Mergers and Acquisitions

are essentially any financial services that are situated outside your home country. In effect, there are some jurisdictions with smaller populations and beneficial tax and legal regimes than mean that they qualify as "offshore" for most people, most of the time and in addition make offshore financial services more worthwhile. Offshore normally hold far few benefits for US citizens due to world wide taxation.

from www.whichoffshore.com

1099B form from your broker should be showing the sales proceeds correctly. First check the surviving company's web site for instructions on how to calculate the new cost basis of the surviving entity. The rule is that your economic gain (market value of new stock plus cash received less cost basis in your original shares) is only taxable to the extent of cash received (referred to as cash to boot.) You can apply the formula:

GAIN = Lesser of (CASH RECEIVED) or (Market value of NEW company's stock received plus CASH received less OLD company's cost basis)

After that you have to determine, whether it is long term gain, taxed only at 15%, or ordinary income. You do that by looking at the original purchase date of the old company. If it was bought more than 12 months before the merger or acquisition, you have a capital gain. Otherwise, it is a short-term gain, taxable as ordinary income unless you have capital losses to offset it.

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The NFL began an NFC and AFC in the 1970 season. The three NFL teams that 'moved' to the AFC were the Baltimore Colts, Pittsburgh Steelers, and Cleveland Browns.

AFC East: Baltimore Colts

Miami Dolphins

New York Jets

Buffalo Bills

Boston Patriots

AFC Central: Cincinnati Bengals

Cleveland Browns

Pittsburgh Steelers

Houston Oilers

AFC West: Oakland Raiders

Kansas City Chiefs

San Diego Chargers

Denver Broncos

CS + UCS - UCR CS - CR

1) MG and Rover's merge

2) Citibank and Traveler's merger = "Citigroup.

3) Airtouch + Vodafone's merger = "Verizon" -- actually worked out OK for both companies.

1)Horizontal mergers: The consolidation of firms that are direct rivals--i.e. firms that sell substitutable products or services within the same geographic market. 2)Vertical Mergers: The consolidation of firms that have potential or actual buyer-seller relationships. 3)Conglomerate Mergers: Consolidated firms may share marketing and distribution channels and perhaps production processes; or they may be wholly unrelated. 4)Congeneric mergers occur where two merging firms are in the same general industry, but they have no mutual buyer/customer or supplier relationship, such as a merger between a bank and a leasing company. Example: Prudential's acquisition of Bache & Company.

by two companies joining each other creates peace amongst the two and if it moves by chain reaction theres peace with in the globalization

The biggest merger of all time is the America Online and Time Warner merger. The merger is valued at $186.2 billion dollars.

Standard grade: $175

* Incompatibility of top management * Clash of corporate cultures * Operational problems * Increased business complexity * Loss of organizational flexibility * Antitrust implications * Employees may be resistant to change Remember, the term merger and acquisition are often used interchangeably however they mean something very different, and thus will have their own specific advantages and disadvantages. In a merger, two companies combine or we could say marry-up on a so called equal basis. In an acquisition, one company buys out the other.

1..high speed access to resources 2...avoide barrier to entry 3..less reaction from competitor 4...it can block competitor 5...realitive price earning ratio r effected 6... asset valuation

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Leveraged Buyouts and Management Buyouts Private equity firms like the Carlyle Group, Kohlberg Kravis Roberts (KKR) and many others have made huge returns for investors through buyouts. Using financial engineering and a lot of debt these firms buy companies with little money down. While these types of transactions create spectacular returns for investors, they often shortchange the seller and management teams that drive the business. Thankfully, owners and managers can use these same financial tactics to buy and sell their business and have the benefit accrue to them. How Most Buyouts are Done Private equity firms do hundreds of buyouts a year. Their typical approach is to offer to buy a controlling stake in a company using leverage they obtained from banks based on the financials of that company. Often times these firms commit very little of their own money to purchase the business. With little cash invested, these deals create spectacular returns for the buyout firm. Buyout firms also collect large fees up front, as well as additional advisory fees while operating a company they've acquired, and a big share of the investment profits. The average annual management fee to do business with a private equity firm is about 1.5% to 2.5%. The average share of profits is about 20%. While buyout firms give management ownership, it's usually less than 20% of the company. This type of buyout is the most common and is typically called a Sponsored Leveraged Buyout, where the equity player is the "Sponsor." Non-Sponsored Management Buyouts For financially healthy businesses, there is another approach that utilizes the same financing techniques but management gains operating control. In fact, management can end up owning 85% to 100% of the Company depending on the situation. These types of buyouts are called Non-Sponsored Leveraged Buyouts. Keys to Non-Sponsored Buyouts The process of completing a non-sponsored management buyout is pretty much like any other kind of business financing. The key requirements for a successful non-sponsored buyout include: Quality Company and Team - An ideal situation is for the buyer(s) to already be running a profitable business. Common situations would be a CEO that buys a company from a passive owner or a limited partner buying out his or her majority partner(s). The key is for would-be lenders or investors to have confidence in the management team once the owner walks about the door. Our experience encompasses helping managers and minority shareholders execute non-sponsored buyouts that realize control of the business while allowing them to create significant value. Proactive Management - Many prospective buyers never ask for the opportunity to buy their owner's business. Many are reluctant because they are unfamiliar with the process or believe they can't qualify for financing. Interestingly, it's the financials of the company, not the individuals that drive the ability to perform a non-sponsored buyout. The best way to start such discussions is to informally ask if the owner is open to discussing it. Once you get a 'yes' (even a tentative 'yes'), more homework can begin. Agreement on Purchase Price - Agreeing on a purchase price can be as complicated or as simple as both parties want to make it. Still, most small to mid-sized companies are valued at a multiple of between 4 to 7 times cash flow (commonly called 'EBITDA' - for earnings before interest, taxes, depreciation and amortization). As an example a company that makes $2 million a year EBTIDA would be worth $10 million at a 5 multiple (5X). Knowing this, the most direct way to get a price is to ask the owner their price. Any purchase price within a 4 to 7 range will probably work. In fact, our experience has shown buyers will end up owning more through a non-sponsored buyout than a sponsored buyout even if they have to overpay some in order to buy the company. Understanding of Financing Options - Most companies know they can get debt from banks and equity from buyout funds. However, a there are a variety of lesser known funding sources such as subordinated debt lenders, insurance companies, corporate development companies, hedge funds and other specialty lenders that will lend beyond a traditional bank. These are the same institutions that buyout firms use. Depending on the economic climate many of these firms will lend up to and sometimes over 4 times cash flow (EBITDA). uyout Math: Putting it all together following the math here, if a buyer purchases a company for $10Million (5X EBITDA) and can borrow $8Million (4X EBITDA) they end up owning 80% of the Company. Owners are satisfied because they get cash up front with no recourse. Buyers like it because they get control. Also, most of these specialty lenders do not require personal guarantees limiting the downside risk to new owners. Over time the owner's remaining interest can be bought out, often at a higher valuation. Most important, the value to all parties is directly driven by the buyer's performance rather than financial engineering by outside investors. .

the combination of two or more firms involved in different stages of producing the same good or service

Whether acquiring another company is advantageous in business depends on a wide range of factors unique to each situation. However, important considerations include how the acquisition would affect market share, efficiency, tax liability, and working conditions for employees.

beacause yes