Harvard University Extension School

Fall 2010 Updated: July 20, 2010

Mergers & Acquisitions MGMT E-2720

Tuesday 7:35 - 9:35 pm, Sever 203 Professor: Viktoria Dalko, PhD VDalko@FAS.Harvard.edu Office hours: by appointment Course Description: The course focuses on the design, analysis, and implementation of financial strategies aimed at repositioning and revitalizing companies faced with major competitive or environmental challenges, problems, and opportunities. The course helps you to learn how to create corporate value by restructuring a company or by undergoing a business combination. Discussions will focus on debt restructuring, leveraged buyouts and recapitalizations, corporate downsizing programs, mergers and acquisitions, corporate spin-offs, divestitures, and tracking stock. We will also examine the players in the M&A arena and explore major deals that have impacted Wall Street, such as the leveraged buyout of RJR Nabisco. Emphasis will be given to the contemporary expectations and requirements of good governance, based on the roles corporations play in the society, and the timing and principles of merger integration. The course is casebased, with occasional lectures. Prerequisites: You can enroll in this course only if you have already successfully completed a graduate level finance and accounting course: Managerial Finance MGMT E-2020 or Corporate Finance MGMT E-2700 AND Financial Accounting Principles MGMT E-1000 or equivalent. MGMT E-2600 or MGMT E-2620 is helpful but not required. If you have not yet finished at least one of the finance and the accounting prerequisite courses, please do not register for M&A this year, but complete your prerequisite first. It is in your best interest to follow the regulation, to improve your learning experience. There are three types of course materials. 1. Textbook: Donald M. DePamphilis: Mergers, Acquisitions, and Other Restructuring Activities. An Integrated Approach to Process, Tools, Cases, and Solutions. Fifth Edition, Academic Press, Burlington, MA, 2010 (ISBN: 978-0-12374878-2 ) The textbook is available at Harvard Coop. Required, referred as Textbook in the rest of the syllabus. 2. Cases: You can buy all the cases we use as a course pack from www.universityreaders.com using the course name MANAGEMENT
M&A Viktoria Dalko 2010 Page 1 of 5

Harvard University Extension School

Fall 2010 Updated: July 20, 2010

E- 2720 and my name as instructors name. Alternatively, you can purchase, download and print or ship each case individually from

www.hbsp.com.

3. Articles: Once you have registered for the course, and you have obtained your student id, you can access the entire content of the course web page. There you will find additional journal articles relevant to our subject. In addition, if you have not worked with cases very long, I highly recommend that you begin the course with the study of the article by Thomas B. Bonoma, Learning with Cases (HBS number 9-589-080) which can be purchased from the Harvard Coop or online at www.hbsp.com Grading: Class Participation Simulations Case Write-Ups Project (3 sections) Project sections: 15% 15% 20% 50%, Section I Section II Section III

15% 20% 15%

Project: Turnaround with mergers and acquisition This is an individual project that you will be working on throughout the semester. The goal is to analyze a company that has overcome serious challenges by using merger, acquisition, asset sale, equity carve out, financial restructuring and so on, techniques. The project consists of 3 sections: 1. Section I: The crisis: what is the nature and origin of the trouble? 2. Section II: The Managements solution: how the management turned around the companys fortunes? 3. Section III: Your evaluation: what is your assessment of the strategy and execution of turnaround, what would you do at the critical stage? It is important than you cite references accurately. You can find the HBS Citation Guide at http://www.library.hbs.edu/guides/ If circumstances allow, there might be an oral presentation of the project. Case write-ups: Please prepare answers to the case discussion questions in advance, and hand in a hard copy at the beginning of the appropriate class (generally 3-4 pages plus exhibits). Bring two copies with you, so that you can consult your results during the class discussion. See list of questions separately.

M&A Viktoria Dalko 2010

Page 2 of 5

Harvard University Extension School

Fall 2010 Updated: July 20, 2010

Academic integrity: Required and enforced. Study and apply the rules of the Student Responsibilities, at: http://www.extension.harvard.edu/2010-11/policies/responsible.jsp#integrity Students found guilty of academic dishonesty face a range of sanctions, including probation, required withdrawal from a course, suspension from the Extension School for one or more terms, and required withdrawal from an Extension School degree or certificate program. Class participation: The quality - and not the quantity - of your contribution matters the most. Advance preparation from the assigned readings and cases is required and rewarded. If you are unable to attend a class, please notify me ahead of time by email. Since the course is based on case discussion, class participation is essential. Therefore if you are unable to attend 3 or more classes during the semester than you should drop the course and retake it next year. Late submissions: Once we start to discuss a case in class, that case write-up can not be accepted. Midterm is a take-home project; therefore you should be able to submit it in time. Class presentation dates and topics, once distributed, can not be changed, since they form an integral part of the course learning process. Course web page: It is to your benefit to regularly consult the courses web page, as I put on important information at an irregular basis For example, you can find the power point slides there that I use in class. It is your responsibility to know, download and in case of need, print out and bring with you those files to the class. In case you miss a class, it is your responsibility to obtain a copy from your classmates whatever I distributed. Computer, library research skills and online access to Harvard: I will assume that you are able to use word and excel, you have access to a pc, and can learn to use an Excel-based program. I will assume that your student id is working and therefore you have access to Harvards online library and the course web page. Please make sure that the email address you provided to the registrar is current, so that any email I send, can reach you in time. In case any of these conditions are missing, it is your responsibility to take care of it during the first week of the class.

M&A Viktoria Dalko 2010

Page 3 of 5

Harvard University Extension School

Fall 2010 Updated: July 20, 2010

CLASS 8/31/2010 9/7/2010

CHAPTER Chapter 1: Chapter 3:

SUBJECT Introduction to Mergers and Acquisitions The Corporate Takeover Market: Common Takeover Tactics, Antitakeover Defenses, and Corporate Governance Planning: Developing Business and Acquisition Plans--Phases 1 and 2 of the Acquisitions Process Integration: Mergers, Acquisitions, and Business Alliances Primer on Cash Flow Valuation and Forecasting Applying Relative Valuation, AssetOriented, and Real Option Valuation Methods to Mergers and Acquisitions Applying Financial Modeling Techniques to Value and Structure Mergers and Acquisitions Deal Structuring Process: Payment and Legal Considerations Financing Transactions: LBO Structures and Valuation

CASE

ADDITIONAL READING AND DUE DATES

Upjohn Co.: The UpjohnPharmacia Merger

Chapter 2: Regulatory Considerations Chapter 5: Implementation: Search through closing--Phases 3-10

9/14/2010

Chapter 4:

9/21/2010 9/28/2010

Chapter 6: Chapter 7:

Can this merger be saved? Situation play Ginnys Restaurant PROJECT SECTION I DUE Mercury Athletic Footwear: Valuing the Opportunity Chapter 10: Analysis and Valuation of Privately Held Companies Chapter 12: Deal Structuring Process: Tax and Accounting Considerations

10/5/2010

Chapter 8:

10/12/2010 Chapter 9:

10/19/2010 Chapter 11: 10/26/2010 Chapter 13:

Finance Simulation: Blackstone/Celanese

Page 4 of 5

M&A Viktoria Dalko 2010

Harvard University Extension School

Fall 2010 Updated: July 20, 2010

11/2/2010 11/9/2010

Chapter 13: Chapter 14:

11/16/2010 Chapter 15:

11/23/2010 Chapter 16:

Financing Transactions: Leveraged Buyout Structures and Valuation Shared Growth and Shared Control Strategies: Joint Ventures, Partnerships, Strategic Alliances, and Licensing Alternative Exit and Restructuring Strategies: Divestitures, Spin-Offs, Carve-Outs, Split-Ups, and SplitOffs Alternative Exit and Restructuring Strategies: Reorganization and Liquidation Both Inside and Outside the Protection of Bankruptcy Court Cross Border Transactions: Analysis and Valuation Negotiation

Blackstone/Celanese (cont.) Valuing the AOL Time Warner Merger PROJECT SECTION II DUE

Leading Corporate Renewal: Selim Bassoul at Middleby Corporation The privatization of Anatolia National Telecom - Simulation The privatization of Anatolia National Telecom (cont.) COMPLETE PROJECT SECTION I-II-III DUE

11/30/2010 Chapter 17: 12/7/2010 12/14/2010 Chapter 17:

M&A Viktoria Dalko 2010

Page 5 of 5