Mergers, Acquisitions, and

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Mergers, Acquisitions, and
Other Corporate Restructuring Activities
MBAF 624 Course Syllabus-Fall 2008
Wednesday 7:15 to 10:05 P.M. August 25- December, 12 2008
Hilton 103
Instructor:
Name: Don DePamphilis, Ph.D.
Office: Hilton 349
Phone: 310-338-7415
E-mail: dondepam@pacbell.net (easiest way to contact) or ddepamph@lmu.edu
Office Hours: Mondays 1:00 – 4:00 p.m., Wednesdays 4:00-7:00 p.m., or by appointment
Course Overview:
Learning Objectives: Students will
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Investigate what corporate restructuring is and why it occurs;
Evaluate the impact of the regulatory environment on M&A activity;
Analyze how value is created (or destroyed) as a result of corporate mergers, acquisitions, divestitures, spinoffs, etc., through in-depth analysis of how to “do a deal.”;
Assess how risks associated with the various approaches to creating value can be identified and managed;
Evaluate commonly used takeover tactics and defenses;
Apply a process for selecting appropriate takeover tactics depending upon the types of anti-takeover defenses in
place at a target company;
Deduce how and when to apply valuation techniques under special circumstances;
Assess the practical limitations of the various valuation techniques;
Investigate the importance of understanding assumptions underlying business valuations;
Apply a highly practical “planning based approach” to managing the acquisition process;
Evaluate challenges associated with each phase of the M&A process from developing acquisition plans through
post-closing integration;
Investigate the advantages and disadvantages of alternative deal structures;
Investigate how the various components of the deal structuring process interact to determine price;
Analyze how to manage the deal structuring process to minimize the risk that a business combination will not
meet expectations;
Evaluate advantages and disadvantages of alternative ways to exit businesses;
Apply financial modeling tools to evaluating mergers and acquisitions;
Apply the many tools and skills that have been learned in this and other courses in an integrated manner in
completing an acquisition; and
Investigate alliances/joint ventures as alternatives to mergers and acquisitions.
Description: The course is divided into two discrete sections: (1) developing an in-depth understanding of how and
when to apply the appropriate tools and skills to successfully complete a transaction and (2) the application of what
has been learned to solving “real” world business problems. All major elements of the acquisition process will be
discussed in the context of a logical process. The course will involve the application of what the student may have
learned in such courses as finance, accounting, business law, micro and macroeconomics, management, negotiation,
new ventures, entrepreneurship, strategic planning, and business policy/organization.
As part of pre-class preparation and in-class discussion, students will be asked to solve both quantitative and
qualitative problems and to analyze both publicly traded and privately owned companies involving valuing synergy,
control premiums, and leveraged buy-outs. Illustrations will include practical ways to evaluate IPOs, new ventures,
and internet-related companies.
Students will be asked to form acquisition teams to develop highly realistic business and acquisition plans that could
be used to convince top management of an acquiring corporation, a venture capital firm, or a lender to fund their
proposal. The focus will be on how to effectively manage the process. As a key part of the learning experience, the
course will require primary research to obtain the necessary data to develop the acquisition plan, working within
teams, and the development of project management skills. The professor will illustrate how the process works in
practice by drawing upon his personal experience in managing more than 30 acquisitions, divestitures, alliances,
joint ventures, equity partnerships, minority investments, and licensing arrangements from the planning through
implementation stages.
The professor will frequently relate concepts discussed in class to transactions currently in the news to illustrate their
application and limitations.
Who should take this course?: Those who are seeking to become entrepreneurs, financial analysts, chief financial
officers, operating managers, investment bankers, business brokers, portfolio managers, investors, corporate
development managers, strategic planning managers, bank lending officers, auditors, venture capitalists, business
appraisers, actuaries, corporate attorneys, or who simply have an interest in the subject.
Prerequisites: The course presumes that students have knowledge of basic accounting, economics, and financial
management concepts and tools. Students should have had at least one course in accounting, finance, and
economics within the last two years or relevant work experience.
Required Text: Mergers, Acquisitions, and Other Restructuring Activities: An Integrated Approach to Process,
Tools, Cases, and Solutions, 4th edition, Donald M. DePamphilis, Elsevier/Academic Press, San Diego, Ca., 2008.
The text will be referred to as DePamphilis throughout this syllabus.
Computer skill requirements: Students will need to know how to use spreadsheet software (e.g., Microsoft Excel)
no later than the fourth class meeting.
Grading: Students will be evaluated in five different ways:
Grade Points:
Examination (2 exams—100 points each)
Acquisition Team Project (see discussion below)1
Peer Review (see discussion below)
Problem Set
Class participation (see discussion below)
200 points
250 points
25 points
50 points
75 points
600 points
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Team project leaders have the potential to earn an additional 20 points based on an anonymous review of their
performance by other team members.
Final letter grades will be assigned according to the following point scale:
A 570 - 600
A- 546 - 569
B+ 535 - 545
B 500 - 534
B- 482 - 499
C 430 - 481
D 400 - 429
F
< 400
Assignments will not be accepted after their due date, which is defined as the end of the class on the day on which
they are due. If the student is unable to attend a class, the student is expected to send the instructor the assignment
via e-mail no later than the due date. Make-up examinations will be given only in cases of verified illness or death
in the immediate family. The best way to contact me is through e-mail (see first page for address). Students are
encouraged to ask the professor at any time for an “informal” evaluation of how they are doing in the class.
Class Participation: Learning to speak clearly and succinctly on an impromptu or informal basis in large groups is
an essential skill that needs to be developed in whatever career the student pursues. In the workplace environment,
we are often judged as much by what we don’t say as by what we do. Under no circumstances will a student have to
feel concerned about being embarrassed in front of their classmates. In-class discussion will always be treated in a
professional, non-threatening manner.
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In the absence of active participation, the professor will call on students. Active participation is defined to include
both questions and comments. To receive the maximum number of points in this category, the student will be
expected to participate during every class by asking questions or by making thoughtful comments. The quality of
both questions and comments will receive greater weight than frequency in determining the final participation point
score. Obviously, the student must attend most of the classes in order to get the maximum number of points.
Acquisition Team Project: Early in the term students will divide into “teams” of four-to-six students each to share
the research, analysis, and field work required to design a viable corporate acquisition proposal. The purpose of the
Acquisition Project is to give students the opportunity to apply the tools they have learned in an increasingly
common situation, i.e., mergers and acquisitions.
Each team will be asked to represent an acquiring company or investment group whose business strategy involves an
acquisition or merger. The acquiring and target firms must be in the same industry. The acquisition can involve a
recent transaction (i.e., last 12 to 18 months), a current transaction, or a hypothetical transaction involving two
publicly traded firms, private companies, or some combination. The use of publicly traded companies will facilitate
data collection, and the selection of companies in the same industry will simplify the analysis by eliminating the
need to analyze two different industries.
Selecting Companies to Study: The success of the Project will be greatly dependent on the Team’s ability to
understand the company’s operations, products, and the competitive dynamics of the industry in which it competes
and to obtain financial, technical and market-related information on the company. Teams are encouraged (but not
required) to select a publicly traded company, because both internal financial and operating data, as well as
market/industry data, is likely to be more readily available (e.g., through Disclosure, Value Line, Standard & Poors
Corporate Register, Thomas Register, etc.) than for a privately owned firm.
It is helpful, although not essential, that the acquiring companies, target companies, or corporate divisions you
evaluate be located in Southern California. This would enable teams to interview key corporate personnel to obtain
additional information. Keep in mind that detailed financial information on publicly traded companies is likely to
be available only on a consolidated basis. Consequently, efforts to obtain detailed financial information on a
specific operating division of a diversified publicly traded company are likely to be very frustrating.
While there are no restrictions on the size and type of company you select, I suggest that teams select relatively
small, uncomplicated businesses such as single product, independent companies or operating units within larger
companies. For those teams that choose to select privately owned companies here in Southern California, small
companies, particularly those that are considering “going public” or attempting to obtain additional funding from
venture capitalists, may be more receptive to cooperating with your team. Contacting the president, general
manager, or chief financial officer of the company or division is a good place to start. Commercial and industrial
parks (e.g., the Irvine Spectrum in Irvine, California) offer dozens of potential candidates for your analysis.
For those that choose a private company, assure management that they will be provided with a final report and
presentation in order to more readily obtain the necessary information. Emphasize to senior management that the
report will contain a recommendation(s) of how to increase the “going concern” value of their business and a
valuation of the business. Also emphasize that the results of the study and any information that they provide to your
team will be kept confidential.
Students should not consider financial services companies such as banks, insurance, or leasing companies as we will
not be discussing how to deal with these types of firms. Furthermore, it is recommended that students not select
airlines due to the extensive use of equipment leasing, which create challenges not adequately addressed in the
course.
If students choose to evaluate a recent transaction, they must address the key elements of the acquisition as outlined
below as if the transaction had not taken place. However, based on their analysis, they must be able to answer the
question of whether the acquiring firm overpaid, underpaid, or paid “fair market value” for the target firm and why.
This may require that the Team undertake several activities or evaluate options that may not have actually been
undertaken by the acquiring company. In this instance, the Team must determine and justify what it considers to be
appropriate terms and conditions for the transaction. Alternatively, the Team must vigorously justify the actual
terms and conditions of the transaction.
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Students are encouraged to consult with the Professor about selecting a “Target” company early in the selection
process if there are questions about the appropriateness of a potential Target. The Professor will have final
approval of the companies to be used in the Acquisition Project.
In the past, students have developed business plans for their own companies (both public and private) and for a
business they were planning to start. The latter option represents an excellent opportunity to get input from both the
Professor and other students.
Each acquisition team is encouraged to develop mission statements, strategies and action plans that are different
from what the selected company may be saying publicly if the team feels that this is appropriate.
The Acquisition Team Project will be completed by each team submitting both the Word documents and Excel
spreadsheets to the Professor in both hard copy form and on a CD ROM. The cover page should indicate the team
members and the section(s) each member was responsible for completing, e.g., Julie Chang completed the financial
statements for the acquiring and target companies, David Martino and Leslie Van Houton were responsible for
developing the business strategy, etc.
Acquisition Team Project Business and Acquisition Plans: Each team will submit a business plan, which includes an
acquisition plan, not to exceed 50 pages including supporting financial tables. The acquirer’s business plan should
include the following elements:
Introduction
1. Executive Summary: In 1-2 pages, describe key objectives, why an acquisition is preferable to alternative
options such as a “go it alone” venture or alliance, why the recommended target is more attractive than other
potential target firms, the amount and composition of the initial offer price, how it will be financed, and key
risks associated with the transaction.
Business Plan (for acquiring firm)
1. Industry/market definition: Define the industry/market in which the target firm competes in
terms of size, growth rate, product offering, and other pertinent characteristics.
2. External analysis: Describe how the interaction and relative bargaining power of customers, competitors,
potential entrants, product/service substitutes, and suppliers determine industry cash flow and profitability.
Profile the industry/market using the “modified Porter framework” discussed in Chapter 4.in DePamphilis.
3. Internal analysis: Describe the acquiring company’s strengths and weaknesses and how they compare to the
competition.
4. Opportunities/threats: Discuss major opportunities and threats that exist because of the industry’s competitive
dynamics. Be sure that you can show how these threats or opportunities are a consequence of the factors
described in (2).
5. Business mission/vision statement: Describe what industry/market needs are to be satisfied, who the targeted
customers are, and what resources or capabilities will be used to satisfy these targeted customer needs.
6. Quantified strategic objectives (including completion dates): Indicate both financial (e.g., rates of return, sales,
cash flow, share price, etc.) and non-financial (e.g., market share, being perceived by customers or investors as
number one in the targeted market in terms of market share, product quality, price, innovation, etc.) goals.
7. Business strategy: Identify how the mission and objectives will be achieved (e.g. become a cost leader, adopt a
differentiation strategy, or focus on a specific market segment).
8. Implementation strategy: From a range of reasonable options (“go it alone” strategy, partner via a joint venture
or less formal business alliance, license, minority investment, and acquisition), indicate which option would
enable the acquiring firm to best implement its chosen business strategy. Because of the nature of the course,
you must indicate that an implementation strategy involving an acquisition is preferred to the other options and
why.
9. Acquirer’s business plan valuation: Provide projected five year “standalone” income, balance sheet, and cash
flow statements for the acquiring company and estimate the firm’s value based on the acquirer’s projected cash
flows. State key forecast assumptions underlying the projected financials and the valuation.
Acquisition Plan (developed by acquiring firm)
1. Plan objectives: Identify the specific purpose of the acquisition. This should include what specific goals are to
be achieved (e.g., cost reduction, access to new customers, distribution channels or proprietary technology,
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expanded production capacity, etc.) and how the achievement of these goals will better enable the acquiring
firm to implement its business strategy (see (7) above).
Timetable: Establish a timetable for completing the acquisition including integration if the target firm is to be
merged with the acquiring firm’s operations. Identify key activities that need to be accomplished and indicate
the estimated time required to complete activities. Also, estimate resources (i.e., people, money, licenses, etc.)
needed to complete each activity.
Resource/capability evaluation: Evaluate the acquirer’s financial and managerial capability to complete an
acquisition. Identify affordability limits in terms of the maximum amount the acquirer should pay for an
acquisition. Explain how this figure is determined by considering the impact on the acquirer’s EPS, cash
position, or level of indebtedness relative to its industry average.
Management preferences: Indicate the acquirer’s preferences for a “friendly” acquisition, controlling interest,
using stock, debt, cash, or some combination, etc.
Search plan: Develop screening criteria for identifying potential target firms and explain plans for conducting
the search, why the target ultimately selected was chosen, and how you will make initial contact with the target
firm.
Negotiation strategy: Identify key buyer/seller issues. Recommend a deal structure that addresses the primary
needs of all parties involved. Comment on the major elements of the deal structure including the proposed
acquisition vehicle, post-closing organization, form of payment, form of acquisition, and tax structure. Explain
the justification for the approach your team adopted in dealing with each aspect of the deal structure (e.g., why
was a particular tax strategy selected). Indicate how you might “close the gap” between the seller’s price
expectations and the offer price.
Purchase (offer) price estimate: Provide projected five-year income, balance sheet, and cash flow statements for
the target firm and for the consolidated acquirer and target firms. Develop a preliminary minimum and
maximum purchase price range for the target. Specify potential sources of and destroyers of value. List key
forecast assumptions. Identify an initial offer price, the composition (i.e., cash, stock, debt, or some
combination) of the offer price, and why you believe this price is appropriate in terms of meeting the primary
needs of both target and acquirer shareholders. The appropriateness of the offer price should reflect your
preliminary thinking about the deal structure.
Financing plan: Using the combined/consolidated financial statements, determine if the proposed offer price can
be financed without endangering the combined firm’s credit worthiness or seriously eroding near-term
profitability and cash flow.
Integration plan: Identify potential integration challenges and possible solutions. (For those teams
characterizing themselves as financial buyers, an integration plan may not apply. Instead, they should identify
an “exit” strategy.) For an actual transaction, teams must assess whether the acquirer overpaid, underpaid, or
paid fair value for the target firm.
Note that a Microsoft Excel-based spreadsheet model is available on the CDROM accompanying the textbook.
Students may use the model for completing the acquisition project, modify it to reflect the unique characteristics of
their situation, or develop their own model.
Acquisition Team Project Assessment
The total possible point score of 250 points for the project will be apportioned as follows:
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33% for completeness: How well did the team address each point on the syllabus outline for the Acquisition
Team Project?
33% for quality of application: Did the team apply correctly tools and concepts learned in this course? (Hint:
Each team member should apply a number of different tools and concepts in each section for which they are
responsible.)
33% on creativity: Did the team specify clearly the acquirer’s and target’s objectives/needs? Deal the address
common deal structuring questions? Were they successful in meeting the highest priority needs of both parties?
Was the proposed deal structure realistic.
Each team member will receive the project’s total score adjusted for the professor’s evaluation of the section(s) for
which they are responsible. For example, while a paper may receive 250 points, individual team members may
receive 105% (i.e., 263 points) or 95% (i.e., 238 points) of the project’s total score.
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Team Member Peer Review: Each team member will be asked to anonymously evaluate their team members by
assigning a letter grade to their overall contribution to the team paper. The student’s overall grade will be calculated
by a simple average of the grades assigned by their team members, with A=25, B=20, C=15, D=10, and F=0.
Project Leader Peer Review: Each team member will also be asked to evaluate anonymously their project leader’s
performance, with A = 20, B = 15, C = 10, and D = 5, and F = 0. The project leader should be evaluated in terms of
their leadership in scheduling meetings, setting meeting agendas, facilitating meetings, motivating others to satisfy
their commitments, and overall quality control. Quality control refers to effort expended to ensure that all portions
of the final document have been completed and that the document reads as if it written by a single individual.
Assignments: Answers to assignments, other than problem sets, should be typed. Answers to each question should
be double-spaced and not exceed one page in length. Submissions that are not typed will automatically lose one-half
of the total potential point score. Answers to problem sets should be legible.
SPECIAL ACCOMMODATIONS: Students with special needs who need reasonable modifications, special
assistance, or accommodations in this course should promptly direct their request to the Disability Support Services
Office. Any student who currently has a documented disability (physical, learning, or psychological) needing
academic accommodations should contact the Disability Services Office (Daum Hall # 224, x84535) as early in the
semester as possible. All discussions will remain confidential. Please visit www.lmu.edu/dss
<http://www.lmu.edu/dss> for additional information.
Class Schedule
Week
August 27,
2008
September 3,
2008
September 10,
2008
Subject
1. Defining expectations
2. Course overview
3. Introduction to M&A
A. Common terminology
B. Why do they occur?
C. What are the key
characteristics of
mergers & acquisitions
that meet expectations?
D. Future of M&A
Activity
4. Discuss P&G’s purchase of
Gillette
5. Discuss forming teams
1. Common Takeover Tactics
and Defenses
2. Discuss Mittal Acquires
Arcelor Case Study
3. Class time will also be
used to allow students to
begin to form teams
1.
2.
3.
Acquisition Process:
Developing Business and
Acquisition Plans
Discuss Case Study
Use class time, if necessary,
to form teams
Class Preparation
Copies of the syllabus and updated versions of the
PowerPoint presentations of the lecture notes for each
class are available on Blackboard. Students are
encouraged to bring a copy of the class notes to each
class. Chapter summaries are available on the CDROM
accompanying the textbook. Students are also
encouraged to use the Learning Interactions Library
included on the CDROM, which enables students to test
their knowledge by answering multiple choice,
true/false, and case study questions. Students’ answers
will be automatically scored.
Required Reading: Chapters 1 and 3 in DePamphilis and
lecture notes on or Blackboard entitled “Common
Takeover Tactics and Defenses.” Read Case Study 3-1
entitled “Mittal Acquires Arcelor-A Battle of Global
Titans in the European Market for Corporate Control”
and be prepared to discuss questions 1-4 in class. Note
that there is no need to submit written answers to the
case study questions.
Estimated time to complete reading: 5 hours.
Required reading: Chapter 4 in DePamphilis and lecture
notes on Blackboard entitled “Acquisition Process
Phases 1 & 2.” Be sure to read Case Study 4-6 entitled
“Oracle Continues Its Efforts to Consolidate the
Software Industry” and be prepared to discuss questions
1-4 in class. Note that there is no need to submit written
answers to the case study questions.
Estimated time to complete reading: 5 hours
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September 17,
2008
1. Acquisition Process: Search
through Closing
2. Discuss case study
September 24,
2008
October 1,
2008
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2.
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3.
4.
5.
Define valuation cash flow
Discounted Cash Flow
Valuation Methodologies
a. Zero growth
b. Constant growth
c. Variable growth
Relative Valuation
Methodologies
Valuing non-operating
assets and liabilities
Adjusting the firm’s equity
value for non-operating
assets and liabilities
Discuss Problem Set
Discuss expectations for
first examination
By this date, students are to have organized themselves
into teams of four to five students each. Teams will
submit a listing of all team members, including names
and email addresses, to the professor. Teams will also
be expected to appoint a project leader. The project
leader’s responsibilities include scheduling team
meetings and developing meeting agendas, motivating
team members to meet their commitments, and for
“quality control.” The project leader will have the
potential to receive as many as 20 additional points
based on a peer review by other team members.
Required Reading: Chapters 5 and 6 in DePamphilis and
lecture notes on Blackboard entitled “Implementation:
Search Through Closing—Phases 3-10.” Be sure to
read Case Study 5-6 in DePamphilis entitled “The
Anatomy of a Transaction: K2 Incorporated Acquires
Fotoball USA” (pp. 213-219) for a highly abbreviated
example of a business and acquisition plan. Also, read
Case Study 5-7 entitled “Cingular Acquires AT&T
Wireless in a Record-Setting Cash Transaction” (pp.
219-220) and be prepared to discuss in class questions 1
– 4 at the end of case. Note that there is no need to
submit written answers to the case study questions.
Estimated time to complete reading: 6 hours
Required reading: Chapter 7 (including Appendix pp.
305-313) in DePamphilis as well as lecture notes on
Blackboard entitled “Discounted Cash Flow Valuation.”
Estimated time to complete reading: 4 hours
Each Acquisition Team will provide the Professor with
the name of their team’s acquiring company and
acquisition target and a 2-3 page project plan. The
project plan should include key objectives (i.e., why the
acquiring company wants to acquire the target firm),
key activities that must be completed to meet the project
deadline, completion dates for each activity, and the
individuals(s) responsible for completing each activity.
Required Reading: Chapter 8 in DePamphilis as well as
lecture notes on Blackboard entitled “Relative Valuation
Methodologies.”
Problem Set: Answer practice problems 7-11,
7-12, 7-15, 7-16, and 7-17 (pp. 299-303) in Chapter 7;
8-11, 8-12, 8-15, 8-16, and 8-20 (pp. 344-347) in
Chapter *. Each student must show all work to receive
full credit. Each student should bring two copies of their
assignment, one to submit for credit and another for
taking notes as we discuss solutions to the problems in
class.
Estimated time to complete reading: 3 hours
Estimated time to complete Problem Set: 3 hours
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October 8,
2008
First Examination
October 15,
2008
1.
2.
3.
October 22,
2008
1.
2.
Review exam results.
Introduction to M&A model
building process
a. Calculating EPS &
post-merger share price
for stock for stock, all
cash, and cash for stock
transactions.
b. Model adjustment
mechanisms
Discuss Google buys
YouTube case study
Analyzing Privately Held
Companies
Discuss Panda Ethanol Goes
Public in a Shell
Corporation Business Case
Review Chapters 1 and 3-8 in DePamphilis, as well as
class notes and chapter summaries, and to use the
Learning Interactions Library included on the
CDROM accompanying the textbook. Calculators
required.
Required Reading: Chapters 9 in DePamphilis and
lecture notes on Blackboard entitled “Applying
Financial Modeling Techniques to Mergers and
Acquisitions” and Case Study 8-1 in DePamphilis (pp.
324-326) entitled “Google Buys YouTube—Brilliant or
Misguided?” and be prepared to discuss questions 1 to 5
at end of case study in class. Students should also
review the Excel spreadsheet formulae contained on the
CD ROM in the back of the textbook.
Estimated time to complete reading: 5 hours.
Required Reading: Chapter 10 in DePamphilis and
lecture notes on Blackboard entitled “Analyzing Private
Companies” and Case Study 10-4 (pp. 427-429) entitled
“Panda Ethanol Goes Public in a Shell Corporation”
found on Blackboard. Be prepared to discuss questions
1-3 in class. There is no need to submit written answers
to these questions to the professor.
Estimated time to complete reading: 6 hours
October 29,
2008
1.
2.
3.
Deal Structuring Process:
Payment and Legal
Considerations
Discuss Case Study 10-3
questions in class.
30 minutes of in-class time
devoted to acquisition team
meetings
Work on Acquisition Team Project. By this time, it is
recommended that students should have completed
Sections 1-5 of the Business Plan portion of the
Acquisition Project. There is no need to submit these
sections at this time.
Required Reading: Chapter 11 in DePamphilis and
lecture notes on Blackboard entitled “M&A Deal
Structuring Process: Payment and Legal
Considerations.” Be sure to read Case Study 11-3 (pp.
471-472) entitled “Vivendi Universal and GE Combine
Entertainment Assets”) in DePamphilis and be prepared
to discuss questions 1 to 5 in class. Note that there is no
need to submit written answers to the case study
questions.
Estimated time to complete reading: 5 hours
November 5,
2008
1.
2.
3.
Deal Structuring: Tax and
Accounting Treatment
Discuss Case Study
30 minutes of in-class time
devoted to acquisition team
meetings
Work on Acquisition Team Project: By this time, teams
should have completed Sections 6-9 of the Business
Plan for the Acquisition Project. There is no need to
submit these sections to the professor.
Required Reading: Chapter 12 in DePamphilis and
lecture notes on Blackboard entitled “Structuring the
Deal: Tax and Accounting Issues.” Also, read Case
Study 12-2 (pp. 503-506) entitled “Boston Scientific
Overcomes Johnson and Johnson to Acquire Guidant: A
Lesson in Bidding Strategies.” Be prepared to answer
questions 1-3 at the end of the case study in class. Note
that there is no need to submit written answers to the
case study questions.
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November 12,
2008
1.
2.
3.
Analyzing and Structuring
Leveraged Buyouts
Discuss “Grave Dancer”
case study questions
30 minutes of in-class time
devoted to acquisition team
meetings
4.
November 19,
2008
1.
2.
5.
Shared Growth/Shared
Control Strategies
Discuss Pixar case Study
30 minutes of in-class time
devoted to acquisition team
meetings
Estimated time to complete reading: 5 hours
Work on Acquisition Team Project
Required Reading: Chapter 13 (pp. 511-561) in
DePamphilis. Also, read lecture notes entitled
“Leveraged Buyouts” (pp. 1-11) and business case study
entitled “Grave Dancer Takes Tribune Corporation
Private” found on Blackboard and be prepared to
discuss questions 1-5 at the end of the case study in
class.
Time required to complete reading: 5 hours
Work on Acquisition Team Project
Required Reading: Chapter 14 (pp. 567-598) in
DePamphilis. Also, read lecture notes entitled “Shared
Growth, Shared Control Strategies” on Blackboard.
Read Case Study 14-5 (pp. 596-597) entitled “Pixar and
Disney Part Company” and be prepared to discuss
questions 1-4 in class. Note that there is no need to
submit written answers to the case study questions.
Individual students will be asked to discuss specific
questions in front of the class.
Estimated time to complete reading: 4 hours.
Work on Acquisition Team Project
November 26,
2008
December 3,
2008
Thanksgiving
1.
2.
3.
December 10,
2008
4.
Alternative Exit and
Restructuring Strategies:
Divestitures, Spin-Offs,
Carve-Outs, Split-Ups, and
Split-Offs
Discuss Case Study
Peer review of team project
members
Final Exam
Required Reading: Chapter 15 in DePamphilis and
lecture notes on Blackboard entitled “Alternative
Restructuring Strategies.” Be sure to read Case Study
15-8 (pp. 649-652) in DePamphilis entitled “AT&T—A
Poster Child for Restructuring Gone Awry” and be
prepared to discuss case study questions 1-6 in class.
Time required to complete reading: 3 hours
Acquisition Team Projects due. None will be
accepted after this date.
Review Chapters 9-12, and 15 as well as lecture notes
associated with these chapters. Students are also
encouraged to read the chapter summaries and to use the
Learning Interactions Library included on the CDROM.
9
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