Analytica Business Consultants

Corporate Restructuring

Introduction

Corporate restructuring is regarded as being crucial for eradicating all financial problems and improving a company’s performance. The concerned corporate entity’s management employs a financial and legal expert for advice and assistance in transaction deals and negotiation.  The entity in question may typically consider debt financing, operations reduction, or offering any part of the business to interested investors. Additionally, a shift in a company’s ownership structure creates a need for corporate restructuring. Such a shift in the company’s ownership structure could be the result of a takeover, merger, unfavorable economic circumstances, unfavorable business changes like buyouts, bankruptcy, a lack of integration between the divisions, excessive staffing, etc.

What Is Restructuring?

Restructuring is a decision made by a company to substantially change its operational and financial aspects, typically in response to financial constraints. Restructuring is a type of corporate action that entails materially changing a company’s debt, operations, or structure in an effort to reduce financial damage and enhance the enterprise. Companies that are having difficulty making their debt payments frequently consolidate their debt and alter the conditions of their current debt as part of a debt restructuring in order to pay off bondholders.

A business can also alter the way its operations are run or how it is organized by reducing expenses like payroll or shrinking its size through the selling of assets.

Corporate restructuring is thought to be essential for fixing any financial crises and improving a company’s performance. When a business entity experiences financial problems, the management appoints a financial and legal expert to provide guidance and support during negotiations and transactions.

A corporation will typically think about debt funding, operations restructuring, or selling a portion of the company to potential investors. Similarly to this, a change in the ownership structure of business results in the need to restructure it. The ownership structure of the company may vary as a result of acquisitions, mergers, challenging economic conditions, unfavorable business events like buyouts, bankruptcy, a lack of integration between divisions, overworked employees, and other factors.

Other instances that you might see in the media include a business that is reorganizing and rotating assets by selling off factories and buying intellectual property in an effort to increase margins. While acquiring royalty streams at a high initial cost but a cheap ongoing maintenance cost, eliminates labor expenses.

The importance of Synergy

All mergers and acquisitions share the same objective, which is to foster a synergy that increases the value of the combined businesses above the total of their individual values. Whether or not this synergy is realized determines whether a merger or purchase is successful. Cost savings and increased revenue sources are two examples of synergy.

Synergy suggests that the combined outcome of two businesses is superior to the sum of their individual results, i.e., 1+1 > 2. Consequently, organizational efficiencies result from the merger. Operations are combined to produce integration, which raises revenue potential and lowers expenses. 

High operational focus, process rationalization and simplification, productivity growth, improved procurement, and duplication reduction are all anticipated to result in synergies. It results in the pooling of their assets, including manufacturing plants, distribution networks, management capabilities, etc. Synergy is founded on an organization’s capacity to combine forces with another organization to better utilize its resources.

Corporate restructuring refers to a decision made by a corporate entity to substantially alter its capital structure or operations. Corporate reorganization usually occurs when a company is having significant problems and is in danger of going bankrupt.

Reasons for Corporate Restructuring

The corporate reorganization must be implemented in light of the following situations:

  • Change in the Strategy: Eliminating subsidiaries and divisions that don’t support the company’s central strategy is one way the management of the distressed entity tries to better performance. The division or subsidiaries might not seem to strategically align with the long-term goals of the business. As a result, the corporate entity chooses to concentrate on its primary strategy and sell such properties to prospective buyers.
  • Lack of Profits: The project might not generate enough revenue to pay the business’s capital costs without also resulting in financial losses. The underwhelming performance of the undertaking may be attributable to the management’s poor choice to establish the division or to a decline in the profitability of the undertaking as a result of changing customer demands or rising expenses.
  • Reverse Synergy: This idea contrasts with the synergy principles, which state that the value of a combined unit exceeds the sum of the values of the individual units. The worth of a single unit might exceed the value of the merged unit, according to reverse synergy. This is one of the typical justifications for selling off business assets. The involved entity may determine that selling a division to a third party would be more profitable than keeping it in-house.
  • Cash Flow Requirement: A useless project can be sold for a significant cash infusion to the business. Selling an asset is one way to raise money and pay off debt if the worried corporate entity is having trouble getting financing.

Types of Corporate Restructuring

  • Financial Restructuring:

    This kind of restructuring may occur as a result of a sharp decline in overall sales due to unfavorable economic circumstances. The corporate entity may modify its stock holdings, debt-servicing timetable, and cross-holding pattern in this situation. All of this is done to keep the industry and the business profitable.
  • Organizational Restructuring:

    Organizational restructuring denotes a change to a company’s organizational structure, such as lowering the degree of hierarchy, redesigning the job positions, eliminating positions, and rearranging the employees’ reporting lines. This kind of restructuring is carried out to reduce costs and settle outstanding debt so that company operations can continue in some way.

Corporate Restructuring Characteristics 

  • To enhance the company’s balance sheet (by disposing of the unprofitable division from its core business)
  • employee decrease (by closing down or selling off the unprofitable portion)
  • Corporate administration changes
  • Selling off idle assets, including trademark and copyright rights.
  • Entrusting a more effective third party with its operations, such as payroll management and technical assistance.
  • Operations shifting, such as moving manufacturing operations to areas with reduced costs.
  • Rearranging operations like delivery, sales, and marketing.
  • To cut costs, renegotiate labor arrangements.
  • Debt can be rescheduled or refinanced to reduce interest payments.
  • launching a comprehensive PR effort to reposition the business with customers.

Considerations for Important Factors in Corporate Restructuring Strategies

  • Legal and procedural issues
  • Accounting aspects
  • Human and Cultural synergies
  • Valuation and Funding
  • Taxation and Stamp duty aspects
  • Competition aspects, etc.

Benefits

Acquisitions, amalgamations, and mergers are examples of inorganic development strategies. Such company restructuring techniques all aim to increase synergy. The value of the combined businesses is higher than the sum of the two parts due to this synergy effect. Revenue growth and/or expense savings are two examples of synergy. Corporate restructuring seeks to increase a business’s competitive position and maximize its contribution to overall corporate goals.

Companies expect to gain from mergers and purchases in the following ways:

(1) Increase in Market Share  

The rise in the merged company’s market share is made possible by a merger. Gaining a larger market share requires offering customers more products and services as they request them. The secret to growing market dominance is horizontal. (E.g. Idea and Vodafone)

(2) Reduced Competition 

The competition is lessened as a consequence of the horizontal merger. One of the most prevalent and important causes of mergers and purchases is competition. (HP and Compaq)

(3) Large Size 

Companies use mergers and acquisitions to increase growth and take the lead over their rivals. An organic growth plan typically requires years to reach a large size. However, this can be accomplished quickly through mergers and acquisitions (i.e., inorganic development). (E.g. Sun Pharmaceutical and Ranbaxy Pharmaceutical)

(4) Economies of scale 

The enhanced economies of scale that come from mergers lower the cost per unit. The fixed cost per unit of a product decreases as its overall production rises.

(5) Tax Benefits 

Additionally, businesses use mergers and amalgamations for financial reasons. specifically when two loss-making and profit-making businesses combine. The set-off and transfers forward clause of Section 72A of the Income-tax Act, 1961, results in a significant income tax benefit.

(6) New Technology 

Businesses must concentrate on technological advancements and their uses in the workplace. Enterprises can manage unique technologies and gain a competitive edge by acquiring smaller businesses. (E.g. Dell and EMC)

(7) Strong Brand 

Because building a brand takes time, businesses prefer to buy an existing one so they can benefit greatly from it. (E.g. Tata Motors and Jaguar)

(8) Domination 

To dominate their markets or establish themselves as industry leaders, businesses participate in mergers and acquisitions. However, the Competition Act of 2002’s rules will apply to such dominance. (E.g. Oracle and I-Flex Technologies)

(9) Diversification 

Diversification results from the merger of businesses operating in disparate industries. The diversity of businesses makes it easier for business cycles to have a smoother impact on the firm, lowering risk. (E.g. Reliance Industries & Network TV18)

(10) Revival of Sick Company 

The Corporate Insolvency Resolution Process has been established as a new acquisition route by the Insolvency and Bankruptcy Code, 2016, today.

Myntra’s purchase of Jabong, RIL’s acquisition of Network TV18, Sun Pharma’s absorption of Ranbaxy, the demerger of Wirpo, and the demerger of Reliance Industries are notable mergers, demergers, and acquisitions that occurred.

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