...Investment Banking Valuation, Leveraged Buyouts, and Mergers & Acquisitions JOSHUA ROSENBAUM JOSHUA PEARL FOREWORD BY JOSEPH R. PERELLA Investment Banking Founded in 1807, John Wiley & Sons is the oldest independent publishing company in the United States. With offices in North America, Europe, Australia, and Asia, Wiley is globally committed to developing and marketing print and electronic products and services for our customers’ professional and personal knowledge and understanding. The Wiley Finance series contains books written specifically for finance and investment professionals as well as sophisticated individual investors and their financial advisors. Book topics range from portfolio management to e-commerce, risk management, financial engineering, valuation, and financial instrument analysis, as well as much more. For a list of available titles, please visit our Web site at www.WileyFinance.com. Investment Banking Valuation, Leveraged Buyouts, and Mergers & Acquisitions JOSHUA ROSENBAUM JOSHUA PEARL John Wiley & Sons, Inc. Copyright C 2009 by Joshua Rosenbaum and Joshua Pearl. All rights reserved. Published by John Wiley & Sons, Inc., Hoboken, New Jersey. Published simultaneously in Canada. No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, scanning, or otherwise, except as permitted under Section 107 or 108 of the 1976...
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...GENERAL GROWTH PROPERTIES: TO THE BRINK AND BACK December 6, 2011 Students: Yu (Cherry) Chen, Kevin Connolly, Bill Davis, Stephen Duncan, James Faello, Michael Hazinski, Noah Johnson Faculty Supervisor: Joseph L. Pagliari, Jr. Copyright © 2011 The Real Estate Group at The University of Chicago Booth School of Business All Rights Reserved This case study has been prepared solely for academic purposes. It should not be construed as a judgment about or an endorsement of any particular business matter. Moreover, the information contained herein has been obtained from sources we believe to be reliable; however, we make no representation or warranty as to its accuracy. TABLE OF CONTENTS EXECUTIVE SUMMARY ...................................................................................................... - 1 GENERAL GROWTH BACKGROUND ............................................................................ - 7 2004: A Historic Year for General Growth........................................................................ - 9 2005-2006: Secured Mortgages and Increasing Debt ..................................................... - 16 Simon vs. GGP - Capital Markets Strategy ..................................................................... - 24 IMPACT OF THE CREDIT CRISIS .................................................................................. - 31 GGP Faces Liquidity Challenge .................................................................................
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...This week's graded topics relate to the following Terminal Course Objectives (TCOs): A | Given an organizational requirement to conform business practices to both the law and best ethical practices, apply appropriate ethical theories to shape a business decision. | I | Given specified circumstances of a business decision to expand to international markets, determine what international legal requirements or regulatory controls apply. | Topics for This Week's Discussion * Introduce yourself to your professor and the rest of the class. (not graded) * Thread over TCO A/I (graded) * Ethics and Patent Rights Post 9/11 (graded) * Q & A Forum for your questions and comments (not graded) | | There is a drop down arrow next to the "Select a Topic" box. Click on this arrow to select topics for discussion. | ------------------------------------------------- Top of Form Select a Topic: Bottom of Form The World Bank Situation (graded) | Class, please read Chapter 2, problem 5 from the Jennings text, p. 72. This week, we will discuss the Wolfowitz situation at the World Bank. Consider the questions at the end of the problem as you make comments in the threads this week. What are the ethics here? Was Wolfowitz trying to do the right thing? Does that make a difference ethically? Throughout the week, I will bring in further questions. Be sure to read the lecture and the international ethics article stated in your reading for the week as well. | ...
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...More Praise for the Second Edition of Mergers & Acquisitions from A to Z ‘‘Sherman and Hart have done a terrific job assembling and synthesizing the basic, yet critical, issues to be aware of before/during/ after the deal. A well-rounded, up-to-date primer filled with pragmatic information that will serve as an excellent reference regardless of the reader’s M&A experience.’’ —Edward J. Hayes, Jr. Executive Vice President and Chief Financial Officer Quantum Corporation ‘‘After reading Andrew’s book, it became clear that his insight and processes assist entrepreneurs looking to expand their businesses. Andrew’s book offers guidance for non–U.S.-based businesses considering mergers and acquisitions in the United States.’’ —Nancye Miller, CEO, EO The Entrepreneurs’ Organization ................. 11539$ $$FM 10-19-05 09:48:09 PS PAGE i This page intentionally left blank PAGE ii MERGERS & ACQUISITIONS F ROM A SECOND TO Z EDITION Andrew J. Sherman and Milledge A. Hart American Management Association New York • Atlanta • Brussels • Chicago • Mexico City • San Francisco Shanghai • Tokyo • Toronto • Washington, D.C. ................. 11539$ $$FM 10-19-05 09:48:11 PS PAGE iii Special discounts on bulk quantities of AMACOM books are available to corporations, professional associations, and other organizations. For details, contact Special Sales Department, AMACOM, a division of American Management Association, 1601...
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...BOOKKEEPING & ACCOUNTING SYSTEMS Why do bookkeeping? Bookkeeping has two primary functions: to provide you with information that will allow preparation of tax reports, and to provide information that will help you manage your business, see trends and implement changes. Satisfying the tax requirements is how many small businesses organize this function within their company. I would rather see you focus on the management information systems, and make sure they do the job for the taxman. The keeping of timely and accurate financial records is imperative if any business is to succeed. You want to set up a system that is as simple as possible, yet acquires the necessary information to help you better manage the business. Over time, you will learn to read your financial reports so that at a glance you can determine how you are doing, and look at making changes which will correct those things that you are not comfortable with. Should I hire an accountant? This depends on what your skills, time availability, and complexity of the business you are starting. In general, most all business should be using the services of a tax advisor or accountant for some matters. The tax codes change rapidly, and keeping up with all the changes and provisions make it difficult to be a do-it-yourselfer in this area. You can do much of the work yourself, and then have an accountant review and make recommendations. Another approach is to use the services of an accountant to begin, and...
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...A N N U A L REPORT 2015 Financial Highlights As of or for the year ended December 31, (in millions, except per share, ratio data and headcount) Reported basis1 Total net revenue Total noninterest expense Pre-provision profit Provision for credit losses Net income Per common share data Net income per share: Basic Diluted Cash dividends declared Book value Tangible book value2 2015 $ $ $ Selected ratios Return on common equity Return on tangible common equity2 Common equity Tier 1 (“CET1”) capital ratio3 Tier 1 capital ratio3 Total capital ratio3 Selected balance sheet data (period-end) Loans Total assets Deposits Total stockholders’ equity Headcount 93,543 59,014 34,529 3,827 24,442 6.05 6.00 1.72 60.46 48.13 2014 $ $ $ 95,112 61,274 33,838 3,139 21,745 5.33 5.29 1.58 56.98 44.60 11% 13 11.6 13.3 14.7 $ 837,299 2,351,698 1,279,715 247,573 234,598 10% 13 10.2 11.4 12.7 $ 757,336 2,572,274 1,363,427 231,727 241,359 Note: 2014 has been revised to reflect the adoption of new accounting guidance related to debt issuance costs and investments in affordable housing projects. For additional information, see Accounting and Reporting Developments and Note 1 on pages 170 and 183, respectively. 1 Results are presented in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), except where otherwise noted. 2 Non-GAAP financial measure. For further discussion, see “Explanation and Reconciliation of the Firm’s Use Of Non-GAAP ...
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...OF SMA L L B U S I N E S S BIG BOOK THE Y O U D O N ’ T H AV E T O R U N Y O U R B U S I N E S S B Y T H E S E AT O F Y O U R P A N T S TO M G E GAX with Phil Bolsta Previously published as By the Seat of Your Pants This book is dedicated to my father, Bill, an old soldier who battles every day to overcome a horrendous stroke. He was a model enlightened entrepreneur, a fact that took me years to appreciate. His compassion with his employees and dedication to service inspired me to be a better businessman and a better person. When I was growing up, he liked to say, “Son, the most important word in the English language is ‘empathy.’ ” When I told him I was starting a business, his first words were, “Always treat your employees right.” He learned that appreciation the hard way, losing his father at a young age and countless war buddies in the trenches. But his love for God, country, and his fellow citizens never wavered. This one’s for you, Dad. CONTENTS Foreword by Richard Schulze, Found er and Chair man, Best Buy ix Introduction: Living by the Seat of My Pants: A Jour ney from Clueless to Cashing In xi PART I Setting Up Shop: What Ever y Budding Entrepreneur Needs to Know 1 1. Make Up Your Mind: Uncommon Factors to Consider Before Quitting Your Day Job 2. Research the Market: Analyzing the Data to Determine Your Niche 3. Write the Business Plan: Building Your Blueprint for Success 4. Find Funding: Raising Capital Without Relinquishing...
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...A abandon s.n. 1. {de drepturî) (dr.) desertion/renunciation of rights 2. (a/ navei, al încărcăturiî) (mar.) abandonment 3. (retragerea dintr-o operaţiune cu primâ contra cedării unei prime) {bur.) abandon ~ pe mare rea - abandon in heavy sea abandona v.t. 1. (drepttiri, pretenţii) to relinquish, to waive 2. (nava, încarcătura etc.) to abandon, to leave abandonare s.f. 1. (de drepturi, pretenţii) relinquishment 2. abandonment, abandoning ~ a navei - (de întregul echipqf, când nava nu mai poate fi salvaîa) abandonment of ship ~ a postului - dereliction ofduty ~ a produsului - (a prodncerii şi a comercializăru acestuia) product abandonment/elimination ~ a unui bun - (asig. mar.) dereliction abandonat adj. {asig. mar.) abandoned, derelict ~ temporar - temporarily abandoned abata v.t. (a exploata un zâcâmdnî} to work abataj s.f. 1. (loc) coal-face. stope, workings 2. (acţiune') mining. cutting, hewing 3. (al arborilor) felling 4. (al vitelor) slaughter abate v.t. 1. (din drnm) to turn oft7 aside/away, to divert, to deviate: to sheer, to v.'ander, 10 escape 2. (mar.} to steer off 3. (a/'boti) to fcll v.r. {de la} (dr.) to iniriiige, to vioîaie, to transgress abatere s.f. 1. tuming off/away, diverting, deviation 2. (dr.) infringe-ment, violation, transgression; trespass(ing) 3. {de la regulă) exception ~ de la datorie - breach ofduty ~ din drum - (niar.) deviation ~ disciplinară - misbehaviour, infraction ofdiscipline ~ medie - mean deviation ~ standard (concept statistic care indicâ...
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...CHAPTER 3 RATIO ANALYSIS 3-1 3-2 (d) No effect (e) No effect 3-3 Current liabilities = $40,000 Cash + accounts receivable = $40,000 Sales = $200,000 Receivables = $10,000 Quick assets = cash + receivables = cash + $10,000 = $40,000 Cash = $30,000 Inventory = $20,000 Cash $ 30,000 Notes payable $ 40,000 Receivables 10,000 Long-term debt 20,000 Inventories 20,000 Common stock 15,000 Net plant 40,000 Retained earnings 25,000 Total assets $100,00 Total claims $100,00 Asset Profit Return on 3-4 (a) Company Turnover Margin Assets A 3.00 10.0% 30.0% B 1.53 12.1 18.5 C 2.33 7.9 18.3 D 1.70 7.9 13.4 E 2.14 13.3 28.6 (b) The five company averages are: Return on assets = 2 x 10% = 20% The five-company averages are 2.00, 10%, and 20%. Company D has turnover, margin, and Return on Assets problems. Company B has turnover and Return on Assets problems. Company C has margin and Return on Assets problems. Company E is very good on all counts. 3-. Cost of goods sold = 80% x sales = 80% x $100,000 = $80,000 Gross profit = sales - cost of goods sold = $100,000 - $80,000 = $20,000 EBIT = $10,000 Gross profit = - operating expenses = EBIT $20,000 - operating...
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...SECOND EDITION I/1ANAGEMEIVT AND POLICY James C.Van Horne \ STANFORD UNIVERSITY PRENTICE-HALL INC., ENGLEWOOD CLIFFS, NEW JERSEY F I NANCI AL M A N A G E M E N T A N D POLICY, 2nd EDITION James C. Van Horne © 1971, 1968 by PRENTICE-HALL, INC., ENGLEW O O D CLIFFS, N.J. All rights reserved. No part of this book m ay be reproduced in any form or by any m eans without permission in writing from the publishers. Library of Congress C atalo g C ard No.: 71-140760 Printed in the United States of America Current Printing (last digit): 1 0 9 8 7 6 5 4 3 2 13-315309-6 PRENTICE-HALL, INTERNATIONAL, LONDON PRENTICE-HALL OF AUSTRALIA PTY. LTD., SYD NEY PRENTICE-HALL O F CAN AD A, LTD., TO RONTO PRENTICE-HALL OF INDIA PRIVATE LTD., NEW DELHI PRENTICE-HALL OF JAPAN, INC., TO KYO 1 To Mimi, D rew , Stuart, and Stephen Preface Though significant portions of Financial Management and Policy have been changed in this revision, its purpose remains: first, to develop an understanding of financial theory in an organized manner so that the reader may evaluate the firm’s investment, financing, and dividend deci sions in keeping with an objective of maximizing shareholder wealth; second, to become familiar with the application of analytical techniques to a number o f areas o f financial decision-making; and third, to expose the reader to the institutional material necessary to give him a feel for the environment in which financial...
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...Table of Contents I.) INTRODUCTORY PRINCIPLES 2 A.) Efficiency and Other Concepts 2 B.) Agency and Partnership Law 2 II.) INTRODUCTION TO THE CORPORATE FORM 16 A.) Formation and Structure 16 B.) Debt, Equity, and Valuation 22 III.) CONTROL OF CORPORATE DECISIONS 32 A.) The Role of the Shareholder 32 B.) Management Obligations 50 1.) Duty of Care 51 2.) Duty of Loyalty 56 3.) Duty of Fairness: Parent-Subsidiary Relationships 63 4.) Duty of Good Faith 64 5.) Management Obligations Under Federal Securities Laws 67 C.) Shareholder Litigation 76 IV.) Structural Changes 85 A.) Transactions in Control 85 B.) Mergers and Acquisitions 86 1.) Mergers 87 2.) Sale of Assets 93 3.) Asset Purchase or Tender Offer 94 C.) Public Control Contests 96 1.) The Poison Pill 100 2.) Enhanced Review When Business is Up for Sale 103 3.) Proxy Contests for Corporate Control 106 4.) Protecting the Deal: Shareholder Lockup Agreements 109 I.) INTRODUCTORY PRINCIPLES • Definitions o Corporate Law: The allocation of rights and power within a corporation; the internal body of law ▪ Addresses the creation of economic wealth through the facilitation of voluntary, ongoing collective action ▪ Flexible- expectation that market discipline will weed out what is not working ▪ Principle aim- reduce agency costs of all sorts o Securities Law: Regulates capital markets that corporations use to obtain funding ...
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...MAHATMA GANDHI UNIVERSITY KOTTAYAM REGULATION 1. COURSE OBJECTIVES The MG University MBA program is designed with the following objectives: 1. To develop young men and women in to professional managers to manage all sectors of the organized economic activity. 2. To equip the youngsters with conceptual and interpersonal skills and social purpose for managerial decision-making and its execution in real situations. 3. To develop and encourage the entrepreneurial capabilities of young generation to make them effective change agents. 4. To meet the demand for trained and professional people in the country at the top level management of business and industrial organizations in the light of the new economic and industrial policy of the country. 2. COURSE DURATION The MBA (Full Time) programme of Mahatma Gandhi University shall be spread in two years duration with 4 Semesters. Each semester shall comprise of a minimum of 16 instructional weeks of 5 days each of 5 hours a day (total contact hours 400). Continuous Internal Evaluation during the course period and University examination at the end of each semester shall be conducted. There shall be a semester break of 15 days each in addition to the usual Onam, Christmas and summer holidays. 3. ELIGIBILTY FOR ADMISSION 1. A pass in any Bachelor’s Degree Examination of Mahatma Gandhi University or an equivalent degree of any other universities duly recognized by M.G.University with not less than 50% marks in the aggregate for all parts of...
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...NTRODUCTION: AN INVITATION TO BOMBAY The envelope was hand-delivered to our house in Golf Links, Tan enclave in New Delhi whose name captured the clubbable lifestyle of its leisured and propertied Indian residents, soon after we had arrived in the middle of a north Indian winter to begin a long assignment. It contained a large card, with a picture embossed in red and gold of the elephant-headed deity Ganesh, improbably carried on the back of a much smaller mouse. Dhirubhai and Kokilaben Ambani invited us to the wedding of their son Anil to Tina Munim in Bombay. In January 1991, just prior to the explosion in car ownership that in later winters kept the midday warmth trapped in a throat-tearing haze overnight, it was bitterly cold most of the time in Delhi. Our furniture had still not arrived-a day of negotiations about the duty payable lay ahead at the Delhi customs office where the container was broken open and inspected-and we camped on office chairs and fold-up beds, wrapped in blankets. The Indian story was also in a state of suspension, waiting for something to happen. The Gulf War, which we watched at a big hotel on this new thing called satellite television, was under- cutting many of the assumptions on which the Congress Party’s family dynasty, the Nehrus and Gandhis, had built up the Indian state. The Americans were unleashing a new generation of weap- ons on a Third World regime to which New Delhi had been close; its Soviet friends were standing by, even agreeing with...
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...NTRODUCTION: AN INVITATION TO BOMBAY The envelope was hand-delivered to our house in Golf Links, Tan enclave in New Delhi whose name captured the clubbable lifestyle of its leisured and propertied Indian residents, soon after we had arrived in the middle of a north Indian winter to begin a long assignment. It contained a large card, with a picture embossed in red and gold of the elephant-headed deity Ganesh, improbably carried on the back of a much smaller mouse. Dhirubhai and Kokilaben Ambani invited us to the wedding of their son Anil to Tina Munim in Bombay. In January 1991, just prior to the explosion in car ownership that in later winters kept the midday warmth trapped in a throat-tearing haze overnight, it was bitterly cold most of the time in Delhi. Our furniture had still not arrived-a day of negotiations about the duty payable lay ahead at the Delhi customs office where the container was broken open and inspected-and we camped on office chairs and fold-up beds, wrapped in blankets. The Indian story was also in a state of suspension, waiting for something to happen. The Gulf War, which we watched at a big hotel on this new thing called satellite television, was under- cutting many of the assumptions on which the Congress Party’s family dynasty, the Nehrus and Gandhis, had built up the Indian state. The Americans were unleashing a new generation of weap- ons on a Third World regime to which New Delhi had been close; its Soviet friends were standing by, even agreeing with...
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...A GUIDE TO FORENSIC ACCOUNTING INVESTIGATION THOMAS W. GOLDEN, STEVEN L. SKALAK, AND MONA M. CLAYTON JOHN WILEY & SONS, INC. A GUIDE TO FORENSIC ACCOUNTING INVESTIGATION THOMAS W. GOLDEN, STEVEN L. SKALAK, AND MONA M. CLAYTON JOHN WILEY & SONS, INC. This book is printed on acid-free paper. Copyright © 2006 by PricewaterhouseCoopers LLP. PricewaterhouseCoopers refers to the individual member firms of the worldwide PricewaterhouseCoopers organization. All rights reserved. Published by John Wiley & Sons, Inc., Hoboken, New Jersey. Published simultaneously in Canada. No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, scanning, or otherwise, except as permitted under Section 107 or 108 of the 1976 United States Copyright Act, without either the prior written permission of the Publisher, or authorization through payment of the appropriate per-copy fee to the Copyright Clearance Center, Inc., 222 Rosewood Drive, Danvers, MA 01923, 978-750-8400, fax 978-646-8600, or on the Web at www.copyright.com. Requests to the Publisher for permission should be addressed to the Permissions Department, John Wiley & Sons, Inc., 111 River Street, Hoboken, NJ 07030, 201-748-6011, fax 201-748-6008, or online at http://www.wiley.com/go/permissions. Limit of Liability/Disclaimer of Warranty: While the publisher and author have used their best efforts in preparing this...
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