Essay Question II (50 points) THIS QUESTION IS BROKEN INTO TWO (2) SUB-QUESTIONS, LETTERED II(a) AND...
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Essay Question II (50 points) THIS QUESTION IS BROKEN INTO TWO (2) SUB-QUESTIONS, LETTERED II(a) AND II(b). THE POINT ALLOCATION FOR EACH SUB-QUESTION IS SPECIFIED. FOR PURPOSES OF ANSWERING THIS QUESTION, YOU ARE TO EMPLOY THE SIMPLIFYING ASSUMPTION THAT YOU ARE OPERATING IN A TAX-FREE ENVIRONMENT. PLEASE ANSWER THE QUESTIONS IN THE ORDER ASKED. IF THERE ARE ADDITIONAL FACTS THAT WOULD HELP YOU RESOLVE THE QUESTIONS, BE EXPLICIT ABOUT WHAT THEY ARE AND HOW THEY FIT INTO YOUR ANALYSIS. PLEASE EXPLAIN YOUR ANSWERS. Blake Corporation, a Delaware corporation, has three classes of capital participants. First, there are bondholders. The total principal amount of the entire class of bonds is $250 Million. The coupon rate for the bonds is 4% payable annually, and they mature in 2042. Second, there are holders of cumulative 5% preferred stock. Each preferred share has a par value of $100. The par value of the entire class of preferred stock is $200 Million. There are $10 Million in cumulative dividend arrearages. The liquidation preference for the preferred stock is par value plus cumulative dividend arrearages. Third, there is a single class of common stock. There are a total of 1,000,000 common shares issued and outstanding. The common shares have no par value. They are the only shares that have any voting rights, beyond those mandated by Delaware corporate law. At the beginning of 2022, due to certain sudden negative changes in the overall economic landscape, the market value of Blake Corporation's assets has fallen to $300 Million. Now, the corporation has been presented with exactly three options, and the board must select between them. For purposes of this exam, do not introduce other options other than the three described here. The first option is to liquidate Blake Corporation. The second option is an opportunity to invest in a new R&D project for $300 Million. If the project succeeds, the project will be worth $1,100 Million in one year. If it fails, the project will be worthless. Whether the project is a success will be known definitively in one year. The probability of the project succeeding is 50%. The following information may be useful in considering this second option. The risk-free rate of return on one-year treasuries is 2%. The return on a market-representative basket of investments is 6%. The beta for the bonds is 0.5, the beta for the preferred stock is 2.0, and the beta for the common stock is 5.5. The third option is to accept an offer of a merger between Blake Corporation and a subsidiary of Atkinson Corporation. Atkinson Corporation has a much higher net asset value than does Blake Corporation. The terms of the proposed merger are that a newly formed 6 subsidiary of Atkinson Corporation would merge with and into Blake Corporation. In the end, Atkinson Corporation would hold all of the common stock of Blake Corporation. Each pre- merger common share of Blake Corporation would be converted into 0.5 shares of Atkinson Corporation common stock, worth approximately $10.00 at the time of the conversion. Blake Corporation preferred stock would convert into new Blake Corporation bonds at a rate of 20 preferred shares converting into a bond with a face amount of $1,000. The bonds would have a coupon rate of 9% and would mature in 2047. The original Blake Corporation bonds that were outstanding before the merger would remain outstanding. Answer each of the following questions. II(a). 25 Points Based on information pertinent to financial valuation presented above, what judgment can you make as to how much value each of the options presents to each of the three classes of investors? Use that analysis to predict what position each class of investors would likely take with respect to which option should be pursued. II(b). 25 Points The board of directors of Blake Corporation has asked you to advise it on what course it should take, bearing in mind its obligations under Delaware corporate law. What are the issues you would want to address and what advice would you give? What legal mechanisms we have studied, if any, might limit the ability to undertake any of these options? What strategies might the Blake Corporation board of directors use to overcome those limitations? 7 OPEN BOOK Essay Question I (30 points total, individual point allocations noted throughout) THIS QUESTION IS BROKEN INTO TWO (2) SUB-QUESTIONS, LETTERED I(a) AND I(b). THE POINT ALLOCATION FOR EACH SUB-QUESTION IS SPECIFIED. FOR PURPOSES OF ANSWERING THIS QUESTION, YOU ARE TO EMPLOY THE SIMPLIFYING ASSUMPTION THAT YOU ARE OPERATING IN A TAX-FREE ENVIRONMENT. PLEASE ANSWER THE QUESTIONS IN THE ORDER ASKED. IF THERE ARE ADDITIONAL FACTS THAT WOULD HELP YOU RESOLVE THE QUESTIONS, BE EXPLICIT ABOUT WHAT THEY ARE AND HOW THEY FIT INTO YOUR ANALYSIS. PLEASE EXPLAIN YOUR ANSWERS. Smyth Incorporated ("Smyth") is a Delaware corporation. Smyth has three classes of stock. They are common stock, Class A preferred stock, which is voting preferred stock, and Class B preferred stock, which is non-voting preferred stock. All of the voting stock votes jointly as a single pool, and not as separate classes, except to the extent that the Delaware General Corporation Law requires separate class votes. As of January 1, 2020, each of the three classes of Smyth stock has a market value of $50 million, making the combined market value of all classes of Smyth stock $150 million. There are 100,000 shares of Class A preferred stock outstanding, and each share has a $1,000 par value. The Class A preferred stock normally has a 5% noncumulative dividend preference. However, there is a provision in its certificate of designations that if there is a sale of substantially all assets then, from the date the sale closes until the liquidation of Smyth, the Class A stock has a 20% cumulative dividend preference. There are 1 million outstanding shares of Class B preferred stock, and each has a par value of $100. The Class B preferred stock has a 5% noncumulative dividend preference. The Class B preferred stock is subordinate to Class A preferred stock with respect to both dividend distributions and liquidation distributions. Smyth's earnings have been very steady over the last several years. Its (Perpatuity) annual net operating income has been $28.8 million per year. Smyth has $50 million in face amount of bonds outstanding. The bonds have been trading at approximately par with face value. Its annual interest expense on the bonds is $4 million. As of January 1, 2020, the combined securities for a combination of both stocks and bonds of comparable corporations is 3.00, the short-term Treasury rate is 1%, the average return on a mutual fund designed to represent a weighted average basket of all of the stocks and bonds traded on the New York Stock Exchange is 6%. Coupon rate=4million interest expense/ 50million face amount of bonds Hunnewell Corporation (Hunnewell"), a Delaware corporation, owns substantial portions of both Smyth's common stock and its Class A preferred stock Owning substantial portions Based on market values as of January 1, 2020, Hunnewell's stock ownership amounts to approximately 48% of the market value of all of Smyth stock, but it amounts to 80% of Smyths voting power.Order of priority for distribution Class a- Class B- Common stock Hunnewell owns class A and Common= Conflict of interest having someone in the front and in the back of the collection On April 1, 2020, the Smyth board receives an offer from Backus Corporation ("Backus"), a Delaware corporation, to acquire substantially all of Smyth's assets in exchange for $90,000,000 in cash and 100,000 shares of Backus common stock. As of the date the offer is made, the market value of the Backus common stock is $110 million. On April 8, 2020, the Smyth board receives an offer from Cowley Corporation ("Cowley"), a Delaware corporation, for the acquisition of Smyth via a reverse triangular merger of Smyth and a newly created acquisition subsidiary of Cowley. In the merger, Smyth common stock and Class A preferred stock would be converted into cash totaling $120 million. The Smyth Class B preferred stock would remain outstanding. On April 17, 2020, the Smyth board rejects the Cowley offer and enters into a contract with Backus carrying out the terms of its offer outlined above. The cash consideration received from Backus is used for three purposes. First, it satisfies Smyth's $50 million of undisputed bonded debt. Second, $20 million is placed in escrow for up to three- years to satisfy an indemnity obligation. The indemnity obligation serves to cover potential breaches of ants, representations, and warranties in the agreement as well as any unexpected liabilities not assumed by the buyer. The balance of the cash, and the Backus stock, is available for distribution to shareholders or other corporate purposes. The sale closes on May 8, 2020. the cov The Smyth board of directors issues a statement that the corporation will not be liquidated until at least May 9, 2023. It also announces that, at an appropriate time, a determination will be made as to whether it is in the best interests of the corporation to liquidate or to sell the Backus stock and use that capital to engage in a new line of business. Answer each of the following questions. I(a) 5 Points Using the financial data provided above, but without considering any events after May 8, 2020, what judgments are you able to make as to whether the Backus deal delivers enough economic value in relationship to the total value of Smyth's stockholders as a whole to make it a good deal to Smyth? Explain your analysis and conclusions. Does the deal carry enough economic value in relation to the total value? What do the stock holders have now what is the market value of the stocks the combined market value of all classes of Smyth stock $150 million. Net present value calculation=28.8 million in net operating income Amount available to stock holders 28.8- annual interest expense 4 million= 24.8 million available to the stock holders Present value= C/R C= net operating revenue income- amount paid in interest R (Capm)= E= risk free rate+ Beta(market rate- risk free rate) E (R)= .01+3 (.06-.01) Risk free rate= short term treasury rate Market Rate= bonds traded on the New York Stock Exchange is 6%. E-R^F) PV= 24.8 million/.16 The parties may require a premium rather than par va.ie Amount of transfer= Annuity= 2 I(b) What will they have with the value High rate of return 25 Points Burk Corporation, a Delaware Corporation, holds a minority position of Smyth Class B preferred stock. Mann Corporation holds some Smyth common stock. Neither is satisfied with these recent events. What legal claims, if any, can either or both of them raise? Assess the strengths and weaknesses of each such claim. How, if at all, does your financial analysis above affect your legal analysis? If your analysis requires additional facts beyond those provided, indicate what those facts are and how they affect your analysis. Merger and class B preffered stock= reverse triangular merger Aquiring company that goes into the target so legally the smith corporation is outstanding That means the stock a,ount will be Class A and Class C 20 million was placed in escro 90 million + 20 million We are assuming that 3 years go by and escro is not used for liabilities or indemnities After 3 years Class A= 100 million+ 20% dividends* 100 million (120 million) Using all of the money to pay preffered stock off for the money and there will be no money 100 million stock par value * amount of shares Bond holders get a vote Class B reffered stock- non voting preffered Minimum vote Delaware law requires for preffered stock= majority vote (amendments to there rights) Stock B preferred voting rights= amendments to the stock holders rights (Given the absolute minimum Class of preferred stock must be entitled to vote for any amendment to their class rights Are there anything in the certificate in the class B that would not allow for sale once it bec Certificate of designation that would make it improper to have this type of conveyance Contract based Preferred stock holders Jedwab May assert a fiduciary question= how is the consideration being split between the classes of stock holders If fiduciary question whats the standard= business judgment rule question Business judgment rule= conflict of interest Self Dealing transaction= Prove intrinsic fairness- entire fairness of this decision to the entire corp and share holders Does the company have a good reason delaying decision for 3 years knowing that it takes up more money from the other groups Entire fairness-Coud distribute the 3 Intrinsic fairness= Letting money sit for a longer period of time is not fair all it does is shift value away from the stock holders Common stock holders can raise a fiduciary argument (Jedwab) Common stock, fiduciary stock holders= Cawley offer= Obligation to consider a different offer more than what they did When they announced the deal with Backus corp didn't they trigger Revlon com When Did they make the sale of the company inevitable= and did they then have an obligation to give the other offer a thought Essay Question II (50 points) THIS QUESTION IS BROKEN INTO TWO (2) SUB-QUESTIONS, LETTERED II(a) AND II(b). THE POINT ALLOCATION FOR EACH SUB-QUESTION IS SPECIFIED. FOR PURPOSES OF ANSWERING THIS QUESTION, YOU ARE TO EMPLOY THE SIMPLIFYING ASSUMPTION THAT YOU ARE OPERATING IN A TAX-FREE ENVIRONMENT. PLEASE ANSWER THE QUESTIONS IN THE ORDER ASKED. IF THERE ARE ADDITIONAL FACTS THAT WOULD HELP YOU RESOLVE THE QUESTIONS, BE EXPLICIT ABOUT WHAT THEY ARE AND HOW THEY FIT INTO YOUR ANALYSIS. PLEASE EXPLAIN YOUR ANSWERS. Blake Corporation, a Delaware corporation, has three classes of capital participants. First, there are bondholders. The total principal amount of the entire class of bonds is $250 Million. The coupon rate for the bonds is 4% payable annually, and they mature in 2042. Second, there are holders of cumulative 5% preferred stock. Each preferred share has a par value of $100. The par value of the entire class of preferred stock is $200 Million. There are $10 Million in cumulative dividend arrearages. The liquidation preference for the preferred stock is par value plus cumulative dividend arrearages. Third, there is a single class of common stock. There are a total of 1,000,000 common shares issued and outstanding. The common shares have no par value. They are the only shares that have any voting rights, beyond those mandated by Delaware corporate law. At the beginning of 2022, due to certain sudden negative changes in the overall economic landscape, the market value of Blake Corporation's assets has fallen to $300 Million. Now, the corporation has been presented with exactly three options, and the board must select between them. For purposes of this exam, do not introduce other options other than the three described here. The first option is to liquidate Blake Corporation. The second option is an opportunity to invest in a new R&D project for $300 Million. If the project succeeds, the project will be worth $1,100 Million in one year. If it fails, the project will be worthless. Whether the project is a success will be known definitively in one year. The probability of the project succeeding is 50%. The following information may be useful in considering this second option. The risk-free rate of return on one-year treasuries is 2%. The return on a market-representative basket of investments is 6%. The beta for the bonds is 0.5, the beta for the preferred stock is 2.0, and the beta for the common stock is 5.5. The third option is to accept an offer of a merger between Blake Corporation and a subsidiary of Atkinson Corporation. Atkinson Corporation has a much higher net asset value than does Blake Corporation. The terms of the proposed merger are that a newly formed 6 subsidiary of Atkinson Corporation would merge with and into Blake Corporation. In the end, Atkinson Corporation would hold all of the common stock of Blake Corporation. Each pre- merger common share of Blake Corporation would be converted into 0.5 shares of Atkinson Corporation common stock, worth approximately $10.00 at the time of the conversion. Blake Corporation preferred stock would convert into new Blake Corporation bonds at a rate of 20 preferred shares converting into a bond with a face amount of $1,000. The bonds would have a coupon rate of 9% and would mature in 2047. The original Blake Corporation bonds that were outstanding before the merger would remain outstanding. Answer each of the following questions. II(a). 25 Points Based on information pertinent to financial valuation presented above, what judgment can you make as to how much value each of the options presents to each of the three classes of investors? Use that analysis to predict what position each class of investors would likely take with respect to which option should be pursued. II(b). 25 Points The board of directors of Blake Corporation has asked you to advise it on what course it should take, bearing in mind its obligations under Delaware corporate law. What are the issues you would want to address and what advice would you give? What legal mechanisms we have studied, if any, might limit the ability to undertake any of these options? What strategies might the Blake Corporation board of directors use to overcome those limitations? 7 OPEN BOOK Essay Question I (30 points total, individual point allocations noted throughout) THIS QUESTION IS BROKEN INTO TWO (2) SUB-QUESTIONS, LETTERED I(a) AND I(b). THE POINT ALLOCATION FOR EACH SUB-QUESTION IS SPECIFIED. FOR PURPOSES OF ANSWERING THIS QUESTION, YOU ARE TO EMPLOY THE SIMPLIFYING ASSUMPTION THAT YOU ARE OPERATING IN A TAX-FREE ENVIRONMENT. PLEASE ANSWER THE QUESTIONS IN THE ORDER ASKED. IF THERE ARE ADDITIONAL FACTS THAT WOULD HELP YOU RESOLVE THE QUESTIONS, BE EXPLICIT ABOUT WHAT THEY ARE AND HOW THEY FIT INTO YOUR ANALYSIS. PLEASE EXPLAIN YOUR ANSWERS. Smyth Incorporated ("Smyth") is a Delaware corporation. Smyth has three classes of stock. They are common stock, Class A preferred stock, which is voting preferred stock, and Class B preferred stock, which is non-voting preferred stock. All of the voting stock votes jointly as a single pool, and not as separate classes, except to the extent that the Delaware General Corporation Law requires separate class votes. As of January 1, 2020, each of the three classes of Smyth stock has a market value of $50 million, making the combined market value of all classes of Smyth stock $150 million. There are 100,000 shares of Class A preferred stock outstanding, and each share has a $1,000 par value. The Class A preferred stock normally has a 5% noncumulative dividend preference. However, there is a provision in its certificate of designations that if there is a sale of substantially all assets then, from the date the sale closes until the liquidation of Smyth, the Class A stock has a 20% cumulative dividend preference. There are 1 million outstanding shares of Class B preferred stock, and each has a par value of $100. The Class B preferred stock has a 5% noncumulative dividend preference. The Class B preferred stock is subordinate to Class A preferred stock with respect to both dividend distributions and liquidation distributions. Smyth's earnings have been very steady over the last several years. Its (Perpatuity) annual net operating income has been $28.8 million per year. Smyth has $50 million in face amount of bonds outstanding. The bonds have been trading at approximately par with face value. Its annual interest expense on the bonds is $4 million. As of January 1, 2020, the combined securities for a combination of both stocks and bonds of comparable corporations is 3.00, the short-term Treasury rate is 1%, the average return on a mutual fund designed to represent a weighted average basket of all of the stocks and bonds traded on the New York Stock Exchange is 6%. Coupon rate=4million interest expense/ 50million face amount of bonds Hunnewell Corporation (Hunnewell"), a Delaware corporation, owns substantial portions of both Smyth's common stock and its Class A preferred stock Owning substantial portions Based on market values as of January 1, 2020, Hunnewell's stock ownership amounts to approximately 48% of the market value of all of Smyth stock, but it amounts to 80% of Smyths voting power.Order of priority for distribution Class a- Class B- Common stock Hunnewell owns class A and Common= Conflict of interest having someone in the front and in the back of the collection On April 1, 2020, the Smyth board receives an offer from Backus Corporation ("Backus"), a Delaware corporation, to acquire substantially all of Smyth's assets in exchange for $90,000,000 in cash and 100,000 shares of Backus common stock. As of the date the offer is made, the market value of the Backus common stock is $110 million. On April 8, 2020, the Smyth board receives an offer from Cowley Corporation ("Cowley"), a Delaware corporation, for the acquisition of Smyth via a reverse triangular merger of Smyth and a newly created acquisition subsidiary of Cowley. In the merger, Smyth common stock and Class A preferred stock would be converted into cash totaling $120 million. The Smyth Class B preferred stock would remain outstanding. On April 17, 2020, the Smyth board rejects the Cowley offer and enters into a contract with Backus carrying out the terms of its offer outlined above. The cash consideration received from Backus is used for three purposes. First, it satisfies Smyth's $50 million of undisputed bonded debt. Second, $20 million is placed in escrow for up to three- years to satisfy an indemnity obligation. The indemnity obligation serves to cover potential breaches of ants, representations, and warranties in the agreement as well as any unexpected liabilities not assumed by the buyer. The balance of the cash, and the Backus stock, is available for distribution to shareholders or other corporate purposes. The sale closes on May 8, 2020. the cov The Smyth board of directors issues a statement that the corporation will not be liquidated until at least May 9, 2023. It also announces that, at an appropriate time, a determination will be made as to whether it is in the best interests of the corporation to liquidate or to sell the Backus stock and use that capital to engage in a new line of business. Answer each of the following questions. I(a) 5 Points Using the financial data provided above, but without considering any events after May 8, 2020, what judgments are you able to make as to whether the Backus deal delivers enough economic value in relationship to the total value of Smyth's stockholders as a whole to make it a good deal to Smyth? Explain your analysis and conclusions. Does the deal carry enough economic value in relation to the total value? What do the stock holders have now what is the market value of the stocks the combined market value of all classes of Smyth stock $150 million. Net present value calculation=28.8 million in net operating income Amount available to stock holders 28.8- annual interest expense 4 million= 24.8 million available to the stock holders Present value= C/R C= net operating revenue income- amount paid in interest R (Capm)= E= risk free rate+ Beta(market rate- risk free rate) E (R)= .01+3 (.06-.01) Risk free rate= short term treasury rate Market Rate= bonds traded on the New York Stock Exchange is 6%. E-R^F) PV= 24.8 million/.16 The parties may require a premium rather than par va.ie Amount of transfer= Annuity= 2 I(b) What will they have with the value High rate of return 25 Points Burk Corporation, a Delaware Corporation, holds a minority position of Smyth Class B preferred stock. Mann Corporation holds some Smyth common stock. Neither is satisfied with these recent events. What legal claims, if any, can either or both of them raise? Assess the strengths and weaknesses of each such claim. How, if at all, does your financial analysis above affect your legal analysis? If your analysis requires additional facts beyond those provided, indicate what those facts are and how they affect your analysis. Merger and class B preffered stock= reverse triangular merger Aquiring company that goes into the target so legally the smith corporation is outstanding That means the stock a,ount will be Class A and Class C 20 million was placed in escro 90 million + 20 million We are assuming that 3 years go by and escro is not used for liabilities or indemnities After 3 years Class A= 100 million+ 20% dividends* 100 million (120 million) Using all of the money to pay preffered stock off for the money and there will be no money 100 million stock par value * amount of shares Bond holders get a vote Class B reffered stock- non voting preffered Minimum vote Delaware law requires for preffered stock= majority vote (amendments to there rights) Stock B preferred voting rights= amendments to the stock holders rights (Given the absolute minimum Class of preferred stock must be entitled to vote for any amendment to their class rights Are there anything in the certificate in the class B that would not allow for sale once it bec Certificate of designation that would make it improper to have this type of conveyance Contract based Preferred stock holders Jedwab May assert a fiduciary question= how is the consideration being split between the classes of stock holders If fiduciary question whats the standard= business judgment rule question Business judgment rule= conflict of interest Self Dealing transaction= Prove intrinsic fairness- entire fairness of this decision to the entire corp and share holders Does the company have a good reason delaying decision for 3 years knowing that it takes up more money from the other groups Entire fairness-Coud distribute the 3 Intrinsic fairness= Letting money sit for a longer period of time is not fair all it does is shift value away from the stock holders Common stock holders can raise a fiduciary argument (Jedwab) Common stock, fiduciary stock holders= Cawley offer= Obligation to consider a different offer more than what they did When they announced the deal with Backus corp didn't they trigger Revlon com When Did they make the sale of the company inevitable= and did they then have an obligation to give the other offer a thought
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