الأهداف
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?
الخطوط العريضة
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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
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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
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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
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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
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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
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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
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من ينبغى أن يحضر
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.
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