Roles Of Investment Banks In Mergers And Acquisitions Finance Essay

Roles Of Investment Banks In Mergers And Acquisitions Finance Essay BACKGROUND: Â  Mergers and Acquisitions which can also be abbreviated as MA, relates to the corporate strategy, company finance and management of buying, selling and combining of different firms which can assist, finance or help a developing company in a particular sector develop more without generating a need to create different business entity. The history of MA has evolved in five stages. The process of MA is triggered by the economic factors such as growth in GDP, interest rates and monetary policies which brings the companies and organizations to emerge in the transactions of MAs. The first stage is known as the first mergers wave which was commenced from 1897 to 1904. During this phase merger occurred between the companies who are in the line of productions of heavy manufacturing products like railroads, electricity, etc. All the mergers that happened during these phase are of horizontal type. The companies and organizations that are merged had enjoyed monopoly in the market because of their same kind of manufacturing business of heavy machineries and industrial goods. At the end of the first merger wave those companies that are involved in mergers and acquisitions have tasted bitter failures because of non achievement of desired efficiency. These failures were highly fuelled by the economic slowdown and stock market crash in 1903 and 1904 respectively. Those companies were further more retaliated by the legal frameworks, which are even not in their favour. The Supreme Court had passed a mandate stating the possibility of halting of the anticompetitive companies using the Sherman Act an act which was passed in 1890 by the US government against the combination of companies who creates the potential harm to the competitive markets by their cartels and monopolies. (William L. Letwin, Congress and the Sherman Antitrust Law: 1887-1890, 23 U.Chi.L.Rev 221 (1956)) The second wave merger took place from 1916 to1929. During this period the mergers between oligopolies had taken place rather than monopolies. The economic boom after the World War I had given rise to these mergers. The technological advancement in railroads and transportations by motor vehicles had given a proper infrastructure to these mergers and acquisitions. The government encouraged the companies to work united and the policy was implemented in 1920s. The second mergers wave was mainly a horizontal or conglomerate type. Mergers happened during this phase were mainly between the companies producing petroleum, food products, metals, transportation equipments and chemicals. Investment banks had a vital role in facilitating mergers and acquisitions during this phase. The end of second wave mergers happened due to sudden crash in stock market in 1929. The tax relief provided by the government helped mergers to start again in 1940s. The third wave merger took place between 1965 and 1969 which was of conglomerate in nature. These mergers were inspired by the high interest rates, rise in stock markets and strict antitrust policies. The interesting fact about these mergers is, the bidder firms were smaller in size than the target firms. These mergers were financed from equities and investment banks have no more vital roles in those mergers. The third wave mergers ended by the plan of the Attorney General to split the conglomerates in 1968 and also due to a poor performance by the conglomerates. The fourth wave mergers took place between 1981 and 1989 which was a kind of acquisitions. These mergers were not big in size as compared to those in third wave mergers. Mergers were happened between the oil and gas companies, airline and banking companies and pharmaceuticals. This wave ended due to anti takeover laws, financial reforms and Gulf war. The fifth wave mergers took place between 1992 and 2000. During this period mergers were inspired by globalization and rise in stock market. Mergers were financed by the equity and not by the debt. The motives of mergers have changed from short term to long term profits. This merger wave ended with the burst of stock market bubble. To sum up, the process of mergers and acquisitions is coming from all the way long and has passed through lots of economic and geographic barriers. It is being developed by the various economic factors. Many other factors have contributed in its growth and as long as these economic units of production exist, MA will continue to spread and develop. As this paper is all about the financing of MAs, firstly, we must know about the ways in which the transactions of MAs are financed. You can finance an acquisition by borrowing money based on assets you own yourself or you can borrow money based on the business value and assets of the company you wish to purchase. Mergers are also frequently financed by stock swaps or by issuing new stock in your company to use as payment to the target companys shareholders.( http://www.ehow.com/how_2119515_finance-buyout-merger.html) If a company takes on debt to make an acquisition and the deal goes sour, it runs into financial trouble and the executives are replaced. But if an equity-backed deal goes wrong, the stock price simply underperforms and nobody can be sure why. One thing is certain unwise acquisitions abound in this market. Michael H. Lubaktin and Peter J. Lane Acquisitions can be financed by cash purchase, an exchange of stocks of shares or a combination of both cash and shares. However, from all these stated mediums, cash is considered as a most preferred mode of financing. It has started taking pace during 1970s, when the percentage of takeovers grew from 20% in 1960s to over 50% during 1970s. (D. A. Blackmon, 1997. WorldComs massive bid shakes up little town. Wall Street Journal, October 13: Bl, B9; P. Elstrom, C. Yang, and S. Jackson, 1997. WorldCom + MCI: How it all adds up. Business Week, November 4: 44.) Whenever a company decides it wants to merge or acquire another firm, they use the services provided by the professionals outside the company. It may include the Investment banks, accountants and valuation experts. There is variety of services provided by the Investment banks like helping to select the target, target valuation, advising on strategy and raising the required finance to complete the transaction. We have seen the origin of Mergers and Acquisitions and even various ways of financing it. But in this paper we are going to talk more about the role of Investment banks in the entire procedure of MA. So, before we move on further, lets just see how these Investment banks came into existence. We will see their origin, a bit of services they offer and finally their extreme importance in the transaction of mergers and acquisitions. In the true sense, Investment Banking is investing in the securities of the issuing companies, i.e. buying their shares and then to resale them to the general public. (Fleuriet, Michel, 2008, p.1). Investment banking is originated in 1792 outside the Wall Street and under a Buttonwood tree. This is the only known origin of investment bank by number of investment bankers. However, there is no exact report of truth of its origin. Anyways as nobody knows where Investment banking came from; let alone what it actually is. There are various other services apart from reselling the securities that investment banks provide. But it is believed that most of them are much older than the Investment banks themselves. Lets begin with the financial products the Investment banks offer. Investment banks deal with the underwriting and trading government bonds. They trade in international bond syndications. They develop new instruments of structured finance; one of them is mortgage-based securities. The major functions of Investment banks are: Raising Capital Trading Securities Advising on Corporate Mergers and Acquisitions. In general terms Investment banks act as intermediaries between the sellers and the buyers of securities. Moreover, they do more than just that. The scope of investment banking include all major capital market activities such as underwriting, private placement, MA, venture capital, market making, proprietary trading, financial engineering, clearing and settlement, and financing and money management. K.T. Liaw, The Business of Investment Banking (New York: Wiley, 1999). Apart from the rest of the duties of Investment banks, we are going to see more about its duties towards advisory on deals of Mergers and Acquisitions. Investment banks are nowadays having become more focused on taking the deals of MAs which are of logically planned to think deeply and apply thoughtful logic in the whole merger transaction. If an Investment bank is on the buy side of the transaction, it will spend lot of time to analyze the situation, strategic setting of the acquirer and of the target. It will help them to identify potential strategic aims for the transaction. AIMS and OBJECTIVES: The main aim of this paper is getting a legitimate understanding of the entire process of MA as well as an extreme vital role of Investment banks in the entire process of MAs. Moreover, by doing this research work, I would try to find out various strategies and methods that the Investment banks use according to the companys situations. Furthermore, I would also try to find out the ways the Investment banks use their arbitragers in taking higher risks to get the maximum amount of profit out of the entire merger transactions. There are several other objectives and questions that are needed to be answered that I would try to find and present my best possible outcome of the research in this paper. In recent trend, the transaction of mergers and acquisition requires a strategic plan to create a successful merger. There are several ways that the companies involved are applying nowadays. Firstly, the acquirer company makes a tender offer which means, it makes a takeover bid in public like an open offer or an invitation to all the shareholders of the target company. It offers the stock for sale at a specific price during a stipulated time period. That offer may be for a minimum or maximum number of shares. And in this case the acquirer firm directly contact the shareholders through the medium of newspaper advertisements and the directors of the target firm may not have endorsed the proposal of the tender offer. The price which the acquirer firm offers to the target firms shareholders usually have included premium over the current market price of the target companys shares. Acquirer firm does so to induce the shareholders to sell their maximum number of shares to them. There is an extreme importance to study both the perspectives of the entire process of MA. It means the process consists of both the buyers perspective and the sellers perspective. Here, we are going to study these perspectives and try to conclude the outcomes of the entire research. First of all we will see the transaction from the buyers point of view. How a buyer of the firm gathers all required materials, assemble the team, recruit the internal team to go on for further details, getting things done by the outside teams, etc. Secondly, we will go for the sellers perspective of the deal. What made the seller to sell his business, preparations made to close the bid, keeping in mind the needs of prospective buyer, gathering the decisions of the sellers entire team, preparing financial terms, taking help from the outsiders, etc. Moreover, we will also focus on the importance of the advisory teams which plays a vital role in closing the deals. They may be accountants, attorneys, investment banks or other financial institutions. As this paper is made to get insight on workings of the Investment banks as an advisor to both the parties in the deal, we will see more on the entire work done in the past by various Investment banks from all over the world. We will also take some examples of the Investment banks and their financial advisory terms and structures to get exact and insight knowledge of the Investment banks as an advisor. Finally, we will conclude on the basis of ethics, the working of both sides of the merger deals and the ethics used by the Investment banks in its advisory role to the process of mergers and acquisitions. Methodology and Data: Research methods are the techniques for gathering data (Aldridge and Levine, 2001). It is a systematic and orderly approach for collecting and analyzing data and obtaining particular information from collected data (Jankowicz, 2000). The research I am doing on is a topic that can be discussed a lot. Because of its increasing importance, the data regarding my research can be available in ample quantity from number of sources like journals, articles, magazines and some research papers, electronic search engines from college, World Wide Web, documentary data, Survey based data etc which helps to develop a good literature and synthesize and analyze primary data. Secondary data analysis provides higher quality data than could be obtained by collecting on your own (Stewart and Kamins, 1993). Re-analyzing secondary data can lead to unforeseen or unexpected new discoveries (Saunders et al, 2003). These available secondary data can give me that information that is at least a basic idea giving and can be my first approach to initiate my research work. Because of the day to day financial news is available in Financial News Papers, lot of information regarding investment banks are available from it. Along with that the inter net is considered as the best source of getting information on almost every topic we wish to work on. So, my first move to start research would be secondary data available from above mentioned sources. Data collection through interviews has been the prime source of this research. An interview is a purposeful discussion between two or more people (Kahn and Cannell, 1957). It is a type of social interaction between a researcher and an interviewee, who serves as the potential source of information relevant to the research. The use of interviews helps the researcher to collect valid and reliable data that are significant so as to the research questions and objectives (Saunders et al, 2003). Bryman and Bell (2007) says that the research interview is an important data collection strategy in any type of research whether it is quantitative or qualitative. The major merit of interview to be used as a data collection tool is that it focuses predominantly on the researchers topic along with being more insightful. The objective behind conducting interview is to collect relevant information required to the respondents knowledge in particular field (Merriam, 1994, pp. 86 87). Structure of the Study: This study has been divided into five chapters: Chapter two describes empirical literature based on past studies conducted on single and panel countries and an overview of Investment banks working towards the finalizations of merger deals with description of recent trend and progress of MA deals. Chapter three explains the methodology and data used in this study together with the description of variables. Chapter four states the analysis of the collected data and findings. Finally, chapter five provides the results and conclusion derived from the given study. CHAPTER TWO: LITERATURE REVIEW Introduction: An acquisition is a transaction where one company buys shares of another company, by issuing its own new shares, cash, debt or a mixture of these forms of consideration. A merger transaction is where both parties agree to combine their business, and for this purpose form a new company that issues shares which replace the shares of both businesses (Reuvid, Jonathan, 2007). Mergers and Acquisition activities have been circled from long time, which is based on various macro economic factors. The overall economic state of the nation and abroad. Stock prices of public listed companies. Liquidity levels in the financial markets. The level of pressure by antitrust on Mergers and Acquisitions. The level of regulation in accurate checking of certain industries, such as airlines, telecommunication, banking and other financial services. If the conglomerates or pure play companies are in favour of market experts and analysts. There are so many differences in aspects of the number of companies bought and sold, as well as prices paid for these deals, as time has passed. Firstly, we will see the examples of the merger transactions that had failed due to lack of proper preparations and over spending of money in transaction. Here is the case of Conseco Finance, which was trading near its highest level at $50 per share in June 1998. The CEO of the company, Stephen Hilbert, and the public market were very confident about the companys prospects. However, Hilbert announced the acquisition of Green Tree Financial, a subprime mortgage and consumer lending company, for a whopping $7.6 billion, that same month. The offered price was more than seven times the net worth of Green Tree, or a $6.6 billion premium to the tangible book value. Then the disaster had started to happen over the next two years. The stock price of the company dropped to $below $10 per share from $50 per share. The company was declared bankrupt in the spring 2003. Moreover, the analysts attributed the companys long and painful downfall to its overpayment for the Green Tree assets and the subsequent adverse impact of that purchase on Consecos operations. This disaster not only resulted in loss of job to Hilbert, but also drove a very successfu l company out of business. The popular

Life and Money Essay

1. Naturally, money is a decisive factor in the career of a man so, nobody can deny its important role and its value his daily activities – What we would like to discuss here is to what extent money is valuable and whether it has an absolute power or more simply speaking, whether it is a key which can open every door as some people think. 2. It’s not true that money has its value only in our modern society – It may be that money varies in form in different ages but its value is generally accepted in every period of time, every country in the world. – Ever since people knew how to live together in a community and then a society, the relation among people has become quite complicated – The needs of man are of great variety – Something is needed for the purchase of what one needs and sells one’s surplus goods. Money has come into existence as a natural consequence. 3. The problem which several people usually wonder is whether you can buy everything with money. The reply to the question is naturally not difficult at all. Through his daily experience, everybody knows that without money, you will have nothing. To poor people, money enables them to buy the things extremely necessary for their lives. As for a college student, money will provide him with more opportunities for his further studies. In several countries, going to college is really a problem. – Besides his necessary abilities, he certainly possesses some money- with people whose material life has relatively been settled, money will enable them to have the luxurious things which make their life more comfortable. Money, therefore, has its great value to every walk of life. However, we all admit that money doesn’t have an absolute power or as a writer put it, â€Å"Money does not talk as loudly as some people think†. This means, with money, you can solve lots of the problems you want but, in some cases, money becomes powerless – It isn’t of much help to you and sometimes it even causes lots of trouble to you. 4. A man, however rich he may be, can do nothing but wait for death once he suffers from a dreadful disease and once the most prominent doctors have to give it up. Money then, becomes useless to him. Another famous writer also said, â€Å"You enter the world without a penny and you live it the same way. † 5. In short, money does have some value but it doesn’t have any absolute power. Therefore, the problem is how we should use our money so that it is both useful to us and to the society – A rich man can bring nothing with him at his death but he can leave his good reputation if, in his lifetime, he has used his money to relieve the suffering of others.

Gothic a Revival of Culture

The Gothic, through the motif of the double explores the struggle between the good and evil within man† To what extent are Poe's short stories, Coleridge's Christabel and R. L Stevenson's Dr Jekyll and Mr Hyde explorations of the duality of man. The gothic, as a fictional genre, came about as a result ot cultural changes in the eighteenth century; these cultural changes began to form through the renaissance. This transitional period between the Medieval Era and the modern world changed the way of thinking. The word itself means â€Å"revival† or â€Å"rebirth†.Moving further away rom religious devotion it allowed new ideas to form, thus the development of the gothic. â€Å"Hlstorlcally, the Goths were one of several Germanic tribes Instrumental In the fall of the Roman Empire†¦ [they] left no literature or art of their own, [and were] remembered only as the invaders and destroyers of the great Roman civilization. † 1 This historical aspect allowed the development of the new boundary pushing form of literature, Introducing elements of horror and romance Into newly formed gothic texts.The first gothic novel published was The Castle of Otranto, subtitled as â€Å"A Gothic Story† written by the English author Horace Walpole. This new style of writing was imitated both through prose fiction and theatrical drama through the texts; Coleridge's poem Christabel, many of Edgar Allan Poes short stories and R. L Stevenson's Dr Jekyll and Mr Hyde. Through time the interpretations of a gothic text changes, allowing the readers to challenge what they read. All three texts were published in the 19th century, except the first edition of Christabel (published 1797).This time period was primarily based around religion and Biblical Interpretations. And so, these new strange ideas may have angered the audiences due to the lack of religious devotion from the authors onto the characters, The ‘double', otherwise known as the ‘Doppelga nger,' was defined by Federick S. Frank as â€Å"a second self or alternate Identity, sometimes, but not always, a physical twin. The Doppelganger in demonic form can be a reciprocal or lower bestial self†2 The double motif suggests that we are burdened with a dual, for example, Dr.Jekyll and his evil double Mr. Hyde are contrasted to represent the battle between the rational, intellectual self (Jekyll) and the irrational, foul selt (Hyde). The double characters featured In texts are often paired within common relationships, such as family relations, hero/villain, creator/creature, etc. R. L. Stevenson's novel. Dr. Jekyll and Mr. Hyde expresses the idea of the duality of human nature; however this motif did not arise fully until the last few chapters, when the relationship between Dr. Jekyll and Mr. Hyde Is revealed.We have already witnessed Hyde's overriding violence and have seen the contrasting gentle and honorable Dr. Jekyll, One of the main themes of the double is physic al appearance as Hyde is portrayed in animalistic erms: â€Å"short†, â€Å"hairy, and like a â€Å"troglodyte† with â€Å"gnarled hands† and a â€Å"horrific face†. But, In contrast, Jekyll Is described In the most elegant manner – â€Å"tall†, â€Å"refined†, â€Å"polite,† with â€Å"long elegant fingers† and a â€Å"handsome appearance†. This suggests Jekyll's experiment reduces his being to its most basic form, allowing evil to run freely, ignoring the unwritten rules of society.Stevenson explains the motif of duality toys uslng tne cnaracter 0T Jekyll as ne claims, â€Å"Man Is not truly one, out truly two,† as every soul contains traits of both good and evil, but one is always empowering. This novel is perhaps one of the most renowned examples of literature using the doppelganger idea; another theme stemming from the duplication of man is the psychoanalytical interpretation and the presentation of F reud's theory of the id and superego. Dr. Jekyll represents the superego and Mr. Hyde the id. It is in fact his mind that is the ego, bringing him back and forth between the two characters but Dr.Jekyll acknowledges and does what is morally best. The ego, hidden in his unconscious, is constantly debating between the superego and the ‘d, it's the good vs. evil and conscious vs. unconscious. The term ‘unconscious' is similar to that of the unknown, leading to a scary factor of a ‘double' as the living being is simply unaware of their instincts and desires, making them equally unaware of their capabilities. Sigmund Freud developed the theory of mental life called psychoanalysis, emphasising the psychodynamics of the mind.His most important assumption was the force driving a person's mental life, affecting their behaviour operating at an unconscious level; in one part of the personality call the id. The id works primarily on the pleasure principle bound up in self-grat ification and uncaring to others- again perating entirely at an unconscious level. Two other types of personality were assumed: ego and superego. The ego functions the reality principle, while the superego represents the person's ideal self, presenting the moral standards of society.The Juxtaposed types of personality; id and the ego are initially the two results we are left with when a character has a ‘double'. Similarly, In Coleridge's Christabel, the character of Geraldine becomes Christabel's evil double- arguably her id. The cause of â€Å"a shudder in [his] blood† from Dr. Jekyll in the presence of Mr. Hyde is not simply one characteristic of his nature. It is the combination of evil and disability. â€Å"Mr. Hyde was pale and dwarfish; he gave an impression of deformity†¦ a sort of murderous mixture† the realisation of obtaining â€Å"murderous mixture† expands Freudian theories of evil, the id, taking over the person.This uneven ratio of perso nalities causes such malevolence ideas of murder to form. Likewise, the perception of the divided self is also presented in Coleridge's Christabel. In this poem, the character of Geraldine becomes Christabel's evil double. Arguably, the poem explores the, â€Å"struggle of evil and innocence, [and] the manner in hich evil works upon and transforms innocence,†3 as in the extended poem we see Geraldine attempts to use Christabel's innocent image as an advantage: clearly demonstrating the divide between good and evil within the two female characters.The same sex double is equally shown within the two male characters of Dr. Jekyll and Mr. Hyde. The idea of a same sex double, accentuates the concept of similarities between the actual self and the duplication. The same psychoanalytical approach, as used to interpret Dr. Jekyll and Mr. Hyde's doubling, can also be used to argue many concepts, from Coleridge's poetry. The poem, the Kubla Khan, according to Coleridge, he claimed the v isions highlighted in the poem, occurred to him in a dream demonstrating -Freud's hypothesis of the unconscious, as the development of dreams is prominent in the unconscious region of the mind..Setting is also, a very important aspect of Gothic literature. The Garden of Eden is often used as a symbol in western literature; to show life before sin and corruption, the serpent and its temptatlons towards Eve, explore tne corruptlon 0T tne Innocent, temptatlons ana evil. This religious interpretation of the setting featured in Christabel differs to that of Dr. Jekyll and Mr. Hyde. As Stevenson describes Dr. Jekyll's laboratory as, â€Å"a certain sinister block of building†¦ [This] bore in every feature the marks of profound and sordid negligence. With its decaying disguise and air of neglect, the laboratory quite neatly symbolizes the corrupt and perverse Hyde. The idea of the â€Å"laboratory' indicates the influence of the renaissance and the new science interpretations being made, unlike the religious, Garden of Eden imagery. The city of London itself is also represented in contrasting terms, as â€Å"both a foggy', â€Å"dreary', as a â€Å"nightmarish place†, and a â€Å"well-kept†, â€Å"bustling centre of commerce. Just as the characters Jekyll and Hyde and Christabel and Geraldine, have both positive and negative qualities, so does society.Doubling is yet again present in the second part of the poem of Christabel, whereby the dove being strangled by â€Å"the bright green snake† presents the spell casted from Geraldine onto Christabel, to mute Christabel's true speech and emotions. The image of the white dove shows Christabel's innocence, which had lost the battle between the envious serpent (Geraldine). The imagery of the serpent emphasises how religion was a prominent influential factor towards this poem, ymbolizing the Biblical translation of the serpent in the story of Adam and Eve.

Analysis Of Dalton Conley s Big Girls Don t Cry Essay

Music has had a huge influence on my life. I listen to music everywhere, in the car, on my way to class, at the gym, etc. The reason I love music so much is because there are so many songs about so many topics. When I found out that we were assigned to write an essay on a song that we loved and relate to a real life issue that we read about in our text, I was excited. I love analyzing the music I’m listening to and making sure I know what the artist is talking about rather than just blindly listening to the song. I chose to write about the song Big Girls Don’t Cry, by Fergie. I personally relate to this song because I went through a breakup in high school and it was a very difficult time for me. I didn’t cry but my whole support system of family and friends expected me to. I think that this song relates to chapter eight in Dalton Conley’s book You May Ask Yourself very well. This chapter is about gender and how the world perceives the idea of gender and ge nder roles. In this song, Fergie describes a girl who has gone through a breakup. This song relates to chapter eight very well because the gender section talks about how women are expected to act and portray themselves. There is a lot of change happening in the country about gender roles and gender stereotypes. People are trying to end gender roles, and expectations of people just because of their gender. I felt that this song would be appropriate to write about since gender issues are very prevalent today. Conley defines