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This class is structured but will change if the faculty member discerns that students or

conditions indicate the need to change. Student desires and backgrounds are considered.

Your expectations are important!

GUEST SPEAKERS:

From time to time we will have guests. They will be prompt. We never wish to have late

arrivals when we have guests.

ACADEMIC STANDARDS:

The University community consisting of faculty, students and administration is dedicated

to high ethical standards. Every person at USC has an inherent responsibility to uphold the

principles of academic integrity. Students are expected to understand the Academic

Integrity guidelines in SCampus.

CLASS PARTICIPATION:

CLASS ATTENDANCE: The Entrepreneur Program is a real life experience and as suchexpects real world professionals. The motto is "treat each other as you would acustomer." Therefore, tardiness and absences without prior notice and a valid excuse are

not acceptable.

Attending class is critical to learning. A class attendance form will be handed out at the

beginning of each class which requires your personal-consistent-full-signature. Initialingthe class attendance form is not acceptable. The signing of class attendance forms is

necessary because of University policies and the need to have a record of class attendance

as part of the evaluation process. Students are responsible for signing this form at the

beginning of class. Any student who signs the name of another student on the classattendance form will receive an "F" for the course.

In the event of a conflict between class participation and external (non-Marshall) events

and activities that are subject to the MBA Program Policy Governing Non-Marshall

conflicting events, a determination will be made by the Professor whether class attendancewill be excused.

PARTICIPATION: This is a lecture, case and reading materials based course. It isexpected that each student will have prepared themselves on the material for the class

meeting and will be prepared to discuss that material, drawing on their previous course

work and experiences. Material for the class will be distributed on Blackboard in advance

of each class or distributed in class.

Participation is evaluated in a number of ways including evidence of preparation,

willingness to participate, and quality of participation.

The instructor and guest speakers may "cold call" students during the class to ascertain

whether students have read assigned material and are prepared to discuss this material in

class.

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NOTE:

Any student requesting academic accommodations based on a disability is

required to register with Disability Services and Programs (DSP) each

semester. A letter of verification for approved accommodations can be

obtained from DSP. Please be sure the letter is delivered to me as early in thesemester as possible. DSP is located in STU 301 and is open 8:30 a.m.

5:00 p.m., Monday through Friday. The phone number for DSP is

(213) 740-0776.

Class Grading

Class Class Participation 10%

Project #1 Identification of Target 30%

Project #2 Evaluation of an Assigned Case OpportunityAnd Terms of Acquisition

60%

Total 100%

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UNIVERSITY OF SOUTHERN CALIFORNIA

MARSHALL SCHOOL OF BUSINESS

THE ENTREPRENEUR PROGRAM

CONFIDENTIALITY POLICY

Throughout the Entrepreneur Program's classes and events, students will be exposed toproprietary information from other students, guest lecturers and faculty. It is the policy of

The Entrepreneur Program that all such information is to be treated as confidential.

By enrolling in and taking part in The Entrepreneur Program's classes and activities,

students agree not to disclose this information to any third parties without specific written

permission from students, guest lecturers or faculty, as applicable. Students further agreenot to utilize any such proprietary information for their own personal commercial

advantage or for the commercial advantage of any third party.

In addition, students agree that any legal or consulting advice provided without direct feeand in an academic setting will not be relied upon without the enlisted opinion of anoutside attorney or consultant, without affiliation to The Entrepreneur Program.

Any breach of this policy may subject a student to academic integrity proceedings asdescribed in the University of Southern California University Governance Policies and

Procedures as outlined in SCampus, and to the remedies that may be available at law.

The Entrepreneur Program, the School of Business Administration and the University of

Southern California disclaim any responsibility for the protection of intellectual property

of students, guest lecturers or faculty who are involved in The Entrepreneur Program

classes or events.

Receipt of this policy and registration in our classes is evidence that you understand this

policy and will abide by it.

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BAEP 560 (14414R): Acquiring an Existing Business

Class Materials will be distributed via the class folder on Blackboard.

TOPIC

DATE

2012

Week 1 Overview of the Course

Approaches to Acquisition Decisions

Reading: Case Study #1 Best Tools Co.

January 9

Week 2 Goals of Sellers and Buyers

Reading: Acquiring or Selling the Privately Held Company Polk-

2010

An Introduction to Acquiring or Selling the Privately HeldCompany Brown

January 23

Week 3 An Investment Banker's View The relationship between

selecting targets and the availability of financing.

Guest Speaker William K. Doyle, Managing Director of Kerlin

Capital Group (Case Study)

Assignment of Project 1 due February 27

January 30

Week 4 Structuring An Acquisition The relationship of tax issues to

Buyer's and Seller's Goals. Protecting the Buyer against unknownliabilities.

Reading: Federal Income Tax Issues in the Acquisition or Sale

of a Privately Held Company James T. Chudy (PLI)Is a piece of the pie ever enough? Lefko

February 6

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TOPIC

DATE

2012

Week 5 Commencing and Negotiating Acquisition Process

Approaching the Seller, Confidentiality Agreements, Letters of Intent,

Definitive Agreements. Relationship of negotiating the purchasetransaction and the financing transaction. Important issues other than

price. Measures to close the price gap.

Reading: Preliminary Agreements Clark

Form of Confidentiality Agreement

Form of Letter of Intent (Long Form)Form of Letter of Intent (Short Form)

Structuring and Negotiating Earnouts Voxman

Draft: Earnout Consideration

February 13

Week 6 The Private Equity Firm and its relationship to theEntrepreneur in acquiring an existing business

Guest Speaker J. Christopher Lewis, Riordan, Lewis & Haden

Turn in Project 1

February 27

Week 7 Sources of Financing for Larger Transactions

Guest Speaker Scott Kolbrenner, Houlihan Lokey Investment

Banking Services

March 5

Week 8 Smaller Transactions Finding Targets and Sources ofFinancing

Guest Speaker Steve Brodhead, Business Broker, The M&A Group

NA

Assignment of Project 2.

March 19

Week 9 Performing the Investigation Due Diligence

Reading: Initial Due Diligence Checklist Model Form

Performing Cultural Due Diligence KrattenmakerIntellectual Property IssuesWhy Its Called Due Diligence KMPG

March 26

Week 10 Experiences of the Entrepreneur in Acquiring a Business

Guest Speaker Zackary Parker, President, Redline Detection, LLC

April 2

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TOPIC

DATE

2012

Week 11 Valuation of the Target How should the Buyer approach

valuation.

Guest Speaker Mark Higgins, Higgins Marcus & Lovett, Inc.,

Business Valuations

April 9

Week 12 Planning for the Transition of Ownership and Operations

Post-Acquisition.

Turn in Project 2.

April 16

Week 13 -- Review and Evaluation of Project No. 2 papers, wrap up. April 23