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This case is about government bonds, using specific bonds issued by the UK Government. It can be used to teach the basics of time value of money and discounting cash flows. But it can also be used to delve into fundamental issues surrounding bond valuation and bond pricing methodologies, as well as to explore more general topics such as corporate financing. Finally, the case serves as an introduction to the yield curve, its role and interpretation, an understanding of the risk of investing in bonds, and a discussion on risk-free rates and sovereign risk. The case provides the opportunity to emphasize important concepts such as: (1) Time value of money; (2) Net present value (NPV) and internal rate of return (IRR); (3) Valuing bonds by discounted cash flows (DCF); (4) Difference between yield to maturity (YTM) and coupon rate; (5) Above or below par; (6) Relative attractiveness of long vs. short bond maturity and when it is most appropriate to use each type; (7) Liquidity and bond pricing; (8) Yield curve shape; (9) Sovereign bond spreads. Learning objectives: Participants will also have the chance to work on several practical problems during class, such as: (1) Discounting cash flows and computing NPV; (2) Estimating the yield to maturity for a given price and coupon rate (e.g. IRR); (3) Understanding the risk of investing in bonds with different maturities. This case has been used effectively with MBAs and executives alike, in sessions running from 90 minutes to three hours, and with audiences from around the world. The case is also suitable for distance learning programs, including online degree and post-graduate courses in basic finance.

Supplement to case IMD752. This two-part case series is about the largest equity-raising deal in history - the Petrobras seasoned equity offering (SEO) of 2010. In June 2010, Petrobras, Brazil's national oil company was preparing a share issue to develop its "pre-salt" oil fields - so called because they are trapped under several kilometers of seawater, rock and a hard-to-penetrate layer of salt. The hydrocarbons resting in the pre-salt fields could make Brazil one of the world's largest oil-exporting nations. Brazil's offshore pre-salt area - widely tipped to rival the North Sea in terms of size and importance - had been generating excitement in the energy world since its discovery in 2005. Six new pre-salt fields had been discovered more recently and were now ready for exploration. The investments outlined in the plan were huge and would transform Petrobras into one of the world's largest producers. However, this also posed significant financing challenges for Petrobras, given its capacity to generate cash from its current operations. So, how could it raise the money? A bond issue so soon after the previous one was a possibility. It would then be among the world's biggest bond issues. But there was a risk of not meeting the need for capital. How would such an issue affect its debt-to-value ratio and its rating? Would Petrobras be able to maintain its investment grade status? A share issue was another possibility, but it would also be very big. Would the market be ready for such a big issue so soon after the financial crisis? Many unresolved issues lay ahead. Both Gabrielli (CEO) and Barbassa (CFO) understood that regardless of the method used, they were facing one of the world's biggest funding challenges to date. A lot was at stake and wrong choices would have disastrous consequences for both Petrobras and Brazil.

This two-part case series is about the largest equity-raising deal in history - the Petrobras seasoned equity offering (SEO) of 2010. In June 2010, Petrobras, Brazil's national oil company was preparing a share issue to develop its "pre-salt" oil fields - so called because they are trapped under several kilometers of seawater, rock and a hard-to-penetrate layer of salt. The hydrocarbons resting in the pre-salt fields could make Brazil one of the world's largest oil-exporting nations. Brazil's offshore pre-salt area - widely tipped to rival the North Sea in terms of size and importance - had been generating excitement in the energy world since its discovery in 2005. Six new pre-salt fields had been discovered more recently and were now ready for exploration. The investments outlined in the plan were huge and would transform Petrobras into one of the world's largest producers. However, this also posed significant financing challenges for Petrobras, given its capacity to generate cash from its current operations. So, how could it raise the money? A bond issue so soon after the previous one was a possibility. It would then be among the world's biggest bond issues. But there was a risk of not meeting the need for capital. How would such an issue affect its debt-to-value ratio and its rating? Would Petrobras be able to maintain its investment grade status? A share issue was another possibility, but it would also be very big. Would the market be ready for such a big issue so soon after the financial crisis? Many unresolved issues lay ahead. Both Gabrielli (CEO) and Barbassa (CFO) understood that regardless of the method used, they were facing one of the world's biggest funding challenges to date. A lot was at stake and wrong choices would have disastrous consequences for both Petrobras and Brazil.

Student spreadsheet for case IMD746.

This note focuses on the main basic concepts of finance, including the income statement and balance sheet, financial and accounting metrics, cost of capital, and value creation. It also includes updated data on many risk indicators in 2012.

Mergers and acquisitions (M&As) are important events in the life of any manager and company. However, the overwhelming evidence from years of research is that the majority of M&As fail to create value for the acquirer. This note focuses on the main methods used to assess the value creating potential of M&As. Valuation is a key tool to understand whether or not a certain merger will add value to shareholders. Thus, this note covers concepts such as: 1) Value creation through M&As. For whom do mergers create value? 2) Valuation by Discounted Cash Flows (DCF) in M&As; 3) Types of synergies and how to consider them; 4) Appropriate discount rates in an M&A setting; 5) Valuation using multiples and other market transactions as reference. Learning objectives: This note allows for an understanding of the strategic and economic considerations in mergers and acquisitions, with a focus on the key drivers of successful acquisition strategies.

Case A of this series sets the scene for the largest merger and acquisition (M&A) deal in the telecom industry in Brazil and Latin America. Cases B to F follow on by relating the events up to the deal's conclusion. The sequencing of this story creates a sense of urgency for readers and forces them to take position on different questions at different times. Events began in 2003 when a 50:50 joint venture (JV) between Portugal Telecom (PT) and Spain's Telefónica acquired 60% of Vivo, the leading Brazilian mobile operator. In the subsequent years, Vivo experienced double-digit annual growth, as it reaped the benefits of its own heavy investments and booming consumer demand. In May 2010, Telefónica made a€5.7 billion cash bid for PT's share of the JV. According to Telefónica, this was a full, fair and final offer. How would PT's board regard the bid? On the one hand, it represented a 100% premium on Vivo's pre-announcement stock price. On the other hand, it was a terrible blow to the PT Group's international aspirations. Moreover, the occasionally conflicting views of the general public and the government had the potential to complicate matters further. Lastly, this deal also had important international implications. The case shows how: a) corporate governance practices vary across countries, including environments where there are dual-class shares; and b) the role of corporate governance in ensuring that managers undertake activities that maximize shareholder value as well as serving the needs and strategy of the company. The case also allows for an in-depth analysis of a variety of strategic, organizational, financial and economic issues related to growth strategies through JVs and M&As. The key focus of the case is on the links between finance and strategy.

Case A of this series sets the scene for the largest merger and acquisition (M&A) deal in the telecom industry in Brazil and Latin America. Cases B to F follow on by relating the events up to the deal's conclusion. The sequencing of this story creates a sense of urgency for readers and forces them to take position on different questions at different times. Events began in 2003 when a 50:50 joint venture (JV) between Portugal Telecom (PT) and Spain's Telefónica acquired 60% of Vivo, the leading Brazilian mobile operator. In the subsequent years, Vivo experienced double-digit annual growth, as it reaped the benefits of its own heavy investments and booming consumer demand. In May 2010, Telefónica made a €5.7 billion cash bid for PT's share of the JV. According to Telefónica, this was a full, fair and final offer. How would PT's board regard the bid? On the one hand, it represented a 100% premium on Vivo's pre-announcement stock price. On the other hand, it was a terrible blow to the PT Group's international aspirations. Moreover, the occasionally conflicting views of the general public and the government had the potential to complicate matters further. Lastly, this deal also had important international implications. The case shows how: a) corporate governance practices vary across countries, including environments where there are dual-class shares; and b) the role of corporate governance in ensuring that managers undertake activities that maximize shareholder value as well as serving the needs and strategy of the company. The case also allows for an in-depth analysis of a variety of strategic, organizational, financial and economic issues related to growth strategies through JVs and M&As. The key focus of the case is on the links between finance and strategy.

Case A of this series sets the scene for the largest merger and acquisition (M&A) deal in the telecom industry in Brazil and Latin America. Cases B to F follow on by relating the events up to the deal's conclusion. The sequencing of this story creates a sense of urgency for readers and forces them to take position on different questions at different times. Events began in 2003 when a 50:50 joint venture (JV) between Portugal Telecom (PT) and Spain's Telefónica acquired 60% of Vivo, the leading Brazilian mobile operator. In the subsequent years, Vivo experienced double-digit annual growth, as it reaped the benefits of its own heavy investments and booming consumer demand. In May 2010, Telefónica made a €5.7 billion cash bid for PT's share of the JV. According to Telefónica, this was a full, fair and final offer. How would PT's board regard the bid? On the one hand, it represented a 100% premium on Vivo's pre-announcement stock price. On the other hand, it was a terrible blow to the PT Group's international aspirations. Moreover, the occasionally conflicting views of the general public and the government had the potential to complicate matters further. Lastly, this deal also had important international implications. The case shows how: a) corporate governance practices vary across countries, including environments where there are dual-class shares; and b) the role of corporate governance in ensuring that managers undertake activities that maximize shareholder value as well as serving the needs and strategy of the company. The case also allows for an in-depth analysis of a variety of strategic, organizational, financial and economic issues related to growth strategies through JVs and M&As. The key focus of the case is on the links between finance and strategy.

Case A of this series sets the scene for the largest merger and acquisition (M&A) deal in the telecom industry in Brazil and Latin America. Cases B to F follow on by relating the events up to the deal's conclusion. The sequencing of this story creates a sense of urgency for readers and forces them to take position on different questions at different times. Events began in 2003 when a 50:50 joint venture (JV) between Portugal Telecom (PT) and Spain's Telefónica acquired 60% of Vivo, the leading Brazilian mobile operator. In the subsequent years, Vivo experienced double-digit annual growth, as it reaped the benefits of its own heavy investments and booming consumer demand. In May 2010, Telefónica made a €5.7 billion cash bid for PT's share of the JV. According to Telefónica, this was a full, fair and final offer. How would PT's board regard the bid? On the one hand, it represented a 100% premium on Vivo's pre-announcement stock price. On the other hand, it was a terrible blow to the PT Group's international aspirations. Moreover, the occasionally conflicting views of the general public and the government had the potential to complicate matters further. Lastly, this deal also had important international implications. The case shows how: a) corporate governance practices vary across countries, including environments where there are dual-class shares; and b) the role of corporate governance in ensuring that managers undertake activities that maximize shareholder value as well as serving the needs and strategy of the company. The case also allows for an in-depth analysis of a variety of strategic, organizational, financial and economic issues related to growth strategies through JVs and M&As. The key focus of the case is on the links between finance and strategy.

Case A of this series sets the scene for the largest merger and acquisition (M&A) deal in the telecom industry in Brazil and Latin America. Cases B to F follow on by relating the events up to the deal's conclusion. The sequencing of this story creates a sense of urgency for readers and forces them to take position on different questions at different times. Events began in 2003 when a 50:50 joint venture (JV) between Portugal Telecom (PT) and Spain's Telefónica acquired 60% of Vivo, the leading Brazilian mobile operator. In the subsequent years, Vivo experienced double-digit annual growth, as it reaped the benefits of its own heavy investments and booming consumer demand. In May 2010, Telefónica made a €5.7 billion cash bid for PT's share of the JV. According to Telefónica, this was a full, fair and final offer. How would PT's board regard the bid? On the one hand, it represented a 100% premium on Vivo's pre-announcement stock price. On the other hand, it was a terrible blow to the PT Group's international aspirations. Moreover, the occasionally conflicting views of the general public and the government had the potential to complicate matters further. Lastly, this deal also had important international implications. The case shows how: a) corporate governance practices vary across countries, including environments where there are dual-class shares; and b) the role of corporate governance in ensuring that managers undertake activities that maximize shareholder value as well as serving the needs and strategy of the company. The case also allows for an in-depth analysis of a variety of strategic, organizational, financial and economic issues related to growth strategies through JVs and M&As. The key focus of the case is on the links between finance and strategy.

Case A of this series sets the scene for the largest merger and acquisition (M&A) deal in the telecom industry in Brazil and Latin America. Cases B to F follow on by relating the events up to the deal's conclusion. The sequencing of this story creates a sense of urgency for readers and forces them to take position on different questions at different times. Events began in 2003 when a 50:50 joint venture (JV) between Portugal Telecom (PT) and Spain's Telefónica acquired 60% of Vivo, the leading Brazilian mobile operator. In the subsequent years, Vivo experienced double-digit annual growth, as it reaped the benefits of its own heavy investments and booming consumer demand. In May 2010, Telefónica made a €5.7 billion cash bid for PT's share of the JV. According to Telefónica, this was a full, fair and final offer. How would PT's board regard the bid? On the one hand, it represented a 100% premium on Vivo's pre-announcement stock price. On the other hand, it was a terrible blow to the PT Group's international aspirations. Moreover, the occasionally conflicting views of the general public and the government had the potential to complicate matters further. Lastly, this deal also had important international implications. The case shows how: a) corporate governance practices vary across countries, including environments where there are dual-class shares; and b) the role of corporate governance in ensuring that managers undertake activities that maximize shareholder value as well as serving the needs and strategy of the company. The case also allows for an in-depth analysis of a variety of strategic, organizational, financial and economic issues related to growth strategies through JVs and M&As. The key focus of the case is on the links between finance and strategy.

In March 2007, more than a year after Sonaecom had announced its original takeover bid for Portugal Telecom (PT), things had progressed: new investors had come along, the authorities had approved the deal, both parties were holding roadshows, and finally Sonaecom increased its offer price to€10.50. The day before the final shareholders' meeting (2 March 2007), when the votes would be counted, everyone was doing their own numbers. According to the company's bylaws, votes cast by a single shareholder whose shares exceeded 10% of the share capital would not be counted. Sonaecom's offer was conditional on the removal of this restriction. The removal of this restriction had to be approved by two-thirds of the shareholders present at the AGM. After that, for the offer to be successful, Sonaecom would have to have the support of at least 50.01% of PT's shareholders to its €10.50 per share offer. This was one of the largest deals ever in the Telecoms sector, and investors from around the world were placing their bets on who was going to win the battle.

In February 2007, Sonaecom revised their bid to €10.50 per share. Less than one week later, the PT Board wrote to its shareholders maintaining the rejection of this new offer. So far, most shareholders had not manifested their views publicly. PT had been fighting hard for its independence. But would economic conditions be right for Sonaecom's takeover bid to succeed? What would it take to convince shareholders to accept? PT's international roadshow was reaching an end. How would investors react to all this information? Was it time for PT to sit down with Sonaecom?

Most management teams are caught off guard when their company becomes the target of a takeover. However, P's management team had seen it all from the other side before and knew just what to do. They viewed this challenge professionally. After declining the €9.50 bid, Portugal Telecoms board formed a special committee to lead the defense strategy. However, the board also confirmed it was not saying no to a deal: We wo't defend at any price. We will do what is right for shareholders, stated Zeinal Bava, P's CFO.

The case is set in February 2006, right after Sonaecom's announcement of its takeover bid for Portugal Telecom (PT) of €9.50 per share. The reader does not yet know how PT will react and whether its management will accept the offer or not. The case recounts this fascinating and intense M&A transaction, taking us through one of the largest takeover bids ever in the European Telecom sector, with a deal value above €15 billion. How will PTs board regard this bid? On the one hand, it represents a 20% premium over the prior stock price. On the other hand, it is a terrible blow to the international aspirations of the PT group. Moreover, the sometimes conflicting views of the general public, the competition regulator, employees and the government have the potential to complicate matters further. Lastly, this deal also has important international implications. One thing is sure. Given all the external pressure, for example from regulators, nothing will be the same for PT or the Sonae Group after this offer. The case serves as a rigorous application of valuation methodology with a focus on understanding the difficulties in forecasting future cash flows and the sensitivity of the valuation analysis to underlying assumptions.

The value of a firm depends not only on the cash flows it provides to its investors, but also on the timing, as well as the risk of those cash flows. This note focuses on the main methods used to value companies, whether it is in a merger and acquisition setting or not. It covers concepts such as: 1) The discounted cash flow (DCF) method; 2) Discount rates and cost of capital; 3) Valuation using multiples; 4) Value creation through mergers and acquisitions (M&As).

The cost of capital is one of the most important concepts in finance. It is the minimum acceptable rate of return that new investments must yield and it represents the long-term opportunity cost of the funds used by a company. If management decides to invest in projects with expected returns above the cost of capital, the company value goes up. Conversely, if a company invests in projects (that despite having positive profitability) with expected returns below the cost of capital, it destroys value and company value goes down. Similarly, the cost of capital is the discount rate that should be used in a discounted cash flow (DCF) analysis, in capital budgeting applications, when valuing a company or a division, or an acquisition target.

The Brazilian government has just hired GCA to do the valuation of the pre-salt fields on their behalf. At this stage it is clear that Petrobras will go for an equity issue, but the conditions of it are not yet clear, as it depends on the negotiation for the transfer of rights for the new pre-salt oil fields. If successful closure is achieved on this negotiation, Petrobras will have to pay the government for the new pre-salt fields, in addition to getting external capital to support its investment plan 2010-2014. Learning objectives: The learning objectives focus on the approach to the negotiation.

This merger case puts face to face a team of negotiators representing InBev and another representing Anheuser Busch (AB). These teams have to negotiate on a potential acquisition of AB. Therefore, this case is much broader than just an exercise in valuation or finance. Learning objectives: This case will challenge participants on negotiation techniques, strategic analysis, working with a team, working "against" a team, present a deal in public and many other things.