Mergers, Acquisitions, and Corporate Restructurings. Gaughan Patrick А.

a little over a year after it took control of the company.

      At one point General Motors (GM) took a stake in the company: For a period of time the major auto companies thought it was a good idea to vertically integrate by buying a car rental company. The combined employee-GM ownership lasted for about nine years until 1996, when the employees sold the company to HFS. Senior managers of Avis received in excess of $1 million each while the average employee received just under $30,000. One year later HFS took Avis public. However, Cendant, a company that was formed with the merger of HFS and CUC, initially owned one-third of Avis. It later acquired the remaining two-thirds of the company. Avis was then a subsidiary within Cendant – part of the Avis Budget group, as Cendant also had acquired Budget Rent A Car. Cendant was a diversified company that owned many other subsidiaries, such as Century 21 Real Estate, Howard Johnson, Super 8 Motels, and Coldwell Banker. The market began to question the wisdom of having all of these separate entities within one corporate umbrella without any good synergistic reasons for their being together. In 2006 Cendant did what many diversified companies do when the market lowers its stock valuation and, in effect, it does not like the conglomerate structure – it broke the company up; in this case, into four units.

      The Avis Budget Group began trading on the New York Stock Exchange in 2006 as CAR. Avis's curious life as a company that has been regularly bought and sold underscores the great ability of investment bankers to sell the company and thereby generate fees for their services. However, despite its continuous changing of owners, the company still thrives in the marketplace.

      Merger Arbitrage

      Another group of professionals who can play an important role in takeovers is arbitragers. Generally, arbitrage refers to the buying of an asset in one market and selling it in another. Risk arbitragers look for price discrepancies between different markets for the same assets and seek to sell in the higher-priced market and buy in the lower one. Practitioners of these kinds of transactions try to do them simultaneously, thus locking in their gains without risk. With respect to M&A, arbitragers purchase stock of companies that may be taken over in the hope of getting a takeover premium when the deal closes. This is referred to as risk arbitrage, as purchasers of shares of targets cannot be certain the deal will be completed. They have evaluated the probability of completion and pursue deals with a sufficiently high probability.

      The merger arbitrage business is fraught with risks. When markets turn down and the economy slows, deals are often canceled. This occurred in the late 1980s, when the stock market crashed in 1987 and the junk bond market declined dramatically. The junk bond market was the fuel for many of the debt-laden deals of that period. In addition, when merger waves end, deal volume dries up, lowering the total business available. It occurred again in 2007–2009, when the subprime crisis reduced credit availability to finance deals and also made bidders reconsider the prices they offered for target shares.

      Some investment banks have arbitrage departments. However, if an investment bank is advising a client regarding the possible acquisition of a company, it is imperative that a “Chinese wall” between the arbitrage department and the advisors working directly with the client be constructed so that the arbitragers do not benefit from the information that the advisors have but that is not yet readily available to the market. To derive financial benefits from this type of inside information is a violation of securities laws.

      The arbitrage business has greatly expanded over the past decade. Several active funds specialize in merger arbitrage. These funds may bet on many deals at the same time. They usually purchase the shares after a public announcement of the offer has been made. Under certain market conditions, shares in these funds can be an attractive investment because their returns may not be as closely correlated with the market as other investments. In market downturns, however, the risk profile of these investments can rise.

      We will return to the discussion of merger arbitrage in Chapter 6.

      Leveraged Buyouts and the Private Equity Market

      In a leveraged buyout (LBO), a buyer uses debt to finance the acquisition of a company. The term is usually reserved, however, for acquisition of public companies where the acquired company becomes private. This is referred to as going private because all of the public equity is purchased, usually by a small group or a single buyer, and the company's shares are no longer traded in securities markets. One version of an LBO is a management buyout. In a management buyout, the buyer of a company, or a division of a company, is the manager of the entity.

Most LBOs are buyouts of small and medium-sized companies or divisions of large companies. However, what was then the largest transaction of all time, the 1989 $25.1 billion LBO of RJR Nabisco by Kohlberg Kravis & Roberts, shook the financial world. The leveraged buyout business declined after the fourth merger wave but rebounded in the fifth wave and then reached new highs in the 2000s (Figure 1.4). While LBOs were mainly a U.S. phenomenon in the 1980s, they became international in the 1990s and have remained that way since.

Figure 1.4 The Value of Worldwide Leveraged Buyouts, 1980–2014. Source: Thomson Financial Securities Data, February 19, 2015.

      LBOs utilize a significant amount of debt along with an equity investment. Often this equity investment comes from investment pools created by private equity firms. These firms solicit investments from institutional investors. The monies are used to acquire equity positions in various companies. Sometimes these private equity buyers acquire entire companies, while in other instances they take equity positions in companies. The private equity business grew significantly between 2003 and 2007; however, when the global economy entered a recession in 2008 the business slowed markedly. Private equity activity declined then and buyers did fewer and smaller-sized deals. This business steadily rebounded during the years 2013–2014. We will discuss this further in Chapter 9.

      Corporate Restructuring

      The term corporate restructuring usually refers to asset sell-offs, such as divestitures. Companies that have acquired other firms or have developed other divisions through activities such as product extensions may decide that these divisions no longer fit into the company's plans. The desire to sell parts of a company may come from poor performance of a division, financial exigency, or a change in the strategic orientation of the company. For example, the company may decide to refocus on its core business and sell off noncore subsidiaries. This type of activity increased after the end of the third merger wave as many companies that engaged in diverse acquisition campaigns to build conglomerates began to question the advisability of these combinations. There are several forms of corporate sell-offs, with divestitures being only one kind. Spin and equity carve-outs are other ways that sell-offs can be accomplished. The relative benefits of each of these alternative means of selling off part of a company are discussed in Chapter 11.

      Merger Negotiations

      Most M&As are negotiated in a friendly environment. For buyer-initiated takeovers the process usually begins when the management of one firm contacts the target company's management, often through the investment bankers of each company. For seller-initiated deals the seller may hire an investment banker, who will contact prospective bidders. If the potential bidders sign a confidentiality agreement and agree to not make an unsolicited bid, they may receive nonpublic information. The seller and its investment banker may conduct an auction or may choose to negotiate with just one bidder to reach an agreeable price. Auctions can be constructed more formally, with specific bidding rules established by the seller, or they can be less formal.

      The management of both the buyer and seller keep their respective boards of directors up to date on the progress of the negotiations because mergers usually require the boards' approval. Sometimes this process works smoothly and leads to a quick merger agreement. A good example of this was the 2009 $68 billion acquisition of Wyeth Corp. by Pfizer. In spite of the size of this deal, there was a quick meeting of the minds by management of these two firms and a friendly