Last updated: 8/5/13

Draft 8/05/2013


B8498-099 Media M&A Seminar: Course Syllabus
Columbia Business School
Wednesdays 5:45 p.m. 9:00 p.m.
CLASSROOM TBD
(116
th
Street & Broadway)
New York, NY 10027

Professor Jonathan A. Knee

Course Description & Outline
The course is an advanced Mergers & Acquisitions Seminar that focuses on current trends and recent developments in the media
industry. The course will be divided into two parts. Each week during Part I will be devoted to the analysis of a different recent
media transaction. The pedagogic framework is not structurally different from traditional M&A analysis. The overlay of media-
specific commercial, strategic and regulatory issues will provide additional insight into a particularly dynamic segment of the
economy. Each week will focus on a different transaction type (e.g., cash divesture, cash acquisition, stock merger etc.) different
media industry sub-sector (e.g., cable, newspapers, broadcasting etc.) and different aspects of the analytical framework (e.g.,
financial analysis, corporate governance etc.) Part II will be devoted to group board presentations of hypothetical transactions.
Groups must be formed and have their hypothetical transaction approved by the instructor by week 4 of the course. Course
grades will be primarily based on the quality of written materials and presentations by the group. Each group member will
receive the same grade on their project. 20% of the course grade will be on based on individual weekly homework assignments.
Outside speakers/board members with first-hand knowledge of the industries and transactions considered will participate during
both Part I and Part II of the course.

Date Topic


September 4, 2012 Course Overview: Introduction to Media Industry & Analytical Framework
(Confirmed)

September 11, 2012 Industry: Consumer magazines
(Confirmed) M&A topic: The decision to divest/the decision to buy
Case study: Emap Plc Sale of Emap USA to Primedia
Guest speaker: Sheila Spence, WPP, SVP of Corporate Development
Guest speaker: Charles McCurdy, Chairman and CEO of Apprise Media LLC

Key questions:
1. What are the risks to EMAP of selling Petersen?
2. What are the risks to EMAP of keeping Petersen?
3. What makes Petersen strategic to Primedia?
4. What are the risks to Primedia of buying Petersen?

September 18, 2012 Industry: Satellite Radio
M&A topic: LBOs / Restructuring
Case study: Liberty investment in Sirius XM
Guest speaker: Greg Maffei, CEO and President of Liberty Media

Key questions:
1. Was Liberty primarily a strategic or financial investor here?
2. Was this a good investment & do you think you would have made it?
Last updated: 8/5/13
September 25, 2012 Industry: Media Conglomerates Part I
(Confirmed) M&A topic: Corporate Governance
Case study: AOL acquisition of Time Warner
Guest speaker: John Martin, CFO, Time Warner

Key questions:
1. In the AOL / Time Warner transaction, which party was the acquirer?
2. What were the three most compelling strategic justifications for the AOL / Time
Warner combination? Which of these have any continuing validity?

October 2, 2012 Industry: Internet Media
M&A topic: Activist Investors
Case study: AOL Patent Sale to Microsoft
Guest speaker: Artie Minson, COO, AOL

Key questions:
1. Who had the better arguments, SV or AOL? What do you think was the best single
most compelling argument?
2. Why do you think the shareholders disagreed with ISS's recommendation?

October 9, 2012 Industry: Financial Information
M&A topic: LBOs
Case study: InterActive Data Corp.
Guest speaker: Mason Slaine, President & CEO, InterActive Data Corp.

Key questions:

1. Why did Silver Lake / Warburg / Slaine offer more than other financial groups for
IDC?
2. Why didnt McGraw Hill win the auction for IDC?
3. Will the IDC LBO investment will be successful?

October 23, 2012 Industry: Conglomerates Part II
M&A topic: Deal structuring
Case study: NBC Universal
Guest speaker: Jeff Zucker, Former President & CEO, NBC Universal

Key questions:
1. Was the Comcast acquisition cheap or expensive?
2. What is the strongest strategic argument for the transaction?
3. What are the greatest operational execution risks to the deal?

October 30, 2012 Industry: Legal / Tax Information
M&A topic: Impact of regulatory and strategic environment
Case study: Bloomberg acquisition of BNA
Guest speaker: Gregory McCaffery, CEO, Bloomberg Law

Key questions:
1. Why did BNA pursue a sale after decades of refusing to consider it?
2. Why did Bloomberg make the acquisition after decades of refusing to do any
significant deals?
3. Who was the most strategic buyer and why didnt they win the auction?

Last updated: 8/5/13
November 6, 2012 Industry: Database Conglomerates
M&A topic: Family Ownership/Restructuring
Case study: Thomson acquisition of Reuters
Guest speaker: Geoffrey Beattie, Vice Chair, Thomson Reuters; President of
Woodbridge

Key questions:
1. What are the Thomson family objectives and so they differ from other share
holders?
2. How compelling is the strategic justification for the Thomson-Reuters transaction?
3. Has Thomsons portfolio restructuring since the early 1990s created value?

November 13, 2012 Final Three Hypothetical Transaction Presentations
(Confirmed)

November 20, 2012 Final Three Hypothetical Transaction Presentations
(Confirmed)

December 4, 2012 Wrap-up and Conclusions
(Confirmed)