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)
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.
27-29 Feb 2012 (New York, United States)
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.
11-13 Jun 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.
26-28 Mar 2012 (New York, United States)
This three-day course has been designed to provide participants with a solid understanding of the business valuation fundamentals and their application. The course emphasizes the practical aspects of the valuation process providing participants with an opportunity to develop and enhance their business valuation skills
10-13 Dec 2012 (New York, United States)
Bankers, investment managers, company executives and professionals in all corporate functions and in organizations servicing corporate need to have a current understanding of the financial issues that affect the process of launching an IPO. This program is designed to enable participants to become proficient in their understanding of the IPO process. It covers a broad spectrum of topics which are designed to ensure that participants are equipped with the financial skills necessary to understand how IPOs are arranged, managed, priced and distributed
11-13 Apr 2012 (Port of Spain, Trinidad and Tobago)
This training course is designed to provide delegates with a concrete understanding of all aspects of foreign exchange. Participants will learn how to identify and manage foreign currency exposure, how the foreign currency markets work and how to be an effective player in these markets. This intensive course uses a balance of lectures, workshops, case studies and discussions.
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.
23-27 Apr 2012 (New York, United States)
Company valuation is used for the purposes of investment, M&A or as part of internal measures of financial control. It is extensively applied when companies issue new shares, divest operations or acquire other companies. The rapidly growing private equity industry is also dependent on solid analysis. There are many different approaches to the analysis and valuation of companies and it is paramount to know when and how to apply what method. It is also essential to understand that company analysis is not an absolute science but also based on interpretation and judgment. This highly practical course will lead you quickly from the basics through to the more advanced valuation methodologies and modeling techniques
17-21 Sep 2012 (New York, United States)
This course covers all stages of the company’s financial development from inception (venture capital) to equity raising by an IPO, then expansion by M&A and the associated financing (including bank financing and bond issues) and appropriate risk management techniques (hedging) through to maturity (possible LBO candidate) and finally decline and financial distress