M&A AND INVESTMENT BANKING

M&A AND INVESTMENT BANKING

Leopoldo Maria Attolico, Andrea Salvati

Instructional goals

The course has the objective to give an introduction to Investment Banking, an introduction to M&A and capital markets overview of practical side of M&A transactions, and recent market trends.

Intended learning outcomes

- Knowledge and understanding Through course attendance and practical case studies, the student will gain full knowledge of the general principles of Investment Banking, practical side of M&A transactions. In particular the students will acquire during the course the understanding of: • the M&A and the Investment Banks. • the use of M&A for corporations, financial institutions, Governments, SWF, and private equity firms • the M&A tactics and strategies, and analysis of strategic alternatives to M&A. • the valuation techniques in the M&A context. • the M&A due diligence process and development of own due diligence skills. • the differences between Sell-side M&A and buy-side M&A. • how to run an M&A Operation • distressed M&A IPO and LBO. • the different financing alternatives and how to make thoughtful, well-reasoned decisions between them. • how to protect shareholder value during M&A. • the M&A best practices and the lesson from M&A failures. • the importance of ESG and how it’s changing the whole financial system The assessment of the knowledge will take place during the course through interactive lessons and practical case studies, as well as at the end of the course, through an oral exam. The course envisages a 75% minimum attendance. - Applying knowledge and understanding: Students will be able to interpret and apply specific cases, principles of Investment Banking and M&A, and related challenges by identifying problems and possible solutions. The students will be able to read specialized newspapers, research and identify the M&A strategies adopted by the players like corporate, governments, banks, etc. The assessment of the ability to ‘apply knowledge and understanding’ will take place during the course through interactive lessons and practical case studies aimed at deepening the specific Investment Banking and M&A topics, and at the end of the course, through an oral exam which requires the students to expose topics of M&A and Investment Banking. - Making judgments: Students will acquire analytical skills and critical spirit by analyzing theoretical topics and practical case studies / real-life examples. By using the appropriate methods learned during the course, students will be able to evaluate an M&A transaction from different perspectives. Students will gain the ability to determine alternatives M&A solutions and strategies independently and to make critical judgments on their application to specific cases. - Communication skills: By the end of the course, students will be able to transmit with clarity, rigor, and methodological consistency the concepts acquired during the course. Through the various activities that will take place during the course – interactive lessons with discussion and case studies – students will be able to put these communication skills into practice. They will learn to adapt the terms used to the interlocutor in the specific case, thus gaining advanced rhetorical skills necessary for the professional career. - Learning skills: By putting into practice, the topics learned during lectures and case studies, the student will be able to elaborate M&A transactions and IB strategies. The student will develop a solid knowledge of the M&A and Investment Banking world that will allow him/her to independently study and undertake different postgraduate training activities and approaches to Investment Banks.

Course Contents

Weeks 1-2: The first part of the course will be focused on Investment Banking: History, Products and Services, Business Models, Clients, and Segments as well as on introduction to M&A Weeks 3 - 7: The second part of the course will be focused on M&A, going through Sell-side M&A, Buy-side M&A, Strategic Objectives, Regulation, Tactics, Negotiation, Valuation and distressed situations as well as recent M&A market trends. Weeks 8 – 11: The third part of the course will be focused on the practical side of investment banking transactions: LBOs, IPOs, Financing Alternatives, ECM, DCM, Rights Issues. Week 12: The final part will be focused on the most recent topics such as ESG and a wrap-up session. The course will be a combination of the interactive lessons, practical case studies and exercises. External business guests might be invited.

Reference Books

Fleuriet, 2008. Investment banking explained, McGraw-Hill Nanda, Delong and Roy, 2002. History of Investment Banking, Harvard Business School Morrison, A.D., Wilhelm, W.J., 2007. Investment Banking: Past, Present, and Future. Journal of Applied Corporate Finance, Volume 19 Number 1 Cendrowski, H., Petro, L.W., Martin, J.P., Wadecki, A.A., 2012. Private Equity: History, Governance, and Operations. Wiley Finance Das, U.S., Papapioannou, M., Pedras, G., Ahmed, F., Surti, J., 2010. Managing Public Debt and Its Financial Stability Implications. IMF Working paper Fraquelli, G., Erbetta, F., 1999. Privatization in Italy: an analysis of factors productivity and technical efficiency. Ceris-CNR, Working Paper. No. 5/1999 Goldstein, A., 2003. Privatization In Italy 1993-2002: Goals, Institutions, Outcomes, And Outstanding Issues . CESifo Working Paper No. 912 IMF, 2001 and 2003. Guidelines for Public Debt Management Lerner, J., 2011. The Future of Private Equity. European Financial Management, Vol. 17:3 Megginson W., L., Netter, J., M., 2001. From State To Market: A Survey Of Empirical Studies On Privatization. Journal of Economic Literature Bower, J. L., 2001. Not All M&A Are Alike - and That Matters. Harvard Business Review, March, p. 93 KPMG, March 2013. The Emerging Markets International Acquisition Tracker (EMIAT) Kumar, N. ,2009. How Emerging Giants Are Rewriting the Rules of M&A. Harvard Business Review Liaw, 2011. The Business of Investment Banking: A Comprehensive Overview, Wiley: chapter 7 Lipton, M., 2006. Merger Waves in the 19th, 20th and 21st Centuries. The Davies Lecture, Osgoode Hall Law School, York University Miller, E.L.J., 2008. Mergers and Acquisitions: A Step-by-Step Legal and Practical Guide. Wiley Iannotta, G., 2010. Investment Banking, Springer-Verlag Berlin Heidelberg: chapter 9 Kruse, T., 2005. Ownership, Control and Shareholder Value in Italy: Olivetti's Hostile Takeover of Telecom Italia. ECGI - Finance Working Paper No. 83/2005 Damodaran, 2012. Investment Valuation: Tools and Techniques for Determining the Value of Any Asset.Wiley Finance Rosenbaum, J. and Pearl, J., 2009. Investment banking: valuation, leveraged buyouts, and mergers & acquisitions. Liaw, 2011. The Business of Investment Banking: A Comprehensive Overview, Wiley: chapter 8, 9 McKinsey Global Institute, 2011. Mapping global capital markets 2011 Pagano, M., Panetta, F. and Zingales, L. 1998. Why do companies go public, An empirical analysis. The Journal of Finance, Vol. 53:1(1) PricewaterhouseCoopers, Economist Intelligence Unit, 2011. Capital markets in 2025: The future of equity capital markets Ablum, T. Burgis, M. B., 2001. Leveraged Buyouts: The Ever-Changing Landscape. Depaul Business Law Journal, Vol. 13:109 Wachtell, Lipton, Rosen & Katz, 2012. Distressed Mergers and Acquisitions

Teaching Methods

Interactive Lessons Case studies Exercises

Assessment Method

Attendance is mandatory, absences must be announced and motivated. Minimum attendance to be considered an attending student: 75%. Attending students’ exam: • 2 Intermediate Tests (continuous assessment): 50% • Final Shorter Oral Exam: 50% Non-attending students’ exam: • One Oral Extended Exam: 100%

Thesis assignment criteria

To be defined

Week 1

Lecture 1 Introduction to Investment Banking • Course presentation • Definition • Historical perspectives • Main services and products offered • Investment Banking models • Investment Banking Clients

Week 2

Lecture 2 Intro to M&A • M&A tactics (Hostile M&A; shareholder activism) • M&A regulatory context (incl tender offer rules and bankruptcy procedures)

Week 3

Lecture 3 Sell-side M&A • Structuring the process • Key activities • Parties involved • M&A in practice: Contract negotiation, SPA, due diligence

Week 4

Lecture 4 Buy-side M&A • Process, roles, activities and best practice • How to play the M&A game today • Purchase considerations

Week 5

Lecture 5 Valuation techniques • Relative valuation (Comps and Compaq) • Intrinsic valuation (DDM, FCFE, FCFF)

Week 6

Lecture 6 Distressed situations • Intro • Distressed M&A scenario • Sell-side/creditors/main stakeholders • Buy-side perspective • Legal issues

Week 7

Lecture 7 M&A market update • Recent trends, considerations and outlook of the M&A market

Week 8

Lecture 8 LBO • Definition • Key characteristics/structuring • Historical perspectives • LBO financing • Return analysis

Week 9

Lecture 9 IPO • IPO Market Global Trends • IPO decisions, process and pricing

Week 10

Lecture 10 Financing alternatives • Debt financing: bonds and loans • Credit ratings • Equity linked instruments • Equity capital market products • Rights issues

Week 11

Lecture 11 Recent trends • ESG themes and financing

Week 12

Lecture 12 Conclusion • External. Guest (if available) • Course summary and wrap-up