Gain a full understanding of M&A

Address Key Issues

Go into the detail of the actual implementation of acquisition or divestment, and how all the moving parts interface with each other

Gain A Full Understanding

The course has a heavy practical bias

Key Takeaways

Take away a wealth of additional materials, including books and financial models

A-Z of M&A

The growth of businesses can be achieved in a variety of ways. Implementation of acquisitions, divestments, and the formation of joint ventures frequently involves complexity – including tax and accounting implications, equity dilutions, and regulatory constraints and hurdles – as well as the fundamental analysis of the transaction itself.

The approaches for private treaty negotiations, and for the acquisition of listed companies are quite different, as are the implications of a collaborative transaction versus an unwelcome advance.

Regulation is jurisdictionally specific – but there tends to be a certain degree of commonality in the issues that those regulations seek to address.

This course identifies all of these complexities, and carefully explains how they affect the implementation of transactions in a practical context.

IN JUST 3 DAYS YOU WILL:

  • Understand the strengths and weaknesses associated with the different approaches in M&A
  • Review fundamentals of risk, the pricing of risk, and FCF – valuation issues
  • Consider the complications of evaluating opportunities in more difficult circumstances – emerging markets, lack of information, joint ventures, illiquidity, high leverage
  • Assess how purchasers can determine market appetite to pricing, and the control premium that is likely to be required
  • Be able to embark on an in-depth due diligence process
  • Understand the role of a  Sales & Purchase Agreement (SPA)
  • Discuss the impact of regulation
  • Discuss how acquisitions undertaken by private equity funds differ from other acquisitions in a number of important respects
  • Understand the financing implications of the various types of acquisitions

MEET YOUR TRAINER

Our Expert Trainer has a exceptional blend of experience in Law, Corporate Banking, Investment Banking, Corporate Financial Management, General Management and Workout.

During the course of his professional experience, our Expert Trainer has consulted on a range of power generation, LNG, mining, and petrochemical projects, as well as undertaking project vetting for a number of clients. He has worked for a number of the largest financial institutions around the world in various senior finance-related roles.

He has gained a worldwide reputation for the quality and depth of his training courses which have been developed and presented over 25+ years.

Organisations that will benefit

  • Corporates
  • Banks
  • Investment Banks
  • Management consultants

Who will attend

  • Senior Management
  • Directors
  • Portfolio Managers
  • Analysts
  • Corporate Financiers
  • Credit Analysts
  • Relationship Managers
  • Auditors

COURSE AGENDA

Day 1: Fundamentals ⇓

  • Introduction
    Companies have strategies with different drivers and targets – e.g. maximisation of EPS, ROE, earnings growth, fundamental value, share price, synergy, diversification, vertical integration, horizontal integration, etc. They also have different ideas on how best to pursue it – joint ventures, contractual tie-ups, acquisitions, organic investment, consortia-based project financings. The initial session identifies the strengths and weaknesses associated with the different approaches.
  • Analysis Summary
    The session tracks through the analytical sequence of analysis, assessing value, identifying the ability to extract cashflows, deriving the debt capacity, and determining the liquidity requirements for contingencies.
  • Valuation Issues
    As will be seen, privately negotiated transactions is primarily a debate between buyer and seller on Price versus Value, followed by negotiation of the allocation of risk. So, we start by briefly reviewing the fundamentals of risk, the pricing of risk, and FCF. We look at the complications of evaluating opportunities in more difficult circumstances – emerging markets, lack of information, joint ventures, illiquidity, high leverage.

Day 2: Pricing, due diligence and private treaty ⇓

  • Pricing
    Similarly to the discussion on valuation, we assess how purchasers can determine market appetite to pricing, and the control premium that is likely to be required.
  • Due Diligence
    Once the initial commercial terms seem to be acceptable, the purchaser will be able to embark on an in-depth due diligence process. The primary focus here is on a checklist.
  • Private Treaty Acquisition and Sales – Recommended Offers
    Having agreed on the price, the focus is now on the terms &conditions of the sale – primarily governed by the Sales & Purchase Agreement (SPA). An acquisition through private treaty negotiation makes the post-acquisition integration much easier and with an increased likelihood of predictive outcomes.

Day 3: Acquisition, private equity and financing considerations ⇓

  • Acquisition of Listed Companies
    The regulation of the purchase of listed companies is jurisdictionally-specific. However, the regulation in all countries will cover such issues as permissible conduct during the period of the offer, and the responsibilities of the various advisers to the transaction.
  • Private Equity Funds
    Acquisitions undertaken by private equity funds differ from other acquisitions in a number of important respects. The method of financial analysis is different (they do not use DCF), the need to get around financial assistance laws, the special consideration re break fees, exclusivity, etc.
  • Financing Considerations – Additional Issues
    We look at the financing implications of the various types of acquisition.

For further information please call: +44 (0)1372 308547

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BROCHURE

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