Master
2024/2025
Mergers, Acquisitions and Restructuring of a Firm
Type:
Elective course (Strategic Corporate Finance)
Area of studies:
Finance and Credit
Delivered by:
School of Finance
Where:
Faculty of Economic Sciences
When:
2 year, 1, 2 module
Mode of studies:
offline
Open to:
students of one campus
Master’s programme:
Strategic Corporate Finance
Language:
English
ECTS credits:
6
Course Syllabus
Abstract
The purpose of the course "Mergers, acquisitions and restructuring" is to study applied aspects of mergers and acquisitions (M&As) and corporate restructuring with emphasis on financial restructuring.The course examines the role of M&As in corporate growth, key motives and drivers of M&As, M&A performance, M&A transactions implementation mechanisms, strategic growth and development of the company in the context of M&As, methods of M&A deals structuring, legal, tax and accounting aspects of M&A transactions, and specificities of corporate valuation for M&A purposes. A special attention is paid to special features of cross-border mergers and acquisitions, alternatives to M&As, restructuring decisions and mechanisms. In the second part of the course emphasis on direct finance and financial restructuring is made. The course is based on the standard international textbooks on M&A deals and financial restructuring, research papers and business cases. Applied aspects of the course are based on recent actual M&A transactions on global and Russian markets. The course consists of lectures along with seminars with lecturers from School of Finance and FBK. The course consists of three logical parts: “Theoretical and practical aspects of M&A deals and M&A performance” (Topics 1-2), “M&A structure. Corporate valuation for M&A purposes” (Topics 3-4), “Valuation of business and assets after M&A deal. Reorganization and restructuring of companies” (Topics 5-7).
Learning Objectives
- The objective of the course is to provide students with abilities to: • define the motives and mechanisms for the implementation of mergers and acquisitions; • analyze various operating and financial factors and indicators affecting M&A strategy of a company; • understand why M&A performance differ in various markets; • determine the feasibility of specific M&A transaction based on the results of the company valuation; • understand the fundamentals of legal, tax and accounting aspects of M&A transactions; • understand specificities of corporate valuation for M&A purposes; • analyze various ways of restructuring of a company to assess their applicability in a specific situation; • understand the process of financial restructuring. Define major peculiarities of project finance and other approaches to financing, bank requirements to presentation of information in business plans and financial models, describe issues and approaches to financial restructuring in case of financial distressed companies. This discipline belongs to the special block of compulsory subjects of “Strategic Corporate Finance” Masters Program. Prerequisites. The course requires knowledge of following disciplines: • "Microeconomics - 2" • "Corporate Finance - 2" • "The theory of money and credit" • "Company Valuation" • "Behavioral Finance"
Expected Learning Outcomes
- Understand key differences between inorganic and organic growth strategies
- Understand key methodologies to assess M&A performance
- Understand key specificities of M&A deal stages and types of M&A buyers
- Understand specificities of financial modelling for M&A purposes Learn key types of financial models for M&A purposes Understand how to value synergies
- Understand key types of M&As and alternatives to M&As
- Understand key reasons why M&A performance differ in developed and emerging capital markets
- Understand key motives of M&As in developed and emerging capital markets
- Analyze challenges of the Russian M&A market
- Understand M&A process and its key players
- Learn essentials of communicating with investors
- Learn how to develop a proper M&A deal structure
- Understand specificities of due diligence
- Understand financing mechanisms
- Learn how to structure a deal
- Learn key motives and drivers of M&As
- Understand differences between domestic and cross-border M&As
- Understand how to value business and assets after an M&A deal is completed
- Understand how to allocate a purchase price
- Understand major participants in Project Finance
- Learn requirements to business plan and financial model
- Understand macro overview and corporate-level restructuring
- Understand debt and equity restructuring, triggers for restructuring
- Learn specificities of liquidity planning and financial covenants
- Understand specificities of restructuring scenarios, how to model them including financial / accounting aspects
- Learn how mortgages are structured, understand legal issues in restructuring
Course Contents
- Growth through M&A: strategic multidisciplinary approach. What is the role of M&As to make a firm successful?
- Do M&As create value? Acquirer perspective
- Deal structure and stages of M&A deal
- Specificities of corporate valuation for M&A purposes
- Valuation of business and assets after M&A deal. Purchase price allocation.
- Project Finance and Financial restructuring
Bibliography
Recommended Core Bibliography
- 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. A. (2017). Mergers, Acquisitions, and Corporate Restructurings (Vol. Seventh edition). Hoboken: Wiley. Retrieved from http://search.ebscohost.com/login.aspx?direct=true&site=eds-live&db=edsebk&AN=1640634
- 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
- Mergers, acquisitions, and corporate restructurings, Gaughan, P. A., 2007
- The essence of mergers and acquisitions, Sudarsanam, P. S., 1995
Recommended Additional Bibliography
- DePamphilis, D. M. (2012). Mergers, Acquisitions, and Other Restructuring Activities : An Integrated Approach to Process, Tools, Cases, and Solutions (Vol. 6th ed). San Diego, CA: Academic Press. Retrieved from http://search.ebscohost.com/login.aspx?direct=true&site=eds-live&db=edsebk&AN=387257