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In 1988, less than 2% of large deals were paid for entirely in stock; by 1998, that number had risen to 50%. The shift has profound ramifications for shareholders of both the acquiring and acquired companies. In this article, the authors provide a framework and two simple tools to guide boards of both companies through the issues they need to consider when making decisions about how to pay for--and whether to accept--a deal. First an acquirer has to decide whether to finance the deal using stock or pay cash. Second, if the acquirer decides to issue stock, it then must decide whether to offer a fixed value of shares or a fixed number of them. Offering cash places all the potential risks and rewards with the acquirer--and sends a strong signal to the markets that it has confidence in the value not only of the deal but in its own stock. By issuing shares, however, an acquirer in essence offers to share the newly merged company with the stockholders of the acquired company--a signal the market often interprets as a lack of confidence in the value of the acquirer's stock. Offering a fixed number of shares reinforces that impression because it requires the selling stockholders to share the risk that the value of the acquirer's stock will decline before the deal goes through. Offering a fixed value of shares sends a more confident signal to the markets, as the acquirer assumes all of that risk. The choice between cash and stock should never be made without full and careful consideration of the potential consequences. The all-too-frequent disappointing returns from stock transactions underscore how important the method of payment truly is.

Supplements the (C) case.

Supplements the (A) case.

Spreadsheet Supplement for case 100001

Spreadsheet Supplement for case 200019

OpenIPO is a new mechanism for pricing and distributing initial public offerings. The system, which is based on a Dutch auction, represents an attempt by the investment bank W.R. Hambrecht + Co. to change the manner in which IPOs are underwritten. The case provides a setting in which to discuss the existing set of institutional arrangements relating to the underwriting of IPOs, including the well-known phenomenon of the initial-day spike in price. Also provides a vehicle for discussing the informational efficiency of stock prices and the role of intermediaries and markets in providing investors with company-specific information. Can be used to talk about the issues raised by electronic trading and the distribution of securities over the Internet to relatively uninformed individuals.

Equate Petrochemical Co. (Equate) is a joint venture between Union Carbide Corp. and Petrochemical Industries Co. (PIC) for the construction of a $2 billion petrochemical plant in Kuwait. The sponsors began construction in August 1994, using a bridge loan, and are in search of permanent, nonrecourse finance. As part of the permanent financing, the sponsors want to use a tranche of Islamic finance--funds that are invested in accordance with Islamic religious principles known as Sharia. The sponsors hired Kuwait Finance House which, in turn, approached The International Investor (TII is a Kuwaiti investment bank) to assist in structuring and underwriting the Islamic tranche. The case is set in early December 1995, as members of The Institutional Investor's Structured Finance Group are deciding which Islamic structure to use, how to resolve various conflicts between the Islamic and conventional tranches, and how large a commitment to make on behalf of their investors.

Spreadsheet Supplement for case 200012.

This case examines the capital budgeting framework used in a large specialty chemical company. It presents the reader with issues related to using multiple discount rates to examine projects and how compensation policies can impact on managerial actions. A second use of the case is to introduce project-related real options.

Provides an overview of the going public process.

Provides an update.

Hutchison Whampoa was considering strategies for its long-term capital structure. The HK$35 billion Hong Kong-based conglomerate had ambitious growth plans in multiple business sectors in different geographies. Traditionally, like many of its domestic peers, Hutchison had relied entirely on short to medium-term bank loans. Its demand for long-term financing, attractive rates in other capital markets (especially the U.S.) and concern about a more diversified investor base had led Hutchison to explore other financing options. In particular, the company was debating the benefits of a Yankee Bond Offering. At the time, Hutchison had already approached Moody's and Standard & Poor's for a bond rating.

This case was developed to serve as a foundation for student discussion of the use of contingent forms of payment in M&A. The protagonist in the case represents the buyer, and must design terms of contingent payment ("earnout") that will protect the buyer if the rosy future does not occur, yet reward the seller if it does. Students are given completed discounted cash flow (DCF) valuations of the target (Digitech) under both the seller's and buyer's forecasts, which reveal a wide gulf in valuation. The protagonist seeks to bridge this gulf through a combination of fixed and contingent payments to the seller. Two different earnout designs are suggested in the case. Students must simulate the value of the earnout to estimate the expected value of this provision from the standpoints of both the buyer and seller.

This note provides a detailed explanation of how to apply the equity residual valuation method when the debt/equity mix is changing. An example is provided that works through levering betas. The note can be used to accompany cases on leveraged buyouts.

The administrative assistant at the Edmonton, Alberta branch of Vandelay Securities was faced with a dilemma. Her superior had requested a purchase of shares in a firm whose securities were restricted to residents of Alberta for one of her clients who resided in British Columbia. On the purchase request form, the client's province of residence was listed as Alberta, and a post office box address was given. This transaction was the latest in a series that made her feel uncomfortable.

The administrative assistant at the Edmonton, Alberta branch of Vandelay Securities was faced with a dilemma. Her superior had requested a purchase of shares in a firm whose securities were restricted to residents of Alberta for one of her clients who resided in British Columbia. On the purchase request form, the client's province of residence was listed as Alberta, and a post office box address was given. This transaction was the latest in a series that made her feel uncomfortable. The primary teaching objective of this case is to explore when and how one should blow the whistle. The individual's responsibility to herself, the firm, the clients and other stakeholders in exposing the unethical acts of a colleague is presented for debate. Secondary ethical issues include insider trading, high-pressure sales tactics, conflict of interest, and misrepresentation to a regulator.

The vice-president of acquisitions for Canadian Real Estate Investment Trust (CREIT) was contemplating two investment opportunities facing his firm. CREIT had been very aggressive recently in an attempt to increase the size and diversity of its portfolio. One potential deal that he was contemplating involved the purchase of a 161-unit apartment building in a Montreal suburb, while the other potential deal involved the purchase of a retail complex in a Chicago suburb. Both deals were under a due diligence period, meaning that CREIT had a short period of time to review the properties and decide whether or not to proceed with either purchase. He had to make his recommendation to the senior board of CREIT, and he wondered what specifically about each property was attractive or unattractive, whether the respective markets justified the price levels, and if the respective properties were consistent with CREIT's acquisitions strategy. The case introduces real estate investment trusts and demonstrates some generic concepts relating to the valuation of real estate assets, including discounted cash flow and comparable sales analysis.

Canada's largest privately owned department store, the T. Eaton Company Ltd., founded in 1869, had recently emerged from bankruptcy protection and was now planning to raise $175 million through an initial public offering (IPO). Investment bankers must determine the appropriate share price and consider the appropriateness of the timing for the issue. The case describes North American retail industry trends and the bankruptcy protection process and provides a detailed discussion of the IPO process and valuation considerations. Detailed comparables are provided for such firms as Federated, Nordstrom's and Dillard. The case provides an opportunity to apply a number of valuation techniques, including discounted cash flow, price-to-earnings multiples and enterprise value-to-EBITDA multiples.