Day 1
M&A VALUATION AND STRATEGIES
Introduction and Objectives
– Overview of course
– Discuss the corporate banker’s role in acquisition financing
Principles of Valuation
– Review of corporate valuation techniques including WACC and EVA
– Review of Shareholder Value (SHV) concepts
Debt Capacity
– Important multiples to use
– Latest trends and market developments
– Rating agency criteria
– Mini-case: KPN NV
CASE STUDY: Chemico S.A.
A client has approached the Bank for financing and advisory services to prepare for a 1,3 billion EUR acquisition. Chemico, an international chemical producer, has recently concluded another acquisition and has limited capacity to take on additional debt. Groups will analyze the situation and prepare a recommendation for the client.
Comparable Companies Analysis
– Choosing comparable companies
– Information gathering
– Pro-forma analysis
MASTER CASE: Comparable Companies Modeling Groups will develop a relative valuation of the “master case” company previously assigned and answer several questions including:
• Is the company under/over/fairly valued?
• How do the company’s debt and equity ratios compare to market competitors?
Financial Modeling Techniques
– Information sources (and how to get them!)
– Types of financial models
– Equity research (earnings projections) models
– Financing (discount cash flow) models
– Valuation models
– M&A models
– LBO models
MASTER CASE: Standalone Modeling
You will now develop a standalone model to analyze the debt capacity of their company. Questions to be addressed and presented the next morning include:
• Does the Company have additional capacity to fund future acquisitions with debt?
•What other changes to assumptions/drivers can be implemented to give the company additional debt capacity?
•What other significant trends or factors can you conclude from this standalone analysis?
Day 2
TOPICS IN STRUCTURED FINANCE
Mergers & Acquisitions
– Review of rating agency ratios and criteria
– Types of mergers
– Definitions and commonly used terms
– Acquisition strategies and motivations
MASTER CASE: M&A Modeling Groups will develop a relative valuation of the “master case” company previously assigned. Questions to consider:
•What premium can the Company pay for “Target” for an all-debt acquisition?
• Using the comparables analysis, does the acquisition make sense given where other companies in the industry are valued by the market? Explain.
• How should the Company structure the debt for the transaction?
•What debt multiple do you think will be acceptable to the market for the company post-acquisition?
Corporate Restructuring
– Divestitures, spin-offs, split-offs and split-ups
– Equity carve-outs
– Other asset disposals
CASE STUDY:Wessex Water Limited
The parent company of Wessex is looking to recapitalize the company with outside equity. Groups will:
• Analyze management’s primary objectives and concerns
• Discuss the implications of the corporate life cycle and business cycle
• Estimate the present bond rating to develop debt alternatives
• Calculate pro forma earnings-per-share for available debt alternatives; and
• Recommend the best refinancing alternative.
Leveraged Transactions
– Recent developments in leveraged lending
– Leveraged buyouts (LBOs)
– Capital structure issues
– The junk bond market
– Sample transactions
CASE STUDY: Evaluating a Leveraged Buyout – Embalaje Sevilla
You will be given background material about a privately owned Spanish packaging company and assess whether an LBO makes sense given market conditions and pricing information.
MASTER CASE: LBO Modeling
Master case groups will now examine a potential LBO opportunity and answer several questions relating to its feasibility.
Day 3
APPLICATIONS AND SOLUTIONS
Securitization and Other Off-Balance Sheet Transactions
– Cost-of-capital implications
– Bankruptcy-remote SPVs
– Credit enhancement methodologies and issues
– New structures and issues
– Exercise: Securitization Fundamentals
CASE STUDY: Volkswagen AG
You will determine the impact of a securitization transaction on a company’s performance measurements tools.
M&A Proposals
– Elements of a strategic proposal
– The “pitchbook”
– Rating agency considerations
MASTER CASE: Putting It All Together
Groups will now prepare a final analysis for their clients and propose a financing solution involving the topics discussed throughout the seminar.
20-22 Jun 2012 (Miami, United States)
17-19 Dec 2012 (Miami, United States)
20-22 Nov 2013 (Miami, United States)
The course begins by concentrating on spreadsheet best practice, auditing and the advanced use of Excel. These skills are then applied to the construction of financial, valuation and investment models. Delegates learn how to incorporate forecasting, optimization, risk assessment and sensitivity scenarios into these models. The course is taught using a step-by-step approach to enable delegates to construct financial models for a wide range of practical scenarios.
29 Oct 2012 - 1 Nov 2012 (New York, United States)
For purposes of this course, each of the four days is divided into two modules, resulting in a total of eight modules for the entire course. The outline presents teaching objectives, lectures and case work in each of the different modules.
17-19 Oct 2012 (New York, United States)
The aim of this course is to provide participants with exposure to leveraged and mezzanine financing techniques in the context of M&A and private equity structures.
17-19 Sep 2012 (New York, United States)
The aim of this course is to provide participants who already have some transaction experience with further exposure to M&A, company valuation and deal structuring and financing. You will also be introduced to international practice in executing mergers and acquisitions, including an appreciation of today's market practices and procedures including due diligence, accounting issues and valuation techniques.
10-13 Sep 2012 (Mexico City, Mexico)
Este programa de entrenamiento ha sido desarrollado por banqueros de inversión con más de 20 años de experiencia práctica en el mercado medio. El curso desarrolla y compara metódicamente ambos puntos de vista en la transacción con el fin de proveer a los participantes de una visión completa de los factores críticos en la operación de fusiones y adquisiciones en el ámbito real de transacciones de negocios. A lo largo del programa, los conceptos principales son enfatizados con el uso de ejemplos y casos de estudio con el propósito de analizar y mostrar la aplicación práctica de dichos conceptos.
5-7 Nov 2012 (New York, United States)
This three-day course has been designed to provide participants with an overview of the private equity industry and the investment process throughout the different stages of a company’s growth. It explains the investment process, objectives, financial instruments and negotiation options from the point of view of both the investor as well as the business owner.
22-24 Aug 2012 (Miami, United States)
With the financial world currently undergoing significant changes, one of the most important challenges in banking is to reinforce the syndicated loan function and to refresh techniques given the evolution of the syndicated loan market. This course enables you to ensure that your staff – whether bankers, lawyers or investment professionals – have the tools to cope with the new environment.
12-14 Jun 2013 (Port of Spain, Trinidad and Tobago)
The course begins by concentrating on spreadsheet best practice, auditing and the advanced use of Excel. These skills are then applied to the construction of financial, valuation and investment models. Delegates learn how to incorporate forecasting, optimization, risk assessment and sensitivity scenarios into these models. The course is taught using a step-by-step approach to enable delegates to construct financial models for a wide range of practical scenarios.