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In May 2021, the majority shareholder and chief executive officer of Ontrak Inc., a US health care services company, established two 10b5-1 trading plans to sell approximately one million shares of stock he acquired by exercising expiring warrants. Before he began the process to execute the first 10b5-1 plan, Ontrak Inc. had just lost its largest client. Three days into the process for the second 10b5-1 trading plan, the company announced that it was losing another major client. On March 1, 2023, two concurrent insider trading lawsuits were filed against the chief executive officer by the United States Securities and Exchange Commission and by the United States Department of Justice. The lawsuits contended that he sold his stock the day after filing the plans instead of waiting a set number of days, commonly known as a “cooling-off” period. However, the chief executive officer was arguing that a cooling-off period was not mandatory when he sold his stock, insisting that the “government [had] clearly overreached in this case.” He was forced to prepare a defence against two separate lawsuits filed against him.

In May 2021, the majority shareholder and chief executive officer of Ontrak Inc., a US health care services company, established two 10b5-1 trading plans to sell approximately one million shares of stock he acquired by exercising expiring warrants. Before he began the process to execute the first 10b5-1 plan, Ontrak Inc. had just lost its largest client. Three days into the process for the second 10b5-1 trading plan, the company announced that it was losing another major client. On March 1, 2023, two concurrent insider trading lawsuits were filed against the chief executive officer by the United States Securities and Exchange Commission and by the United States Department of Justice. The lawsuits contended that he sold his stock the day after filing the plans instead of waiting a set number of days, commonly known as a "cooling-off" period. However, the chief executive officer was arguing that a cooling-off period was not mandatory when he sold his stock, insisting that the "government [had] clearly overreached in this case." He was forced to prepare a defence against two separate lawsuits filed against him.

Student Spreadsheet to accompany product W32220.

Instructor Spreadsheet to accompany product W32221.

In late 2021, Vahe Dombalagian, a managing director at Madison Dearborn Partners (MDP), contacted MoneyGram International Inc. (MoneyGram) chief executive officer Alex Holmes to discuss the middle-market private equity (PE) firm’s potential interest in a transaction with MoneyGram. MoneyGram was a global leader in the cross-border peer-to-peer (P2P) payment market, working to transition to the fast-growing digital payment market amid the emergence of low-cost financial technology competitors.<br><br>The case provides a discussion about deal evaluation metrics used by leveraged buyout (LBO) PE firms and provides necessary information to construct an LBO model to calculate the internal rate of return (IRR) and multiple of invested capital (MOIC) to determine an appropriate offer.<br><br>MDP was granted access to internal MoneyGram information and met with firm representatives as it worked with its financial advisers to obtain a debt commitment letter. The banks agreed to fund a debt financing package, and MoneyGram notified bidders that definitive acquisition proposals needed to be received by January 24, 2022. The MDP deal team needed to work quickly to finalize their offer.

Spreadsheet Supplement for Case W32220

In late 2021, Vahe Dombalagian, a managing director at Madison Dearborn Partners (MDP), contacted MoneyGram International Inc. (MoneyGram) chief executive officer Alex Holmes to discuss the middle-market private equity (PE) firm's potential interest in a transaction with MoneyGram. MoneyGram was a global leader in the cross-border peer-to-peer (P2P) payment market, working to transition to the fast-growing digital payment market amid the emergence of low-cost financial technology competitors.<br><br>The case provides a discussion about deal evaluation metrics used by leveraged buyout (LBO) PE firms and provides necessary information to construct an LBO model to calculate the internal rate of return (IRR) and multiple of invested capital (MOIC) to determine an appropriate offer.<br><br>MDP was granted access to internal MoneyGram information and met with firm representatives as it worked with its financial advisers to obtain a debt commitment letter. The banks agreed to fund a debt financing package, and MoneyGram notified bidders that definitive acquisition proposals needed to be received by January 24, 2022. The MDP deal team needed to work quickly to finalize their offer.

Instructor Spreadsheet to accompany product

Student Spreadsheet to accompany W32285.

In late 2020, The Goodyear Tire & Rubber Company (Goodyear)’s chief executive officer, Richard Kramer, told Cooper Tire & Rubber Company (Cooper)’s chief executive officer, Bradley Hughes, that Goodyear would submit an acquisition proposal by the end of the year. Goodyear had spent the last two years enduring global weakness in the automotive industry and the onset of the worldwide COVID-19 pandemic, which contributed to Goodyear’s stock falling 70 per cent below its high of $35 in 2018. Kramer attributed the stock’s decline to an “industry downcycle,” and one analyst speculated that a merger could provide much needed cost and revenue synergies. Goodyear had used mergers and acquisitions (M&As) to achieve scale and fuel its growth in the past, and Kramer’s team needed to decide if a merger with Cooper could help them weather the downturn and emerge stronger. Kramer and his team identified several cost synergies, totalling $165 million per year. They also expected efficiency and tax synergies with a present value of at least $700 million as well as revenue synergies. Goodyear was considering using a combination of debt, stock, and cash to finance the transaction. To avoid earnings per share dilution from issuing too many shares as merger consideration, they were working with financial advisor J.P. Morgan to secure up to $2.314 billion of new debt financing. Kramer told Hughes that his team would work over the year-end holidays to provide “a revised proposal or other update” in January 2021.

In late 2020, The Goodyear Tire & Rubber Company (Goodyear)'s chief executive officer, Richard Kramer, told Cooper Tire & Rubber Company (Cooper)'s chief executive officer, Bradley Hughes, that Goodyear would submit an acquisition proposal by the end of the year. Goodyear had spent the last two years enduring global weakness in the automotive industry and the onset of the worldwide COVID-19 pandemic, which contributed to Goodyear's stock falling 70 per cent below its high of $35 in 2018. Kramer attributed the stock's decline to an "industry downcycle," and one analyst speculated that a merger could provide much needed cost and revenue synergies. Goodyear had used mergers and acquisitions (M&As) to achieve scale and fuel its growth in the past, and Kramer's team needed to decide if a merger with Cooper could help them weather the downturn and emerge stronger. Kramer and his team identified several cost synergies, totalling $165 million per year. They also expected efficiency and tax synergies with a present value of at least $700 million as well as revenue synergies. Goodyear was considering using a combination of debt, stock, and cash to finance the transaction. To avoid earnings per share dilution from issuing too many shares as merger consideration, they were working with financial advisor J.P. Morgan to secure up to $2.314 billion of new debt financing. Kramer told Hughes that his team would work over the year-end holidays to provide "a revised proposal or other update" in January 2021.

Spreadsheet Supplement for Case W32285

ARK Investment Management LLC (ARK)’s Next Generation Internet ETF (exchange traded fund) accumulated over 5 per cent of the outstanding shares of DraftKings Inc. (DraftKings), which held 24 per cent of the emerging US online sports betting market. Following the legalization of sports betting in May 2018, DraftKings faced escalating competition as competitors spent heavily on advertising and promotions to attract customers. This spending led to increasing quarterly operating losses, and DraftKings’ stock fell about 75 per cent below its fifty-two-week high. ARK needed to re-evaluate its investment to understand whether the stock market’s recent revaluation was a warning sign regarding DraftKings’ ability to weather the competition or just a new opportunity to buy more of an undervalued stock.

Spreadsheet to accompany product W27949.

ARK Investment Management LLC (ARK)'s Next Generation Internet ETF (exchange traded fund) accumulated over 5 per cent of the outstanding shares of DraftKings Inc. (DraftKings), which held 24 per cent of the emerging US online sports betting market. Following the legalization of sports betting in May 2018, DraftKings faced escalating competition as competitors spent heavily on advertising and promotions to attract customers. This spending led to increasing quarterly operating losses, and DraftKings' stock fell about 75 per cent below its fifty-two-week high. ARK needed to re-evaluate its investment to understand whether the stock market's recent revaluation was a warning sign regarding DraftKings' ability to weather the competition or just a new opportunity to buy more of an undervalued stock.

Spreadsheet Supplement for Case W27949

In 2016, US firm Aerojet Rocketdyne Holdings, Inc. (Aerojet) had been developing and manufacturing propulsion systems for rockets and armaments for long-range weapons systems for over 70 years. It also owned 4,634 hectares of land and an investment portfolio worth more than its stock’s market capitalization—but it had a large amount of debt and an underfunded pension plan. Aerojet’s stock had fallen over 30 per cent to US$16.30 under new executive leadership, and a hedge fund manager at Royal Capital Management LLC had to decide whether to wait for Aerojet to take off. After valuing the firm’s various assets, he concluded the stock was worth $35 based on the sum of the parts, but he needed to consider some of the parts, including its significant debt and a pension plan underfunded by $637 million, which were still cause for concern.

WeWork, a fast-growing but unprofitable real estate firm headquartered in New York, which leased shared office space around the world, announced in September 2019 that it was cancelling its plans for an initial public offering (IPO). In late 2020, as the company weathered the effects of the COVID-19 pandemic, several special purpose acquisition companies (SPACs) approached WeWork, offering an increasingly popular alternative method for the company’s shares to become publicly traded. In January 2021, WeWork’s new chief executive officer (CEO) was considering an offer from BowX Acquisition Corp., a “blank check” corporation. The CEO and the WeWork board needed to understand the benefits and disadvantages of a SPAC merger.

In 2016, US firm Aerojet Rocketdyne Holdings, Inc. (Aerojet) had been developing and manufacturing propulsion systems for rockets and armaments for long-range weapons systems for over 70 years. It also owned 4,634 hectares of land and an investment portfolio worth more than its stock's market capitalization-but it had a large amount of debt and an underfunded pension plan. Aerojet's stock had fallen over 30 per cent to US$16.30 under new executive leadership, and a hedge fund manager at Royal Capital Management LLC had to decide whether to wait for Aerojet to take off. After valuing the firm's various assets, he concluded the stock was worth $35 based on the sum of the parts, but he needed to consider some of the parts, including its significant debt and a pension plan underfunded by $637 million, which were still cause for concern.

WeWork, a fast-growing but unprofitable real estate firm headquartered in New York, which leased shared office space around the world, announced in September 2019 that it was cancelling its plans for an initial public offering (IPO). In late 2020, as the company weathered the effects of the COVID-19 pandemic, several special purpose acquisition companies (SPACs) approached WeWork, offering an increasingly popular alternative method for the company's shares to become publicly traded. In January 2021, WeWork's new chief executive officer (CEO) was considering an offer from BowX Acquisition Corp., a "blank check" corporation. The CEO and the WeWork board needed to understand the benefits and disadvantages of a SPAC merger.