Applied International Corporate Finance

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1 Applied International Corporate Finance von Prof. Dr. Dr. Dietmar Ernst und Prof. Dr. Dr. Joachim Hacker 2., komplett uberarbeitete und erweiterte Auflage Verlag Franz Vahlen Miinchen

2 Content Endorsements Preface Authors V VII IX Part 1: Mergers & Acquisitions (M&A) Chapter 1: Why Mergers&Acquisitions? 1.1 The Term "Mergers & Acquisitions" Mergers Acquisitions 6 " M&A and business alliances Forms of business alliances M&A versus business alliances Reasons for and success factors of M&A M&A of listed companies Challenges for listed companies Increased public perception Shareholder structure The target company's share price as an uncertainty factor The bidder company's share price as an uncertainty factor Legal characteristics The regulations of 93 AktG The regulations of 15 WpUG The regulations of 21 WpHG...-' Takeover regulations Overview of the "Wertpapiererwerbs- und Ubemahmegesetz" (WpUG) (Security Purchase and Takeover Act) The bid process according to the WpUG Squeeze out The process of M&A 21 Chapter 2: Initial Phase (Phase 1) 2.1 Pitch Choice of process The discrete approach Simultaneous bilateral negotiations Controlled competitive auction Full public auction Candidate screening and selection MBO or MBI 28

3 XII Content Financial investors Strategic investors Advisers Investment banks Accountants and tax advisers Lawyers Other advisers Mandate letter Confidentiality agreement 42 Chapter 3: Contacting Interested Parties (Phase 2) 3.1 Documentation Anonymous short profile Information memorandum Non-binding offer 47 Chapter 4: Financial Aspects in an M&A Sales Process (Phase 3) 4.1 Due diligence Valuation Structuring 53 Chapter 5: Legal Aspects in an M&A Sales Process (Phase 4) 5.1 Negotiations Binding offer Purchase agreement and closing Purchase agreement Closing 62 Part 2: Private Equity Chapter 1: What is Private Equity all about? 1.1 Definitions Types of investment financing Early stage financings (venture capital financings) Seed financing Start-up financing First-stage financing Later-stage financings (private equity financings) Second-stage financing Third-stage financing Fourth-stage financing Occasions for private equity financing Expansion (development capital) Bridge financing Public-to-private (going private) 76

4 Content XIII Succession planning and displacement of existing shareholders Spin-off Private placement Turnaround Platform strategy or buy and build strategy Types of investments Open investments Indirect investments 81 Chapter 2: Who drives Private Equity? 2.1 Bidder groups for equity capital Captive funds Public funds Independent funds The role of banks in the private equity business Investors in private equity capital New funds raised according to capital sources Geographical distribution in Germany New funds raised according to financing phases Sectoral distribution of investment 88 Chapter 3: How are Private Equity firms organized? 3.1 Organizational aspects Structure of private equity companies Separation of fund and management Subsidiaries Management, control and advisory organs Inner organization The investment contract,' Basic types and significant parts of the contract Examples of wordings for certain clauses Options Pre-emptive right, right of first refusal, duty to supply information on offer Take-along rights of managers Drag-along rights Exit/Liquidation proceeds preference Antidilution clause Concentration of corporate activities Prohibition of competition and solicitation for seller Provisions regarding exit List of transactions requiring consent Reporting duties Adoption of existing contracts, important side contracts and covenants Combined investment contracts Participation in advisory and control organs, 103

5 XIV Content 3.3 Valuation of private equity investments Measuring performance: the internal rate of return (IRR) Derivation of the IRR Calculating the IRR using standard spreadsheet software Three levels of IRR advocated by EVCA Valuation principles and methodologies Valuation principles Valuation methodologies 112 Chapter 4: How is Private Equity Business done? 4.1 The working approach of private equity companies Organizational milestones Recruiting Fund raising Project-oriented milestones Deal-flow Due diligence Business plan Investment negotiations Investment support Exit Acquisition policy and risk management Quality controls in the project examination area Setting of competences and decision levels Selection of projects according to the criteria of company size Risk limitation through syndication Risk limitation through specialization Investment purchase abroad EVCA governing principles Governing principles Examples Initial considerations Early stage planning Investors and marketing Structuring Fundraising Initiators ( Target investors Origin of funds Investors Structure of the offer: terms of investment Structure of the documentation Presentation to investors Track records and forecasts Time period for fundraising Investing 146

6 Content XV Due diligence Investment decision Structuring investment Possible means by which the fund may influence an investee business Investment agreements and documents Manager's consent to investee business actions Cooperation with co-investors and syndicate partners Co-investment and parallel investment by the manager and executives Co-investment and parallel investments by fund investors and other third parties Divestment planning Management of an investment Investment monitoring Exercise of investor consents Follow-on investments Under-performing investments Disposal of an investment Implementation of divestment planning Responsibility for divestment decision-making Warranties and indemnities Should cash always be taken on realization or can shares/ earn-outs be accepted? Sales to another fund managed by the same manager Managing quoted investments Distribution Distribution provisions in constitution Timing of distributions : Investor relations Reporting obligations Transparency Investor relations Investors' committee Winding up of a fund Liquidation Fund documentation Management of multiple funds Conflicts of interest...'.-; Establishment of new funds Manager's internal organization Human resources Incentivization Financial resources Procedures and organization Segregation of fund assets Internal reviews and controls 165

7 XVI Content External assistance List of questions addressed in 'Examples' section 166 Part 3: Acquisition Financing Chapter 1: What makes acquisition financing special? 1.1 Definition and challenges The challenges of acquisition financing Acquisition financing vs. buy-out/buy-in financing Management buy-out (MBO) Management buy in (MBI) Leveraged buy-out (LBO) 173 Chapter 2: Who drives acquisition financing? 2.1 Acquisition financing - parties involved and their various motives Senior partners Strategic investors Financial investors (private equity investors) Management Financial institutions Advisors Main goals of debt capital investors Low debt capital ratio Collateral Marketability - loan syndication Return on debt Main goals of equity capital investors Return on equity Limited liability Contract flexibility Minimum expenses 182 Chapter 3: How does acquisition financing work? 3.1 Functionality of leveraged buy-outs Exploiting the leverage effect Improvement of 'cash flows Fixed assets and working capital optimization Strategic reorientation of the enterprise Efficient capital allocation Know-how transfer by financial investors Elimination of underperformance in the enterprise Asset stripping Improvement of company valuation Increase purchase price multiple due to improved returns and profits 187

8 Content XVII Increase purchase price multiple due to an optimized firm size Integral parts of successful leveraged buy-outs Attractive LBO market environment LBO proficient company Exit possibilities and increase in company value Management Track record and firm ethics of financial investor Fair price Fiscal optimization Feasible and sustainable financing structure 192 Chapter 4: How to structure an acquisition 4.1 Acquisition financing - structuring the project under company law Three-step takeover approach Respective interests of equity capital investors Respective interests of debt capital investors Legal restrictions Asset deal vs. share deal Acquisition financing - structuring the financing tools 200 Chapter 5: How to determine the financial structure of an acquisition financing 5.1 Determination of the debt service ability Acquisition financing - role of equity capital Share capital Shareholder loans Acquisition financing - role of outside capital Senior term debt Working capital facilities.' Mezzanine capital Particular characteristics of mezzanine capital Mezzanine capital in the context of acquisition financings Mezzanine capital - bridging the gap Mezzanine capital payment structure and yield expectations Mezzanine capital - contractual structuring Different forms of mezzanine capital Equity mezzanine instruments Debt mezzanine instruments Capital structure and key figures 225 Chapter 6: What kind of contracts are used in acquisition financing? 6.1 Credit agreement Precedent conditions Representations and warranties Covenants 230

9 XVIII Content 6.2 Collateral agreement Consortium agreement Intercreditor agreement Purchase agreement 234 Chapter 7: How is acquisition financing done? 7.1 Pre-deal screening Business plan ' Due diligence Financing case Financing structure and term sheet Commitment letter Contract documentation Syndication Deal signing and closing Post-deal monitoring 242 Part 4: Initial Public Offering Chapter 1: Why Initial Public Offering? 1.1 Definition and reasons for an IPO Pros and cons Benefits and opportunities Drawbacks and continuing obligations Pre-IPO strategy 253 Chapter 2: What is the roadmap for a successful IPO? 2.1 Phase one: planning and preparation Checking the pre-requisites for going public Stock corporation Financial reporting Business plan Equity story Issue concept Phase two: structuring Recruiting syndicate banks Coordinators Syndicate structure Designations Beauty contest and selection criteria Agreements with coordinators Underwriting commissions IPO consultants Legal advisers Auditors and tax advisers 277

10 Content XIX IR/PR agencies Due diligence Valuation Prospectus " Corporate governance Phase three: marketing: investor relations, pre-marketing, and road show Investor relations Pre-marketing Analyst meetings Research Road show Phase four: pricing, allocation and stabilisation Pricing Pricing methods Fixed-price method Bookbuilding Pricing structure Pricing mechanism Allocation Allocation to institutional investors Allocation to retail investors Employee equity compensation programs Friends & family program Stabilization Greenshoe (over-allotment option) Naked short Naked long Phase five: life as a public company Ad-hoc disclosures Insider information and compliance : Transparency for capital markets Annual financial statements and quarterly reports Analyst conferences and research Corporation action timetable Investor relations 306 Chapter 1: Why go private? I Part 5: Going Private 1.1 Definition of going private Going private and going dark Going dark Similarities and differences between going private and going dark

11 XX Content 1.3 Motives and success factors for going private Reasons for going private Benefits of going private Risks of going private Candidates for going private transactions Recent transactions in the U.S., U.K. and Germany 317 Chapter 2: Going private in Germany 2.1 What is the legal framework of going private transactions in Germany? How can delisting be done? Ex officio delisting Hot delisting Cold delisting Squeeze-out Integration Conversion, merger and corporate division Liquidation and sale of all assets 328 Chapter 1: Why Due Diligence? Part 6: Due Diligence 1.1 Definition of the term due diligence Motives for conducting a due diligence Objectives of the due diligence process Reducing the information asymmetry Identifying and examining the synergy potential Linking the strategic preparation with the integration period Providing reps and warranties Participants in the due diligence process Information sources for conducting due diligence Internal sources of information The data room Interviewing the management Site visits External sources 'of information 336 Chapter 2: What is a data room? 2.1 The data room Data room checklist Corporate organization Employees Litigation Pensions 340

12 Content XXI Taxation Agreements Insurances Financial documents Intellectual property Property Products/services/technology 342 Chapter 3: What is done in a due diligence? 3.1 The strategic audit Assessing the target company's forecasting process Steps for formulating a business plan What happens with the business plan? Challenging the business plan The financial audit Assessing internal controls : Assessing annual reports The legal audit The legal foundation The legal risk factors The internal legal structure The external legal structure Conducting a tax due diligence The scope of the tax due diligence Past periods that were not covered by tax audits 356 Part 7: An Overview of Corporate Valuation Chapter 1: Why Valuation? 1.1 Valuation methods at a glance Occasions and purposes of valuation General framework Valuation: art or science? Value vs. price 364 Chapter 2: How to carry out a (valuation 2.1 Valuation techniques Methods of individual valuation Net asset value based on reproduction values Net asset value based on liquidation values Multiple methods 369

13 XXII Content Chapter 3: The DCF method 3.1 Overview of the various DCF approaches The WACC approach ; Adjusted present value (APV) approach Equity approach (net approach) Calculation of the cash flows and terminal value Calculation of the operating free cash flows according to the WACC approach and the APV approach Calculation of the flows to equity in the equity approach Calculation of the terminal value The two-phase model for the determination of the value of a company with infinite lifetime Determination of the terminal value Determination of the detail planning horizon (detail planning period) Determination of the discount rate ' Determination of the discount rate subject to the respective DCF method Determination of the market value-weighted capital structure Determination of the current capital structure Target capital structure Cost of equity Determination of the interest rate of a risk-free investment Risk premium Systematization of risks Determination of the risk premium with the help of capital market theory models Market risk premium Significance of the Beta factor Structure of the Beta factor (dependence of the Beta factor on the leverage) Determination of the Beta factor out of past values Beta factors for non-publicly listed companies ^ Determination of Beta factors for conglomerates Estimation of future Beta factors Model assumptions of the CAPM Agios in the calculation of the risk premium Agios for the'unsystematic risk Mobility agio (liquidity agio, fungibility agio) Agio for personal liability Majority disagio (package agio) Cost of debt But where can the information on the risk premium which is currently valid in the market be obtained? Calculation of the enterprise value Period-specific WACC 430

14 Content XXIII Chapter 4: The trading multiples method 4.1 Basic principle and procedure The procedure of multiples valuation Creation of multiples Calculation of the company value Presentation of the different multiples Equity value vs. entity value multiples Trading vs. transaction multiples Overview of the different multiples Multiples based on balance sheet figures - price-book-value Multiples based on profit & loss statement figures Sales multiples EV/EBITDA multiple EV/EBITA multiple EV/EBIT multiple Price-earnings-ratio Cash flow multiples Non-financial multiples Consideration of growth Calculation of the multiples of the peer companies Selection of the peer companies Selection of the valuation period Selection of the multiple Collection and preparation of the information Market value of the equity and enterprise value Determination of the reference figures: annual report figures Determination of the reference figures: estimations Information preparation and multiples calculation based on the example of Beru AG Market value of the equity ' Enterprise value Calculation of past-oriented multiples Determination of the reference figures of the single multiples from the annual report figures Calculation of the multiples Calculation of future-oriented multiples Collection of the estimations Verification of the estimations Interpolation in case of a business year deviating from the calendar year Calculation of the multiples Market value vs. book value for minority interests and non-fully consolidated participations Consideration of minority interests in the example of Peugeot and Faurecia Consideration of non-consolidated participations based on the example of Renault and Nissan 479

15 XXIV Content 4.4 Multiples valuation for Automotive Supplier GmbH Determination of the peer companies' multiples Aggregation of the multiples Calculation of the company value of Automotive Supplier GmbH Chapter 5: The transaction multiples method 5.1 Valuation conception Prevalence and application of the valuation method Thoughts on the practical application of transaction multiples Preferred multiples Determination of relevant comparable transactions Company-specific factors Transaction-specific factors Data collection and calculation Calculation of the transaction multiples Financial data of the valuation object Sector-specific issues and regional differences The relevance of the sector and the regional presence for transaction multiples Reasons and implications Takeover premiums Significance of the takeover premium Reasons for takeover premiums Undervaluation of the target company Compensation of synergy effects Manager hybris Control premium Bidder competition vs. exclusive negotiations Case study Critique of the valuation methodology 514 Index 517

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