2 Part Course  | 
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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

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…

M&A process (I)

  • 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 deals.
  • Deal 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.

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.
  • 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 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.

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 M&A experience.
  • Utilising online tools to maximise engagement and understanding of the subjects.
  • 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.

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 will be 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 a 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.
Number of places:
Part 1

£ 695.00

Number of places:
Part 2

£ 695.00

Discounts available:
Virtual Class

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  • 3 places at 40% less
  • 4 places at 50% less
  • 5 places at 55% less
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