CATEGORY TYPE: Finance & Accounting

COURSE NAME:Mergers & Acquisitions - Financial


UPCOMING EVENTS


START DATE END DATE CITY/COUNTRY PRICE Request
This course can be scheduled at your convenience, to request this course please click here
INTRODUCTION:

This course uses an analytical framework and real-world applications to introduce the key principles and techniques of successful mergers, acquisitions,  divestitures and leveraged buyouts. It addresses crucial questions including: Why do mergers that looked great on paper fail in reality? How does one value companies acquiring, or being acquired? What is the best negotiation strategy? What does it take to make the "synergy" come to life? How can a merger be funded in such a way as to retain the merged entity's flexibility? When do leveraged buy-outs make sense, and how can they be financed? 

OBJECTIVES:

One goal for students is to develop a critical appreciation of the key finance criteria in a proposed acquisition, so as to grasp the main strengths and risks of the company's strategic and financial alternatives.

 NEW SKILLS YOU WILL LEARN

  • How should a target company be valued? How does the method of valuation affect the availability of funds from banks, institutional investors and private equity investors?
  • How can one assess the potential gains from an acquisition? How dependable are these projections, from an investor's viewpoint?
  • What are the key features of due diligence?
  • How much money is needed for the transaction, including fees and restructuring costs?
  • When should a company divest? What are the alternative ways of divesting a business?
  • What are the key terms and conditions, covenants and pricing, of different sources of acquisition finance, including subordinated notes, mezzanine finance and high yield bonds?
  • What are the essential features of leveraged buyouts? How can one structure the financing of an LBO to raise the funds needed without losing control?

 

OUTLINE:

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
WHO SHOULD ATTEND:

This Course is for technical professionals with direct financial responsibilities how have :

  • Bachelor's or graduate degree in a related field, such as finance, business, accounting, statistics, or economics.
  • An understanding of statistics, economics, and business is essential, and knowledge of
  • Accounting policies and procedures,
  • Corporate budgeting,
  • And financial analysis methods is recommended.
DURATION:
    • 5 Day(s)
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