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How to Buy a Business

Learn about the key M&A issues involved in buying a business – and in making a success of the deal

FCA Compliant Complaints Handling Online Training

A half-day business buying course

Why Buy a Business? Explore Rationales and Intent

  • We begin this business buying training with acquisitions in the corporate evolutionary cycle
  • Short, medium and long-term objectives
  • Transaction drivers
  • Types of acquisition
  • Clear objectives: The importance of being direct about what an acquisition is intended to achieve, strategically and:
    • In terms of value creation
  • RoIC – WACC: a framework for measuring value creation

Should You Hire an Adviser?

  • What a good adviser can add
  • Questions to ‘test’ candidates

Acquisition Search/Target Screening – Principles

  • Clear basic parameters (e.g. size)
  • Defined objective (market, product etc)
  • Specific criteria
  • Letting the market know your parameters
  • Desk research and what an adviser can add
  • Finally, we'll identify key decision-makers
  • Case study: successful acquisition strategy – European to Global

Valuing the Target: Basics

  • In this section of our business buying masterclass, we investigate the principles of valuation:
    • Assets
    • Earnings
    • Market
  • Why valuation tends to come back to EV: EBITDA
  • Understand where the target value is likely to lie – reference points/ comparables, etc
  • Buy-side focus: synergies and cost savings – EBITDA under new ownership
  • A sense-check: impact on multiples/ EPS

Tactics in an Auction Bid Process

  • How to ‘play well’
  • 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
  • Participants will identify and address all stakeholders during this business buying course
  • Case study – successful engagement

Tax Structuring

  • Overview of key issues

Buying From an Administrator or in a Distressed Situation: Special Characteristics & Due Diligence on the Buy Side

  • Managing your diligence process
  • Diligence on what? Areas which are often neglected or overlooked
  • Forward-looking diligence streams which add value; synergies, integration, operational
  • A framework for dealing with due diligence discoveries

Earn-Outs: Bridging Headline Differences on Value

Case studies/ discussion – lessons from deals that did not work out

Heads of Agreement and Exclusivity

  • What should go into Heads?
  • What does exclusivity signify and what does it take to get there?

Cash, Debt and Working Capital: Buyer Perspective on the Equity Bridge and Completion Mechanisms

  • Issues in defining cash and debt
  • Approaches to setting the working capital benchmark
  • When a locked box (seller-friendly) may be appropriate/should be accepted

Business Buying Masterclass: Legal Overview – What Buyers Should Look For

  • Warranties and their limitations (as a protection) and true utility
  • Disclosure letter – interaction with due diligence and deal terms
  • Buyer protection: Escrow, retention
  • Finally, this How to Buy a Business training evaluates when indemnities are appropriate
  • MAC protection

How to Buy a Business training is delivered by an expert who has worked in corporate finance and equity capital markets for over thirty years. Throughout this impressive three-decade-long career, he has completed transactions for clients from over thirty European countries, the Americas, and Asia Pacific countries. Most recently, he spent twelve years with the corporate finance arm of a Big Four firm, specialising in mid-market M&A transactions, working with SMEs in the UK across a range of M&A deals.

With a solid and successful background in the financial services industry, our leading masterclass specialist is expertly qualified for delivery.

  • Business buying courses at Redcliffe Training build confidence helping create shareholder value through the pursuit of a successful M&A strategy
  • Helps principals and their advisers appreciate the complex issues involved in acquiring a business, through a focus on risk and return, the acquisition process, investigation and valuing a target, and how to approach a target
  • Content allows practitioners with less experience to accelerate their learning of the buy-side role, through discussion of tradecraft, case studies and best practices
  • Sessions highlight risk and how to mitigate it; buyers overpaying, or using inappropriate financing methods, can trigger the destruction of value and in some cases financial distress
  • Whilst training is on transactions, our How to Buy a Business training course introduces best practices regarding post-deal planning and how to help ensure a successful acquisition
  • Ultimately, sessions provide a walk-through of all aspects attached to buying a business; a practical guide to identifying and successfully negotiating acquisitions

  • Business buying training at Redcliffe embraces both the theory and practice of acquisition
  • Training provides an insightful journey, from the search and initial approach to closing a deal and the issues involved in finalising terms
  • Best-practice tradecraft in all types of buy-side situations is covered in our sessions
  • A full discussion of how to define success; and risks to address
  • Participants will become aware of the inclusion of where value lies
  • We’ll cover and you’ll become familiar with the ‘soft side’ of acquisitions and the interests of all stakeholders; how to make your bid the most attractive when purchasing an existing business
  • Business buying courses are specialist led by an expert involved in negotiating and closing M&A transactions for over 25 years

Presented by Redcliffe Training, this How to Buy a Business course is a ‘must know’ for anyone likely to be involved in the purchase process as an adviser or principal and wishes to build their understanding of how to succeed in acquiring companies or supporting the process. This includes:
  • M&A professionals in investment banks, boutique advisory businesses and the corporate finance arms of accountancy firms
  • Corporate business development teams where acquisition is key within their strategy
  • Owner-managers of a successful business, considering expansion by acquisition
  • Private equity professionals
This training is ‘nice to know’ for:
  • Legal and other advisers will hugely benefit from this session. Business buying training is ideally suited to those involved in the M&A process, seeking a better understanding of how principals and their financial advisers initiate deals and negotiate terms

This dedicated masterclass is especially beneficial to those with some experience in 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.

Business buying courses at Redcliffe Training have been carefully designed to include the information participants require in navigating successful acquisitions. Led by an industry expert with over 25 years of experience, attendees are in highly capable and knowledgeable hands.

Creating shareholder value through the pursuit of a successful M&A strategy is widely practised, but certainly not risk-free. Buyers overpaying or using inappropriate financing methods can destroy value and, in some cases, trigger financial distress and the implosion of their own business.

Training, therefore, starts with a focus on how to create value through M&A, with a simple framework for assessing acquisition opportunities. There is also a section on how to plan and make sure an acquisition is successful during business buying courses.

The course then covers tradecraft around approaching acquisition targets, whether through widely marketed processes or ‘off market’, with a focus on best practices in each case, and the importance of being a ‘good buyer’ in all circumstances. In addition, our course contains a valuation primer and guidance on final pricing.

Sessions provide a practical guide to all aspects of the M&A process and will be useful to anyone on the buy-side process in M&A, whether as an adviser or client.
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