Introduction to Financial Issues in Stock Purchase Agreements - USA

• Be introduced to how to set a target net asset value and understand the positives and the negatives of the underlying policies, estimates and uncertainties
• Get an overview of what is meant by “debt-free, cash-free” and why it is important
• Have explained to them what is meant by working capital and how to calculate working capital needs
• Master the principles of locked box agreements
• Gain an understanding of why and where earn-outs are best used and their advantages and disadvantages

The initial steps

• Setting the target Net Asset Value and understanding the main influences on price
• The importance of the GAAP accounts and transactions in the critical window to completion
• Completion accounts – why they are necessary and what they can and should achieve
• What pricing options work best? Based on completion values or using a locked box structure
• Policies, estimates and uncertainties – understanding the positives and the negatives
• Case study – assessment of typical accounting and financial policies and consideration of what could be used to your advantage and disadvantage. The case study will consider contentious issues such as contingencies and provisions, financial instruments and impairments.

Debt-free cash free

• What is meant by debt-free cash-free and why it is important
• Reconciling the net proceeds amount
• What is meant by cash, cash equivalents and debt?
• Cash v non-cash transactions – how and why to tell them apart
• Some contentious matters – invoice financing and the increasing use of fair values (net present values)
• Case study – examination of a typical balance sheet and consideration of what should be included as debt and what should not. This exercise will introduce issues such as invoice financing arrangements, non-controlling interests, preferred stock and compound financial arrangements (convertibles)

Working capital

• What is meant by working capital
• What should be included and when is it significant – what types of business and industry
• Calculating working capital needs
• Cash movement restrictions
• Timing the transaction to maximise the advantage – the window dressing opportunities
• Case study – calculating working capital requirements and identifying the fundamental uncertainties – how could these be used for or against you?

Locked box agreements

• What is a locked box provision and how does it work?
• Why do such agreements exist compared to the traditional structures used?
• What are the likely problem areas and what protections should be put in place?

Earn-outs

• Why used and when are these best used?
• Typical performance indicators and measures
• Final exercise (if time) – how to mark up a typical SPA

The trainer qualified as a Chartered Accountant in 1987 with a six-partner firm, Gilberts, following completion of an accountancy foundation course. In the same year, he joined Binder Hamlyn to work in their Business Development Group.

In 1990 he joined a major training company to work as a trainer on their accountancy exam courses. During the next four years he taught auditing, financial reporting and taxation for ACA, ACCA, CIMA and AAT exams, he also taught the ACA multi-disciplinary case study. He mainly taught on full-time courses organised for Deloitte, PWC and EY; he was also personally responsible for the ACA final level auditing paper.

In 1993 he became a director of post-examination CPD training for accountants. He was also responsible for financial training programmes for non-accountants especially solicitors. Around this time, he also started training in International Accounting Standards initially for Ernst & Young’s non-UK based professional staff in Europe.

Since 1998 he has been training on a freelance basis, concentrating on financial training for both accountants and non-accountants. The trainer also specialises in training on IFRS and US accounting standards and has presented on both subjects throughout Europe for the past 20 years. He has considerable experience in presenting training on the following topics:

• Accounting for financial instruments and insurance contracts
• IFRS reporting issues for energy and pharmaceutical businesses
• Completion accounts and the role of financial standards in corporate finance transactions
• Accounting for business combinations – mergers, acquisitions and all joint and special purpose arrangements.

This course is designed to help attendees understand and deal effectively with the financial issues arising from sale and purchase agreements. The course will be especially useful for company executives and accounts and finance staff who will need to appreciate how the planned transaction may affect them and their work. The content will also be useful for lawyers who need to work with reporting accountants to try and get the deal completed successfully. It may also be useful for the reporting accountant to better appreciate the concerns of the lawyers? It will help all attendees to prepare for discussions and negotiations around working capital and completion accounts. Cash-free debt-free transactions, earn-out agreements and the option to apply locked box provisions.

The course will also consider some of the key current issues such as the impact of the new GAAP requirements on revenue recognition and leasing and the full impact of fair value accounting on sale and purchase negotiations. The course will help participants to add value to the transaction.

The course is designed to be highly practical and will include case studies that will reflect the actual sale and purchase process including the most common contentious areas.