JWI 531 Financial Management II, week6 summary, 5/18/13
Learning more about the 
corporate life cycle, pros & cons of IPOs, M&A, Private equity 
investment, Chapter11/7 bankruptcy made this another exciting week. I 
loved the lecture for the immense clarity it brought to these concepts. 
Increasingly I am gaining confidence in finance from the solid 
foundation I am getting here. I know I can build an intelligent 
financial infrastructure for my enterprise.
Great week. Takeaways below.
Dr DP
JWI 531 Financial Management II, week6 summary, 5/18/13
I. Cycle of Change
****************
Change is the norm in business world
Companies are constantly transforming
new opportunities lie in every turn
Change happens.
Adapt and thrive.
II. The corporate life cycle - Adulthood to the End of Life
********************************************************
Mature Organization Stage
*************************
Early stage decisions affect capital structure dramatically
Mature organizations expected to produce consistently profitable growth
- major financing events predictable
- additional capital through Debt and/or Equity financing from private parties & financial institutions
- culmination: IPO
III. IPO
****
Size: 100s of Billions
Register company's equity on exchanges such as Nasdaq or NYSE
Equity becomes public equity - anyone can now buy or sell shares of company's stock
IPO
 filing time must be carefully and strategically chosen - # IPOs/month 
correlates to S&P500 (Bespoke Investment Group, 2010)
Offer the company's shares to the market ONLY when there is appetite for stocks
IPOs Pros
**********
Rewards risk-taking of early-stage investors
Provides massive infusion of capital for long term growth
IPOs Cons
**********
Public shareholders demand significant ROE, consistent growth, structured strategic vision
Complex process
Numerous regulatory hurdles
>50% of IPOs decline in price within first 12 months
Significant compliance costs
Restrictions on liquidation of owner's stake
Financial statements available publicly to competitors and potential suitors
Alternatives to IPO
********************
Acquisitions
Debt
Cashflow from operations
IV. M&A
*********
Genetic mutation that can push a company in a new direction
Mergers: companies look to form strategic relationships to generate competitive advantage
Acquisitions:
 Bigger firms acquire smaller firms (eg. competitors) to expand, enhance
 product offering and strengthen strategic position
M&A: business owners can liquidate stakes and move on
M&A is correlated with health of economy ie S&P500
Straight cash offerings, stock, options, stock swaps
M&As fail >50% of the time due to poor strategy, culture clash, integration roadblocks
Key to plan ahead for bumps in the road
V. Private Equity Investment
*****************************
size: $ 2.5Trillion
Hands-on style of financing
Comes towards end of life of business
Investors
 take over Ownership in a privately held business, pay a healthy 
premium, take over operations, turn the business around or strip it 
apart or sell off assets
helps a firm in economic distress when market is unwilling to offer financing
investors get intimately involved in investments, day to day operations, efficiency optimizing, reaping benefits
Advantages: no public registration, financial and operations secrets can be kept inside
VI. Chapter11 Bankruptcy: End of Line
***************************************
death of equity ownership at the point in time
all
 other possibilities tried and exhausted: selling at discount to a 
competitor, attracting new investors and owners, offering individual 
assets for sale
offers breathing room to restructure an organization's obligations to debt holders - company and financiers work it out
some companies recover (eg Airline industry), most vanish
VII. Chapter7 Bankruptcy
*************************
Liquidate the company
company's assets are frozen
trustee appointed to oversee process
inventory of assets taken and distributed to seniors: debt holders, senior creditors
********************
DQ Exercise
********************
I. Why M&A
***********
M&A
 is the fastest, most powerful tool a company can use to change its 
competitive game. It adds real fire power to growth arsenal. M&A 
gives twice the talent to pick from.
II. Potential Benefits of Mergers & Acquisitions:
**************************************
Allows a firm to obtain in a single transaction
- capabilities or resources that would take years to develop
- reduced costs through consolidation and eliminatiion of redundant positions and activities
- increase in firm's market share & competitive advantage from greater size
III. Problems with M&A
*********************
Majority of M&As fail (http://www.businessweek.com/managing/content/jun2010/ca20100622_394659.htm)
Benefits of M&A are many times not realized.
It
 feels like death to most people in the acquired organization, with 
lives turned upside down (Welch, 2006). This is why only the most 
experienced M&A experts should be selected for the job and tasked 
with the responsibility of completing the merger successfully from start
 to finish.
IV. How to avoid common traps in M&A and make a successful merger or acquisition?
*********************************************************************
1. Check if the same business result can be achieved at lower risk with a partnership or organic growth.
2. Does it make strategic sense and further the strategic objectives of the firm ?
    Is this acquisition aimed at getting quick results that organic growth cannot match ?
    Is this to Acquire a competitor?
    Is this to move quickly into an area where you don't currently compete?
3.
 If acquisition is justified, are clear criteria for selection of target
 company set ? How will the new company look like? (businessweek.com, 
2010)
4. Does the acquisition create value? Does it extend the 
capability of the firm ? Does it have scalable IP? Can the acquired 
organization take advantage of the firm's strengths to grow rapidly ? 
(IBM annual report, 2012)
5. Before starting the merger process, stay aware of the common traps in M&A (Welch, 2005)
Sin#1
 - Beware of merger of equals. Anticipate people dueling over who is 
really in charge. Identify roles and responsibilities ahead of the 
acquisiton.
Sin#2 - Cultural fit based on values of the two companies
 is as important as strategic fit that is based on products, 
technologies and numbers. Some cultures don't combine, they combust. 
Cross-cultural differences in a merger are usually not addressed until 
it is too late.
Sin#3 - Reverse hostage situation
Due to deep concessions given, the acquired firm is in charge in the end. Don't pay too much for something you don't own.
Sin#4 - Being afraid rather than going boldly
Complete
 the integration process within 90 days of closing (eg. Lou Gerstner at 
IBM managed transitions successfully by drawing attention to the 
firm-wide priorities of the 90-days). Do not let uncertainty morph into 
inertia or fear.
Sin#5 - Conqueror syndrome
Don't march into new territory and install your people everywhere.
For new and expanded firm to survive, it needs the best team - you may need to let go of some of your own.
Sin#6 - Paying too much
Beware of deal Heat that comes from overheated desire.
Don't get caught in the negotiation frenzy fanned by competitive bidders and investment bankers.
6. Before the merger, consider the risks you are about to take (JWI 540, Week8, Lecture1)
(i) The people in the acquired firm could prove difficult to manage
(ii) The people in the acquired firm may be used to different objectives
To counter the risks and ensure a successful merger & acquisition
(i) Manage actively
(ii) Have clear and shared goals with well-defined targets
(iii) Have clearly defined and quantified benefits supported by strong business rationale
(iv)
 Monitor progress - Explicit metrics and detailed reporting must be used
 to ensure targets are met, problems are resolved quickly and 
effectively.
(v) Create and encourage formal and informal connections between the two firms
Provide multiple channels of communication about both opportunities and problems.
Ensure clear accountability so there is never any doubt about who is in charge and where decisions will be made.
(vi)
 Place qualified managers chosen from both firms - It is vital to 
select, prepare, support, reward qualified managers. Wisdom to know what
 not to do - and not doing it - is among the most valuable contributions
 of a strategic manager (JWI 540, Week8, Lecture1)
(vii) Manage expectations across both firms and encourage a learning mindset
7. During the merger, keep the following four key factors in mind.
(i) Pace:
*******
Some
 acquisition situations will reward the swift; but in some cases, 
rushing with deal heat can hurt. Consider your Assumptions and frame of 
mind - You are probably thinking that the deal must get done and 
quickly. You may even be afraid that rivals may swoop in and snatch away
 your target. You have a bias for action and measure your effectiveness 
by how fast you can get the deal done. However, moving forward too 
rapidly can result in a due diligence process that fails to produce 
information that would be helpful in deciding whether to go forward with
 an acquisition. Focus instead on the spirit of discovery-driven 
strategy: how quickly can you discover whether there is any future in 
this deal ?
If there is value in the acquisition, move the 
process forward. But, as a merger may represent a strategic shift for 
the organization, think carefully about fundamental changes needed to 
realize the full strategic potential of the acquisition. Then rush to 
integrate the firms within 0 to 90 days of closing, to capture 
advantages, reduce uncertainty, fear, low morale and inertia in minds of
 people.
On the other hand, if the value of acquisition is inadequate, move on and explore other opportunities.
(ii) Power:
**********
Get
 with the top leaders of the firm you are acquiring and read the power 
bases in your respective firms. Senior leaders from both sides should 
consider and discuss how conflicts will be resolved, how decisions will 
be made and how ideas will be assessed. Simply assigning job titles and 
agreeing on formal job definitions is not enough. Look beyond the 
organizational charts - many decisions about resources and agendas do 
not fall into one person's job domain.
In every firm, informal 
power network influences key decisions. Create a power map of the new 
organization - to evaluate options, explore opportunities, and 
investigate financing.
Formally or informally, where will key strategic decisions be made ?
Who will make staffing and investment decisions post-merger ?
Who will control scarce resources and key assets?
Do not end up arguing endlessly about whose systems and culture to use.
Make
 the leadership call early on, clarify who is in charge, take the pain, 
get the transition over with fast, and don't worry about stepping over 
toes of people. Err on side of speed rather than being too sensitive 
about stepping on toes (Welch, podcast, JWI 540, Week8)
(iii) Information:
*************
To
 reduce anxiety, avoid miscommunication and increase trust in the firm, 
provide information to the employees of the firms, before, during and 
after the acquisition. Messages are often complicated; information 
cannot always be shared openly. Different audiences need to get 
different information at different times and in different formats.
Common errors in this area are: Sharing too much too soon or too little too late.
Define
 an information sharing process that works for the firm. Develop good 
measures and feedback around the information sharing to ensure same 
problems do not recur in future acquisitions.
(iv) People:
*********
People
 are stretched thin before, during, after an acquisition. Demands of 
integration come on top of regular work. New processes need to be 
learned and new tasks mastered. Most people are on edge emotionally, 
struggling to adapt to changes, worried about losing their jobs. This is
 why the following people management challenges need to be handled with 
care:
- match right people in right jobs in the new organization to 
build the skills needed to exploit the strategic advantage an 
acquisition creates.
- Prepare to face resistance from many people unhappy with the changes.
- Face the unpleasant task of deciding whom to let go and also deal with emotions of those who go and those who stay.
- Balance the needs of the top 20% versus the middle 70%
V. Examples of M&A successes & failures
****************************************
AOL/TimeWarner
 - largest M&A disaster ever. AOL purchased Time Warner for $182 
Billion in 2000. The merger was reduced to 1/7th of its value and AOL 
was spun-off in 2009.
Tata/Jaguar - Acquisition allowed Tata 
access to world class engineering talent with which the firm developed a
 winning Range Rover product for growing markets such as India and 
China. Tata stock selling at the higher ever value today.
References
Welch (2005), Winning
http://www.businessweek.com/stories/2006-10-22/the-six-sins-of-m-and-a
http://www.tutor2u.net/blog/index.php/business-studies/comments/6-essential-ma-cases-tata-group-buys-jaguar-land-rover