by each of the
Arab merchants to cut long reeds, which are readily made into rafts,
by lashing bundles of them across two long poles.
I proceeded two or three miles up the banks of the river, which
last summer did not contain a drop of water. The lower road certainly
exhibited the appearance of being overflowed during the rains; but
nobody, from merely seeing it in that state, could suppose that for
nearly one half of the year it is a broad sheet of water, or that the
upper road itself is traversed, for the same period, by several large
streams falling into the Yow. The ferry-dues, paid to the people who
swim over with the rafts, are a rotal for every camel load of goods:
the rotal is now merely nominal, and represents a pound of copper,
eight or ten of which are equivalent to a Spanish dollar. The bullocks,
horses, and camels, are made to swim over, together with the negro
slaves.
Dec. 20.—Hitherto the atmosphere had been clear and serene,
but to-day it became hazy, and was particularly cold about day-
break. Hadje Ali, the invalid alluded to, having a very large raft, we
ferried over our baggage upon it without the smallest accident, by
means of a rope fastened to each end. It was far otherwise with the
Arabs a little lower down the river; there was nothing but hubbub and
bustle among them: many, through ignorance or obstinacy, had their
goods much damaged. The greatest difficulty was with the camels
and female slaves; the women screamed and squalled with great
vehemence; several of the men seemed almost in as great a panic
as the ladies, especially those of Fezzan, none of whom could swim;
and some of them jumped off the raft into the water three or four
times, before they could muster courage to cross. The camels
occasioned a great deal of trouble, one man having to swim before
with the halter in his teeth, while another kept beating the animal
behind with a stick, which every now and then attempted to turn
back, or bobbed its head under water. Before all had crossed, it was
too late to continue our journey that day; we therefore encamped on
the west bank for the night.
Dec. 21.—We still travelled along the upper grounds, on account
of the extent of the inundation. Yet the earth itself was so dry, that we
were put in some slight danger by a kafila, near Old Birnee,
carelessly setting the grass on fire in the course of the night: the fire
advanced rapidly, like a sea of flame, and must have put us all to
flight had we not had the good fortune to obtain shelter within the
ruined walls of the city, which checked a little the progress of the
conflagration. We did not halt, however, but continued our route to a
town called Bera, on the banks of a beautiful lake, likewise formed
by the overflowing of the Yow. Immediately there was quite a fair in
our camp, the townswomen coming with gussule or Guinea corn,
bean straw, cashew nuts, and milk; which they offered in exchange
for glass beads and gubga, or native cloth. The beads in greatest
request are pretty large, of a chocolate colour, with a small spiral
white ring round the middle, and are called by the natives
conteembalee, or Muckni; the latter appellation is derived from a
sultan of Fezzan of that name, who was originally a merchant, and
first brought these beads into fashion. A single bead exchanged for a
quart of Guinea corn. The gubga is narrow cotton cloth, of native
manufacture, about a palm in width; forty fathoms of which are
usually valued at a dollar. The value of commodities in barter seems
to be maintained with a certain stability, somewhat like the money
rate of exchange in Europe, by fixing a local standard price for those
articles in greatest demand, in lieu of the fictitious par of exchange,
which, with us, powerfully influences and indirectly regulates all
money transactions.
Dec. 22.—We crossed over a neck of land formed by a bend of
the river to a town called Dugamoo, where we halted. The banks of
the river are every where studded with towns and villages.
Dec. 23.—The morning was cold. Dr. Oudney had been very
unwell during the night, and felt himself extremely weak. At eight
o’clock we left Dugamoo, and, following a winding path, nearly due
west, we reached Deltago, having passed a number of towns and
villages, one of which, called Kukabonee, was of considerable size,
and contained perhaps 5000 or 6000 inhabitants. The country to the
west of Old Birnee rises in gentle undulations of hill and dale. There
are very few trees, except on the banks of the Yow. The soil is chiefly
a red clay. The inhabitants raise great quantities of Guinea corn, and
beans something like calavances. We had a very plentiful market.
The people here preferred coral, and the beads called
conteembalee, in exchange for grain, &c. to native cloth. Gunpowder
was much sought after as a medicine. To-day we gave a sheep as a
boozafer or gift, by way of footing, which all pay who travel this way
for the first time; a practice akin to our usage on doubling capes, or
crossing the tropics and line. Cotton seed bruised is very much used
for feeding sheep, bullocks, asses, and camels. These animals soon
become extremely fond of it: it is an excellent food for fattening them.
In the evening gussule was sent for our horses and camels, as had
been done in the other towns: we passed as soon as the people
learned we were the friends of the sheikh.
Dec. 24.—Dr. Oudney felt himself much better. We halted to-day,
on account of one of the merchants’ camels falling lame; the owner
was obliged to send to Dugamor to buy another. The kafila kept a
grand boozafer day, and all merchant new-comers paid a dollar
apiece, or gave its value in goods.—Time is to these people of no
importance: whatever accidental occurrence takes place to detain
them, they bear the delay with perfect indifference.
Dec. 25.—The weather clear and cool. We left Deltago, and,
winding along the banks of the river, or occasionally cutting off a
bend by a cross path, we reached Bedeekarfee. There is more wood
here than we had yet seen, and the soil is still a strong red clay.
Villages and towns are numerous; the inhabitants principally belong
to the Alluanee tribe of Shouah Arabs. The town of Bedeekarfee is
large and populous. The governor, commonly called in this and other
African towns Sultan, although holding a subordinate command, had
seen us when we were on the expedition to Munga with the sheikh of
Bornou. On our arrival he came out to meet us, and gave us a very
cordial reception. He was an elderly man, much afflicted with a
urinary disorder, for which he consulted Dr. Oudney. His dwelling,
large, extremely clean, and constructed after the manner of the
country, consisted of a spacious quadrangular enclosure,
surrounded with mats fixed to high poles, within which were several
small round huts, also of matting, with thatched conical roofs, each
surmounted by an ostrich egg. In outward appearance, these huts
somewhat resemble our bee-hives. Their walls are frequently made
of clay. The ostrich egg is a distinctive mark of the occupant being a
man of rank. The floor inside is covered with sand; and the only
furniture is a bench to supply the place of a bedstead, and a few
mats for squatting upon, besides some carved or coloured gourds
and wide-mouthed earthen jars, piled above one another, and
intended to combine ornament with utility. There is but one opening
or door-way, which is round at the top, and closed by a wicket. The
door always faces to the west, on account of the prevailing rains
coming from the opposite quarter. The grand entrance of the
enclosure is often a hut erected at the western side of the square,
with an open thoroughfare, where a black slave officiates as porter.
Each separate hut is called a coozee.
The Arab women of this place are really beautiful; they wear their
hair differently from their countrywomen elsewhere: the fashion of it
is such, that at a distance it might be mistaken for a helmet,—a large
braid on the crown having some semblance to a crest, and the side
tresses being neatly plaited and frizzled out at the ends. There are
also many women of Bornou among them, who imitate the same
style.
 Guinea fowls abound in this part of the country: I went out after
we halted, and shot five of them, besides a wild duck and a quail.
Mohamoud El Wordee, one of two Fezzanee merchants, to whom
we were particularly recommended by the sheikh of Bornou, and
who had always appeared to me to be a man of strong natural
sense, was thrown into a sad fright by losing a charm or amulet off
his horse’s neck, with a number of which almost all are equipped.
This charm is nothing more than a short sentence from the Koran.
Had he lost an only child he could scarcely have been more afflicted.
I gave him a scrap of paper to make another, which Hadje promised
to write out for him.
Dec. 26.—This morning after sunrise, Fahrenheit’s thermometer
stood at 49°. The merchants were busily employed firing off their
guns and putting them in order for the Bedites, an ancient race of
native Bornouese, who have not embraced Islamism, and who
occupy an adjoining territory, chiefly protected by its natural
fastnesses. They are held both in dread and abhorrence by all the
faithful. Every thing being ready at eleven o’clock, we broke up our
encampment. Our kafila was now of an immense size. We had been
joined at Bedeekarfee by 500 people at least, who were waiting
there for an Arab kafila to pass through the Bedee country; for all
Arabs are esteemed by the natives here extremely formidable, as
well from the possession of fire arms, as from their national
intrepidity. Their muskets, however, in comparison of those of
Europe, are of the meanest quality; and so uncertain in their fire, that
they are hardly worth more than their weight as old iron. The
courage, too, of most of these Arabs is very questionable. When
successful they are overbearing and cruel in the extreme, and in bad
fortune are in like degree servile and abject.
The natives of Haussa carry their merchandise on the head, and
go armed with bows and arrows. Those of Bornou convey their
goods chiefly on asses and bullocks, and are armed with spears.
The Haussa merchants deal in tobacco, Goora nuts, Koghelor or
crude antimony, cotton cloth in the web, or made into dresses called
tobes and turkadees, and tanned goat skins. Goora nuts are the
produce of Ashantee and other parts near the west, and are chewed
by all people of consequence, on account of their agreeable bitter
taste, not unlike that of strong coffee, and the supposed virtue of
curing impotency. They are even in great esteem as far as Fezzan
and Tripoli, where they bring the exorbitant price of two dollars a
score. Crude antimony in powder is applied by both sexes to the
eye-lashes, to render them dark and glossy. Native cloth, or gubga,
as before mentioned, is extremely narrow, seldom more than four
inches in width. The tobe is a large shirt with loose hanging sleeves
like a waggoner’s frock, generally of a dark blue colour, and is an
indispensable part of male attire throughout central Africa. The
turkadees are articles of female dress, commonly of blue cotton
cloth, about three yards and a half long and one broad. Sometimes
they are made of alternate stripes of blue and white (of the breadth
of African cloth), or are all white, according to fancy. Women of better
circumstances commonly wear two turkadees, one round the waist,
and another thrown over the shoulders. These articles are bartered
in Bornou for trona or natron, common salt and beads; which,
together with coarse tobes, are also carried by Bornouese
adventurers to Haussa. Our road lay over an elevated clayey plain,
with low trees, most of them mimosas. We passed the ruins of
several towns, and such of our travelling companions as were best
acquainted with the country informed us it was well peopled before
the Felatah invasion. At sunset we halted, being already in the
Bedee country.
Dec. 27.—The temperature this morning was remarkably low, and
the water in our shallow vessels was crusted with thin flakes of ice.
The water skins themselves were frozen as hard as a board[65].
These water skins, by the way, are goat skins, well tanned and
seasoned, stripped from the carcass over the animal’s head. They
are extremely convenient on a tedious journey over arid wastes and
deserts. The horses and camels stood shivering with cold, and
appeared to suffer much more than ourselves. The wind during the
night was, as usual, from the north, and north-north-west. Dr.
Oudney was extremely ill, having become much worse from catching
a severe cold. We now travelled south-south-west, over a country of
much the same kind of soil as that above described. As we
approached the low grounds it was better wooded, and the trees
were of greater size and variety. Of these, the most remarkable were
the kuka and the goorjee.
The kuka is of immense size, erect and majestic; sometimes
measuring from twenty to twenty-five feet in circumference. The
trunk and branches taper off to a point, and are incrusted with a soft,
glossy, copper-coloured rind, not unlike a gummy exudation. The
porous spongy trunk is straight, but the branches are twisted and
tortuous. The leaves are small, somewhat like the young ash, but
more pulpy, and growing in clusters from the extremities of the lesser
twigs. The tree is in full leaf and blossom during the rainy months of
June, July, and August. The flowers are white, large, and pendulous,
somewhat resembling the white garden lily. The fruit hangs by a long
stalk, and is of an oval shape, generally larger than a cocoa nut, with
a hard shell full of a powdery matter, intermixed with reddish strings
and tamarind-like seeds. In its unripe state it is of a beautiful velvety
dark green colour, and becomes brown as it approaches maturity.
The tree, whether bare of its leaves, in flower, or in full bearing, has
a singularly grotesque naked appearance; and, with its fruit dangling
from the boughs like silken purses, might, in the imagination of some
Eastern story-teller, well embellish an enchanted garden of the
Genius of the Lamp. The leaves are carefully gathered by the
natives, dried in the sun, and used for many culinary purposes.
Boiled in water they form a kind of clammy jelly, giving a gelatinous
consistence to the sauces and gravies in most common use. I have
also eaten them boiled with dried meat, according to the custom of
the country, but did not much relish such fare. Both leaves and fruit
are considered, to a certain degree, medicinal. The leaves, mixed
with trona and gussub, are given to horses and camels, both for the
purpose of fattening these animals, and as a cooling aperient: they
are administered to the former in balls, and to the latter as a drench.
The white mealy part of the fruit is very pleasant to the taste, and
forms, with water, an agreeable acidulous beverage; which the
natives, whose libidinous propensities incline them to such remarks,
allege to possess the virtue of relieving impotency.
 The goorjee tree much resembles a stunted oak, with a beautiful
dark red flower, when in full blow rather like a tulip. The natives make
use of the flower to assist in giving a red tinge to the mouth and
teeth, as well as in seasoning their food. These two trees are
generally found on a strong clayey soil, and are peculiar to Haussa
and the western parts of Bornou.
At noon, we came in sight of a lake called Tumbum, apparently
formed by some river in the rainy season. All the country to the
southward and westward, as far as the eye could reach, was a
dismal swamp. Just as we arrived within a short distance of the lake,
—at the very spot in which of all others the Arabs said we were most
likely to encounter the Bedites,—two men made their appearance.
They were dressed in the Bornouese costume; a loose tobe and
drawers, with a tight cap, all of blue cotton cloth. Each carried on his
shoulder a bundle of light spears, headed with iron. I was a little way
in front of our party, and first met them; they saluted me very civilly,
and I passed on without further notice, when the other horsemen
meeting them, and putting some questions, which the strangers did
not answer to their satisfaction, immediately seized, stripped, and
bound them. Considering it a matter in which I had no authority to
interfere, I merely requested that their drawers might be returned to
them, remarking, it was better not to treat them ill, as they might
prove to be honest men. “Oh! d——n their fathers,” (the strongest
imprecation in Africa), replied the captors, “they are thieves; what
would they be doing here if they were honest men?” I still urged the
propriety of taking them to Bedeguna, at least, to afford them a
chance of being recognised by the townspeople, before treating
them as robbers. I now rode off to water my horse; when I returned, I
found the magnanimous El Wordee guarding the two unfortunate
wretches, one of whom was a Shouah Arab, and the other a Negro.
The latter, while I was absent, had received a dreadful cut under the
left ear from a Bornouese, who pretended that the Negro had
attempted to escape; an attempt little likely in his desperate situation.
Notwithstanding the wound, they were leading the poor fellow by a
rope fastened round his neck. He was covered with blood, and Dr.
Oudney assured me, if the wound had been a little lower down it
must have caused instant death. I could not refrain from beating the
merciless Bornouese; and I obliged him to use his own tobe in
binding up the wound, at the same time threatening to lodge the
contents of my gun in his head, if he repeated his cruelty. The
occasion prompted me to impress on the minds of the Arabs
generally how unworthy it was of brave men to behave with cruelty to
their prisoners, and to suggest, that it would be far better to sell
them, or even to put them to death, than wantonly to inflict such
barbarities. The Arabs threw the blame on the Bornouese, and
although evidently exulting in secret over their captives, they were
fairly shamed into good behaviour, and promised to liberate the men
if innocent, or, if guilty, to surrender them to justice at Bedeguna.
Our road skirted the border of the great swamp, and we arrived at
Bedeguna at sunset. The galadema, literally “gate-keeper,” or
governor, was a Felatah, and a particular friend of Mohamoud El
Wordee, by whom we were introduced to him. He was tall and
slender, with a high arched nose, broad forehead, and large eyes;
and, indeed, altogether as fine a looking black man as I had ever
seen. His behaviour, too, was at once kind and dignified. Besides his
native language, he spoke with fluency Arabic, and the tongues of
Bornou and Haussa. He asked us a great many questions about
England, of which he had heard; and said his master, the Sultan of
the Felatahs, would be glad to see us. He applied to Dr. Oudney for
medicines, on account of a urinary obstruction, a disease very
prevalent in this country. We made him a present of a small paper
snuff-box full of cloves; he sent us, in return, a plentiful supply of
milk.
The territory of Bedeguna, or little Bede, formerly belonged to
Bornou. The inhabitants are Bornouese, and speak their native
language. The territory includes many towns and villages, and
produces much gussub, Indian corn, wheat, and cotton. Herds of
cattle are also numerous. The principal implement of agriculture is a
hoe made of native iron, of their own manufacture. They reap with a
crooked knife, and merely cut off the ears of corn, which they store in
round thatched huts of clay, or matting, raised on wooden blocks
from the ground. The grain is cleaned from the husk by hand
rubbing, and ground into flour between two stones. We saw no
plough to the southward of Sockna, a town between Tripoli and
Fezzan. I inquired of the governor about the source of the swollen
river we crossed on a raft between Gateramaran and old Birnee,
which again presented itself close to our present encampment. He
told me it rose in the country of Yacoba, among rocky hills, and,
running to the eastward of old Birnee, soon afterwards entered the
Yow. On questioning him further about Yacoba, the name of the
country, he said it was the sultan’s name; for the people were
infidels, and had no name for their own country. The river, he added,
was distinguished by the appellation of the Little River, and in these
parts did not dry up throughout the whole year.
The country to the south-east and south-west appears to be an
entire swamp, overflowed of course in the rainy season. Felatahs are
in features, and in the manner of wearing the turban, very like the
inhabitants of Tetuan in Morocco. They are here much esteemed by
the people whom they rule for the impartial administration of justice,
and were uniformly kind and civil to us. Our two prisoners happened
to be well known, having only left the town that morning. They were
accordingly liberated, but their clothes were not restored.
We were not a little indebted to the Arab merchants for the good
name they gave us. They almost looked upon us as of their own
nation; and although Kafirs, we, as Englishmen, were allowed to
rank at least next to themselves. I really believe they would have
risked their lives in our defence. Travelling in a kafila was much more
pleasant than any mode we had hitherto tried; all being ready to
oblige one another, and all vying in attention to us. The lake
Zumbrum is about twelve miles south-south-west from Bedeguna.
Dec. 28.—At sunrise to-day the thermometer was at 45°. Our new
friend, the governor, accompanied us two or three miles out of town.
At parting he prayed God to bless us; and, laying his hand on his
forehead, said he hoped we should ever continue friends. The road
at first followed the borders of the marsh, by the side of the Little
River, which suddenly breaks off to the southward, at a town called
Goobeer. There we filled our goat skins with water. We continued our
course, and shortly came to a strong red clay soil, densely covered
with grass so long that it actually overtopped our heads, although on
horseback. At sunset we halted in the woods for the night. The
horses and beasts of burden were last watered, when we filled our
water skins. Dr. Oudney was attacked with ague, but luckily the
evening proved very mild. For two or three nights past he has had a
fire in his tent, which seemed to abate the violence of his cough. This
evening, addressing me with resigned composure, he said, “I feel it
is all over with me. I once hoped to conduct the mission to a
successful termination, but that hope has vanished. Whenever my
death takes place, I wish my papers to be put into the hands of Mr.
Barrow, or Professor Jameson, provided the request meets with Earl
Bathurst’s approbation.” As this was a painful subject, I did not
encourage its renewal, and, according to this solemn injunction of
my lamented friend, I have delivered all his papers to Mr. Barrow.
Dec. 29.—After toiling two hours through a thickly wooded
country, we came in view of a large plain, with numerous towns and
villages. We found the towns by no means so neat as in Bornou, the
coozees, or huts, being much smaller, and often in bad repair. The
people raise great quantities of grain, principally gussub. We saw
five ostriches, which made off from us with great speed. Dr. Oudney
was a great deal better. In the afternoon we arrived at Sansan. Our
horsemen skirmished a little in front of the caravan before entering
the town, and then galloped up in pairs to the governor’s door, firing
off their muskets. This is the common compliment paid by kafilas in
such cases. The governor was absent on an expedition, headed by
the governor of Katagum, against the Bedites, who are in the
immediate neighbourhood. As before observed, the Bedites have
never received the doctrines of Mahomet; and, although speaking
the language of Bornou, and acknowledging a kind of nominal
sovereignty of the Bornouese sultan, they are every where regarded
as a race of outlaws, whom it is incumbent on every good
Mussulman, Bornouese, or Felatah, to enslave or murder. This race
is said to have no religion; but their common practice of first holding
up to heaven the carcass of any animal, killed for food, belies their
being atheists—a reproach attributed to them solely by their
enemies. On the contrary, it harmonizes with those universal feelings
of reverence and awe for a Supreme Being, which have ever existed
among all nations, and in all ages. The favourite food of this
persecuted tribe is said to be dogs, which they fatten for the
purpose. Their country is of small extent, defended by impenetrable
morasses and forests, by which alone they preserve a precarious
and dangerous independence.
At Sansan we were waited upon by the principal native
inhabitants, and the resident Arabs. Among the Arabs there was a
cousin of the sheikh of Bornou, Hadje El Min El Hanem. The reports
of our travelling companions, the merchants, contributed very much
to exalt our character wherever we went.
Dec. 30.—At noon I found the latitude of our encampment to be
12° 20′ 48″ north by meridian alt. of lower limb of sun. Sansan in
Arabic signifies “the gathering,” where the scattered parties of an
army assemble previous to an expedition. The town had its name
from a late sultan of Bornou, making it the rendezvous of his army
when he went to conquer Haussa. The place where he pitched his
tent is still held in great veneration, and the buildings around it were
first erected by his army. The neighbouring district also abounds in
towns and villages, which, together with Bedeguna and Sansan, are
under the governor of Katagum, who is himself subordinate to the
governor of Kano. Sansan is formed of three distinct towns, called
Sansan Birnee, Sidi Boori, and Sansan Bana. The principal one, in
which the governor resides, is Sansan Birnee, or Sansan Gora,
signifying “the walled,” from a low clay wall in ruins, surrounded by a
dry ditch almost filled up. The mosque is without a roof, and the huts
and houses of the inhabitants are old and dilapidated. Sidi Boori,
another of the three towns, having a signification so indecent that I
must forbear to translate it, is about half a mile west of Sansan
Birnee, and inhabited by Shauah Arabs. The third town, called
Sansan Bana, or, “of the banners,” where the sultan’s tent stood, is
about a mile distant from Sansan Birnee, and is inhabited by
Bornouese, who are here in great numbers, and were first brought
by force from Old Birnee, and other towns of Bornou. At present they
are quite reconciled to the change, and now remain from choice.
The sister of the sultan of Bornou, having been made captive by
the Felatahs, was living here with her husband in great obscurity,
although her brother, the sultan, is surrounded by all the barbaric