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Best Practice Tradecraft in M&A Transactions

Name: Best Practice Tradecraft in M&A Transactions
Availability: InStock

This course combines the key messages from Redcliffe’s popular and well-established courses, How to Sell a Business and How to Buy a Business, giving a unique perspective on M&A tactics from both sides of a transaction

The Gherkin Building blending innovation and eco-friendly features

A one-day course presented over two-half days in a virtual class

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In-house pricing available – often more cost-effective for teams of 10+

Download: Course Outline

Part One: Sell-side best practice

Why businesses are sold … and how

Why trade sales are the most common choice
Key questions for sellers to understand

The adviser’s role

What a good adviser will add

The importance of good preparation

Even the best businesses benefit from preparation – why?
Testing readiness for the demands of the sales process
How good preparation goes to value and execution
Contingency planning and stakeholder management
Case study: ‘Managing’ without preparation
Case study: the consequences of poor preparation

Valuation basics

The principles and main methods of business valuation …
… and why valuation tends to come back to EV: EBITDA multiples
Sourcing multiples
The ‘bridge’ from EV to equity
Why should the seller should lead on every aspect of value

The sale process: fundamentals and choices

Generic M&A process overview
What’s fixed and what can be flexed
Principles of information flow
Key selling documents: teaser and Information Memorandum
Customised sales messages for each buyer
Expectations for indicative and final offers
Case study: a classic process
Case study: a bespoke process

Due diligence from the seller’s perspective

Diligence in the M&A process
Contrasting buyer-led and vendor-initiated due diligence
The potential breadth of due diligence: the common areas, and those less often considered
How due diligence findings can affect a deal
Interaction with warranties in the SPA and the disclosure letter

Seller’s tactics for driving the price

Bespoke sales messages to each buyer: selling the combination as well as the target
Controlling the process, setting the rules and deadlines
Presenting EBITDA with appropriate adjustments to maximise value
The place and time for the ‘Why pay more’ communication
A framework for resolving issues and crystallising a deal
Case study: an auction which drove the price up 70%

Heads of agreement

Time, place and purpose
What good Heads look like

Finalising the price – cash, debt and working capital

The seller’s perspective on the equity bridge
Choosing the reference balance sheet
Permitted leakage
Where to expect buyer challenges
Locked box – where it may (and may not) be appropriate

Part Two: Buy-side best practice

Why buy? Exploring buyer motives and ambitions

Acquisitions and corporate strategy
Types of transaction: Defining objectives
Research and targeting
The goal is not growth but value creation …
… how is this measured? Explanation of RoIC-WACC

Do buyers need an adviser?

Exploring what an adviser can add
Case study: successful expansion through M&A – from Europe to Global

Valuation from the buyer’s perspective

Debating points
Synergies
Cost savings and calculating ‘day 1 EBITDA’
Assessing the impact on the buyer’s P&L … and their own valuation
Earn-outs: a way of bridging a value gap

Tactics in an auction bid process

How to ‘play well’: becoming someone to do business with
Working with limited information
Presenting your indicative offer
Approaches to a negotiation
Case study – how not to do it

Making a pre-emptive approach (outside a formal process)

How to position a bilateral approach
Being fully prepared – questions and challenges to anticipate
Making the approach
Building credibility: key messages
Identify and address all stakeholders
Case study – successful engagement

Tax structuring

Overview of key issues

Buying from the administrator, or in a distressed situation

Issues likely to arise

Due diligence

Buyer’s perspective
Checklists/ key principles
Good (and not so good) practice: avoiding ‘confirmation bias’
Managing and coordinating diligence streams
‘Post-deal’ due diligence: a potentially valuable service
Case studies: lessons from some famously bad deals

Finalising the price: buyer’s perspective

Debating points on cash and debt
Dealing with transaction costs and ‘leakage’
Where to challenge the seller on the working capital benchmark
Completion accounts – problems to head off
Completion accounts and locked box comparison …
… and why the outcome on price should be identical

SPA: The legal framework – key commercial matters for buyers (and sellers)

Defining the transaction
Warranties and disclosure; interaction with due diligence
Warranty limitations: time, givers, value thresholds
The true value of warranties
The place of buyer protections: escrows/ retentions, indemnities and a MAC clause
Warranty insurance – a tool for both parties

At Redcliffe Training, our 'Best Practice in M&A Transactions' course leader has worked on corporate finance and capital markets transactions for over thirty years, whilst holding client-side positions and 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 worked for two years (1990-92) in the Hungarian Government privatisation agency, collaborating with numerous advisory firms, as the changing political environment triggered massive ownership change.

Our business selling training leader has worked at major investment banks, including Swiss Bank Corporation International, now UBS, and Lazard. Additionally, he co-founded a successful M&A advisory boutique firm. This trainer retired from KPMG in 2021, having spent 13 years at 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 and most recently, Africa. His courses draw deeply on case studies from transactions he has run, bringing practical examples to set alongside the theory.

Build confidence and understanding of every aspect of M&A transactions
Insight into what bringing a business to market entails and what to expect once the process commences
Help principals and their advisers appreciate the complex issues and choices involved in buying and selling a business
Detailed focus on the transaction process and the choices at every stage
Due diligence investigation, valuing a target, and how to complete a deal
The content will allow practitioners with less experience to accelerate their learning of the M&A process, through discussion of tradecraft, case studies and best practices
Ultimately, it is a walk-through of every aspect of buying and selling – a practical guide to identifying and successfully negotiating M&A deals

Our Best Practice in M&A course is a ‘must know’ for anyone likely to be involved in buying or selling a business, as an adviser or principal, and wishing to build their ability to execute M&A transactions, including:

M&A professionals in investment banks, boutique advisory businesses, and the corporate finance arms of accountancy firms
Corporate business development teams, where acquisition is a key part of their strategy
Owner-managers of successful businesses, considering expansion by acquisition
Private equity professionals

And a ‘nice to know’ for:

Legal and other advisers involved in the M&A process, who are seeking a better understanding of how principals and their financial advisers initiate deals and negotiate terms

Our Best Practice in M&A training course is especially beneficial to those with some experience of the acquisition process who want to accelerate their understanding of what drives successful deals, as well as lessons in tradecraft and different ways to approach a potential target to buy the company.

For a private session, the course material can be refined to meet the specific needs of the client, including whether they are a business owner contemplating a sale, a company looking to make acquisitions, or an advisory firm building its M&A practice.

M&A is widely practised but not always well understood; many have a basic understanding of what a deal entails but lack insight into the details, the choices at every stage, and the nature of the work involved.

Transactions are a high-stakes business for both parties. Successful consummation is a landmark event for both parties. However, deals are frequently time-consuming, and the costs of failure are high.

A key theme in the course material is therefore around how sellers and buyers can ensure that they are truly prepared to commit to a transaction process. The bulk of the material is then around choices, behaviours and objectives at each stage of the process itself. This is supported by reference material to underpin value discussions and due diligence investigations. Lastly, the material focuses on all the details around closing a transaction, including the commercial aspects of the main legal documents.

Tools to help the parties resolve difficult issues are highlighted throughout.

Best Practice in M&A is a practical guide to all aspects of the M&A process and will be useful to anyone building a career in M&A, whether as an adviser or client.

Thanks to the lecturer, great content with a lot of experience.
Really useful tips using the trainer's experience. Case studies really help tie all the material together. It has given me a roadmap (structure) to think about any deal in the future.
Having recently joined my firm's corporate transactions team, the course was excellent in providing me with a good overview of sale and buy-related transactions. With sale mandates being the majority of our transactional work, I appreciated the various tips, experience and 'tradecraft' shared by Leighton.
The concepts shared in this course will immediately shape the design of my own advisory frameworks. The clarity Leighton brought to valuation logic, buyer psychology, deal flow sequencing, and financial artefacts directly influences how I structure diagnostics, readiness assessments, and advisory pathways for founder-led businesses. The course has already elevated the sophistication of my M&A thinking, and I will be integrating these principles into all future client engagements.

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(min. 50 participants)