Professional Documents
Culture Documents
Through Closing
--Phases 3-10
A man that is very good at making
excuses is probably good at nothing else.
—Ben Franklin
Exhibit 1: Course Layout: Mergers,
Acquisitions, and Other
Restructuring Activities
Part I: M&A Part II: M&A Process Part III: M&A Part IV: Deal Part V: Alternative
Environment Valuation and Structuring and Business and
Modeling Financing Restructuring
Strategies
Ch. 1: Motivations for Ch. 4: Business and Ch. 7: Discounted Ch. 11: Payment and Ch. 15: Business
M&A Acquisition Plans Cash Flow Valuation Legal Considerations Alliances
Ch. 2: Regulatory Ch. 5: Search through Ch. 8: Relative Ch. 12: Accounting & Ch. 16: Divestitures,
Considerations Closing Activities Valuation Tax Considerations Spin-Offs, Split-Offs,
Methodologies and Equity Carve-Outs
Ch. 3: Takeover Ch. 6: M&A Ch. 9: Financial Ch. 13: Financing the Ch. 17: Bankruptcy
Tactics, Defenses, and Postclosing Integration Modeling Basics Deal and Liquidation
Corporate Governance
If No,
Walk
Away1
Perform Due Diligence
Profiling
Target First
Market & Contact
Firm Structuring the Deal
Form of Acquisition
Form of Payment Develop Decision:
If Yes, Refine Financing Proceed to
Tax Considerations
Initiate Initial Plan/ Closing or
Accounting Considerations
Negotiations Valuation Structure Walk Away
Acquisition Vehicle
Post-Closing Organization
Legal Form of Selling Entity
Negotiation Process
1
Alternatively, the potential buyer could adopt a more hostile approach such as initiating a tender offer to achieve a majority stake in the target firm.
Phase 6: Negotiation
• Negotiating strategy
– Initially determine areas of
agreement and
disagreement
– Solve the easiest areas of
disagreement first
– Establish and maintain trust
throughout the process
• Concurrent activities:
– Refining valuation
– Deal structuring
– Conducting due diligence
(buyer, seller, and lender)
– Developing the financing
plan
Key Deal Structuring Considerations
• Form of Acquisition
• Form of Payment
• Tax Considerations
• Accounting Considerations
• Acquisition Vehicle
• Post-Closing Organization
• Legal Form of Selling Entity
Phase 6: Buyer Due Diligence
During Negotiation
• Objectives:
– Validate preliminary valuation assumptions (e.g.,
growth, cost, productivity, etc.). Critical to the model
building/updating process
– Identify additional sources/destroyers of value (i.e.,
those providing upside potential & “fatal flaws”)
• Activities:
– Detailed legal (e.g., contracts) and financial record
reviews
– Management interviews (consistency in questions
asked)
– Site visits (e.g., inspect equipment, inventory, etc.)
– Customer and supplier interviews
Determining the Purchase Price
for the Target Firm
• Total consideration (TC):
PVTC = C+ PVS+ PVND
Where C = cash; PVS = market value of acquirer stock; and PVND = market
value of acquirer debt issued to seller, respectively.
Composition of purchase/offer price
• Total purchase price (TPP) or enterprise value (EV):
PVTPP = PVTC+ PVAD
Where PVTPP = PV of total purchase price; PVTC = PV of total consideration;
PVAD = PV of assumed Target debt, respectively.
Purchase/offer price plus long-term assumed liabilities
• Net purchase price (NPP):
PVNPP = PVTPP+ PVOAL- PVDA
= (C+ PVS+ PVND+ PVAD) + PVOAL- PVDA
Where PVOAL = other assumed Target liabilities and PVDA = PV of discretionary
(non-critical) assets,1 respectively.
Actual cash cost of acquisition
Due Diligence and Negotiation
Reliable Appliances, a leading manufacturer of washing machines and dryers, acquired the
stock of competitor, Quality-Built, which had been losing money during the last several years for
$100 million in cash. Reliable also assumed $20 million (present value = $18 million) of Quality-
Built’s outstanding long-term debt. To help minimize losses, Quality-Built reduced its quality-
control expenditures and began to purchase cheaper parts. Quality-Built knew that this would
hurt business in the long run, but it was more focused on improving its current financial
performance in the months prior to being sold. Reliable Appliances saw the acquisition as a way
of obtaining market share quickly at a time when Quality-Built’s market value was the lowest in
3 years.
Quality-Built had been selling its appliances with a standard industry 3-year warranty. Claims
for the types of appliances sold tended to increase gradually as the appliance aged. Quality-
Built’s warranty claims’ history was in line with the industry experience and did not appear to be
a cause for alarm. Not surprisingly, in view of Quality-Built’s cutback in quality-control practices
and downgrading of purchased parts, warranty claims began to escalate sharply within 12
months of Reliable Appliances’ acquisition of Quality-Built. Over the next several years, Reliable
Appliances paid out $15 million in warranty claims (PV = $12 million). The intangible damage
may have been much higher because Reliable Appliances’ reputation had been damaged in the
marketplace. At the end of the second year, Reliable sold certain non-strategic Quality-Built
assets for $2 million, equivalent to a PV of $1.5 million.
1. What was the total consideration, total purchase price (enterprise value), and net
purchase price ultimately paid for Quality-Built?
2. Why was it important to Quality-Built to improve its current financial performance?
3. How should Reliable Appliances have been able to anticipate this warranty problem from
its due diligence of Quality-Built?
4. How could Reliable have protected itself from the outstanding warranty claims in the
definitive agreement of purchase and sale?
5. In what sense had Reliable’s reputation been damaged?
Discussion Questions
Discussion Questions:
1. What specific challenges do you believe Oracle will face in its efforts to
integrate Sun Microsystems?
2. What do you believe Oracle should do to overcome each of these challenges?
Be specific.
Phase 10: Conducting Post-Closing
Evaluation