IPO’s: Managing, Underwriting & Pricing - New York City - Financial - *** New Courses ***

Dates	Location	Price	Add dates to my diary	Brochure	Register
10-13 Dec 2012	New York, United States	US$6,025.00	Add dates		Register now

This course will provide you with an in-depth and practical overview of best-practice strategy and implementation.

During this 4-day training program you will cover:

Strategic considerations; flotation or sell
Corporate restructuring steps pre-IPO
Multiple based valuation methodologies
Marketing and underwriting the IPO
Investor strategies

Day 1

IPO preparation and planning

· The decision to float
Exit strategies for existing shareholders

· Strategic considerations: float or sell?

· Evaluating the alternatives: the advantages and disadvantages

· Pre-conditions to a flotation: not all companies are suitable

· Selecting financial advisers

· The role of the analyst

· Financial requirements necessary to float

Case study: critical examination of possible flotation.

The due diligence process

· The objective of the due diligence exercise

· The long form report

· Legal due diligence

· Investigation of the suitability of directors

· Evaluating the competitive position

· Accounting policies and window dressing

Case study: due diligence issues in a pharmaceutical

Restructuring and prospectus issues

· Essential corporate restructuring steps pre- IPO

· Selecting the appropriate capital structure

· Organizing the issuer to provide the resources

· Timetable considerations

· Prospectus responsibility – whose?

· Listing requirements – selecting the right exchange for the flotation

Exercise: review of key documentation.

IPO documentation

· Senior vs. junior market (AIM vs. LSE)

· Documents needed

· Detailed timetable content

· Lock-up agreements

· American depositary receipts (ADRs and Global DRs)

· Prospectus responsibility – whose?

Exercise: review of key documentation.

Day 2

IPO valuation and marketing

IPO valuation

· Capital structure and its impact on value

· Weighted Average Cost of Capital (WACC)

· Valuation using WACC

· Capital Asset Pricing Model (CAPM)

Case study: computation of cost of equity, cost of debt, WACC, regarding Beta

Using WACC

· Preparing cash flows

· The forecast and terminal value periods

· Calculating cost of equity

· Calculating WACC

· Selecting Beta

Case study: computing WACC and adjusting for differences in gearing

IPO valuation based on WACC

· Growth rates in the terminal value period

· Common mistakes in WACC

· Forecasting reinvestment

· Return on invested capital

· Pre-IPO research

Case study: spin off valuation using WACC.

Multiple based valuation methodologies

· The Price Earnings Ratio (PER)

· Valuation using PER

· Comparable company analysis

· Theoretical background

· Strengths and weaknesses

· Alternative multiples

· Ratios based on Earnings Before Interest and Tax (EBIT)

Case study: IPO valuation using PERs and EBIT ratios.

Day 3

Marketing and underwriting the IPO

Valuation of special case companies

· Valuation of companies with sales but no profits

· Valuation of companies with no sales

· Valuation of mining companies

· Valuation of property companies

· IPOs

Exercise: participants value a series of nonstandard IPOs.

Accounting scams: investors beware!

· The nature of accounting - science or alchemy

· Manipulating the balance sheet

· Window dressing

· Off-balance sheet items and their significance

· Revenue recognition and how to make sales 'take-off'

· Maximizing profit by minimizing costs and expenses

· Fraud - can it be detected?

Case study: discussion of an SEC report into a fraudulent accounting scheme.

Marketing the IPO

· Book building / placing as an issue method

· Offers for sale as an issue method

· Introductions

· The role of the analyst

· Road shows and company visits

· Preparing the management

Case study: participants examine possible IPO candidate to highlight their investment strengths.

IPO underwriting

· Hard and soft underwriting

· The financial risk in underwriting

· Underwriting as an option

· Competition issues in fees charged

· Underwriting in public offers

Case study: review of the underwriting risk in a book built issue.

Day 4

Post IPO issues

IPO abuses in the TMT boom

· In-house financial analysis

· Third party research

· Bidding or indicating interest

· Aftermarket orders – a possible abuse

· Other abusive practices covered in the Global Settlement

New developments in IPO business

· Competitive underwriting – the London experience

· Beating the cartel: the open system

· Accelerated IPOs – an exit for private equity and other vendors

· Investment vehicles – now outlawed

Case study: participants examine abuses in the TMT boom

Case study: participants analyze the terms of sample offerings using these new techniques

Secondary offerings

· Pre-emption rights

· Underwriting

· Deeply discounted issues

· Timetable

· Other secondary offerings

· Accelerated book building

· Pricing

Case study: participants analyze the rights issue of major international companies

Using shares for acquisitions

· Computing the effects on financial statements

· Impact of financing methodology

· Bridging as an important option

· PER of cash / debt

· Assessing the effect of synergies

Case study: participants analyze the financing options for a major mining acquisition.

Course summary and close

New York Hotel, New York, United States

This program takes place on a non-residential basis at a New York hotel. Non-residential course fees include training facilities, documentation, lunches and refreshments for the duration of the programme. Delegates are responsible for arranging their own accommodation, however, a list of convenient hotels (many at specially negotiated rates) is available upon registration.

As with all Euromoney Training programmes on-site administrators are with you throughout the programme to ensure smooth administration and group interaction.

Paul Richards
Paul Richards graduated from Cambridge University in mathematics and has a Masters degree in business administration from London Business School. He is also a CFA charter holder, an Associate of the Chartered Institute of Bankers, a Member of the Association of Corporate Treasurers and a Fellow of UKSIP.

Paul has more than 20 years investment banking experience specialising in domestic and international corporate finance at UBS (Warburg), HSBC and Map Securities (part of Skandia Insurance and Mapfre, Spain). He was also the chief executive of the London merchant banking operation of Credit Industriel et Commercial, a major French banking group.

As a result of this experience, Paul has extensive first hand experience of: Mergers and acquisitions; IPOs; bond issues; secondary market issues; privatisation; debt syndications; corporate treasury; equity valuation; investment analysis; security and derivative valuation; private equity; modelling; corporate governance; and compliance.

Paul won the 2004 Wincott Foundation Prize for his article "Lessons in shareholder value" on the boom and bust in new economy stocks, published in Professional Investor (the journal of the UK Society of Investment Professionals - the UK member society of the CFA Institute). He has taught MBAs and Masters to Finance students at Cass and Cranfield Business Schools for more than 12 years in a range of financial disciplines; and has trained staff at major City houses and in banks on different continents.
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