UNIVERSITY OF SOUTHERN CALIFORNIA MARSHALL SCHOOL OF BUSINESS CORPORATE FINANCIAL STRATEGY FBE 432 Monday, Wednesday 4:00 - 5:50 p.m. HOH 2 Spring 2014 Please Use Blackboard Duke K. Bristow, Ph.D. Office: ACC 301C Voice/Fax (213) 740-6513/ (213) 740-6650 Office Hours: 10:00 – 11:00 a.m. MW and by appt. Email: dbristow@usc.edu This course is modeled closely on similar courses taught by Profs. Dietrich and Ozbas - both of USC. They are thanked for the use of their syllabi from which this syllabus comes. You may not record the class without my prior written permission. COURSE OBJECTIVES The primary objective of “Corporate Financial Strategy” is for students to understand the implications of financial theory in real situations. To stimulate your learning and class discussion, we will utilize three sources of real situations: formal cases (most from HBS), the real-life business experiences of the students and the professor, and current news from the Wall Street Journal (and related business publications). A primary teaching objective is to improve your ability to analyze and to communicate, simply and clearly, the implications of your analyses to an informed audience. These audiences include Boards of Directors, CEOs, CFOs, Investment Bankers, Commercial Bankers, Venture Capitalists, Lawyers, Accountants, Regulators, etc. A second objective is for students to appreciate the demands and opportunities of pursuing careers in different functional areas of finance, such as corporate financial management, commercial banking, investing and investment banking, professional services and regulation. The course outline is organized around specific finance functions, like corporate finance, treasury, controllership, investment and commercial banking and venture capital investment, to emphasize the different finance functions. A final objective is for students to refine and expand specific skills and use of financial analytical tools in a real-world context, especially current events. At the conclusion of FBE 432, hard-working students will be able to: Value companies and link capital structure to valuation; Analyze motivations for mergers and acquisitions; Understand issues from bank loans to venture-capital financing; Appreciate the significance of ownership structure on value and performance; Relate business and financial strategies using sustainable growth models; Assess strategic factors affecting corporate investment; Compare alternative sources of financing in international markets; Use derivatives (e.g. futures, options, and swaps and others) to manage risk; Integrate shareholder wealth creation in formulating corporate decisions. PREREQUISITES The basic requirement for “Corporate Financial Strategy” is BUAD 306, “Business Finance.” It is assumed that students are thoroughly familiar with the contents of BUAD 306 and the assigned text. FBE 421, “Financial Analysis and Valuation,” and other advanced courses in finance are highly recommended as preparation for FBE 432. REQUIRED AND RECOMMENDED READINGS 1. Higgins, Analysis for Financial Management, 10th revised ed., Irwin, McGraw-Hill (optional) 2. FBE 432 Case Reader [CR] available at the USC bookstore. (required) 3. Ross, Westerfield and Jordon, Essentials of Corporate Finance, 7th or 8th ed., Irwin, McGrawHill (whatever you used in in BUAD 215x or 306) (It is acceptable but not recommended to use an older edition of the book. You are required to know the differences in chapters and homework problems.) Recommended background readings for class discussion and case preparation are provided in the course schedule in the MBA-level text, Corporate Finance by Ross, Westerfield, and Jaffe, 8th edition (RWJ). This best-selling text is similar to basic finance texts used at other business schools (e.g. Brealey and Myers, Principles of Corporate Finance) and is the graduate-level text corresponding to the book used in BUAD 306 (Fundamentals of Corporate Finance by Ross, Westerfield, and Jordan, 8th edition). Students may review subjects in corresponding chapters of texts other than RWJ if they choose. Finance majors at the Marshall School will benefit from the more extensive and higher-level treatment of subjects in RWJ and I recommend they consider using the MBA level text as a source for background reading in this course and as a reference for other finance courses. Students are expected to follow business developments reported in the business press, especially the Wall Street Journal (WSJ), and it is highly recommended that students also read other periodicals, especially The Economist, Forbes or Fortune magazines. You are expected to read WSJ before each class and be prepared to discuss What’s Newscolumns. If you are not interested in how current events impact corporate finance you should not take this course. No one may sign you in except yourself; signing others in is cheating and will not be tolerated. The class is taught in a discussion with the students being active participants. If you don’t plan to come prepared please drop the course. You should post your short bio and an updated resume on Blackboard by the end of the second week of classes. STUDENT DISABILITIES Any student requesting academic accommodations based on a disability is required to register with Disability Services and Programs (DSP) each semester. A letter of verification for approved accommodations can be obtained from DSP. Please be sure the letter is delivered to me as early in the semester as possible. DSP is located in STU 301 and is open 8:30 a.m. - 5:00 p.m., Monday through Friday. The phone number for DSP is (213) 740-0776. ELECTRONIC RESOURCES FBE 432 has a course website on Blackboard. Using the discussion board in a productive fashion will count toward class participation. Post thoughtful questions and answer others’ postings to earn class participation credit. Some course materials are distributed through Blackboard. The website may also contain links to useful financial information and data sources available on the Internet. At times, I will also distribute materials and notify students through class discussions. COURSE ORGANIZATION Case discussions are scheduled to illustrate different finance functions. Lectures and recommended readings covering some important issues and relevant material for each case will precede the case assignments. Students in the class will be formed into groups of four or five students after enrollment has stabilized to work outside of class to discuss, analyze, and write group case memoranda. Students as individuals must also hand in write-ups for at least two cases. Some cases do not require write-ups but students must be ready to answer questions and discuss issues raised by these cases during the class discussion. I will distribute some questions 3/3/2016 2 for some cases to provoke thinking but these questions are not to be taken literally or as guides to case solutions: the case analysis should be a coherent assessment of these and other issues. All written case analyses must include a cover sheet listing the group members (alphabetically by last name) for group write-ups or student’s name for individual write-ups, and date and the case name. Write the analysis like a memo to a key decision-maker assuming that the reader is financially sophisticated. Stick to the finance issues raised by the case, i.e. do not review a corporation’s business or history. Case memoranda should consist of analysis and recommendations limited to one page typewritten in length. An appendix may contain one or two pages of graphs, spreadsheets, or data, which are expected to make the case analysis clearer. No credit will be granted for a case handed in after the beginning of the class; students should retain a copy of their write-ups for use during the class discussion. BRING AT LEAST TWO COPIES to class – hand in one and keep one for your use (and one each for other group members). This class is likely to be the most work of any finance class you have taken. Case analysis is time consuming and several readings of the case will be necessary. Students should allow plenty of time to survey the case contents, digest case facts, and analyze issues raised. You may not be able to identify a single theme or issue: cases may involve marketing and accounting and other business disciplines as well and financial issues. Students should focus only on the financial implications of business problems described in the case. There is sometimes no single right answer to a case and none will be distributed. Analyses and discussion must be clearly related to the corporate financial strategy issues in the case. COURSE GRADING The grade will be based upon class attendance and participation there will be case 5 write-ups (collected at random), a first and a second examination. Two individual case preparations and three group case preparations must be handed in before the case discussion for credit. These will be called for before class begins and will be collected on random dates. Therefore, you must prepare for each class because it may the one that is collected. There are no make up cases or exams. Course grading will be based on the following weights: Class Attendance & Participation Blackboard & Quizzes Case Analyses Individual write-ups Group write-ups First (20) and second exams (30) Total 10% 10% 30% 10% 20% 50% 100% Class participation will be based on students’ ability to respond to cold-call questions (on a random basis). Zero credit is given when a student is called upon and is absent. Good responses will advance the discussion, not merely demonstrate attendance in class. There is no reward for talking at length or repeating my or others comments. In this class, the truth is rewarded: If you do not know saying “I do not know” gets higher credit than talking for 2 minutes and demonstrating you have no idea what is being discussed. In addition, class participation will be based on the general quality of a student’s contribution to the class discussion, their contributions to the Blackboard discussion boards and the overall learning experience. The individual and group case write-ups will be graded on brevity, clarity, and persuasiveness of the written presentation. Each will be communicated via a formal letter of transmittal which includes the summary action or your conclusion in one to three sentences. Grades will be check, check plus, or fail. Case notes will not be distributed. If you are uncomfortable with the case 3/3/2016 3 method including cold calling you should not take this course. Individual team member’s grade for the group case write-ups may be adjusted according to individual team member’s contribution as determined by a peer evaluation form which may be used at the end of the semester. Preliminary COURSE SCHEDULE subject to change Topic Dates Readings Week 1 Jan 13 Jan 15 Course Overview Butler Lumber I (Individual) Higgins Chap. 1, 2 Higgins Chap. 3 Week 2 Jan 20 Jan 22 Martin Luther King Day – no class Butler Lumber II (Individual) Higgins Chap. 4 Week 3 Jan 27 Jan 29 Lecture: Capital Structure I Lecture: Continued - II Week 4 Feb 3 Feb 5 UST Inc (Individual) Massey-Ferguson, 1980 (Group) Week 5 Feb 10 Feb 12 Lecture: Capital Structure III MCI Communications Corp., 1983 (Group) Week 6 Feb 17 Feb 19 President’s Day – no class Lecture: Dividend Policy Week 7 Feb 24 Feb 26 Intel Corporation, 1992 (Individual) Lecture: Risk Management Week 8 Mar 3 Mar 5 American Barrick Resources Corporation (Group) Sample First Case Exam Week 9 Mar 10 Mar 12 Capital Market History First Exam 3/3/2016 RWJ on Capital Structure RWJ on Dividends RWJ on Risk FST HBR 1994 RWJ on Capital Markets 4 Week 10 Mar 17 Mar 19 Spring Break – no class Spring Break – no class Week 11 Mar 24 Mar 26 British Satellite (Group) Midterm Exam Review Week 12 Mar 31 Lecture: Valuation Apr 2 Dixon Corp Session 1 (Individual) Week 13 Apr 7 Apr 9 Readings, RWJ on valuation Dixon Corp Session 2 (Group case with group presentations) Discussion of Real Options and introduction to the MW Petroleum Corporation (A) (group case) Week 14 Apr 14 Apr 16 MW Petroleum Corporation (A) (Questions 1 to 5) MW Petroleum Corporation (A) (Questions 6 to 8) Week 15 Apr 21 Apr 23 Lecture: Valuing a Company The Southland Corporation (A) (Group) Week 16 Apr 28 Apr 30 Flex Session & Review Second Exam May 7 Final Submission of Southland Project 3/3/2016 5 Readings on real options Jensen, HBR Cases and Multiple Choice Questions Board materials, memo Final report & slides