Finance of Mergers and Acquisitions: Designing an M&A Deal

Overview

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This course focuses on the theory and practice of mergers and acquisitions (M&A), with a focus on the Finance. The Finance of M&A uses tools from different areas of Finance to help managers and investment bankers design successful M&A deals. In particular, we will learn to value and price M&A deals and how to choose the optimal financing mix for an M&A deal. The course focuses on all the major types of M&A deals including strategic M&A, private equity leveraged buyouts (LBOs), and restructuring deals such spinoffs and asset transfers. The course will benefit any student who desires to increase their ability to understand and execute M&A deals, including (but not limited to), entrepreneurs, consultants, bankers, investors, analysts, corporate managers, marketers, strategists, and deal-makers of all types. The course will also deepen students’ understanding of financial modeling and capital structure, both in theory and practice.

Syllabus

Course Orientation and Module 1: Designing an M&A Deal: Accounting, Taxation, and Means of Payment

You will learn the basic accounting and taxation principles of M&A deals, and how accounting and taxation choices interact and potential implications for M&A financing decisions. This module will also discuss the key trade-offs that acquirers and targets face when deciding between cash and stock deals, including taxes, valuation issues and uncertainty about synergies.

Module 2: Financing M&A Deals

M&A deals can cause significant changes in corporate leverage. In this module you will learn how leverage affects company value both in theory and in practice. You will also learn how to choose the optimal financing mix in an M&A deal, using the trade-off model of capital structure and other state-of-the art tools including credit ratings and debt structure.

Module 3: Private Equity and Leveraged Buyouts

Private equity deals have become an essential component of the M&A market and studying private equity deals is an excellent learning tool for an M&A practitioner. You will learn the Finance issues that are essential to private equity deals including highly leveraged valuation, complex financing structures, and the key sources of value creation. You will also learn the complete modeling of a leverage buyout (LBO), including valuation, financing, exit plans and calculation of IRR (internal rates of return).

Module 4: Corporate Restructuring: Divestiture and Spin-offs

Companies create value not only by buying assets but also by selling assets and downsizing. You will learn how and why companies can create value by breaking up. This module will also discuss the specifics of divestitures and spin-offs, including tax implications and the benefits of corporate focus.