Professional Documents
Culture Documents
Course overview
This course is designed to provide a practical application of corporate finance skills to a
variety of corporate restructuring transactions. Mergers and acquisitions, initial public
offerings, private equity placements, senior and mezzanine debt issuances, leveraged
buyouts, and other complex financial restructuring transactions are reviewed. We will
explore the economic rationale and process of each transaction, address fairness and
solvency opinions and analyses, and place heavy emphasis on the role of an associate
professional in analyzing each situation. Students will build and apply valuation models
typically used in practice by investment banks, commercial banks, and corporate finance
consultants. The course is designed for those interested in careers in corporate finance or
strategic planning.
Prerequisite: FIN7000 or MBA8510 or completion of the One Year or Two Year
Modules, or the Fast Track Core
Teaching Methodology
The course will be taught using a combination of lectures, case studies and class
discussions. Case studies are an important tool for learning since understanding is greatly
aided by role modeling and pattern recognition. However, to be an effective learning tool,
all cases require you to prepare carefully before class and participate fully in class.
Learning Objective
By the end of this course students will be able to:
Grading
Final grades will be based on 2 in-class quizzes, 1 case write-up, 1 final project, and class
participation. All grades are based on individual work. The contribution of each element
is as follows:
In-class quiz 1:
In-class quiz 2:
Case write-up:
Final project:
Class Participation:
Total
15%
15%
25%
30%
15%
100%
Grading is a measure of performance (not effort) and is based on the following scale:
Grade
A
AB+
B
BC+
C
CD+
D
Low
93
90
87
83
80
77
73
70
67
65
High
100
92
89
86
82
79
76
72
69
66
Score
Evaluation
4 Superior Performance
3.67
3.33
3 Clearly Above Satisfactory Performance
2.67
2.33
2 Satisfactory Performance
1.67
1.33
1 Very Poor Performance (Marginally passing)
DF
60
0
64
59
0.67
0 Failure
Final Project
The final project is an individual assignment. The project will consist of selecting a live
transaction where the target company is public and the deal hasnt closed yet. The final
project will be a sell-side Fairness Opinion for the proposed transaction. The deliverable
will include:
1. An opinion letter
2. A PowerPoint deck with 2 sections
a. Section A will include at least the following information: (1) summary of
the proposed transaction, (2) industry overview, (3) company overview,
(4) valuation/opinion summary, (5) DCF key assumptions and result, (6)
Guideline Public Company Method key assumptions and result, (7)
Guideline Transactions Method key assumptions and result, and (8) key
assumptions and results for any other analyses performed;
b. Section B will include any analyses supporting Section A. For example,
calculation of any market multiples, presentation of a DCF analysis,
historical financial analysis, etc.
On the last day of class we will have some individuals present their PowerPoint deck as if
presenting to the board of the target company. The presentation of the findings will not
be graded, only the opinion letter and the contents of the PowerPoint deck.
Please see the section at the end of this syllabus for a summary of the grading approach
for the final project.
Case Study Preparation
Prior to case study days, I will post case questions on Blackboard to assist your
preparation. In addition, I may designate ahead of time one or more students to
summarize the case.
Quality comments are those that move the case discussion forward by:
There is no one way to effectively analyze a case. I offer the following as one way to
prepare for class. You are, of course, free to prepare in any way you wish. However, I
cannot emphasize too strongly how important it is that you participate in class. Class
participation not only heightens knowledge absorption, it also provides valuable time
where you will use entrepreneurial thinking and decision making.
Check to see if there is a text assignment for the class (posted on Blackboard for
each class). Reading assignments are designed to provide a foundation of
knowledge and insight into any particular issue. The reading prepares your mind
to see some of the issues in the case.
Read the case for the first time as a story without stopping to underline or take
notes. This will give you a holistic understanding of the situation before you
become embedded in any judgments.
Read the case a second time. Underline key facts and key issues. Make a note in
the margin or on another piece of paper explaining why you underlined
Categorize the issues and facts.
Listen carefully in class, allowing well-articulated positions to influence your
thinking.
Remember that quality is more important than quantity in class participation.
Save your notes. When you come to see me about something you want clarified or
to discuss your grade the notes will be a powerful support document.
Communication
I will frequently use Blackboard and e-mail to post assignments, distribute handouts, etc.
I may also post spreadsheet exhibits for cases that we analyze. You are responsible for
checking our Blackboard folder before preparing for each class.
Policies on laptops, cell phones, and other technology
Students are expected to maintain appropriate electronic etiquette in class, which
excludes any disruptive or distracting use of the laptop and cell phones, extraneous
communication and websurfing, and otherwise, any activity generating a negative
classroom externality. Failure to abide by this policy will result in a deduction of points
from the class participation portion of the course grade. If you bring a laptop to class,
and you keep it open and on, I ask that you always have Excel ready so that you can
quickly make calculations that may come up in class.
Academic Code
The F. W. Olin Graduate School Academic Code is fully in effect at all times during this
course as is Academic Honesty and Integrity Policy (found at page 53 of the Graduate
Student Handbook).
Accommodations/Disabilities
Any student who feels he or she may need an accommodation based on the impact of a
disability should contact me privately and in a timely fashion to discuss his or her
specific needs. Students must also contact the Manager of Disability Services at 781239-4508 or in Hollister Hall to coordinate reasonable academic accommodations.
Religious Observances
Any student who faces a conflict between the requirements of a course and the
observance of his or her religious faith should contact the instructor as early in the
semester as possible. In such event, the instructor will provide reasonable
accommodations that do not unduly disadvantage the student.
Name Cards
Please have your name card out every class. This will enable you to get to know one
another quickly and initiate dialogue.
Class
Student Actions
Topics:
1/22
Introductions
Deal types
Motivations
Considerations
Valuation approaches
Objective:
1/29
Class
Student Actions
Objective:
2/5
Topics:
Guideline Transactions Method
Selecting guideline transactions
Apply Guideline Transaction Method to
transaction discussed in Week 1
Basis of value
4
Objective:
2/12
Objective:
2/19
Class
Student Actions
Objective:
2/26
Topics:
M&A Sales Process
Fairness Opinions
Accretion/Dilution Model
Merger Agreements
7
Objective:
3/5
Topics:
Leveraged Buy Outs
Key Participants
Objective:
3/12
PREPARE: Analysis of
Flagship Companies (Course
Packet, questions to be posted on
Blackboard )
DUE: Chosen transaction for
Final Project
Class
Student Actions
Objective:
3/26
Topics:
Balance Sheet Test
Objective:
4/2
Topics:
LBOs
ESOPs
Restructuring
Solvency analysis
11
Objective:
4/9
Underwriting
PREPARE: Analysis of
Warburg Pincus and emgs: The
IPO Decision (A) (Course
Packet, questions to be posted on
Blackboard)
Legal requirements
Class
Student Actions
12
Objective:
4/16
Topics:
Preferred Stock
Liquidation preference
Pre-money/Post-money
Options theory in private equity
13
4/23
4/30
contains excellent supporting detail that is well integrated into the assignment
has an appropriately large and varied set of research materials, when research
is required
indicates a mature knowledge of, and sensitivity to, the beliefs, attitudes,
values, interests, and needs of the audience or reader
shows the student's ability to use language in an especially effective manner-precise, meaningful, expressive, vivid, memorable, incisive
is above average in its focus and development, but generally lacks distinction
as outstanding
uses language that is generally clear and accurate with few distractions
contains enough information to have some intellectual value, but does not
probe the topic adequately or insightfully
has a main idea that is clear, but poses little challenge to the student or the
audience or reader
has clear and reasonable organization, but is perfunctory, showing little insight
into the subject matter
contains distractions, but not so many that they obscure the sense of what the
speaker or writer is saying
has distracting elements whose frequency and nature seriously detract from
the message or may show clear evidence of inadequate preparation
misses a crucial feature of the assignment, such as meeting the time limit for
speeches, page length for essays, research requirements, type of assignment,
etc.
organization
delivery of message
academic integrity