Richard S. Ruback is the Willard Prescott Smith Professor of Corporate Finance at the Harvard Business School. He is currently focusing his research in applied corporate finance, especially on corporate-control transactions and valuation. His course development work parallels his research interests. He has taught a variety of corporate finance courses throughout his career. Over the last few years, he and Royce Yudkoff have been developing and teaching a new second year case course titled “The Financial Management of Smaller Firms” and a field course called “Entrepreneurship through Acquisition”. Recently, Ruback and Yudkoff published their book, HBR Guide to Buying a Small Business. Published by Harvard Business Review Press, the book is a practical roadmap through the steps required to find, evaluate, negotiate and finance the acquisition of a smaller firm.
Ruback earned his Ph.D. in business administration at the University of Rochester in 1980 and taught at MIT's Sloan School before joining the HBS faculty as a visiting professor in 1987. He was appointed associate professor in 1988 and full professor in 1989. Ruback has served as an editor for the Journal of Financial Economicsand is the author of numerous articles on corporate finance and valuation.
Ruback has served as a consultant to corporations on corporate finance issues and has acted as an independent advisor to outside directors. He also served as an expert witness on valuation and security issues.
Find, acquire, and run your own business. Are you looking for an alternative to a career path at a big firm? Does founding your own start-up seem too risky? There is a radical third path open to you: you can buy a small business and run it as CEO. Purchasing a small company offers significant financial rewards—as well as personal and professional fulfillment. Leading a firm means you can be your own boss, put your executive skills to work, fashion a company environment that meets your own needs, and profit directly from your success. But finding the right business to buy and closing the deal isn't always easy. In the HBR Guide to Buying a Small Business, we help you: determine if this path is right for you, raise capital for your acquisition, find and evaluate the right prospects, avoid the pitfalls that could derail your search, understand why a "dull" business might be the best investment, negotiate a potential deal with the seller, and avoid deals that fall through at the last minute.
Kester, W. Carl, Richard Ruback, and Peter Tufano, eds. Teaching Manual to accompany Case Problems in Finance. 12th ed. Chicago: McGraw-Hill, 2005.
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Fruhan, W. E., Jr., W. C. Kester, S. P. Mason, T. R. Piper and R. S. Ruback, eds. Teacher's Manual for Case Problems in Finance. 10th ed. Homewood, IL: Irwin, 1992.
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An increasingly popular route to success as a small business owner is “acquisition entrepreneurship”—buying and running an existing operation. If you’re considering such a path, the authors offer practical advice for each stage of the process. Think it through. Do you have the right qualities for the job (managerial skills, confidence, persuasiveness, persistence, a thirst for learning, and tolerance for stress)? Are you willing to trade the benefits of working at a large organization for the chance to be in charge? Search diligently and efficiently. Plan to spend six months to two years—full time—following leads and systematically vetting business prospects. Focus on companies that are consistently profitable and have annual revenues of $5 million to $15 million. During this phase, you can self-finance or establish a search fund to recruit potential investors. Strike a deal. When you’ve settled on a target, do preliminary due diligence to confirm the business’s viability and arrive at a fair offer. If the seller accepts, you’ll have about 90 days to work with your accountant and attorney on confirmatory due diligence. Transition into leadership. After the sale closes, your priorities should be building relationships (with employees, customers, and suppliers) and setting up processes to ensure steady cash flow.
This study compares the market value of firms that reorganize in bankruptcy with estimates of value based on management's published cash flow projections. We estimate firm values using models that have been shown in other contexts to generate relatively precise estimates of value. We find that these methods generally yield unbiased estimates of value, but the dispersion of valuation errors is very wide—the sample ratio of estimated value to market value varies from less than 20% to greater than 250%. Cross-sectional analysis indicates that the variation in these errors is related to empirical proxies for claimholders' incentives to overstate or understate the firm's value.
Gilson, S. C., E. S. Hotchkiss, and R. S. Ruback. "Valuation of Bankrupt Firms."Review of Financial Studies 13, no. 1 (Spring 2000): 43–74. (Abridged version reprinted in The Journal of Corporate Renewal 13, no. 7 (July 2000))
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Jensen, M. C., and R. S. Ruback. "The Market for Corporate Control: The Scientific Evidence."Journal of Financial Economics 11, nos. 1-4 (April 1983): 5–50. (Reprinted in The Modern Theory of Corporate Finance, edited by M.C. Jensen and C. W. Smith. New York: McGraw-Hill Book Company, 1984.)
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Research in behavioral corporate finance takes two distinct approaches. The first emphasizes that investors are less than fully rational. It views managerial financing and investment decisions as rational responses to securities market mispricing. The second approach emphasizes that managers are less than fully rational. It studies the effect of nonstandard preferences and judgmental biases on managerial decisions. This survey reviews the theory, empirical challenges, and current evidence pertaining to each approach. Overall, the behavioral approaches help to explain a number of important financing and investment patterns. The survey closes with a list of open questions.
Baker, Malcolm, Richard Ruback, and Jeffrey Wurgler. "Behavioral Corporate Finance: A Survey." In The Handbook of Corporate Finance: Empirical Corporate Finance, edited by Espen Eckbo. New York: Elsevier/North-Holland, 2002.
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Ruback, R. S. "Do Target Shareholders Lose in Unsuccessul Control Contests?" In Corporate Takeovers: Causes and Consequences, edited by A. J. Auerback. Chicago: University of Chicago Press, 1988.
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Ruback, R. S. "An Overview of Takeover Defenses." In Mergers and Acquisitions, edited by A. J. Auerback. Chicago: University of Chicago Press, 1988.
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Ruback, R. S. "The Conoco Takeover and Stockholder Returns." In The Law and Finance of Corporate Acquisitions, edited by Ronald J. Gilson. Mineola, NY: Foundation Press, 1986.
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This paper focuses adaptations to the discount cash flow (DCF) method when valuing forecasted cash flows that are biased measures of expected cash flows. I imagine a simple setting where the expected cash flows equal the forecasted cash flows plus an omitted downside. When the omitted downside is temporary, the adjustment is to deflate the forecasts and to set the discount rate equal to the cost of capital. However, when the downside is permanent, the adjustment is to deflate the cash flows and to increase the discount rate so that it includes the cost of capital plus the probability of a downside.
Gilson, Stuart C., Edith Hotchkiss, and Richard Ruback. "Valuation of Bankrupt Firms." Harvard Business School Working Paper, No. 99-064, December 1998.
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Kobbina Awuah (MBA 2014) became intrigued with the possibility of adapting Entrepreneurship through Acquisition in Ghana, where he grew up and where his family still lived. While he knew he could work for a multi-national enterprise located in Ghana, he was confident that buying a small business to run provided an opportunity to have more of an impact. He formed Peak Investment Capital (PIC) at the beginning of 2014 with the goal of finding a business to buy in Ghana that he could grow as its CEO.
Lind Equipment failed to meet its loan covenants with its senior bank lender in the summer of 2008, just six months after it was acquired. While the senior bank debt comprised only 6% of the capital used in the acquisition and was fully secured, it exercised its right to stop payments to Lind's subordinated lender that funded about 40% of the acquisition, pushing that debt into default as well. These financial problems were the result of declining revenues and profits at Lind as exchange rates and the impact of the Great Recession took its toll on the firm. Without a quick solution, Lind could be pushed into bankruptcy.
Ruback, Richard S., and Royce Yudkoff. "Fail Safe Testing, Inc." Harvard Business School Multimedia/Video Supplement 219-714, January 2019.
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Ruback, Richard S., and Royce Yudkoff. "Antoine Leboyer and GSX." Harvard Business School Multimedia/Video Supplement 219-708, December 2018.
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Teaching Note for HBS No. 211-066. Gemini Investors was a private equity firm that targeted equity investments of between $4 million to $6 million per firm. In the period from 2000 to 2015, Gemini had successfully deployed four funds, all licensed as Small Business Investment Companies by the Small Business Administration (SBA). The invested capital of these funds was between $100 million and $160 million. One-third of the capital came from Gemini’s limited partners and the remaining two-thirds came from the SBA in the form of low-cost loans. In 2015, Gemini was about to raise a new fund and had to decide whether its size should be similar to its previous funds or significantly larger. The main drawback of a larger fund was that Gemini would need to reduce its reliance on the low cost leverage provided by the SBA because the SBA’s limit on the total amount of debt it would provide to a given fund. The partners in Gemini had to decide whether a larger fund with less SBA debt financing could deliver the same performance to its limited partners as its previous smaller funds.
Ruback, Richard S., Royce Yudkoff, and Ahron Rosenfeld. "Gemini Investors." Harvard Business School Teaching Note 219-002, September 2018. (Revised January 2019.)
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Sean Witty and Jason Premo acquired MC Tool, a machine shop located in South Carolina in 2007 with the intent to transform it into a precision manufacturer. Witty and Premo were able to more than double revenue to $6 million in their first year of managing MC by expanding production capabilities and adopting best practices. It seemed that their plan to use cash flow from MC’s business to fund the transformation into precision manufacturing was well underway. However, the Great Recession substantially reduced the demand for the high quality tools MC made; many of the existing orders were cancelled while most new ones went to low quality-low price competitors. The two partners laid off 34 of their 57 employees, cut the salaries and workhours of those remaining, and negotiated with their creditors to delay the repayment of their $3 million debt. Teaching Note for HBS Nos. 213-013 and 219-718.
Ruback, Richard S., Royce Yudkoff, and Ahron Rosenfeld. "MC Tool." Harvard Business School Teaching Note 219-004, July 2018. (Revised January 2019.)
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Ruback, Richard S., Royce Yudkoff, and Ahron Rosenfeld. "Next Street, LLC." Harvard Business School Teaching Note 219-003, July 2018. (Revised January 2019.)
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ALAC International (ALAC) was awarded the U.S. distributorship of di-isononyl phthalate (DINP) which provided ALAC an opportunity to increase its sales and profits. But the opportunity required a significant additional investment in working capital. The DINP, shipped by boat from Taiwan, had a four month cash conversion cycle; after purchasing the DINP, it took two month to arrive in the U.S., another month to sell and distribute it, and then another month to collect the receivables. ALAC planned to double the number of shipments in 2011 to twelve from the six in 2010. ALAC needed to estimate its working capital needs and then evaluate alternative ways to finance its needs. Teaching Note for HBS No. 211-065.
In 2011, immediately after graduating HBS, Ari Medoff began a self-funded search for a small firm to buy and run as its CEO. After just three month of searching, he identified Home Nursing of North Carolina (HNNC), a home care agency based in Greensboro, NC, as a prospect and successfully negotiated a Letter of Intent in December 2011. HNNC was owned and run by a husband and wife eager to sell for personal reasons. It was an attractive target with recurring revenues and potential to grow. Medoff planned to finance 94% of the $3.6 million purchase price with debt from three sources: a bank loan, a seller note, and a loan from a group of individual investors. The remaining 6% came from Medoff’s personal wealth. The cash flow projections provided by Medoff indicated that investors’ debt would be paid in full in three years, well before the sellers’ seven-year balloon payment note matured.
With just a few weeks until closing, the sellers asked to renegotiate the terms of the seller note that had been agreed to early in the acquisition process. The sellers asked for personal guarantees from the individual investors, something Medoff knew his investors would not agree to. Medoff attempted to negotiate modifications to the sellers' note that would offer more security but would not include additional personal guarantees. The modification also included a provision that would reduce the sellers’ note if HNNC failed to reach recent EBITDA levels. When the seller rejected this offer, Medoff was considering whether he should abandon the deal and either resume his search or switch to a more traditional employment path. Teaching Note for HBS Nos. 212-120 and 218-709.
Ruback, Richard S., Royce Yudkoff, and Ahron Rosenfeld. "Home Nursing of North Carolina." Harvard Business School Teaching Note 218-130, June 2018. (Revised February 2019.)
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Itamar Frankenthal (HBS ’13) wanted a $4.5 million bank loan to partially finance his planned acquisition of a small company, Rose Electronics. He received nine proposals which varied widely in term, interest rate, amortization schedule, and covenants. Frankenthal had to decide which of the offers would best fit his goals. The large disparity in the loan proposals required Frankenthal to decide which of the loan terms was most important to his success. While ranking offers on interest rate was quite easy, the effect of amortization schedules and covenants was less clear, and the interaction between these variables could further complicate the decision. Teaching Note for HBS Nos. 217-018, 218-741 and 218-745.
Ruback, Richard S., Royce Yudkoff, and Ahron Rosenfeld. "Rose Electronics Distributing Company." Harvard Business School Teaching Note 218-123, June 2018. (Revised February 2019.)
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Teaching Note for HBS No. 211-085. Greg Mazur (HBS 1997) identified a small firm, Great Eastern Premium Pet Food, in December of 1998 that fit his search criteria and decided to offer the seller a cash price of $1.2 million plus an earn-out equal to 1% of revenue over the next five years. He planned to invest $500,000 of his own money in the acquisition and finance the remainder with a senior loan in a formal letter of intent.
Great Eastern Premium Pet Food was a regional distributer of pet food products that operated in a highly competitive environment, with low profit margins, and no exclusive products. Great Eastern was barely profitable in 1997 and had profits of about $140,000 in 1998. Mazur evaluated the acquisition using a financial model that assumed a sales growth rate of 12.5% per year, and a gradual improvement in profit margin from 2% to 7.5% over five years. He identified ways to grow sales through changes in the composition and structure of the sales force and to improve margins through managing costs. The case explores the rationale for the acquisition and its evaluation, including the reasonableness of the financial model and its sensitivity to alternative assumptions.
Ruback, Richard S., Royce Yudkoff, and Ahron Rosenfeld. "Greg Mazur and the Purchase of Great Eastern Premium Pet Foods." Harvard Business School Teaching Note 218-122, May 2018. (Revised February 2019.)
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Teaching Note for HBS No. 212-012. Lind Equipment, a Canadian manufacturer and distributor of industrial electrical safety equipment, was purchased in December 2007 by Brian Astl (HBS 2006) and Sean Van Doorselaer. Lind’s performance was negatively impacted by the Great Recession and exchange rate changes soon after its acquisition. The acquisition was financed mostly with subordinated and seller debt (50%) and equity (44%); only 6% was provided by its senior lender, HSBC. When Lind violated HSBC’s loan covenants, the bank refused to negotiate and insisted that Lind repay its loan in full. Astl and Van Doorselaer had to decide on a refinancing plan.
Ruback, Richard S., Royce Yudkoff, and Ahron Rosenfeld. "Lind Equipment." Harvard Business School Teaching Note 218-119, May 2018. (Revised January 2019.)
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Teaching Note for HBS No. 212-006. In 2008, Jay Davis (HBS’ 08) and Jason Pananos (HBS’ 08) formed Nashton Partners and raised $500,000 from investors to fund their search. After 30 months of searching, and exhausting the money they raised to fund their search, Davis and Pananos were contemplating the purchase of Vector Disease Control, Inc. (VDCI). Their alternative was to conclude their search without an acquisition. The case explores the economics of a funded search, the search process itself, the impact of failed deals and the evaluation of an acquisition prospect.
Ruback, Richard S., Royce Yudkoff, and Ahron Rosenfeld. "Nashton Partners and Its Search Fund Process." Harvard Business School Teaching Note 218-120, May 2018. (Revised January 2019.)
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Ruback, Richard S., and Royce Yudkoff. "Rose Electronics Distributing Company." Harvard Business School Spreadsheet Supplement 218-741, April 2018. (Revised May 2018.)
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Nashton Partners was a search fund founded by two HBS MBA's that raised $500,000 to finance a search for a company that they could purchase and then run for the next five to ten years. The case examines the search fund structure, the two-year search, and two potential acquisitions.
The case describes the acquisition of Capitol Digital, which specialized in litigation support and digital forensics, including due diligence findings and first year operational plans.
In 2007, the Red Hen Baking Company was deciding whether to move from its cramped and inefficient facility to a new facility. It had been in business about 8 years, and 2006 was the first year RHB realized a profit that was over $50,000. The added annual cost of the new location was about $58,000 and would require a $300,000 build-out. While the owner of Red Hen was excited about the possibility of a new, efficient bakery, he wondered if it was worth the added expense and risk.
Itamar Frankenthal was evaluating bank loan proposals to finance his acquisition of Rose Electronics Distributing Company (“Rose”). He contacted 40 small and large banks that lent in the region and that outreach and follow-up calls resulted in nine term sheets received from different lenders. With the proposals in-hand, he needed to decide which one was the most favorable.
Soon after Robin Kovitz (MBA 2007) acquired Baskits Inc., the largest gift basket company in Canada, she became convinced that the business needed to make significant operational improvements. In her first year as CEO, she introduced an ERP system to help with sales and purchasing and relocated the business to a more efficient facility. She wondered if she moved too quickly.
Two partners acquired MC Tool in October 2007 for $5 million. The company was a machine shop that manufactured parts for a wide variety of applications in the energy, automotive, and industrial equipment industries. In their first year of ownership, the partners focused on improving operations and enhancing sales with impressive results: sales doubled and EBTIDA increased by over 40%. But the "Great Recession" had an immediate impact in the fall of 2008 as customers cancelled orders and new sales became scarce. MC Tool's core business was cyclical and risky. The partners were considering transforming the business toward manufacturing more precise parts that would be less cyclical and less risky.
The case explores the decision to expand in a small business setting. In 2007, the Red Hen Baking Company (RHB) was deciding whether to move from its cramped and inefficient Duxbury, Vermont facility to a new facility in nearby Middlesex, Vermont. It had been in business about eight years at the Duxbury facility and realized a profit that was over $50,000 for the first time in 2006. Also, by 2006, it had repaid all of its start-up debt and had established its reputation for baking artisan organic bread.
The Duxbury bakery could not bake more than 2,200 loaves of bread per day, and while demand only exceeded that for a few days a year so far, as bread sales were growing at over 30% per year, George expected the number of those days would be increasing. The new facility was just a few miles away and would be more than twice as large and designed specifically for the bakery. Furthermore, the new location would have space for retail sales of bread and a café that could sell pastries and coffee.
The added annual cost of the new location was substantial. The added rent alone was about $58,000, exceeding RHB’s 2006 profitability. The move would require a $300,000 build-out. The case focuses on the strategic and financial evaluation of the potential move and expansion.
Ruback, Richard, Royce Yudkoff, and Lisa Paige. "Red Hen Baking Company." Harvard Business School Teaching Note 214-043, October 2013. (Revised February 2019.)
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Roxbury Technology is a Boston-based re-manufacturer of ink and toner cartridges. In early 2012 RTC was re-evaluating its approach to the company's two most important goals: reducing customer concentration and increasing profitability. RTC's largest customer accounted for most of its sales and the company had roughly broken even over the last two years. The two goals were intertwined because RTC's sales growth strategy had to be designed so it didn't bring the company into conflict with its largest customer. That raised its marketing costs and reduced profitability.
Ruback, Richard S., and Royce Yudkoff. "Roxbury Technology Corporation ." Harvard Business School Case 213-029, September 2012. (Revised December 2013.)
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Patrick Dickinson (HBS '09) and Michael Weiner (MIT's Sloan '07) acquired Castronics, a firm that specialized in threading pipe used in the oil and natural gas industry, at the end of 2009. The partners overcame significant hurdles during the first two years of ownership, which included the loss of nearly half of their workforce, the threatened entry of a formidable competitor into their market, and limited production capacity. In spite of these challenges and many other day-to-day obstacles, by the summer of 2011, the company successfully tripled production and EBITDA and the partners were deciding whether or not to sell the company.
Ari Medoff's (HBS '11) goal was to control his own professional destiny by owning his own company. His search identified a suitable acquisition in Home Nursing of North Carolina, and he had negotiated a purchase price of $3.5 million, or 4.2x trailing EBITDA. Medoff had completed his due diligence, arranged financing, and completed the legal documents required to complete the acquisition and anticipated closing the transaction in just a few weeks. But then the sellers surprisingly asked to renegotiate the terms of the note they had agreed to early in the acquisition process. Medoff must decide whether to renegotiate the debt or abandon the transaction.
Penn Warranty Corporation sold warranty contracts to the used car market. During the recession in 2008/2009 Penn's sales declined by 26% Instead of growing by 11% as forecasted. Also, disruptions in financial and insurance markets created a cash shortfall. In the summer of 2009, Penn was facing the likelihood of default and possible foreclosure under its loan agreements. Its lender was refusing to waive covenants unless the company paid down $1 million of its outstanding debt of $7.75 million. The only source for such a refinancing was the equity investors who funded buyout of purchase of the company eighteen months earlier.
Citation:
Ruback, Richard S., and Royce Yudkoff. "Penn Warranty Corporation." Harvard Business School Case 212-007, September 2011. (Revised from original August 2011 version.)
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Talent Partners' CEO was very successful at growing the business and establishing its leadership position. He was compensated with a mix of salary and options and he did not own any equity in the company. The options were set so that if Talent Partners achieved its financial plan over the next five years, about half of his total compensation would come from the options.
Focuses on the buyout of HCA by three private equity firms: Bain Capital, KKR, and Merrill Lynch Global Private Equity. It provides an opportunity to discuss a variety of issues related to leveraged buyouts including the process, the role of private equity, the incentives of the participants, the benefits to conflicting shareholders, and the valuation of the buyout.
Gemini Investors was a private equity firm focused on small and lower middle market businesses. Gemini's target investment size was between $4 million and $6 million and a typical portfolio company had revenue of between $8 million and $30 million. In early 2015, Gemini was completing the investment of Gemini's Fund V and it was deciding whether it should raise a fund sized similarly to their prior funds, or alternatively, raising a significantly larger fund.
The owner and CEO of Adaptive Engineering was facing an important decision: should he focus on rebuilding its core professional services business which had generated significant revenue and cash flow over the past several years, or should he focus on developing and marketing licensed software which had been under development for several years but had yet to become profitable.
Bob Williams, the CEO of National Public Broadcasting (NPB), was considering an unsolicited offer to purchase the company in the early spring of 2006. The company was a media underwriting representative for public television and radio stations throughout the United States. When Mr. Williams and his wife Linda Williams started NPB in 1996, they had imagined that it would grow quickly and be acquired by a larger media representation firm in a few years. But the business proved to be more complex than they had anticipated with slower growth and less interest from strategic acquirers and, as a result, Mr. Williams had been running NPB ever since. The unsolicited offer gave the Williams and their partners the potential opportunity to realize a significant cash payment for the business. The case explores the impact on the sale of the ownership structure decisions that were made when NPB was formed and the complexity of the sales process for small businesses.
Greg Mazur decided to purchase a small business after graduating from the Harvard Business School. The case explores his decision about whether or not he should finalize his deal to purchase Great Eastern Premium Pet Foods, Inc. ("GEPP"). It gives students the opportunity to consider his search process, his due diligence about the company, his post-purchase plans, his valuation analysis and the structure of the potential transaction.
Riverview Technologies was a Stockholm, Sweden-based company that had developed software hedge funds. After spending more than a year in an organized sale process, the winning bidder had become increasingly difficult to work with and the closing had been substantially delayed. Despite the late stage of the process, the selling shareholders were considering walking away.
The founding CEO of Triple Point Technology, Peter Armstrong, was considering the sale of the company. The company specialized in providing its clients with software used for transaction processing and risk management in various commodity markets. Triple Point Technology had grown substantially in its 13 years of existence and potentially was a source of a significant amount of wealth for its owners. The sale was prompted by a co-founder who wanted to sell his share of the business. The case explores the rationale for owners to monetize at least a portion of their company's value, the sales process, and compares two different offers from the perspective of the company's executives that will have a significant continuing interest in it.
Ruback, Richard S., and Royce Yudkoff. "Triple Point Technology." Harvard Business School Case 211-057, December 2010. (Revised January 2013.)
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Talismark, which helped its customers manage their waste, was considering re-engineering its business fundamentals to dramatically increase profitability by changing its sales and information processes. Implementing the changes would be expensive and would interrupt its new customer acquisition efforts, and it would be 18 months until the company could begin to acquire new business. The case explores the rationale and consequences of re-engineering a business.
Next Street Financial, LLC was a modern merchant bank that provided high quality advisory services and capital to small- and mid-sized inner city businesses. Next Street was a for-profit business that aimed to increase the growth, profitability and success of its client companies, thereby enhancing economic development, wealth and job creation in the inner city. The advisory component of its mission seemed well underway but raising a fund to directly finance client companies had proved challenging. As Next Street considered expanding its capacity to help clients achieve their growth potential, the firm was deciding between raising a fund or focusing its resources on expanding its abilities to more effectively help its clients obtain financing from other institutions.
Briggs Capital was a regional mergers and acquisitions advisory firm that helped owners to sell their small firms. The case presents a company that was for sale in the fall of 2010—a troubled manufacturer of post and beam style homes and log homes. Using the actual information that was available to potential buyers, students evaluate the potential acquisition.
ALAC was a small importer of specialty industrial chemicals. The case explores the different financing alternatives to facilitate the company's explosive growth in working capital. At the end of 2009, the company was awarded the United States distributorship for the specialty chemical di-isononyl phthalate (DINP) from a large Taiwanese producer and had almost tripled its sales in 2010. It expected to double its sales in 2011 and to dramatically increase its profits. ALAC critically needed to obtain financing for the explosive growth in its inventory and accounts receivable balances.
The Board of Directors of Clear Channel Communications, a radio broadcasting and outdoor advertising company, has to respond to a revised proposal from two private equity firms to take the company private. In November of 2006, the Board had unanimously approved an offer of $37.60 per share after going through intense negotiations with numerous firms, but institutional shareholders had indicated that they would reject this offer. In light of this recent news, the two private equity firms had come back to the Board with a revised offer. Now the Board must decide if it thinks the new proposal will satisfy the institutional shareholders, one of which is an activist hedge fund.
In 2004, the Industrial Revitalization Corporation of Japan (IRCJ) was given the task of restructuring Daiei, one of the largest Japanese retailers and the country's most prominent zombie companies. The IRCJ was a government-sponsored organization that was funded with 50 billion yen in equity capital and 10 trillion yen of government - guaranteed funds. Daiei presented the IRCJ with a unique opportunity to demonstrate the effectiveness of its restructuring strategy which would require a significant write-down of Daiei's bank debts, substantial store closures and workforce reductions, and sufficient new private equity capital to help reposition and revitalize Daiei's retail operations. Overcoming these hurdles in a large and visible company like Daiei would be an important accomplishment for the IRCJ. But, failure, too, would have far reaching consequences.
In January 2006, Andrew Banks and Royce Yudkoff were considering raising a 5th fund for their media-focused private equity firm, ABRY Partners. ABRY had a strong track record that the co-founders attributed to their group's deep knowledge of the media industry and relationships with media lenders, coupled with a client-service approach to working with Limited Partners. For the fund, Banks and Yudkoff had intended to raise $1 billion and continue their existing strategy, but potential Limited Partners had indicated that they would be willing to commit up to $4 billion. Banks and Yudkoff had to decide whether or not to quadruple the capital in their latest fund.
El-Hage, Nabil N., Richard S. Ruback, and Leslie Pierson. "ABRY Fund V." Harvard Business School Case 208-027, July 2007. (Revised March 2008.)
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Explores Clearwire's decision to fund its substantial capital investments through an initial public offering (IPO) or through private equity. Clearwire is developing and deploying a broadband wireless network using WiMAX technology. It had filed a registered statement for its IPO when the alternative of funding through strategic investments by Intel and Motorola became a possibility.
Gives students the opportunity to explore issues facing the board of directors in a leveraged buyout. RJR Nabisco is valued under different operating strategies and the source of gains in leveraged buyouts is stressed.
Following her husband's death in 1994, Carol Brewer took over the management of her family's investments. This case describes the decisions Brewer made during this process, including her choice to seek active account management, her selection of an investment firm, and her determination of asset allocation within her portfolio. In 2003, Brewer is reassessing her previous investment choices and considering changes she might need to make in the future in light of her plans to retire in six years and live on the income from her investments.
Malcolm P. Baker, Richard S. Ruback, Erik Stafford and Kathleen Luchs
The owner of Giant Cinema must decide whether to invest in a digital projector, a new technology for screening films, or purchase a traditional projector. The impact of the new technology is uncertain, and the case describes probabilities for different outcomes that students can incorporate in the financial analysis of the proposed project.
Baker, Malcolm P., Richard S. Ruback, Erik Stafford, and Kathleen Luchs. "Giant Cinema." Harvard Business School Case 204-052, September 2003. (Revised January 2004.)
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Dell Computer Corp. manufactures, sells, and services personal computers. The company markets its computers directly to its customers and builds computers after receiving a customer order. This build-to-order model enables Dell to have much smaller investment in working capital than its competitors. It also enables Dell to more fully enjoy the benefits of reduction in component prices and to introduce new products more quickly. Dell has grown quickly and has been able to finance that growth internally by its efficient use of working capital and its profitability. This case highlights the importance of working capital management in a rapidly growing firm.
In early 1991, Reynolds Metals, the makers of aluminum products, decided to sell its holding of Eskimo Pie, a marketer of branded frozen novelties. Reynolds had an offer from Nestle to acquire Eskimo Pie. However, Reynolds decided instead to make an initial public offering of Eskimo Pie shares.
This case presents a capital budgeting problem. Whirlpool Europe is evaluating an investment in an enterprise resource planning (ERP) system that would reorganize the information flow throughout the company. Students derive the cash flows from working capital, sales, and other improvements along with the cost of the investment.
Ruback, Richard S., Sudhakar Balachandran, and Aldo Sesia. "Whirlpool Europe." Harvard Business School Case 202-017, November 2001. (Revised December 2003.)
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Focuses on an individual's decision to participate in his firm's 401(k) plan and how to invest his contributions. Plan participants have a choice of 10 mutual funds with different investment strategies. Includes data from Morningstar on the composition and performance of the different funds and information on different asset allocation strategies provided by the fund administrator, T. Rowe Price.
Ruback, Richard S., and Kathleen Luchs. "Managing a 401(k) Fund." Harvard Business School Case 204-077, October 2003. (Revised December 2003.)
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Baker, Malcolm P., and Richard S. Ruback. "Pharmacyclics: Financing Research and Development (TN)." Harvard Business School Teaching Note 204-012, August 2003.
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Pharmacyclics (NASDAQ: PCYC), a pharmaceutical company that manufactures products that will improve existing therapeutic treatments for cancer, arteriosclerosis, and retinal disease, was considering a $60 million private placement in February 2000. The company had more cash than ever before, but projections of R&D and marketing expenses were also unprecedented. PCYC's most promising oncology drug, a radiation enhancer called Xcytrin, was in Phase III clinical trials--the rigorous final phase before FDA approval for commercialization. Analysts gave the drug a slightly better than 50% chance of success. This case focuses on stage financing and a simple decision-tree evaluation. Students have the opportunity to consider the impact of past staged financing decisions on the ownership structure of the firm and to evaluate the current stock market price in light of analyst forecasts of the cash flow and the probability of success for each drug. These two analyses help inform the private placement decision.
Radio One (NYSE: ROIA and RIOAK), the largest radio group targeting African-Americans in the country, had the opportunity to acquire 12 urban stations in the top 50 markets from Clear Channel Communications, Inc. (NYSE: CCU) in the winter of 2000. The stations were being sold by Clear Channel Communications, Inc. to obtain Federal Communications Commission (FCC) approval for its acquisition of AMFM, Inc. (NYSE: AFM). Radio One was also negotiating the acquisition of nine stations in Charlotte, North Carolina, Augusta, Georgia, and Indianapolis, Indiana. The proposed acquisitions would double the size of Radio One. The case focuses on the strategic and financial evaluation of the proposed acquisitions.
This explores the valuation of an opportunity to license a compound before it enters clinical trials. Describes Merck's decision tree evaluation process is presented. Information required to evaluate a specific licensing opportunity is provided, including the costs of the three phases of the review process, the revenues if approved, and the probability of various outcomes. It includes an introduction to decision tree analysis and valuation.
Ruback, Richard S. "Health Development Corporation TN." Harvard Business School Teaching Note 201-030, August 2000. (Revised January 2003.)
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Health Development Corp. (HDC) owns and operates health clubs in the Greater Boston area. HDC engaged a local investment banker to explore a sale of the company. The most likely buyer views HDC's prior purchase of real estate as a negative. HDC's management is convinced the purchase enhanced value, and a discounted cash flow analysis confirms that it was a substantially positive net present value decision. Nevertheless, the real estate reduces the valuation according to the approach used by the potential buyer. The challenge is to structure a transaction that allows HDC to realize its full value.
Ruback, Richard S. "Eskimo Pie Corporation (Abridged)." Harvard Business School Spreadsheet Supplement 202-701, September 2001. (Revised December 2001.)
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Ruback, Richard S., and Kathleen Luchs. "Tree Values TN." Harvard Business School Teaching Note 202-018, September 2001. (Revised October 2001.)
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Ruback, Richard S., and Aldo Sesia. "Merck & Company: Evaluating A Drug Licensing Opportunity TN." Harvard Business School Teaching Note 202-001, September 2001. (Revised October 2001.)
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In early 1991, Reynolds Metals, the makers of aluminum products, decided to sell its holding of Eskimo Pie, a marketer of branded frozen novelties. Reynolds had an offer from Nestle to acquire Eskimo Pie. However, Reynolds decided instead to make an initial public offering of Eskimo Pie shares. The case analyzes this decision.
Ruback, Richard S. "Merck & Company: Evaluating a Drug Licensing Opportunity." Harvard Business School Spreadsheet Supplement 201-707, June 2001.
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Ruback, Richard S., and Julia Stevens. "Health Development Corporation." Harvard Business School Spreadsheet Supplement 201-702, September 2000. (Revised April 2001.)
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Spreadsheet to (9-201-056). Presents exhibits 2, 3, 4, 9, 10, and 11. Download only.
Citation:
Ruback, Richard S. "Pharmacyclics: Financing Research and Development." Harvard Business School Spreadsheet Supplement 201-716, January 2001.
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Describes two alternative tree cutting strategies. The first is to cut all trees that are at least 12 inches in diameter at breast height. The second is to thin the forest by cutting less desirable trees immediately and harvesting the crop trees later. The case presents information for students to estimate the cash flows for each alternative. After estimating the corresponding cash flows, students have the opportunity to use discounted cash flow techniques to decide when to cut trees under each strategy and to select which strategy maximizes the value of the forest.
A small company faces the dilemma of how to finance growth (i.e., internally generated cash flows vs. outside financing sources). An innovative concept positions the company in promoting a niche within the kitchen-cabinet industry and in looking for an optimal way of leveraging that concept for fast growth.
Gives students the opportunity to explore how a company uses the Capital Asset Pricing Model (CAPM) to compute the cost of capital for each of its divisions. The use of Weighted Average Cost of Capital (WACC) formula and the mechanics of applying it are stressed.
Presents recommendations for hurdle rates of Marriott's divisions to select by discounting appropriate cash flows by the appropriate hurdle rate for each division.
Ruback, Richard S. "Marriott Corp.: The Cost of Capital, Teaching Note." Harvard Business School Teaching Note 289-048, March 1989. (Revised February 1998.)
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Ruback, Richard S. "Marriott Corporation: The Cost of Capital (Abridged), Teaching Note." Harvard Business School Teaching Note 298-081, February 1998.
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Examines the Thompson's $4.9 billion leveraged buyout of the Southland Corp. in 1987. As the original founders of Southland, the Thompsons were concerned about losing control over the company upon learning of the Belzberg family's acquiring interest. The teaching objectives are: to explore the characteristics of an LBO candidate, to examine the dynamics of the corporate control process when insiders are substantial stockholders, and therefore serve as both buyer and seller, and to evaluate the cash flow forecasts in an LBO and use them to analyze bidding behavior.
On April 12, 1995, Kirk Kerkorian made an unsolicited offer to buy the outstanding shares of Chrysler Corp. This case analyzes the proposed deal and addresses the key contextual elements contributing to the takeover attempt.
Provides an introduction to three cash flow valuation methods. The three methods differ in their measure of cash flows and the discount rate applied to those cash flows. The names for the three methods correspond to the type of cash flow that is used in the valuation: Equity Cash Flow (ECF), Capital Cash Flow (CCF), and Free Cash Flow (FCF). The three methods provide consistent valuations when applied correctly.
Presents the capital cash flow method for valuing risky cash flows. In this method cash flows are calculated to include the benefits of interest tax shields. In a capital structure, with just ordinary debt and common equity, capital cash flows equal the flows available to equity--net income plus depreciation less capital expenditure and the change in working capital--plus the cash interest paid to bondholders. The interest tax shields decrease taxable income and thereby increase cash flows. Since the interest tax shields are included in the cash flows, a before-tax interest rate that corresponds to the riskiness of the assets is appropriate to value the capital cash flows.
Gives students the opportunity to explore the effect of substantial free cash flow on corporate acquisition and operating strategies. Students are also given the opportunity to extract information from the common stock prices of the participating firms. A variety of valuation techniques are employed to assess the plausibility of a restructuring plan.
Examines Southland's financial difficulties following the LBO in 1987 up to the first restructuring plan in July 1990. The teaching objectives are: to explore the complexities of a failed leverage buyout and the operating restrictions that result from financial distress, to recognize that financing decisions can restrict future flexibility, to examine the dynamics of a restructuring with particular focus on the role of new equity, and the payoffs received by pre-existing claimholders, and to explain the complexity of accomplishing a restructuring outside of bankruptcy.
Ruback, Richard S. "Philip Morris Companies and Kraft, Inc., Teaching Note." Harvard Business School Teaching Note 289-046, March 1989. (Revised January 1992.)
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Pioneer is an integrated oil company. Its operations include exploration and development, production, transportation, and marketing. The case focuses on Pioneer's cost of capital calculations and its choice between a single company-wide cost of capital or divisional costs of capital. Provides students the opportunity to learn how to calculate a company-wide weighted average cost of capital. An appropriate measure of the cost of equity capital is presented so that students are able to challenge their understanding of key concepts by critiquing the company's measure and suggesting their own.
Ruback, Richard S. "Interest Rate Exercises, Teaching Note." Harvard Business School Teaching Note 289-051, March 1989. (Revised April 1990.)
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We analyze industry multiples for the S&P 500 in 1995. We use Gibbs sampling to estimate simultaneously the error specification and small sample minimum variance multiples for 22 industries. In addition, we consider the performance of four common multiples: the simple mean, the harmonic mean, the value-weighted mean, and the median. The harmonic mean is a close approximation to the Gibbs minimum variance estimates. Finally, we show that EBITDA is a better single basis of substitutability than EBIT or revenue in the industries that we examine.
