M&A Fundamentals

2 Part Course | Learn how to structure, model and deliver a value-enhancing M&A deal

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A one-day course presented over two-half days in a virtual class from 9:30am to 1:00pm UK time

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Download: Course Outline

Part One

Introduction to M&A

What M&A is and why it happens. M&A as means to an end. M&A and the corporate mission misalignment. Agency risk and shareholders’ interests in M&A.
What M&A value creation is. How often it is achieved.
8 types of value which must be taken into account in M&A.
Main financial and accounting concepts to understand an M&A deal: SPAs, ESOPs, CIMs, PPAs, Lock-box, Holdbacks, Earn-outs…
A T2V simulation introduces participants to the concept of M&A through a dynamic visualization of agency risks, shareholder interests, and value creation. This feature helps demystify complex relationships and presents a clear narrative of how M&A fits into corporate missions.

*Subject to live ChatGPT4 availability.

M&A process (I)

Stakeholder. Internal, external. Players and their role. Conflicts of interest in M&A. Independent advisors vs brokers and investment banks.
Overview of the end-to-end process. Open, Sealed, Staggered or negotiated deDeal perimeters: Buyout, Spin-offs, Carve-outs, P2Ps.
Planning a deal analysis. Setting the record straight with management. Iterating analysis and deal generation.
Sourcing the deal. Internal vs external. Pros and cons. Confidentiality issues. Choosing the right size team for each step of the process.
Approach to valuation for listed and non-listed companies.
Organising an appropriate due diligence – a key step to a successful deal. VDRs vs face-to-face.
Participants engage in T2S audio files to identify mappings of stakeholders and deal structures, such as carve-outs and spin-offs. This approach simplifies understanding of the end-to-end process, including sourcing deals and due diligence, by presenting layered, interactive visuals

M&A process (II)

The Confidential Information Memorandum (CIM) and the Teaser. Forever marketing documents. Seeing through the pitch. Financial focus. Pre due-diligence process.
Letter of Intent. Managing time and resources internally. Managing the Exco vs deal fundamentals.
The Share Purchase Agreement: Definitions. Reps and warrants, Covenants, Conditions precedent. SPA risks: Inaccuracy, non-disclosure, regulatory hurdles, post-closing disputes. Minority rights and obligations. Tag along/drag along.
Closing mechanisms as means to reduce transaction risk: Locked box vs completion explained. Analysis of their pros and cons. The equity bridge: Issues and calculations.
Funding the transaction. The role of investment banks and commitment letters. Conflict of interest. Management overreliance and drawbacks. Dependence of deals on market conditions. Consequences of the yield curve in M&A flow. Recent experience.
Post-merger integration. Execution timings, internal and external comms.
Pitfalls in M&A. Case studies of M&A gone badly wrong.

Part Two

Structuring and funding

Merger of equals vs asymmetrical mergers.
The importance of getting the structure right. Case studies of mis-selling the structure.
Stock sales vs Asset sales vs Mergers. Seller’s preference vs Buyer’s preference.
Rationale, pros and cons of each approach.
Introduction to M&A funding: RCF, Term loans, Senior, Syndicated, High Yield, Convertibles, Preference shares, Unitranche.

Due diligence (DD)

Operational DD. Corporate process and procedures. Time allocation. Case study of (UK and US) mergers gone wrong due to operational DD failures.
Financial DD. Case study: Autonomy sale to HP.
HR DD. Calculating severance and retention impact on valuation.
Legal DD. Identifying the most expensive risks to the transaction.
Using AI tools for advanced due diligence scanning.
AI-powered T2S tools enhance participants' ability to process due diligence outcomes. Participants experiment with prompt techniques to make the most of current LLM technology in scenarios where legal, financial, and operational risks are discussed, allowing them to practice identifying DD issues.

M&A modelling*

Valuing the company. Intrinsic and extrinsic methodologies. Public vs non-public companies.
Building a merger model. Pre and post due diligence considerations. Modelling independence vs management pressure.
Modelling cost of equity advantages
Assessing relative multiples as the main driver to value creation. Pitfalls.
Synergies: Identifying the different types. Synergies vs cost savings. Pricing in synergies in line with market standards. Marketing synergies - institutional investor’s interpretation and their potential share price consequences. Revenue synergies. Negative synergies.
Modelling for goodwill and badwill. Recent examples of impacts and write-downs
Understanding equity vs cash deals impact on valuations
Introduction to waterfall funding modelling
Sensitivity analyses. Testing for critical M&A drivers. Intrinsic vs extrinsic valuation benchmarks.
Case study: Selecting and merging companies based on value creation

* This module will be Excel based to a large extent. A previous knowledge of spreadsheets is recommended to follow this session.

M&A competition and associated transactions

Corporates vs private equity bidders. Motivational differences and deal dynamics.
M&A deal engines: SPACs boom and bust
IPOs
Case study: When private equities overtake corporates in M&A

The trainer is an independent consultant providing online finance Higher Ed and Executive Education (Corporate Finance, Accounting, Private Equity)
Financial Services Executive with over 25 years of experience in investment banking, wholesale and retail banking specialising in capital markets, risk oversight, compliance and regulation
Former Deputy Chief Financial Officer in a US$>200bn international financial institution
Former Executive in the UK’s sixth largest retail bank
Former Equity Research Analyst at Citigroup, covering for 7 years institutional investors globally in a top-rated team
Former Senior representative with financial regulators (ECB, PRA, FCA, FED) and the IMF. Senior representative at the World Bank/IIF annual meetings
Experienced advisor in M&A and capital markets programmes; has led deals with top private equity firms and real estate investors including IPOs, buyouts, P2Ps, spin-offs and carve outs
Along his career has presented >7,500 hours of financial and capital markets content to a broad range of financial stakeholders worldwide
Since 2014 has been a contributor to world leading universities and business schools including IE Business School, LSE, The University of Chicago, UNAV (IESE)and ESADE in both undergraduate, MBA and professional education programmes
Experienced face-to-face and online instructor (experienced in multiple LMS). Currently under contract with US and Singapore based OPMs
The trainer makes financially complex concepts simple and accessible by adapting the jargon to the audience’s background
An experienced international professional(speaks 5 languages and has dual nationality) he is accustomed to and enjoys rich cultural and diverse environments. On an ongoing basis he has students and professionals from more than 15 different countries including from EMEA, APAC and The Americas
Courses are delivered in English and Spanish

Understand the M&A process and the most critical aspects which determine value creation
Develop a fundamental approach to analysing M&A deals
Learn how to use the main tools and models as done by corporates, investment bankers and investors
Be able to identify the main risks in a transaction and decide whether it should be pursued or aborted
Be able to discern between real and apparent value creation
Learn how to present, argue and defend an M&A deal to senior management and board of directors

Delivered by a professional with extensive hands-on experience in international M&A including carve-outs, spin-offs, P2Ps and IPOs in Europe and the US.
AI-driven video and audio simulations which replicate life-like situations allow participants to immerse themselves in the subject matter realistically
Easy step-by-step approach to modelling, combining theoretical and practical aspects of M&A.
Analysis of real life cases, identifying best and worst practices in value creation.
End-to-end M&A process review, including documentation, valuation, modelling and presentation.
Introduction to AI-assisted M&A process*

The M&A fundamentals course covers the end-to-end process of M&A activity. It makes extensive use of practical tools to understand how deals are structured and executed and provides the knowledge to assess merger transactions based on their value creation merit.

There is intensive use of Excel spreadsheets and case studies. The course which is run online makes use of multiple engagement and interaction tools to ensure a thorough understanding of this interesting subject.

The course had vast content with a very well-structured and prepared pack. The instructor is also very knowledgeable and gives a great deal of insight from his own experience.
This was the best training I have attended. Real-life examples, showing calculations made many concepts click in my head that hadn't been clear before.
This course was helpful in getting an overview of the end-to-end M&A process.
I got a very good overview of the entire M&A process.
The case study materials sent before the lessons seemed quite daunting, but going through it in this course made it really clear and practical to learn a lot about M&A concepts. An overall well-rounded introduction to M&A, which will definitely help me in my career shift as I go into investment banking.
Thought it was a fantastic course. Very helpful in understanding the E2E M&A process. I will use this information to help me with client conversations and generally understanding the banking/investment side which I don't deal with as much.
Engaging facilitator.
Fantastic course with real-life examples and really comprehensive material.
Very informative content was delivered very clearly by the trainer. Real-life examples really help to illustrate the content we covered.
The course provided a great grounding of the M&A process, which I will apply contextually across day-to-day project work.
I thought it would be more rudimentary. I was pleasantly surprised to know it was detailed and covered a lot of tricky concepts. Very interactive class. I enjoyed thinking independently and then learning where I went wrong or right.
A very good introduction to m&a, covering the full process and really focusing on the key concepts. It was clear that the trainer had a wealth of knowledge in the sector, he was able to answer all questions offering balanced and clear explanations.
The trainer was extremely informative, patient and articulate. I appreciated that he used a variety of learning styles to illustrate his points, particularly during the more complex concepts.
Negotiation skills will be very useful as will the modelling techniques.
Phenomenal instructor. Eloquent and able to teach really well!
Really enjoyed this, Albert was great and engaging!
The course gave me a better understanding of the end-to-end M&A process and the importance of shareholder value creation.