ACCFIN5058 Mergers And Acquisitions

Cousins Properties Inc is a publicly listed real estate investment trust (REIT). It is based in Atlanta and Georgia. It is mainly focussed in acquisition, development, property management of a class office towers. It has a 15 million square foot trophy office portfolio. The portfolio is mainly based in high growth Sun Belt markets that comprise of Charlotte, Austin, Atlanta, Tampa and Tempe.

Parkway Properties Inc before being acquired by Cousins Property Inc. used to operate in the Sun Belt. It engaged in the operations of acquisition, development, management and leasing of properties in South-western and South-eastern United States and Chicago (Toledo& Lopes, 2016). Some of the notable properties of the company included Liberty Palace, San Felipe Plaza, Phoenix Tower and Raymond James Tower. In the year 2005 the company was the owner of 65 office properties which were located in 11 different states. It leasing customers amounted to around 1317 and included banking institutions professional service providers and even government agencies (Reddy, 2015).

The net profit attributable to the stakeholders, total assets and notes payable in the year 2015 amounted to ($8943000), $1603682000 and $110839000 respectively.

On April 29^th2016, the two companies into a stock-to-stock merger agreement. This agreement was coupled with simultaneous accumulation of the Houston based assets of the two companies as a single public traded REIT named as Houston Co. As per the agreement of the merger the shareholders of the Parkway properties Inc. will receive the shares of Cousins properties Inc. in the ratio 1.63:1.  Immediately after the completion of the merger of the two companies the new combined company will execute a taxable spin off Houston Co. by the way of special dividend distribution to its shareholders via pro-rata basis to its shareholders. The spin-off will make the investors capable of controlling the investment decisions and asset allocation decisions of the company, including an opportunity to invest in a high quality, sufficiently funded REIT which is focussed on Houston that is expected to reap the benefits of the recovering energy sector in the near future (Ali& Sami, 2016). After the completion of the spin off the Cousins and Parkway will hold the shares of the company in the ratio 52:48. All the transactions in this respect have been unanimously supported by the Board of Directors of both the company.

Discussing the potential motives relating to the acquisition itself

Merger and acquisitions refers to an agreement wherein all the net assets of two or more companies are consolidated. They can be of different types like consolidations, acquisitions, mergers, tender offers, purchase of assets and management acquisitions. There are many reasons for which two or more companies get amalgamated together. Some of them are as follows:

Synergy- The most common purpose for any kind of consolidation or amalgamation of companies is the belief that by combining the respective businesses the companies will be able to boost up their performance along with reducing their overall cost. This comes from the notion that by combining the two company’s assets the companies would be able to apply the economies of scale thereby providing products and services at a cheaper price and at the same time gain access to a larger pool of customers (Bruelleret al., 2016). This further catapults’ the market share of the two companies.

Diversification/ sharpening of business focus- The term diversification and sharpening of business focus have completely contrasting and opposite meanings. Diversification refers to the process of increasing the portfolio of the business operations in different areas of the market whereas sharpening of business focus refers to the phenomenon wherein the company tries to penetrate even further into the same area of its operations. A company that wants to diversify will overtake or combine the assets of such other company that has operations in a different field than the company (Holburn& Vanden Bergh, 2014). Whereas the company which wants to penetrate the existing market further will try to combine such company which has its operations focussed on the same area of the market as of the original company.It will generally prefer those companies which have the same business operations and have a deeper penetration within that market.

Growth- This is one more of the most important reasons for which the company involve themselves in combination of assets or go for merger and amalgamation. This involves expanding their area or scope of business without having to do the work themselves. In pursuance of this the companies generally take the business or the customers of another company in exchange of some consideration (Parolaet al., 2015). The smaller company gets to produce more using the assets of the bigger company and the bigger company gets to access the faithful customers of the acquired company. It leads to the growth of both the companies in most of the cases. This type of merger is known as horizontal merger.  

Increasing the supply-chain pricing power- In this case the merger is done to buy out one of the suppliers or distributors of the company. The buying out of the supplier enables a company to save the margin the supplier was charging from the company in respect of the products delivered. Such kinds of mergers are called vertical mergers. In case the company is able to buy out its distributor it will be able to deliver or ship its goods at a lower cost thus, increasing the profitability of the company (Hu & Cui, 2017).

Elimination of the competition- Often the merger and acquisitions deals enable the acquirer to eradicate the competitions from the market itself. But, acquisitions mergers and consolidations undertaken for this reasons often come along with huge costs on the par to the acquiring company. In order to convince the shareholders of the target company huge premium has to be given (Alsharairi et al., 2015). This often leads to abnormal payments of premium. This may be accompanied by shareholders of the acquiring company selling their shares thereby pushing the share prices of the acquiring company lower in response to the company’s decision to abnormal amount as a premium for acquisition of the target company.

The amalgamation contract will ensure the supremacy of performance demonstrated by Cousins Properties Inc. in the Sun Belt market thereby increasing the presence of the company in the areas of Atlanta, Austin and Charlotte and strengthening the presence in Phoenix, Orlando and Tampa. The shareholders will derive immense benefit from the expanded portfolio of the company comprising of properties in key urban sub markets with greater tenant and geographic diversity. It also has better access to capital markets. The completion of the transactions showed that the Cousins portfolio contained 41 high quality assets covering an area of 15.8 million square foot (Koenig et al., 2014). The space will be used by the company for rental purposes in the cities of Atlanta, Austin, Charlotte, Orlando, Phoenix and Tampa. The company will be able to increase its operation in the cities which will be seeing growth in the rent, population and employment in excess of the U.S. national average. The new company that will come into existence that is Houston Co. will be able to commence its operations with 5 A class office properties covering an area of 8.7 million square foot. This available space will be used by the company for rental purposes. By the virtue of the consolidation of the assets of the two companies, Houston Co. will be able to commence its operations with a balance sheet having a surplus cash balance of $150 million accompanied with 450million undrawn credit facility. The funds available with the company will enable it to pursue its investment goals without having to invite external capital in the near future. In addition to all these benefits the company will be able to synergise its operational and leasing activities and reducing the duplicating operating costs in the sectors of the market where both the company have presence. This enables them to lower the price in leasing and vendor negotiations thereby giving them an advantage over the competitors in the market (Joash& Njangiru, 2015).

Payment made to acquire Parkway Properties Inc and estimating the value of Parkway Properties in the year before the acquisition announcement by making use of two valuation methods

The calculation showing the amount that would be acceptable for making payment for the acquisition of Parkway properties are provided below. The valuation of the Parkway Properties Inc. by using two different valuation methods prior the acquisition announcement are discounted cash flow techniques and comparable public companies. It should be noted that the sources of the information that are discussed herein after is the schedule 14A the proxy statement submitted by the Parkway Inc. to united States Securities and Exchange commission.

Discounted cash flow technique- The discounted cash flow analysis is done by using the estimated present value as of 30^th September 2017. The discounting was done in respect of the standalone unlevered after tax free cash flows generated by Parkway for the 12 month period ending 30^th September 2018 via 30^th September 2022. These were done on the basis of management projections done by the management using the 2020 calendar year and were extrapolated from certain assumptions taken up by the management in respect of the period prior to 30^th September 2020 and the application was done on the period thereafter (Patel, 2017). The terminal values were calculated by applying a specific perpetuity growth rates of 3.25% on the standalone terminal unlevered after tax-free cash flows. It was then discounted to the present value as on 30^th September 2017 by application of discounting rates of 8.0%.

The various assumptions undertaken for the valuation of the company are as follows:

The cash flow projections were based on the business plan of Parkway for the year 2017 through 2020. The projections made by the management were also called Parkway Management Projections.

Using the property specific assumptions some level of net operating income at property level and certain capital costs.

Use of scheduled amortisation for the present debt and along with no refinancing after the maturity period

There were no issue of shares or any buy backs during the period for which the projections were made.

It was assumed that a dividend of $0.40 per share was receivable on Parkway common stock in the year 2017; the same was increased to $0.40 per share in the year 2018 and kept on increasing at a rate of 3.0% annually thereafter (Reddy et al., 2016).

In defining the various assumptions, the company has used the net operating income approach. It is defined by the company as the difference between the operating incomes earned from the rented out properties and the operating expenses of the property. However, the NOI is a non-GAAP financial measure and should not be used in place of the net income as a measure of the operating performance.

Table: Statement showing calculation of Discounted Cash Flow

(Source: Created by Author)

Table: Calculation of Enterprise Value

(Source: Created by Author)

Comparable public companies analysis- A review of the available financial and stock market information pertaining to seven selected companies that were relevant as U.S. publicly traded REITs having exposure to

Secondary markets completely in contrast with gateway markets like San Francisco, Boston and New York City

Limited number of markets completely opposite of having exposure to diverse range of markets

Market of Houston.

The seven companies are:

Cousins Properties Incorporated.

Piedmont Office Reality Trust Inc.

Highwood’s Properties Inc

Brandywine Realty Trust

Equity Commonwealth

Franklin Street Properties Corp

TIER REIT Inc.

The things reviewed included the following:

Closing stock prices as prevailing on 29^thJune 2017 as a multiple of year 2018 estimated funds from operations.

Estimated value of the companies as a multiple of 2018’s earning before interests, taxes, depreciation and amortisation.

Premium or discount represented by the ratio of the closing stock prices to SNL advisor has estimated NAV subsequent to the adjustments in respect of estimated transaction related expenses and costs.

The Fund from operation and the enterprise value of the selected REIT are calculated by multiplying with the estimated earnings before interest and taxes. The financial data of the selected REIT were taken from the information that was public available as acceptable estimates (Fox et al., 2016). The financial data of the Parkway were based on the estimates of the management. The FFO multiple for the selected REIT ranged from 10x to 28.4x with the mean of 14.4x. The EBITDA multiple for the selected REIT are 10.2x to 15.8x with the mean of 12.9x.

Table: Valuation using Multiples

(Source: Created by Author)

Argument against whether Cousins Properties have over-paid, under-paid or the payment was fair and whether market respond to the acquisition announcement

The calculation above shows the acceptable amount for the acquisition of Parkway properties. The cousin Properties has made a payment of 2 billion dollar for the acquisition of the property. On comparison, it can be seen that amount paid is much lower than the valuation so they have made an underpayment.   As per the free cash flow hypothesis of Jetson the managers having access to free cash flows are inclined towards investing it in project having negative net present value instead of paying it out to the shareholders (Von et al., 2016). The free cash flow is defined as the cash flow that is available with the managers after investing in all the available projects having positive net present value.in other words the following things have been suggested by the Jensen’s free cash flow hypothesis:

The agreements pertaining to the takeover deals like consolidation, amalgamation etc. often results in the benefit of the shareholders of the target company. The premium paid for securing the approvals of the shareholders generally goes beyond 30% and in the recent past have even averaged out at 50%. In this case shareholders of the Parkway have benefitted hugely from the acquisition of the company in exchange of one share they were able to get 1.63 shares of the merged company which had better portfolio including the better market presence in the Houston market (Greve& Zhang, 2017).

The shareholders of the acquiring firm as observed generally in the past have been benefitted from acquisition deals to the tune of 4% and in case of mergers there has been no substantial value addition to them. However in the recent past the value created for the shareholders have declined significantly. In the case of Cousins Properties Inc. its shareholders will benefit from the synergies developed by the company in the markets where it already enjoyed significant dominance and presence.

The deals of takeovers, mergers, acquisition and consolidation do not waste the credit and resources of an entity rather they are coupled with substantial gains for the shareholders of both the companies. It has been seen that the average gain brewing out of such deals closes around 8% for shareholders of both the companies (Aamir et al., 2014). The fact that they are not a waste of the entity’s credit and resources are proven by the value addition that is enjoyed by the amalgamated or consolidated firms in the form of growth, synergies and increased market presence enjoyed by both the companies

The fact that the synergies developed by one time outflow of resources lead to the inflow of innumerable cash flow in the future years

Both the companies also enjoy the rise in the share prices which further makes the process of obtaining funds from the shareholders in the future very easy and hassle free. The company’s assets base also increases substantially thereby it becomes easy for the company to arrange for debt in the future which can be levered upon to enjoy trading on equity.

The actions taken by the management against the offers and acquisitions often prove to be harmful to the shareholders. This is because with most of the merger opportunities come several possibilities for the company (Tanriverdi& Uysal, 2015). The possibilities include synergies, eradication of the competition from the market, growth to be experienced in the near future and deeper penetration in the existing market. In case the management goes against the decision of merger or consolidation, the shareholders will lose the opportunity of increment in their respective wealth due to the increased performance given out by the company and the resultant demand of the shares ofthe company thereby pushing the prices up in the stock market. The real harm that occurs to the company is that the effect of dismissing the merger and acquisition plans are cumulative in nature and keeps on getting multiplied in the future. For instance the opportunity lost in checking the activities or business operations of the competitors will enable the competing company to keep stealing the customers from the company in the future (Zülch et al., 2014). The missed opportunity in respect of acquiring the suppliers and distributors will result in the company incurring heavy expenditure in respect of the cost of goods sold and outflow of cash in respect of unproductive expenditure like distribution cost shipping costs etc. the present value of these costs to be incurred in the future year as a result of missing this opportunity of acquisition amounts to a significant figure.

The activities undertaken by the specialists engaged in the business of amalgamation and consolidation consultancies often end up creating value for the shareholders. This is because of the scientific ways of valuation adopted by these consultancies in measuring the takeover price and appreciation of other factors like the benefits that I going to accrue in the favour of the shareholders in the future (Zhang et al., 2015). They are also able to quantify the benefits which are non-monetary in nature and reliably estimate the cash flows that are going to flow into the organisation and help it increase its scale of operations in the near future (Dissanaike et al., 2016). The quantified mechanism used to establish the real value of the deal and the perks and disadvantages of entering into the deal proposed enablethe companies to objectively decide to accept or reject the proposed agreements or contracts involving acquisitions, consolidation, mergers and acquisitions. Hence, due to the implementation of these quantified methods if the decisions taken by these consultant are in favour of the deal then it can be surely and reliably held that the deal is supposed to create value for the shareholders. In the future in terms of increased cash flow by deeper penetration and increased market share of the company or due to the reduction in the cost of production by application of economies of scale (Lepetit et al., 2015).

The numerous deals in relation to mergers and acquisitions have not concentrated the industries at all. It is a common belief that the merger and acquisition deals will result in consolidation of the industries at a pace which is significantly high. But, in reality that is not the case the acquisition generally involves the big companies gaining control over the customers and the assets of smaller companies which already enjoy a significant number of customer footprint or loyalty (Renski, 2015). In the market there are numerous such smaller companies or entities carrying out their respective business operations. The companies generally do not take interest in the smaller companies which do not hold enough assets which could make significant addition to the asset pool of the company. Thereby enabling it to leverage upon it to arrange more funds using them as a security or if the assets are in the form of customers then they can be used to directly to increase the cash flows accruing to the company in the near future (Yan et al., 2016).

The gains that are achieved by the companies acquiring the other company cannot be attributed to the fact that the acquisition caused monopoly within the industry. The benefits that accrue to the acquiring company accrue to it due to the higher synergies that are obtained along with the increased market share. The assets of the two companies are generally merged into one company thereby creating value for the customers of both the companies (Boschma& Hartog, 2014). The goal of the newly gained superiority in the market is not to exploit the market unethically but to create value for the shareholders as well as the customers in a way that the image of the new company is not lost. Trying to create monopoly in the market will only lead to opportunities for the rivals to fill in the loop holes for the customers that were being created by the acquiring company in pursuance of becoming a monopoly in the market. By slowly filling up the loopholes created by the company the rivals will again manage to enter into the market and the comeback will be accompanied by extended customer base and deeper market penetration (Han et al., 2016).

Some of the ways in which the market responded to acquisition announcement are as follows:

As a result of the merger Cousins Properties was able to establish its place in S&P Midcap 400. It was also reclassified into Office REIT. In addition to its inclusion in the index Community Health Systems was forcefully pushed out of the index.

Stifel downgraded Cousins properties to the category of sell by cutting PT from $11.50 to $9.50 (Mwaniki, 2015).

Cousins Properties along with other three companies i.e. Prologis, Parkway Properties and Washington REIT were all demoted to Neutral category from outperform category.

Calculating the acquisition premium that is paid to the target shareholders and discussing price run-up of the target firm in the period prior to the acquisition announcement

The acquisition premium is the actual price paid for the acquisition of the company and the estimated value of the company before acquisition. The consideration of $23.05 paid per share represents a premium of 13.1% on the closing price of the share as on 29 June 2017. In case the calculation is made based on the volume, weighted average price of parkway over the period of 30 days then the premium is 14.3% (Zhang et al., 2016).

Table: Calculation of Premium

(Source: Created by Author)

It can be clearly seen that the prices of the Parkway Properties Inc. are quite volatile and fluctuating in nature. The previous high before 2016 came in the year 2014 during the mid of May and October and thereafter the company had not been able to put in the effort to increase the price of its share that much. In the year 2015-16 the company recorded its lowest share price ever in the last couple of years (Ya’acob, 2016). The fluctuations in the share prices of the company can be attributed to a wide range of reasons. The market performance of the company has not been at par with that of its competitors. This phenomenon was further catapulted by the fact that the company was holding properties in some of the major sub urban markets that were seeing rapid growth in the recent times. That meant that the company instead of creating value for its shareholders was actually coughing up more money in maintaining those highly priced apartments and the large square foot area that was capable of generating huge amount of rent (Luo et al., 2016). However, after the month of April 2016,the prices of the company started growing and after the announcement of the amalgamation in the month of the September, it was able to grow even further.

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