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School of Corporate Finance
This course is practically oriented to show you how to apply the principles of corporate finance to the analysis of many important issues, including M&A, IPO's, restructuring, managing for value, and LBO's. A key feature is that the course demonstrates how the different applications draw upon a common core framework based upon the principles of financial economics that is reviewed on the first day. In addition, it draws upon the instructor’s extensive experience of working in developing markets, where the application the principles of corporate finance raises some specific challenges, not least because of the limited availability of data.
When putting together any corporate finance deal, the creation of value is vital. For example, the evidence suggests that the majority of M&A transactions fail to add value for the acquirer's shareholders and misplaced acquisition programmes often result in financial distress or bankruptcy. All too often incorrect principles, perhaps drawn from the world of accounting may be applied to M&A and other corporate finance transactions. This course demonstrates the importance of applying the principles of corporate finance correctly to help avoid expensive mistakes.
This course will help you acquire a practical working knowledge of:
- Core principals of corporate finance and their correct application
- How to apply the principles of corporate finance to the specific challenges of developing markets
- How to manage data limitations and the importance of commercial due diligence
- How to challenge third part valuations using the principles of corporate finance
- Valuation methodologies and techniques, their uses and abuses in corporate finance applications like M&A,IPO's, restructuring, managing for value, and LBO's
- Importance of the principles of financial economics versus accounting
- Cost of capital estimation in developed and developing markets
- Optimal capital structure and its estimation in practice
- Financing alternatives and different financing structures
- The key characteristics of successful M&As
- M&A: public company takeovers and private company acquisitions
- How to analyse and incorporate synergies within M&A valuation
- Restructuring and divestment as an important part of the corporate finance toolkit
- When to divest and the alternative ways of divesting a business
- Leveraged finance and management buy-outs
- Essential features of leveraged buyouts and how are they structured
- What is different about the strategic buyer and the private equity perspective
Principles of Corporate Finance
Introduction to Corporate Finance
• Capital budgeting and the role of the firm
• Capital structure
• Financial statements, taxes and cash flows
• Trend analysis
• Common size financial statements
Case Study: Balance Sheet Tells a Story
Participants will be given common size balance sheets for six different operating companies. Using only this information, they will be asked to identify each operating company from a list of the six provided.
Financial Statement Analysis and Ratios
• Why evaluate financial statements?
• Solvency and liquidity ratios
• Using ratios to measure earnings and profitability
• Using ratios to measure risk
Master Case Study I: Financial Statement Analysis and Ratios
Participants will be divided into groups to analyze one of two companies. This case will be referred to as the “Master case”.
Capital Structure – Theory vs. Reality
• Capital structuring principles
• Asset pricing models including CAPM and APT
• Weighted Average Cost of Capital
• Maximizing Shareholder Value (SHV) concepts
• Identifying the “value drivers”
• Measuring corporate performance: DuPont analysis, EVA
Master Case Study II: Optimizing Capital Structure
In Part II, delegates will compute the cost of capital for their company and discuss whether the current capital structure is “optimal” in today’s marketplace.
Corporate Valuation Techniques
Fundamentals of Corporate Valuation
Discounted Cash Flow Valuation
• Estimating growth rates
• Determining cash flows
• DDM models
• Free cash flow models
Master Case Study III: Discounted Cash Flow Valuation
In Part III, delegates will compute the cost of capital for their company and develop a discounted cash flow valuation using several methods discussed during the sessions
• Comparable companies analysis
• Industry analysis
• Enterprise value multiples
• Using multiples to construct a valuation
Master Case Study IV: Relative valuation
Teams will incorporate multiples and industry analyses to develop relative valuations for their Master Case companies
Financial Modeling Techniques
• Information sources (and how to get them!)
• Types of financial models
Equity research (earnings projections) models
Financing (discount cash flow) models
• LBO models
Case Study: Comparable companies modeling
Groups will develop a DCF valuation for a potential target acquisition company TBD and answer several questions including:
• Is the target company under/over/fairly valued?
• How do the company’s debt and equity ratios compare to market competitors?
• Important multiples to use
• Latest trends and market developments
• Rating agency criteria
• Mini-case: KPN NV
Case Study: Debt capacity
Participants 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?
Mergers & Acquisitions
• Review of rating agency ratios and criteria
• Types of mergers
• Definitions and commonly used terms
• Acquisition strategies and motivations
Master Case Study: M&A
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?
• Divestitures, spin-offs, split-offs and split-ups
• Equity carve-outs
• Other asset disposals
Case Study: Recapitalization
The parent company of a subsidiary 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
Equity Financing: IPOs and the Private Equity Market
• Types of equity offerings
• The issuer’s perspective
• The capital structure decision: when to issue equity?
Initial Public Offerings
• The complete IPO process
• Current market conditions
• IPO spin-offs
• International considerations including GDRs and ADRs
• Private placements
Case Study: Recent IPO TBD
Delegates will explore the motivations behind a recent IPO and discuss whether the purchase price represented fair value
Rights Offerings and Share Repurchases
• Structural advantages and disadvantages
• Deal terms – timeline and value
• Capital structure considerations
• Offering profiles
• Preferred dividends
• Synthetic structures
Exercise: Evaluating financing alternatives
In this section, we will review all of the financing alternatives discussed during the past two days involving debt and equity placement and consider several recent corporate financings. The pros and cons of each alternative will be debated.
The Role of Private Equity
• Today’s private equity marketplace
• Leverage considerations
• Investment time frames and hurdle rates
• Role of development capital, venture capital, and other pre-IPO financing
• PE valuation using earnings, EBIT and EBITDA multiples
• Exit valuations and IRR
Case Study: The private equity sponsor
Participants will examine the private equity financing component for a recent buyout.
• What premium did the buyer pay?
• Using the comparables analysis, does the acquisition make sense given where the market values other companies in the industry? Explain.
• What exit strategies should be considered?
• What debt multiple do you think will be acceptable to the market for the Company post-acquisition?
Leveraged Buyouts & Off-Balance Sheet Solutions
Leveraged Transactions• Recent developments in leveraged lending
• Leveraged buyouts (LBOs)
• Capital structure issues
• The junk bond market
Optimizing the capital structure for an LBO
• Warrants and their usage
• Convertible notes and preference shares
• Subordinated debt
• Second lien financing
Support for the deals- assets values versus cash flows
Case Study: Evaluating a Leveraged Buyout
Participants will be given background material about a privately-owned company and assess whether an LBO makes sense given market conditions and pricing information.
The Syndicated Loan Market
• The syndicated loan process
• Types of loans and credit facilities
• Differences between regional leveraged loan markets
Case Study: Financing the LBO
Groups will consider alternatives to finance a recent buyout and prepare an analysis of the advantages and disadvantages of different structures
The Securitization Process
• Cost-of-capital implications
• Bankruptcy-remote SPVs
• Credit enhancement methodologies and issues
• New structures and issues
Exercise: Securitization Fundamentals
Participants will examine a company before and after assets on the balance sheet are securitized to examine the effects of this financing
Course Review & Conclusions
• The future of leveraged transactions
• Key takeaways to use in today’s market
Our Tailored Learning Offering
Do you have five or more people interested in attending this course? Do you want to tailor it to meet your company’s exact requirements? If you’d like to do either of these, we can bring this course to your company’s office. You could even save up to 50% on the cost of sending delegates to a public course and dramatically increase your ROI.
If you want to run this course at a location convenient to you or if you want a completely customised learning solution, we can help.
We produce learning solutions that are completely unique to your business. We’ll guide you through the whole process, from the initial consultancy to evaluating the success of the full learning experience. Our learning specialists ensure you get the maximum return on your training investment.
We have a combined experience of over 60 years providing learning solutions to the world’s major organisations and are privileged to have contributed to their success. We view our clients as partners and focus on understanding the needs of each organisation we work with to tailor learning solutions to specific requirements.
We are proud of our record of customer satisfaction. Here is why you should choose us to help you achieve your goals and accelerate your career:
- Quality – our clients consistently rate our performance ‘excellent’ or ‘outstanding’. Our average overall score awarded to us by our clients is nine out of ten.
- Track record – we have delivered training solutions for 95% of worlds’ top 100 banks and have trained over 250,000 professionals.
- Knowledge – our 150 strong team of industry specialist trainers are world leading financial leaders and commentators, ensuring our knowledge base is second to none.
- Reliability – if we promise it, we deliver it. We have delivered over 20,000 events both in person and online, using simultaneous translation to delegates from over 180 countries.
- Recognition – we are accredited by the British Accreditation Council and the CPD Certification Service. In an independent review by Feefo we scored 96% on service and 95% on product
BiographyRichard M. Levine, CFA has over 30 years of financial markets, products and client management experience. Since 2000, he has primarily worked with international banks and corporations to design, develop and deliver programs to: (1) enable relationship managers to increase Global Markets sales, (2) demonstrate the benefits of using derivatives and structured products to increase returns for asset managers, and (3) equip corporate officers and treasury professionals with the necessary skills to optimize financial performance and valuation.Richard has developed and conducted programs in asset management, capital markets, corporate finance and derivatives in 36 countries for clients including: Allianz Global Investors, Alpha Bank, Banco do Brasil, Bank of America, Bank of China, BMO, Bank of Tokyo, Barclays Capital, the Blackstone Group, Bloomberg, BNP Paribas, CICC, Citigroup, Commerzbank, Credit Agricole, Credit Suisse, Deutsche Bank, DBRS, Eaton Vance, Ecopetrol, Fidelity, Freddie Mac, Genworth Financial, GMAC, Goldman Sachs, Guangfa Securities, Guggenheim Securities, HSBC, Huatai Securities, JP Morgan, Lorrain Vial, Merrill Lynch, Morgan Stanley, Nomura, PIMCO, QNB, RBC, SEC, Shinhan Bank, Societe Generale, ShenYin & WanGuo Securities, TD Securities, Unicredit, Wachovia, Wells Fargo and Westpac.Richard has regularly delivered the following programs: Alternative Investments, Bond School, Capital Market Fundamentals, Client Segmentation, Corporate Valuation Techniques, Credit Derivatives, Credit Products, Debt & Equity Capital Markets, Interest Rate & Credit Risk Management & Products, Equity & FX Derivatives, Exotic Derivatives & Structured Products, Financial Analysis & Forecasting, Fund Selection, Futures & Options, Leveraged Buyouts, Mortgage-Backed Securities, Portfolio Management, Risk Management & Derivatives and Structured Financing Alternatives. Richard also conducts CFA Levels 1, 2 and 3 training.Currently, among regular engagements, Richard has designed and conducted workshops for HSBC in Hong Kong, Dubai, London and Shanghai to provide Corporate and Business Banking Relationship Managers with the skills and approach needed to identify Global Markets opportunities for clients involving derivative products. Previously, Richard developed, analyzed and marketed ABS, MBS, CMBS and other derivative products at Ernst & Young, DLJ, PaineWebber and KPMG. Richard is currently an Adjunct Professor at NYU’s Stern School of Business where he teaches MBA Equity Valuation. He recently served on the CFA Institute (CFAI) Council of Examiners, where he was responsible for developing and reviewing CFA Level II and III questions. He has also participated in the CFAI Domestic Review, Standard Setting and Grading programs, and is a member of the New York Society of Security Analysts (NYSSA), where he served as Vice Chairman of the Investment Strategy Committee. Richard is a Chartered Financial Analyst (CFA). He received an M.B.A. with a concentration in Finance from NYU’s Stern School and earned a B.S. in Systems Engineering from the University of Virginia’s School of Engineering and Applied Science.