Case Analysis Essay examples -- Business, IBM

Introduction IBM provides services, software, and systems to clients across throughout the world. During the transformation to a global corporate enterprise, IBM maintained its core values and principles. As a leader in the industries in which it serves, IBM entered its second century in business dedicated to its culture of fairness and corporate citizenship. IBM utilizes a consistent approach to technology and innovation, and has a positive impact on the communities in which it operates. IBM is passionate about social responsibility, interested in making a positive change in society, and is making a profound difference throughout the world on global issues such as AIDS, cancer, education, and hunger (Kanter, 2011). Why is IBM interested in creating â€Å"even bigger change† in society? Organizations of today are experiencing increased pressure from government, employees, and competitors to take an active role in environmental, social, and government issues on topics from climate change and many more, in their supply chain. To address these concerns organizations have developed corporate social responsibility and sustainability initiatives. These efforts are necessary to sustain a long-term ability to create shareholder value, while providing critical benefits to society (Bonini, Koller, & Mirvis, 2009). Effective organizations fully understand the global communities in which they exist and do business. Acquiring this knowledge requires a deeper level of engagement and comprehensive interaction with public, private, and voluntary institutions within community. As a progressive organization, IBM realizes there is a close link between its core values and sustainability and its strategy and purpose. Its corporate... ... IBM understands that community and business must be one for mutual benefit and long-term success. Effective corporate citizenship is a by-product of engaging corporate values to that of its people, which will be more meaningful and longer lasting in the end. References Bonini, S., Koller, T. M., & Mirvis, P. H. (2009). Valuing social responsibility programs. Mckinsey Quarterly, (4), 65-73. Kanter, R. M. (2009). IBM in the 21st Century: The coming of the globally integrated enterprise, Harvard Business School Kanter, R. M. (2011). IBM’s Values and corporate citizenship. Harvard Business School. Retrieved from http://hbr.org/product/ibm-values-and-corporate-citizenship/an/308106-PDF-ENG Ofori, D. F., & Sokro, E. (2010). Examining the Impact of Organisational Values on Corporate Performance in Selected Ghanaian. Global Management Journal, 2(1), 52-65.

Henry VI and the Wars of the Roses Essay -- The Wars of the Roses Essa

From his fifteen year minority to the inept rule of the rest of his reign, Henry VI was a "child", at least as far as governing ability was concerned. The period of his minority and the time that he was the titular king laid the groundwork for the Wars of the Roses. Had Henry been an intelligent king, with at least some political acumen, and the ability to win the respect of his nobles, their may have never been any Wars of the Roses. But his weakness in allowing government by favorites and governing foolishly on his own, at the very least directed his country down the road to a bloody civil war. Henry VI was born on December 6, 1421, and became king of England on September 1, 1422. Problems began almost immediately, though these problems were not seen as such at the time. First, the power of the monarch, instead of being entrusted to one man, was given to a council of magnates. Though it is likely that Henry V included a clause in his will appointing his brother, the Duke of Gloucester, regent, nobles whose powers had been curtailed by Henry V seized the opportunity to regain their lost power. They claimed the precedent of Richard II's minority (Storey, 30) to support their actions. Though the council did rule fairly on the whole, it created a problem. Later in Henry VI's reign, factions ruled the government and the monarch suffered from a lack of cohesive central authority. Nobles who had taken power were reluctant to give it back, causing a spreading out of the king's pwer. Henry's powers as monarch were not kept whole and in trust for him (Storey, 30) so that even had he been a strong king, it would have been difficult for him to control the situations that were to occur. One immediate effect of the council system was to ke... ...families siding for and against the king. Had Henry understood politics, he would not have agreed to ceding Anjou and Maine. If he had known how to govern, he would not have revealed the weakness of his government by handing out pardons to every hard-luck story he heard. In short, had Henry VI even an inkling of how to rule, the Wars of the Roses would not have happened. Works Cited Gillingham, John The Wars of the Roses, Louisiana State University Press, Baton Rouge, 1981. Smith, Lacey Baldwin, This Realm of England, D.C.Heath & Company, Lexington, Massachusetts, 1992. Storey, R.I. The End of the House of Lancaster, Stein & Day Publishers, New York, 1967. Works Consulted Gormley, Larry. â€Å"Wars of the Roses: Battles of the Roses.† n.d. Web. 23 Jan. 2010. Hicks, Michael. The War of the Roses 1455-1487. New York: Routledge, 2003. Print.

Ethical Decisions Essay

The purpose of this paper is to demonstrate how a salesman, Joe Smith, uses the common good approach to make an ethical decision in making a possible uniform sale between UWEAR and Peninsula Hotels, Bill Batesman, CEO. Joe Smith has been reprimanded the year before when he signed the contract with Peninsula Hotels because the price he offered was so low. He has to bid so low because his competitor THREADS4U was a very shrewd bidder (Virtual Classroom-CTUO). This year the competitor, THREADS4U has offered Bill Batesman a 10% less bid than Joe Smith, UWEAR. Bill and Joe have also gained a personal friendship as they have done business with each other. Bill is considering to take the discounted bid with THREADS4U and Joe is desperate to save the contract with Peninsula Hotels. The contract with Peninsula Hotels is over 50% of Joe’s sale’s territory. He needs to gain approval from the management team with UWEAR to discuss the negotiations allowed (Virtual Classroom-CTUO). Who are the stakeholders in this situation? Stakeholders are those individuals, group or organization that has interest or concern in an organization. They can affect or be affected by the organization’s actions, objectives and policies. Not all stakeholders are equal. A company’s customers are entitled to fair trading practices, but they are not entitled to some consideration as the company’s employees (Business Dictionary, 2013). The stakeholders involved within this sales contract between Joe Smith and Bill Batesman are Joe Smith, salesman, management team, and employees of UWEAR. What are the responsibilities of each stakeholder to the company? Joe’s responsibility as a sales person is to secure business which adds to the company’s viability. The management team is to take the income for the business and insure profitability so employees can be retained and for shareholders to receive dividends (Clawson 2012). Employees have the responsibility of completing tasks assigned to insure quality and viability for the company. Four ethical responsibilities for each stakeholder. Joe’s ethical responsibility is to represent the company with a professional and ethical attitude. He is to make an ethical business decision based on the common good for viability of the company. He should use the common good ethical theory as a basis for all a sales decisions, as each sale affects the entire community of the UWEAR. He has a responsibility to share all necessary items that could factor the sale in a positive or negative manner (MUSE, 2010). The management team of UWEAR has the responsibility to organize the policies for all ethical decisions made by all employees. They should set projections to meet budgeted revenues to run the company. They are responsible to control expenditures for the company to reach projected profit (Watkins and MUSE). The management team has an ethical decision to work to peak performance to meet the ethical goals for the company. The employees are responsible for completing the task assigned to see that the company is profitable. They are to meet their job description according to the company’s standards. They are to represent the company with a professional and ethical attitude, as well. Employees need to realize all they do is for the common good of the company. Responses of Stakeholders Each stakeholder should respond with keeping the common good theory as a focus to obtain the goals as a team. Joe needs to understand ethics are about making choices that may not always feel good or seem like they benefit you, but are the right choices to make. They are the choices that are examples of model citizens and examples of the golden rules (Curry). His decision involves the entire business of UWEAR as all employees are looking at possible cuts and layoffs due to economic strains after a merger between UWEAR and PALEDENIM. The management team should respond as having the main focus of making profit for the company to meet the day to day expenses needed to run the company. As the employees should be concern by making sure the tasks assigned to make the product/items sold by UWEAR is presentable with quality for Joe to sale, as well as, the customer service provided after the sales contract is obtained. Joe’s proposal and support for proposalJoe needs to propose to the management team after merging with PALEDENIM there are additional items of a different quality he could offer to Peninsula Hotels and still be able to offer a reasonable quote. He needs to support his proposal by showing a list of additional items compared to last year’s contract UWEAR now offers at a lower cost, but feels Bill Batesman would be satisfied with the quality of uniform and product. He can inform them he has spent quality amount of time getting to know Bill since the contract is 50% part of his sales region. Spending this quality time with him has opened opportunities to discuss items further and you feel Bill would see the items as a positive means to and could show him how he could save. He could also, look at the turn-around-time of how the time of purchase compared to competitors meeting the same time of delivery, etc. Joe needs to demonstrate how a lower price could open other doors for new business which would could mean he would expand just by making an offer to Peninsula Hotels. Conclusion Joe, the management team, and employees of UWEAR need to build a program in how to deliver a common good as a team using ethical decisions. Each member of UWEAR needs to be aware of the policies of the company and meet the requirements within each department so profit can be the main goal for the company. If all parties have the common goal of profitability, in reality means quality of product and service, as well, even though it is managed by the management team Joe could obtain sales beyond Peninsula Hotels. Peninsula Hotels may be offered a lower price, but could mean Joe Smith needs to obtain additional clients to meet the profit goal set by management of UWEAR. The new merger could be what the public is looking for, but the company needs to have a reputable client to build a quality reputation for UWEAR. References Business Dictionary, 2013. http://www.businessdictionary.com/definition/stakeholder.html. Web Finance, Inc. Clawson, James G. (2012). Level three leadership: getting below the surface. (5th ed.). One Lake Street, Upper Saddle River, New Jersey: Pearson Education, Inc. Curry, Myron. Business Ethics Article: Ethics in the Workplace. http://www.business-arketing.com/article-businessethics.php My Unique Student Experience, M.U.S.E. (2010). Theories and Ethics. Approaches to Ethical Decision Making. Colorado Technical University Online. https://campus.ctuonline.edu/ courses/INTD670-X/p1/hub1/9206.pdf. Career Education Corporation. My Unique Student Experience, M.U.S.E. (2010). Theories and Ethics. Manager as a Leader. Colorado Technical University Online. https://campus.ctuonline.edu/courses/INTD670-X/p1/hub1/9206.pdf. Career Education Corporation. Virtual Classroom, 2013. INTD670-1303B-03, Leadership and Ethical Decision Making. Dr. Edward Goold. Colorado Technical University Online. Watkins, Michael D. (2009). Harvard Business Review: How Managers Become Leaders. June, 2012. Vol. 90 (6). pp 64-72.

Managerial Economics and Business Strategy

Dr. David J. St. Clair Managerial Economics and Business Strategy 3551 #6 Answers – Summer 2012 1. What type of evidence did Dupont introduce in its plastic wrap trial that proved decisive in its acquittal? __ It brought in cross elasticities to show that there were many substitutes for plastic wrap. It then argued that the market had to be defined to include all substitutes. This broadened the definition of the market to the point where DuPont’s market share was small. ___ 2. What had Alcoa done that made the judge find it guilty of being a monopoly? It had a market share above 90%_. Did the judge rule that Alcoa was a â€Å"dirty† firm? _ No ___ 3. Why did the verdict in the U. S. Steel antitrust case confuse everyone? __ U. S. Steel was ruled to be â€Å"reasonable† under the courts â€Å"Rule of Reason† doctrine. This was confusing because the company had a notorious reputation for price fixing and uncompetitive practices __ 4. Bill Gates took a very aggressive approach to dealing with the Justice Department in the Microsoft case even though Microsoft had an â€Å"Alcoa Problem. † What was Microsoft’s â€Å"Alcoa Problem? ___ Microsoft had a large market share approaching the 90% threshold established in the Alcoa case ___ 5. When something is illegal â€Å"per se,† what does this mean? __ The government only has to prove that you did it; motive or intent does not matter ___ 6. What was the remedy in the Standard oil and American Tobacco cases? __ divestiture (i. e. , the companies were broken up) ____ 7. What, according to Andrew Carnegie, was destructive competition? ___ excessive and ruthless competition among big firms that eliminated profits but not competitors __ 8. When we were discussing oligopoly, we referred to the two faces of oligopoly.Which face of oligopoly was Carnegie referring to in his discussion of ‘destructive competition? ’ the non-cooperative, extremely competitive r ivalry _ 9. What does the Hart-Scott-Rodino Act require? ___ pre-merger notification and approval by the Justice Department and the FTC ____ 10. What is a tying contract (or agreement)? __ a firm refuses to seel product that you want unless you also buy one of the firm’s other products ___ 11. The Sherman Act was short and sweet. It outlawed two things. Identify both: a. ___being a monopoly ______________________ b. ___trying to become a monopoly __________________________ 2. Which antitrust act made vertical market foreclosure a violation of antitrust laws? __ the Celler-Kefauver Act __ 13. What was the reason why the European Union blocked the merger of GE and Honeywell? __ It violated the EU’s â€Å"portfolio power† doctrine __ 14. What is a â€Å"soft loan? † ___a government loan that is never going to be paid back; a disguised subsidy __. Why have many American economists likened â€Å"portfolio power† to a soft loan? ___They argue that portfo lio power is a disguised protectionist policy masquerading as an antitrust policy___ 15. What was IBM’s defense in its mainframe computer antitrust case? _ It challenged the government’s narrow â€Å"large main-frame computer† definition of the relevant market ___ 16. What was DuPont convicted of in the GM case (be specific). ______ vertical market foreclosure ____ 17. What precedent did the Pabst Brewing case set? __if the market is a local, then the relevant market must be local ____ 18. What precedent did the Staples/Office Depot case set? ___the Justice Department or the FTC can disallow a merger based on the anticipated price and competitive consequences ________________ 19. What happened to U. S. antitrust policy following the E. C. Knight case? __ as a consequence of the E.C. Knight case, antitrust laws did not apply to manufacturing and there was a wave of mergers in the manufacturing sector __ 20. In the 1890s, German courts were taking a very different approach to cartels and antitrust. What did the German court rule in the pulp cartel case? __ cartel agreements were legally enforceable contracts; cartels were legal and socially beneficial ___ 21. What was Brown Shoe accused of in the Kinney Shoe antitrust case? ____ vertical market foreclosure _____ 22. What was the remedy in the Brown Shoe/Kinney Shoe Case? ____ The merger was disallowed and the two firms were separated _______ 3. What does the firm have to do in a consent decree? _ stop the offending practices without admitting guilty _. What does the Justice Department agree to do in return? ___ drops the case _ 24. Why do most firms prefer a consent decree to a trial, even when they feel that they are innocent? __ the case is quickly resolved and there is no conviction that can be used to expose the firm to civil suits seeking triple damages __ 25. Are interlocking directorates illegal per se? Yes. Is price fixing illegal per se? Yes 26. Are tying contracts illegal per se? Y es Is price discrimination illegal per se? _ No 7. How can the Justice Department and the FCC respond to a notification of merger filed under the Hart-Scott-Rodino Act? (Hint: they have three options. ) __1) approve; 2) deny; or 3) approve with conditions __ 28. English Common law became the basis for American Common Law. What dos the Common Law say about damages for parties injured by restraint of trade? ___ injured parties are can collect triple damages ____ 29. Which type of elasticity is often important in antitrust cases? _ cross elasticity __ 30. Why did the Justice Department allege that Microsoft was using a tying agreement or contract? ___The Justice Department alleged that Microsoft was tying the MS-DOS operating system to the purchase of its browser ___ 31. Bill Gates was rather arrogant and combative in dealing with the Justice Department in the Microsoft case. He seemed unaware of Microsoft’s â€Å"Alcoa problem. † What was Microsoft’s â€Å"Alcoa problem? † _________This is a duplicate question – see above____________ 32. How did IBM’s mainframe computer antitrust suit end? ___ the Justice Department dropped the case because the court was unlikely to accept its narrow definition of the relevant market ____ 33.Why was Microsoft accused of â€Å"vertical market foreclosure? † ___ Microsoft was accused of using its operation system monopoly (MS-DOS) to foreclose browser maker from the market ___ 34. Why was Nabisco giving up on its strategy of seeking to create a cracker of biscuit monopoly? __It was unable to eliminate competition, especially the competition of capitals __ 35. Why was Nabisco so open in its 1901 annual report about discussing its efforts to monopolize the cracker (biscuit) industry? __Because of the E. C. Knight Case, there were no antitrust laws in 1901 that pertained to manufacturing firms _ 6. In its 1901 annual report, Nabisco announced that it was giving up on its efforts at cre ating a cracker or biscuit monopoly. What was the company’s new strategy going to be? ____Nabisco was going to concentrate on making better products and creating a more efficient and competitive firm ___ 37. What did Liggett accuse Brown & Williamson Tobacco of doing in its law suit? (don’t simply say â€Å"of being a monopoly† or â€Å"violating antitrust laws†) ___Liggett accused Brown & Williamson of engaging in predatory pricing by selling it cigatettes at below Brown & Williams’ AVC______ 8. Under the Areeda-Turner test, predatory pricing is defined as a firm selling its product at a price ____below its average variable cost_____ 39. Was the Areeda-Turner test upheld (validated or confirmed) by the court in the Liggett vs. Brown & Williamson’s case? ___No, the Areeda-Turner test was replaced by the â€Å"recoupment test† ___ 40. What must a plaintiff (the one who files the law suit) do (show) in order to keep a predatory pricing law suit from being dismissed (thrown out even before it goes to trial) under the â€Å"recoupment test? ____The plaintiff must show that the defendant did have a reasonable chance of raising prices in the future to make up for, (that is, to recoup) its short term losses due to the low prices ___ 41. Does the recoupment test introduced in the Liggett vs. Brown & Williamson case make predatory pricing law suits more likely, less likely, or equally likely compared to the old Areeda-Turner test? ____less likely _____ 42. The courts have held that predatory pricing cases require a showing that a firm has reduced price below its costs. What is the relevant cost for this criterion? ________average Variable cost (AVC) _________ 3. Many economists have used the concept of â€Å"barriers to entry† in their criticism of predatory pricing antitrust laws. Explain their criticism. __Predatory pricing only makes sense if the firm can raise prices after using it to attain a monopoly and if it has barriers to entry that can keep new competitors out. However, if it had such barriers in the first place, it would probably not need predatory pricing. Predatory pricing does not give the firm the required barriers to entry, unless one envisions constant predatory pricing. But constant predatory pricing is nothing more than price competition. ___ 44.During the 1930s, large American cigarette companies faced competition from small cigarette companies offering new brands at 10 cents per pack. How did they meet and deal with this competition? __They resorted to predatory pricing, i. e. , they dramatically reduced their prices (in some case to below costs) in order to drive the new competitors out of the market ___ 45. Did the response of the â€Å"Big Four† tobacco companies to the challenge from the new 10-cent brands competitors in the early 1930s work? Why or why not? _the Four Majors were unable to drive out two competitors created by the 10-cent brand episode.They h ad a 91 percent market share before the episode and only a 69 percent market share after. Two formidable competitors emerged and the Big Four became the Big Six__ 46. What was the verdict in the 10-cent brands cigarette case? _____the major cigarette companies were found guilty of violating the antitrust laws______ 47. Was predatory pricing the government’s primary allegation against the majors in the 10-cent brands cigarette price wars? If not, what was the primary complaint? _the court focused primarily on the collusion among the majors to fix prices__ 48.What was the court’s remedy in the 10-cent brands cigarette case? ___the court fined the guilty parties and restricted their ability to communicate and work together ____ 49. Why do most economists argue that antitrust laws prohibiting predatory pricing are actually anti-competitive? ____ Most economists argue that antitrust laws prohibiting predatory pricing are actually anti-competitive because any firm that lower s it's prices to compete against it's market competitors are susceptible to being charged with predatory pricing, even when no such intent probably exists.Furthermore, filing an antitrust lawsuit related to predatory pricing is often abused and a convenient way for businesses to compete with their competitors without matching their competitors price cutting especially since antitrust laws concerning predatory pricing are sometimes difficult to distinguish from predatory pricing, market competition, and competitive business practices. __ 50. Suppose there are five (5) firms in an industry with the following market shares: 15%, 20%, 2%. 45%, and 18%. What is the Herfindahl Index for this industry? _______2,978_______. According to the 1992 Horizontal Merger Guidelines, how would this industry be classified? ___It would be classified as a ‘highly concentrated’ market. _____ 51. Ceteris paribus, would a merger that raised the Herfindahl index from 1900 to 1941 be likely to trigger interest by antitrust regulators? Why or why not? ____No, because while this market would be classified as ‘highly concentrated,’ the merger does not raise the HHI by more than 50 points and will therefore not trigger the interest of regulators. ___ 52. Ceteris paribus, would a merger that raised the Herfindahl index from 750 to 985 be likely to trigger interest by antitrust regulators? Why or why not? ___No, because a market with a Herfindahl Index below 1,000 is considered to be ‘unconcentrated’ and mergers in unconcentrated markets are unlikely to be challenged by regulators. _____ 53. Tying contracts are illegal per se under American antitrust laws. However, enforcing their illegal per se status has proven to be very difficult.What is the problem here? ___While tying contracts are illegal per se under antitrust law, there seems to be no way of getting around some tying during the course of routine business, e. g. , left shoes tied to right shoes , etc. This therefore introduces the element of intent and competitive consequences; two features that are not supposed to figure into illegal per se allegations. Currently, this problem is most pronounced in the practice of ‘bundling’ in high tech markets. ____ 54.In the YouTube video on Monopoly, what did Milton Friedman think was the primary cause of longer-lasting monopolies? ____government market restrictions ___________ 55. In the YouTube video on Monopoly, what did Milton Friedman think was the very best policy for dealing with monopolies and market power? ____free trade or measures to make trade more free and open _______ 56. In the YouTube video on Monopoly, Milton Friedman never mentioned or discussed Smith’s Formula. However, based on his comments, what do think his position would have been on our 200-year old question? __Friedman would definitely argue that markets had, if government leaves them alone, sufficient competition to make Smith’s For mula society’s primary line of defense against monopoly abuse. __ 57. What happened when Coca-Cola tried to introduce its new soft drink Peppo in the late 1960s? ____Dr Pepper sued for trademark infringement and Coka Cola had to change the name of the product to ‘Mr Pibb’. _____ 58. How did the FTC end up defining the relevant market in Coca Cola’s proposed acquisition of Dr Pepper? _The FTC took a very narrow view and defined the relevant market as the ‘pepper-flavored soft drink market’ __. How did the FTC rule on the proposed acquisition? __The FTC denied the request for merger approval. __ 59. Both the FTC and Coca Cola introduced Herfindahl Indexes in support of their positions in the proposed acquisition of Dr Pepper. What was the critical point on which the proposed merger was decided? ____The definition or scope of the relevant market ____

Belgacom Case Study

Belgacom Case Question 1 a) Why did the share price of Belgacom increase following the announcement of the acquisition? b) Why did the ratings of Belgacom drop (S&P) or put on negative watch (Moody’s)? a) As Belgacom secured the purchase of the remaining 25% share of Proximus it did not own yet, the share price of the Belgian company increased by 0. 92 % the same day and 9. 8% over the following month. An announcement can lead to pre-event abnormal returns as markets react to this information to get a premium.Investors will try to assess the increase in expected earnings and dividends. The impact of this assessment will depend on how the merger is done, how the transaction is paid, the sector it concerns, etc. However, according to market efficiency theories, overreaction on stock prices tend to disappear in the long-run and the price reflects the present value of expected returns. (FAMA, 1998) That being said, several reasons may explain this jump.First, we can underline the fact that this operation enables Belgacom to collect all the benefits of Proximus. Before the purchase, 25% of the earnings of Proximus were placed in minority interests, these were payable to Vodafone. After the operation, Belgacom owns 100% of the shares and can enter all the cash of its subsidiary in its accounts. It represents an increase of the future cash flow not only for the firm but also for its current shareholders, which will be comforted to receive more in the future or that their shares represent more cash.This is due to the decision of Belgacom to finance its acquisition by debt which doesn’t give ownership rights to the bond owners. Fig. 1: Evolution of Belgacom Share Price (2005-2008) Second, Belgacom was familiar with Proximus business as Belgacom (75%) founded the company with Airtouch (25%) in 1994, creating by this way the first mobile phone operator in Belgium. b) Unlike the market, rating agencies did not welcome positively this transaction: Moodyâ€℠¢s changed its outlook to negative and Standard&Poors downgraded Belgacom rating to A from A+. Moody’s xplained that it keeps Belgacom’s rating unchanged because according its methodology designed for GRI (Government-Related Issues), there is no change in Belgacom solvability. Moody’s GRI methodology use three inputs: the rating and the outlook of Belgium, the low level of default dependence and the medium level of support from the Belgian government. While there is no change in those inputs, there should be no change in Belgacom rating. That being said, several indicators lead the agency to wonder about the ability of the Belgian company to deal with its creditors.First, Belgacom announced a bunch of outflows for the months to come: just at the same time, Belgacom decided to sell its 5,8% stake in Neuf Cegestel to SFR: the outcome of the operation was EUR 187 million plus a share buyback (maximum 200 million) and a dividend in 2006 for EUR 100 million. Futhermo re, Belgacom decision to use its current financial stability and therefore weaken its debt ratios. As for Standard&Poors, the agency decided to downgrade the rating of the Belgian firm from A+ to A.S&P said this decision lies on the fact that the Belgacom debt will rise of about EUR 2 billion, making notably increase the debt/Ebitda ratio from 0,8 to 1,9. Moreover, its business in a competitive and liberalized market, as well as the decline of fixed lines market make fear for future results of the company. However, the outlook remains stable, that can be explained by the strong position of the company on the Belgian telecom market and its huge ability to generate cash. Question 2 a) Why was the acquisition financed by a bridge loan? ) What were the alternative financing sources? a) Bridge loans are short-term financial instruments usually used to lock-in a settled price( (frequent in Real Estate Market). This practice buys time for the deal maker to sort things out and to better str ucture its financing scheme. This seems to be the main rationale for Belgacom in this case. The management wanted to lock-in the price agreed on with Vodafone and as the deal was subordinated to the Belgian Authorities approval, it was more cautious to make it happen right away.Yet there is another way to see a bridge loan as a temporary expensive loan serving the purpose of being an intermediate financing mean for the company that benefits from it (Fabozzi, 1991). Later on, this bridge loan is reimbursed with more advantageous types of loans. was in fact a syndicated loan underwritten in order to finance an acquisition. As a matter of facts, the loan was made by several lending institutions called the mandated lead arrangers i. In the case of Belgacom, the company took a bridge loan for several reasons that are detailed below.The bridge loan e. BNP Paribas, Citi, Fortis, ING and JP Morgan. For the investment banks that underwrite the syndicated loan, the main interest resides in th e fact that they gain a fee. In this specific case, the bridge loan was arranged as a revolving credit instrument type. This meant Belgacom had to pay a fee plus interest expenses and can draw-repay-redraw as many times as needed. As said before, a first valid reason would be that the cash was needed quickly (maybe) and bridge loans are arranged more quickly.In any case it is in the best interest of the company (Belgacom here) to reimburse the bridge loan as quickly as possible because it is very expensive and the interest rate generally increases with the maturity. Moreover issuing corporate bonds takes time. In fact, there are four main steps to issue a bond in the bond market. First, there is the pre-mandate phase which aims to determine the funding needs or whether it is the right time to tap the bond market. Additionally, the currency has to be determined, the market as well plus the targeted investors.After that, comes the book building process which is one of the most importa nt tasks that consists of taking the orders from the investors. Then, a range for the coupon rate has to be determined and the amounts have to be allocated to the investors. Those steps could typically take weeks. Helping companies with short term funding is thus a major need for the client. Another reason may be that it gives Belgacom time to wait for more favourable economic conditions for issuing the bonds. Depending on investor’s appetite, timing is in fact crucial in such deals.Now, from the investment bank’s perspective, there is possibly a conflict of interest as the investment bank is at the same time creditor (through the bridge loan) and the entity that prices the securities that will be used to reimburse this loan. One could argue the investment bank could lack objectivity (Glazer, 1989). However, this constitutes an additional incentive for the book runners to successfully carry the deal to its end. Additionally, four of the five banks that granted the brid ge loan became the joint book runners. To that extent, there are clearly business interests which are involved.This can be interesting for the investment bank in order to get closer to the client. Moreover, this form of short term financing is more expensive for the company because it bears higher risks. Alternatively, it means that it is more lucrative for the investment bank as well. To sum up, bridge loans seem to be a lucrative source of profits for investment banks. First, they place themselves in a comfortable position to issue bonds for the company later on. Second, they can diversify their revenues and be a good candidate for the bond issuance.As a matter of facts, four of the five banks providing the bridge loan took care of bond issuance. b) Alternatives to bridge loans were traditionally letters of comfort written by the investment bank stating that the bank was ‘highly confident’ that the additional financing needed by the company could be obtained. This imp lies no bridge funding at all. Hence the alternative would be to wait for the bonds to be issued. The risk here however would consist of being too late for acquiring the target. Another alternative would be to use your own capital to fund the acquisition in the short run.This depends, of course, on the ability of Belgacom to generate such a large amount of cash. Yet another option would have been to raise more capital by issuing shares with the agreement of its existing shareholders. However, this option could have been detrimental to existing shareholders: the Belgian state which had a major stake in Belgacom with 50. 1% of the shares. Here is a summary of all the plausible alternatives: * Pay with retained cash: Belgacom could put 2Bnâ‚ ¬ on the table for Vodafone’s stake (assuming that the amount was available at the time).Although, this is known as the worst case scenario for current shareholders. Putting the cash in an acquisition would also have constrained Belgacom to lower (even cancel) its expansion investments. * Go straight to the Market: Belgacom could issue the bonds without taking the bridge loan but since the company had no prior bonds outstanding in the secondary market, the pricing would have been necessary anyway and it takes time and money to process it. The risk in that case is the agreement with Vodafone; other players could profit from the info and buy the stake in order to sell it back to Belgacom at a premium.Question 3 Assuming the 5-year swap rate was 3. 922% and the 10-year swap rate was 3. 977% at the time of pricing the deal (primary market), could you calculate: a) The yield for investors The yield is composed of the risk-free interest rate and the risk premium. The risk-free rate is usually defined as the rate of a government bond or the interbank rates (ex: Euribor) for the same maturity. However, the swap rate is used for maturities beyond 12 months. Here, the explanatory statement assumes that the 5-year and the 10-y ear swap rate were respectively 3,922% and 3,977%.The credit spread or risk premium depends on the maturity and the quality of the issuer. After comparing the coupon offered by companies with the same risk profile from the telecom peer group in the secondary market, the explanatory note explains banks’ position which suggested to issue the 5Y bond and the 10 Y bond with a spread guidance of respectively 30-35 bp and 60-65 bp. Bonds 5 and 10 years| Years to| 2006| | | Maturity| 5 years| 10 years| | | Swap Rate (rf)| 3,92%| 3,98%| | | | Min| Max| Min| Max| | | Risk Premium| 0,30%| 0,35%| 0,60%| 0,65%| | |Face Value| â‚ ¬ -100,00| â‚ ¬ -100,00| â‚ ¬ -100,00| â‚ ¬ -100,00| | | Yield to Maturity| 4,222%| 4,272%| 4,577%| 4,627%| | | Coupon Rate| 4,125%| 4,250%| 4,500%| 4,625%| | | Price â‚ ¬| â‚ ¬ 99,57| â‚ ¬ 99,90| â‚ ¬ 99,39| â‚ ¬ 99,98| | | Price %| 99,57%| 99,90%| 99,39%| 99,98%| | | Fees| 0,15%| 0,15%| 0,25%| 0,25%| | | Proceeds| 99,42%| 99,75%| 99,1 4%| 99,73%| | | Cost %| 4,256%| 4,306%| 4,609%| 4,659%| | | Table 1: Results for the Bond Issuance Thus, the yield for investors should be the sum of the risk-free and the risk premium rate: * Min. 4,222% and max. 4,272% for the 5-year bond * Min. 4,577% and max. 4,627% for the 10-year bond ) The coupon rate The coupon rate is the amount of interest payable on the bond. It is important to keep in mind that the market practices want the yield to vary by steps of 0,125%. Therefore, according to table 1, the yield for the investor varies between 4,125 and 4,250 for a 5-year maturity bond and 4,5% and 4,625% for a 10-year maturity bond. c) The issue price The issue price is the price at which investors buy the bonds in the primary market. The bond issue price is the present value of the bond’s cash flow. To obtain this price, we have to use the coupon rate, the face value and the yield for investor as described in this formula:Issue Price = Coupon 1(1+y)+ Coupon 2(1+y)? +†¦ +Coupon n1+yn+ Face value1+yn At issuance, the subscriber will pay: * Min. 99,57%, Max 99,90% for a maturity of 5-year * Min. 99,39%, Max 99,98% for a maturity of 10-year d) The cost for Belgacom The cost to maturity for the issuer y is defined as: Issue Price – Fees of the bookrunners = Coupon 1(1+y)+ Coupon 2(1+y)? +†¦ +Coupon n1+yn+ Face value1+yn The rate y solving (cost to maturity) this equation is: * Min. 4,256%, Max 4,306% for a maturity of 5-year * Min. 4,609%, Max 4,659% for a maturity of 10-year e) Cash Flows Here are the cash flows for the issuer. For a maturity of 5 years: At inception (time 0), the issuer receives (99,57%-0,15%)=99,42% multiplied by the total face value. Every year for 5 years, the issuer pays the coupons of 4,125% * face value of the bonds At maturity, the issuer has to repay the whole face value plus the last coupon. | | | | | | | | | | | | Cash Flows as % of Face Value| 5y-Bond| 0| 1| 2| 3| 4| 5| | | | | | Bottom| 99,42| -4,125| -4,125| -4,125| -4,125| -104,125| | | | | | Up| 99,75| -4,25| -4,25| -4,25| -4,25| -104,25| | | | | | | | | | | | | | | | | | 10y-Bond| 0| 1| 2| 3| 4| 5| 6| 7| 8| 9| 10|Bottom| 99,14| -4,50| -4,50| -4,50| -4,50| -4,50| -4,50| -4,50| -4,50| -4,50| -104,50| Up| 99,73| -4,63| -4,63| -4,63| -4,63| -4,63| -4,63| -4,63| -4,63| -4,63| -104,63| | | | | | | | | | | | | Question 4 Consider an outstanding corporate bond in the secondary market (issued a few months ago). All else being equal, the market suddenly perceives a more important credit risk associated with the considered issuer. What impact should it have on: a) The credit spread The credit risk is the risk that the issuer may default and not pay back the full amount he owes to bondholders (the total face value of the bonds).The credit spread translates the uncertainty about potential future stock price movements†. (Berk, 2011) If the market suddenly perceives more important credit risk associated with the issuer, the credit spread will widen as the market is perceived has being relatively safer. The payoff associated to extra credit risk is a higher yield. Therefore, the credit spread represents a bonus for investors when supporting extra risks. Fig 2: Yield curves Source: CFA b) The yield There are two components in the yield: the risk free rate and the credit spread. All else being equal, if the credit spread widens, the yield increases. ) The price Investors want to pay less for a risky bond having the same pay-offs as a risk-free bond. By taking more risk, the final amount the investor expects to receive may be less than what he will get as there is a credit default risk. (Berk et al. , 2011) The variable on which the market has a direct influence on in order to adjust for a higher yield is the market price. Due to the negative relation between the yield and the price and if the coupon payments and the principal repayment remain unchanged, the price must decrease in order to translate the surge in the yield.T his is particularly relevant when the issuer is the target of a leveraged buyout, which, in most cases, is leveraged by the issuance of new bonds. The increased debt used in order to make such financial actions often decrease the totality of the bonds of the issuer to a status of  «Ã‚  junk bonds  Ã‚ ». Question 5 How would you assess Belgacom’s position with regard to the qualitative factors enumerated to assess the pricing ? * Issue premia for recent transaction First of all, this is the first bond offering issued by Belgacom.Therefore, it cannot be referred to a previous premium offered in its own recent transactions. Therefore, the reference will be the telecom peer group having the same risk profile. * After market performance of recently launched deals The issue premia have widened for two main reasons. First, a trend towards more acquisition in the Telecom sector since 2005. Second, the Telecom sector suffers from the fact its services are more and more commoditize d which in turn may hurt the profitability of a Telecom company. At the time it was expected the bond could be split in three types.A floating rate note and two fixed rate notes. It was expected the 3-year FRN had a spread of 15bp to 20bp whereas the fixed 5-year note would have a 30bp to 35bp spread. Finally the 10-year note would have had a spread of 60bp to 65bp. With regards to recent transactions, Deutsche Telekom was offered a spread of 20bp for a 3-year floating note. 15-20bp is thus potentially better for Belgacom. As far as the fixed notes are concerned, Belgacom seems to benefit for a slightly better spread for 10-year notes but not for the 5-year ones as the one of Deutsche Telekom was only of 17bp in April 2006. Date| Swap 5-y| Swap 10-y| Coupon| Spread(bp)| Currency| Amount| Deutsche T| April 2006| 3. 83%| | 4%| 17| EUR| 750m| Deutsche T| May 2006| | 4. 13%| 4. 75%| 62| EUR| 500m| Telefonica| Feb 2006| 3. 42%| | 3. 75%| 33| EUR| 2250m| Telefonica| Feb 2006| | 3. 68%| 4. 37%| 69| EUR| 1750m| Vodafone| Jun 2006| | 4. 07%| 4. 75%| 68| EUR| 300m| * Are investors liquid? (hedge funds) However, according to the case, investor’s appetite remained high at that time. In fact, bond issuances remained low because corporates generated increasingly more cash flows and made use of cheaper ways of funding. Market sentiment? (world, Belgium, politics) There has been a lot of deleveraging followed by acquisitions in the past years. Moody’s says the economy of Belgium is only weakly correlated with Belgacom’s credit quality. However, for companies that are partly owned by the state, the credit quality of the Sovereign may play a greater role. At that time however, there was no political complications in Belgium yet. In 2006, the subprime crisis had not begun yet either. Hence one could argue the political setting was relatively clear.Moreover, there were strong liberalization policies pushed by the EC and investors were afraid that the Belgian state would disinvest in Belgacom after the following elections. The Belgian state had already to divest, keeping 50,1% of the share. Therefore, investors wanted an insurance against a change of control in case the Belgian State sold his participations but also to cover the risk against an LBO. As Belgacom could not introduce a step-up language, it could have had an impact on the credit spread by increasing it. * Credit Spread volatility Credit spread rose significantly more for telecom companies in 2005-2006.This was due to the fact the telecom companies ventured more in acquisition activities during that period. 5-year and 10-year credit spread for A-rated telecom companies respectively rose 10bp and 20bp during that period. * Saturation effect in investors portfolio? Are investors sick of telecom bond issuances? In principle, investors were not sick of telecom bond issuances as the one of Belgacom would add diversification to their portfolio. What is more, Belgacom was seen as a safe and relatively liquid company as they were previously weakly leveraged. * Amount raised in the pastAs far as Belgacom is concerned, the company has never issued any bond. Hence this was a premiere for the company. If we look at the issue amount of comparable transactions in the peer group of the same year, telecom issuers have issued in 2006 from three to 5 times with an issue amount from 500 million. For example, Telefonica issued in 2006 a total of 11. 750 million â‚ ¬ * Credit quality of issuer and peers In terms of credit quality, Belgacom is better than most competitors. This is mostly due to the fact that Belgacom was weakly leveraged before the issuance.For instance, EBITDA/Interest expenses of France Telecom, Telecom Italia and KPN was between 2. 4x and 7. 2% while Belgacom’s was 93x. However, Belgacom wasn’t the best according to credit rating agencies. The considered peer group is made of France Telecom, Telecom Italia, KPN and Belgacom. Moreover, Moo dy’s seems to give to Belgacom a better rating that Fitch. Therefore, we may suppose that Belgacom’s cost of issuance may be slightly lower than those of his peer group. Question 6 What is a change of control put provision? How would it have protected investors?Why did some investors think the step-up language would not be useful? Looking at the step-up language, what would be the coupon rate if the rating of Belgacom was downgraded a) to BBB- (S&P)/Ba1 (Moody's)? b) to BB+ (S;P)/Ba1 (Moody's)? A change of control put provision is an option given to the bondholder to get its bond repaid before maturity at par or above, in the event of change of control followed by a rating downgrade (e. g. after an LBO). Companies may be reluctant to issue bonds including this clause, because it can place more constraints on their finances as investors have the power to control repayments.Besides, it protects investors so they can have the opportunity to change their investment decisio n strategy if the issuer would happen to change its ownership. In case of a LBO, for example, the ownership of the company is transferred by using debt relying on the future cash flows of the company. According to (Rosenbaum et al. , 2007), â€Å"a target only represents an attractive LBO opportunity if it can be purchased at a price and utilizing a financing structure that provides sufficient returns with a viable exit strategy. In such a case, a former bondholder would see the credit risk he faces considerably increase, given the amount of additional debt supported by the company. This clause should then enable a bond investor to exit his position without bearing that increased risk because firstly, the change of control was likely, since the Belgian government was seeking to sell its stake in Belgacom and secondly because some argued that the inclusion of a step-up language taking the form of a +50bp in interest payment per downgrade below investment grade would be far from comp ensating the additional risk they would be bearing.In the case of Belgacom, there were some concerns about this possible withdrawal of Belgian state from its majority stake, intensified by the fact that the company could also be the target of a potential LBO operation as explained above. In order to reassure prospective investors and consequently lower interest rates for long term bonds (10 years), it has been considered to include such a clause in the deal. Therefore, Belgacom finally decided to add a step-up language despite the concerns emitted by some investors.The main benefit of the step-up language is that investors will usually get the initial coupon above the market and will also know what is to expect from their bond(s) over a longer-term period. However, bonds including a step-up language present the disadvantage of being callable by the issuer in order to issue it at lower rate to reduce their cost of borrowing which is the reason why some investors were reluctant concer ning the step-up. In the case of Belgacom, a downgrade in the rating would have had the following impact on the coupon rate: ) If the rating of Belgacom would have been downgraded to BBB- (S&P) / Ba1 (Moody's) and if the lowest rating is taken into account which is Ba1 (one grade below investment grade), the interest paid (coupon rate) would have increased by +50bp. b) In this scenario, both rating agencies consider a one notch downgrade below investment grade leading therefore to a +50bp increase in the interest rate paid. Bibliography BERK J. , DeMARZO P. (2011) â€Å"Corporate Finance – Global edition† Second edition, Pearson edition, pp. 001 FABOZZI F. (1991) â€Å"The handbook of Fixed Income Securities†, Mc Graw-Hill edition, Third edition, p. 224 FAMA E. (1998) â€Å"Market efficiency, long-term returns, and behavioral finance† Journal of Financial Economics, 49, pp. 283-306 GLAZER A. (1989) â€Å"Acquisition bridge financing by investment banks à ¢â‚¬â€œ bridge financing, as source of revenue for investment bankers, poses risk and conflict of interest† Business Horizons magazine, Sep-Oc 1989, Website: http://findarticles. om/p/articles/mi_m1038/is_n5_v32/ai_8120675/ (Seen in April 2012) ROSENBAUM J. , PEARL J. (2009)  «Ã‚  Investment Banking  : Valuation, Leveraged Buyouts and Mergers ; Acquisitions  Ã‚ » Wiley finance Vodafone Non Official Website  : www. vodafonews. com/belgique. html (Seen in April 2012) ——————————————– [ 1 ]. www. vodafonews. com/belgique. html [ 2 ]. Exhibit 13

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