Draft 7/2/2015
B8498-099 Mergers & Acquisitions in Media (Master Class): Course Syllabus
Columbia Business School
Wednesday 2:15 p.m. – 5:30 p.m.
CLASSROOM – Uris Hall 331
New York, NY 10027
Professor Jonathan A. Knee
Course Description & Outline
The course is an advanced Mergers & Acquisitions Seminar that focuses on current trends and recent developments in the media
industry. The course will be divided into two parts. Each week during Part I will be devoted to the analysis of a different recent
media transaction. The pedagogic framework is not structurally different from traditional M&A analysis. The overlay of mediaspecific commercial, strategic and regulatory issues will provide additional insight into a particularly dynamic segment of the
economy. Each week will focus on a different transaction type (e.g., cash divesture, cash acquisition, stock merger etc.) different
media industry sub-sector (e.g., cable, newspapers, broadcasting etc.) and different aspects of the analytical framework (e.g.,
financial analysis, corporate governance etc.) Part II will be devoted to group board presentations of hypothetical transactions.
Groups must be formed and have their hypothetical transaction approved by the instructor by week 4 of the course. Course grades
will be primarily based on the quality of written materials and presentations by the group. Each group member will receive the
same grade on their project. 20% of the course grade will be on based on individual weekly homework assignments. Outside
speakers/board members with first-hand knowledge of the industries and transactions considered will participate during both Part I
and Part II of the course.
Date
Topic
September 2, 2015
Course Overview: Introduction to Media Industry & Analytical Framework
September 9, 2015
Industry:
M&A topic:
Case study:
Guest speaker:
Guest speaker:
Consumer magazines
The decision to divest/the decision to buy
Emap Plc Sale of Emap USA to Primedia
Sheila Spence, WPP, SVP of Corporate Development
Beverly Chell, Former Former Vice Chairman & General Counsel of
Primedia
Key questions:
1. What are the risks to EMAP of selling Petersen?
2. What are the risks to EMAP of keeping Petersen?
3. What makes Petersen strategic to Primedia?
4. What are the risks to Primedia of buying Petersen?
September 16, 2015
Industry:
M&A Topic:
Case Study:
Guest Speaker:
Professional/Business Information Conglomerate
Corporate Restructuring/Shareholder Activism
McGraw-Hill Growth and Value Plan/McGraw-Hill Education Sale
Jack Callahan, EVP & CFO, McGraw-Hill Financial
Key questions:
1. What value do you think shareholders attributed to McGraw Hill Education before
the announcement of the company's intention to separate it?
2. Do you think Jana's presentation is compelling?
3. Do you think McGraw-Hill's decision on Education was independent of Jana and why
do both Jana and McGraw-Hill care so much about what the public thinks the answer
to this question is?
Last updated: 7/12/16
September 23, 2015
Industry:
M&A topic:
Case study:
Guest speaker:
Financial Information
LBO’s
InterActive Data Corp.
Mason Slaine, Executive Chairman, InterActive Data Corp.
Key questions:
1. Why did Silver Lake / Warburg / Slaine offer more than other financial groups for
IDC?
2. Why didn’t McGraw Hill win the auction for IDC?
3. Will the IDC LBO investment will be successful?
September 30, 2015
Industry:
M&A topic:
Case study:
Guest speaker:
Legal / Tax Information
Impact of regulatory and strategic environment
Bloomberg acquisition of BNA
Paul Wojcik, Chairman, Bloomberg BNA
Key questions:
1. Why did BNA pursue a sale after decades of refusing to consider it?
2. Why did Bloomberg make the acquisition after decades of refusing to do any
significant deals?
3. Who was the most “strategic” buyer and why didn’t they win the auction?
October 7, 2015
Industry:
M&A topic:
Case study:
Guest speaker:
Database Conglomerates
Family Ownership / M&A Integration
Thomson acquisition of Reuters
Jim Smith, President & CEO, Thomson Reuters
Key questions:
1. What are the Thomson family objectives and so they differ from other shareholders?
2. How compelling is the strategic justification for the Thomson-Reuters transaction?
3. Has Thomson’s portfolio restructuring since the early 1990’s created value?
October 21, 2015
Industry:
M&A Topic:
Case Study:
Guest Speaker:
Media Conglomerates
Hostile takeovers
21st Century Fox bid for Time Warner
James Burtson, SVP of Mergers & Acquisitions, Time Warner
Key Questions:
1) What were the key obstacles to Fox's ability to successfully pursue Time Warner?
2) What were Time Warner's key vulnerabilities to an unfriendly proposals by Fox
3) Is the Fox/Time Warner combination strategically compelling?
October 28, 2015
Industry:
M&A topic:
Case study:
Guest speaker:
Media Conglomerates – Part III
Corporate Governance
AOL acquisition of Time Warner
John Martin, CEO, Turner Broadcasting
Key questions:
1. In the AOL / Time Warner transaction, which party was the acquirer?
2. What were the three most compelling strategic justifications for the AOL / Time
Warner combination? Which of these have any continuing validity?
Last updated: 7/12/16
November 4, 2015
Industry:
M&A topic:
Case study:
Guest speaker:
Media Conglomerates – Part II
Deal structuring
NBCUniversal
Michael J. Angelakis, Vice Chairman and CFO, Comcast Corporation
Key questions:
1. Was the Comcast acquisition cheap or expensive?
2. What is the strongest strategic argument for the transaction?
3. What are the greatest operational execution risks to the deal?
November 11, 2015 Final
Three Hypothetical Transaction Presentations
November 18, 2015 Final
Three Hypothetical Transaction Presentations
December 2, 2015
Wrap-up and Conclusions
Last updated: 7/12/16