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Owens Corning Fiberglass

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Overview of the Issue
In the scenario given, without an alternative, OCF probably has to initiate changes in its capital structure to drive off hostile takeover attempts from Wickes. There are a few a ways the capital structure can be changed, i) recapitalize by retiring equity with debt (swap), ii) simply assume more debt, iii) issue more shares, or iv)buy back shares. An under levered firm can increase its debt ratio by borrowing money and buying back stock or paying a super dividend to its stock holders. Borrowing money increases the debt level, while buying back stock reduces number of outstanding shares, thereby decreasing MVE and paying dividend reduces stock price, thereby reducing MVE as well. OCF can also use debt for equity swap …show more content…

Similarly with tax rate varying from 30% to 40% and terminal growth rate varying from 3% to 5%, the per share compensation varies from $71 to $86.
Restructuring of OFC
In a takeover proposal the management of the target should always consider its action form a shareholder perspective. Whether this is always the case or not, management should at least be prepared to justify its suggested course of action and its potential objection to a takeover based on the share holder value. The proposed cash offer at $74 per share and the historic stock price at $48 indicate that under current management the OFC appears to be worth less than it could. Therefore a starting point should be to analyze OFC’s potential value after restructuring and proposed debt take on. Based on the supplied management forecast the share price after restructuring can be in the range from $46-$52. So all doubts about the credibility of the forecast and the availability of leverage this valuation already indicates that it might not be in the share holder interest for management to pursue a takeover defense.
Facing this attractive bid and with no fundamental operating changes in sight, management has to consider where the additional funds to compensate share holders adequately are coming from. Looking at the current ownership structure, we have about 95% of shares trading public, while 5% are reserved for pension liabilities. In an attempt to outbid the offer

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