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The information contained on this page is designed to give students a representative example of material covered in the course. Any information related to course assignments, dates, or course materials is illustrative only. For a definitive list of materials, please check the online catalog 3-4 weeks before the course start date.

BUSAD 528 (Mergers and Acquisitions)

Survey of drivers of success in M&A and develop knowledge and skills in the design and evaluation of M&A transactions.

Prerequisite: ACCTG 512 and BUSAD 526


Overview | Objectives | Materials | Library Resources | Technical Requirements | Course Requirements | Assignments | Grading | Course Schedule | Academic Integrity | Accommodating Disabilities | Additional Policies


Overview

The mission of this course is to survey the drivers of success in mergers and acquisitions (M&A) and develop your skills in the design and evaluation of these transactions.  This course will be in many respects a combination of a survey of mergers and acquisitions, an investment banking product training class for associates, and a case study course. We will focus on the typical type of merger most class participants will be potentially involved with - the acquisition of a modest sized private company by a larger private company, or mid-size public company. At the same time, due to the availability of data, much of the case material relates to larger public-to-public type transactions. We will use these cases to illustrate major points applicable across a range of transactions. 

M&A combines a range of disciplines – finance, accounting, corporate strategy, marketing – that translate an idea into a concrete transaction. We will survey a number of analytic tools; then utilize those into developing your own “pitchbook” exercise.


Course Objectives

After completing this course, you should be able to:

  • Master the language and processes of M&A including the basic knowledge about the language and roles in an M&A process;
  • Identify the critical issues, including the key elements and drivers of value in any transaction;
  • Analyze an M&A transaction (Answering the question: How is valuation, strategy, dilution, financing, and risk management balanced to create value for buyer and seller?);
  • Develop a concept, design a deal, and present a proposal for an M&A transaction; a
  • Determine the most critical information relating to a prospective transaction and make an informed opinion about a proposed deal.

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Required Course Materials

Most World Campus courses require that students purchase materials (e.g., textbooks, specific software, etc.). To learn about how to order materials, please see the Course Materials page. You should check LionPATH approximately 3–4 weeks before the course begins for a list of required materials.

Software: Microsoft Excel will be the software package to be used for this course.

Required Additional Readings and Case Package

The following materials can be purchased from the Harvard Business Review (HBR) website:

  • Baldwin, C. Y. & Quinn, J. W. (2012). The auction for Burger King (A).
  • Fenster, S. R. & Reiferson, P. J. (1994). Transportation Displays, Inc. (A).
  • Lorsch, J. W. & Durante, K. (2012). Carl Icahn and Clorox.

To Access Harvard Business Review Articles: Go to the HBR website and make sure you register so you can access your course readings. (You will need to register, but you do NOT need to subscribe.) You will need to purchase your HBR readings using your credit card. To read PDF articles, make sure you have the Adobe Reader, which can be downloaded for free from Adobe's website at adobe.com. For technical assistance contact Harvard Business School Publishing at 1-800-810-8858.

Your custom course materials published by Harvard Business Review contain required readings that have been carefully selected for this course. If you hope to do well in this course, it is important that you purchase them and always stay on top of your readings.


Library Resources

Many of the University Libraries resources can be utilized from a distance. Through the Libraries website, you can

  • access magazine, journal, and newspaper articles online using library databases;
  • borrow materials and have them delivered to your doorstep—or even your desktop;
  • get research help via email, chat, or phone using the Ask a Librarian service; and
  • much more. 

You must have an active Penn State Access Account to take full advantage of the Libraries' resources and service.  The Off-Campus Users page has additional information about these free services.

Required Library Articles

The following article can be accessed from the Penn State University Library:

  • Crowell Morning. (n.d.). Analysis of Antitrust Concerns Regarding XM/Sirius Merger.

You can access this list by clicking on the Student Resources link in the left menu and then click on the Library Reserves link to access the articles through the library's site. Another access route is to go to the Penn State University Library, click on the Course Reserves tab at the top and search for "BUSAD 528". See below for further information about the library.


Technical Specifications

MFIN Tech Specs

Note: Courses that are designated as running in Canvas have different technical requirements. For those courses, please review the Canvas Technical Requirements for MFIN courses.

MFIN Requirements
Operating System Windows Vista, Windows 7, Windows 8*
Macintosh users may have problems using the specialized software required in some courses.
*Windows 8 support excludes the tablet only RT version
Processor 1 GHz or higher
Memory 2 GB of RAM
Hard Drive Space 500 MB free disk space
Browser We recommend the latest Angel-supported version of Firefox or Internet Explorer. To determine if your browser fits this criteria and for advice on downloading a supported version, please refer to the following ITS knowledgebase article:http://kb.its.psu.edu/cms/article/6
Note: Cookies, Java, and JavaScript must be enabled.
Pop-up blockers should be configured to permit new windows
from Penn State web sites.


Due to nonstandard handling of CSS, JavaScript, and caching, older versions of Internet Explorer (such as IE 6 or earlier) do not work with our courses.
Plug-ins Adobe Reader [Download from Adobe]
Flash Player [Download from Adobe]
Additional Software Microsoft Office 2007 or higher
Internet Connection Broadband (cable or DSL) connection required
Printer Access to graphics-capable printer
DVD-ROM Required
Sound Card, Microphone, and Speakers Required
Monitor Monitor (Capable of at least 1024 x 768 resolution)

To ensure instructional videos play correctly on your computer:

  1. Ensure that your javascript is enabled in your browser. Visit the Enable JavaScript in my browser webpage which will help you through the process of enabling your javascript - https://www.google.com/adsense/support/bin/answer.py?answer=12654.
  2. Ensure that you have at least Flash Player 11.0 installed. Visit the Install Adobe Flash Player webpage which will help you through the process of installing the flash player - http://get.adobe.com/flashplayer/.

If you need technical assistance at any point during the course, please contact the Service Desk.

For registration, advising, disability services, help with materials, exams, general problem solving, visit World Campus Student Services!


Course Requirements

There are a total of fourteen lessons and each lesson will have:

  1. Learning objectives
  2. A road map specifying reading assignment and learning activities
  3. Lecture notes
  4. Problem assignment(s)

As the course material is very complex and quantitative, your study effort should be devoted to learning the lesson material thoroughly, going over the examples step by step, and solving problems assigned. The solutions are provided for you to check your solutions and correct any mistakes. It is not advisable for you to look at the solutions first without attempting to solve the problems on your own.


Assignments

All assignment types are completed individually.

Homework Exercises

There are homework exercises assigned every week, which are required to be completed as individual work. Please check the course schedule to see when the homework exercises are due. You need to complete these assignments either using Excel or Word.

Note: In some instances there are additional ungraded exercises that have been created for you in order for you to practice the skills you learned within the lesson content, your readings, and other resources. Although you are not required to turn in these exercises, you are welcome to if desired as this will assist you in learning the materials.

It is very important that you complete and submit all the homework exercises in order to master the materials, keep up with the course progress, and do well in the course. In cases where there is a short essay required, no more than a paragraph is required (3-4 sentences are required to receive full credit). 

Final Exam

There will be a final exam to be completed online as individual work.

The final exam will include content that was covered throughout the course. There will be multiple-choice questions, true/false, and short answer questions. Please be direct and succinct in your answers, limiting the short answer questions to the number of answers required, and 2-3 sentences where appropriate. Thoughtful answers that may differ from or add to the material covered in the course will be accepted if relevant and appropriate. 

You may use your lecture notes, the textbook, or other resources while taking the exam. However, during the examination period, communication with other people concerning the subject matter of the exam is prohibited.

Note: You will only be able to access the Final Exam on the date(s) specified within the course schedule.

Final Case Analysis

There is one in-depth individual-based case analysis that is due at the end of the course (please check the course schedule for the due date). The information for the Acquisition Case Study Analysis can be found in Lesson 13 of the course. All students will review the case study, The Acquisition of GPX Corporation by Energy Training Partners, Inc. The case study will be divided into two parts. The first part will focus on the perspectives of the buyer, Energy Trading Partners, Inc. (ETP). The second part will focus on the perspectives of the seller and targeted company, GP Strategies Corporation (GPX). Students will then analyze the case and answer a series of questions.

You will be provided with questions that will serve as a basis for your analysis. These questions are designed to provoke thought regarding the issues raised in the case. With case analysis, you are often put in the position of a decision maker or someone who recommends courses of action with respect to specific investment or financial decisions. In doing so, you learn to think about the issues at hand, not just about the techniques. Note: Please use the following naming convention when submitting your file (e.g., Final_Case_Workbook_Lastname_Firstname.xls).

The purpose of this analysis is to help you gain further understanding of the knowledge learned in this class by analyzing real world problem(s).

Discussion Forum Participation

Students will be asked to participate in two online discussions (one graded discussion and one ungraded discussion). Please refer to the course schedule to view the due dates for each of the discussion forums. Students will be asked to participate in ongoing online activities and discussions. The following criteria will be used to evaluate student participation.

"F" level participation indicates that the student that does not log onto the discussion and makes minimal or no contributions to the discussion forums.  

 "B" level participation means that the student regularly logs onto the course and makes modest contributions to the discussion forums. 

"A" level participation requires consistent and substantive contributions to the course discussion forums. A substantive post includes at least one of the following qualities: incorporates course concepts, stimulates class discussion, and/or specifically addresses issues raised in other posts.  


Grading

Your performance in this course will be based on the following:

Grading Table
Assignment Nature of Work Max Score (points) Source
Homework Exercises Individual 108 Lessons 1 through 12 (18 total)
Final Case Analysis Individual 33 Lesson 13
Final Exam Individual 53 Lesson 14
Discussion Forum Participation
(1 Discussion; worth 6 pts)
Individual 6 Lesson 3
Total Course Score   200  
Grading Scale
Letter Grade Percentage
A 95 and above
A- 90-94
B+ 86-89
B 81-85
B- 76-80
C+ 71-75
C 66-70
C- 61-65
D 56-60
F Less than 56

Please refer to the University Grading Policy for Graduate Courses for additional information about University grading policies.

Late Policy

Late assignments, discussion participation, and exams will be accepted ONLY if the instructor is notified 24 hours (at the latest) prior to the due date of a special circumstance that cannot be avoided. Please document and provide reason for this unavoidable specific circumstance. Students will receive a zero for late work without an acceptable reason.


 

Note: All due dates reflect North American eastern time (ET).

Course Schedule

BUSAD 528 Course Schedule

The schedule below outlines the associated timeframes and assignments that we will be covering in this course. Note that assignments are due based on the North American Eastern Time zone (ET). This ensures that all students have the same deadlines regardless of where they live.

  • Course length: 7 weeks

Each assignment is identified as individual (I), team (T), graded (G), or ungraded (U).

Week 1
Week 1 Topics:Lesson 1: Key Principals of Corporate Finance
Lesson 2: Introduction to Mergers and Acquisitions
Readings:

 

Textbook

  • Read the assigned textbook reading.
Videos:
  • View Lesson 1 instructional videos found within the lesson content. (Total time: 00:31:18)
  • View Lesson 2 instructional videos found within the lesson content. (Total time: 00:06:32)
Assignments:
  • Complete Lesson 1 Accretion/Dilution Analysis Exercise (I, G)
  • Complete Lesson 1 SWOT Analysis of Best Buy Exercise (I, U)
  • Complete Lesson 2 AOL Time Warner Case Study Exercise (I, G)
  • Complete Lesson 2 SARI Discussion Forum (I, U):
    (Even though this assignment is not graded, the submission of this discussion is mandatory for final grade release.)

All assignments are due by 3:00 AM Eastern Time (ET) on Monday unless noted otherwise.

Week 2
Week 2 Topics:Lesson 3: Buyside Mergers and Acquisitions
Lesson 4: Sellside Mergers and Acquisitions Part 1
Readings:

 

Textbook

  • Read the assigned textbook reading.

Harvard Business Review*

  • Baldwin, C. Y. & Quinn, J. W. (2012). The auction for Burger King (A).

*Note: Please see the course syllabus for instructions on how to access and view Harvard Business Review articles and cases.

Videos:
  • View Lesson 3 instructional videos found within the lesson content. (Total time: 00:16:24)
  • View Lesson 4 instructional videos found within the lesson content. (Total time: 00:23:39)
Assignments:
  • Complete Lesson 3 Developing Prospective Acquisition Criteria Exercise (I, U)
  • Complete Lesson 3 Debt Capacity Model Exercise (I, G)
  • Complete Lesson 3 Tyco Case Study Discussion (I, G)
  • Complete Lesson 4 Acquisition of Burger King Case Study Exercise (I, G)

All assignments are due by 3:00 AM Eastern Time (ET) on Monday unless noted otherwise.

Week 3
Week 3 Topics:Lesson 5: Due Diligence and Deal Financing
Lesson 6: Valuation in Mergers and Acquisitions Part 1
Readings:

 

Textbook

  • Read the assigned textbook reading.
Videos:
  • View Lesson 5 instructional videos found within the lesson content. (Total time: 00:43:38)
  • View Lesson 6 instructional videos found within the lesson content. (Total time: 00:17:52)
Assignments:
  • Complete Lesson 5 REVCO Leveraged Buyout Case Study Exercise (I, G)
  • Complete Lesson 5 Deal Financing Analysis Exercise (I, G)
  • Complete Lesson 6 Comparable Company Analysis Exercise (I, G)
  • Complete Lesson 6 Acquisition of Columbia Pictures Case Study Exercise (I, G)

All assignments are due by 3:00 AM Eastern Time (ET) on Monday unless noted otherwise.

Week 4
Week 4 Topics:Lesson 7: Valuation in Mergers and Acquisitions Part 2
Lesson 8: Leveraged Buyout and Liquidation Analysis
Readings:

 

Textbook

  • Read the assigned textbook reading.
Videos:
  • View Lesson 7 instructional videos found within the lesson content. (Total time: 00:18:41)
  • View Lesson 8 instructional videos found within the lesson content. (Total time: 00:35:38)
Assignments:
  • Complete Lesson 7 DCF Share Valuation Exercise (I, G)
  • Complete Lesson 7 Acquisition of NCR by AT&T Corporation Exercise (I, G)
  • Complete Lesson 8 Leveraged Buyout Analysis Exercise (I, G)
  • Complete Lesson 8 Liquidation Analysis Exercise (I, G)

Mid-Course Survey (I, U)

The Mid-Course Survey is an anonymous ungraded activity. (I, U)

All assignments are due by 3:00 AM Eastern Time (ET) on Monday unless noted otherwise.

Week 5
Week 5 Topics:Lesson 9: Deal Design and Consideration
Lesson 10: Deal Structure and Tax Consideration
Readings:

 

Textbook

  • Read the assigned textbook reading.

Library Reserves

  • Read Crowell Morning. (n.d.). Analysis of Antitrust Concerns Regarding XM/Sirius Merger.*
*Note: This article can be accessed through the library's electronic reserves system. To access the course reserves, please choose the Student Resources link in the main menu, and then click on Library Reserves. Another access route is to go to the University Libraries home page, click on the Course Reserves tab at the top, and search for "BUSAD 528."
Videos:
  • View Lesson 9 instructional videos found within the lesson content. (Total time: 00:12:06)
  • View Lesson 10 instructional videos found within the lesson content. (Total time: 00:26:49)
Assignments:
  • Complete Lesson 9 Form of Consideration in an M&T Transaction Case Study Discussion (I, U)
  • Complete Lesson 9 Working Capital Analysis Exercise (I, G)
  • Complete Lesson 10 Tax Calculation Analysis Exercise (I, G)
  • Complete Lesson 10 Crowell Morning Analysis of Antitrust Concerns Regarding the XM/Sirius Merger Exercise (I, G)

All assignments are due by 3:00 AM Eastern Time (ET) on Monday unless noted otherwise.

Week 6
Week 6 Topics:Lesson 11: Go Private Transactions and Corporate Restructuring
Lesson 12: Hostile Takeovers
Readings:

 

Harvard Business Review*

  • Fenster, S. R. & Reiferson, P. J. (1994). Transportation Displays, Inc. (A).
  • Lorsch, J. W. & Durante, K. (2012). Carl Icahn and Clorox.

*Note: Please see the course syllabus for instructions on how to access and view Harvard Business Review articles and cases.

Videos:
  • View Lesson 11 instructional videos found within the lesson content. (Total time: 00:06:26)
  • View Lesson 12 instructional videos found within the lesson content. (Total time: 00:07:02)
Assignments:
  • Complete Lesson 11 Go Private Analysis Exercise (I, G)
  • Complete Lesson 11 TDI Case Study Exercise (I, G)
  • Complete Lesson 12 Icahn-Clorox Case Study Exercise (I, G)

All assignments are due by 3:00 AM Eastern Time (ET) on Monday unless noted otherwise.

Week 7
Week 7 Topics:Lesson 13: Acquisition Case Study Analysis
Lesson 14: Final Exam
Readings:
  • Read the online instructor content for this week.
Videos:
  • There are no instructional videos for this lesson.
Assignments:
  • Complete Lesson 13 Acquisition Case Study Analysis Exercise (I, G)
  • Complete Lesson 14 Final Exam (I, G)

All assignments are due by 3:00 AM Eastern Time (ET) on Monday unless noted otherwise.

 


Academic Integrity

According to Penn State policy G-9: Academic Integrity , an academic integrity violation is “an intentional, unintentional, or attempted violation of course or assessment policies to gain an academic advantage or to advantage or disadvantage another student academically.” Unless your instructor tells you otherwise, you must complete all course work entirely on your own, using only sources that have been permitted by your instructor, and you may not assist other students with papers, quizzes, exams, or other assessments. If your instructor allows you to use ideas, images, or word phrases created by another person (e.g., from Course Hero or Chegg) or by generative technology, such as ChatGPT, you must identify their source. You may not submit false or fabricated information, use the same academic work for credit in multiple courses, or share instructional content. Students with questions about academic integrity should ask their instructor before submitting work.

Students facing allegations of academic misconduct may not drop/withdraw from the affected course unless they are cleared of wrongdoing (see G-9: Academic Integrity ). Attempted drops will be prevented or reversed, and students will be expected to complete course work and meet course deadlines. Students who are found responsible for academic integrity violations face academic outcomes, which can be severe, and put themselves at jeopardy for other outcomes which may include ineligibility for Dean’s List, pass/fail elections, and grade forgiveness. Students may also face consequences from their home/major program and/or The Schreyer Honors College.

How Academic Integrity Violations Are Handled
World Campus students are expected to act with civility and personal integrity; respect other students' dignity, rights, and property; and help create and maintain an environment in which all can succeed through the fruits of their own efforts. An environment of academic integrity is requisite to respect for oneself and others, as well as a civil community.

In cases where academic integrity is questioned, the Policy on Academic Integrity indicates that procedure requires an instructor to inform the student of the allegation. Procedures allow a student to accept or contest a charge. If a student chooses to contest a charge, the case will then be managed by the respective college or campus Academic Integrity Committee. If that committee recommends an administrative sanction (Formal Warning, Conduct Probation, Suspension, Expulsion), the claim will be referred to the Office of Student Accountability and Conflict Response.

All Penn State colleges abide by this Penn State policy, but review procedures may vary by college when academic dishonesty is suspected. Information about Penn State's academic integrity policy and college review procedures is included in the information that students receive upon enrolling in a course. To obtain that information in advance of enrolling in a course, please contact us by going to the Contacts & Help page .


Accommodating Disabilities

Penn State welcomes students with disabilities into the University's educational programs. Every Penn State campus has resources for students with disabilities. The Student Disability Resources (SDR) website provides contacts for disability services at every Penn State campus. For further information, please visit the SDR website.

In order to apply for reasonable accommodations, you must contact the appropriate disability resources office at the campus where you are officially enrolled, participate in an intake interview, and provide documentation based on the documentation guidelines. If the documentation supports your request for reasonable accommodations, your campus's disability resources office will provide you with an accommodation letter. Please share this letter with your instructors and discuss the accommodations with them as early in your courses as possible. You must follow this process for every semester that you request accommodations.


Additional Policies

For information about additional policies regarding Penn State Access Accounts; credit by examination; course tuition, fees, and refund schedules; and drops and withdrawals, please see the World Campus Student Center website.

Veterans and currently serving military personnel and/or dependents with unique circumstances (e.g., upcoming deployments, drill/duty requirements, VA appointments, etc.) are welcome and encouraged to communicate these, in advance if possible, to the instructor in the case that special arrangements need to be made.


Disclaimer: Please note that the specifics of this Course Syllabus are subject to change, and you will be responsible for abiding by any such changes. Your instructor will notify you of any changes.


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