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Mergers, Acquisitions and Corporate Restructuring

Syllabus

Lectures

  • Introduction to M&A and IB services
    • Relevance of M&A in companies life cycle and corporate strategy
    • Merger waves
    • Recent trends on global M&A
    • League tables
    • Key IB roles and players, different departments inside an IB
  • Types of acquisitions/takeovers and motivation for M&A
    • Types of takeovers
    • Motivations for M&A
    • Strategic frameworks
    • Discussion on recent M&A deals
  • Strategic approach to M&A and key competitive analysis frameworks
    • Competitive intelligence and analysis
    • Frameworks on market/competitive analysis, growth and integration
    • Horizontal and vertical integration
  • M&A Process: sell-side and buy-side activities
    • Intelligence, process and activities
    • Target selection and potential purchasers
    • Teaser and information memorandum
    • Due-diligence and investment decision
    • Deal structuring and negotiation
    • Term-sheet/SPA
    • Advisers and banks in M&A deals
  • Strategic alliances as an alternative to M&A
    • Selected short cases and examples
    • Domestic vs. cross-border M&A
  • Strategic vs. financial investors
    • Introduction to VC and PE
  • Target valuation and LBOs
    • Operating free cash flow projections for DCF valuation
    • Introduction to other methods in a PE setting
    • Leverage buyouts
  • Traditional vs. distressed M&A
    • Acquisition financing
    • Introduction to turnaround and distressed investment
    • Types of distressed and turnaround investors
  • The investor perspective
    • Structured finance
    • Bank financing
    • Alternative finance
  • Corporate Restructuring
    • Restructuring strategies and investments
    • Activities and process

Case studies

  • M&A Process: legal DD, deal structuring, negotiation and agreements
  • HVP VC investment: DCF, multiples and VC method valuation, negotiation, exit, refinancing
  • B&B ltalia: acquisition case, private equity investment case (application of strategic frameworks), acquisition structure financing
  • Organic growth vs. acquisition: business development in the pharma industry
  • Favini Group: turnaround, distressed investment, debt restructuring.
  • Buying & Selling the Troubled Company: class discussion

Exam

7 ECTS

Mode

  • 20% group project (5 people max): elaborate and support a recommended solution/option/course of action with refer to the professor-given case/situation by making the best use of frameworks and valuation techniques learned in class. Professor is an investor and we need to convince him of pursuing the deal we are proposing.
  • 80% exam
    • topics:
      • theory
      • study cases
    • modes:
      • multiple choice
      • true/false
      • open questions
Authors: Giacomo