Deal Closing Skills for Corporate Financiers

• For many financial practitioners, M&A is about winning the mandate, and bringing the company to market.
• But there’s an overlooked skill in managing the latter stages of a sale process. Developing buyer interest, negotiating final offers and pulling all the details of the deal together, through to completion – the point at which the deal is closed – are all areas where value leakage can occur.
• In addition, with the majority of most M&A fees tied to a successful completion, it is vital for practitioners to have the ability to drive their deals every step of the way to closing, ensuring receipt of success fees, as well as a happy client.
• This course, therefore, focuses solely on the latter stages of the M&A process, from the perspective of a seller and their financial adviser. It begins with turning interest into final offers, and goes through all the detailed financial and commercial negotiations which feed into the terms of the definitive, legally binding sale & purchase agreement (SPA).
• This is not the SPA course, and so does not address the legal framework; it is a course to enable corporate financiers and their clients to understand how to finalise a deal ‘beyond the handshakes’.
• The trainer has been involved in negotiating and closing M&A transactions for over 25 years.

• The content will, in particular, allow practitioners with less experience to accelerate their learning around the latter stages of the M&A process, through discussion of tradecraft, case studies and best practices.
• The course focuses on a range of detailed areas, highlighting key value points and other commercial terms which are often only addressed in the final negotiation, making clear where wins and losses may ensue.
• Participants will quickly appreciate why this is not ‘something which can be left to the lawyers’.
• The core content addresses the issues which require detailed engagement from M&A practitioners right through to the point at which cash moves – and how they should remain engaged, to ensure they achieve the best deal possible for their client.

Prior to final offers: maximising financial terms

• Recap on buyer discussions to date, review information provided and extent of diligence remaining – how to choose the preferred bidder
• Assessing buyer’s position – financing and synergies – worked examples/ case studies to assess how fully they are bidding
• Deploying ‘Why pay more’ arguments (with case studies) in order to maximise the value of final offers
• What else to seek in final offers – a brief word on the lawyer’s perspective on what they seek to agree on early on
• The importance of incentivising operational managers 

Negotiating heads of agreement: reducing risk to the seller

• Why the financial adviser should lead on Heads
• Maximising competitive tension
• Key financial points to negotiate and lock in – with a case study
• Filling information gaps (where necessary) to remove potential for dispute
• Exclusivity – what does this change?
• Ways to reduce the risk of price chipping

Key soft skills at this stage of the process

• Build relationships across the deal – and carry the value of those in final negotiations
• Converting an ‘understanding’ into agreed terms
• Understanding the buyer’s strategy and motivation
• Keep on top of value drivers

Linking the financial terms of the Heads to the Sale & Purchase Agreement

• Recap of key financial provisions in the SPA
• What points can be agreed in Heads/ what has to remain open
• Overview of how can a SPA be ‘buyer friendly’ or ‘seller-friendly’

Principles of finalising the purchase price – prior to Heads and beyond – why some financial points inevitably remain open

• Cash and debt – what are the likely/ key debating points
• Setting the working capital target, with case study
• How to identify manipulation in working capital
• Pulling in due diligence findings which should go to price - examples
• Understanding ‘permitted leakage’ – what leakage goes to price (and what does not) – with case studies

Techniques for finalising the price

• The importance of ensuring a clear link between the agreed pricing and the terms of the SPA
• Completion accounts/ locked box workings – overview and comparison of key steps, key variables
• Case study – what can go wrong in a completion accounts process
• Case study – tracking the ticker in a locked box structure

What’s different about asset purchases from an M&A perspective?

• Getting the asset definition right
• Apportioning value – potential issues (e.g. tax)
• Are price adjustments appropriate, and if so what approach should be used?

Overview of some key commercial points around warranties in the SPA – what the financial adviser needs to appreciate

• Interaction with the disclosure exercise, and how this may go to financial terms
• Where an indemnity may be appropriate – Case studies
• The potential value of warranty insurance (to both parties) in heading off commercial concerns – case study

‘Confirmatory’ due diligence and how this may affect the price

• Financial adviser’s role in staying abreast of buyer’s diligence
• Advise client on potential issues and how to deal with them
• When is it time to ‘close off’ diligence? Techniques for forcing this.

Cash movement at completion – the financial advisor’s role in drawing up a funds flow

• Case studies based on actual transactions to draw out key components
• Allowing for possible last-minute changes
• Where escrows and holdbacks may affect a deal – case studies of what is reasonable
• Treatment of expense deductions
• The importance of giving clear instructions to the buyer and the lawyers

The trainer has worked on corporate finance deals and capital markets transactions for over thirty years, holding positions on the client side as well as leading advisory teams.

At the Department of Energy, he was a civil servant involved in the privatisation of British Gas, a global IPO involving a large advisory team. He also spent two years (1990-92) in the Hungarian Government privatisation agency working with many advisory firms, as the changing political environment triggered massive ownership change. He has worked in major investment banks (Swiss Bank Corporation International – now UBS - and Lazard) and also co-founded a successful M&A advisory boutique firm. In 2021 he retired from KPMG, where he spent 13 years in the firm’s global M&A business, based in Scotland.

His experience combines a broad range of M&A and equity transactions in North and Central America, Asia Pacific, and all the major European countries, plus, most recently, in Africa. His courses draw deeply on case studies from transactions he has run, bringing practical examples to set alongside the theory.

M&A transaction fees are famously back-ended, with 90% and sometimes 100% contingent on successful completion. Add to this that M&A processes are only rarely straightforward, and represent a big and (often) one-time decision for one or both parties: buyer and seller.

Closing deals is therefore not straightforward. Yet financial advisory houses still consider origination as the holy grail, with business winners treated as rainmakers, and those tasked with delivery seen as water-carriers.

This course aims to give full exposure to the skills and tradecraft needed to become a practitioner who consistently closes deals. Starting in the middle of a typical sale process, with established interest but ahead of final offers, the course covers every skill and negotiating point relevant to ‘bringing the deal home’. It addresses how to drive business value and negotiate the fine detail of equity value, including completion accounts and locked box pricing. It focuses on all the necessary soft skills aimed at both maximising buyer interest, and in carrying all parties to the transaction process forward, bringing due diligence to a head. There is a specific focus on how to choose a preferred bidder and lock in key terms via Heads of Agreement. Lastly there is a section to help understand the areas of the SPA which can cause commercial dispute (or be used to solve differences), and on how financial advisers can best interact with the lawyers as the SPA is finalised.

Above all it gives participants greater control over the latter part of any sale process they are managing, making them better at Closing the Deal.