Bite Size: M&A Tradecraft

Smart behaviour on the sell side - pre-sale preparation 

• What to expect - potential problems to anticipate
• Four phases to drive fast and efficient delivery
• Understand your buyers
• Why private equity may be less of an option, in 2023
• Case study: When preparation isn’t possible - being smart when faced with a private approach

Smart behaviour on the buy side - acquisition parameters

• Principles of targeting: clear objectives
• A financial framework
• Test your hypothesis: analysing synergies, integration planning and operational improvement
• Case study - progression from European to global

Soft skills: relationships and communication

• Good dialogue principles
• The value of being ‘inside the head’
• Why soft skills matter

The sell-side: going to market, driving interest and value

• Overview of process choices as regards process, documents, buyers, timetable
• Best practice in early engagement – bringing buyers to the table
• Custom sales messages, deal champions
• Maximising the quality of final offers
• How much can buyers afford to pay: Assessing potential synergies
• Deploying ‘Why pay more’ arguments (with case study) in order to maximise the value of final offers
• Post-Covid uncertainty: bridging a value gap
• Tactics to deploy, should you fear that buyer interest may be waning
• Case studies throughout

The buy-side: how to be the best buyer

• How to play – well – in a competitive auction
• How to position a bilateral approach
• Building credibility: key messages
• Why it’s not all about price; other moving parts
• Case studies: how to be a good buyer … and a terrible one

Sometimes you have to say no

• Reasons not to proceed
• Case study: [video] on failed deals

Dealing with the detail

• Why it’s important to lead – early – on the equity bridge
• Cash, debt and working capital: what really matters
• Comparing buyer and seller perspectives

A framework for bringing deals to a head

• Challenge: what really matters? How to rank/ prioritise issues
• The time and place for a Principals’ Meeting

Conclusion: the common thread in all of the above

• The market is constantly shifting … and practices change
• Art v science: Knowledge and experience breed understanding and judgement

Our trainer has worked on corporate finance and capital markets transactions for over thirty years, holding positions on the client side 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. 

He has worked at 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 and most recently, in Africa: his last transaction for KPMG was the sale of a Nigerian powdered milk business, owned by a UK/ Greek PLC, through an auction process involving the major global dairy businesses.

His courses draw deeply on case studies from transactions he has run, bringing practical examples to set alongside the theory.

• Enable practitioners with basic experience to accelerate their learning around the sale of a business to become deal managers and project leaders.
• Build awareness of tradecraft - alternatives, options in a range of situations, and best practices.
• On the sell side, understand the value of great pre-sale preparation.
• Appreciate the options open in running a sale process – and the implications of choices at each stage.
• On the buy side, learn how to conduct yourself so as to be the ‘best buyer’ in the auction, and learn why it’s not just about price!
• Grasp key value points and other commercial terms where wins and losses may ensue.
• Gain the confidence to anticipate what is ‘around the corner’ in this often-complex process.

• Immediate focus on smart behaviour at every stage of the M&A process is illustrated by real-world examples.
• Go beyond the basic M&A process, and begin to appreciate why so many processes are bespoke.
• Insight into the sale process which will guide your behaviour and sharpen your advice - in all circumstances.
• Appreciate the commercial impact of choices made.
• Conducting the orchestra: best practice in engaging with other parties and their advisers.
• Positioning to get the best outcome on value – plus certainty of delivery.
• The importance of understanding the other side’s position.
• The trainer has been involved in negotiating and closing M&A transactions for over 25 years.

It is possible to generalise about the process by which businesses are bought and sold. But in reality, the progression is rarely smooth. Just as in a game of chess, situations can evolve in many different ways, reflecting the multiplicity of choices at every stage.

Making the right choice calls for tradecraft - knowledge born of experience. Practitioners typically learn on the job, without explicit training and guidance - this course shares lessons from many years of experience which will help attendees appreciate the mindset of senior, successful dealmakers. 

It is a unique, direct and highly focused look at the components of tradecraft – making the right calls, time after time, for those running M&A deals and seeking to accelerate their learning and development.