PP Restructuring

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    Companies

    Restructuring Analysis

    Prof. Dr. Dan Dumitru Popescu

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    Main issues

    A. Corporate Restructuring of State-Owned-Companies

    1. Commercial Viability through Managed Change

    2. Enterprise Level Restructuring

    3. Institutional Level Restructuring

    4. Cost-Effective Restructuring

    5. What Lies Ahead

    B. General Components of Restructuring for Private

    Companies

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    A. Corporate Restructuring of State-Owned Companies

    The objectives of large scale corporate restructuring:

    Restructure viable corporations

    Liquidate non-viable ones

    Restore the health of the financial sector

    Create the conditions for long term economic growth

    The main government-led corporate restructuring tools:

    Mediation Incentive schemes

    Bank recapitalization

    Asset management companies

    The appointment of directors to lead the restructuring

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    A. Corporate Restructuring of State-Owned Companies

    Laying the foundation

    Overall economic stability (prices, interest rates,

    exchange rates)

    Assess whether the problems are systemic

    A comprehensive restructuring strategy

    A supportive legal, regulatory and accounting

    environment

    Improved governance by using international standards

    Closing non viable corporations will incur social costs,

    so government actions will be needed

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    A. Corporate Restructuring of State-Owned Companies

    Restructuring the Financial Sector

    Restructuring the Corporate Sector

    Choosing the form of Government Involvement

    Government mediation Government-financed Incentive Schemes

    Recapitalizing Banks

    Asset Management Corporation

    A Restructuring Director

    Reducing the Role of the Government

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    A.1 Commercial Viability through Managed Change

    Definition: Restructuring a commercial activity implies

    changechange in the way a company creates value

    and delivers that value in the form of goods or services

    to a marketplace.

    the long term commercial viability of an enterprise is

    dependent on the ability of management to implement

    the changes needed to optimize its strengths and

    minimizes its weaknesses.

    Efficiency-Based Restructuring

    any actions are justified on a cost-benefit basis

    a well defined plan of actions

    a critical path

    short-term and long-term priorities identified

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    A.1 Commercial Viability through Managed Change

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    A.2 Enterprise Level Restructuring

    Identifying the achievable and taking charge

    Techniques for quick assessment and momentum building

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    A.2 Enterprise Level Restructuring

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    A.3 Institutional Level Restructuring

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    A.3 Institutional Level Restructuring

    The basic approach to "Efficiency-Based Restructuring"

    involves the following:

    Choosing the right approach for restructuring

    profile of the enterprise (s) to be restructured, the

    particular industrial or agricultural sector involved, as

    well as the capabilities of the entity overseeing the

    project

    scope of program and resources available

    general environment within which the project is being

    conducted

    Pre-Privatization vs. Post-Privatization Restructuring

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    A.3 Institutional Level Restructuring

    Unique Approach to the Restructuring Process:

    A. Establish a Special Designed Delivery System

    Short-term action plans

    Conciliation agreements

    Financial restructuring plans

    B. Establish a Partnership for Privatization with theenterprise through Cooperative Agreements

    C. Establish Strategic Alliances with other entities

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    A.3 Institutional Level Restructuring

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    A.3 Institutional Level Restructuring

    Stage 1The Triage process

    Stage 2 an in-depth evaluation of the operations and finances

    an in-depth Due Diligence prior to privatization

    Short-term Actions

    Comprehensive Restructuring Plan

    Stage 3 identify potential for rationalizing industrial sectors through

    mergers and spin-offs

    special technical assistance programs

    special purpose valuations

    Environment valuation

    Re-deployment valuation

    Debt valuation

    Stage 4

    Post-Restructuring Assistance Requirements

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    A.3 Institutional Level Restructuring

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    A.4 Cost-Effective Restructuring

    Cost-Effective Restructuring

    Triaging of the Portfolio

    Fast-Tracking any quickly privatizable enterprises

    Risk-Mapping the operational landscape

    Short-Term Action Plans (STAPs)

    Sector Restructuring vs. Enterprise by Enterprise

    Generic Models for rapid deployment

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    A.4 Cost-Effective Restructuring

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    A.5 What Lays Ahead

    Critical Monitoring and Follow-up Support

    Other Critical Success Factors, such as:

    Focus on external issues

    Distribution system Energy availability and cost

    Labor mobility

    Modern pollution standards

    Corporate governance issues

    Decision Support Systems within the enterprise

    Access to reasonably priced capital

    Special skills and services

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    A.5 What Lays Ahead

    Issues related to successful economic reform:

    I. Management of the Process

    II. Measurement of Success

    III. Demonstration-Effect

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    General Components of Restructuring

    Debt Restructuring

    ST Debt Conversion to LT Debt

    Conversion of Debt to Equity

    Debt Consolidation

    Corporate Restructuring

    SBUs / Cost Accounting

    Mergers and Right-Sizing

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    Checklist for Preliminary Company Analysis

    The Company (Question everything!)

    How large is the market? Competitive advantage

    What is the Business Model?

    Who is managing the show? (CEO or CFO?)

    Who really wants the company to succeed and whodoes not?

    SOFT Assets:

    Employee turnover

    Educational level Training level

    Innovative capacity

    Strategy for specific market goals

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    Overview of current Company Status and

    Description of the Business

    Essential Elements of the Business Legal status, reputation, operations, production,

    technology,administration, accounting & control,regulation & licenses, sales & marketing

    Market and Industry

    Management and Organization, Key Personnel

    Business Plan

    Financial Analysis

    Special Issues

    Risk Assessment

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    Case study Romanian Privatization