&

PROGRAM CURRICULUM

M&A @
COLUMBIA
BUSINESS
SCHOOL
EXECUTIVE ONLINE CERTIFICATE

APR 20, 2020 - JUN 14, 2020

PROGRAM
CURRICULUM

WEEK 1: INTRODUCTION TO M&A

• WHAT IS M&A?

• WILL AN M&A TRANSACTION ADD VALUE?

• WHAT IS THE TARGET WORTH?

• WHAT ROLE DOES VALUATION PLAY IN THE M&A

PROCESS?

• WHAT DOES THE M&A PROCESS LOOK LIKE?

• HOW CAN THE LIKELIHOOD OF SUCCESS OF AN

M&A TRANSACTION BE IMPROVED?

WEEK 2: STRATEGIC & PRACTICAL

CONSIDERATIONS

• SETTING THE STAGE FOR THE DEAL

• IDENTIFYING STRATEGIC ALTERNATIVES

• SCREENING FOR CANDIDATES

• VALUATION, SYNERGY AND PRO-FORMA

ANALYSIS

• INTERLOPER ANALYSIS

• FORMS OF CONSIDERATION

• TACTICAL APPROACH ISSUES AND PLAN B

PROGRAM
CURRICULUM
WEEK 3: VALUATION

• DETERMINING WHETHER THE TRANSACTION WILL ADD VALUE TO

THE BIDDER

• PREMIA PAID ANALYSIS

• PROJECTING SYNERGIES AND RECOUPING PREMIUM PAID

• THE PERPETUITY MODEL

• THE DCF MODEL

• COMPARABLE COMPANY ANALYSIS

• COMPARABLE ACQUISITION ANALYSIS

• REALITY BENCHMARKING

• TAX CONSIDERATIONS AND NOLS

• STOCK VS. CASH TRANSACTIONS

WEEK 4: DEAL MATH

• MERGER CONSEQUENCES ANALYSIS

• HISTORICAL TRADING ANALYSIS

• PRESENT VALUE OF FUTURE STOCK PRICES

• LEVERAGE RECAPITALIZATION ANALYSIS

• CALCULATING FULLY DILUTED SHARES OUTSTANDING

• EXCHANGE RATIOS

• CONTRIBUTION ANALYSIS

• DILUTIVE VERSUS ACCRETIVE DEALS AND IMPACT TO STOCK PRICE

• MERGER CONSEQUENCES AND SYNERGIES NEEDED TO CURE DILUTION

• REAL-WORLD CASE STUDY: PETCO

PROGRAM
CURRICULUM

WEEK 5: DUE DILIGENCE

• CONFIDENTIALITY AGREEMENT

• LETTER OF INTENT (LOI)

• LIABILITY EXPOSURE

• DETERMINING MATERIALITY

• NON-SOLICITATION AGREEMENTS

• STANDSTILL AGREEMENTS

• FINANCIAL, LEGAL AND OPERATIONS

CONSIDERATIONS

• SUBSIDIARY ANALYSIS

• EARNOUTS

• BREAK-UP FEES
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WEEK 6: MERGER AGREEMENTS & SELL-

SIDE ALTERNATIVES

• DEAL DOCUMENTATION

• SHAREHOLDER AND REGULATORY APPROVALS

• PAPERING THE DEAL

• INTEGRATION CLAUSES

• SILENT CONTRACTS

• MERGER AGREEMENTS VS. SPECIAL PURCHASE

AGREEMENTS (SPAS)

• INDEMNIFICATION CLAUSES

• COVENANTS

• CLOSING CONDITIONS

• CORPORATE GOVERNANCE

• DEAL TERMINATION AND REMEDIES

• THE DIVESTITURE PROCESS

• SPIN-OUTS AND AND SPIN-OFFS

• THE AUCTION PROCESS

• TWO PARTY MERGERS, TRIANGULAR MERGERS

AND CONSOLIDATION

• ASSET SALES
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CURRICULUM

WEEK 7: TAKEOVER DEFENSE &

FINANCIAL CASE STUDIES

• FRIENDLY VS. HOSTILE DEALS

• WHITE KNIGHTS

• ARBITRAGUERS

• STATE GOVERNING DOCUMENTS AND ANTI-

TAKEOVER LAWS

• POISON PILLS

• STAGGERED VS. CLASSIFIED BOARD

STRUCTURES

• SHAREHOLDER VOTING

• SUNSET PROVISIONS

• ACTIVIST INVESTORS

• INVESTMENT BANKERS AND SELL-SIDE

ANALYSTS

• BOARD OF DIRECTORS

• WHY VALUATION DOES NOT EQUAL WORTH

WEEK 8: CASE STUDY ASSIGNMENT