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SCF Note 1

The document outlines fundamental concepts of strategic corporate finance, emphasizing long-term focus, financial planning, capital structure management, resource allocation, continuous evaluation, and informed decision-making. It distinguishes between strategy and planning, highlighting their different purposes and timeframes, and discusses various types of strategic costing. Additionally, it covers management buy-outs and buy-ins, the development of business plans, components of long-term investment decisions, sources of development capital, and factors influencing capital structure.

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0% found this document useful (0 votes)
8 views11 pages

SCF Note 1

The document outlines fundamental concepts of strategic corporate finance, emphasizing long-term focus, financial planning, capital structure management, resource allocation, continuous evaluation, and informed decision-making. It distinguishes between strategy and planning, highlighting their different purposes and timeframes, and discusses various types of strategic costing. Additionally, it covers management buy-outs and buy-ins, the development of business plans, components of long-term investment decisions, sources of development capital, and factors influencing capital structure.

Uploaded by

bhabaranjan3714
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© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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8Unit -1

1. Basic Concepts of strategic corporate finance:

1. Long-term Focus: strategic corporate finance aims to create sustainable profits over the long run. Imagine you
own a small bakery. Instead of just thinking about how much money you can make this month, you plan how to
grow your bakery over the next five years. This might include opening new branches or introducing new
products.
2. Financial Planning: This involves creating a financial plan that support with the company’s strategic goals. It
includes setting up financial controls and making decisions that support long-term objectives. You create a
budget for your bakery, deciding how much to spend on ingredients, staff, and marketing. You also plan how
much profit you want to make each year and how to achieve it.
3. Capital Structure Management: Strategic finance involves managing the mix of debt and equity to ensure the
company’s long-term solvency and financial health. to expand your bakery, you might need more money. You
decide whether to take a loan (debt) or find investors (equity). The right mix ensures you can grow without
risking too much.
4. Resource Allocation: It includes identifying and allocating financial resources effectively to maximize return
on investment (ROI) for stakeholders. You decide to invest in a new oven that can bake more bread faster. This
investment should help you make more money in the long run.
5. Continuous Evaluation: Strategic financial management requires ongoing assessment and adjustment to stay
aligned with the company’s goals. Every few months, you check if your bakery is on track with your plan. If
sales are lower than expected, you might adjust your marketing strategy or introduce new products.
6. Decision Making: It helps financial managers make informed decisions about investments and financing,
ensuring that these decisions contribute to the company’s strategic objectives. You decide whether to open a
new branch in a different city. You analyze the potential costs and benefits to ensure this decision aligns with
your long-term goals.

2. Strategy Vs Planning
While strategy and planning are closely related, they serve different purposes in achieving an organization’s
goals. Here’s a simple breakdown:
Strategy
Definition: Strategy is the overarching approach or direction an organization takes to achieve its long-term
goals.
 Focus: It focuses on the “what” and “why” – what the organization wants to achieve and why it’s important.
 Scope: Broad and long-term, often involving high-level decisions and resource allocation.
 Example: A bakery’s strategy might be to become the leading provider of organic baked goods in the region.

Planning
Definition: Planning involves the specific steps and actions needed to implement the strategy.
Focus: It focuses on the “how” and “when” – how the organization will achieve its goals and when each step
will be completed.
Scope: Detailed and short- to medium-term, involving specific tasks, timelines, and responsibilities.
Example: The bakery’s plan might include steps like sourcing organic ingredients, training staff on new
recipes, and launching a marketing campaign.

Differences

 Timeframe: Strategy is long-term, while planning is short- to medium-term.


 Level of Detail: Strategy is high-level and broad, whereas planning is detailed and specific.
 Purpose: Strategy sets the direction, and planning outlines the path to get there.
Simple Example
Imagine you’re planning a road trip:

 Strategy: Decide to visit all the national parks in your country over the next five years. This is your long-term
goal and direction.
 Planning: Create a detailed itinerary for your first trip, including which parks to visit, the route to take, where
to stay, and what activities to do. This is your step-by-step plan to achieve your strategy.
By understanding both strategy and planning, you can ensure that your long-term goals are supported by
actionable steps.
Does this help clarify the difference? Let me know if you have more questions!

3. Different types of strategic costing


strategic costing is relevant in different contexts, depending on the companys industry, strategic objectives, and
competitive environment. Some of the types of strategic costing:
1. Target Costing:
Target costing involves setting a target cost for a product based on a competitive market price and desired profit
margin. The product is then designed and produced to meet this cost, ensuring profitability at the expected
selling price.
2. Activity-Based Costing (ABC):
ABC assigns costs to products or services based on the actual activities and resources consumed during
production or service delivery. Unlike traditional costing, which allocates overhead based on simple measures
like direct labor hours, ABC uses multiple cost technis to provide a more accurate reflection of resource usage.
3. Life Cycle Costing:
Life cycle costing considers the total cost of a product, including costs incurred throughout its entire life cycle
—from design and development to production, operation, maintenance, and disposal.
4. Quality costing
It is the process of identifying and measuring the costs associated with ensuring and managing quality within an
organization. It is part of the broader concept of Total Quality Management (TQM) and is used to quantify the
cost of preventing poor quality, as well as the costs resulting from not achieving quality standards.
5. Zero Based Budgeting
It is a budgeting method where every expense must be justified for each new period, starting from zero base.
ZBB requires that all activities be reviewed and justified as if they were being proposed for the first time. Each
budget cycle starts from zero, and managers must justify all expenses, not just the increases over the previous
years budget.
Unit - 2

4. Management Buy-Outs And Buy-Ins


Management Buy-outs: Establishing feasibility of the buy-out, Negotiating the main terms of
the transaction with the vendor including price and structure, Developing the business plan and
financial forecasts in conjunction with the buy-out team for submission to potential funders,
negotiations with potential funders so that the most appropriate funding offers are selected.

Management Buy-ins: Management Buy-in/Buy-outs (“BIMBOs”), Vendor initiated


buyouts/buy-ins.
Management Buy-In (MBI)
A Management Buy-In (MBI) is a transaction where a management team from outside
a company acquires a controlling interest in the business. This is often done to revitalize
a struggling company or to implement a new strategy.

Key characteristics of an MBI:

 External Management Team: The management team acquiring the company is


not currently employed by the target business.
 New Leadership : MBIs bring in fresh perspectives and skills to the company.
 Growth: The goal is often to improve the company's performance, either by
implementing a new growth strategy.
 Financing: MBIs typically involve significant financing, often through a
combination of equity and debt.

Reasons for an MBI:

 Growth: To accelerate growth by introducing new products, markets, or


technologies.
 Planning: To ensure a smooth transition of leadership when the existing owners
or management team retire.
 Private Equity Investment: Private equity firms often use MBIs to acquire
companies and then implement value-enhancing strategies.

Process of an MBI:

1. Identification of Target Company: The management team identifies a suitable


company that aligns with their goals and expertise.
2. Negotiations: The management team negotiates with the existing owners to
determine a purchase price and terms.
3. Financing: The team secures the necessary financing, often through a
combination of equity and debt.

Benefits of an MBI:

 New Leadership: Brings in fresh perspectives and expertise.


 Growth: Can accelerate growth through new strategies.
 Planning: Ensures a smooth transition of leadership.

Management Buy-outs
A management buyout (MBO) is a type of acquisition where a company's existing
managers acquire a significant portion, or all, of the company. This can involve
purchasing the company from a parent company, individual shareholders, or other
investors.

Key Characteristics of MBOs:

 Management-led: The core driving force behind the acquisition is the company's
existing management team.
 Leveraged: MBOs are often heavily financed through debt, such as loans and
bonds. This allows the management team to acquire the company with a relatively
small initial investment.
 Focus on Growth: Management teams typically pursue MBOs to gain greater
control and ownership of the company, allowing them to implement their strategic
vision for growth and profitability.

Reasons for MBOs:

 Increased Control: Management teams gain greater autonomy and decision-


making power.
 Financial Incentives: MBOs can create significant wealth for the management
team through ownership stakes and potential future returns.
 Strategic Alignment: Management teams are highly motivated to improve the
company's performance, as their own success is directly tied to the company's
success.
 Succession Planning: MBOs can provide a smooth transition of ownership for
family-owned businesses or companies with aging founders.

Process of an MBO:

1. Formation of the Management Team: The management team typically forms a


new entity to acquire the company.
2. Financial Planning: The team develops a detailed financial plan, including
projections for revenue, profitability, and cash flow.
3. Negotiations : The management team negotiates the purchase price and
conducts thorough due diligence on the company's financial and operational
performance.
4. Closing the Transaction: Once all agreements are finalized, the transaction is
closed, and the management team assumes ownership of the company.

Benefits of MBOs:

 Improved Performance: Increased management motivation and autonomy can


lead to improved operational efficiency and financial performance.
 Employee Morale: Employees may be more motivated and engaged when they
see that management has a significant stake in the company's success.
 Long-term Value Creation: MBOs can unlock long-term value for both the
management team and other stakeholders.

5. How to develop a business plan:


1. Executive Summary: A brief overview of the business, its objectives,
products/services, financial highlights, and funding needs.
2. Business Description: Overview of the company, its industry, business model,
legal structure, and objectives.
3. Market Research and Analysis: Definition of the target market, competitive
analysis, industry trends, and SWOT analysis.
4. Products or Services: Detailed explanation of your offerings, including their
value proposition and uniqueness.
5. Marketing and Sales Strategy: Plan for reaching your target market, pricing
strategy, sales channels, and customer retention methods.
6. Operations Plan: Outline of day-to-day business operations, including production,
supply chain, technology, and location.
7. Management Team: Profiles of key team members, their expertise, and
organizational structure.
8. Financial Plan: Revenue model, projected income, cash flow, balance sheet,
break-even analysis, and funding needs.
9. Funding Request: If seeking investment, clearly state the required amount and
how the funds will be used.
10. Risk Analysis: Identify potential risks and outline strategies to mitigate
them.

Unit - 3

6. Components of Long-Term Investment Decisions


1. Capital Budgeting:
o The process of evaluating potential investments or projects to determine which ones are worth
pursuing.
2. Risk and Return Analysis:
o Each investment carries risk, and companies must balance the potential returns against the risk
of the investment.
o Tools like scenario analysis, sensitivity analysis, and Monte Carlo simulations are often used to
assess risk.
3. Cost of Capital:
o The return that could have been earned on an investment of similar risk; often used as a discount
rate in capital budgeting.
o Calculated as a weighted average of the costs of equity and debt (WACC).
4. Cash Flow Estimation:
o Estimating future cash inflows and outflows is critical in evaluating an investment’s worthiness.
Only incremental cash flows are considered, and non-cash items like depreciation are excluded.

7. Phases In Long-Term Investment Decisions:


1. Identification Phase

 Objective: Identify potential investment opportunities or projects.


 Outcome: A list of potential investment projects or opportunities for further evaluation.

2. Screening and Evaluation Phase

 Objective: Analyze and evaluate the identified investment opportunities.


 Outcome: A short-list of potential investments that are financially viable and align with the company's
strategy.

3. Selection Phase

 Objective: Choose the most suitable investment(s) from the evaluated options.
 Outcome: Selection of the best investment projects that maximize value to the company while
considering its financial and strategic goals.

4. Financing Phase
 Objective: Determine how the selected investment will be financed.
 Outcome: Finalizing a financing plan that supports the investment while optimizing the capital
structure and minimizing the cost of capital.

5. Implementation Phase

 Objective: Execute the investment project.


 Outcome: Completion of the investment project as per the plan, ensuring resources are used efficiently.

6. Monitoring and Control Phase

 Objective: Ensure that the investment is performing as expected and delivering the anticipated returns.
 Outcome: Ongoing performance tracking to ensure the investment stays aligned with its objectives and
delivers value to the company.

7. Post-Completion Evaluation Phase

 Objective: Assess the overall success of the investment after completion.


 Outcome: Insights that can improve future investment decisions, along with a clear understanding of
how the investment performed relative to expectations.

8. Identification of different sources of development capital:-


Development capital refers to the financial resources that support economic growth, infrastructure, and social
development. Here are some primary sources of development capital:

1. Public/Government Funding:
o National Governments: Governments allocate funds for large-scale infrastructure, education,
healthcare, and other essential services through budgets and special programs.
o International Aid and Grants: Foreign governments provide funds through bilateral aid or
international organizations to support development in other countries.
2. Multilateral and Bilateral Development Agencies:
o World Bank: Provides loans and grants for projects aimed at poverty reduction and economic
development.
o International Monetary Fund (IMF): Offers financial assistance for economic stabilization
and structural reform.
o Regional Development Banks (e.g., Asian Development Bank, African Development Bank):
Support development projects in specific regions.
o Bilateral Aid Agencies (e.g., USAID, DFID): Directly fund projects in specific countries or
regions.
3. Private Sector Investment:
o Private Equity and Venture Capital: Firms invest in high-growth sectors, such as technology
and green energy, often supporting startups and innovative companies.
o Corporate Social Responsibility (CSR) Funds: Corporations allocate funds for social projects,
often in health, education, or environment, as part of their CSR initiatives.
4. Non-Governmental Organizations (NGOs) and Foundations:
o Philanthropic Foundations: Organizations like the Bill & Melinda Gates Foundation provide
grants and funding for health, education, and economic development projects.
o NGOs and Charities: Many NGOs gather funds through donations and grants for projects in
areas like healthcare, education, and disaster relief.
5. Capital Markets:
o Bonds: Development bonds (e.g., green bonds, infrastructure bonds) are issued to raise funds for
specific types of projects and can attract institutional investors.
o Impact Investing: Investors look to fund projects or companies that aim to generate both social
impact and financial returns.
6. Socially Responsible Investment (SRI) Funds:
o SRI funds pool investments from socially conscious investors to finance sustainable and socially
beneficial projects and companies.
7. Remittances:
o Remittances from individuals working abroad contribute significantly to development,
particularly in low- and middle-income countries, by supporting household income and local
businesses.
8. Microfinance Institutions (MFIs):
o MFIs provide small loans to individuals and small businesses that might not have access to
traditional banking services, fostering entrepreneurship and economic growth.

9. Factors determining capital structure:


Determining the optimal capital structure for a company involves considering various factors and influences.
These factors can broadly be categorized into internal and external factors. Here are the key factors that
influence a company's decision-making process regarding its capital structure:

Internal Factors:

 Business Risk and Volatility: The nature of the business and its volatility in earnings and cash flows affect
the company's ability to service debt. Higher volatility may lead to a preference for lower debt levels to avoid
financial distress during downturns.

 Earnings Stability and Predictability: Companies with stable and predictable earnings may be more
comfortable taking on higher levels of debt since they can reliably cover interest payments.

 Profitability and Cash Flow Generation: Strong profitability and consistent cash flow generation provide
confidence to lenders and investors, potentially allowing the company to access debt at lower costs.

 Asset Structure: Companies with tangible assets that can serve as collateral for debt (such as real estate or
machinery) may find it easier and cheaper to secure debt financing.

 Tax Considerations: Interest on debt is typically tax-deductible, making debt financing more attractive
from a tax efficiency perspective. This factor can influence companies to use debt to a certain extent to benefit
from interest tax shields.

 Flexibility and Control: Equity financing does not involve fixed interest payments and provides more
flexibility in financial management. Companies preferring control over financial decisions might favor equity
financing over debt.

External Factors:

1. Market Conditions: Interest rates, availability of credit, and investor sentiment influence the cost and
availability of debt and equity financing.
2. Industry Norms: Different industries have varying capital structure preferences due to sector-specific
risks and opportunities. For example, capital-intensive industries like utilities or telecommunications
may carry higher debt levels.
3. Investor Expectations: The preferences and risk tolerance of existing and potential investors (both debt
and equity) impact the company's financing decisions. Institutional investors may have specific
thresholds or preferences for debt levels.
4. Legal and Regulatory Environment: Regulations and legal restrictions can impact the types and
amounts of debt a company can take on, influencing its capital structure decisions.
5. Credit Rating: A company's creditworthiness affects its ability to access debt markets and the cost of
borrowing. Higher credit ratings can lead to lower borrowing costs and vice versa.
6. Growth Plans and Capital Expenditure Requirements: Companies with ambitious growth plans or
significant capital expenditure needs may require more external funding, influencing their capital
structure decisions.

10. Due Diligence and it’s types :-


Due diligence is the process of thoroughly investigating a business or investment opportunity to assess its value, risks,
and overall viability. It is a critical step for potential investors, lenders, or acquirers, as it helps to ensure that all relevant
information is disclosed and that decisions are based on accurate, reliable data. The followings are the steps in due
diligence:-

1. Financial Due Diligence


To verify the financial health and stability of the business and to identify any potential financial
risks or liabilities.
2. Legal Due Diligence
To identify any legal risks, liabilities, or compliance issues that could impact the business or its
valuation.
3. Operational Due Diligence
To understand the operational efficiency and scalability of the business and to identify any
operational or supply chain vulnerabilities.
4. Market and Commercial Due Diligence
To assess the market position of the company, its growth potential, and its ability to sustain or
improve its competitive edge.
5. Management and Human Resources Due Diligence
To assess the strength and capability of the management team and their ability to execute the
business plan effectively.
6. Environmental, Social, and Governance (ESG) Due Diligence
To evaluate the company’s commitment to sustainable practices and its adherence to governance
standards that reduce risks associated with environmental, social, and ethical issues.
7. Tax Due Diligence
To uncover any tax-related issues, liabilities, or strategies that could affect the business’s
financial position or the deal structure.

11. Valuation of Business Enterprise


Valuing a business enterprise is the process of determining its economic worth. This valuation is critical for
various purposes such as mergers and acquisitions, securing financing, tax planning, dispute resolution, or
strategic decision-making. Here’s a detailed overview of the key approaches, methods, and considerations
involved
Reasons for valuation of business enterprise

The valuation of a business enterprise serves as a cornerstone for many strategic, legal, and financial
decisions. Below are the key reasons why businesses are valued:

1. Transactions and Ownership Changes

 Mergers and Acquisitions (M&A): Buyers and sellers need to agree on a fair value during M&A
transactions.
 Divestitures: Valuation helps when a company sells a division or subsidiary.
 Buy-Sell Agreements: Valuation ensures equitable pricing for share transfers between shareholders.

2. Financial and Investment Decisions

 Raising Capital: Investors or lenders need to understand the business's worth to determine funding
levels.
 Initial Public Offering (IPO): Accurate valuation is critical to pricing shares for the public market.
 Strategic Investments: Companies assess whether acquiring or merging with another business aligns
with their strategic goals

3. Legal and Compliance

 Tax Compliance: Valuations are often required for tax filings, estate taxes, or transfer pricing.
 Litigation Support: Business valuations may be used in legal disputes, such as shareholder
disagreements or breaches of contract.
 Divorce Settlements: Valuing business assets is essential in marital dissolution cases where business
ownership is involved.

4. Strategic Planning and Decision-Making

 Performance Benchmarking: Business owners use valuation metrics to measure performance and
identify improvement areas.
 Exit Planning: Entrepreneurs preparing for retirement or sale of their business need to understand its
value.
 Risk Assessment: Valuation can help identify financial risks and opportunities.

5. Financial Reporting

 Impairment Testing: Valuation determines if a business’s assets are impaired under accounting
standards.
 Fair Value Reporting: Required for financial statements, particularly for public companies or during
acquisitions.
 Goodwill Allocation: Assessing the fair value of intangible assets during business combinations.

6. Succession Planning

 Estate Valuation: Determining the value of a business as part of an individual’s estate for inheritance
purposes.
 Gifting or Transfer of Shares: Understanding value helps structure tax-efficient transfers to heirs or
trusts.

7. Bankruptcy
 Debt Restructuring: Valuation supports negotiations with creditors and lenders.
 Liquidation Value Assessment: Determines the worth of a business under distressed conditions.
 Turnaround Strategies: Identifying areas for optimization during financial recovery.

8. Regulatory or Statutory Requirements

 Compliance with Corporate Laws: Valuation is necessary for certain statutory filings or buyback of
shares.
 Antitrust or Competition Issues: Valuations may be required to evaluate market power during
regulatory reviews.

9. Employee Incentive Programs

 Employee Stock Ownership Plans (ESOPs): A business needs to be valued to determine the share price
for employee plans.
 Equity-Based Compensation: Valuation helps set fair equity compensation for employees or
executives.

10. Investor Relations

 Periodic Updates: Public companies or large private firms may need valuation to communicate
financial health to stakeholders.
 Attracting Investors: Potential investors require an accurate valuation to make investment decisions.

12. Traditional techniques of evaluating value - ROI, EBIT, EBITDA, ROCE, RONA

Traditional techniques for evaluating a business's value often rely on financial performance metrics. These
methods provide insights into profitability, efficiency, and returns, but they are generally less comprehensive
than modern valuation approaches like DCF.
The followings are the different techniques of evaluation:

1. Return on Investment (ROI)

Definition: ROI measures the profitability of an investment relative to its cost. It evaluates how efficiently a
company generates profits from the capital invested.

 Formula: ROI= Net profit X 100 / Investment cost


 Purpose: Useful for comparing the profitability of different projects or investments.

2. Earnings Before Interest and Taxes (EBIT)

Definition: EBIT represents a company’s profitability from core operations before deducting interest and tax
expenses.

 Formula: EBIT=Revenue−Operating Expenses(excluding interest and taxes)


 Purpose: Indicates operational efficiency without the influence of financing or tax structures.

3.Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA)


Definition: EBITDA is a measure of a company’s overall financial performance and is often used as an
alternative to net income in some cases.

Formula:

EBITDA= EBIT+Depreciation+Amortization

Explanation: EBITDA focuses on the company's ability to generate profit from its operations without
considering non-operational expenses such as depreciation, amortization, interest, and taxes. This makes it
useful for comparing companies within the same industry, as these factors can vary significantly.

Use: EBITDA is often used to assess the operating performance of companies, particularly when comparing
firms across industries. It is also a proxy for cash flow generation.

4. Return on Capital Employed (ROCE)

Definition: ROCE is a financial ratio that measures a company's profitability and the efficiency with which its
capital is employed.

Formula: ROCE= EBIT ×100 / Total Capital Employed

Where Total Capital Employed is typically calculated as total assets minus current liabilities.

Explanation: ROCE shows how well a company is using its capital to generate profit. The higher the ROCE, the
more efficiently the company is using its capital.

5. Return on Net Assets (RONA)

Definition: RONA is a measure of how effectively a company generates profit from its net assets, which are the
assets after deducting liabilities.

Formula: RONA=EBIT X 100 / Net Assets

Where Net Assets is usually defined as total assets minus total liabilities.

Explanation: RONA evaluates a company's ability to generate profits relative to the resources it controls. It
focuses specifically on the efficiency of the company's net assets in generating earnings.

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