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M&A Fundamentals

2 Part Course  |  Understanding How Successful Deals Are Done In Practice

M&A Fundamentals Training Course

A one-day course presented in two half-day live webinars

  • Delivered online to maximise use of time
  • Flexible in terms of delivery
  • Understanding M&A from a practitioner’s viewpoint
  • Practical examples of real M&A transactions
  • Combining theory and practice in M&A
  • A comprehensive review of the M&A process

  • Understand current M&A market structure and drivers
  • Identify key features of M&A transactions
  • Review documentation requirements
  • Due diligence process for M&A
  • Valuation techniques for M&A targets
  • Structuring of the financial transaction
  • Consider hostile bid tactics
  • Closing process for the M&A deal

Part One

Background to M&A

  • What does the market for M&A look like?
  • What is the sector focus?
  • Why does M&A happen?
    • Commercial rationale for M&A
    • Other reasons
  • Sources of synergies
    • What should you be most sceptical about?
    • Traps for the unwary
    • Decomposing hockey sticks
  • Examples of synergies
    • Big issues when businesses merge
    • Making sure systems and practices converge
  • Issues and problems specific to particular industries
    • e.g. telecoms
  • Case study considering a recent M&A transaction 

Process, parties and acquisition documentation

  • Deal process and role
    • What are the key roles in the process?
    • How do they compare? g. corporate sponsor, advisory roles, financial institution
    • What are the various parties most interested in and worried about?
  • Acquisition agreements
    • Key documents in acquisitions
    • Buy out of the target
    • Key protections for equity providers
    • What if the business struggles?
    • How is the decision made to sell?
    • What if a key manager leaves?
    • When is a minority stake not a minority stake?
    • Debt facilities
  • Examples of key documentation 

Effective planning and process flow

  • Identifying suitable targets
  • Importance of due diligence procedures
  • Commercial due diligence to assess strategic and competitive position
  • Financial due diligence of reported results and operations
  • Legal implications of warranties, claims or litigation
  • Review of management structure and employee-related issues
  • M&A deal structure
    • asset purchase, earn out, consideration adjustments
  • Analysing the target’s ability to compete in its market
  • Testing the credibility of the target’s projected results
  • Assessing the risks to the target’s operations
  • Tracking cash and revenue movements 

Managing the due diligence process

  • A legal structure review, including tax liabilities, employee disagreements, class
  • action suits, or other pending litigation The Technology M&A Guidebook
  • A review of ownership and capitalisation structure
  • A general breakdown of the customer base
  • A review of intellectual property rights, including trademarks, patents, and other areas of unique and intrinsic value
  • Outstanding liens that are guaranteed by the company and/or its owners
  • Technology evaluation that includes development tools, cycles, processes, and personnel
    • Key-value areas should be highlighted and evaluated in light of acquisition goals
  • Financial statement reviews for the prior three to five years, including the minutes of board meetings and other documents
  • Annual reports and required filings for any publicly-traded company
  • Case study: analysing corporate financial data 

Commercial corporate due diligence

  • Review of the targets business plan and predictions
    • How realistic are these targets?
    • How achievable is the business plan?
  • Research and assessment of the market
    • Where is the target positioned within the market?
    • Where is the market heading? How could this affect the value of the target company?
    • What are the trends in the market?
  • Analysis of competitors and customer base
    • Who are the strongest and weakest competitors?
    • How does the target perform against its competitors?
    • What is its customer profile?
  • Case study: conducting commercial due diligence on a potential corporate acquisition 

How these perspectives relate/lead to alternative deal structures

  • Earn-out structures – problems encountered in these structures
  • Share sale
  • Asset sale
  • Auctions
  • IPO process (and relevant markets)
  • MBO/IBO
  • SPACs and the increased use of this structure

Part Two

Valuation of the M&A target

  • Integrating strategic implications of the company
  • Important concepts of risk and growth assumptions
  • DCF based approaches to valuation
  • Sales and asset multiples
  • Cash multiples and EBITDA
  • Selecting comparative methods or companies
  • Problems in emerging markets
  • Applications to non-quoted sector
  • Case study: valuing a potential acquisition target 

Financial structuring of M&A

  • Cash or share deal?
  • Exchange offers
  • Senior debt capacity
    • Term loan A and B structures
    • Private placements
    • Revolving credit lines
  • Subordinated debt
    • Mezzanine debt structures
    • Unitranche funding
    • PIK and PIYC
  • Bond issues
    • High yield bond structures
  • Convertibles
  • Warrants
  • Rights issues
  • Vendor placing
  • Case study: structuring the financial deal for an acquisition 

Legal and accounting issues involved and structuring key legal documents

  • Public versus private transaction issues
  • Cross border legislation and structures
    • City Code
    • EU Directive
  • Hostile bids
  • Structure of the transaction; asset sale, share purchase or merger
  • Tax implications
  • Asset valuation problems – intangibles
  • EPS accretion or dilution issues 

Preparing a bid

  • Auction process
  • Prioritised auction
  • Negotiated sale process
  • Long list and short list criteria
  • Structure of hostile takeover bids
  • Bid tactics
  • Defence tactics
  • Recent examples of hostile bid activity
  • Case study: preparing a hostile bid for a target acquisition 

Managing the closing process

  • Lockbox structures versus traditional completion accounts
  • Pre-closing process; closing documents, conditions to closing, resolution of any open deal points
  • Closing; reviewing and checking documents
  • Post-closing; document distribution and cleanup
  • Closing memorandum

The trainer is the Managing Director of an international advisory company specialising in advisory and development services to the corporate, banking and finance industry, which he has owned for the past 17 years. He is an experienced corporate finance professional with practical experience and extensive knowledge of corporate and structured finance in global financial markets.

He is a Visiting Fellow in the M&A department and Programme Director at Executive Development, Sir John Cass Business School, London, a member of the Visiting Faculty at Fuqua Business School and has previously worked as an advisor to the Overseas Development Administration in the UK, as well as EU PHARE and TACIS programmes throughout Europe and Russia.

The trainer’s main areas of expertise are corporate finance, M&A, corporate analysis and structured finance, asset securitization, risk management, valuation, corporate credit processes, project finance and treasury management. He currently works with many global corporate and banking clients in these areas and he also acts as Expert Witness for London law firms in respect of his areas of expertise.

The list of global clients is extensive and covers both European, Middle East, African and Asian markets. In the corporate market he works extensively with large corporate clients, private equity firms, private investors as well as public sector companies such as the NHS and major law firms. He provides advisory and development services to these organisations, either through the relevant departments or directly to the senior line management.

He is also a well-known figure within the various training and development companies within Europe and regularly gives seminars throughout the world on his specialist topic areas and is a recognized expert in this area by many organisations.

He was previously the Managing Director of a subsidiary of Union Plc, a London merchant bank having previously worked with several high profile global investment banks. He left Union Plc in 1996 to form his own international advisory Company.

The list of financial institutions and corporates with whom he has worked over recent years is extensive and includes: Allied Irish Bank, Alpha Bank, Bank of America Merrill Lynch, Bank of China, Barclays, Bayern LB, BT plc, Citibank, China Construction Bank, Credit Agricole, Credit Suisse, Danone, DECC, Deloitte, Dexia, Emirates Bank, E&Y, Euler Hermes, First Gulf Bank, FSA London, Garanti Bank, HBOS, Hohhot Bank Mongolia, HSBC, HVB, Iccrea Banca, Intesa SanPaolo, Central Bank of Ireland, KPMG, L’Oreal, Malta FSA, Mongolian Stock Exchange, Morgan Stanley, Mubabdala, NHS and many others.

The outline covers the practical process of M&A activity and there will be extensive use of case study examples and documentation to illustrate the practical aspects of the transactions.  Delegates will require laptops for the valuation and deal structuring course sessions when we will be using Excel models.

The training approach will be an interactive online workshop style with copious use of exercises and case studies.

Each session lasts for four hours and can be scheduled in the morning or afternoon.  There will be suitable breaks during the sessions.  It is recommended that the programme is run over a two-day period with either morning or afternoon sessions each day.

  • Interesting content and good market insight. Clear and authoritative speaker.
  • Very good delivery by the speaker
  • The content and effectiveness of the instructor was great
  • For me it was a very clear description of all the M&A steps. Great structure and understandable language. Very good instructor.
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