Creating Value Through Corporate Restructuring - Harvard Business School MBA Program

Creating Value Through Corporate Restructuring

Course Number 1420

Senior Lecturer Kristin Mugford
Spring; Q3Q4; 3 credits
28 Sessions

Career Focus

This course provides students with skills and knowledge that will prepare them for a variety of careers, ranging from general management to specialized careers in financial consulting, banking, turnaround management, and all types of investing including special situations ("distressed") investing.

Educational Objectives

Corporate restructuring is a common and significant event affecting not only lenders, shareholders, and employees but also the web of relationships between companies and their corporate customers, suppliers, and competitors. Restructuring is the process by which companies renegotiate the financial contracts and commitments they have entered into with their creditors and other stakeholders, usually in response to some financial challenge or crisis. This process of renegotiation and re-contracting - the “re-slicing of the corporate pie” - is the central focus of the course.

An additional objective in dissecting the complex finances and operating challenges that confront companies in financial distress is to deepen student understanding of corporate debt financing, including the rights of secured creditors, subordination agreements, and debt covenants. By understanding how to fix a “sick” capital structure, students will better understand how to optimally finance a business, and more effectively manage financial risk, when times are good.

Lastly, there are important lessons to be learned through studying companies and industries that have struggled. Though understanding a variety of reasons why “things go wrong”, students will be better able to identify the patterns of behavior that often lead to trouble.

Content and Organization

The course is organized around two modules. The first module focuses on the restructuring of debt " and provides a foundation to understand the fundamentals of corporate restructuring and then applies these tools to explore the many offensive and defensive strategies employed by debtors, creditors, and other constituents. The second module focuses on the restructuring of other sections of the balance sheet such as employees’ claims and equity.

The cases that students study in this course tend to focus on large companies, with complex capital structures, facing extremely challenging business situations (including threats to their survival). Restructurings are often extremely complicated, and involve multiple issues around valuation, bond indentures, subordination agreements, bankruptcy law, employment law, taxes, litigation, regulation, etc. In analyzing the cases in the course, emphasis will be placed on drilling down into the details and "fine print" of these and other issues.

Topics covered in this finance course include Chapter 11 bankruptcy, out-of-court workouts, distressed exchange offers, "Section 363" asset sales, prepackaged bankruptcy, debtor-in-possession (DIP) financing, equity spin-offs, tracking stocks, ESOPs, restructuring of retiree health care/pension plans, and corporate layoff/downsizing programs. While the course focuses on U.S. corporates, it also applies the core principles of U.S. restructuring to corporate restructurings in other countries as well as infrastructure, municipal, and sovereign restructuring.

Although CVCR is primarily a finance course, students will also often have to take an interdisciplinary approach to problem solving, drawing on their training in strategy, accounting, law, and negotiation. The primary pedagogical approach is case discussion. Cases will be supplemented with mini-lectures and outside readings. We will also be joined by a number of visitors who were involved in the cases. One class is a negotiation exercise that simulates a real-world Chapter 11 bankruptcy (overseen by distinguished local bankruptcy attorneys).