Synopses & Reviews
Corporate restructuring helps companies address poor performance, pursue new strategic opportunities, and attain credibility in the capital market. It can also have a huge impact on a company's market value, often in the billions of dollars. But how does a corporate restructuring actually get done? How do the related bankruptcies, mergers and acquisitions, spin-offs, and buyouts affect creditors, shareholders, and employees? What are the options, issues, trade-offs, and conflicts?
In Creating Value through Corporate Restructuring: Case Studies in Bankruptcies, Buyouts, and Breakups, Harvard Business School professor Stuart Gilson answers these and other questions by providing a rare inside look at thirteen of the most controversial and innovative restructurings of the past decade. Based on interviews with executives, investment bankers, attorneys, investors, and other key participants in the restructurings, Creating Value through Corporate Restructuring will provide you with unique insights and data not available elsewhere.
Developed over an eight-year period at the Harvard Business School, these intensive cases from the United States, Canada, Germany, and Thailand explore:
* Corporate bankruptcy reorganization, debt workouts, and "vulture" investing
* Equity spin-offs, tracking stocks, and asset divestitures
* Employee layoffs and corporate downsizing
* How companies allocate value and when a corporation should "pull the trigger"
You'll read about the massive downsizing of Scott Paper Company under "Chainsaw" Al Dunlap, the employee buyout of UAL Corporation (parent of United Air Lines), USX's pioneering tracking stock offering, Continental Airlines' second trip through Chapter 11 bankruptcy court, and the merger of Chase Manhattan and Chemical Bank. You'll get inside information on handling mergers and acquisitions, highly leveraged transactions, debt restructurings, equity spin-offs, negotiated wage givebacks, employee stock buyouts, and changes to employee benefit plans.
Professor Gilson offers a rare glimpse into the events and personalities involved in the dramatic restructuring of thirteen companies-including Alphatech Electronics Pcl (Thailand), Humana Inc. (USA), The Loewen Group (Canada/USA), and FAG Kugelfischer (Germany). Whether you're a finance professional, institutional investor, manager, educator, or student, this book gets you as close as you can get to these major deals-without having made them yourself.
Review
"With the number of corporate bond defaults up sharply over the lows of the middle-to-late 1990s, Creating Value through Corporate Restructuring: Case Studies in Bankruptcies, Buyouts, and Breakups (John Wiley & Sons, Inc.) is reaching the market at an apt moment. The book, which is written by Harvard Business School Professor Stuart Gilson, employs the case study method to examine the restructuring of the claims of creditors, shareholders, and employees. Of greatest interest to high yield and distressed investors is the section on financial distress, which studies such familiar companies as Continental Airlines, Flagstar Companies, The Loewen Group, and National Convenience Stores. Gilson also provides a market survey of distressed investing, exploring such nuances as prepackaged bankruptcy, "bondmail" (gaining control of a class of debt to block approval of a reorganization plan), exit strategies, tax issues, and disqualification of votes on a bankruptcy reorganization plan. Creating Value through Corporate Restructuring also addresses company overhauls that occur outside the context of potential or actual bankruptcy. Techniques include issuance of tracking stock, spin-offs, layoffs, plant closings, revisions of employee retirement benefits, and mergers. Gilson maintains a global perspective, incorporating cases not only from the United States, but also from Germany and Thailand."-- High Yield, a Merrill publication by Marty Fridson
"... Stuart Gilson, of the Harvard Business School, has managed to write a book important to everybody in the distressed market that is also quite enjoyable. His prose is fluid and succinct and a pleasure to read. . . The text covers 13 corporate restructurings focusing on debt workouts, vulture investing, equity spinoffs, tracking stock, asset divestitures, employee layoffs, corporate downsizing, M & A, HLTs, wage give-backs, employee stock buyouts, and the restructuring of employee benefit plans. . . . this is an especially valuable text for anybody working in the distressed market." (Turnarounds & Workouts Magazine, Review by David M. Henderson)
Gilson's book provides a meaningful framework for analyzing any restructuring and a guide to various tools and additional references....Detailed exhibits at the end of each chapter provide the hard, quantifiable financial and industry data that management and stakeholders must interpret to plan, negotiate, and execute a restructuring. The exhibits are especially insightful and provide examples of alternatives for presenting relevant factual information on complex restructurings. (The Journal of Corporate Renewal)
Review
"Gilson reminds readers that the devil is truly in the details, filling the 516-page text with real and specific financial data, flow charts, and statistics to illuminate each case. A portable version of Gilson's course, Creating Value through Corporate Restructuring gives readers the chance to learn the intricacies of this increasingly critical management process in today's volatile business climate." (The Harvard Business School Bulletin, December 2001)
?The information provided in Gilson?s book is the next best thing to being there. For those of us who are outside the major industrial and business centers and deal with smaller corporate bankruptcies, the book provides a useful source of information for creative solutions. The level of detail in the book is exceptional. . . . Gilson gives a sense of the maneuvering that occurs behind the scenes in every workout and bankruptcy case.? (American Bankruptcy Institute Journal)
Synopsis
Praise for Creating Value through Corporate Restructuring
"A helpful reference guide for managers facing the complex operational and financial issues raised in today's competitive environment. Gilson's case studies provide a real-world context against which corporate leaders can plan their restructuring strategies."-Arthur B. Newman, Senior Managing Director, The Blackstone Group
"Stuart Gilson's analytical case studies have demystified the battle of enterprise valuations in financial distress and buyout situations. It is a must-read for understanding the restructuring and buyout arena. I highly recommend this book."-Harvey R. Miller, Senior Partner and Chair of the Business, Finance, and Restructuring Department, Weil, Gotshal & Manges LLP
"The economically pivotal process has never before received such a rigorous and well-rounded treatment. Gilson goes far beyond the legal framework of bankruptcy resolution to show how industry-specific factors, conflicting creditor claims, and negotiating stratagems all determine a financially strained company's fate. Readers of Creating Value through Corporate Restructuring will gain wisdom that could otherwise be obtained only through many years of direct experience in the field."-Martin S. Fridson, Chief High-Yield Strategist, Merrill Lynch & Co., Inc.
"Creating Value through Corporate Restructuring ably describes the importance and difficulty of designing, executing, and marketing restructuring strategies. The case study format offers the reader an inside look at the real world of corporate restructuring. With this book, Gilson provides a useful blueprint for tackling restructuring challenges."-Jay Alix, Founder and Principal, Jay Alix & Associates
"Stuart Gilson has created a much-needed book for practitioners and professors alike. It should be required reading for MBA and PhD students who need to understand corporate reorganization and crisis management."-Sanford Sigoloff, Chairman, President, and CEO, Sigoloff & Associates, Inc.
Please visit our Web site at www.wileyfinance.com
Synopsis
Stuart C. Gilson (Boston, MA) is an Associate Professor at Harvard University and a widely acknowledged expert on corporate restructuring. He has studied and published on the intricacies of both domestic and international corporate restructuring.
Synopsis
A collection of case studies illustrates real-world techniques, implementation, and strategies on corporate restructuring
Over the period 1981-1998, public companies with combined assets of over half a trillion dollars filed for Chapter 11 bankruptcy. Over the same period, over 400 public companies underwent corporate spin-offs, divesting businesses valued at more than $250 billion. Each of these companies, and all of these dollars, were in some way or another involved in corporate restructuring. Gilson's cases studies have been used extensively in executive programs and are perfect tools to refer to when faced with real-world corporate restructuring issues.
Stuart C. Gilson (Boston, MA) is an Associate Professor at Harvard University and a widely acknowledged expert on corporate restructuring. He has studied and published on the intricacies of both domestic and international corporate restructuring.
About the Author
Stuart C. Gilson is a professor at Harvard Business School and a widely acknowledged expert on corporate restructuring. His research on domestic and international restructuring has been extensively published and cited in numerous national news and business periodicals. In 1996 he won the prestigious Graham and Dodd Award for his article "Investing in Distressed Situations: A Market Survey." In 1999 and 2000 he was named one of the nation's top ten bankruptcy academics by Turnarounds and Workouts magazine.
Table of Contents
INTRODUCTION.
Corporate Restructuring: Challenges and Opportunities.
RESTRUCTURING CREDITORS' CLAIMS.
The Loewen Group Inc.
National Convenience Stores Incorporated.
Continental Airlines--1992.
Flagstar Companies, Inc.
Alphatec Electronics Pcl.
Investing in Distressed Situations: A Market Survey.
RESTRUCTURING SHAREHOLDERS' CLAIMS.
Humana Inc.: Managing in a Changing Industry.
USX Corporation.
Donald Salter Communications Inc.
RESTRUCTURING EMPLOYEES' CLAIMS.
Navistar International.
Scott Paper Company.
FAG Kugelfischer: A German Restructuring.
Chase Manhattan Corporation: The Making of America's Largest Bank.
UAL Corporation.
Appendix A: Closing the Value Gap: A Simple Framework for Analyzing Corporate Restructuring.
Appendix B: Valuing Companies in Corporate Restructurings: Technical Note.
Index.