Modelling for Mergers & Acquisitions Masterclass

Understand the Modelling of Integrated Financial Statements

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A two-day course

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Day One

M&A Analysis and Modelling

During this M&A financial modelling course, you will build a fully integrated pro forma merger model which combines financial statement analysis in mergers and acquisitions forecasts for an acquirer and target company. Practical consolidation issues are addressed. The deal analysis focuses on the m&a financing structure, pricing, earnings and credit impact of the deal. The three main ways of determining value creation for acquirer shareholders are emphasised, namely EPS accretion/ (m&a accretion dilution model), Return on Invested Capital and PV of Synergies vs. Bid Premium paid.

As a case study, we will consider the hypothetical acquisition of Adidas by Nike, and build both ‘short-form’ and ‘long form’ merger and acquisitions models. Individual exercises will be undertaken to highlight the 3 key measures of value creation:

EPS accretion/ (dilution)
Return on Invested Capital
Present Value of deal synergies vs. acquisition premium paid to target shareholders

Key topics:

Preparing the stand-alone data for the acquirer and target
Preparing key deal data
Building a flexible funding structure using a ‘sources and uses of funds’ table
Calculating deal goodwill
Accounting for a Non-Controlling interest
Enterprise Value to Equity Value bridge and deal adjustments in private M&A
Dealing with fair value adjustments to the target's net assets
Dealing with the refinancing of target's debt
Modelling fees (advisory, debt-issuance and equity-issuance)
Consolidating the m&a financial model statements of the acquirer and target
Synergies
Assessing the valuation creation potential of the deal using:
- Earnings accretion / dilution and relative P / E analysis
- Return on invested capital (ROIC) analysis
- Net present value of synergies vs. control premium
Contribution analysis m&a
Impact on credit ratios and ratings
Financial analysis of mergers and acquisitions at various prices (AVP)
Identifying the maximum offer price and a suitable financing mix

Day Two

Divestiture Analysis and Modelling

This course examines the main m&a divestiture structures available to a firm. The advantages and drawbacks of each structure are explained and their m&a balance sheet impact is analysed in detail. Excel exercises and cases are used throughout the course.

Our main case study will be the hypothetical divestiture of Primark from Associated British Foods plc. We will consider the impact on the group’s accounts under the various alternative divestment structures.

Individual exercises will be a performance to demonstrate the income statement and closing balance sheet m&a impact of each structure.

Key topics:

Overview of divestiture alternatives available to firms
- Divestiture (private sale and IPO)
- Spin off/ De-merger
- Split off
- Equity carve-out
Creating the balance sheet post-deal
- Deconsolidation process
- Calculating the gain on disposal, including tax
- Tax basis vs. book basis of investment sold
- Dealing with non-controlling interests
- Adjusting the capital structure of the business to be divested / restructured
- Proforma m&a leverage ratios
Use of sale proceeds and scenario analysis
- Operating investments (capex or business acquisitions)
- Investments in financial assets
- Repayment of debt
- Repurchase of shares
- Special dividend
- Proforma EPS analysis, including using relative P / Es

After graduating from Cambridge University in 1993, our trainer worked as an auditor with Arthur Andersen, gaining a comprehensive knowledge of corporate accounting and financial statements analysis in mergers and acquisitions. He qualified as a chartered accountant (ACA) and then worked in investment banking in the City of London, initially with HSBC and subsequently at Merrill Lynch. Throughout his time in the City, he was in a front-office role, advising companies on the M&A valuation model, financing, acquisition financial model, foreign exchange and derivatives. This breadth of practical experience together with his passion for sharing and communicating knowledge, naturally then led him towards a career in financial training.

He has worked in financial training for the last ten years and delivered training courses on accounting, merger and acquisition financial modelling, corporate finance, mergers and acquisitions valuation models and capital markets at investment banks, private equity and corporate finance firms throughout the world.

Learn how to build a standard M&A model, which analyses all the key financial issues on an M&A transaction (sufficient for pitch purposes).
Learn how to build a fully integrated M&A model, combining acquirer and target financials.
Learn how to analyse and model the pro forma financial effects of different types of disposal and the different uses of proceeds.

Our Modelling for Mergers & Acquisitions Masterclass is relevant with practical examples and illustrations from recent deals.
Our trainer has qualified as a Chartered Accountant and is well qualified to understand both the accounting and financial aspects of the workshop.
He has spent time working on building basic merger models to incorporate the financial effects of various types of transactions.

Our Modelling for Mergers & Acquisitions Masterclass is a ‘must know’ for:

M&A professionals at all levels who are already familiar with basic M&A modelling and want to refresh and develop their skills through a more in-depth analysis.
Financial Analysts seeking to develop their M&A financial modelling skills in integrating acquirer and target financial statements into a fully integrated 3-statement consolidated model.
Corporate Finance professionals who want to analyse financial modelling M&A with greater precision; by calendarizing acquirer and target financial statements and considering the impact of a stub period between the completion date and the acquirer’s financial year-end.

This two-day Modelling for Mergers & Acquisitions Masterclass will guide participants through the mechanics of modelling M&A transactions which can be used to evaluate deals, both from a buy-side and sell-side perspective (i.e. both acquisitions and divestments).