Study Guide

To

Mergers, Acquisitions, and Other

Restructuring Activities
An Integrated Approach to Process, Tools,
Cases, and Solutions
Sixth Edition

by
Donald M. DePamphilis

_________________________________
Academic Press
An Imprint of Elsevier
 Study Guide Table of Contents

Preface

Part I: The Mergers and Acquisitions Environment

Chapter 1: Introduction to Mergers and Acquisitions

Chapter 2: Regulatory Considerations

Chapter 3: The Corporate Takeover Market: Common Takeover Tactics, Anti-takeover

Defenses, and Corporate Governance

Part II: The Mergers and Acquisitions Process: Phases 1-10

Chapter 4: Planning: Developing Business and Acquisition PlansPhases 1 & 2 of the

Acquisition Process

Chapter 5: Implementation: Search Through ClosingPhases 3-10

Chapter 6: Integration: Mergers, Acquisitions, and Business Alliances

Part III: Mergers and Acquisitions Tools and Concepts

Chapter 7: A Primer on Merger and Acquisition Cash Flow Valuation

Chapter 8: Applying Relative, Asset-Oriented, and Real Option Valuation Methods to Mergers
and Acquisitions

Chapter 9: Applying Financial Modeling Techniques to Value and Structure Mergers and
Acquisitions

Chapter 10: Analysis and Valuation of Privately Held Companies

Part IV: Structuring the Deal

Chapter 11: Structuring the Deal: Payment and Legal Considerations

Chapter 12: Structuring the deal: Tax and Accounting Considerations

Part V: Alternative Strategies and Structures

Chapter 13: Financing Transactions: Leveraged Buyout Structures and Strategies

Chapter 14: Joint Ventures, Partnerships, Strategic Alliances, and Licensing

Chapter 15: Alternative Exit and Restructuring Strategies: Divestitures, Spin-Offs, Carve-
Outs, Split-Ups, Bankruptcy, and Liquidation
Chapter 16: Alternative Exit and Restructuring Strategies: Reorganization and Liquidation

Chapter 17: Cross Border Mergers and Acquisitions: Analysis and Valuation

Preface

This student study guide supplements the accompanying textbook entitled Mergers, Acquisitions,
and Other Restructuring Activities: An Integrated Approach to Process, Tools, Cases, and
Solutions, 6th edition. As a supplement, it provides a listing of the books overall learning
objectives, the books subject layout, learning objectives by chapter, and reviews key concepts
presented in the context of the learning objectives. Case studies, practice problems, and sample
exams illustrate how to apply these concepts.

To become a successful player in any endeavor, you must learn to think like one and to practice
using the tools of the trade. To hone your skills, the reader is encouraged to work through as
many of the exercises offered in this study guide as possible and to use what is learned in
analyzing current M&A transactions discussed in the popular media. Attempt to identify
business strategies, takeover tactics, and takeover defenses employed in these transactions and
evaluate their effectiveness in the context of the current environment. Assess the range of
options that might be available to both the acquirer and target firms boards of directors and
management and decide what you believe are the most appropriate. Clearly identify both
explicit and implicit assumptions in the actions of both the acquirer and target firms and
determine if they are in your opinion credible. If some assumptions appear to be unreasonable,
ask yourself what should be done differently. Depending on the stage of the transaction, attempt
to anticipate how both the acquirer and target firms are likely to react to the information that is
currently known about the proposed transaction.

Overarching Text Learning Objectives:

To provide students with knowledge of

1. what corporate restructuring is and why it occurs;

2. commonly used business valuation techniques;
3. how value is created (or destroyed) as a result of corporate mergers, acquisitions,
divestitures, spin-offs, etc., through an analysis of how to do a deal;

4. commonly used takeover tactics and defenses;

5. the importance of understanding assumptions underlying business valuations;
6. a highly practical planning based approach to managing the acquisition process;
7. challenges and issues associated with each phase of the M&A process from developing
acquisition plans through post-closing structures;

8. the advantages and disadvantages of alternative deal structures;

9. how to plan, structure, and manage joint ventures, partnerships, alliances, licensing
arrangements, equity partnerships, franchises, and minority investments; and

10. the characteristics of successful shared growth and shared control strategies.

Study Guide Organization:

Chapter Summary: Mergers and Acquisitions and Other Restructuring Activities is organized
around learning objectives. Each Study Guide chapter begins with a listing of learning
objectives pertinent to the chapter along with a brief summary discussion of their relevance
of the objective.

Key Concepts are Organized by Learning Objectives

Chapter Sample Exam (15 true/false questions and 5 multiple choice questions, and in some
cases, practice problems and essay questions are provided): After reading the chapter
learning objectives and summary of key concepts, see if you can work through the exam
questions without looking at the answers. If you continue to be unsure of the answer, review
the study guide and refer to the text.

Answers to True/False and Multiple Choice Questions