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Case A of this series sets the scene for the largest merger and acquisition (M&A) deal in the telecom industry in Brazil and Latin America. Cases B to F follow on by relating the events up to the deal's conclusion. The sequencing of this story creates a sense of urgency for readers and forces them to take position on different questions at different times. Events began in 2003 when a 50:50 joint venture (JV) between Portugal Telecom (PT) and Spain's Telefónica acquired 60% of Vivo, the leading Brazilian mobile operator. In the subsequent years, Vivo experienced double-digit annual growth, as it reaped the benefits of its own heavy investments and booming consumer demand. In May 2010, Telefónica made a €5.7 billion cash bid for PT's share of the JV. According to Telefónica, this was a full, fair and final offer. How would PT's board regard the bid? On the one hand, it represented a 100% premium on Vivo's pre-announcement stock price. On the other hand, it was a terrible blow to the PT Group's international aspirations. Moreover, the occasionally conflicting views of the general public and the government had the potential to complicate matters further. Lastly, this deal also had important international implications. The case shows how: a) corporate governance practices vary across countries, including environments where there are dual-class shares; and b) the role of corporate governance in ensuring that managers undertake activities that maximize shareholder value as well as serving the needs and strategy of the company. The case also allows for an in-depth analysis of a variety of strategic, organizational, financial and economic issues related to growth strategies through JVs and M&As. The key focus of the case is on the links between finance and strategy.

Case A of this series sets the scene for the largest merger and acquisition (M&A) deal in the telecom industry in Brazil and Latin America. Cases B to F follow on by relating the events up to the deal's conclusion. The sequencing of this story creates a sense of urgency for readers and forces them to take position on different questions at different times. Events began in 2003 when a 50:50 joint venture (JV) between Portugal Telecom (PT) and Spain's Telefónica acquired 60% of Vivo, the leading Brazilian mobile operator. In the subsequent years, Vivo experienced double-digit annual growth, as it reaped the benefits of its own heavy investments and booming consumer demand. In May 2010, Telefónica made a €5.7 billion cash bid for PT's share of the JV. According to Telefónica, this was a full, fair and final offer. How would PT's board regard the bid? On the one hand, it represented a 100% premium on Vivo's pre-announcement stock price. On the other hand, it was a terrible blow to the PT Group's international aspirations. Moreover, the occasionally conflicting views of the general public and the government had the potential to complicate matters further. Lastly, this deal also had important international implications. The case shows how: a) corporate governance practices vary across countries, including environments where there are dual-class shares; and b) the role of corporate governance in ensuring that managers undertake activities that maximize shareholder value as well as serving the needs and strategy of the company. The case also allows for an in-depth analysis of a variety of strategic, organizational, financial and economic issues related to growth strategies through JVs and M&As. The key focus of the case is on the links between finance and strategy.

Case A of this series sets the scene for the largest merger and acquisition (M&A) deal in the telecom industry in Brazil and Latin America. Cases B to F follow on by relating the events up to the deal's conclusion. The sequencing of this story creates a sense of urgency for readers and forces them to take position on different questions at different times. Events began in 2003 when a 50:50 joint venture (JV) between Portugal Telecom (PT) and Spain's Telefónica acquired 60% of Vivo, the leading Brazilian mobile operator. In the subsequent years, Vivo experienced double-digit annual growth, as it reaped the benefits of its own heavy investments and booming consumer demand. In May 2010, Telefónica made a €5.7 billion cash bid for PT's share of the JV. According to Telefónica, this was a full, fair and final offer. How would PT's board regard the bid? On the one hand, it represented a 100% premium on Vivo's pre-announcement stock price. On the other hand, it was a terrible blow to the PT Group's international aspirations. Moreover, the occasionally conflicting views of the general public and the government had the potential to complicate matters further. Lastly, this deal also had important international implications. The case shows how: a) corporate governance practices vary across countries, including environments where there are dual-class shares; and b) the role of corporate governance in ensuring that managers undertake activities that maximize shareholder value as well as serving the needs and strategy of the company. The case also allows for an in-depth analysis of a variety of strategic, organizational, financial and economic issues related to growth strategies through JVs and M&As. The key focus of the case is on the links between finance and strategy.

Founded in 2007, Kunwu Jiuding Capital Co., Ltd (hereinafter referred to as Jiuding) is a Chinese private equity (PE) firm that specializes in equity investments in late-stage, pre-IPO companies. Despite its brief history, the firm had secured a strong foothold in China's PE industry with its tremendous growth and dazzling investment returns. As of 2011, Jiuding had 260 employees and 6 RMB-denominated funds with 6 million RMB under management. While investors showed strong enthusiasm for the firm, Jiuding nevertheless had generated much debate in the PE community about its pioneering investment practice - known as the "PE factory" model where investment activities were carried out in a way similar to large-scale industrial production. This model has subverted the traditional PE business practice in many ways. Concerns were raised about whether or not Jiuding's business model was sustainable in the next ten years, given the fast-changing landscape of China's PE industry.

Jack Goodwin had recently read an article on using futures contracts on individual stocks for hedging purposes. He held about 500 shares of Abbott Laboratories in his trading portfolio. While he was concerned about the share price falling in the short run, he was bullish over the long run. Of course, he could sell now and buy later, but that would mean he would have a taxable capital gain, which he wanted to avoid. He thought the single-stock-futures contracts offered on the OneChicago Exchange might present the opportunity to hedge the price risk.

Frank Johnson was contemplating his alternatives for the upcoming year. On the following day, January 12, the U.S. Department of Agriculture (USDA) World Agricultural Supply and Demand Estimates report was scheduled to be released. From Johnson's point of view, the biggest issue was the projected corn carryover from 2010. In November, the USDA predicted that for the first time in recent years the projected carryover would be about 827 million bushels, which would be the lowest since 1996. The low carryover boded well for corn prices. At that time, the USDA estimated a U.S. average cash corn price for 2010-11 of $5.20. With current spot prices at about $5.83 per bushel, he expected the outlook to actually improve but was concerned about the overall price uncertainty. The uncertainties related to the use of corn in ethanol production and demand for corn from China loomed large in his thinking. He needed to consider whether he should hedge all or some part of the following year's crop.

Charles Fogler was reviewing some analysts' reports on Whole Foods Market, Inc., that had been released earlier that day. It was September 21, 2010, and Whole Foods had closed at a price of $38.17. Two reports caught his attention.

In 2010 Drive Property Solutions, a special servicing firm in Chicago, had partnered with Spiner Capital to win an FDIC auction of distressed debt. Included in that auction was the defaulted mortgage note on Northwinds Community Crossing, a retail strip mall in suburban Savannah, Georgia, which had been in default since November 2009. Sam Schey, an asset manager at Drive, needed to decide how to maximize recoveries from the nonperforming loan.

This case is a supplement to Goats: The Green Alternative (A). The (B) case can be used independently of the (A) case if the professor wishes to focus exclusively on capital budgeting. See also Goats: The Green Alternative (C) 9B15D001.

TAEQ was a new branding concept in the Brazilian retail market. The name represented a combination of two concepts associated with modern wellness: tao, representing balance and naturalness, and eki, representing vital energy. TAEQ was developed to become one of the leading private brands in the Grupo Pao de Acucar (GPA) portfolio. As the largest Brazilian retailing conglomerate, GPA wanted to extend its marketing reach into the evolving wellness market with the new brand concept.

A final-year student at a business school estimated the net present value (NPV) of his proposed business plan — a tourism and transport business in India — using three different methods and encountered different valuation results. He approached the professor who had taught him valuation concepts in a finance course and wanted to know the reasons for the difference.

The vice president in SouthBank's Corporate Banking Group was reviewing an opportunity for SouthBank (SB) to bid to become the agent bank in a $120 million revolving credit facility for Prime Micro Inc. (PMI). SB's competition for the agent's position would be Texas Trade Bank (TTB), which had been PMI's lead bank for many years. Despite SB's attempts to displace TTB over the past several years, this was SB's first real opportunity to gain agent status. As agent bank on this deal, SB would likely be viewed by PMI as its lead bank, which, due to PMI's considerable banking needs, would allow SB to realize significant fee income in the future. Although delighted with the prospect of getting PMI as a new client, the vice president was worried about PMI's creditworthiness.

Spreadsheet supplement for case UV5665.

The chairman and CEO of the Genzyme Corporation, one the country's top five biotechnology firms, has received a phone call requesting a meeting with the cofounder and principal of a large hedge fund that now has a 2.6% stake in his company. Before meeting with him, the CEO is aware that he needs a strategy for dealing with this "activist" investor with a track record of forcing out CEOs.

A small oil and gas operator must make a decision about whether to drill in a particular location for oil. After significant geological research, the operator has narrowed the possible outcomes to four possible scenarios, one of which was a dry hole (no oil), and provided his best estimate of their respective likelihoods. Evaluating the prospect requires making long term estimates of both the rate of decline in oil production from the prospective formation and the likely price of crude oil over the coming two to three decades. The second of these was required since drilling expenses occur in the first year or two, but revenues from the wells was generated as oil was produced over decades. To help students frame the issue of future oil prices, the cases discussed issues related to the future global supply of, and demand for, oil.

Dean Ismail, owner and general manager of the thirty-six-room Super 8 Motel located in Guelph, Ontario, was offered $2.9 million for the motel. After managing the motel for nearly twenty years, Dean and his family were faced with the decision to either sell or keep the motel. If they were to sell the motel, Dean would need to determine if the offer of $2.9 million was actually a fair selling price for the property. The decision needs to be made in the face of significant uncertainty in the local market. New hotels planned for the local area will increase the supply of available rooms by more than 80 percent in the next two years. This significant increase in the supply of available rooms could have a significant impact on occupancy rates and room rates and, consequently, on the revenues and cash flows of the Super 8 Motel. Like many owner-managed businesses, the financial statements of the motel reflect personal and corporate planning issues (e.g., salaries that are above market rates, bonuses, and management fees) making it difficult to identify the income and cash flows that are directly related to the motel operations. In addition, sale of this property could affect the value of an adjacent property owned by Dean. Dean has fourteen days to decide whether to accept the offer of $2.9 million for the motel or reject it, retaining the motel and the future cash flows that the motel generates.

Spreadsheet Supplement for case 212-045.

In October, the CEO of JPMorgan Chase & Co., is preparing for the company's 2010 Q3 earnings conference call and wondering how to address the inevitable questions related to financial reform. It has been just over two months since the Dodd-Frank Financial Reform and Consumer Protection Act (Dodd-Frank Act) was passed, and there is still much uncertainty as to how JPMorgan should address the reforms. JPMorgan had reported stronger than expected EPS in the third quarter, but analysts were more concerned about what strategic initiatives the CEO would implement in response to the Dodd-Frank Act. The act had introduced wide-ranging and industry-changing reforms that were aimed primarily at fully integrated financial institutions such as JPMorgan. While most of the rulemaking would be forthcoming from regulatory authorities, the CEO knows it would be best to address these issues immediately to protect shareholders by avoiding uncertainty.

The Dodd-Frank Act, in response to the preceding financial crisis of 2008-09, fundamentally changed the finance industry and greatly affected its biggest players. This technical note gives an overview of the Dodd-Frank Act, the most important parts of the act (and other regulatory reform), and the affect its reforms could have on the country's largest financial institutions. It is important to note that the Dodd-Frank Act does not necessarily create hard and fast rules but often provides only guidance for regulators to proceed with rule-making activities.

The case describes the delivery of an urban public transportation project through a public private partnership (PPP). Delhi Metro Rail Corporation (DMRC) was a corporate body created by the Government of India and the Government of National Capital Territory of Delhi (NCT Delhi) for implementing a mass rapid transit system (MRTS) in Delhi. Dr. E. Sreedharan was appointed the managing director of the corporation. DMRC successfully completed phase-I of the MRTS in 2006. The government further mandated DMRC to implement phase-II of the MRTS project. The Japanese Bank of International Cooperation (JBIC) provided soft loans for both phases of the project, which were being implemented and commissioned through conventional engineering and procurement contracts (EPC). Meanwhile, the city of Delhi got the mandate to host the XIX Commonwealth Games 2010. As part of the preparations for these games, linking New Delhi Railway Station with Indira Gandhi International (IGI) Airport with a metro system - Airport Express Metro Link (AEML) - became necessary for easing the traffic congestion in the city. The time line available for the AEML project was less than three years. At the same time, JBIC financial help was not available for this project. Dr. Sreedharan was thus facing the challenges of project financing and its timely delivery. In the recent past in India, the public private partnership (PPP) model of infrastructure development had emerged as a dominant model due to its certain desirable characteristics. The case discusses various options available to DMRC for project financing and timely completion of the AEML project under PPP mode.