Employing the most comprehensive sample of European carve-outs to date, Nikolas Pojezny analyzes the performance of carve-outs along various dimensions: Both the reaction of parent firms to the announcement of a carve-out as well as share price and operating performance in a multi-year window around the event are examined in detail.
Inhaltsangabe:Abstract: As especially in the 1990s corporations today still reconsider their organisational and ownership structures to become more competitive and profitable. Corporate restructuring, however, is not a value creating mechanism per se, but it can enhance corporate flexibility and focus the company on its main line of business. During a restructuring process, the parent firm has several options and choosing the right one in order to be successful is probably one of the most challenging tasks for the management. Options can be utilised to reduce ownership through a Carve-out or eliminate involvement in a Spin-off or Asset Sell-off. A rather unknown form, the Tracking Stock, will also be mentioned and explained. They all added a new dimension to the corporate landscape. Typically, the corporation s aims of restructuring are to create shareholder value. In the last two decades, the tendency was to strengthen the focus on its core businesses and becoming more and more a pure player in its extreme form. The potential of divestiture activities during the next years will still be very high, if one imagines that only in Germany the 30 DAX companies own around 4.500 subsidiaries. One particularly interesting alteration of firm boundaries involves a parent firm partially divesting its ownership stake in a subsidiary via an Equity Carve-out. Equity Carve-outs have become widely known tools for corporations that shed divisions, which are no longer part of their core business. Especially during the last years high growth segments with tremendous potential could be unlocked through this form of divestiture. One of the main advantages for the parent is that it can still benefit from the growth of its subsidiary, by selling only a portion of the new entity in an IPO. Furthermore the subsidiary can gain new resources through a capital increase and operate independently. Chapter two will first give an insight about the effect of diversification on firm value and then discuss various forms of restructuring, such as Spin-offs, Equity Carve-outs and Tracking stocks. The aforementioned Equity Carve-out is then taken into closer consideration in chapter three, which discusses why and under which circumstances and motives companies may utilise this form. Thereafter, chapter four shows the reader how to implement an Equity Carve-out. Emphasis will lie on the IPO process, the legal, tax and accounting issues for various countries, as well as on the [...]
Mergers and acquisitions (M&As) reshape the corporate landscape helping companies expand market share and gain a strategic advantage. The ability to understand and analyze these transactions is a crucial skill. The first step in acquiring that skill is being able to gather and analyse information on M&As from public sources, such as financial statements. This textbook helps its readers better analyze M&A transactions using information provided in financial statements. Covering accounting and reporting of consolidations, goodwill, non-controlling interests, step acquisitions, spin-offs, equity carve-outs, joint ventures, leveraged buyouts, disposal of subsidiaries, special purpose entities, and taxes, it focuses on the link between underlying economic events and the information in financial statements and how this link affects the assessment of corporate performance. The first part of the book provides description of the accounting rules governing M&A transactions, while the second part includes cases of M&A transactions. Each case focuses on a different element of an M&A transaction, and it is followed by a detailed solution with a complete analysis. Unlike other books in this field, this textbook focuses exclusively on accounting and financial analysis for graduate and upper undergraduate level courses in financial analysis, corporate finance, and financial accounting.
We develop properties of abnormal return for equity offers that have been timed to periods of firm-specific overvaluation and empirically test a sample of 174 equity carve-outs for these characteristics. While carve-outs exhibit clear signs of market timing, these phenomena are not detectable uniformly across time but can be traced to the 1998-2000 quot;hot-marketquot; period. Our arguments imply that pre-offer run-ups of abnormal return and decreasing cross-sectional variance of event-time post-offer abnormal return, rather than long-term underperformance or the level of a market index, can serve as indicators for market timing. Results provide a basis to empirically reassess the time variance of long-term IPO and SEO performance.
This practical guide, edited by Robbie McLaren at Latham & Watkins, features contributions by specialists on subjects linked to the structuring and execution of carve-out transactions and provides an invaluable insight into the legal, regulatory and practical elements in play. Topics include documentary provisions, IP transfers, transitional services, employment risks, antitrust concerns and financing acquisitions.
