NEW ECONOMIC SCHOOL
MASTERS IN FINANCE
Mergers, Acquisitions, and Other Corporate Restructuring
Prof. Sergey Sanzhar E-mail: email@example.com
Kenan-Flagler Business School Phone: TBD
University of North Carolina Office hours: flexible
1. Course Description and Objective
This is an applied elective that will examine mergers, acquisitions and other restructuring
that corporations frequently engage in. We will analyze friendly and hostile mergers and
acquisition, takeover defenses, leveraged buy-outs (LBO) and management buy-outs
(MBO) (private equity will be discussed here as well), and reorganizations in financial
distress situations through private workouts and bankruptcy. The course is a mixture of
lectures, 4 case studies and 2 guest speakers (provisional). Lectures will cover
fundamental principles and strategies that drive corporate restructuring activities, while
cases will focus on the mechanics of transactions and valuation of companies undergoing
the restructuring, i.e. whether the restructuring makes sense. Emphasis will be put on
linking conceptual tools and institutional environment to real business decisions.
2. Class Schedule
Part I: Nov 13, Nov 15, and Nov 20
Part II: Dec 11, Dec 13, Dec 18, and Dec 20
3. Course Material
There is no required textbook for this course. All the required material, including lecture
notes, necessary chapters from the several books on M&A, cases and additional readings
(e.g. from practitioner’s journals) will be distributed in class. If you would like further
information on a specific topic just let me know.
A good book on M&A is Gaughan, Patrick A., 2007, Mergers, Acquisitions, and Corporate
Restructuring, Wiley, 4th Edition.
Your grade will be based on your class participation, a problem set and a quiz, 4 group
case assignments, and the final take-home exam (case). The weights are given below:
Class Participation 10%
Problem set + quiz 5%
4 Cases 60%
Final Take-home Exam (Case) 25%
Request for re-grading must be in written form (e-mail) with a clear explanation of your
reasons. I will re-grade the entire assignment. As a result the grade may go up or down.
Your class participation is critical. You are expected to prepare all cases, come to class,
and join in discussions during lectures, case studies and with guest speakers.
The exam is a take-home individual case assignment.
Final Case is due: TBD
You must work in groups of three or four students for the case write-ups. Please select
your groups now. Each group should submit one report with the names of group members
on the first page. Case write-ups should be strictly no more than three pages in length
with tables and figures put in appendix (no more than 4 additional pages). Be clear and
explicit about your assumptions and calculations.
Presenting your work well (e.g. a sales pitch to a potential merger client or results of your
analysis to your boss) is almost as important as the quality of your analysis. Therefore,
each group should be prepared to present the results of the case in class for 5-10 minutes.
I will call on 1 or 2 groups to present and will not announce in advance who has to
present. Each member of the group should be prepared for the presentation.
All readings must be done before the class in which they are listed. Lectures will provide
basic frameworks, while readings will expand on them and will be instrumental for the
successful solution of the cases.
5. Academic Integrity
Case write-ups must be your own original work. You may not use solutions prepared by
other people. In your case write-ups you may, however, use some types of information
from outside sources. If you use information from outside sources in your case write-up,
you must properly cite those sources. Please note that you are allowed to discuss the case
studies with other students, including students in other case groups. The case write-ups
that you hand in, however, must only reflect your own original work. The final exam
write up should only be individual and you are not allowed to discuss it with anybody.
I hope this is the only time we have to talk about it.
6. Course Outline (subject to change)
Session 1 (Nov 13)
a) Lecture: Introduction, M&A 1 – Overview, Strategy
b) Lecture: M&A 2 – Sources of value creation, Evidence on performance
Session 2 (Nov 15)
a) Lecture: M&A 3 – Execution, Hostile takeovers, Takeover defenses
b) Lecture: M&A 4 – Valuation in M&A
Session 3 (Nov 20)
a) Case: Acquisition of Consolidated Rail (A and B)
b) Guest Speaker: TBD
Session 4 (Dec 11)
a) Lecture: Leveraged Buyouts and Private Equity 1
b) Guest Speaker: TBD
Problem set due, quiz on M&A at the beginning of class
Session 5 (Dec 13)
a) Lecture: Leveraged Buyouts and Private Equity 2
b) Case: RJR Nabisco
Session 6 (Dec 18)
a) Lecture: Financial Distress and Bankruptcy 1
b) Case: Bankruptcy and Restructuring at Marvel Entertainment Group
Session 7 (Dec 20)
a) Lecture: Financial Distress and Bankruptcy 2
b) Case: Flagstar Companies, Inc.
Final Exam due: TBD