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Seagate Case Study

Decent Essays

Case 9 & 10 Analysis
Seagate Technology Buyout
The Hertz Corporation

Advanced Corporate Finance MW 2:00-3:15 PM

Question 1
On page 1, the “value-gap” is two-fold. It signifies an under-valuation of Seagate’s core disk drive operating assets due to unfavorable public market investor preferences. Furthermore, the value of the Veritas share price has caused the Veritas stake to far outweigh the value of Seagate’s stand-alone market capitalization. Since Seagate does not own at least 80% of the voting stock in Veritas, distributing the wealth intrinsic in that stake to Seagate shareholders would prove difficult due to the hefty corporate tax rate of 34% that would erode its full-value. From a sum of the parts perspective, it seems …show more content…

In addition, the cash proceeds of the buyout of Seagate’s operating assets will be distributed, along with all the cash in excess of the $765 million delivered to the buyout investors, among the existing shareholders of Seagate at the time of the buyout.
This happens through a down-stairs merger. The remaining shell would be merged with Veritas and in exchange Seagate existing shareholders are distributed new Veritas shares proportionally. This unlocks the value of the shares without facing double taxation through the corporate tax of 34%. The existing shareholders only incur a personal capital gains tax on their investment holdings. The purpose of this part of the transaction is to successfully deliver the maximum amount of value from the appreciation of the Veritas stake to Seagate’s existing shareholders.
Question 3
By the end of 1999, Seagate had a BBB credit rating issued by S&P for its long-term debt. Based upon historical operating performance, it would seem that Seagate’s leverage ratio has high volatility due to its high volatility in market value of equity and operational performance. However, we believe that the current leverage ratio is above its optimal leverage because in 1998 the firm had a -2.72 EBIT interest coverage ratio using the greater debt load of $703 million on its books. In the recapitalization for the leveraged buyout, a

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