University of Puget Sound School of Business and Leadership BUS 434 Advanced Corporate Finance Professor Alva Wright Butcher Tues-Thurs 11:00-12:20 McIntyre 107 Spring Semester 2012 Office: McIntyre 111 I Phone: 253-879-3349 FAX: 253-879-3156 Office Hours: T-Th: 1:00-1:50 Wed: 9:30-10:30 And by appointment Note that I am always willing to schedule additional office hours by appointment. I check email frequently, so that is also a good way to communicate. Do not hesitate to call me at home. If you cannot reach me, please leave a number so that I can get back to you. Email: butcher@pugetsound.edu Home: 206-285-3990 or 360-779-4706 Required Course Materials: 1. Brigham and Daves, Intermediate Financial Management, 10th Edition, SouthWestern, Cengage Learning, 2010 2. Cases from Harvard Business School, the University of Virginia Darden School, and the Stanford Graduate School of Business The URL is http://cb.hbsp.harvard.edu/cb/access/11776381. This allows you to purchase these cases online at a student discount. Spyder Active Sports 2004 (Valuation of a family controlled firm) Wood-Tech Inc. (Valuation of a privately held firm. This is not a Harvard Case. I will provide you with a copy of this case.) New Heritage Doll Company: Capital Budgeting Dividend Policy at FPL Group Inc Investment Banking in 2008(A): Rise and Fall of the Bear Ben & Jerry’s Homemade (Evaluation of competing takeover offers) Volkswagen and Porsche: One Family, Two Car Companies, & a Battle for Corporate Control (This is not a Harvard Case. I will provide you a copy of this case) How Venture Capitalists Evaluate Potential Venture Opportunities Juniper Networks (The quest for external financing.) RJR Nabisco (Evaluation of the Leveraged Buyout) 3. During the semester we will be reading several relevant articles. One is noted below. Others will be assigned later in the semester. These can be downloaded from the library’s online data base, Business Source Premier. “Using APV: A Better Tool for Valuing Operations,” Timothy Luehrman, Harvard Business Review, May-June, 1997, Vol. 75, Issue 3, p145-154. BUS 434 Spring 2012 Professor Alva Butcher 1 4. A financial calculator. The calculator must have functions for bond valuation, net present valuation (NPV), internal rate of return (IRR), present value (PV), and future value (FV). One suitable calculator is the HP10-B. It is available in the bookstore for around $30. Recommended: Subscription to the Wall Street Journal or the Financial Times We will be working with the Wall Street Journal during several class sessions. As a business student, you should read this publication regularly. References and Support Materials: 1. Please contact me for other sources that deal with this material. Some excellent references are: Brealey and Myers, Principles of Corporate Finance Copeland and Weston, Financial Theory and Corporate Policy Higgins, Analysis for Financial Management 2. Self-Test Questions are available in each chapter of the text. 3. Intermediate steps and final answers to selected end-of-chapter problems can be found in Appendix B of the text. 4. The website for this text provides a range of support materials. These include: o Key terms for each chapter o Build a model spreadsheet templates. Selected chapters end with an integrative spreadsheet problem that allows you to apply concepts in the chapter. These spreadsheet templates provide the data given in the problem and facilitate the development of the spreadsheet model. o Downloadable Mini-Cases o Web extensions – additional discussion or examples pertaining to the material in the text. To access this material go to www.cengage.com/us/ Enter the title and choose higher education catalogue. Click on access to free student content. Course Objectives: Valuation will be discussed as a unifying theme in this course. This includes such issues as how to value a firm that is not publicly traded, how to value a potential merger, how to value an investment project. We will examine the use of debt in a firm’s financial structure and ask if that has an impact on the value of the firm. If a firm pays dividends, does that increase the firm’s value? The key objective of this course is to build on the foundation of your introductory course in financial concepts and to apply more advanced concepts in corporate finance in a decision making context. Since computer literacy is essential to the application of finance theory, the course will incorporate a number of opportunities for the use of computer tools in a problem solving environment. After you have successfully completed this course, you will be able to: Apply value based management to guide valuation of a firm and valuation of a capital budget project. Be aware of the underlying factors that impact the value of a financial option. BUS 434 Spring 2012 Professor Alva Butcher 2 Understand the basic features of options contracts and how they are priced. Have an understanding of the use and misuse of derivatives. Understand how the firm’s mixture of debt and equity, the capital structure, can impact the value of the firm. Be able to apply the arbitrage proof to the Modigliani and Miller model of capital structure. Explain the theories that have been advanced as to whether investors in the aggregate tend to favor high or low dividend payout ratios. Understand the basic criteria behind investment by a venture capitalist. Understand the role of mergers and acquisitions in the growth of a firm and the impact of these deals on the shareholders of both the acquiring and acquired firms. Be aware of the role of derivatives in risk management, in particular-futures and options contracts. Have an appreciation of the differences in corporate governance between Germany and the United States. Class Preparation and Participation: Preparation for class is extremely important. Prior to class, you are expected to have read the assigned reading material. You are also expected to have analyzed any assigned discussion problems and to be prepared to participate in the class discussion. That does not imply that you must be able to totally answer a question. But you must be prepared to contribute to the analysis. If for some reason you are not prepared to participate in the discussion please let me know prior to class. Your presence and contribution to class discussion are important. There are three categories: present, absent with leave, and AWOL. Homework: Homework assignments are listed on the course outline and are due at the beginning of class on the date indicated on the outline. These assignments are designed to reinforce your familiarity with the material, to train you in the use of your financial calculator and computer spreadsheets, to identify areas in which you may be having difficulty, and to serve as a basis for classroom discussion. The end of each chapter includes Questions, Problems, and Spreadsheet Problems. The course outline notes two categories of homework: discussion and written. Written homework assignments will be collected at the beginning of class, and a subset of these problems will be selected on a random basis for grading. Homework assignments are due at the beginning of the class period. To receive credit, you must show the logic behind your solution. Late homework assignments will not receive full credit. BUS 434 Spring 2012 Professor Alva Butcher 3 Case Analyses: Case analyses are an important component of this course. These are utilized to enable you to: 1) practice effective communication techniques, both written and oral; 2) engage in an active learning situation; 3) perform data interpretation and analysis; 4) gain experience in decision making under uncertainty. They are also designed to give you an opportunity to use an essential tool in real world business finance - the application of computer models in financial analyses. Some of the cases will require a written report and/or an Excel spreadsheet. Some of these reports will be short memos; others will require more lengthy exposition. Reports must be typed, with exhibits inserted in the narrative where appropriate, or at the end of the report. If the case requires an Excel spreadsheet please submit a printed copy of your spreadsheet at the beginning of class. An online version of your Excel spreadsheet must be submitted to Moodle prior to the beginning of the class period. All cases will be discussed in detail during a regular class session. It is very important that you are prepared to contribute to the discussion and analysis of the cases. Grades for both written reports and class discussions will be based on content, exposition, and clarity. Late written reports and Excel spreadsheets will not be accepted. These are due at the beginning of the class period. Please make an extra copy for your use during the class discussion. Moodle We will use Moodle as a vehicle for communication. The link is http://moodle.pugetsound.edu You are automatically enrolled on the Moodle site for this course. The syllabus is posted under the News Forum in the weekly outline on Moodle. Since it will be utilized throughout the semester, it is not included in the weekly boxes. Moodle will be used to post assignment instructions, other course documents, articles, etc. for the relevant week. At times I may need to modify assignments as listed on the syllabus in order to reflect the pace at which we are covering the material. If so those changes will be posted on Moodle for the relevant weeks. Please check Moodle frequently. You will be uploading Excel files to Moodle for several of your cases. Sometimes students submit an assignment and then wish to submit a revised assignment. This will be allowed on Moodle as long as it is submitted before the deadline. After that, Moodle will not allow a submission. Exams: There will be two midterm exams and a comprehensive final. Exams will be problem oriented, but will also include short essay questions. Exams are closed book, but you may use one side of an 8 by 11 paper for notes and formulae. As a general policy, makeup exams will not be given. Academic Honesty Please carefully read the University policy on academic honesty in The Logger. The following is a quote from The Logger. “The University of Puget Sound is a community of faculty, students, and staff engaged in the exchange of ideas contributing to intellectual growth and development. Essential to the mission of the academic community is a shared commitment to scholarly values, intellectual integrity, and respect for the ideas and work of others. At Puget Sound, we share an assumption BUS 434 Spring 2012 Professor Alva Butcher 4 of academic integrity at all levels. Violations of academic integrity are a serious matter because they threaten the atmosphere of trust, fairness, and respect essential to learning and the dissemination of knowledge.” An interactive online tutorial on Academic Integrity@ Puget Sound is also available on the Collins Library webpage. Classroom Emergency Response Guidance Please review university emergency preparedness and response procedures posted at www.pugetsound.edu/emergency/. There is a link on the university home page. Familiarize yourself with hall exit doors and the designated gathering area for your class and laboratory buildings. If building evacuation becomes necessary (e.g. earthquake), meet your instructor at the designated gathering area so she/he can account for your presence. Then wait for further instructions. Do not return to the building or classroom until advised by a university emergency response representative. If confronted by an act of violence, be prepared to make quick decisions to protect your safety. Flee the area by running away from the source of danger if you can safely do so. If this is not possible, shelter in place by securing classroom or lab doors and windows, closing blinds, and turning off room lights. Stay low, away from doors and windows, and as close to the interior hallway walls as possible. Wait for further instructions. Extra Credit Quizzes: During the term, there will be unannounced pop quizzes. These will consist of a few multiple choice or true false questions, and will cover material presented in the prior one or two class sessions. As with homework problems, these are designed to reinforce the material, and to identify problem areas. By keeping current with the material, these quizzes also provide you with a means of earning extra credit points. Grades: Grades will be based on the following weights: Two Midterm Exams 40% Comprehensive Final Exam 20% (As scheduled by the University) Case Analyses and Homework Case Discussion Written Reports and/Excel Analysis Written Homework Class Discussion 40% Total 100% Extra Credit Quizzes 5% BUS 434 Spring 2012 Professor Alva Butcher 5 COURSE OUTLINE I. BOOT CAMP REVIEW Tues 1/17 and Thurs 1/19 Boot Camp During the first week of class we will be reviewing fundamental concepts of the time value of money and risk and return. I would suggest that you work together in study groups. By the end of this review period you should be comfortable with the concepts in the following questions and problems. Chapter 29: Basic Financial Tools: A Review This chapter is available on Moodle, and I have also emailed it to you as an attachment. I would suggest that you print the chapter so that you have it available as a reference throughout the semester. Discussion Questions: 29.2, 29.3, 29.4 Problems: 29.1(a), 29.2(a), 29.3(c,d), 29.8, 29.9, 29.10,29.12, 29.13, 29.14 (a,b), 29.17, 29.21 Thurs 1/19 Boot Camp Quiz during the last 30 minutes of class. II. DERIVATIVES Tues 1/24 Chapter 24: Derivatives and Risk Management Selected readings: Background on Derivatives, pp 834-845, Corporate Risk Management, pp 850-862. A derivative is a contract or security the value of which depends on the price of an underlying asset or on the level of an index or interest rate. Figures from the Bank for International Settlements suggest that the end of June 2011 the total notational amount of financial derivatives outstanding worldwide was over $700 trillion, with the amount at risk totaling over $19 trillion. Bank for International Settlement, Table 19:Amounts outstanding of overthe-counter derivatives. www.bis.org/statistics/derstats.htm Working with the Wall Street Journal I will provide copies of information on derivatives as reported in the Wall Street Journal Thurs 1/26 Chapter 24: continued Discussion: Problems 24-2 and 24-3 Discussion: Work on the Excel worksheet, Marking a Futures Contract to the Market. It is posted on Moodle. We will discuss this in class. Tues. Video: Rogue Trader The movie is based on the true story of a young futures trader in Singapore who brought down one of Britain’s oldest and most successful financial institutions, Barings Bank. Written: Problem 24.5 1/31 BUS 434 Spring 2012 Professor Alva Butcher 6 Thurs. 2/2 Chapter 6: Financial Options Discussion Questions 6-1, 6-2, and 6-3 Written: Reflections on the video How was the trader able to do this? How was he able to hide his losses? What were some of the problems at Barings Bank that led to this situation? Prepare a one-page typed memo that addresses the above questions. Also do a little detective work and briefly describe the activities of a more recent rogue trader. Hint: Just recently there was one in England and one in France. Tues 2/7 Chapter 6: Financial Options continued Discussion: Problem 6.4 Discussion: Handout on options Written: Problem 6.2 III. VALUATION OF A CORPORATION AND PROJECT VALUATION Thur. 2/9 Chapter 7: Accounting for Financial Management Use a firm’s financial statements in order to estimate Free Cash Flow, FCF Review Sections 7.1-7.6:Income Statement, Balance Sheet, Statement of Cash Flows, etc.. Focus on Section 7.7: Modifying Accounting Data for Managerial Decisions Discussion We will be using Problem 7.5 and the Mini Case (Pages 250-253) as a basis to develop the concepts in Chapter 7. Please focus on questions a,b,c,d,e, and f of the mini case. Tues. 2/14 Chapter 7: continued Chapter 11: Corporate Value and Value Based Management, Skip pages 385-399 Use FCF to estimate the value of a firm and the value of its equity. Note: If you need a review of financial ratios, please read Chapter 8: Analysis of Financial Statements Discussion: Problem 11.6: Given FCF, Calculate the horizon value and the value of operations Problem 11.8: Given the value of operations, calculate the value of the firm and the value of equity. Problem 11.10 (the whole banana): Calculate the free cash, the horizon value, the value of operations, the value of the firm, and the value of equity. Written Problem 7-12 Thurs. 2/16 Chapter 11: Corporate Value and Value-Based Management continued Chapter 5: Section 5.9, Market Multiple Analysis Use trading multiples and transaction multiples to value a firm. Harvard Business School Case: Spyder Active Sports- 2004 Please read the Spyder Active Sports – 2004 case and bring your copy of the case to class. BUS 434 Spring 2012 Professor Alva Butcher 7 Discussion Access www.valuepro.net.. Use this obtain ValuePro’s estimate of the intrinsic stock value for Microsoft (MSFT). Please bring a copy of ValuePro’s underlying assumptions for Microsoft ( i.e. growth rate, Net Op Profit margin, etc.) Also please bring a copy of the General Pro Forma Screen detailing the calculations for the intrinsic value of MSFT. See if you can verify the numbers and calculations on the General Pro Forma Screen. We will discuss this in class. Written: Problems 11.1 and 11.7 Tues 2/21 Case Analysis: Spyder Active Sports 2004 Prepare an analysis of the Spyder Active Sports-2004 case. Present your findings in a report to David Jacobs, not to exceed two double spaced typed pages, plus relevant exhibits. The report should not be in question and answer format, but it should address the following questions. Include a brief introduction, analysis, and summary/conclusion. 1. What is the ownership structure of Spyder? Why does each party want to sell? What do they want out of the sale, and what are their concerns? 2. Consider the options that Spyder has: a. David Jacobs would not sell now, but the minority interest of CHB would be sold to a financial buyer. b. David Jacobs and CHB would sell a controlling block to a strategic buyer. c. David Jacobs and CHB would sell a controlling interest to a financial buyer. Why might some owners prefer one alternative over the other? 3. Prepare estimates of the value of the firm based on the trading and transaction multiples presented in the case. Use the Spyder Student Spreadsheet provided on Moodle. Turn in a hard copy of your spreadsheet after class. Turn in a digital copy of your spreadsheet on Moodle before class. Note: In class, we will go over the estimated value based on a Discounted Free Cash Flow Analysis. 4. Considering the alternatives discussed in question (2), which one would you choose if you were David Jacobs? Who else is affected by this choice and how? Thurs. 2/23 Chapter 12: Capital Budgeting: Decision Criteria, pp. 410-422. Several sections of this chapter will be a review of topics covered in BUS 315. We will focus on Net Present Value (NPV), Internal Rate of Return (IRR), and a comparison of these two methods. Chapter 13 Capital Budgeting: Estimating Cash Flows and Analyzing Risk Read pp. 447-474. Most of this will be review. Our discussion will focus on using Free Cash Flows to value a capital budgeting project. Discussion: Problems 12.1, 12.2, 12.5, 12.21(a,c,d,e) Discussion: Spreadsheet Problem 13-11, pp.485-486. Note that this has been posted on Moodle. Ignore Part 6 – Sensitivity Analysis. BUS 434 Spring 2012 Professor Alva Butcher 8 Tues 2/28 Corporate Valuation Case Wood-Tech Inc: Valuation of a Privately Held Firm A wood products based company has been approached with an offer to purchase the company. You have been asked to assess profit and operating performance over the past several years. In addition, you must advise the owners on the sale of the company. Should they sell, and if so, at what price. Case Instructions are posted on Moodle. Note that Exhibit 5 in the case has been posted on Moodle. This will allow you to calculate financial ratios without having to input the data Excel. Thurs. 3/1 Case Discussion: New Heritage Doll Company (Capital Budgeting) Case Instructions are posted on Moodle. Note that a student spreadsheet for this case has also been posted on Moodle. Catch up and review Tues. 3/6 Exam 1: Chapters 24, 6, 7, 11, 12, and 13 Thurs. 3/8 Video: Margin Call This is an excellent new video on the financial crisis of 2008. Some questions for you to consider as you watch the video questions will be posted on Moodle. Please keep notes on these questions as we will refer to them later in the semester. SPRING RECESS IV.STRATEGIC FINANCING DECISIONS Tues. 3/20 Chapter 15 Capital Structure Decisions: Part 1 Does the use of debt financing impact the value of the firm? Discussion: Problem 15-1, 15-2, and 15-9(a) Thurs 3/22 Chapter 15: continued Chapter 16 Capital Structure Decisions: Part 2 Written: Problem 15-7 Discussion: Problem 15-12 Discussion: Problems 16.1 and 16.2 Tues . 3/27 Chapter 16: continued Discussion: Problem 16-5 and Problem 16-6 Thurs. 3/29 Chapter 17 Distributions to Shareholders: Dividends and Repurchases Does the payment of dividends to shareholders impact the value of the firm? Discussion: We will use Questions 17.1,17.2, 17.4 and 17.5 as a basis to discuss dividend theory. Discussion: Problems 17-3, 17-5, 17-10 BUS 434 Spring 2012 Professor Alva Butcher 9 Tues. 4/3 Chapter 17: Dividend Theory continued Harvard Business School Case Dividend Policy at FPL Group Inc. Case instructions are posted on Moodle. V. REFLECTIONS ON THE FINANCIAL CRISIS Thurs. 4/5 Case Discussion Investment Banking in 2008: Rise and Fall of the Bear, Kellogg School of Management The collapse of Bear Sterns and its subsequent bailout by the Federal Reserve and JP Morgan sent shockwaves throughout the financial community. This case provides some background material on the subprime crisis. You will assess Bear Sterns actions. Case instructions are posted on Moodle. We will also discuss the video, Margin Call. Please bring your notes from that video. Catch up and review Tues. 4/10 Exam 2: Chapters 15, 16, and 17 VI. CORPORATE RESTRUCTURING AND CORPORATE GOVERNANCE Thurs. 4/12 Background Reading Chapter 11: Corporate Governance and ESOPs, pp384-399 Chapter 26: Mergers, LBOs, Divestures (Skip sections 26.8, 26.13, 26.20. Especially focus on the Adjusted Present Value approach, APV, 26.7, the empirical evidence, 26.16, and leveraged buyouts, 26.18) Case Discussion Ben & Jerry’s Homemade, University of Virginia Darden School This case examines issues of asset control for Ben & Jerry’s Homemade, Inc. in light of outstanding takeover offers. You will take the role of an outside board member. Ultimately you must take a position on whether the board should defend the agenda of current management or accept one of the takeover offers. Case instructions are posted on Moodle. Tues. 4/17 Corporate Governance Case Discussion Volkswagen and Porsche: One Family, Two Car Companies & a Battle for Corporate Control Case instructions are posted on Moodle. Outside of class, you will also be discussing this case over the internet with a team of European students at the University of Applied Sciences, Emden-Leer, Germany. The time of this discussion needs to be determined. BUS 434 Spring 2012 Professor Alva Butcher 10 Thurs. 4/19 Guest Speaker Tues. Adjusted Present Value Background Reading 1.Chapter 26: Adjusted Present Value (APV), pp 905-908, 913-914, 916-918 2. “Using APV: A Better Tool for Valuing Operations,” Timothy Luehrman, Harvard Business Review, May-June, 1997 Discussion: Problem 26-4, 26-6 Discussion: APV versus (NPV using WACC) An Excel file with a summary of the APV example in the Harvard Business Review article is available on Moodle. Please review this. Discussion: What are some of the advantages of APV over NPV? 4/24 Note: As background material for your RJR Nabisco case, please view the Video: Barbarians at the Gate. It is available as streaming video on Moodle. Thurs. 4/26 Harvard Business School Case How Venture Capitalists Evaluate Potential Venture Opportunities Discussion Questions Even before reading the case, develop your own set of criteria for evaluating a potential new venture. How do the VCs evaluate the prospective venture’s business model? How do the VCs evaluate the founding management team? How do the VCs evaluate whether the business opportunity meets their criteria? How do they weigh risk and reward? How does the notion of a prospective exit route enter into the evaluation? Stanford Business School Case Discussion Juniper Networks Case instructions are posted on Moodle. Tues 5/1 Harvard Business School Case : RJR Nabisco In 1988, Kohlberg Kravis Roberts and Co. (KKR) concluded the takeover of RJR Nabisco Inc. (RJR). At that time, the $25 billion dollar deal to buy RJR was the biggest takeover in history. The takeover battle was initiated by Ross Johnson, the Chief Executive Officer of RJR and his management team. They proposed a management buy-out in which they bid $75 per share for RJR stock. At the time of the bid, the stock was trading at approximately $56 per share. A committee of outside directors called this offer a “raider from the inside” and opened the bidding to all comers. This led to a bidding war between the management team, KKR, and First Boston. You will be involved in a live version of the takeover battle. The takeover raises interesting questions in many areas of finance, such as agency theory, capital budgeting, tender offers, social responsibility, stock valuation, and capital structure. Case instructions are posted on Moodle. Comprehensive Final Exam: Thursday, May 10th, 12:00-2:00 BUS 434 Spring 2012 Professor Alva Butcher 11