Mergers, Acquisitions and Restructuring of a Firm
- The purpose of the course is to study the basic theoretical and applied aspects of mergers and acquisitions (M&As) and corporate restructuring.
- Be able to define the motives and mechanisms for the implementation of mergers and acquisitions
- Be able to analyze various operating and financial factors and indicators affecting M&A strategy of a company
- Be able to determine the feasibility of specific M&A transaction based on the results of the company valuation
- Be able to understand the fundamentals of legal, tax and accounting aspects of M&A transactions
- Be able to understand financing transactions (private equity, hedge funds, and LBO structures and valuation)
- Be able to analyze various ways of restructuring of a company to assess their applicability in a specific situation
- Topic 1. Growth through strategic deals, theoretical aspectsMain trends and tendencies on the market for corporate control in developed and emerging capital markets. Motives for M&A deals in new economic conditions. Performance of M&As for targets and acquirers.
- Topic 2. M&A Deal structureTransaction structure. Transaction materials. Due diligence. Negotiation process. Financing mechanisms. Deal structuring.
- Topic 3. Deal valuationDCF method: specifics of FCFs and cost of capital estimation. Valuation of companies, using multiples. Accounting aspects. Value drivers. Information sources. Valuation of business and assets after M&A deal. Purchase price allocation.
- Topic 4. Financing TransactionsHow to choose LBO candidate? The performance of LBO deals. Common forms of LBO deal structures. LBO Valuation and Structuring Model.
- Topic 5. Cross-Border M&AsThe recent statistics and trends of the deals with international investors in Russia and current trends. Specifics of deals with international investors: what to pay attention at, while preparing and executing. What makes companies attractive for global players.
- Topic 6. Peculiarities of deals with private equity fundsThe recent statistics of the deals with PE funds in the Russian mid-market. Most active sectors. The deal process: sell-side and buy-side.
- Topic 7. Financial restructuringMacro overview and corporate-level restructuring. Debt and equity restructuring. Triggers for restructuring. Liquidity planning. Financial covenants. Decision on restructuring scenarios. Modelling and financial / accounting aspects. Structuring of mortgages and legal issues in restructuring.
- 2 home assignments in teams for part “Theoretical and practical aspects of M&A and LBO deals"
- 1 home assignment in teams for part “Challenges of cross-border M&As"
- 1 home assignment in teams for part “Reorganization and restructuring of companies"
- Interim assessment (2 module)0.25 * 1 home assignment in teams for part “Challenges of cross-border M&As" + 0.25 * 1 home assignment in teams for part “Reorganization and restructuring of companies" + 0.5 * 2 home assignments in teams for part “Theoretical and practical aspects of M&A and LBO deals"
- DePamphilis, D. (2015). Mergers, Acquisitions, and Other Restructuring Activities. Elsevier. Retrieved from http://search.ebscohost.com/login.aspx?direct=true&site=eds-live&db=edsrep&AN=edsrep.b.eee.monogr.9780128013908
- Gaughan P., Mergers, Acquisitions and Corporate Restructuring, 6th edition, John Wiley&Sons, 2015
- H. Kent Baker. (2011). The Art of Capital Restructuring : Creating Shareholder Value Through Mergers and Acquisitions. [N.p.]: Wiley. Retrieved from http://search.ebscohost.com/login.aspx?direct=true&site=eds-live&db=edsebk&AN=391383