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m and aTRANSCRIPT
SUMMER TRAINING PROJECT REPORTON
Mergers & Acquisitions
AT
Submitted in the partial fulfillment for the degree of
Master of Business Administration (MBA)
Under Guidance of:Submitted by:
Abhishek Sachan RuchaPandit
Department Of Animation and Mobile Application, Gujarat University Ahmadabad
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Industry and company orientation
Industry overview
Business intelligence (BI) is a set of theories, methodologies, architectures, and technologies that transform raw data into meaningful and useful information for business purposes. BI can handle enormous amounts of unstructured data to help identify, develop and otherwise create new opportunities. BI, in simple words, makes interpreting voluminous data friendly. Making use of new opportunities and implementing an effective strategy can provide a competitive market advantage and long-term stability.
The BI system includes the following parts:Interested parties and their respective information needs
Input of data
Storage of data
Analysis of
data
Automatic and selective dissemination of information
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Company overview:
SNL Financial collects, standardizes and disseminates all relevant corporate, financial, market and M&A data — plus news and analysis — for the industries they cover: banking, financial services, insurance, real estate, energy, media/communications and metals & mining.
SNL Financial was originally founded as "S&L Securities" in New Jersey in 1987 with an initial focus on the savings and loan industry. But state law would not permit the incorporation of a non-bank with "S&L" in the official company name. So they replaced the "&" with an "N" to create "SNL." And their universe soon expanded well beyond savings & loans to the various business sectors they cover today.
Since their founding, SNL has continuously expanded their global operations, as well as the scope and depth of their coverage and products — all without compromising the standards of quality and customer service that drive their success. Throughout the organization, SNL has infused 4 core tenets — Accuracy, Relevance, Completeness and Timeliness — and they stand behind their published information with a unique Accuracy Guarantee.
The company has an electronic database through which it offers real-time news and alerts, newsletters, news archive, complete company profiles, sec and non-sec documents, events calendar, market data, industry data, data export to excel, equity and fixed income research reports. It also provides sector-specific financials, transcript.
SNL Financial's global reach spans 24 offices worldwide, with an
ever- expanding workforce of more than 2600 employees. SNL
Financial Launched Insurance coverage in 1997 and entered into the
Property & Casualty Insurance business.
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SNL Finance has their offices in the various countries such as India, U.S.,
U.K., Pakistan, Canada, Singapore, Australia, Philippines and Sweden.
In 2012, SNL Finance has celebrated its 25th Anniversary!
SNL Finance has rebranded the Metals & Mining coverage in 2014.
The Customers
The major customers of SNL Finance are:
Morgan Stanley
Bank of America
Citigroup
UBS
Merrill Lynch
Goldman Sachs
Barclays Capital
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The Competitors
Some of the competitors of SNL Finance are:
Bloomberg L.P.
Thomson & Reuters
Factset Research Systems
S&P (Standard and Poor’s)
Markit
The only difference that lies in work done by these companies and SNL Finance
is that the former cover many sectors while SNL covers only few sectors but it
has in-depth knowledge about each sector.
Area of Business
SNL Finance covers the following major sectors in their areas of business.
1. Financial Institutions
2. Energy
3. Real Estate
4. Media & Communications
5. Metals and Mining
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About M&A at SNL Financial
SNL uses a number of sources to detect deal activity, including press releases and documents such as Forms 10-Q, 10-K and MP. SNL also produces complete, sector-specific league tables.
Termination fees and lockup agreements Cost savings and restructuring charges Deal accretion/dilution and regulatory/shareholder approvals -
Advisers and adviser fees
The chart below shows when each industry covered by SNL became covered by the M&A department.
Actual deal entry of each deal type may not have occurred at the dates listedbelow, but the department currently guarantees comprehensive coverage of each industry going back to these dates.
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M&A: What is M&A?
Mergers and acquisitions (M&A) and corporate restructuring are a big part of the corporate finance world. Every day, Wall Street investment bankers arrange M&A transactions, which bring separate companies together to form larger ones.
Defining M&A
The Main Idea: One plus one makes three: this equation is the special alchemy of a merger or an acquisition. The key principle behind buying a company is to create shareholder value over and above that of the sum of the two companies. Whether a purchase is considered a merger or an acquisition really depends on whether the purchase is friendly or hostile and how it is announced.
Acquisitions
When one company takes over another and clearly established itself as the new owner, the purchase is called an acquisition. From a legal point of view, the target company ceases to exist, the buyer "swallows" the business and the buyer's stock continues to be traded.
Mergers
A merger happens when two firms, often of about the same size, agree to go forward as a single new company rather than remain separately owned and operated. This kind of action is more precisely referred to as a "merger of equals." Both companies' stocks are surrendered and new company stock is issued in its place. For example, both Daimler-Benz and Chrysler ceased to exist when the two firms merged, and a new company, DaimlerChrysler, was created.
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Varieties of Mergers: From the perspective of business structures, there is a whole host of different mergers. Here are a few types, distinguished by the relationship between the two companies that are merging:
Horizontal merger - Two companies that are in direct competition and share the same product lines and markets.
Vertical merger - A customer and company or a supplier and company.Think of a cone supplier merging with an ice cream maker.
Market-extension merger - Two companies that sell the same products in different markets.
Product-extension merger - Two companies selling different but related products in the same market.
Conglomeration - Two companies that have no common business areas.There are two types of mergers that are distinguished by how the merger is financed. Each has certain implications for the companies involved and for investors:
o Purchase Mergers - As the name suggests, this kind of merger occurswhen one company purchases another. The purchase is made with cash or through the issue of some kind of debt instrument; the sale is taxable. Acquiring companies often prefer this type of merger because it can provide them with a tax benefit. Acquired assets can be written- up to the actual purchase price, and the difference between the book value and the purchase price of the assets can depreciate annually, reducing taxes payable by the acquiring company. We will discuss this further in part four of this tutorial.
o Consolidation Mergers - With this merger, a brand new company is formed and both companies are bought and combined under the new entity. The tax terms are the same as those of a purchase merger.
Valuation Matters
Naturally, both sides of an M&A deal will have different ideas about the worth of a target company: its seller will tend to value the company at as high of a price as possible, while the buyer will try to get the lowest price that he can. There are, however, many legitimate ways to value companies. Here are just a few of them:
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Comparative Ratios - The following are two examples of the many comparative metrics on which acquiring companies may base their offers:
o Price-Earnings Ratio (P/E Ratio) - With the use of this ratio, anacquiring company makes an offer that is a multiple of the earnings of the target company. Looking at the P/E for all the stocks within the same industry group will give the acquiring company good guidance for what the target's P/E multiple should be.
o Enterprise-Value-to-Sales Ratio (EV/Sales) - With this ratio, the acquiring company makes an offer as a multiple of the revenues, again, while being aware of the price to-sales ratio of other companiesin the industry.
Replacement Cost - In a few cases, acquisitions are based on the cost of replacing the target company. For simplicity's sake, suppose the value of a company is simply the sum of all its equipment and staffing costs. The acquiring company can literally order the target to sell at that price, or it will create a competitor for the same cost. Naturally, it takes a long time to assemble good management, acquire property and get the right equipment. This method of establishing a price certainly wouldn't make much sense in a service industry where the key assets - people and ideas - are hard to value and develop.
Discounted Cash Flow (DCF) - A key valuation tool in M&A, discounted cash flow analysis determines a company's current value according to its estimated future cash flows. Forecasted free cash flows (operating profit +depreciation + amortization of goodwill – capital expenditures – cash taxes - change in working capital) are discounted to a present value using thecompany's weighted average costs of capital (WACC). Admittedly, DCF is tricky to get right, but few tools can rival this valuation method.
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M&A: Transactions
There are many different types of transactions covered by the M&A department.
In the case of an auction where a company is offered for sale to the winning bidder, M&A will not cover the transaction until a formal agreement is signed between the buyer and seller. Winning bids enable the potential buyer to begin participating in a negotiation process with the seller to reach a final sale agreement. If an agreement is reached, M&A will cover the deal.
The following is the type of M&A transactions that covered by M&A department.
Mergers of Equals Mergers of Mutual Demutualization Reverse Mergers Government Assisted Acquisitions Tender Offers Management Buyouts Joint Ventures & Spin-Offs Multi-Bank Mergers SIP Mergers
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Information Gathering
1. Online Sources2. Document Collection3. Document Routing4. Quarterly Adviser Surveys5. Deal Questionnaires6. Response Save7. Fax Save8. External Calls9. Deal Entry Tasks
10. Non-Searchable Documents
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1. Online Sources
The M&A department collect information from many sources.
These sources consist of online news wires, various regulatory agency websites, independent online databases, M&A advisor websites and direct email communication with deal participants and advisers.
The list below shows that online information sources of M&A department:
Checking M&A Wires M&A Resource Pages Factiva Third Party Email Web-Watchers YouTube
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Checking M&A Wires
M&A checks certain news wires on a daily basis to ensure that all relevant M&A activity is added to the database.
The majority of the news wires M&A checks are on the Yahoo! website.
M&A Resource Pages
M&A collects deal-related and company-related information from various online sources. The resources mainly consist of regulatory agencies and independent information providers. Each industry covered by SNL has its own list of online resources. Every deal that is entered by M&A must be researched fully.
M&A also covers deals that involve non-classified companies, some of which are publicly traded in the United States. Public non-classified companies file documents is collected from Securities and Exchange Commission (SEC) and all of their documents can be accessed online using the SEC's EDGAR system.
In general, a company's website is the best place to find information about the company, and these websites is checked in the event of any non-classified company that is covered by M&A.
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The following is the list of industry for which the M&A department is getting the information from respective regulatory agencies web sites:
Bank & Thrift FinSer/Insurance Media & Communications Energy
Factiva
Factiva is a current international news database produced by Dow Jones, one of the leading global providers of economic and financial information. Users have access to a wide range of information from newspapers, newswires, industry publications, websites, company reports, and more.SNL is one of the subscribers of Factiva for information gathering. M&A department is taking extra precautions to track all of Factiva usage. They maintain Google spreadsheet for track Factiva usage. This sheet is updated every time whentheyuse Factiva and immediately after they access an article.
YouTube
When a deal is announced, companies will sometimes post videos to YouTube as part of their social media strategy that discuss the transaction, much like a conference call.
From this source M&A department want to be sure to view such videos as to collect any valuable information that might not be available in other deal sources.
2. Document Collection
The M&A department is responsible for seeking out, ordering, obtaining and reviewing all deal-related documents that have been filed with state and federal regulatory agencies. The process of collecting these documents varies for different industries in M&A because the regulators, which are industry-specific, each have their own unique requirements for ordering copies. Though most of the documents the M&A department collects are technically within the public domain, some are not necessarily "made public" either online or in print formats.
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the following type of documents thatthe M&A department collectfrom state and federal regulatory agencies:
Bank Regulatory Documents Insurance Regulatory Documents Media Regulatory Documents Energy Regulatory Documents
3. Document Routing
Document Routing Procedures Documents Routed by M&A Documents Routed to M&A
Document Routing Procedures
1. Open the Document Information form in the database (File --> Documents --
> Docs and 13Ds) and then use the Ctrl-G search function to load the document that needs to be routed.
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2. Once again, check to see if the document has already been routed to the selected group by clicking on the Doc Review tab of the Document Information form. Departments that are listed in red indicate that there are conditions upon which adocument of this type will be added to that group's doc-check queue. For example, 10-K filings are masked for the Real Estate Property department, but that group will only receive doc-check rows for 10-Ks that apply to REIT companies. A 10-K for a non-REIT company could be routed to the Real Estate Property group if itcontains information about REIT activities, but it will not be routed there automatically.
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3. Click on the DocCheck tab and then click the "Add DocCheck" button. On the form that appears next check the boxes next to the department(s) the documentneeds to be routed to and then click the "Add DocChecks" button. A row will beadded for each selection that is made. If a doc-check task already exists for that group, the check box that corresponds to that group will be disabled.
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Documents Routed by M&A
Each of the following SNL Content groups rely on M&A to route documents to them if certain pieces of data are reported.
Corporate Data Services:
Information about director committees Information about annual meeting dates Information regarding the appointment of new directors or the departure
of existing directors Clauses 5.02 and 5.07 which contain information related to officers and
company meetings Changes to roles for CEO/CFO/COO/CUO, Chairman, Vice
Chairman, Directors, etc.
Capital Markets:
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All offering information (including IPOs) Change to the company's ticker symbol or a change in stock exchange Information related to a company’s capitalization (found in IP, EP and
MP documents) OC and OC/A filings which are not already masked for Capital Markets 8-K's or other documents that mention the company's intentions to
participate in TARP (only if the company has no Capital Markets doc-check row already)
Accounting Departments:
Information regarding the financials of the company, found in S4 documents or any other documents which are not already masked for the various Accounting teams
Information regarding a company's earnings meetings Information regarding a GAAP-covered company changing its name
The following departments rely on M&A to pass along relevant information, but they should not receive the information through the doc-routing process. Each department has its own preferred method of receiving the information from M&A.
Filings Services:
If a document has been given an incorrect filing type or has been linked to the wrong KeyInstn M&A should add a task for the Filings Services team to fix it. This can be done through the Document Request System.
o Press releases with a filing type of "PR" frequently need to be converted to a filing type of "MR" if it relates to M&A.
o If a document comes through as an MR, but does NOT relate to
M&A, you should request that it be converted back to a PR.
News:
Any time a deal has been reported in a document (or anywhere else) and the SNL News team has not yet been made aware of it, M&A should send it to
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the appropriate News email mailing list (Bank Deal News, FinSer/Insurance Deal News, etc.).
Bank Reg Corporate & EFIG Corporate Structure:
If information related to a bank changing its name is found by M&A it should be passed to Bank Reg Corporate or EFIG Corporate Structure by email so they can update the company's Instn.
After a Bank & Thrift Company deal completes M&A needs to send anemail to the respective group to verify the changes made in the corporate structure and Instn Multiple Parent form of the target.
Branch Data Management:
Any information regarding a branch opening or closing should be emailed to Branch Data Management so they can update their data accordingly.
Events:
For all the Events-related information M&A should create a task for their department to update their data. Tasks created for the Events group should have a Work Flow Composite of "Ad Hoc - Ad Hoc" and be given an "Urgent" priority. Events information that would warrant an Ad Hoc task include the following things:
o Investor meetings dates or investor presentationso All non-financial conference callso If a company postpones or cancels an earnings conference call
or expected earnings release dateo Information about future events reported in ET or MT
documents.
Documents Routed to M&A
M&A requires other Content groups to route documents to them if they contain the M&A-related information as well.
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S-1, S-1A and S-3 documents that include M&A-related informationo M&A-related information is frequently given in S-1 and S-
1A documents. S-3 documents very rarely contain M&A-related information.
The Capital Markets group is required to check for M&A-related information in their filings by searching for words and phrases like "merge," "acqui," "purchase" and "sale".
o There will be many results if these words are searched, but CapitalMarkets will only route documents to M&A where the filer of the document discloses information related to a merger, acquisition or sale.
4. Quarterly Adviser Surveys
Known legal counsels and financial advisers are surveyed quarterly to compare SNL's record of deals on which they advised with theirs. In most cases, the information SNL collects through this method is non-public information, which means that SNL clients have access to data that cannot be found elsewhere.
5. Deal Questionnaire
For every deal profile that is entered by M&A, deal questionnaires need to be sent out to the participants and advisers. These questionnaires display all of the most important fields from the Deal form.Any pieces of information about the transaction that M&A has already collectedwill be filled in these fields, but any that have not yet been collected will be left blank for the deal contacts to fill in. Through this process M&A is able to collect a great deal of information that was not made public.
The following is the step in the process of deal questionnaires:
Deal Questionnaire List Survey System Procedures Contact Management Form
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Deal Questionnaire List
The first step in the process of sending deal questionnaires is identifying which deals need to have the questionnaires sent out. To find a list of these deals, open the Questionnaires Excel file then follow these procedures:
1. Go to the SQL tab of the workbook, then go to the "Refresh All" button in the top menu bar. Select "Refresh All" from the drop-down list.
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2. Once the table is refreshed, move to the Table tab of the workbook. On this tab, select both tables, go back up to the "Refresh All" drop-down and select "Refresh All" from the list of option.
3. Once the table is refreshed, click on cells B2 and E2 to filter the respective tables by the desired date. The number of deals for the selected day(s), broken down by industry, will appear in Column B and Column E.
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Survey System Procedures
To send deal questionnaires, follow these procedures:
1.In the Run search field on the main Start menu, enter "westx" and then click "OK." This will open up the WESTx program.
2.In WESTx, click on File, then scroll down to "Content Management" and choose "Survey System" from the list of options. The Survey System form will open.
3. In the Questionnaire field select "M&A Deal." Once this is done,the KeyDeal field will appear to the right. Enter the KeyDeal number of the deal profile that needs to have questionnaires sent out, and then click the "Get Companies/Assets" button.
4.A list of deal contacts will appear in the bottom-left pane of the form. In this pane select all of the deal contacts that should receive a deal questionnaire.
5.Add the KeyPerson from the Preferred Contact list. Once this has been done, the contact should appear as an option in the WESTx survey system. Only select and send the deal survey to the preferred contact.
6. A list of fields from the Deal form will appear in the bottom-right pane of the form. In general, all of the fields in this pane should be left selected. (All data fields are selected by default.) However, it a specific field needed to be
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intentionally left off of the deal questionnaire, de-selecting it from this list would remove it.
7.BEFORE CLICKING SEND always they had to ensure that the recipient is not on the BLACK LIST and that only preferred contacts are receiving surveys from firms who have preferred contacts!
8.Once all of the deal contacts have been selected and the questionnaire is ready to be sent out, click the "Send" button.
9. After clicking the "Send" button click the "Yes" button on the pop-up that appears:
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6. Response Save
The Response Save program is used to save copies of emails, returned deal questionnaires and returned adviser surveys as SNL documents. The resulting documents are not viewable by SNL clients, but they serve the important purpose of recording the sources of valuable pieces of M&A information that are collected from deal participants and advisers.
The following is the parts of response save program:
Response Save Installation Response Save Procedures Questionnaire Checking Response Save Responsibilities
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7. Fax Save
The Fax Save program is used to save copies of faxes, returned deal questionnaires and returned adviser surveys as SNL documents.
The resulting documents are not viewable by SNL clients, but they serve the important purpose of recording the sources of valuable pieces of M&A information that are collected from deal participants and advisers.
To view and/or process a fax using Fax Save, follow these procedures:
1.In the Run search field on the main Start menu, enter "S:\SNL\Docs\FaxSave\faxsave.exe" and then click "OK."
2.When the main form opens, select "M&A" as the Industry. Depending on the content of the fax, select either "M&A Adviser" or "M&A Deal" from the Fax Type drop-down menu in the Fax Information section. The fax type setting will define how the fax will be categorized once it is converted to an SNL document.
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3.Review the fax (which will automatically open in a separate window) for relevant M&A information. Identify the sender of the fax and their KeyInstn number, along with any deal record(s) to which the fax pertains.
4.Enter the KeyInstn number of the sender in the Ticker/KeyInstn box in the upper-right corner of the form, and enter the KeyDeal number of any related deal in the Comment field.
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6. If the fax is a returned deal questionnaire, click on the "Contact Management" button on the Participants tab of the associated Deal form.
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6.On the bottom of the Contact Management form there will be a list of deal questionnaires that have been sent out for the deal (marked by the blue arrow in the screenshot below). Find the deal questionnaire that is being saved in Fax Save and click on its row. The recipients' names appear in the middle of the form (markedby the green arrow), and the recipients' company appears on the bottom-right. Once the correct row has been selected, put the form in edit mode and fill in thethree boxes marked by the red arrows. The three boxes should contain the following information:
KeyFaxStatus: OK Quest. Finalized: Returned fax Finalized Date: Date fax was received
Once the three boxes are entered, click the "Save" button in the database.
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7. On certain faxes, the box below the Comment field on the SNL Fax Questionnaire Save Program form will show a list of surveys connected to the entered KeyInstn number. If the survey being responded to can be found, check the box and click the "Save" button. If the survey cannot be found, click the "Save" button and disregard the popup box that appears.
8. Once the form has been saved the next fax in the queue will appear in a new window. After the last M&A-related fax is saved the following message will appear:
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8. External Calls
The M&A department collectinformation from many sources. The Company Relations team is primarily responsible for reaching out to deal contacts to get more information about certain transactions and clarify ambiguous or contradictory data that has already been reported.
Besides collecting information from external sources, M&A is also occasionally tasked with communicating with SNL clients directly to provide them with information about the database. SNL's Product Operations team is primarily responsible for answering client questions, but there are times when either Product Operations requests that the experts of the Content team get in touch with the clients or the clients reach out to contacts in the M&A department directly.
In either case, it is critical that only a few select people in the group engage in direct contact with clients. Permission to communicate with external users of the database should be given by M&A managers, and it should be based on each individual analyst's command of the native language of the client and, of course, their knowledge of the data in discussion.
Use the following procedure about how the M&A department collect information from deal participants and advisers:
Company Calls Communicate Externally Procedures Communicate Externally Tasks
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9. Deal Entry Tasks
Deals found by News Deals found by M&A
Deals Leads found by News Team
Lead task will be created and lead analyst/approver will send an e-mail to the team with the subject "Lead Created"
Once an entry analyst sees the e-mail he will pick up the task without responding to the e-mail.
Approver will pick up the deal and approve the deal without any e-mailnotifications
The categories for the lead task will base on industry classification so it will be easier for analysts to identify the deal on entry/approval. Industry classification will be decided based on the filers/participants involved in the deal
Deal Leads found by M&A
Send an e-mail regarding the new transaction to the relevant industry e-mail thread and create a lead task. The task should have all the details of the transaction including the sources of info.
AM's, Analysts, & Senior Analysts will have to closely monitor the dashboard to address any news tasks that have been added
The categories for the lead task will be based on industry classifications so it will be easy for analysts to identify the deal type on entry/approval. TheIndustry classifications will be decided based on the Filers/Participants involved in the deal.
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10. Non-Searchable Documents
Placing OCR Request for Filing Services (Optical Character Recognition)
Optical Character Recognition (OCR) is the process of converting printed/scanned paper materials or PDFs into text or word processing files that can be easily edited and searched.
Why it is important to create tasks for Filing Services rather than convertingthe document to a searchable format through software such as Microsoft Document Imaging?
o Documents converted using Microsoft Document Imaging cannot besource-tagged
o Once an OCR task is processed by filing services, documents become searchable for anyone else who wants to use the document in the future.
Creating Tasks in WESTX
From the "Department" drop down menuo Please select Filing Services unless your document is related to
the GFIG or Metals & Mining project.o If your document is related to these two projects, please select the
corresponding "Filing Services" Dept (Filing Services- GFIG or Filing Services: Metals & Mining".
o If the document is not related to the GFIG or Metals & Mining project please use the "Filing Services" Dept
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The workflow composite should be “OCR Conversion: Load Document”
*Before creating tasks, make sure you have the “Show Deleted Rows” field option selected in WestX. As departments transition over to Pathfinder, tasks created in WestX will be deleted. Keeping this option checked will allow us to keep track of any tasks that have been moved to pathfinder.
Priority: High Target Date- Same Day (For domestic industries), Two days after start
date for expansion projects Key Doc: Enter the keydoc of the document which needs to be converted
When you receive a followup e-mail from filing services please source tag the deal on priority. We will be keeping track of all deals which are pending OCR conversion in the Deals Pending OCR Conversion Google Doc.
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Quality & Systems Control
CMI Procedures Quarterly Approver Refresher Revised EIS Procedures EIS Records Audit Reporter WEST Reporter Deal Deletions Procedure Procedures
CMI Procedures
The purpose of the Content Maintenance Item (CMI) list is to maintain all the ideas onto one common platform. These ideas could be either simple error-check requests (new as well as modifications) or enhancements (tools, processes, etc.) or audit proposals that upon completion would ultimately resulted into the decrease in processing time of any specific task or improvement in Timeliness on work done or help in decreasing errors. It is usually the responsibility of senior analysts and department managers to vet the list, increasing the priority level of the most important CMIs and culling out any ideas that are not necessary
Adding a New CMI People and Teams Project Overview Updating a CMI Searching the CMI List
CMI Execution
Adding a New CMI
1. Go to M&A’s Projects & Ideas page. A new page will open where all the projects created by you (if any) will be listed under "My Content Maintenance Items".
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2. To add a new CMI, click "Items" under List Tools at top left corner of the page.
3. Press the "New Item" to add a new item to this list.
This will open up a new page where you actually document your ideas.
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Project Overview is the main tab where you have to give all the relevant details. Below are the details of how an M&A analyst needs to fill each and every field that is required from him/her:
People and Teams
This section includes only three fields.
Owner: Whenever one creates a new CMI, this field automatically pulls his/her name in this field, however, one can change the owner at the same time as well.
Project Manager: Not necessarily give the name of Project Manager ofM&A all the times, as majority of the requests are being handled at Manager/Content Manager’s level.
Other Stakeholders: Being an M&A analyst, we MUST need to fill-in this by adding all the Assistant Managers, Managers, Content Manager and Process person – so that everyone know what’s being proposed and what would be the next step to execute this in a best way. It means the following names must be included herein:
o M&A Assistant Managers (Shahab, Naveed, Wajid, Chandra)o M&A Managers (Farhan, Ancy, Ashish)o Content Manager (Dave Allen)o Process Person (Amanda Harris)
Updating a CMIOnce we have added a CMI, there are chances that the CMI will be updated at different levels. For Example, an analyst entered a Tool/System Enhancement then the Content Manager (or the Process Person) must have to vet that idea, so he/she will go to the CMI link and press the Edit Item button:
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And then make the appropriate edits by changing either Priority (High, Low, Average, etc.) or the Status (In progress, Void, Complete, etc.) or some additions/deletion in Project Overview section or any other significant change.
Here, it’s necessary for any person who’s making a significant change in a particular CMI, he/she MUST need to give a short explanation for what changes are made and why. This explanation should be given into the box available at the end of the “Health/Communication” section:
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Searching the CMI List
Before you start adding a CMI onto this page, it’d be highly recommended to search the CMI list first, and then add your own, if you didn’t find it already available on SharePoint. In order to search, they have to be very choosy in selecting a name for your CMI and searching the CMI page with some selected words.
To search the CMI page, go to below mentioned page by clicking “Projects and Ideas” from M&A’s Homepage:
Give the selective word or combination of words that you think could be used by someone else to create the CMI, into the search box - given at the top right corner of the page with text written as “Search this site…” (as highlighted in screen-shot above) and press the magnifier/search button next to it.
Suppose they wanted to enlist an idea of dynamic task to be created whenever they do perform a specific act, say a dynamic task for M&C Accounting group whenever M&A approves LOBs of Communications industry on any deal entity.So, first we have to give the words “Dynamic Task” and search the site:
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It’ll give us the list of all the available CMIs that contains these two words and then by reading through the context of each CMI.
Though this process will take a little bit time to verify the existing CMIs but at the same time it’d help in having this list more scrutinized and free of duplicates, which in-turns safe the time of other stakeholders as well.
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CMI Execution
Audit CMI's
For Small Audits: Once the CMI is created it should be completed as soon as possible and closed
For Bigger Audits: Audits such as root cause audits or others that havenumerous violators and require a significant amount of resources and time need to be approved by a content manager before they begin the audit. After the audit is completed the CMI should be closed
Error Check CMI's
Analysts can enter their suggestions for error checks into a CMI Industry Specialist/Industry Experts will add SQL Queries (KeyItems,
etc..) if they believe the error check is necessary Audit team will then work on closing these CMI's and notify M&A of
any changes made.
Quarterly Approver Refresher
In an effort to ensure that approvers in the M&A department are consistently having their knowledge of the department's procedures tested, each one will be required to participate in a series of quarterly "refresher" sessions. These training sessions will cover all of the basic, fundamental processes of the M&A department.
EIS Record
Internal EIS records are designed to reduce external EIS records by improving data accuracy, identifying areas of improvement through feedback/training, improving procedures by highlighting areas that are not comprehensive, prompting the creation or modification of error checks/warnings, and tracking analyst performance.
Approvers can add an IEIS case right when he finds a mistake. Any M&A analyst can enter an "IEIS" record, but it is important that T1 analysts have an approver approve analyst have a changes before adding an IEIScase. Each analyst should be responsible to enter an IEIS record on their
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own but the lead person must be cross office AM/Industry Specialist/Industry Expert.
IEIS records should be entered for all errors found during regular workflow. An analyst should not spend time specifically seeking out IEIS cases to submit. Tasks specifically designed for finding mistakes (i.e. audits, Deals Approved Report, WEST Reporter) should not be used to submit internal errors.
To enter an internal EIS record follows these procedures:
1. Click the "Add New Record" link in the top-right corner of the page. This will open the Case Information page.
2. Fill in the "Title" field – title should follow the following format: Key Deal_FieldName_Your short name (i.e DJ)
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3.Fill in the "Description" field - Following items must be mentioned in the error description:
Key Deal: Deal Number in which the error was found. Participant Name and Date:[Buyer Name/Target Name
– mm/yyyy] Data Point: Data point on which the error occurred.
Example: Participants, Goodwill, Events Tab Error Description: How you got (Found?) this error? Along
with details of the KeyDoc or KeyTask that you were working on.
Source: KeyDoc or KT or any other source from which analyst made an error. If data error from doc, then you must mention page number where data was available.
Error detail: It should be well explained about error with research work done related to error, where it is available in original doc, how you fixed the data, etc. Do mention the error check if missed by analyst.
Solution Proposal: Quick details about the proposed solution for the problem. Error Check/Audit/Automation
Once this is done click the "Save and Continue" button. Once this is done click the "Save and Continue" button.
4. Fill in the other details:
Input Type: Should be "Error". Support Type: Should be "Data Collection". Priority: Should be "Average". Lead Person: It must be cross office AM/IS/IE. (Confirm with your AM if
you are not sure about lead person’s name). Industry: Should be the industry of the deal that included the error.
Bank,Insurance, etc.
Content Group: Should be "Mergers & Acquisitions".
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Lead Department: Should be "M&A". Follow-Up Date: Will be filled in automatically as one month after the case
is created. The follow-up date can be modified if required but keep as it populates no need to change.
Content Set: Should be “M&A Transactions”
Number of Errors: Actual number of errors. Associated field should be counted as single error.
EIS Records
The purpose of the Error Integrity System (EIS) is to provide means to track all client-reported external errors and internal errors, identify and track root causes of errors/problems in the database, properly categorize errors for better understanding/reporting on data quality and to make sure that correction actions are being taken, lessons are being learnt and enough preventive means are being taken to avoid similar errors in future.
There are two distinct methods in which errors are reported: Internally or Externally. Internal errors are errors caught and recorded by SNL employees and they are entered directly into EIS. External errors areerrors caught and reported by SNL clients. Microsoft Salesforce is the tool used for SNL’s relationships with clients, which includes the collection of error reporting, resolution, and reward issuance. Cases that are identified as errors become, by nature, records in the EIS.
All errors created by a user in Salesforce as a result of a client call result inthe creation of a corresponding EIS record. All EIS records created as such are referred to as "external" records. All errors caught by SNL employees and recorded to EIS are referred to as "internal" records. External records generated from a case in Salesforce will also generate a task in the internal task system (Dashboard) for the related Content group. The intention is to not only track the time spent resolving cases, but also to ensure that EIS resolution remains on the workflow radar of every relevant team.
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Audit Reporter
The Audit Reporter program is used to run queries and audits on M&A data, especially audits that need to be run on a regular basis. These reports are important to run because it ensures that any information we have within the Extractor program is approved and also the mapping of that data is approved so that our clients see the most up-to-date information in the product.
Open Audit Reporter by going to “Start” > “Run” > “auditreporter”
Once Audit Reporter opens you will see under the “Main” bar on the left a category called “MnA As Reported” and within that you may use the reports “MnA Extractor” or “MnA Mapping”
1. MnAExtactor: shows you any data that is modified or ready for approval that has not been approved within Extractor.
2. MnA Mapping: shows you data that was sourcetagged within WEST but that sourcetagging was not approved within the deal form, the deal event form, or the entity finl form.
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Within MnA Extractor you can search by using different criteria:
1. MnA Items Modified, MnA Items Ready for Approval, or you may select both. These selections are made by checking the boxes on the left side under MnAAs Reported >MnAExtactor.
2. Deal Type: Select any specific one or many deal types. If you want to search all deal types you do not have to select anything and it will run all.
3. Date Range: check the box labeled “Check to use” in the “Modification Date Range” area and select your desired date range in the drop downs below.
4. KeyDeal: this search takes priority over other searches and will only pull up the KeyDeal you have entered, ignoring the other criteria you have selected.
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Within MnA Mapping you can search by using different criteria:
1. Modified Deal, Modified Deal Event, Modified Entity Fnl or you may select any combination of those three. These selections are made by checking the boxes on the left side under MnAAs Reported >MnA Mapping.
2. Date Range: check the box labeled “Check to use” in the “Modification Date Range” area and select your desired date range in the drop downs below.
Once they have selected the search criteria you desire, press the “Run” button at the top right corner.The report will open on a separate tab called M&A As Reported and withinthis report they will see a list of all the items that fall within your criteria, for example if I run the search with the criteria selected above I will get any item that is modified or ready for approval that has not been approved in extractor that is a B&T Company deal with the event date between Jan. 1, 2009 and June 3, 2009.
From this report I can create a task which can be organized in one of three ways. See the drop down box labeled “Select Creation” to see the following options:
1. One task for this Report: This puts all the line items in their report together within one task.
2. One task per Source Type: these bundles the items together by KeyDeal.
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3. One task per Source: This makes each line item in their report a separate task.
After they select how they want to bundle theirtasks, select the Department they want to assign it to (this is Mergers & Acquisitions in our case), select a Priority level, and an estimated completion date. Then they may press the “Create Tasks” button.
If they want to rerun the report they may cancel the current one they have by pressing the small X button in the top right corner and then they may reselect their desired criteria to run another report.
WEST Reporter
The West Reporter program is a data review and error checking application, and a vital part of the daily content collection process.
The program is made up of a series of reports, each of which runs errorchecks on all data of a specific type and status (Modified, Ready for Approval, Ready for Review, or Approved). Users run West Reporting reports, review errors, and then correct and/or approve associated data in WEST.
How this applies: The process of running West Reporting through West Reporter
does not really change the workflow and our methodology of approving M&A content sets.
The West Reporter report will only report information as the user selects it under 'Report Type' under RFA or Modified state; it will not allow the user to approve/publish the data. This has to be done using the current process of i2ndividually running error checks on dealsand approving those by reviewing the changes within the content set.
Objective: The goal here is to keep all information that has been modified or
updated to be updated and published to our products in a timely manner. The West Reporter tool allows the user to get a consolidated list of information that needs to be reviewed/approved. Information in the reports generated by West Reporter should be cleaned out daily.
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The application of West Reporter can be opened by clicking 'Start' -> 'Run' -> 'Westreporter'. Once the application opens, you will see the following page.
Selection Bar: The selection tool allows the user to select the content set that the
WestReporter should review for modified or RFA information. M&A content group will only be running the M&A Error check report which includes all deal/entity information and the M&A Rumors Error check report for edited or modified Rumors.
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Report Type: The user can select one of multiple options in the drop-down menu
under Report Type. Generally the user should change this to 'modified' so it pulls in anything that is still existing in 'Edit' mode on the deal.
The selection on 'Deal Type; is important and the user should only select oneor two industries at a time - running WestReporter on multiple industries may take more time.
Date Range is only applied if an analyst wants to approve or reviewinformation modified or updated during a certain period of time (for eg. ignoring backfill deals on radio stations and approving more recent deals). Generally this should be left blank to see a comprehensive view.
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To run the report, click Run at the bottom left hand corner of the application view.
The report will open up in a separate tab called M&A Error checking - underwhich the report will list the count of deals that needs to be reviewed/approved and the actual details for each deal.
The report will also have a link on the 'Main' tab under the reports section which the analyst can open up. The analyst can also keep a track of multiple reports run and can switch using the links under the Report area. To clear, the they can just click 'Clear History' up on the main menu.
Deal Deletions
There are times when deals that have been entered need to be deleted from the M&A database. Reasons for deleting deals may vary. Some of the reasons include:
Duplicate Deals: M&A analysts may enter a new deal record without first checking the database to see if it has already been added. Because there should never be multiple deal records for the same transaction in the M&A database, duplicate deal records need to be deleted.
Questionable Coverage: Occasionally a deal will meet M&A's current coverage criteria at the time of entry, but the participants are eventually changed in such a way as to change its coverage standing. Changes to oneof the participants' lines of business are usually the reason behind thischange in coverage. If a change is made that disqualifies the transaction from coverage the deal record should be deleted.
Deals and Offerings: Offering records entered by the Capital Marketsdepartment sometimes overlap the M&A data set. The goal of M&A and Capital Markets is to eliminate these overlapping deals. When an overlap is found, the two departments should decide together which type of record the
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transaction should be entered as, either a deal or an offering, and then delete whichever one is deemed to be unnecessary.
Procedure Procedures
All of the procedure pages for M&A were created using the same general formatting in Microsoft SharePoint. Maintaining uniformity of formatting throughout the suite of pages, even as existing pages are modified over time and new pages are added, is a great way to improve analysts' ability tonavigate the various pages and, hopefully, retain the information they read. The design and structure of the procedure pages were implemented so that M&A analysts and non-M&A team members alike could find any piece ofinformation they needed at any time without any significant confusion or wasted effort.
The procedures below describe how the M&A procedure pages are to be structured and provide details about how each page should be formatted.
Network Structure Page Structure Page Formatting
Network Structure
The M&A procedures network is carefully organized so that any piece of department-related information can easily be found by looking in the most logical place. If procedural information is disorganized or misplaced it can be difficult to find, which requires more time and effort of the analyst that is looking for it.Obviously, the goal of the department should always be to continuously streamline its processes by making them more efficient, so proper organization of the procedures is of the utmost importance.
M&A's procedures follow a basic pyramid model, with broader and/or more general topics "on top" and their related procedures found on the various levels "below," with each underlying level increasing in its specificity the "deeper" it Page 53 of 55
goes. The following diagram uses the idea of building a house as an example of how this model of procedures would be organized for that process:
Page Structure
Each M&A procedure page should be laid out in the same way so that uniformity among the procedure network can be maintained. Each page should have various links to other related procedure pages, as well as bookmark links to help analysts navigate the text.
Page Formatting
The various texts on each M&A procedure page need to be formatted in a similar way to maintain consistency. Formatting consists of text size, font, color, highlight, boldness, underlining, alignment and indentation.
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Bibliography
SNL info web SNL financial merger & acquisitions
http://snlspoint1/Content_Management/Mergers_Acquisitions/Procedures/MnA_Homepage.aspx
SNL intranet
https://intranet.snl.com/intranet/main/index.php
About SNL
http://www.snl.com/About-Us.aspx?name=aboutSNL
SNL financial services information
http://www.snl.com/Sectors/Fig/FinancialServices.aspx
INVESTOPEDIA
http://www.investopedia.com/university/peratio/peratio1.asp
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