MEMORANDUM
To Apex Investment Partners:
According to my analysis of the Accessline’s proposed term sheet, I do not believe that Apex would serve its own interests, or those of its investing partners, by investing in Accessline according to the terms proposed. By investing at the proposed valuation, according to the proposed control and incentive structure, Apex would be shouldering a disproportionate share of the risk should Accessline fail to meet its performance targets, or require fresh inflows of capital from future investment rounds. Nor can Accessline take the sort of steps necessary to protect its investment in the case of management failure.
Should Apex make a counter-offer, I would suggest the following terms:
…show more content…
First and foremost, Apex must insist on the right to elect one director to the board. Series A investors already have one seat, and the current voting clauses allow Series A to effectively retain control of decision making by requiring 2/3rds majority for many key decisions. Should future funding rounds be required, those investors may insist on seats on the board.
Apex must remove antidilution protection from employee shares, as this removes a significant incentive for employees and management to reduce Accessline’s burn rate. However, as Series A investors retain a veto over the deal, their shares must be allowed to retain anti-dilution protection. Additionally, we may propose a point at which additional investment rounds (above and beyond $32m of fresh capital) would cause dilution of ESOP shares at an accelerated rate.
Dividends should be made cumulative and issuable upon a liquidation event or an IPO. Such dividends may be converted, if the holder desires, to common shares. This will encourage management to seek a quicker exit.
Liquidation preference must be strengthened in other ways. In my opinion, the current arrangement allows management and employees to receive unjustified returns in the case of a liquidation. I suggest a ratio of 1.5 times the Series B purchase price, applicable to Series A shares, with the remainder to be
Key Issue 2: Is $1b appropriate to enhance UST’s firm value and ultimately shareholder value?
What is the analogous for-profit statement called? What are the main sections of the statement of operations?
A unique part of the ACM strategy was the need for unanimous firm agreement upon the industry or market before individual companies were considered for investment. This was based on the premise of top down analysis, meaning that only when market or industry based analysis showed potential for a discontinuity based investment would further research be conducted to find viable target companies. In addition, the inclusion of a Discontinuity Roundtable, consisting of twenty industry experts and observers that periodically met with the ACM partners to identify and discuss market discontinuities, provides a comprehensive and systematic approach to identifying investment opportunities in the market, and makes ACM more attractive as an investment partner.
In April 2000, Ford Motor Co. announced a shareholder Value Enhancement Plan (VEP) to significantly recapitalize the firm's ownership structure. Ford had accumulated $23 billion in cash reserves and under the VEP would return as much as $10 billion of this cash to shareholders. In exchange for each share currently held, the plan would give stockholders one new share plus the choice of receiving $20 in either cash or additional new Ford common shares. Shareholders electing to receive cash would be taxed on these distributions at capital gain rates. Among other things, the plan provided a means for the Ford family to obtain liquidity without having to dilute their 40% voting interest (even though they own
As part of the P4P program McKesson developed a model that utilize the value-based reimbursement incentive process to combat taking a progressively more aggressive risk-based contracts. In this model there are pros and cons in which
6. If the company decides to go ahead with the targeted stock issue, what specific provisions or features should the stock include to ensure maximum value creation? How closely would you model USX’s targeted stock on GM’s alphabet stock?
5. What capital structure would you recommend as appropriate for AHP? Are there any other sources of value, (other than the tax benefits), to AHP’s shareholders from a leverage increase? What are the disadvantages of leveraging this company?
2. Analyze Structured Navigation. Is this a valid measurement of progress in early stage investing? Could such a program ever be a hindrance to company development?
A firm may preempt the expansion of competitive firms by using an expansionist capacity strategy and announcing a large capacity expansion.
This exam consists of 33 multiple-choice questions. Enter your answers on the Answer tab of the Excel spreadsheet that has been provided. (The worksheet tabs are located at the bottom of your worksheet.) Put your calculations on the Calculations tab as evidence of your work. Your calculations will be used as evidence of your independent work only and will not be used for partial credit for incorrect answers. Change the Excel file name to include your name (i.e. “SmithJMidtermExam”) and submit it in the appropriate assignment folder in your WebTycho classroom before the end of the exam period. Submit only your answer sheet.
On the occurrence of any liquidation, dissolution or winding up of the Company, the Series A Preferred shareholders will be entitled to receive, in preference to the ordinary shareholders, an amount equal to US$2 per share plus any accrued but unpaid dividends. If any sums remain after such payment, they will be distributed to all shareholders on an as converted basis.
4. Weak protections: Apex needs stronger protections than AccessLine suggested. AccessLine suggested right to refuse converting preferred shares to common stock if IPO was completed under a certain value. But Apex require stronger protection of directly raising the price to support going public and right to refuse on future funding.
Since Ford management believe that the share prices were undervalued in the past few years, the implement of VEP is an effective approach to buy back part of its outstanding stocks, which is sim-ilar to share repurchases. For Ford management and family members, they are able to strengthen their control of the company. If all the Class B shareholders retained their stocks and all the $10 billion cash was disbursed to other shareholders, the percentage of Class B share would increase from 5.8% to 7.04%, and their 40% voting power will be further consolidated.
Within this case analysis, we will examine Autozone's stock repurchasing program, as well as the mechanics behind it and the benefits it provides to the firm. Additionally, this report will analyze the alternative operating cash flow options Autozone should consider, detailing the benefits and costs of each option. A comprehensive examination of these operating cash flow alternatives will be presented, allowing for the determination of the most viable alternative for the use of Autozone's operating cash flows.
Summit Partners proposes to FleetCor Technologies (later preferred as “FleetCor” or the “Company”) an investment into FleetCor for the total amount of $44.9 million in return for a post transaction ownership of 54.2% in the “Company” and coming down to 46% ownership in the company after newly created stock options for management equivalent to 15% ownership in the company has been completely executed and fully diluted. This investment is in the form of convertible preferred stock with an 8% accrued interest, compounding annually. As the transaction come through, Summit’s prefer stock will be treated equal-footing in