Corporate Finance, Strategy and the Economics of M&A 

• The decisions that create shareholder value
• Investment, financing, payback and risk management
• Managers’ vs shareholders’ vs lenders' interests: the agency problem
• Why M&A drives the market for corporate control
• Mergers and acquisitions: when do they make sense?
• The distinguishing features of successful and unsuccessful deals
• Research evidence on which mergers add value, and which destroy value
• The four sources of acquisition value

Evaluating Acquisitions, and Undertaking Due Diligence 

• What are the target's value-drivers?
• Required performance improvements embedded in acquisition premiums
• Competitive conditions that must drive valuations
• What due diligence can reveal – and what it cannot
• The winner’s curse and morning-after woes

Valuation for Mergers and Acquisitions 

• Asset-based and balance-sheet approaches
• Market valuea approaches
• Multiples and comparables
• Enterprise value and EBITDA
• Establishing required rates of return
• Free cash flows to equity
• Free cash flows to firm
• Dividend- and cashflow-discount models
• Real option approach
• Distress situations
• Blank-check acquisition companies
• Break-up valuation
• Synergy analysis
• Sensitivity analysis

Negotiating the Terms of a Merger

• Role of investment bankers and other advisors
• Developing a negotiating stance
• Understanding sellers' goals and constraints
• Dealing with defensive strategies: poison pills and other devices
• Dealing with rival bidders
• Dealing with private owners
• Structuring the deal: How much should we pay? How should we pay?
• The proposed basic Term Sheet
• Keep the romance alive during due diligence and while you secure Financing
• Closing the deal

Divestitures

• Post-acquisition divestitures
• Measuring and managing break-up value
• Application: John Deere - Breakup Value
• Taxable and tax-free corporate breakups
• Before-and-after divestiture analysis

Acquisition finance

• Finding the optimal capital structure: debt, equity or mezzanine?
• Capital structure  considerations
• Case study: Photonics. Financing acquisitions at a technology company
• Senior secured bank Financing
• Asset-based Finance
• Bridge Financing
• Second-lien and PIK notes
• Subordinated seller notes
• Mezzanine debt
• Refinancing strategies
• High-yield bonds
• Private equity sources

Leveraged Buy-Outs

• The different approaches of financial vs strategic buyers
• The leverage effect
• How to structure and price the leverage for an acquisition or buyout
• Focus: synthetic ratings and debt pricing
• Focus: mezzanine and private equity Finance
• Management vs outside equity
• Valuation in LBOs: “The VC Method”
• Paydown and exit analysis