Corporate Restructuring (CF30015)

General information

Type:	OP	Curs:	1	Period:	S semester
ECTS Credits:	3 ECTS

Teaching Staff:

Group	Teacher	Department	Language
	Panayiotis Andreou	Economía, Finanzas y Contabilidad	ENG

Requirements:
Previous knowledge in corporate finance and valuation is required. Please notice that this is not an introduction to valuation.

Course Contents

Sessions 1-2: Mergers and Acquisitions

We will start with the topic of mergers and acquisitions (M&A) in terms of their possible goals, valuation, execution, and performance. The day will also serve as a refresher on financial policy frameworks and valuation techniques.

Case study: Penrose

Sessions 3-4: Leveraged Buyouts

Next we will discuss leveraged buyouts (LBOs) and management buyouts (MBOs) again in terms of their possible rationales, specific valuation methods, execution, and performance. We will start with a case set from the viewpoint of a MBO target before going through a step-by-step projection and valuation exercise from the viewpoint of the acquirer in a LBO.

Case study: Bain Capital's "Take Private? of China Fire

Case study: Apex Capital: The Nova LBO

Sessions 5: Leveraged Recapitalization

The day will be dedicated to transactions involving a substantial restructuring of the liability side of a company's balance sheet. We will begin with a discussion of leveraged recapitalizations, whereby a company increases its indebtedness by issuing a large amount of debt and using the proceeds for repurchasing its own shares.

Case study: UST's Leveraged Recapitalization (HBS)

Sessions 6: Distressed Restructuring

We will discuss the case of a company in financial distress following a period of extremely fast growth through acquisitions and discuss how and why it got into financial distress and its options for resolving the situation.

Case study: Loewen (HBS)

Sessions 7-8: Conglomerates

In this session we will look at specific issues related to the valuation of conglomerates that consist of firms operating in different industries.

Case study: USX (CASENET)

Case study: Bouygues

Sessions 9-10: Initial Public Offerings (IPO) and Spinoffs

Last, we will focus on a company's decision to undertake an initial public offering (IPO), the process of "going public?, including the structuring and pricing of the offering. Time permitting, we will conclude with a discussion of spin-off, carve-outs and other transactions in which a multi-business company separates fully or partially from a business unit.

Case study: Prada's Hong Kong IPO (INSEAD)

Upon completing this course students should be able to understand
- the need and scope of corporate restructuring
- the various modes of restructuring (M&A, Spin-offs, LBOs, IPOs, Distressed Restructurings, Leveraged Recapitalization)
- the planning and execution of various restructuring strategies
- the feasibility and trade-offs employed in the different forms of restructuring
- the appropriateness of the different valuation models used in restructurings

DONALD DEPAMPHILIS: MERGERS, ACQUISITIONS AND OTHER RESTRUCTURING ACTIVITIES (ACADEMIC PRESS, 2ND ED.)

- OTHER RECOMMENDED BOOKS:
- PATRICK GAUGHAN, MERGERS, ACQUISITIONS AND CORPORATE RESTRUCTURINGS (3RD ED, WILEY)
- STUART GILSON, CREATING VALUE THROUGH CORPORATE RESTRUCTURING (WILEY FINANCE)
- FRED WESTON AND SAMUEL WEAVER, MERGERS AND ACQUISITIONS (MC GRAW-HILL)
- FRED WESTON, KWANG CHUNG, JUAN SIU, TAKEOVERS, RESTRUCTURING, & CORPORATE GOVERNANCE (2ND ED., PRENTICE-HALL)

LINKS TO CASES FROM HBS, INSEAD AND HEC WILL BE PROVIDED IN DUE COURSE

Group	Teacher	Department
	Panayiotis Andreou	Economía, Finanzas y Contabilidad