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Continental Carriers
I. Case ContextContinental Carriers, Inc., (CCI) is known as a regular commodities motor carrier. Sinceits inception, it has experienced continuous growth in revenues and mastered the strategic reduction of operating costs. It soon became known in the trucking industry as a widely profitable key player.In order to sustain continuous growth in revenues and income, management has decidedthat key acquisitions need to be made.The top contender, Midland Freight, Inc., a common carrier company would expand
CCI’s route sys tem. The prospect company also demonstrated congruence with the type of marketing and cost reduction programs that ushered CCI’s growth. The owners of
Midland agreed to sell it for $50 million in cash. Since the stipulation was for cash, thefunds would have to be acquired externally so as to prevent cash flow problems thatwould disrupt operations for CCI.One of the primary considerations was that the pending merger would provide additional$8.4 million annually in Earnings before interest and taxes (EBIT) making it easy formanagement to seek external funds. Another serious consideration was that CCI hasalways had a consistent policy of having no long-term debt in its capital structure.
In 1988, the current year, the company’s capital structure was pur ely composed ofcommon stock and surplus. In addition, most of the common stock was being held bymanagement. Furthermore, there is no dominant interest except that of management.Ms. Thorp, the CCI treasurer proposed 2 options. The first proposal included an issuanceof 3 million shares of new common stock, in line with the no long-term debt policy of thecompany. However, Ms. Thorp and president, Mr. Evans had not been satisfied with theperformance of the common stock of the company in the market in recent years. Thusthey decided to reconsider taking on a long-term debt in

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