1 FNCE 4830-800 Seminar in Investment Banking Finance Division Fall 2013, Wednesday, 3:30-6:15 PM Instructors: Office Hours: Email: Ronald W. Melicher Koebel S405G (303) 492-3182 T/W 2:00-3:00 p.m. and by appointment ronald.melicher@colorado.edu Koelbel 308 Roberto Caccia Koebel S326 (303) 492-4664 T/R 11:00 a.m.-12:30 p.m. and by appointment roberto.caccia@colorado.edu Introduction: Investment bankers advise issuers regarding the type and pricing of securities the issuer wishes to sell. They also market and underwrite those issues, both initial public offerings (IPOs) and seasoned issues. Investment bankers design hybrid instruments including convertibles, bonds with warrants, and other exotic securities to meet a firm’s specific project financing need or to appeal to particular investor desires or niches. In their advisory capacity, investment bankers assist firms in: acquiring other firms, finding an acquirer, spinning-off or selling a specific operating unit, and going private via leverage buyouts (LBOs) and management buyouts (MBOs). This course introduces the student to a career in investment banking and provides specific modeling skills necessary and important during the first phase of such a career. Learning Objectives: 1) sophisticated financial planning using customized financial statements and Excel programming a. IPO phase financial planning b. Restructure financial planning c. Mergers and acquisitions financial planning 2) valuation skills including real-world estimations a. Costs of capital b. Discounted cash flow value c. Relative (comparable) market value 3) basic financial engineering skills relating to a. Customized financing b. Tax implications and effects c. SEC requirements and reasons 2 Class Materials: Required Textbook: Joshua Rosenbaum and Joshua Pearl, Investment Banking, University Edition, Second Edition (Wiley, 2013) [referred to as R&P]. Optional Textbooks (Available on Library Reserve): J. Chris Leach and Ronald W. Melicher, Entrepreneurial Finance, Fourth Edition (Cengage Learning, 2012) [referred to as L&M]. Selected chapters from this text can be used to develop skill sets relating to financial statements forecasting, determining additional financing needs, estimating the value of a firm using discounted cash flow (DCF) methods, and developing a basic understanding of the relevant laws that govern the issuance of securities. Individual chapters can be purchased through IChapters.com. We also keep multiple free loaner copies available on a 1-week-at-a-time basis and there is a copy on reserve in the library. Aswath Damodaran, Damodaran on Valuation, Second Edition, (New York: John Wiley & Sons, 2006) [DOV]. This text serves as an important reference text for determining the cost of financial capital, further understanding of the use of discounted cash flow (DCF) approaches to value firms, determining firm values using relative valuation methods (e.g., revenue and earnings multiples), and valuing non-equity securities. There is a copy on reserve in the library. Case Packet: A collection of investment banking-related Harvard Business School and Darden Business School cases is available at the CU Campus Bookstore. Reference Textbooks: Jonathan Berk and Peter DeMarzo, Corporate Finance: The Core, Second Edition (Prentice-Hall, 2011). Richard A. Brealey, Stewart C. Myers and Franklin Allen, Principles of Corporate Finance, Tenth Edition (McGraw- Hill/Irwin, 2011). Stephen Ross, Randolph Westerfield, and Jeffrey Jaffe, Corporate Finance, Ninth Edition, Irwin McGraw-Hill/Irwin, 2010). Eugene F. Brigham and Michael C. Ehrhardt, Financial Management, Thirteenth Edition (Dryden Press, 2011). Robert C. Higgins, Analysis for Financial Management, Ninth Edition (McGraw-Hill Irwin, 2009). General Readings: Michael Lewis, Liar’s Poker (Penguin Books, 1990) and The Big Short: Inside the Doomsday Machine (Thorndike Press, 2011) 3 John Rolfe and Peter Troob, Monkey Business (Warner Books, 2001). Peter L. Bernstein, Capital Ideas (Wiley, 2005 reprint), Capital Ideas Evolving, (Wiley, 2007) and Against the Gods (Wiley, 1998). Procedures and Expectations: Classroom attendance and participation is expected and required. Students are expected to display their name card at each classroom session. Class participation in case discussions (both voluntary and involuntary through cold calls) is important to the class take-away. The classroom behavior policy and University policies regarding academic and behavior issues can be reviewed at: http://www.colorado.edu/policies/index. "If you qualify for accommodations because of a disability, please submit to me a letter from Disability Services in a timely manner so that your needs may be addressed. Disability Services determines accommodations based on documented disabilities. Contact: 303-492-8671, Willard 322, and http://www.Colorado.EDU/disabilityservices". "Campus policy regarding religious observances requires that faculty make every effort to reasonably and fairly deal with all students who, because of religious obligations, have conflicts with scheduled exams, assignments or required attendance. See full details at http://www.colorado.edu/policies/fac_relig.html". Please advise us in advance of any conflicts with the course schedule and your religious observance. We will be happy to work with you on alternatives that do not interfere with your religious obligations. "All students of the University of Colorado at Boulder are responsible for knowing and adhering to the academic integrity policy of this institution. Violations of this policy may include: cheating, plagiarism, aid of academic dishonesty, fabrication, lying, bribery, and threatening behavior. All incidents of academic misconduct shall be reported to the Honor Code Council (honor@colorado.edu; 303-725-2273). Students who are found to be in violation of the academic integrity policy will be subject to both academic sanctions from the faculty member and nonacademic sanctions (including but not limited to university probation, suspension, or expulsion). Other information on the Honor Code can be found at http://www.colorado.edu/policies/honor.html and at http://www.colorado.edu/academics/honorcode/ ". Assignments: Students will self-select into teams. A signup sheet will be provided. Each group will be responsible for submitting two major case write-ups and presenting one of the two majors. Each group will also be responsible for two minor case write-ups. Additionally, each group will develop and prepare analysis and presentation materials to support a “pitch” to a corporate client preparing for an initial public offering. The corporate client will be designated during the latter part of the course. These presentations will be rehearsed and professional with multimedia content. The pertinent background information for the client pitch will be provided during the course. This part of the course is a competition and therefore groups are cautioned regarding too much sharing of approach and presentation strategy. 4 While you may freely reference outside sources including other groups of students, each write-up must be a group’s own product and no portion can be copied or extracted from existing or other groups’ write-ups. Major written case analyses (excluding the final IPO Pitch Book Plus project) should follow distributed guidelines and consist of a written analysis of approximately four (4) pages plus up to four (4) pages of figures, tables, and/or spreadsheet output. The oral presentation of a case should be 20-25 minutes. Two minor case write-ups are required on two of the remaining three cases. Minor write-ups should be in the form of a one page executive summary and one page of exhibits or analysis. Grading: The grading weights used to determine a course grade are: Case Analysis, Write-ups and In-Class Presentations Written and Oral Presentation of the Client-Pitch Book Plus IPO Project Individual Class Participation 40% 40% 20% 5 Tentative Course Outline: Date Topics R&P, L&M, and DOV Textbooks; Cases, Problems, & Misc. Course Logistics, Objectives, & Goals General Readings; DOV Ch 1 Week 1 Aug. 28 Investment Banking Overview Week 2 Sep. 4 Financial Analysis Review L&M Ch 5; Corp. Fin. Textbooks Methods to Improve Financial Performance Salzburg Tech. Problems Introduction to L-T Financial Planning L&M Ch 6; Corp. Fin. Textbooks Financial Statement Projections & Financing Needs Minoso Corp. Problems Week 3 Sep. 11 Guest speaker: Lee Slonimsky (Ocean Capital Partners) Week 4 Sep. 18 Projecting Financial Statements & Operations Implications Case: The Body Shop International I-Banking Jobs and Interviews (Luke Duster & Nathan Hukill) Week 5 Sep. 25 New York I-Banking Trip (“Wall Street Trek”) No class Financial Planning & Valuation Implications Case: California Pizza Kitchen Comparable Companies Analysis R&P Chs 1 & 2; DOV Chs 7, 8, & 9 Global Corp. Problem Cost of Capital Basics L&M Ch 7; DOV Ch 2; R&P Ch 3 Weighted Ave. Cost of Capital Discount Rates Norton Mfg. Corp. Target Capital Structure and the Cost of Capital Case: Wm. Wrigley Jr. Company Discounted Cash Flow Valuation Basics R&P Ch 3; DOV Chs 3 & 4; L&M Chs 9 & 13 Week 6 Oct. 2 Week 7 Oct. 9 Week 8 Oct. 16 6 Week 9 Oct. 23 DCF Enterprise Valuation Method Datametrix Corp. Problem Burridge Conference Speaker(s) TBD Week 10 Oct. 30 DCF Enterprise & Comparable Firms Valuations Case: Eskimo Pie Introduction to Derivatives Week 11 Nov. 6 Valuing an Acquisition Target Case: Interco Risk Management Week 12 Nov. 13 Leveraged Buyout Basics LBO—Derivatives Solution R&P Chs 4 & 5 Read case, prepare for class discussion Guest Speaker: Rob Kaufman Week 13 Nov. 20 Mergers & Acquisitions Synergies R&P Chs 6 & 7; DOV Chs 13 & 15 Wok Yow Corp. Problems IPO Pitch Book Preparation Group meetings with instructors Fall Break / Thanksgiving Holiday No class IPO Pitch Book Plus Presentations Evaluation: IBanking Panelists & course professors Week 14 Nov. 27 Week 15 Dec. 4 Week 16 Dec. 11 Course Summary & Wrap-up