Global Executive MBA Program Theme 8B - Strategy Formulation II Shanghai – October 29 – November 2, 2015 Thursday, October 29 8:30-9:45 Value Creation and Value Destruction Professor Campbell This session begins our discussion of strategies for value creation. We will focus on the classic Gulf Oil case about a hostile takeover attempt in the 1980s. It raises issues that are always present in capital markets and they are especially present today. We will start by examining whether Gulf Oil, under the direction of Jimmy Lee, is destroying value. The question in the case is whether the policies being pursued by Gulf management could be changed in a way so as to add value to shareholders and thereby drive up the price of Gulf Oil stock. The case requires that you determine what price an acquirer should be willing to pay for Gulf and how that price can be justified. It should be obvious that the same issues that arose in the Gulf case 30 years ago are crucial for understanding today’s energy market. See the Fortune article below in order to help apply the Gulf discussion to the current oil market. Also see the slide deck from David Einhorn at Greenlight Capital (edited by me) which deals with today’s oil industry. Reading: Case Study: Gulf Oil Corporation HBS 9-285-053 Shawn Tully, “The shale oil revolution is in danger,” Fortune, January 9, 2015 http://fortune.com/2015/01/09/oil-prices-shale-fracking/ David Einhorn, Greenlight Capital, slide deck on fracking. 9:45-10:00 Break 10:00-11:15 Derivatives Professor Campbell This session will provide an introduction to options and futures contracts and their uses. It will also provide an introduction to risk management and to option pricing and a foundation for the sessions on deal structure and leverage. Reading: Background: RWJJ Chapters 22, 23 Spreadsheet: Black-Schoes Option Pricing Model 11:15-11:30 Break 11:30-12:45 Derivatives Continued 12:45-1:45 Lunch 1:45-3:00 Corporate strategy & multi-business corporations Professor Campbell Professor Bhambri So far, most of our discussions have focused on business unit strategy as opposed to corporate level strategy. Whereas business strategy focuses on the question of how to compete, corporate strategy focuses on which businesses to compete in and the extent and type of coordination across businesses. Today, we will focus on Danaher Corp., a company with a remarkable record and a disciplined process for managing a diversified collection of businesses. Global Executive MBA Program Theme 8B - Strategy Formulation II Shanghai – October 29 – November 2, 2015 Topics: Acquisition processes Value added in acquisitions Integration across Businesses Parenting Advantage Different corporate models Case: Danaher Corporation #9 708 445 Questions: 1. What is Danaher’s acquisition process? Is it a sustainable process? 1. If you are a business unit manager, what is the value that you get from being part of Danaher? What are the disadvantages that you face? 2. If you were managing a firm, would you rather compete against a division of a conglomerate like Danaher or an independent firm? Explain your answer. 3. If you were an investor, would you rather invest in a firm that competes in only one business or a firm that competes in many businesses? 4. What seem to be the current trends driving conglomerates? Readings: Case: Danaher Corporation #9 708 445 Reading: Corporate Strategy – module note 9-713-415 Reading: Avoiding the dinosaur trap, Economist, May 31, 2014 Reading: Return of the giants, Economist, November 21, 2012 Reading: From dodo to phoenix, Economist, January 11, 2104 3:00-3:15 Break 3:15-4:30 Corporate strategy & multi-business corporations Professor Bhambri Danaher and corporate strategy discussion continues. 4:30-4:45 Break 4:45-6:00 Group Work Friday, October 30 8:30-9:45 Derivatives Professor Campbell This session will continue the discussion of derivatives begun on Thursday. We will also discuss the case study on options in compensation packages. Reading: “Valuing Stock Options in a Compensation Package”, HBS 9-914-517 Global Executive MBA Program Theme 8B - Strategy Formulation II Shanghai – October 29 – November 2, 2015 9:45-10:00 Break 10:00-11:15 Deal Structure and Leverage Professor Campbell In this session we revisit the topic of leverage and deal structure initially introduced in Theme 3. We will examine a major leveraged buyout of a US company, Hospital Corporation of America, and its subsequent public offering. Reading: Review: RWJJ Chapters 15, 16 and 17 Assignment: “Risk and Reward in Venture Capital”, Sahlman, HBS #N9-811036 Assignment: HCA (A) HBS #9-207-276, HCA (B) HBS #9-208-070 11:15-11:30 Break 11:30–12:45 Deal Structure and Leverage Professor Campbell In this session we will continue our discussion of how to construct an effective analysis of a levered deal and model the deal in a spreadsheet. 12:45-1:45 1:45-4:30 Box Lunch Drive to site Field Trip GEMBA VI & EMBA LA XXV Lonking Saturday, October 31 8:30-9:45 Making Acquisitions (1) Professor Bhambri Having discussed a multi-business perspective of organizations, we will go deep into a discussion of a specific acquisition. Specifically, we will discuss a case series that starts with a bid and then track the subsequent acquisition of Adams by Cadbury Schweppes. Case: Cadbury Schweppes: Capturing Confectionery (A) 9 708 453 After reading the A case: 1) As a member of the Board of Cadbury Schweppes would you approve a bid of more than $4 billion for Adams? Why? Why not? 2) What is your view of the strategic justification and the challenges? 3) What is your view of the organizational justification and the challenges? 9:45-10:00 Break 10:00-11:15 Making Acquisitions (2) Case: Cadbury Schweppes: Capturing Confectionery (B) Professor Bhambri 9 708 454 Global Executive MBA Program Theme 8B - Strategy Formulation II Shanghai – October 29 – November 2, 2015 After reading the B case: 1. Do you agree with the methods used in the valuation calculations? 2. Are you more supportive of the bid after you review the detailed calculations? Why or why not? 11:15-11:30 Break 11:30–12:45 Raising Capital for New Ventures Professor Campbell In this session we will examine a term sheet for a proposed venture financing deal via the Trendsetter case study. The purpose is to understand the basic structure of venture financing and how to structure a term sheet. The Trendsetter case uses convertible preferred securities. In order to understand the use of these securities it is necessary to draw on your understanding of derivatives covered earlier in the week on on so-called agency problems, discussed in the readings assigned for this session. Reading: Case assignment: Term Sheet Negotiations for Trendsetter, Inc, HBS #9801-358 Background: “A Note on Private Equity Securities”, Lerner and Hardymon, HBS #9-200-027 “The Basic Venture Capital Formula”, Sahlman, HBS #9-804-042 Spreadsheet: “Trendsetter” 12:45-1:45 Lunch 1:45-3:00 Raising Capital for New Ventures Professor Campbell In this session we will continue our discussion of venture financing. 3:00-3:15 Break 3:15-4:30 Project Workshop 4:30-4:45 Break 4:45-6:00 Project Workshop Sunday, November 1 8:30-9:45 Prosperity & Demographics Professor Campbell In this session we will discuss some of the key economic and financial issues facing the global financial system. Background Reading (all are available via the internet): Global Executive MBA Program Theme 8B - Strategy Formulation II Shanghai – October 29 – November 2, 2015 “World Population Prospects and the Global Economic Outlook: The Shape of Things to Come”, Nicholas Eberstadt, American Enterprise Institute, February 2011. http://www.aei.org/paper/society-and-culture/citizenship/world-population-prospects-andthe-global-economic-outlook-paper/ “Bye-Bye Baby” Teitelbaum and Winter, NYT, April 4, 2014, http://www.nytimes.com/2014/04/05/opinion/sunday/bye-bye-baby.html “The amazing, surprising African driven demographic future of the earth”, Max Fisher, Washington Post, July 16, 2013, http://www.washingtonpost.com/blogs/worldviews/wp/2013/07/16/the-amazingsurprising-africa-driven-demographic-future-of-the-earth-in-9-charts/ “Africa’s Stalled Fertility Transition”, Wilson Center, October 15, 2014, http://www.wilsoncenter.org/event/africas-stalled-fertility-transition-causes-cures-andconsequences “The Future Will Be More Religious and Conservative Than You Think”, Eric Kaufman, May 8, 2012. “Global Warming’s Terrifying New Math”, Bill McKibben, Rolling Stone, July 19, 2012. Alex Davies, “Elon Musk’s Grand Plan to Power the World with Batteries”, Wired, May 1, 2015, http://www.wired.com/2015/05/tesla-batteries/ Michael Levi, “A Clean Energy Revolution is Tougher than You Think,” Council on Foreign Relations, Energy, Security, and Climate Blog, May 21, 2015, http://blogs.cfr.org/levi/2015/05/21/a-clean-energy-revolution-is-tougher-than-you-think/ 9:45-10:00 Break 10:00-11:15 Prosperity & Demographics continued 11:15-11:30 Break 11:30-12:45 Acquisitions & Platform Development Case: Qihoo Professor Campbell Professor Bhambri HBS 9-615-017 In this session, we will discuss Qihoo, a young company that has rapidly grown to become one of the largest interenet companies in China. To compete with some of the other Chinese internet giants, Qihoo is considering acquiring the third largest serach engine firm, Sogou. Using concepts of acquisition strategy that we have discussed so far, and your understanding of strategy, we will apply these concepts in a new space. Preparation questions: 1. As Zhou, would you buy Sogou? If your order is rejected, would you increase your bid? Global Executive MBA Program Theme 8B - Strategy Formulation II Shanghai – October 29 – November 2, 2015 2. Evaluate Qihoo’s growth opportunity in the PC market. How and why did Qihoo succeed? 3. How could Qihoo replicate its PC market success in the mobile segment? 12:45-1:45 Lunch 1:45–3:00 Integrating Acquisitions Case: ArcelorMittal (A) Professor Bhambri 910M01 Like many mergers, this deal was promoted as a merger of equals and, like all major deals, integration difficulties could have destroyed value creation from the merger. Preparation questions: 1. What is your assessment of the merger from the point of view of Arcelor? Of Mittal? 3:00-3:15 Break 3:15-4:45 pm Integrating Acquisitions Professor Bhambri For this session, we will experiment with a multi-media case about a global advertising company. Multi-media case: Havas: Change Faster HBS 9-615-702 Monday, November 2 8:30-9:45 Strategic Alliances Professor Bhambri While some companies develop capabilities in house, many companies, regardless of size, are partnering to develop and leverage capabilities. In this session, we will look at the imperatives, benefits, and challenges of global alliances. Key topics: Key Success Factors in Strategic Alliances Different types of alliances Evolution of strategic alliances Creativity and Design in Strategy Case: Bharti: Flying on the Wings of Others (A) IMD-3-1115 Questions: 1. If you were leading the negotiations for Bharti, what would be your position? Global Executive MBA Program Theme 8B - Strategy Formulation II Shanghai – October 29 – November 2, 2015 What is your strategic goal? What would you compromise? What would you hold firm? What alternatives should you consider? Analyze the logic of your position clearly. 2. If you were leading the negotiations for BT, what would be your position? What is your strategic goal? What would you compromise? What would you hold firm? What alternatives should you consider? Analyze the logic of your position clearly. 9:45-10:00 Break 10:00-11:15 New Executives and Taking Charge Professor Bhambri Today, we will look at a short case, Mega Corporation, in which I will ask you to put yourself in the role of Tom Rice, the newly appointed CEO of Mega Corp, and ask, “if you were appointed to lead a new business, what would you do?” We will use today’s session to pull together much of what we have covered in theme 8. Case: Mega Corporation (A) Questions: 1. If you were Tom Rice, what would you do? On the first day? In the first week? In the first month? Readings: Mega Corporation (A) (USC case) When New CEOs Succeed and Fail, Greiner, Cummings & Bhambri, Organizational Dynamics, 2003 11:15-11:30 Break 11:30-12:45 Strategy Review 12:45-3:00 Lunch on main campus and photo 3:15-4:00 Evaluation Professor Bhambri GEMBA office Global Executive MBA Program Theme 8B - Strategy Formulation II Shanghai – October 29 – November 2, 2015 Professor Bhambri Readings: from HBS Case: Danaher Corporation #9 708 445 Corporate Strategy – module note 9-713-415 Cadbury Schweppes: Capturing Confectionery (A) 9 708 453 Cadbury Schweppes: Capturing Confectionery (B) 9 708 454 Qihoo HBS 9-615-017 ArcelorMittal (A) 910M01 Havas: Change Faster HBS 9-615-702 (note: this is a multi-media case, it may not need to be downloaded or printed, just obtain and give the students an on-line access code) Case (not from HBS, but have used before in GEMBA) Bharti: Flying on the Wings of Others (A) IMD-3-1115 Articles and cases attached: Mega Corporation (A) (USC case) When New CEOs Succeed and Fail, Greiner, Cummings & Bhambri, Organizational Dynamics, 2003 Articles to download: Avoiding the dinosaur trap, Economist, May 31, 2014 Return of the giants, Economist, November 21, 2012 From dodo to phoenix, Economist, January 11, 2104 Professor Campbell cases/readings which need to be ordered from HBS: Shawn Tully, “The shale oil revolution is in danger,” Fortune, January 9, 2015 http://fortune.com/2015/01/09/oil-prices-shale-fracking/ Gulf Oil Corporation HBS 9-285-053 Term Sheet Negotiations for Trendsetter, Inc, HBS #9-801-358 “A Note on Private Equity Securities”, Lerner and Hardymon, HBS #9200-027 “The Basic Venture Capital Formula”, Sahlman, HBS #9-804-042 “Risk and Reward in Venture Capital”, Sahlman, HBS #N9-811-036 HCA (A) HBS #9-207-276, HCA (B) HBS #9-208-070 Valuing Stock Options in a Compensation Package”, HBS 9-914-517 Other items to order or download. Most are not subject to copyright protection. Global Executive MBA Program Theme 8B - Strategy Formulation II Shanghai – October 29 – November 2, 2015 “World Population Prospects and the Global Economic Outlook: The Shape of Things to Come”, Nicholas Eberstadt, American Enterprise Institute, February 2011. http://www.aei.org/paper/society-and-culture/citizenship/world-population-prospects-andthe-global-economic-outlook-paper/ “Bye-Bye Baby” Teitelbaum and Winter, NYT, April 4, 2014, http://www.nytimes.com/2014/04/05/opinion/sunday/bye-bye-baby.html “The amazing, surprising African driven demographic future of the earth”, Max Fisher, Washington Post, July 16, 2013, http://www.washingtonpost.com/blogs/worldviews/wp/2013/07/16/the-amazingsurprising-africa-driven-demographic-future-of-the-earth-in-9-charts/ “Africa’s Stalled Fertility Transition”, Wilson Center, October 15, 2014, http://www.wilsoncenter.org/event/africas-stalled-fertility-transition-causes-cures-andconsequences “The Future Will Be More Religious and Conservative Than You Think”, Eric Kaufman, May 8, 2012. “Global Warming’s Terrifying New Math”, Bill McKibben, Rolling Stone, July 19, 2012. Alex Davies, “Elon Musk’s Grand Plan to Power the World with Batteries”, Wired, May 1, 2015, http://www.wired.com/2015/05/tesla-batteries/ Michael Levi, “A Clean Energy Revolution is Tougher than You Think,” Council on Foreign Relations, Energy, Security, and Climate Blog, May 21, 2015, http://blogs.cfr.org/levi/2015/05/21/a-clean-energy-revolution-is-tougher-than-you-think/