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Quintiles Transnational Holdings Inc., the largest global provider of biopharmaceutical development and commercial outsourcing services, grew its revenue at a CAGR of 7.3% and EBITDA at 13.9% between 2008 and 2012.

The case is set in December 2012–April 2013, when the majority of the firm was owned by founder Dennis Gillings and four private equity firms (Bain Capital, TPG Capital, 3i Capital and Temasek Life Sciences) after it was taken private in a management-led buyout in 2003 and a subsequent buyout in 2008. Five years after the second buyout, the private equity firm owners were looking to monetize their positions and considered different strategic alternatives: M&A sale to strategic or financial buyers, IPO, or capital restructuring through special dividends.

Students will step into the role of an associate at the lead investment bank working with Quintiles. They must consider the case information and determine an IPO strategy, process, potential conflicts, and valuation.

After reading and analyzing the case, students will be able to:

• Apply valuation techniques (discounted cash flow (DCF) and publicly traded comparables) in pricing an IPO

• Analyze the roles of different parties involved in the transaction

• Discuss the process of a company filing for an IPO

• Evaluate different strategic alternatives available to a private equity—backed company

• Address conflict of interest in management—led buyouts

Apply valuation techniques (discounted cash flow (DCF) and publicly traded comparables) in pricing an IPO

Analyze the roles of different parties involved in the transaction

Discuss the process of a company filing for an IPO

Evaluate different strategic alternatives available to a private equity—backed company

Address conflict of interest in management—led buyouts

The Beringer Wine Estates Company has been expanding its market share in the premium segment of the wine industry in the 1990's. After operating as a wholly owned subsidiary of the giant Nestlé food company for almost a quarter of a century, the firm was sold in 1996 to new owners, in a leveraged buyout. For the next year and a half, management and the new owners restructured the firm and expanded through internal growth and strategic acquisitions. With a heavy debt load from the LBO, it seemed prudent for management to consider a significant rebalancing of its capital structure. By paying off a portion of its debt and enhancing the equity account, the firm would achieve greater financial flexibility which could enhance its growth rate and business options. Finally, a publicly held common stock would provide management with another “currency” to be used for enhancing its growth rate and overall corporate valuation. With the equity markets in turmoil, significant strategic decisions had to be made quickly. Should the IPO be completed, with the district possibility of a less than successful after market price performance and these implications for pursuing external growth initiatives? A variety of alternative courses of action and their implications for the financial health of the Beringer Company and the financial wealth of Beringer stockholders are integral components of this case.

After completion of the case study, the students would be able to comprehend the crisis at hand for Milkbasket, why did it resist Reliance’s takeover in the first place, then to evaluate the pros-cons and future prospects for the organization post-acquisition; to evaluate from an ethical standpoint the process of mergers and acquisitions using ethical frameworks to understand how, when, to whom and through what processes do mergers and acquisitions qualify the test of being ethical; and to analyse different hostile takeovers, especially through tender offers, proxy contests and toehold bidding strategy in this case.

Founded in 2015, Milkbasket was a micro-delivery start-up based in Gurugram (near New Delhi), India. Milkbasket would let its subscribers order till midnight and deliver groceries, milk and other everyday essentials to its subscribers before 7 a.m. next day. It had burnt a lot of cash and was facing difficulty in getting investors; as such they were engaged in discussions with many companies. Two of them – Reliance Retail Venture Limited and BigBasket – were not accepting the proposed valuation, but Milkbasket got term sheets from other two companies.

This case study can be used for graduate courses on strategic management, business ethics and corporate governance. This case study can also be used in corporate finance course to highlight the importance of making ethical/responsible judgements to protect stakeholder interests.

Teaching notes are available for educators only.

CSS 3: Entrepreneurship.

The case can be used in strategic management, international business or ethics courses. In strategic management courses, students will be able to identify political relationships as sources of a firm’s competitive advantage. Students will also understand the role of ethics in the firm’s competitive advantage. In international business courses, the students will be able to analyze the role that corruption and bribery play in the analysis of a country’s institutions. Students will also understand how corruption in a host country influences a firms’ decision to internationalize. Finally, students will understand the challenges that firms face when serving customers in other countries. In ethics courses, students will understand the nature of state/business corruption, i.e. the abuse of public office for private gain and the concept of state capture, i.e. managers controlling the political system for their advantage. Students will be able to analyze the decision of whether to collaborate with unethical partners or customers.

Bell Pottinger Private (BPP) was a British public relations (PR) firm with a successful but questionable reputation of helping famous critical figures and despots improve their public image. In 2016, Lord Tim Bell and the other leaders of BPP were asked to create a PR campaign for the Gupta family. The Guptas were a group of businessmen headed by three brothers who migrated from India to South Africa in the early 1990s. By the 2010s, they had built a business empire allegedly thanks to a corrupt relationship with the President of South Africa, Jacob Zuma and his family. The press and prosecutors were increasing their investigations on these relations. The case has two parts, which address two separate challenges and can be taught as standalone cases or in a sequence in two sessions.

MBA and Executive Education.

Teaching notes are available for educators only.

CSS 5: International business.

This case brings out the role of institutions and corporate governance issues in regulatory/policy organisations in the telecom sector. Spectrum is a critical input for mobile services, the economic growth driver. The Indian government, like other governments, attempted to move to a more flexible spectrum governance regime and introduced trading to ensure that more spectrum became available for commercial services. Despite its efforts, the government's framework was restrictive. The spectrum trading deal between the two private telecom operators-RCom and Reliance Jio-failed. RCom was fighting to remain solvent by selling spectrum, and Reliance Jio needed it for its growth.

Karaikal Port Private Limited (KPPL) was a special purpose vehicle created by MARG Group on February 18, 2006 to develop Karaikal port. According to the concession agreement signed for a period of 30 years, KPPL was given rights to Karaikal port on a Build, Operate and Transfer (BOT) basis. It was to phase the building of the port based on short term, midterm and long term demand. By August 22, 2011, Phase I of construction had been completed, and Phase IIA was nearing completion. Though the project had not faced any major problems in its development, there were issues such as restrictions on the availability of land for any future expansion, limited scope of hinterland businesses, small scale environmental issues and others that needed to be addressed for the future development of the port.

The competitive environment of the Indian aviation industry is studied using Porter's five forces model. The SWOT analysis is used to examine the competitive position of Jet Airways. The role of Merger & Acquisition in the current Jet Airways crisis is also examined. Relevant texts studied are as follows: Kazmi, A. and Kazmi A. (1992). Strategic Management. McGraw-Hill Education; and Porter, M. (2008). The Five Competitive Forces That Shape Strategy. Harvard business review. 86. 78–93, 137.

This data for this case was extracted from secondary sources. These sources comprise newspaper articles, reports from the industry, reports of the company and the company's website. For gaining clarity over concepts, strategic management book by Azhar Kazmi and Adela Kazmi was referred. This case also uses websites such as moneycontrol.com to analyze financial health of the company. In the end, this case also uses some existing reports from the sources like World Bank and plane spotters to analyze the status of Jet Airways and also Indian aviation industry. This case has been tested in the classroom with MBA students in a class of Business Policy and Strategic management.

The Jet Airways, which once had the largest market share in the Indian aviation industry, has reached bankruptcy. Mr. Naresh Goyal, known for his aggressive expansion strategies, has already filed for bankruptcy. This case presents how buying aircrafts' obsession with poor choices on Mergers/Acquisitions could result in bankruptcy. The same could be substantiated from the fact that Goyal had many (197) of his fleet's latest aircraft. Goyal was also criticized for buying Sahara Airlines, which was performing poorly in the market. Spending a large portion of the budget in capital expenditure in an industry where operational cost is very high, only the cost of turbine fuel amounts to 50% of total operational expense. The high expenditure on capital budget and increasing operational cost weaken the financial position of Jet Airways. Despite earning decent revenue and having the highest market share in 2010, Jet Airways made losses in three consecutive years, i.e. from 2009 to 2011. After 2011, when the Indian aviation industry witnessed a high level of competition and growth in low-cost carriers (LCC), Jet Airways' survival was up for a toss. Despite the desperate measures of cost-cutting and attracting potential investors, Jet Airways reached the verge of bankruptcy. The current case emphasized the need to balance safe and riskier options, even for the market leaders like Jet Airways could fail due to poor strategic choices. This case presents some harsh realities on funds allocation. In 2010, where Jet Airways secure the highest market share and decent total revenue, it realized net losses. The case study also explains the need to adapt to the dynamics of the industry. After 2011, when LCC started dominating the Indian aviation industry, Jet Airways did not change its operation strategy and facing severe consequences. The case was about the poor strategic decisions taken by the founder of Jet Airways, Mr. Naresh Goyal, which adversely affected the health of the airline. The case also explores the possible strategic choices that Goyal could have taken to ensure Jet Airways' survival. Through this case, an attempt had been made to highlight the importance of various concepts that we need to understand while making a strategic decision for any organization. In the end, this case emphasized the role of strategy in managing an organization successfully.

The case study's target group should be Undergraduate and Postgraduate students of the Management discipline who study Strategic Management as a specialization or as the subject. This case can also be used in the Management Development Program for senior executives taking any vocational course or workshop on Business Strategy. The case focuses on one of the fastest emerging markets, i.e. India, and could be proven valuable for many multinationals companies. The case presents the changing competitive dynamics of the Indian aviation industry. The central theme on which the case revolves is the importance of sound strategic choices in a dynamic market or industry. After analyzing the case, the students would understand the complex nature of strategic decision-making and any poor strategic decisions ripple effect. This case could teach essential strategic management concepts like "SWOT analysis" and "PESTEL analysis." This case should be used to teach strategic management concepts only and not act as a judgment tool for any organization.

This case focuses on valuation using various methods to price a firm. Students attempting this case should know the basics of how to value a company using discounted cash flow, comparable multiples and comparable transactions. Students will need to calculate the weighted average cost of capital using comparable companies and the capital asset pricing model and determine differences in value created by an acquisition vs a leveraged buyout (LBO). The case also discusses qualitative issues in mergers, such as fit between target and acquirer, integration issues, potential high debt from LBO.

This case was library-researched, using Amazon and Whole Foods public filings and business press papers.

Whole Foods Markets received a buyout offer from Amazon. Whole Foods could solicit offers from other firms, including firms more directly in the grocery business. Whole Foods also considered a management buyout or purchase by a private equity firm. Whole Foods had underperformed, with a falling stock price and reduced profitability. Amazon’s bid was attractive, a premium of about 40 per cent over Whole Foods’ pre-merger stock price. Whole Foods also wanted to consider issues such as culture. Whole Foods’ strategy was to sell organic foods at premium prices, while Amazon was a retail discounter with a largely online business.

This case is appropriate for graduate students at the end of their introductory course or for graduate or undergraduate students in a corporate finance elective, particularly a merger/restructuring elective. The case has been used in an advanced undergraduate finance elective, with a team presenting the case to the class, with remaining students in the class required to write case summaries and questions for the presenting group.

Greenko, a renewable power generating company investing in biomass, small and medium hydro power and wind power projects, had projected to achieve 1GW (Giga Watt = 1000 Mega Watt) of installed capacity by March 2015. The company had been financing its projects with debt from Indian banks and financial institutions on a project finance basis and it had to now decide whether to refinance the project finance debt with an international bond issue of USD 550 million. The case provides an opportunity to discuss the public policy and financing aspects of renewable energy in India.

In January 2012, Ellen Kullman, CEO and chairman of DuPont, must decide whether to retain or sell the company's Performance Coatings (DPC) division. This is an introductory case on valuing a leveraged buyout. The case focuses on a publicly listed corporation's decision to divest a large division and asks students to compare the division's value if it remains under DuPont's control or is sold to an outside party. The transaction size of approximately $4 billion is too large for potential strategic buyers in the industry, making private equity (PE) firms the most likely bidders. The case provides a base-case adjusted present value (APV) model of DPC as a stand-alone company and gives students specific assignments to adjust it to reflect the division's potential value under PE ownership (e.g., EBITDA growth, multiple arbitrage, and increased leverage).

The case is designed to illustrate and discuss the differences between a public company's valuation based on unlevered free cash flows and a PE sponsor's valuation based on residual (levered) cash flows.

This case has been successfully taught in a second-year elective course covering entrepreneurial finance and private equity and in an advanced undergraduate course on corporate finance. It is appropriate for use in classes on private equity, advanced corporate finance, or deal valuation.