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Title: CFA Level 2 - Corporate Finance
Description: I create this summary of knowledge related to CFA level 2 for my 2018 June exam. I got into the top 10% with this. Hope this can help you. Please note that this does not guarantee for your pass, which requires dedication, hardwork and consistency. In case having trouble with any part, please refer to CFA notebook/Schwesser. I also understand that there were several changes in curriculum since then. At this moment, I did not update the note accordingly. Please be aware of that.

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Concepts

Description

Capital budgeting process

Capital Budgeting
Process of identifying and evaluating capital projects (projects where CF to firm will be received over a period longer than a year)

Categories of capital budgeting
projects

1
...
Replacement projects for cost reduction :
- Whether obsolete usable equipment should be replaced
- Fairly detailed analysis is required
3
...
New product / market development :
- Complex decision-making process, with detailed analysis, due to high level of uncertainty
5
...
agency / insurance company
- involve safety-related / envi concerns
- generate minimum revenue, but accompany new revenue-generating projects undertaken by the company
6
...
Decision based in CF, not accounting income
- Sunk cost : not include
- Exernalities (effect of the project acceptance on firm's other CF) : include
2
...
Timing of CF is important
4
...
Financing cost are reflected in project's required rate of return
1
...
After-tax operating CF : Incremental CF over capital asset' economic life
CF = (S - C - D) Γ— (1 - T) +D = (S - C) Γ— (1 - T) + T Γ— D
S = Sales
C = Cash operating costs
D = Depreciation expense
T = Marginal tax rate
(*) Depreciation : non-cash operating expense, but reduce the taxes paid by firm
3
...
Initial outlay : reflect the sale of old asset

πΌπ‘›π‘–π‘‘π‘–π‘Žπ‘™ π‘œπ‘’π‘‘π‘™π‘Žπ‘¦ = 𝐹𝐢𝐼𝑛𝑣 + π‘π‘ŠπΆπΌπ‘›π‘£ βˆ’ π‘†π‘Žπ‘™ + 𝑇 Γ— (π‘†π‘Žπ‘™ βˆ’ 𝐡 )
2
...
Terminal year after-tax non-operating CF (TNOCF)

𝑇𝑁𝑂𝐢𝐹 = π‘†π‘Žπ‘™

βˆ’ π‘†π‘Žπ‘™

+ π‘π‘ŠπΆπΌπ‘›π‘£ βˆ’ 𝑇 Γ— [ π‘†π‘Žπ‘™

βˆ’π΅

βˆ’ π‘†π‘Žπ‘™

βˆ’π΅

]

Effect of inflation on capital
budgeting analysis

1
...
Changes in inflation affect project profitability : Inflation higher than expected β†’ ↓ future CF β†’ ↓ project's value
3
...
Inflation decrease the payment value to bondholders
5
...
Least common multiple of lives approach
2
...
Choose combina on of projects it can afford to have the greatest
total NPV
Hard capital rationing : fund alocated to managers cannot be increased
Soft capital rationing : allow to ncrease allocated capital budget if can justify that additional funds will create shareholder value

Sensitivity analysis

Sensitivity analysis : changing an independent input variables to see the change in dependent variable
- Start with base case scenario
- Change 1 variable by a fixed % point above and below the base case
- Noting the effect of this change on the project NPV

Scenario analysis

Scenario analysis : risk analysis technique, that consider both the sensitivity of key output variable (NPV) to changes in key input variables
- Allow for changes in multiple input variables at once
- Create Worst case, Best case and Base case

Simulation analysis (Monte Carlo
simlation)

Calculate discount rate based on
market risk method

Probability distribution of project NPV outcomes, rather than just a limited number of outcomes
- Step 1 : Assume specific probability distribution for each variable input
- Step 2 : Simulate a random draw from the assumed distribution of each input variable
- Step 3 : For each et of inputs from Step 2, calcuate NPV
- Step 4 : Repeat Step 2 and 3 for 10,000 times
- Step 5 : Calculate mean standard deviation and correlation of NPV with each input variable
- Step 6 : Create probability distribution of NPV from 10,000 outcomes

𝑅

=𝑅 +𝛽

Γ— (𝑅 βˆ’ 𝑅 )

(*) Use project-specific discount rate, rather than overall company rate
Real option

Real option : option to the right, but not the obligation, to make future decisions that change the value of capital budgeting decision made today
- Offer flexibility β†’ improve project's NPV
1
...
Abandonmen option : PV of incremental CF from exiting > PV of incremental CF from continuing β†’ able to abandon the project
3
...
Flexibility option : Choices regarding the operating of the project, including :
- Price setting option : abe to change price of a product
- Production flexibility option : paying OT / using different input materials / producing different variety of products
5
...
g
...
E
...
: Low barrier entry β†’ new conpe tors β†’ lower profitability
- Misusing standardised templates
...
Shoud include only the incremental overhead costs related to management tim and IT support, which is difficult to quantify
- Using incorrect discount rate
- Politics involved with spending th entire capital budget β†’ to ask for more budget next year
- Failure to generate alternative investment ideas
- Improper handling of sunk and opportunities costs

Economic income

Economic income = CF + (Ending MV - Beginning MV)
In which :
MV = discounted future CF
(*) Economic income rate = Economic income / Beginning MV = project's WACC

Accounting income

Accounting income : reported net income result from an investment in a project
Accounting income = (EBIT - Interest expense) Γ— T - After-tax salvage value
In which :
Interest expense = % debt finance Γ— Beginning MV Γ— pretax cost of debt

Reasons for differ between
accounting income and economic
income

Accounting income

Economic income

1
...
Interest expense

- Deduct from accounting income

- ignore when calculating economic income (already reflect in WACC)

Economic profit

Economic priofit : Measure of profit in excess of the dollar cost of capital invested in a project
Economic profit = NOPAC - $WACC
NOPAT = Net operating profit after tax = EBIT Γ— (1 - T)
$WACC = WACC Γ— Capital
Capital = $ amount of investment (FCInv)
Economic profit focuses on returns to all suppliers of capital (both debt and equity)
NPV of Economic profit = Market value added (MVA)
MVA + Capital = Company value = Project's NPV

Residual income

Residual income : focuses on ROE
𝑅𝐼 = 𝑁𝐼 βˆ’ π‘˜ Γ— 𝐡
In which:
𝑅𝐼 = π‘Ÿπ‘’π‘ π‘–π‘‘π‘’π‘Žπ‘™ π‘–π‘›π‘π‘œπ‘šπ‘’ 𝑖𝑛 π‘π‘’π‘Ÿπ‘–π‘œπ‘‘ 𝑑
𝑁𝐼 = 𝑛𝑒𝑑 π‘–π‘›π‘π‘œπ‘šπ‘’ 𝑖𝑛 π‘π‘’π‘Ÿπ‘–π‘œπ‘‘ 𝑑
π‘˜ = π‘Ÿπ‘’π‘žπ‘’π‘–π‘Ÿπ‘’π‘‘ π‘Ÿπ‘Žπ‘‘π‘’ π‘œπ‘“ π‘Ÿπ‘’π‘‘π‘’π‘Ÿπ‘› π‘œπ‘› π‘’π‘žπ‘’π‘–π‘‘π‘¦
𝐡
= 𝑂𝑝𝑒𝑛𝑛𝑖𝑛𝑔 π‘π‘œπ‘œπ‘˜ π‘£π‘Žπ‘™π‘’π‘’ π‘œπ‘“ π‘’π‘žπ‘’π‘–π‘‘π‘¦
RI + equity investment + value of debt = company value = project's NPV

Claim valuation approach

Value of company = PV of CF to debtholders + PV of CF to equityholders
In which :
CF to debtholders = interest + principal payments (discounted at cost of debt)
CF to equityholders = dividends + share repurchases = Net income + Depreciation - Principal payments to debtholders (discount at cost of equity)

Concepts
Modigliani Miller Proposition I (No
Taxes)

Description
Capital structure
Modigliani Miller : Value of firm is unaffected by its capital structure
Assumptions :
- Perfectly competitive capital markets : no transaction cost, taxes, or bankruptcy costs
- Investors have same expectations with respect to CF generated by the firm
- Riskless borrowing and lending : Investors could lend / borrow @ risk free rate
- No agency costs : no conflict of interest between managers and shareholders
- Investment decisions are unaffected by financing decisions : operating income is independent of how assets are financed

𝑉 =𝑉
In which :
𝑉 = π‘‰π‘Žπ‘™π‘’π‘’ π‘œπ‘“ π‘™π‘’π‘£π‘’π‘Ÿπ‘’π‘‘ π‘“π‘–π‘Ÿπ‘š
𝑉 = π‘‰π‘Žπ‘™π‘’π‘’ π‘œπ‘“ π‘’π‘›π‘™π‘’π‘£π‘’π‘Ÿπ‘’π‘‘ π‘“π‘–π‘Ÿπ‘š
Modigliani Miller Proposition II (No Modigliani Miller : Cost of equity increases linear with the increase in % of debt financing β†’ benefit of ↑ debt (as a cheaper source of financing) is offset with ↑ in cost of equity β†’ no
Taxes)
change in WACC β†’ no effect on overal firm's value
Debtholders have the priority to claim on income and assets β†’ Cost of debt < Cost of equity
↑ % debt β†’ ↑ risk to equityholders β†’ ↑ cost of equity
Assumptions :
- Perfectly competitive capital markets : no transaction cost, taxes, or bankruptcy costs
- Investors have same expectations with respect to CF generated by the firm

π‘Ÿ =π‘Ÿ +

Modigliani Miller Proposition I
(With Taxes)

𝐷
Γ— π‘Ÿ βˆ’π‘Ÿ
𝐸

In which:
π‘Ÿ = π‘π‘œπ‘ π‘‘ π‘œπ‘“ π‘’π‘žπ‘’π‘–π‘‘π‘¦
π‘Ÿ = π‘π‘œπ‘ π‘‘ π‘œπ‘“ π‘’π‘žπ‘’π‘–π‘‘π‘¦ π‘Žπ‘ π‘ π‘’π‘šπ‘’ π‘›π‘œ π‘™π‘’π‘£π‘’π‘Ÿπ‘Žπ‘”π‘’
π‘Ÿ = π‘π‘œπ‘ π‘‘ π‘œπ‘“ 𝑑𝑒𝑏𝑑
Modigliani Miller : Debt provide tax shield β†’ tax shield add value to firm β†’ value of levered firm = value of unlevered firm + tax shield β†’ Op mal capital structure : 100% debt
𝑉 =𝑉 +𝑑×𝑑

Modigliani Miller Proposition II
(With Taxes)

Modigliani Miller : WACC is minimised @ 100% debt
𝐷
π‘Ÿ =π‘Ÿ + Γ— π‘Ÿ βˆ’π‘Ÿ Γ— 1βˆ’π‘‘
𝐸

Costs and effect on capital
structure

1
...
Agency costs of equity :
- Monitoring costs : costs of supervising management , incude expenses to make report to shareholders and paying the BOD
- Bonding costs : assumed by management to assure shareholder that the managers are working in the shareholders' best interest (e
...
: premiums for insurance to guarantee performance
; implicit costs for non-compete agreements)
- Residual losses : Other costs
(*) Use of debt force managers to be desciplined on how to spend cash, because they have less free cash to spend
3
...
Order from most favored to least favored :
+ Internal generated equity (RE)
+ Debt
+ External equity (issue share)

Static Trade-off Theory

Static trade-off theory : balance the tax shield benefits and value-reducing cost of financial distress from using debt β†’ op mal capital structure

𝑉 = 𝑉 + 𝑑 Γ— 𝑑 βˆ’ 𝑃𝑉 π‘π‘œπ‘ π‘‘π‘  π‘œπ‘“ π‘“π‘–π‘›π‘Žπ‘›π‘π‘–π‘Žπ‘™ π‘‘π‘–π‘ π‘‘π‘Ÿπ‘’π‘ π‘ 
- Using debt β†’ tax benefits
- Using debt β†’ increase cost of financial distress
Target capital structure

Target capital structure : structure that firm uses overtime when making decisions on how to raise capital
- Maximise profit : Target capital structure = Optimal capital structure
- Reason for fluctuation of actual capital structure around target capital structure:
+ To exploit opportunities in a specific financing source (e
...
: temporary rise in stock price β†’ opportunity to issue addi onal equity β†’ ↑ % of equity
+ MV fluctuation of stock and bond market

Debt rating

Debt rating : reflect the creditworthiness of a company's debt
...
g
...
Total debt
- Japan, Italy, France : more total debt
- US, UK : less total debt
2
...
Emerging market differences
- Developed countries : more total debt, longer maturity debt
- Emerging markets : less total debt, shorter maturity debt

Factors for the differences in use of Factors
financial leverage
1
...
Financial markets and banking system factors
- Larger capital markets, with more liquidity
- More reliant o banking system than corporate bond market as source of corporate borrowing
- More institutional investors
3
...
Regular cash dividend :
- Stable / increasing dividends β†’ sign of consistent / growing profitability
- Dividend reinvestment plan : reinvest cash dividend by purchasing additional share (newly issued or in the open market)
2
...
Liquidating dividend :
- When :
+ a part / whole firm is sold
+ dividends in excess of Retained earnings are paid
- Consider as a return of capital
4
...
Stock split
1
...
Bird-in-hand (dividend preference theory) :
- ↑ dividend payout ra o β†’ ↓required rate of return on equity capital
- Due to : future capital gains from reinvesting RE is less certain than current received dividend payments
3
...
Dividend initiation :
increases, decreases, and omissions - Positive signal : optimist about its future
- Negative signal : lack of profitable reinvestmnt opportunities
2
...

3
...
Clientele effects : different groups of investors (individuals, institutions, corporations) β†’ different dividend preference
...

+ Stock price when go ex-dividend :

βˆ†π‘ƒ =

𝐷× 1βˆ’π‘‡
1βˆ’π‘‡

- Requirements of institutional investors : institutional investors only invest in companies that pay dividend / have dividend yield above a target threshold
- Individuals investor preferences
2
...
Investment opportunities
- availability of + NPV investment opportunities
- Speed required for reaction
2
...
Financial flexibility : Desire to maintain financial flexibility β†’ stock repurchase instead of dividends
4
...

5
...
Contractual and legal restrictions : Firm may be restricted from paying dividend by legal requirement / restrictions caused by cash need, include
- Impairment of capital rule : dividends paid cannot > RE
- Debt covenants

Effective tax rate under :
- Double taxation system
- Split rate tax system
- Dividend imputation tax system

1
...
Split rate tax system : Tax rate for distributed earning < Tax rate for retained earning
...
Imputation tax system : Effective tax rate = shareholder's tax rate

Compare :
- Stable Dividend policy
- Constant Dividend payout ratio
policy
- Residual dividend model

1
...
Constant dividend payout ratio policy: Pay dividend as a % of eanrings each year β†’ dividend will vary directly with earning
3
...
Open market transactions : buy back shares in open market @ most favourable terms
2
...
Dutch auction : tender offer with a range of prices
- Identify the minimum clearing price for desired numbmer of shares need to be repurchased
- Bids are accepted from lowest price until the desired quantity is filled
- Accept the price of the last offer as the price paid to all shareholders
4
...
Potential tax advantages when Capital gain tax < Dividend tax
2
...
Add flexibility, since it is not a LT commitment
4
...
Increase financial leverage (change company's capital structure)
1
...
In developed markets, % companies paying cash dividends ↓ over the long run
3
...
E
...
:
Dividend payout ratio = Dividends Γ· NI
Dividend coverage ratio = NI Γ· Dividends
(*) Compare :
- Should compare with industry / market average
- Higher than normal dividend payout ratio β†’ higher probability of dividend cut
- Stable / Increasing dividend β†’ favourable ; Cut dividend in the past β†’ unfavourable
FCFE = CFO - FCInv + Net borrowing
FCFE coverage ratio = FCFE / (dividends + share repurchase)
FCFE coverage ratio significantly <1 : unsuitable

Concepts
Key stakeholders groups

Description
Corporate Performance, Governance and Business Ethics
Stakeholders : Internal / External groups with an interest / claim in a company
...
Identify relevant stakeholders
2
...
Identify the demands of each group on the company
4
...
Identify strategic challenges these conflicting demands pose

Principal - Agent relationship

Principal - Agent relationship :
- Arise when one group delegates decision making / control to another group
- Due to the asymmetric information advantage of the agent over the principal
- Principal - Agent problem arises when the agent uses the information asymmetric advantage for their own interest, at the cost of the interest of the principal
Corporate geovernance procedures to control Principal - Agent relaionship:
- Guide the behaviour of agents by setting goals and principles of behaviour
- Reduce information asymmetric
- Remove agents who misbehave and violate ethical principles
Common examples of unethical behaviour :
- Self dealing : misappropriate corporate assets for personal use
- Information manipulation : misleading information / hiding risk
- Anticompetitie behaviour
- Opportnistic exploitation of suppliers / distributors in violation of negotiated terms when they do not have the power to resist
- Substandard working conditions
- Environmental degradation
- Corruption (bribery)

Roots of unethical behaviours

1
...
Failure to realise issue that may lead to ethics violations
3
...
Flawed business cuture, where top management set unrealistic goals leads to ethics violations
5
...
Friedman doctrine : the only social responsibility of business is to make profit "within the rules of the game", thru "open and fair competition without deception or fraud"
- Critic: when law, regulation, rules are poorly defined, ethical behaviour entails more than making profits
2
...
Kantian ethics : People are more than just an economic input, and deserve dignity and respect
4
...
Pursuit of the utilitarianism's greatest good should not violate these rights
...
Justice theories : focus on a fair distribution of economic output
...
Turn this process into yes/no questions
- Does this decision meet the code of ethics an standards?
- Am I willing to have this decision widely reported to stakeholders and the press?
- Would others whose opinion I value and respect approve this decision?
Step 5 : Appoint ethics officers who articulate, propose, train, monitor and revise a code and behaviour
Step 6 : Establish strong corporate governance procedures, include :
- Majority of BOD are idependent, outside, knowledgeabe members, with high integrity
- Chairman and CEO are separate
...

Major business forms and
associated conflicts of interest

Business form

Characteristics

Potential conflict of interest

1
...
Partnerships

- 2 or more owners / managers
- No distinction between the business and the owners β†’ unlimited liability shared among partners
- Can pool knowledge and capital, share business risks

Typically involve creditors and suppliers
Potential conflict between partners are
solved in the partnership agreement
Between Management and shareholders

3
...
Shareholders want managers to make decisions that maximise shareholders wealth, but
managers may make decision that maximise their own wealth
...
g
...
Attent extraordinary meeting when necessary
- Ensure BOD members are adequately trained
- Composition of BOD, whether directors are independent / dependent
...
Should have industry, strategic planning, risk management knowledge ; not serve on more than 2-3 BODs
; show commitment to investors interest, ethical management and investing principles
- How the board is elected : election annually (force directod to make more careful decisions, more attentive to shareholders) or staggered election
- Board self-assessment practices: should be performed at least annually, focus on member participation, committee activities, future needs of the board
- Frequency of separate meeting for independent directors : at least annually, without management attendance, to openly discuss about policies, management, compensation, without
concern about management influence
- Audit comittee and audit oversight : only independent directors, with expertise in financial / accounting, has full access to the management, has cooperation of the management, and meet
with the auditors at least annually
- Nominating committee : only independent directors
- Compensation committee and the compensation awarded to management : focus on LT ; not excessive
...

- Use of independent / expert legal counsel : use independent , outside counsel whenever legal counsel is required
...
Legislative and Regulatory risk : risk that new laws / regulations will negatively impact firm's probability or business model
(ESG) risk exposure
2
...
Reputational risk
4
...
Financial risk : risk that ESG risk factors will result monetary cost to the firm / shareholders
Valuation of corporate governance Effective corporate governance system : Higher profitability, and higher returns for shareholders
Ineffective corporate governance system - risk :
- Financial disclosure risk : info/disclosures are incomplete, misleading or materially mistated
- Asset risk : Management may use company assets inappropriately
- Liability risk : Management may enter into off-BS obligations β†’ reduce value of shareholders' share
- Strategic policy risk : Management may enter transactions not in the best interest of shareholders, but provide benefis for management

Concepts
Forms of integrations

Description
Mergers and Acquisitions
1
...
Target ceases to exist as a separate entity
2
...
Consolidation : both companies cease to exist, come together as a completely new company

Types of mergers

1
...
Vertical merger : acquirer seeks to move up / down the supply chain
- Forward integration : acquirer move toward ultimate customers
- Backward integration : acquirer move toward raw materials
3
...
Few, if any synergies

M&A motivations

1
...
Achieve more rapid growth : common in mature industries
3
...
Gaining access to unique capabilities, e
...
: R&D, intellectual capital
5
...
Bootstrapping EPS
7
...
Tax benefits : use target's accumulated losses to lower tax liability
9
...
Achieve international business goals :
- Taking advantages of market inefficiencies : acquire manufacturing plant in country with cheap labour costs
- Working arounf disadvanageous government policies : overcome barrier to free trade (tariffs, quotas)
- Use technology in new market : access to markets where technology can be marketed
- Product differentiation
- Provide support to existing multinational clients

Bootsrapping EPS

- High P/E firm acquire Low P/E firm in a stock transaction
- Exchanging higher-price shares to lower-price shares at ratio less than 1-for-1

πΈπ‘Žπ‘Ÿπ‘›π‘–π‘›π‘”π‘  + πΈπ‘Žπ‘Ÿπ‘›π‘–π‘›π‘”π‘ 
π‘ƒπ‘œπ‘ π‘‘ π‘šπ‘’π‘Ÿπ‘”π‘’π‘Ÿ π‘ β„Žπ‘Žπ‘Ÿπ‘’ π‘œπ‘’π‘‘π‘ π‘‘π‘Žπ‘›π‘‘π‘–π‘›π‘”
πΈπ‘Žπ‘Ÿπ‘›π‘–π‘›π‘”π‘  + πΈπ‘Žπ‘Ÿπ‘›π‘›π‘”π‘ 
πΈπ‘Žπ‘›π‘–π‘›π‘”π‘ 
πΈπ‘Žπ‘Ÿπ‘›π‘–π‘›π‘”π‘ 
=
<
+
π‘†β„Žπ‘Žπ‘Ÿπ‘’ π‘œπ‘’π‘‘π‘ π‘‘π‘Žπ‘›π‘‘π‘–π‘›π‘” + π‘†β„Žπ‘Žπ‘Ÿπ‘’ π‘œπ‘’π‘‘π‘ π‘‘π‘Žπ‘›π‘‘π‘–π‘›π‘” Γ— 𝐸π‘₯π‘β„Žπ‘Žπ‘›π‘”π‘–π‘›π‘” π‘Ÿπ‘Žπ‘‘π‘–π‘œ π‘†β„Žπ‘Žπ‘Ÿπ‘’ π‘œπ‘’π‘‘π‘ π‘‘π‘Žπ‘›π‘‘π‘–π‘›π‘”
π‘†β„Žπ‘Žπ‘Ÿπ‘’ π‘œπ‘’π‘‘π‘ π‘‘π‘Žπ‘›π‘–π‘›π‘”
π‘ƒπ‘œπ‘ π‘‘ π‘šπ‘’π‘Ÿπ‘”π‘’π‘Ÿ 𝐸𝑃𝑆 =

Relationship between industry life Industry Life Cycle Stage
cycle, merger motivation, and types
of merger
1
...
Rapid growth

- High profit margins
- Accelerating sales and earnings
- Competition is still low

- Gain access to capital
- Expand capacity to growth

- Conglomerate
- Horizontal

3
...
Stabilization

- Competition reduce growth potential
- Capacity constraints

- Economies of scale / Reduce costs
- Improve management

- Horizontal

5
...
Definition : acquirer give target's shareholders cash / securities in exchange for shares of
target's stock

1
...
Payment : directly to target's shareholder

2
...
Approval : At least majority vote

3
...
Tax : shareholders pay capital gain tax
...
Tax : Target company pays capital gain tax
...
Liabilities : Acquirer assumes all target's liabilities

5
...
Securities offering : target's shareholders receive chases of acquirer's stock in exchange for their shares in target company, based on an exchange ratio
2
...
Friendly merger offers
- Step 1 : Acquirer directly approach target's management to negotiate the payment method and terms of transactions
- Step 2 : Both side perform due diligence on the other party
...
Target wants to make sure the payment capacity of acquirer
- Step 3 : Attorneys drafts a definitive merger agreement
- Step 4 : Announce to the public, and encourage target shareholders to vote for the deal
- Step 5 : Once the deal is approve β†’ payment and close the deal
2
...
Each shareholder either accept or reject the offer
+ Proxy battle : Seeks control over the targer by having shareholders' approve for a new "acquirer approved" BOD β†’ repalce target's management with new BOD β†’ merger offer
become friendly

Takeover defense mechanism
Pre-offer defense mechanism

1
...
Poison put : give the bondholders the option to demand immedialte repayment of their bonds in case of hostile takeover
3
...
Staggered board : split BOD into 3 equal-sized groups, each group is elected in 3-year term β†’ bidder could win at most 1/3 board seats β†’ take at least 2 years to control the board
5
...
Supermajority voting provision for mergers : require supermajority (over 75% or 85%) of vote for a merger
7
...
Golden parachutes : compensation between target and its senior to pay a large amount of cash payout if they leave the target after a merger

Takeover defense mechanism
Post-offer defense mechanism

1
...
Litigation : lawsuit against the acquirer on anti-trust ground / violation of securities law β†’ expensive and me-consuming legal effort to fight
3
...
Share repurchase : Target submit a tender offer to repurchase its own shares β†’ force acquirer to raise its bid β†’ increase the use of leverage in target's capital structure β†’ target less
attractive
5
...
Crown jewel defense : sell the subsidiary / major asset to other 3rd party
7
...
White knight defense : seek a 3rd party with good strategic fit with the target that could offer a higher price than the hostile acquirer β†’ bidding war
9
...
Takeover price
must be determined separately
- Hard to take into account the effect of synergy or
change in capital structure
- Historical data used to estimate takeover premium may
not be timely β†’ not reflect current condi on in M&A
market

- Assume value of past transactions is accurate
...
Stock payment

1
...
Stock offer : Profit of target's shareholders is determined by value combined firm's stock

𝑃 = 𝑁 Γ— 𝑃𝑃𝑆

Post merger studies

In which :
𝑃 = π‘ƒπ‘Ÿπ‘–π‘π‘’ π‘π‘Žπ‘–π‘‘ π‘‘π‘œ π‘‡π‘Žπ‘Ÿπ‘”π‘’π‘‘
𝑁 = π‘›π‘’π‘šπ‘π‘’π‘Ÿ π‘œπ‘“ 𝑛𝑒𝑀 π‘ β„Žπ‘Žπ‘Ÿπ‘’π‘‘ π‘‘β„Žπ‘’ π‘‘π‘Žπ‘Ÿπ‘”π‘’π‘‘ π‘Ÿπ‘’π‘π‘’π‘–π‘£π‘’π‘ 
𝑃𝑃𝑆
= π‘ƒπ‘œπ‘ π‘‘ π‘π‘’π‘Ÿπ‘”π‘’π‘Ÿ π‘π‘Ÿπ‘–π‘π‘’ π‘π‘’π‘Ÿ π‘ β„Žπ‘Žπ‘Ÿπ‘’ π‘œπ‘“ π‘π‘œπ‘šπ‘π‘–π‘›π‘’π‘‘ π‘“π‘–π‘Ÿπ‘š
1
...
Longer term performance studies :
- Acquirer ted to underperform their peers
- Avg
...
Strong buyer : Acquirer shows strong performance (i
...
: earnings ; stock price growth) in the prior 3 years
that create value
2
...
Few bidders β†’ Greater acquirer's future returns
4
...
Divestitures : A company selling / liquidating / spinning off a division or subsidiary, mostly to outside buyer
2
...

3
...
Split-offs : Allow shareholders to receive a new shares of a division of the Parent, in exchange for a portion of their shares in the parent company
5
...
Mostly associated with bankcruptcy

Common reasons for restructuring 1
...
Lack of profitability : Division's return < Firm's cost of capital
- Reason 1 : management made a bad decision to enter the division at the first place
- Reason 2 : Division's profitability declines over time due to rising costs / or change in customers' preference
3
...
Infusion of cash : Parent company experiences financing difficulty β†’ selling a division to raise cash and reduce debt


Title: CFA Level 2 - Corporate Finance
Description: I create this summary of knowledge related to CFA level 2 for my 2018 June exam. I got into the top 10% with this. Hope this can help you. Please note that this does not guarantee for your pass, which requires dedication, hardwork and consistency. In case having trouble with any part, please refer to CFA notebook/Schwesser. I also understand that there were several changes in curriculum since then. At this moment, I did not update the note accordingly. Please be aware of that.