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Praise
by Arthur Levitt Jr., Robert F. Bruner
Deals from Hell
Title Page
Copyright Page
Praise
Dedication
Foreword
Acknowledgements
Chapter 1 - Introduction
OVERVIEW OF THE BOOK
OVERVIEW OF THE FINDINGS
CONCLUSION: ANTICIPATING M&A FAILURE CAN ENHANCE SUCCESS
NOTES
I - THE FOUNDATIONS OF M&A FAILURE
Chapter 2 - Where M&A Pays and Where It Strays: A Survey of Research
CONVENTIONAL WISDOM ON M&A FAILURE: STILL HAZY AFTER ALL THESE YEARS
MEASUREMENT OF M&A PROFITABILITY: BETTER THAN WHAT?
THE BROAD FINDING: M&A PAYS
ALL M&A IS LOCAL
WHERE M&A PAYS AND WHERE IT STRAYS
CONCLUSION: WHAT THE ’HOODS TELL US
NOTES
Chapter 3 - Profiling the Outlying M&A Deals
EXTREME PERFORMERS
NOTES
Chapter 4 - Real Disasters and M&A Failure
M&A FAILURE AS DISASTER
REAL DISASTERS AND THEIR ORIGINS
SOME COMMON ELEMENTS OF REAL DISASTERS
FORESTALLING REAL DISASTERS: SYSTEM REDESIGN AND THE HIGH RELIABILITY ORGANIZATION
CONCLUSIONS
NOTES
II - CASE STUDIES OF M&A FAILURE
Chapter 5 - February 1968: Merger of the Pennsylvania and New York Central Railroads
BEFORE AND AFTER
WORSENING FUNDAMENTALS FOR U.S. RAILROADS AT MID-CENTURY
HISTORY OF THE DEAL
THE MERGER TEAM
THE AFTERMATH
EPILOGUE
COUNTERPOINTS: SUBSEQUENT RAILROAD MERGERS
CONCLUSION
NOTES
Chapter 6 - December 1986: The Leveraged Buyout of Revco Drug Stores
THE DEMISE OF REVCO
COUNTERPOINT: THE LBO OF JACK ECKERD CORPORATION
THE PROBLEM OF CAPITAL ADEQUACY
CONCLUSION: WHAT WENT WRONG
NOTES
Chapter 7 - September 1989: The Acquisition of Columbia Pictures by Sony Corporation
BEAMING ONTO THE BIG SCREEN
MOTIVES FOR THE ACQUISITION
STRIKING THE DEAL
THE GUBER-PETERS YEARS
COUNTERPOINT: UNILEVER’S ACQUISITION OF BESTFOODS
CONCLUSION: WHEN STRETCH TURNS INTO STRAIN
NOTES
Chapter 8 - September 1991: The Acquisition of NCR Corporation by AT&T Corporation
AT&T: COLLECT CALL
ORIGINS OF THE ACQUISITION
NCR: FROM CASH REGISTERS TO COMPUTING
THE TAKEOVER
AFTERMATH
A COMPLEMENTARY DEAL FROM HELL: MERCK AND MEDCO
CONCLUSION
NOTES
Chapter 9 - December 1993: Renault’s Proposed Merger with Volvo
MOTIVES FOR MERGER: RENAULT AND VOLVO
REACTION TO THE MERGER PROPOSAL
COUNTERPOINT: HEWLETT-PACKARD/COMPAQ
RATIONALE FOR THE MERGER OF HP AND COMPAQ
REACTION BY THE MARKET AND WALTER HEWLETT
TERMS OF THE MERGER
THE CAMPAIGN FOR VOTES
THE OUTCOME: HEWLETT-PACKARD/COMPAQ
REFLECTION: THE VALUE OF COMMUNICATION, CREDIBILITY, AND CONTROL
NOTES
Chapter 10 - December 1994: The Acquisition of Snapple by Quaker Oats
SNAPPLE BEVERAGE CORPORATION
MOTIVES FOR QUAKER’S ACQUISITION OF SNAPPLE
HOW THE ACQUISITION PLAYED OUT
COUNTERPOINT: SMUCKER’S ACQUISITION OF JIF AND CRISCO
REFLECTION: THE ROLE OF STRATEGIC REACTION
NOTES
Chapter 11 - May 1999: Mattel’s Acquisition of The Learning Company
MATTEL’S ANNOUNCEMENT OF THE DEAL
COUNTERPOINT: IBM’S ACQUISITION OF LOTUS DEVELOPMENT CORPORATION
CONCLUSION
NOTES
Chapter 12 - January 2001: Merger of AOL and Time Warner
INTRODUCTION
ORIGIN OF THE MERGER
AOL
MOTIVES FOR THE MERGER
AFTERMATH
THE DRIVERS OF FAILURE
COUNTERPOINT: YAHOO! ACQUIRES GEOCITIES AND BROADCAST.COM
THE ACQUISITION OF BROADCAST.COM
AFTERMATH: YAHOO!
CONCLUSION
NOTES
Chapter 13 - December 2001: Dynegy’s Proposed Merger with Enron
THE MERGING FIRMS: ENRON AND DYNEGY
EVENTS LEADING UP TO THE MERGER PROPOSAL
NEGOTIATIONS TO MERGE ENRON AND DYNEGY
THE DYNEGY/ENRON MERGER FALLS APART
COUNTERPOINT: ACQUISITION OF GENERAL CINEMA BY AMC
WHY DYNEGY/ENRON FAILED AND AMC/GENERAL CINEMA SURVIVED
NOTES
Chapter 14 - January 2002: Acquisition Program of Tyco International
TYCO’S SURPRISING NEWS
COUNTERPOINT: THE ACQUISITION PROGRAM AT BERKSHIRE HATHAWAY
CONCLUSION: SOME LESSONS ABOUT MOMENTUM ACQUIRING
NOTES
III - AVOIDING THE DEAL FROM HELL
Chapter 15 - Conclusions and Implications
THE “WHAT” OF M&A FAILURE: PREVALENCE OF FAILURE AND SUCCESS
THE “WHERE” OF M&A FAILURE: NEIGHBORHOODS OF FAILURE AND SUCCESS
THE “WHO” OF M&A FAILURE: PROFILES OF FAILURE AND SUCCESS
THE “HOW” OF M&A FAILURE: THE “PARABLE”
THE “WHY” OF M&A FAILURE: THE PERFECT STORM
FURTHERMORE: A FAILURE-FREE WORLD OF M&A?
Chapter 16 - Memo to the CEO: A Coda on Growth
CULTURE OF GROWTH MOMENTUM
THE KIND OF GROWTH THAT MATTERS
MANAGING IN A HIGGLEDY-PIGGLEDY WORLD
WAKE UP AND SMELL THE SULFUR
References
About the Author
Index
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Dedication
A writer doesn’t so much choose a story as a story chooses him. I know lots of stories, but for some reason only a few grab hold of me. They catch me and worry me and stick with me and raise questions . . .
—Robert Penn Warren
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