MERGERS & ACQUISITIONS (M&A)

Available Dates & Locations

This course is offered exclusively as In-House or Virtual, with no public sessions currently available – please contact us for inquiries.

COURSE OVERVIEW

Offering an intensive introduction to the complex world of Mergers and Acquisitions (M&A), this course will form the foundation in strategy, regulation, finding a deal, corporate valuation, and more. You will learn about buyer strategies, how M&A can increase business value, and how to start the acquisition process, as well as identify successful acquisitions. The material identifies the types of corporations most likely to be M&A players and the types of corporations most likely to be M&A targets. Delegates will learn the approach, characteristics, and process for successful Sell-side and Buy-Side M&A transactions.

COURSE OBJECTIVES

By completely attending this course, participants will be able to:

Compare and contrast build and buy strategies
Describe the advantages and disadvantages of acquiring a public company
Identify the main players in M&A transactions
Recognize the common motivations for acquisitions and the reasons many are unsuccessful.
Identify the methods of structuring a business acquisition.
Evaluate the intrinsic and relative valuation methods for target companies.

NOTE

This course requires the use of laptops with Excel 2016/2019/365. Delegates must bring their own laptops with Windows-based Excel fully installed.

TARGET COMPETENCIES

M&A characteristics and organizational structures: Goals and investment objectives of various M&A investments
Advantages, risks, expected returns, and costs of M&A activities
The M&A process for both Buy-Side and Sell-Side transactions

University students studying finance or accounting and looking to broaden the scope of their M&A background, Professionals looking to move into corporate finance, Finance professionals looking for a refresher, Anyone who wants to learn about corporate finance.

This introductory course primarily relies on lecture, class discussion, and Wiley’s Investment Banking: Valuation, LBOs, and M&A textbook, although we also utilize in-class individual and group exercises to illustrate theory and practice relevant to financial decision-making regarding Mergers & Acquisitions. Class participants should bring a laptop to the course, preferably with Excel, and should have a basic familiarity with the workings of Excel software. Basic uses of Excel will be reviewed in class. A limited number of more advanced calculations will be explained in detail during the class.

OVERVIEW

Global M&A
Emerging Market M&A Issues
Who the key players in the capital markets are
What the capital raising process looks like
The Buyer’s Viewpoint
Three Ways M&A can Increases Value
Buy vs. Build Synergies

CHARACTERISTICS AND PROCESS OF SELL-SIDE M&A

Organization and Preparation
- Auctions
- Auction Structure
- Identify Seller Objectives and Determine Appropriate
- Sale Process
- Perform Sell-Side Advisor Due Diligence and
- Preliminary Valuation Analysis
- Select Buyer Universe
- Prepare Marketing Materials
- Prepare Confidentiality Agreement
First Round
- Contact Prospective Buyers
- Negotiate and Execute Confidentiality Agreement with Interested Parties
- Distribute Confidential Information Memorandum and Initial Bid Procedures Letter
- Prepare Management Presentation
- Set up Data Room
- Prepare Stapled Financing Package
- Receive Initial Bids and Select Buyers to Proceed to Second Round
- Valuation Perspectives—Strategic Buyers vs. Financial Sponsors

CHARACTERISTICS AND PROCESS OF SELL-SIDE M&A (Continued)

Second Round
- Conduct Management Presentations
- Facilitate Site Visits
- Provide Data Room Access
- Distribute Final Bid Procedures Letter and Draft
- Definitive Agreement
Receive Final Bids
- Negotiations
- Evaluate Final Bids
- Negotiate with Preferred Buyer(s)
- Select Winning Bidder
- Render Fairness Opinion
- Receive Board Approval and Execute Definitive Agreement
Closing
- Obtain Necessary Approvals
- Shareholder Approval
- Financing and Closing
- Negotiated Sale

CHARACTERISTICS AND PROCESS OF BUY-SIDE M&A

Buyer Motivation
- Synergies
- Cost Synergies
- Revenue Synergies
- Acquisition Strategies
- Horizontal Integration
- Vertical Integration
- Conglomeration
Form of Financing
- Cash on Hand
- Debt Financing
- Equity Financing
- Debt vs. Equity Financing Summary—Acquirer Perspective

CHARACTERISTICS AND PROCESS OF BUY-SIDE M&A (Continued)

Deal Structure
- Stock Sale
- Asset Sale
- Stock Sales Treated as Asset Sales for Tax Purposes
Buy-Side Valuation
- Analysis at Various Prices
- Contribution Analysis
- Merger Consequences Analysis
- Purchase Price Assumptions
- Balance Sheet Effects
- Accretion/(Dilution) Analysis

RISK CONSIDERATIONS FOR M&A

Risk vs. return analysis
Due diligence and uncovering incorrectly valued and unrecorded assets and liabilities
Conducting business through subsidiaries
Contingent liabilities
Turnaround candidates
Operational vs. financial problems