THE UNIVERSITY OF TEXAS AT DALLAS

SCHOOL OF MANAGEMENT

MAS 6V10: Special Topics - Telecommunications Mergers and Acquisitions

SPRING 2011
Classroom: 2.103
Tuesday and Thursday 5.30 to 6.45 pm

Course Outline

Instructor: Professor Sumit Majumdar, Office: SOM 3.433, Office Phone: 972-883-4786, Office
Hours: By appointment, E-mail: majumdar@utdallas.edu; Cell Phone: 469 878 1686

Honorary Guest Speakers: Mr. Paul Pandian and Mr. Anand Gupta will be providing several
guest presentations through the course.

A merger whiz-kid in his time, Mr. Pandian has been in the telecommunications M&A field in the
Dallas-Fort Worth area for 35 years and has built and sold several companies.

Mr. Gupta is with Alcatel-Lucent and has experienced the impact of telecommunications sector
mergers. A technology whiz kid, he has been in the telecommunications field for almost two
decades.

Text: Readings are on the e-learning website. Students have the option of downloading electronic
copies of readings articles through the UTD Electronic Journal Database.

Topic Outline:

Major topics include:

 Merger and acquisition strategic rationale

 Negotiation process
 Valuation and financial aspects
 Due diligence and legal aspects
 Anti trust and institutional aspects
 Organizational and integration aspects

Course Overview:

This course provides a broad overview of mergers and acquisitions, with specific reference
to the telecommunications sector, and is meant to appeal to any MBA or MS student irrespective of
area of professional interest.

As globalization has proceeded, technology in the telecommunications sector has rapidly

evolved. Similarly, in the information and medial sectors technical change has been very rapid.
Competition has intensified for firms in these sectors.

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 Three phenomena are observed. These have been somewhat unique to the
telecommunications, media and information technology sectors.

The first phenomenon is that of convergence. As newer technologies and products become
interdisciplinary in nature, with such inter-disciplinarities arising from application of technologies in
totally novel fields, older activities are linked in new ways and product or service scope.

The consequence of this interrelatedness, complementarities and speed of change is that

functionalities converge to create new industry strictures and edifices. Simultaneously, firms have to
share knowledge and pool resources to jointly create new technologies. This leads to mergers and
acquisitions.

The second phenomenon is the emergence of the disaggregated firm that leverages internal
and external capabilities around the world, crossing business, functional and organizational
boundaries.

This phenomenon has lead to the creation of virtual enterprises. In this process, mergers and
acquisitions have played a key role.

The third phenomenon is the nature of legal and institutional issues that surround mergers
and acquisitions in the telecommunications, media and information technology sectors. Because of
the importance of the sectors, and their unique nature, these legal and institutional issues have been
more important than in other sectors.

The legal and institutional issues have been controversial sometimes, and it is important to
understand how to deal practically with these issues.

Participant Learning Objectives and Outcomes:

Given the very high level of mergers and acquisitions in the economy, it is likely that all of us
have some contact with mergers and acquisitions at some point.

The course helps participants develop a framework to:

1. help understand the mergers and acquisition environment in the telecommunications

space,
2. understand processes,
3. analyze transactions,
4. understand the legal and institutional issues involved in telecommunications area,
and
5. develop skills in the general area of mergers and acquisitions.

This course provides a platform for business graduate students and professionals to help
improve understanding of

[a] strategy,
[b] competitiveness, and

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 [c] practical execution issues in realm of telecommunications, media and technology mergers
and acquisitions.

The course incorporates [i] state of the art knowledge, [ii] facts, data and insight, and [iii]
strong hands on experience in analytics so that participants may develop skills and capabilities in the
mergers and acquisitions field.

This will help them consider careers in consulting, investment banking and the corporate
sector globally.

The skills gained in the class will help the participants better understand their clients and
employers needs, assess the competitive landscape and provide professional advice and deep insights
so that resource allocation and deal execution processes can be more effective.

Course Format:

Classes will include a mixture of [a] lectures, [b] case discussions of several small cases, [c]
discussion of published articles, [d] student participation, and [e] class presentation of cases and [f]
analysis and presentation of two M&A plans by students.

The cases will provide the framework for class discussion, and we will outline the key lessons
learned for each situation. Students will be evaluated based on case write-ups, class participation and
the development of two strategic M&A plans.

All class materials will be provided electronically. It is your responsibility to print and bring a
copy to class.

I will invite several other guest speakers from the M&A and DFW business communities to
lecture on specific topics related to emerging topics related to M&A strategies and operations and
discuss specific cases within their organizations.

Grading

Course grades will be based on the following components:

1. Class participation (20%): You are expected to prepare beforehand for each class, participate
actively in the discussion of cases and readings, and contribute to the learning experience in the
class. Attendance will be taken.

2. Group case analysis and presentation (40%): The class will be split into groups. Each group will
discuss the small case in class which will be assigned during the semester. Specific case assignments
will be provided in advance. Case analysis and presentation is a group effort, and each presentation
should be approximately 10 to 15 minutes in duration. The cases are to be no more than 2 pages in
length, and handed in the next class.

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3. Two Reports on M&A Deals (40%): Students will develop a strategic plan for 2 M&A deals. This
will be developed in groups and there will be two presentations, one preliminary and one final, on
assigned dates. Each will be no more than 10 pages in length.

Prerequisites

There are no prerequisites for this course. It is restricted to graduate students only.

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 CLASS SCHEDULE

Class Session
Topic Readings and Cases
Number and Date
January 11,
1 Introduction
2011
January 13,
2 Why Firms Merge TBA
2011
January 18,
3 Capability Acquisition Motive TBA
2011
January 20,
Case: Capability Acquisitions TBA
2011
January 25,
4 Synergies Motive TBA
2011
January 27,
5 Case: Synergies TBA
2011
February 1,
6 Merger Waves Motive TBA
2011
February 3,
7 Case: Merger Waves TBA
2011
February 8,
8 Telecommunications Mergers TBA
2011
February
9 Case: Telecommunications Mergers TBA
10, 2011
February
110 Two-Sided Market Mergers TBA
15, 2011
February
11 Case: Two-Sided Market Mergers TBA
17, 2011
February
12 Deal Making and Negotiation TBA
22, 2011
February
13 Case: Deal Making and Negotiation TBA
24, 2011
March 1,
14 Financial Assessment TBA
2011
March 3,
15 Case: Financial Assessment TBA
2011
March 8,
16 Valuation Processes TBA
2011
March 10,
17 Case: Valuation TBA
2011
March 22,
18 Due Diligence Issues TBA
2011
March 24,
19 Case: Due Diligence Issues TBA
2011
March 29,
20 Legal Steps TBA
2011
21 March 31, Case: Legal Steps TBA

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 2011
April 5,
22 Anti Trust Issues TBA
2011
April 7,
23 Case: Anti Trust Issues TBA
2011
April 12,
24 Institutional Issues TBA
2011
April 14,
25 Case: Institutional Issues TBA
2011
April 19,
26 Integration Issues TBA
2011
April 26,
27 Case: Integration Issues TBA
2010
April 28,
28 Presentations
2011
29 May 3, 2011 Presentations