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This note provides an introduction to the process of loan syndication and the evolution of the leveraged loan market. The note emphasizes the role of banks as loan originators and the evolution of the institutional investors' entry into the leveraged loan market. In particular, the note discusses the role and incentives of collateralized loan obligations (CLOs).

On February 21, 2013, TELUS announced a proposal to convert the firm's non-voting shares into voting shares on a one-to-one basis, thereby eliminating the firm's dual class structure. Shareholders were scheduled to vote on the proposal at the firm's annual general meeting (AGM) on May 9, 2013. Despite strong support from management, the board, two proxy advisory firms, and several large shareholders, the proposal was opposed by Mason Capital Management, a New York-based hedge fund. Mason, which controlled almost 20% of the voting shares and a large short position in the non-voting shares, had filed a dissident proxy circular recommending that shareholders vote against the proposal based on both procedural and substantive grounds. With the success of the vote in doubt, the board had to decide what to do. Should they proceed with the vote as planned, postpone the vote with the intention of re-introducing the proposal at some point in the future, or cancel the proposal for good? And what should they do with Mason, which management viewed as an "empty voter" in this matter?

A proxy battle between a Canadian firm and a US hedge fund over a proposal to unify the firm's dual class share structure.

The morning of October 9, 2012 found the portfolio manager for the Thackery Real Estate Fund (TREF) lost in thought. TREF was a large investment fund that specialized in commercial and industrial real estate. While TREF had a number of investors, there was one large institutional investor, and it had asked for an update on the fund by week’s end. Weighing on the portfolio manager’s mind was a particular industrial park in Montreal, Quebec known as the Centre Corporate Abbott. He was focused specifically on a proposed investment that required $20 million to purchase a completed, tenanted building known as Building A. In 2008, the portfolio manager had bought two other adjacent properties for $17 million from the same developer. In making his decision, he knew that the economic news across the globe was not rosy. In Canada and Quebec, the manufacturing sector had still not overcome the challenges of 2008’s Great Recession. For Quebec in particular, it also looked like the voters might be leaning towards another separatist government and news of corruption in the construction sector had become daily fodder. The portfolio manager wondered whether he should follow through with the investment and, if he did, how he would explain his recommendation to his investors as early as Friday.

The morning of October 9, 2012 found the portfolio manager for the Thackery Real Estate Fund (TREF) lost in thought. TREF was a large investment fund that specialized in commercial and industrial real estate. While TREF had a number of investors, there was one large institutional investor, and it had asked for an update on the fund by week's end. Weighing on the portfolio manager's mind was a particular industrial park in Montreal, Quebec known as the Centre Corporate Abbott. He was focused specifically on a proposed investment that required $20 million to purchase a completed, tenanted building known as Building A. In 2008, the portfolio manager had bought two other adjacent properties for $17 million from the same developer. In making his decision, he knew that the economic news across the globe was not rosy. In Canada and Quebec, the manufacturing sector had still not overcome the challenges of 2008's Great Recession. For Quebec in particular, it also looked like the voters might be leaning towards another separatist government and news of corruption in the construction sector had become daily fodder. The portfolio manager wondered whether he should follow through with the investment and, if he did, how he would explain his recommendation to his investors as early as Friday.

This case explores the opportunity to purchase the condominium management business of a distressed real estate developer by Advantage Partners, a leading Japanese private equity firm. The case explores investment structuring, bidding strategy, and the ability of private equity firms to add value. The role of private equity in Japan is also explored and allows students to compare the Japanese merger and acquisition market to the U.S. and Europe.

This case presents the final decision and outcomes for the (A) case.

Richard Lund had reached an important crossroads in his life. At age 65, Lund had had a great deal of success-and amassed much wealth-but he needed to devise a plan for the future. Namely, he needed to figure out what to do with the wealth of which he was so proud and that he had accumulated as a result of his own hard work and perseverance. This case describes a hypothetical investor faced with the challenges of philanthropy and its role in wealth management and personal objectives. Includes discussions of how much, when, why, and how to give.

Rina Castillo lived the American Dream. A recent graduate of the Stanford School of Engineering, she was the first in her family not only to leave her native Mexico but also to attend and graduate from a university. While at Stanford, Castillo received a cash and stock offer for the advertising network she founded, which left her in a unique and newfound situation of wealth. This case describes a hypothetical investor faced with the challenges of investment strategy and asset allocation implementation, service provider selection, fee structure effects, and passive versus active investing, and rebalancing.

Having identified his "needs and dreams," Paul Schroder had to figure out what to do next. Putting emotions aside, he needed to identify the best options to come up with the required amounts of liquidity at the right times. As Schroder thought through the issues, he viewed his company, Travel Imagination, as the key to his goals. He could continue to manage and own the business, but he was concerned about this asset's concentration and unpredictability in his portfolio. While he was confident that the direct mail company could successfully face the Internet challenge, he was concerned that he might be wrong, and that he would expose his family to too much risk. He knew that he had too much wealth concentrated in this one company, and bad things can happen to good companies. His future support for his daughter Emily depended on it. This case describes a hypothetical investor faced with the challenges of asset allocation, diversification, family businesses, risk, and leverage.

The credit boom that preceded the 2007-2009 financial crisis led to several lending practices that exposed banks to large risks. In particular, when the financial crisis unraveled, there were several billion dollars' worth of leveraged buyout (LBO) loans that were meant to be syndicated but-due to full underwriting-had to be funded by the originating banks. The case protagonist is Bennett J. Goodman, a Senior Managing Director at Blackstone. Goodman evaluates the opportunity to buy a fraction of the leveraged loan portfolio being offered for sale by Citigroup. This case can be used as a vehicle for discussing details of leveraged financing. In particular, it illustrates the close connection between syndicated-lending-backed leveraged transactions and loan securitization, and provides a context for discussion of factors that led to the leveraged credit boom that ended in 2007. The case also provides in-depth details of the structure of the transaction and its underlying assets, and serves as a means for understanding and valuing alternative investment strategies pursued by private equity firms during the credit-market crisis. As a byproduct, students learn how to use credit default swaps (CDS), a market-based indicator, for valuation.

This note discusses the capital structure often found in LBO transactions. Although the specifics of each capital structure vary case by case, in any given year, there is a great deal of similarity in the capital structure of these buyouts. These similarities exist because debt structure is largely determined by the deal size and market conditions. The note summarizes historic trends and practices related to the debt structure in the buyout space.

Paul Schroder had recently celebrated his sixty-eighth birthday and was beginning to feel his age. While he recognized that there were many good years ahead, he also realized that it was not too early to begin to think seriously about his retirement and his estate. For years, he had been encouraged to make a careful estate plan, but he always put it off, thinking that he would take care of it at a later time. Now was that later time. This case describes a hypothetical investor faced with the challenges of concentrated wealth, intergenerational transfers, special needs, offspring receiving unearned wealth, philanthropic decisions, and providing for post-career life.

Cyprus is a small island member of the European Union, constituting 0.2 per cent of the eurozone gross domestic product. During its growth phase, the Cypriot banking system developed vulnerabilities after suffering heavy losses during the Greek sovereign debt crisis. The European Central Bank, the International Monetary Fund and the European Union offered a bailout of US$16.9 billion if the Cypriot government could raise US$7.54 billion from within. The government had a few options on the table — a “one-off” stability levy on all bank deposits (a solution loathed by both native and foreign depositors), a bank restructuring plan, seeking help from Russia (which expected access to the island’s oil and gas reserves) and a complete banking system bailout (which would come with oversight and control from those offering the bailout). The economy was fast approaching a standstill and Cyprus had only two days to strike a deal to avoid the collapse of its banking system.

CIT's prepackaged bankruptcy marked the first time a major financial institution was able to successfully restructure and emerge from Chapter 11 bankruptcy, challenging conventional views that a financial firm could not survive bankruptcy proceedings as a going concern. A diverse group of private investors that had accumulated a large position in CIT in the period leading up to the restructuring played a central role in the success of this restructuring. The case protagonist is Rajath Shourie, Managing Director at Oaktree Capital Management. Shourie evaluates the opportunity to extend a $3 billion rescue credit facility to CIT, together with five other large creditors of the struggling bank. The decision takes place just one day after CIT was denied access to the Temporary Liquidity Guarantee Program (TLGP). This case provides a platform for discussing what constitutes a good attractive distressed target. (In parallel, students can gain in-depth insight into alternative financing models of corporate lenders, including banks and finance companies.) The second major component of the case concerns distressed debt investment strategies, and provides an illustration of turning an investment in public debt into a position of control over CIT's management and the restructuring process.

This supplement presents the actual terms of the rescue financing provided by a group of private investors to CIT. It is intended to be distributed at the end of the discussion of "Oaktree and the Restructuring of CIT Group (A)" (HBS No. 214-035) and can be used as background to reflect on the students' proposal of financing terms for the $3 billion rescue financing of CIT.

This courseware is to be used with HgCapital and the Visma Transaction (A), HBS No. 214018.

The founder of ServiceForce, a company that provides repair and maintenance for motorized two-wheel vehicles in India, has a dilemma about whether he should sell the rights of his franchisee business, join hands with a venture capitalist, borrow money for capacity building or see the business grow through franchising. The start-up was initiated with his own money and family investment. A mere 18 months has shown great success with two service stations, a mobile workshop to service rural and industrial clients and a system of card packages that allow customers to pre-pay for a range of services. The company is a recognized brand for customer satisfaction and quality workmanship, and the employees are happy and contribute to the company well-being by participating in customer promotion schemes. However, competition from both vehicle manufacturers' service stations and unorganized garages is growing in tandem with the skyrocketing sales of two-wheel vehicles, especially to the younger demographic. In order to grow, the company is at a crossroads: should it borrow money to ramp up the growth of the business through new capacity building or invest in more franchises? Should the owner accept the offer to buy the franchise rights from him outright or the offer from a venture capitalist, which will result in losing some control?

This note discusses valuation in the context of business mergers and acquisitions. It builds on standard methods of business valuation to consider the unique questions arising in a merger or acquisition setting. The note focuses on valuation using the discounted cash flow (DCF) approach and the comparable-firm-multiples approach and presupposes an understanding of the principles of business valuation. The note provides and reviews the details of an acquisition valuation case example. At Darden, it is used in the First Year core Finance course in a module covering Corporate Finance.

The director of the investment wing of a financial-services provider must decide whether his firm should continue to invest in the former frontrunner in the personal-computer industry or switch strategies and invest instead in an up-and-coming competitor. At a time of significant technological change and slowing global growth, the director and his team of analysts set out to create an in-depth assessment of the personal-computer industry in order to make an informed decision about their firm's optimum investment choices.