Initial Evaluation

Four questions need to be answered at the initial evaluation of corporate restructuring:

1. What is happening?
2. Why is it happening?
3. Is it material?
4. When is it happening?

The first two questions can be answered by reading the issuer’s conference call transcripts, press releases, and security filings. The analyst uses the information gathered to interpret the issuer’s motivation and action. For the third question on materiality, the analyst must focus on material changes and the most impactful announcements. Materiality can either be defined by size or fit. An issuer’s value, financial position, and cash flow are likely to be affected by a large restructuring. For restructuring, like acquisitions that involve a transaction, a good metric would be the issuer’s enterprise value relative to the value of the transaction. For restructuring, such as cost restructuring, where no transaction is involved, the scale of the intended action is considered material. A rule of thumb is that an acquisition is considered large if the total transaction value exceeds 10% of the issuer’s enterprise value before the acquisition.

An analyst should evaluate how the current structural change fits into their expectations of the issuer, previously announced strategies, and earlier actions. The equity price returns on the announcement day are used to evaluate all types of restructuring. On announcement day, a negative stock price reaction to the merger announcement is presumed to decrease value. However, empirical research has shown no correlation between stock price reaction on announcement day and transaction outcomes.

When evaluating time, the announcement, transaction, and completion timeline may take years. The effects of revenue, cash flow, and expenses are consolidated in the acquirer’s financial statement at the date of completion. Note that the complexity and size of the transaction determine the timeline. Regulatory, shareholder, and creditor approval also contribute to the increased uncertainty in timing.

Question

Which of the following is least likely to affect the timing of a restructuring action?

1. The release of the issuer’s securities filing.
2. The size of the transaction.
3. The complexity of the transaction.

Solution

The correct answer is A.

The issuer’s securities filing only informs us if a restructuring is about to occur.

B and C are incorrect. A transaction’s size and complexity affect the timing of a restructuring.

Reading 21: Corporate Restructuring

LOS 21 (b) Explain the initial evaluation of a corporate restructuring.