In a volatile economic climate, the world of corporate finance is continuously evolving and increasingly complex structures and techniques are being devised and implemented for companies to compete on a global level.

Therefore corporate finance techniques and structures offer many companies the opportunity for growth. However problems occur when these different financing structures are either not fully understood or the wrong strategy is implemented.

When putting together any corporate finance deal, creating shareholder value is vital. And, as history has taught us, over three quarters of M&A transactions worldwide fail to add value for the acquirer's shareholders and misplaced acquisition programmes often result in financial distress or bankruptcy.

The Euromoney Corporate Finance course is a practical "how to" programme taught by an internationally renowned corporate finance expert. The course takes you through all the forms of corporate finance from M&A to IPO's to LBO's. Strategy, Structuring and valuation are key themes throughout, and upon return to your organisation you will be fully prepared to put your learning into practice.

How will this course assist you?

Learn practical valuation and structuring skills for all corporate finance transactions. In 5-days the course will demonstrate:

• Applications of corporate finance.
• Identifying and evaluating synergies.
• Valuation methodology and techniques.
• Cashflow approach vs. accounting approach.
• Cost of capital and capital structuring.
• M&A: public company takeovers and private company acquisitions.
• Leveraged finance and management buy-outs.
• Financing alternatives and typical financing structures.
• Exit strategies

Who should attend?

• Corporate Financiers
• Financial Analysts, Planners and Corporate Decisionmakers
• Strategic Planning Executives
• Corporate Treasury Executives
• AccountantsManagement Consultants
• LawyersFinancial / Investment Analysts
• Investment Managers

Supported by:

 

Day 1

Registration commences at 8:30
Programme runs from 9:00 - 5:00 daily

M&A - generic issues

Overview of corporate finance

• What is corporate finance?

Growth by acquisition: are there alternatives?

• Strategic decision making
• Keys to success for acquisitions
• Public and private deals
• Case study: relative merits of growth options - organic, joint venture and acquisition for a company interested in China.

The rationale for specific transactions: synergies & benefits

• Definition of synergy
• Types of transactions and synergies
• Problems with synergies
• Purpose of due diligence process
• Tie-in with warranties, indemnities and confidentiality issues

Structuring transactions

• Buy shares or assets of the target company?
• Factors for and against either option
• Case study: motivations for buyer and sellers to choose cash or shares.
• Case study: choice of financing instruments for an acquisition.

Exercise: impact of choice of debt vs. equity on EPS and PE ratio.

Guest Speaker Presentation:
Due Diligence and How to Use it Effectively in Acquisitions

• Why it is important to carry out due diligence
• Types of due diligence
• When to conduct due diligence
• How to get the most out of commercial due diligence:refining the scope
• Understanding business models
• Market analysis
• Customer insight
• Competitive analysis
• Forecast analysis
• Post-integration planning
• The six principals of due diligence

Matthew Altham, Associate Director,
AMR International

Day 2

M&A - public company take-overs private company acquisitions

Public offers: the rules

• General principles and conditions
• Major regulations for conduct of public bids
• Pricing and consideration
• Public and private deals: differences
• Conditions for recommended deals
• Advantages for buyers in seeking recommendations
• Case study: analyse competing bids for a quoted company and arrive at a recommendation of which offer to accept.

Public offers: strategies and tactics (recommended and hostile bids)

• Differences between recommended and hostile bids
• Bidding strategies
• Defence strategies for target companies resisting a hostile bid

Private transactions: setting the scene

• Options for selling a private business
• Motivations of sellers and buyers

Private transactions: the four key stages

• Sell-side
• Preparation and pricing
• Finding the prospective buyer
• Building up the bids
• Losing the deal
• Tips for prospective purchasers

Case study: choice of sale method to maximise value.

Guest Speaker Presentation:
What Makes Acquisitions Successful?

• Nature of the acquisition: does it fit a technology/geographical gap? Is it a bolt on? Is it strategic and direction changing?
• Finding the right targets: management chemistry vs the right price/fit
• Execution: how is the deal done? Friendly vs hostile
• The integration period

Andre Shortell, Partner, GP
Bullhound

Day 3

Company valuation

Introduction to valuation

• Generic choices for valuation techniques
• Review of asset and dividend valuation

Multiples valuation

• Comparative analysis
• Traditional ratios
• Enterprise value ratios
• Case study: value a company using comparable company analysis
• Newer ratios: PEG ratios, relative PE ratios and others
• Case study: selection of appropriate ratios for different sectors.
• Selection of comparable companies and/or transactions
• Case study: select comparable companies for an IPO candidate.
  Case study: review the results of comparable company valuation analysis and other methods and recommend valuation range.

Discounted cashflow valuation

• Concept of discounted cashflow and free cashflows
• When should you not use free cash flows?
• Review of DCF methodology
• Terminal value
• Case study: test the key principles of DCF methodology.
• Case study: choice of projection period and terminal value methods.
• Calculation of Weighted Average Cost of Capital 
• Sensitivity analysis
• Case study: review key variables in a DCF valuation, using an Excel model provided, to assess the impact of sensitivity analysis and recommend the final valuation range.

Day 4

Equity fundraising - Initial Public Offerings

Rationale for going public

• Reasons in favour / reasons against
• Alternatives to going public
• Continuing obligations for public companies
• Case study: analysing rationale for flotation.
• Generic stock exchange and market requirements
• Major issues: Profitability? Management? Track record?

Methods of flotation

• Key choices: public offer vs. private placement, domestic vs.global, institutional vs. retail
• Structures: Offers for sale, placings, introductions
• Case study: identify an offer structure used by recent international IPOs.
• Picking the right stock market
• Case study: a recent flotation of an international company in London.
• Pricing and allocation
  - Fixed price vs. bookbuilding vs. tender price
  - Marketing: bookbuilding, roadshows, role of researchallocation of stock
  - Greenshoe and price support operations
• Exercise: reviewing book building results to set the price and allocate shares and comparing the results to those in a tender offer.
  Case study: pros and cons of the structure used for the Google IPOs

Secondary issues

• Purpose and options
• Rights issues
• Share buybacks
• Case study: why are so many companies undertaking share buybacks?

Summary

• The process of an IPO
• Definitions of success
• Role of advisors
• Exercise: identify criteria for selection of lead manager(s).

Day 5

Private equity and leveraged buyouts

Introduction

• Background to growth of the private equity market
• Transaction types
• Motivations of different parties and potential for conflicts of interest
• Legal and contractual issues
• Evaluating a buy-out candidate
• Differences in valuation
• Case study: analysing valuation and IRR of an LBO.
• Financing alternatives
  - Deal structuring and typical financing structures
  - Equity (management and institutional)
  - Senior debt and key factors
  - Mezzanine debt, second lien and high yield bonds
• Case study: comparison of recent financing structures.
• Case study: use an Excel model to analyse the structure of a potential public-to-private transaction and assess feasibility of the deal.

What makes LBOs work?

• Non-financial input by VC
• Why buyouts work and don’t work
• Case study: evaluation of alternatives for exit and reasons for failure.

 

• Heather Lightbody

  Heather began her career with Esso Petroleum, after obtaining an economics degree from Bristol University. She worked with Esso for five years, moving from Financial Analyst in the Logistics Department to Credit Analyst in the Treasurer’s Department and then Internal Auditor covering Europe and Africa. From Esso, Heather went to London Business School where she undertook a two year full-time MBA, spending one term on exchange at the Tuck School in the US.
  
  After gaining her MBA, Heather joined the Strategic Finance unit of the Wallace Smith Trust Group. She carried out consulting assignments over five years for European clients involving competitive analysis, valuation of strategic options and implementation of a divestment or acquisition, specialising in company valuation.
  
  From 1981 to 1990 Heather was also a non-executive director of AIESEC UK, a business students’ association, where she monitored strategy, planning and performance of the executive directors. Heather worked for Yamaichi International (Europe) for seven years, initially joining the Corporate Finance division to manage strategic and valuation analysis by the M&A group. She transferred to develop a business strategy and new business opportunities in Eastern Europe.
  
  From 1992 she was responsible for marketing and execution of new equity issues and was appointed Executive Director in 1994, achieving participation in international new equity issues in Germany, France, UK, Italy, Spain, Portugal, Greece, Israel, Turkey, Argentina and Indonesia. Heather managed the co-ordination of new issues with the sales, research and syndicate teams and conducted valuation analysis.
  
  Heather joined DC Gardner Training in early 1998 to train corporate finance, management development and selling skills for banks and financial institutions worldwide. Heather was Managing Director of DC Gardner Training from 1999 to 2004. From April 2004 Heather returned to training, delivering courses in all areas of company valuation, corporate finance, private equityand management.

• Speaker: Andre Shortell

  Andre joined GP Bullhound as a Partner in 2010. Prior to joining, Andre was an independent adviser to companies and investment funds in the clean tech sector. Andre also spent 26 years in a number of senior roles in Citigroup including MNC Corporate Banking Head for CEEMEA, India Corporate Head, Global Autos Specialist and New Issues Head in London. He also ran Merchant Acquiring for Citibank and led the sale of that business in 2005. Andre brings to the team 10 years of involvement in renewable energy as well as experience in and Corporate Finance, M&A and Emerging Markets.

• Speaker: Matthew Altham

  Matthew Altham is an associate director at AMR International’s London office. He has over seven years’ experience in strategy consulting with a focus on due diligence assignments for both private equity and corporate clients. He has broad experience across a range of sectors, including media and publishing, industrial products and business services, and has particular experience in B2B data businesses.

London School of Corporate Finance

Interested in holding this course in-house? Please fill out your details and a member of our team will be in touch with more information.

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