1. Copyright ©1998 Ian H. Giddy M&A 1

2. Corporate Financial Restructuring Mergers & Acquisitions Prof. Ian Giddy New York University New York University/ING Barings

3. Copyright ©1998 Ian H. Giddy M&A 3 What is Corporate Restructuring? l Any substantial change in a company’s financial structure, or ownership or control, or business portfolio. l Designed to increase the value of the firm Restructuring Improve capitalization Change ownership and control Improve debt composition

4. Copyright ©1998 Ian H. Giddy M&A 4 The Paths to Value Creation l Using the DCF framework, there are four basic ways in which the value of a firm can be enhanced:  The cost of capital can be reduced  The cash flows from existing assets to the firm can be increased  The expected growth rate in these cash flows can be increased  The length of the high growth period can be extended.

5. Copyright ©1998 Ian H. Giddy M&A 5 Why Financial Restructuring? l The Asian Bet l The Solution, Part I: Recapitalization l The Solution, Part II: Financial Restructuring l The Solution, Part III: Corporate Restructuring

6. Copyright ©1998 Ian H. Giddy M&A 6 It’s All About Value l How can corporate and financial restructuring create value? Operating Cash Flows Debt Equity AssetsLiabilities Fix the business Or fix the financing

7. Copyright ©1998 Ian H. Giddy M&A 7 Restructuring Figure out what the business is worth now Use valuation model – present value of free cash flows Fix the business mix – divestituresValue assets to be sold Fix the business – strategic partner or merger Value the merged firm with synergies Fix the financing – improve D/E structure Revalue firm under different leverage assumptions – lowest WACC Fix the kind of equityWhat can be done to make the equity more valuable to investors? Fix the kind of debt or hybrid financing What mix of debt is best suited to this business? Fix management or controlValue the changes new control would produce

8. Prof. Ian Giddy New York University Corporate Recapitalization DBS Bank

9. Copyright ©1998 Ian H. Giddy M&A 9 Getting the Financing Right Step 1: The Proportion of Equity & Debt Debt Equity n Achieve lowest weighted average cost of capital n May also affect the business side

10. Copyright ©1998 Ian H. Giddy M&A 10 Getting the Financing Right Step 2: The Kind of Equity & Debt Debt Equity n Short term? Long term? n Baht? Dollar? Yen? n Short term? Long term? n Baht? Dollar? Yen? n Bonds? Asset-backed? n Convertibles? Hybrids? n Bonds? Asset-backed? n Convertibles? Hybrids? n Debt/Equity Swaps? n Private? Public? n Strategic partner? n Domestic? ADRs? n Debt/Equity Swaps? n Private? Public? n Strategic partner? n Domestic? ADRs? n Ownership & control?

11. Copyright ©1998 Ian H. Giddy M&A 11 Does Capital Structure Matter? Assets’ value is the present value of the cash flows from the real business of the firm Value of the firm =PV(Cash Flows) Debt Equity Value of the firm = D + E You cannot change the value of the real business just by shuffling paper - Modigliani-Miller

12. Copyright ©1998 Ian H. Giddy M&A 12 Most Value is Created on the Asset Side l Only invest in assets (or keep assets) where ROE>required return on equity l Value-Based Management for performance evaluation ? Union Camp: Packaging Business

13. Copyright ©1998 Ian H. Giddy M&A 13 Mergers and Acquisitions l Mergers l Acquisitions l Divestitures Concept: Is a division or firm worth more within the company, or outside it?

14. Copyright ©1998 Ian H. Giddy M&A 14 Corporate Finance CORPORATE FINANCE DECISONS CORPORATE FINANCE DECISONS INVESTMENT RISK MANAGEMENT RISK MANAGEMENT FINANCING CAPITAL PORTFOLIO M&A DEBTEQUITY TOOLS MEASUREMENT

15. Copyright ©1998 Ian H. Giddy M&A 15 The Market for Corporate Control There is a market for corporate control— that is, control over the extent to which a business is run in the right way by the right people. This market is constrained by  Government  Management  Some shareholders

16. Copyright ©1998 Ian H. Giddy M&A 16 The Market for Corporate Control l M&A&D situations often arise from conflicts: l Owner vs manager ("agency problems" l Build vs buy ("internalization") l Agency problems arise when owners' interests and managers' interests diverge. Resolving agency problems requires  Monitoring & intervention, or  Setting incentives, or  Constraining, as in bond covenants l Resolving principal-agent conflicts is costly l Hence market price may differ from potential value of a corporation

17. Copyright ©1998 Ian H. Giddy M&A 17 “Internalization”: Is an activity best done within the company, or outside it? Issue: why are certain economic activities conducted within firms rather than between firms? l As a rule, it is more costly to build than to buy—markets make better decisions than bureaucrats l Hence there must be some good reason, some synergy, that makes an activity better if done within a firm l Eg: the production of proprietary information l Often, these synergies are illusory

18. Copyright ©1998 Ian H. Giddy M&A 18 Takeovers as a Solution to “Agency Problems” l There is a conflict of interest between shareholders and managers of a target company—Eg poison pill defenses l Individual owners do not have suffcient incentive to monitor managers l Corporate takeover specialists, Eg KKR, monitor the firm's environment and keep themselves aware of the potential value of the firm under efficient management l The threat of a takeover helps to keep managers on their toes—often precipitates restructuring.

19. Copyright ©1998 Ian H. Giddy M&A 19 Mergers and Acquisitions l Mergers & Acquisitions l Divestitures l Valuation Concept: Is a division or firm worth more within the company, or outside it?

20. Copyright ©1998 Ian H. Giddy M&A 20 The Market for Corporate Control When you buy shares, you get dividends; and potential control rights There is a market for corporate control— that is, control over the extent to which a business is run in the right way by the right people. This market is constrained by  Government  Management  Some shareholders Example: Allied Signal’s attempts to acquire AMP, which is located in Pennsylvania

21. Copyright ©1998 Ian H. Giddy M&A 21 The Market for Corporate Control l M&A&D situations often arise from conflicts: l Owner vs manager ("agency problems" l Build vs buy ("internalization") l Agency problems arise when owners' interests and managers' interests diverge. Resolving agency problems requires  Monitoring & intervention, or  Setting incentives, or  Constraining, as in bond covenants l Resolving principal-agent conflicts is costly l Hence market price may differ from potential value of a corporation

22. Copyright ©1998 Ian H. Giddy M&A 22 “Internalization”: Is an activity best done within the company, or outside it? Issue: why are certain economic activities conducted within firms rather than between firms? l As a rule, it is more costly to build than to buy—markets make better decisions than bureaucrats l Hence there must be some good reason, some synergy, that makes an activity better if done within a firm l Eg: the production of proprietary information l Often, these synergies are illusory

23. Copyright ©1998 Ian H. Giddy M&A 23 Takeovers as a Solution to “Agency Problems” l There is a conflict of interest between shareholders and managers of a target company—Eg poison pill defenses l Individual owners do not have suffcient incentive to monitor managers l Corporate takeover specialists, Eg KKR, monitor the firm's environment and keep themselves aware of the potential value of the firm under efficient management l The threat of a takeover helps to keep managers on their toes—often precipitates restructuring.

24. Copyright ©1998 Ian H. Giddy M&A 24 Goal of Acquisitions and Mergers l Increase size - easy! l Increase market value - much harder!

25. Copyright ©1998 Ian H. Giddy M&A 25 Goal: Market Value Addition Definition It is a measure of shareholder value creation Methodology It is the change in the market value of invested capital ( debt and equity) minus the change in the book value of invested capital

26. Copyright ©1998 Ian H. Giddy M&A 26 Value Changes In An Acquisition 175 250 75 50 40 30 10 Final value of combined company Initial value plus gains Profit on sale of assets Synergies and/ or operating improvements Value of acquired company as a separate entity Value of acquiring company without acquisition Gain in shareholder value Takeover premium Taxes on sale of assets

27. Copyright ©1998 Ian H. Giddy M&A 27 Goals of Acquisitions Rationale: Firm A should merge with Firm B if [Value of AB > Value of A + Value of B + Cost of transaction] l Synergy l Gain market power l Discipline l Taxes l Financing

28. Copyright ©1998 Ian H. Giddy M&A 28 Goals of Acquisitions Rationale: Firm A should merge with Firm B if [Value of AB > Value of A + Value of B + Cost of transaction] l Synergy  Eg Martell takeover by Seagrams to match name and inventory with marketing capabilities l Gain market power  Eg Atlas merger with Varity. (Less important with open borders) l Discipline  Eg Telmex takeover by France Telecom & Southwestern Bell (Privatization)  Eg RJR/Nabisco takeover by KKR (Hostile LBO) l Taxes  Eg income smoothing, use accumulated tax losses, amortize goodwill l Financing  Eg Korean groups acquire firms to give them better access to within-group financing than they might get in Korea's undeveloped capital market

29. Copyright ©1998 Ian H. Giddy M&A 29 Fallacies of Acquisitions l Size (shareholders would rather have their money back, eg Credit Lyonnais) l Downstream/upstream integration (internal transfer at nonmarket prices, eg Dow/Conoco, Aramco/Texaco) l Diversification into unrelated industries (Kodak/Sterling Drug)

30. Copyright ©1998 Ian H. Giddy M&A 30 Methods of Acquiring Corporate Control l Mergers  Bidder typically negotiates a friendly agreement with target management and submits this for approval to both sets of shareholders  Usually entails an exchange of securities l Tender Offers  Often hostile, often opposed, often generates competing bids  Usually a direct cash offer to stockholders of an above-market price l Proxy Fights  A method of gaining control without acquisition: dissident shareholders seek to change management by soliciting proxies from other shareholders.

31. Copyright ©1998 Ian H. Giddy M&A 31 Who Gains What? l Target firm shareholders? l Bidding firm shareholders? l Lawyers and bankers? l Are there overall gains? Changes in corporate control increase the combined market value of assets of the bidding and target firms. The average is a 10.5% increase in total value.

32. Copyright ©1998 Ian H. Giddy M&A 32 The Price: Who Gets What?

33. Copyright ©1998 Ian H. Giddy M&A 33 A Case Study: Kodak - Sterling Drugs l Eastman Kodak’s Great Victory

34. Copyright ©1998 Ian H. Giddy M&A 34 Earnings and Revenues at Sterling Drugs Sterling Drug under Eastman Kodak: Where is the synergy? 0 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 5,000 19881989199019911992 RevenueOperating Earnings

35. Copyright ©1998 Ian H. Giddy M&A 35 Kodak Says Drug Unit Is Not for Sale (NYTimes, 8/93) l Eastman Kodak officials say they have no plans to sell Kodak’s Sterling Winthrop drug unit. l Louis Mattis, Chairman of Sterling Winthrop, dismissed the rumors as “massive speculation, which flies in the face of the stated intent of Kodak that it is committed to be in the health business.”

36. Copyright ©1998 Ian H. Giddy M&A 36 Sanofi to Get Part of Kodak Drug Unit (6/94) l Taking a long stride on its way out of the drug business, Eastman Kodak said yesterday that the Sanofi Group, a French pharmaceutical company, had agreed to buy the prescription drug business of Sterling Winthrop, a Kodak subsidiary, for $1.68 billion.  Shares of Eastman Kodak rose 75 cents yesterday, closing at $47.50 on the New York Stock Exchange.  Samuel D. Isaly an analyst, said the announcement was “very good for Sanofi and very good for Kodak.”  “When the divestitures are complete, Kodak will be entirely focused on imaging,” said George M. C. Fisher, the company's chairman and chief executive.

37. Copyright ©1998 Ian H. Giddy M&A 37 Smithkline to Buy Kodak’s Drug Business for $2.9 Billion l Smithkline Beecham agreed to buy Eastman Kodak’s Sterling Winthrop Inc. for $2.9 billion. l For Kodak, the sale almost completes a restructuring intended to refocus the company on its photography business. l Kodak’s stock price rose $1.25 to $50.625, the highest price since December.

38. Copyright ©1998 Ian H. Giddy M&A 38 Reasons Why Many Acquisitions Fail To Generate Value Value Destruction Deal price not based on cash flow value

39. Copyright ©1998 Ian H. Giddy M&A 39 Reasons Why Many Acquisitions Fail To Generate Value Value Destruction Over optimistic market assessments Deal price not based on cash flow value

40. Copyright ©1998 Ian H. Giddy M&A 40 Reasons Why Many Acquisitions Fail To Generate Value Value Destruction Over optimistic market assessments Overestimating synergies Deal price not based on cash flow value

41. Copyright ©1998 Ian H. Giddy M&A 41 Reasons Why Many Acquisitions Fail To Generate Value Value Destruction Over optimistic market assessments Poor post-merger integration Overestimating synergies Deal price not based on cash flow value

42. Copyright ©1998 Ian H. Giddy M&A 42 Company’s returns are reduced and stock price falls Postacquisitions experience reveals expected synergies are illusory Deal is consummated at large premium Frustration sets in; pressures build to do a deal; DCF analysis is tainted by unrealistic expectations of synergies One or two candidates are rejected in basis of objective DCF analysis Candidates are screenedon basis of industry and company growth and returns Typical Losing Pattern For Mergers

43. Copyright ©1998 Ian H. Giddy M&A 43 To Succeed, Analyse the Industry Structure COMPETITIVE ADVANTAGE SUBSTITUTES CUSTOMERS BARRIERS TO ENTRY SUPPLIERS

44. Copyright ©1998 Ian H. Giddy M&A 44 Using Industry Structure Analysis COMPETITIVE ADVANTAGE SUBSTITUTES Questions: l Do substitutes exist? l What is their price/ performance? Potential Action: l Fund venture capital and joint venture to obtain key skills l Acquire position in new segment CUSTOMERS Questions: l Is the customer base concentrating? l Is value added to customer end product high,changing? Potential Actions: l Create differentiated product l Forward - integrate BARRIERS TO ENTRY Questions: l Do barriers to entry exist? l How large are the barriers? l Are they sustainable? Potential Actions: l Acquire to achieve scale in final product or critical component l Lock up supply of critical industry input SUPPLIERS Questions: l Is supplier industry concentrating? l Is supplier value/cost added to end product high, changing? Potential Actions: l Backward - integrate

45. Copyright ©1998 Ian H. Giddy M&A 45 Goals of Acquisitions Rationale: Firm A should merge with Firm B if [Value of AB > Value of A + Value of B + Cost of transaction] l Synergy l Gain market power l Discipline l Taxes l Financing Example: Ciba-Geigy/ Sandoz

46. Copyright ©1998 Ian H. Giddy M&A 46 Most Value is Created on the Asset Side (Operational Restructuring) l Discounted Cash Flow (DCF) analysis for project evaluation l Value-Based Management for performance evaluation ? Wärtsilä NSD (from Wärtsilä Diesel & New Sulzer Diesel

47. Copyright ©1998 Ian H. Giddy M&A 47 Wärtsilä NSD now has the world’s most extensive portfolio of heavy duty engines. Its 4- stroke engines are mainly Wärtsilä design, while the 2- stroke engines are based on Sulzer design. The engine range consists of lean burn gas engines, dual fuel engines and gas diesels. Market share is strong and production is being consolidated or out-sourced, particularly for low-speed engine technologies. Wärtsilä NSD: Consolidating Production and Distribution

48. Copyright ©1998 Ian H. Giddy M&A 48 Wärtsilä NSD: Gains Market Power

49. Copyright ©1998 Ian H. Giddy M&A 49 0 5 10 15 20 25 30 Credito Wiese Continental Banco de la Nacion Interbanc Latino Del Sur Lima Santander Nuevo Mundo BBV ACQUISITION SANTANDER ACQUISITION Peruvian Banks: Market Share by Deposits, % Sometimes, Too Late is Too Little

50. Copyright ©1998 Ian H. Giddy M&A 50 Corporate Restructuring l Divestiture—a reverse acquisition—is evidence that "bigger is not necessarily better" l Going private—the reverse of an IPO (initial public offering)—contradicts the view that publicly held corporations are the most efficient vehicles to organize investment.

51. Copyright ©1998 Ian H. Giddy M&A 51 Divestitures Divestiture: the sale of a segment of a company to a third party l Spin-offs—a pro-rata distribution by a company of all its shares in a subsidiary to all its own shareholders l Equity carve-outs—some of a subsidiary' shares are offered for sale to the general public l Split-offs—some, but not all, parent-company shareholders receive the subsidiary's shares in return for which they must relinquish their shares in the parent company l Split-ups—all of the parent company's subsidiaries are spun off and the parent company ceases to exist.

52. Copyright ©1998 Ian H. Giddy M&A 52 Divestitures Add Value l Shareholders of the selling firm seem to gain, depending on the fraction sold: l Total value created by divestititures between 1981 and 1986 = $27.6 billion. % of firm soldAnnouncement effect 0-10% 10-50% 50%+ 0 +2.5% +8%

53. Copyright ©1998 Ian H. Giddy M&A 53 Going Private A public corporation is transformed into a privately held firm l The entire equity in the corporation is purchased by management, or managment plus a small group of investors l These account for about 20% of public takeover activity in recent years in the United States. l Can be done in several ways :  "Squeeze-out"—controlling shareholders of the firm buy up the stockholding of the minority public shareholders  Management Buy-Out—management buys out a division or subsidiary, or even the entire company, from the public shareholders  Leveraged Buy-Out (LBO)

54. Copyright ©1998 Ian H. Giddy M&A 54 Leveraged Buy-Outs LBO is a transaction in which an investor group acquires a company by taking on an extraordinary amount of debt, with plans to repay the debt with funds generated from the company or with revenue earned by selling off the newly acquired company's assets l Leveraged buy-out seeks to force realization of the firm’ potential value by taking control (also done by proxy fights) l Leveraging-up the purchase of the company is a "temporary" structure pending realization of the value l Leveraging method of financing the purchase permits "democracy" in purchase of ownership and control--you don't have to be a billionaire to do it; management can buy their company.

55. Copyright ©1998 Ian H. Giddy M&A 55 LBOs, Agency Costs and Free Cash Flow l "Free cash flow" is cash-cow type earnings in excess of amounts required to fund all positive-NPV projects l Payout of free cash flow, to stockholders, reduces the amount of resources under managment's discretion. Forces management to go out into the markets and justify raising funds l Thus debt has a disciplining role. “Safe” managers choose less debt.

56. Copyright ©1998 Ian H. Giddy M&A 56 Example (June 1996) l AT&T sells AT&T Capital (equipment leasing division) for $2.2 billion l The division goes private l Financed by:  Bank debt  Asset securitization  $900 million equity (85% GRS UK, 10% Babcock & Brown, 5% management) l Another major step in AT&T’s restructuring

57. Copyright ©1998 Ian H. Giddy M&A 57 What's It Worth? Valuation Methods l Book value approach l Market value approach l Ratios (like P/E ratio) l Break-up value l Cash flow value -- present value of future cash flows

58. Copyright ©1998 Ian H. Giddy M&A 58 How Much Should We Pay? Applying the discounted cash flow approach, we need to know: 1.The incremental cash flows to be generated from the acquisition, adjusted for debt servicing and taxes 2.The rate at which to discount the cash flows (required rate of return) 3.The deadweight costs of making the acquisition (investment banks' fees, etc)

59. Copyright ©1998 Ian H. Giddy M&A 59 How Should We Pay? l Payment in cash  (What happens to acquirer's stock price?) l Payment with debt  (When you buy something by mail order, it's best to pay with a credit card) l Payment with equity shares  (Figure out how many shares acquirer needs to offer)

60. Copyright ©1998 Ian H. Giddy M&A 60 Framework for Assessing Restructuring Opportunities Restructuring Framework 1 2 Current Market Value 3 Total restructured value Potential value with internal + external improvements Potential value with internal improvements Company’s DCF value Maximum restructuring opportunity Financial structure improvements 4 Disposal/ Acquisition opportunities Operating improvements Current market overpricing or underpricng 5 (Eg Increase D/E)

61. Copyright ©1998 Ian H. Giddy M&A 61 Using The Restructuring Framework ($ Millions of Value) Restructuring Framework 1 2 Current Market Price 3 Optimal restructured value Potential value with internal and external improvements Potential value with internal improvements Company value as is Maximum restructuring opportunity Financial engineering opportunities 4 Disposal/ Acquisition opportunities Strategic and operating opportunities Current perceptions Gap: “Premium” 5 $ 25 $ 975 $ 300$ 1,275 $ 350 $ 1,625$ 10 $ 1,635 $ 635$1,000 Eg Increase D/E

62. Copyright ©1998 Ian H. Giddy M&A 62 A Case Study The Acquisition of Telekom Italia

63. Copyright ©1998 Ian H. Giddy M&A 63 M&A Advisory Services: 1. Role of the Seller's Advisor l Develop list of buyers l Analyze how different buyers would evaluate company l Determine value of the company and advise seller on probable selling price range l Prepare descriptive materials showing strong points l Contact buyers l Control information process l Control bidding process l Advise on the structure of the transaction to give value to both sides l Ensure all nonfinancial terms are settled early l Smooth postagreement documentation

64. Copyright ©1998 Ian H. Giddy M&A 64 M&A Advisory Services: 2. Role of Buyer's Advisor l Thoroughly review target & subs l Advise on probable price range l Advise on target's receptiveness l Evaluate target's options and anticipate actions l Devise tactics l Consider rival buyers l Recommend financial structure and plan financing l Advise on initial approach and follow-up l Function as liason l Advise on the changing tactical situation l Arrange the purchase of shares through a tender offer l Help arrange long term financing and asset sales

65. Copyright ©1998 Ian H. Giddy M&A 65 Mergers and Acquisitions: Summary l Mergers & Acquisitions l Divestitures l Valuation Concept: Is a business worth more within our company, or outside it?

66. Copyright ©1998 Ian H. Giddy M&A 66

67. Copyright ©1998 Ian H. Giddy M&A 67 www.giddy.org

68. Copyright ©1998 Ian H. Giddy M&A 68

69. Copyright ©1998 Ian H. Giddy M&A 69 www.giddy.org Ian Giddy NYU Stern School of Business Tel 212-998-0332; Fax 212-995-4233 ian.giddy@nyu.edu http://www.giddy.org