M&A Fundamentals

Name: M&A Fundamentals - Part 1
Availability: InStock

2 Part Course | Learn 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

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In-house pricing available – often more cost-effective for teams of 10+

Download: Course Outline

Part One

Introduction to M&A

What M&A is and why it happens. M&A as a 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 is it 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, and earn-outs
A T2V simulation introduces participants to the concept of M&A through a dynamic visualisation 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
Fundamentals of mergers and acquisitions provides an overview of the end-to-end process. Open, Sealed, Staggered or negotiated 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 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)

M&A assesses 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, and 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 on 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 due diligence. 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
Throughout this section of M&A Fundamentals, we delve into building a merger model. Pre and post due diligence considerations. Modelling independence vs management pressure
Modelling the cost of equity advantages
Assessing relative multiples as the main driver of value creation. Pitfalls
Synergies: Identifying the different types. Synergies vs cost savings. Pricing in synergies in line with market standards. Marketing synergies - institutional investors’ interpretation and their potential share price consequences. Revenue synergies. Negative synergies
Modelling for goodwill and badwill. Recent examples of impacts and write-downs
Understanding the impact of equity vs cash deals 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

Introduction to M&A concludes with 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

Fundamentals of mergers and acquisitions is delivered by an independent consultant providing online finance, Higher Ed, and Executive Education (Corporate Finance, Accounting, Private Equity).
He is a 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.
Introduction to M&A is delivered by a specialist who, alongside his career, has presented over 7,500 hours of financial and capital markets content to a broad range of financial stakeholders worldwide.
Since 2014, he 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 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 rich, cultural and diverse environments. On an ongoing basis, he has students and professionals from more than 15 different countries, including EMEA, APAC and the Americas.
M&A fundamentals 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.
M&A fundamentals help participants 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 the board of directors.

Fundamentals of mergers and acquisitions is 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*

You should attend this course if you are involved in, exposed to, or preparing for transactions where value creation, deal structure, and execution discipline matter, and you want to understand the full end-to-end M&A process rather than isolated concepts.

• You work on or around M&A transactions but feel you only see fragments of the process (valuation, DD, SPA, funding) rather than the whole picture
• You want to understand why deals create value, not just how they are supposed to work in theory
• You need to confidently interpret CIMs, teasers, LOIs, SPAs, equity bridges, earn-outs, and locked-box mechanisms
• You are expected to challenge advisors, management assumptions, or bankers, but lack a structured framework to do so
• You want hands-on exposure to M&A modelling, including synergies, goodwill, funding structures, and sensitivities
• You are involved in corporate development, strategy, finance, consulting, banking, or investing, and need deal fluency rather than textbook knowledge
• You want to connect valuation outputs with deal structure and negotiation choices
• You want to understand real conflicts of interest between corporates, private equity, banks, and advisors
• You need to be able to present, defend, or reject a deal credibly in front of senior management or a board

Redcliffe’s introduction to M&A 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 delivered 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 understand the banking/investment side, which I don't deal with as much.
Albert was knowledgeable and engaging, leveraging his previous investment banking experience with examples and walkthroughs. 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.
This was a very good training and helped me fill in the gaps in my technical knowledge.