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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
Morning Session – Topic 1: Corporate Finance Framework – 3 Questions
This module introduces a framework for evaluating potential client corporate finance needs and associated transactional opportunities. The corporate financial advisor should assist the client firm in pursuing an astute mix of assets, capital, and investors, reflecting a sound understanding of both buy-side perceptions of client company fundamentals, as well as buy-side time horizons. The module will examine:
Corporate Finance Framework: Three Questions
- Fundamentals: An Attractive Combination of Assets over an Appropriate Time Horizon?
- Funding: An Astute Combination of Capital Types and Investors in the Right Sequence over an Appropriate Time Horizon?
- Valuation: Maximizing Shareholder Value through an Attractive Mix of Assets, Capital, and Investors?
Corporate Finance in an Emerging Markets Context: The “Big Five” Challenges
- Excessive Emphasis on Growth vs. Profitability and Returns to Capital
- Excessive Diversification
- Lack of Transparency in Information Flows
- Lack of Liquidity
- Double Standards in the Treatment of Majority vs. Minority Shareholders and Related Party Transactions
Fundamental Analysis at the Sector Level
- Topline Drivers, Profitability Drivers, Capital Use Drivers
- Cyclicality and Non-Cyclicality and Implications for Sector Attractiveness
- Consumer: Staples and Non-Discretionary
- Industrials: Durables and Non-Durables
- Financials, Utilities, Telecoms
Firm-level Analysis: Measures of Firm Performance
- Growth: Topline
- Profitability: Margins
- Returns: ROE, ROIC, ROA
- Cashflow: EBIT, EBITDA
- Capital use: capital expenditure
Case Situation: Potential divisional spin-off of bottling subsidiary of major diversified consumer products company
Afternoon Session – CF Topic 2: Debt Financing: Loans and Bonded Debt
Bonded debt instruments offer the investor a senior claim on firm cashflows which should present fixed returns with lower volatility. Bonded instruments vary greatly, but do share certain important characteristics and pricing conventions. The module will examine credit analysis, well as hybrid instruments combining features of both debt and equity:
- Security/Collateral, Covenants, and Indentures
- Coupons: fixed/floating, deductibility
- Maturities and call features
- Structures: bullets, zeros, self-amortizing
- Bond-like instruments: annuities and perpetuities
Types of Bonded Debt
- Syndicated Loans
- Low risk debt: treasuries, municipal bonds, international bonds
- Risky debt: corporate high grades vs. intermediates vs. high-yield
- Medium Term Notes
- ABS, securitization, and structured products
- Hybrids: convertibles, preferred stock
Debt Capital Markets
- Leveraged finance/syndicated loan market
- The bond markets
- Rule 415: accelerated issuance
- Competitive-bid underwritings
- "Bought deals" vs. negotiated "full underwritings"
- Bond issuance: prospectuses
- Rule 144A: accelerated issuance and reduced disclosure
- Reg S Market and Traditional private markets
- Coupons as future cashflows
- Time value of money, Present Value, and IRR
Bond pricing conventions
- YTM: the IRR of a bond
- Yield-to-Call: accelerated maturities
- Pricing between coupon dates: accrued interest
Pricing bond-like instruments: annuities and perpetuities
Credit spreads: risk in cashflows and risk premia in bond returns
Debt capacity: projected cashflows vs. capital needs and debt capital servicing
Fundamental analysis from a creditor’s standpoint: stability of the cashflows
The “Four C’s” of Credit Analysis
Ratio analysis: Leverage and Coverage ratios
- EBIT/Net Interest, EBITDA/Net Interest
- Total Debt/Net Worth, Total Debt/Equity Capitalization, Total Debt/Enterprise Value
- Total Debt/EBITDA
Ratings: applying S&P and Moody’s medians to determine a rating
- High-grade vs. high-yield debt markets: investor bases
- The NAIC regulatory capital weightings systems and the importance of the “investment grade frontier”
- Convertibles: a combination of a straight bond and a call option into “the underlying
- Convertible features: conversion premium, conversion price, conversion ratio, call protection
- Traditional convertible metrics: payback period, payoffs vs. common
- Non-traditional convertible metrics: separating the convertible into a risk-free bond, a credit spread, and a call option
- Other hybrids: debt-with-warrants, convertible preferred stock
- Non-convertible mezzanine debt
- Securitization: selling claims against cashflows generated by packaged pools of homogeneous assets
- The first ABS: MBS pass-throughs
- The problem: prepayment risk
- The solution: sequential pay structures
- Beyond the pass-through: CMO cashflows and structures
- Varieties of CMOs
- MBS portfolio analytics
- Beyond MBS: credit card ABS, auto loan ABS, student loan ABS, commercial loan ABS, CDOs and CLOs
Case Situation: Leveraged roll-up in the electricity generation sector; public convertible bond; auto-loan securitization by captive financing arm of major European automaker
Morning Session – CF Topic 3: Valuation (I) – DCF Analysis and Its Uses
Company managements, with the goal of increasing the absolute value of the firm’s equity over time through investment in projects generating returns in excess of cost-of-capital, are often oriented towards Discounted Cashflow Analysis (DCF). Management will generally use this approach when considering capital allocation decisions internal to the firm – i.e., capital budgeting and investment. This module will examine:
- Evaluating Financial Forecasts: “Hockey sticks” and Internal Inconsistencies
- Intrinsic (Absolute) vs. Relative Valuation
- Determining Free Cashflows
- Discount Rates and the Cost of Capital
- Terminal Values: Exit Multiples, Perpetuities
- NPV and IRR
- DCF Analysis in a Public Markets Context
- DCF Analysis in an Emerging Markets Context
Unlevered DCF Valuation vs. Levered (Equity) Cashflow Valuation
- Assumptions about Capital Structure
- Capital Structure Theory: Modigliani and Miller – Minimizing the WACC
- Capital Structure Practice: Alternative Strategies – FRICTO, the “Pecking Order”, and the “Quiet Life”
Corporate Capital Budgeting: Internal Capital Allocation
- Unlevered Analysis: DCF, Opportunity Cost-of-Capital, NPV, Pay-back Periods
- Levered Analysis: Funding Assumptions, IRRs, and APV
Case Situations: DCF Valuation of European alternative telecoms provider
Afternoon Session – CF Topic 4: Valuation (II) – Relative Valuation and Public Market Investors
Though company managements are often oriented toward absolute analytical techniques in valuation and investment decision-making, the buy-side is generally oriented toward relative valuation, reflecting their need to outperform “beta” benchmarks. Hence corporate finance must complement DCF analysis with relative valuation analysis, even for privately-held firms. This module will examine:
Beating the Beta: Relative valuation vs. intrinsic, or absolute, valuation (DCF)
Relative Valuation: Process
- Define the Relevant Peer Group: Comparable Company Analysis:
- “Dimensions of Comparability”: How the Buy-side Views Company Fundamentals
- Prospects for Topline Growth, Margins, and Cash Generation
- Identify the Relevant Valuation Metric: which metric – P/E, P/CEPS, EV/EBITDA, P/BV, Yield – in which sectors?
- What drives a multiple: the growth vs. risk tradeoff
- Multiple Expansion and Contraction/Compression (Re-Rating vs. De-Rating)
- Additional Valuation Metrics: FCF yield, FFO, NAV
Popular active management valuation concepts
- Multiple Compression (De-rating) and Expansion (Re-rating)
- Price-to-Growth and PEG Ratios
- Multiples and implied growth rates
- Sum-of-the-Parts Analysis
- Adjusting Multiples for Cash/STI Balances
- P/BV vs. ROE/Cost of Equity
- EV/IC vs. ROIC/WACC
Case Situation: Divisional spin-off via IPO of bottling subsidiary of major diversified consumer products company
Morning Session – CF Topic 5: Valuation (III) – Sector-Specific Comparable Firm Valuation
This module extends relative valuation to include widely-used securities selection metrics used by investment managers in specific industries, as well as to some additional valuation techniques. The module will:
Examine how different metrics are of special value in specific sectors: cyclicals, non-cyclicals, financials, utilities, telecoms
- Industrials: P/BV, P/E, EV/Sales, EV/EBITDA, Dividend and FCF Yield
- Financials: P/BV, Dividend Yield, Residual Income P/BV vs. ROE/Cost of Equity, Embedded Value
- Consumer: P/E, Dividend Yield, Dividend Discount Model
- Utilities: P/BV, P/E, Dividend Yield, EV/EBIT
- Tech and Telecoms: P/E, EV/Revenues, EV/EBITDA, FCF Yield
Highlight newer valuation methodologies
- P/BV vs. ROE/Cost of Equity and EV/IC vs. ROIC/WACC
Market Valuation Metrics
- Relative Valuation vs. the Index (e.g. S&P 500)
- Earnings Yield vs. Bond Yields
Case Situation: IPOs of “Big Four” Chinese banks; valuation of Chinese Insurers; various sector-specific illustrations of relative valuation metrics
Afternoon Session – CF Topic 6: M&A: Valuation and Analysis in Change-of-Control Contexts
This module extends relative valuation to include its uses in reacting to change-of-control events – i.e., the M&A world. The module will
- Examine the valuation of controlling, as opposed to minority, interests in public and private companies
- Illustrate the award of control premia to existing minority shareholders in a target firm
- Rationalize the payment of those control premia by the acquirer, based on cost synergies and revenue synergies
- Show the estimated impact of a proposed transaction on the post-deal performance of the acquirer through accretion and dilution calculations
- Profile different structuring options to fund M&A activity: all-cash, all-stock, cash-and-stock, assumed debt
- Present the challenge of judging, in real time, the likely immediate impacts of an announced deal on the stock prices of both the target firm and the acquirer
- Present analysis to aid in post-announcement investment decision-making: Sell the acquirer? Buy the target? Sell both? Buy both?
Case Situation: Beverage sector acquisition by major diversified consumer products company; Walt Disney Company acquisitions of Marvel Entertainment and LucasFilms
Morning Session CF Topic 7: Capital Structure, Realizing Shareholder Value, and Reacting to “Activist” Investors
Often firms may face investor expectations that diverge from management policy regarding capital structure, dividends, and even the time horizon of investment decisions. This module will examine this potential tension and management options:
The Impact of Potential Changes in Capital Structure on Public Valuations
- Debtholder vs. Equityholder Interests
- Optimal Capital Structure: Theory vs. Practice
- The Impact of Leverage on Equity Valuations
Realizing Shareholder Value
- Dividend Policy: Regular and Special Dividends
- Shareholder Value Initiatives: Disposals, Share Buybacks, Spin-outs
- Dealing with “Activist” Hedge Fund Investors
Case Situations: Financing options for software acquisition by IT hardware maker; potential “jumbo” share repurchase or special dividend by Apple Computer
Afternoon Session – CF Topic 8: Principal Investing and Private Equity
Principal investing and private equity hinge heavily on fundamentals, debt capacity, and funding availability in relevant financial markets. This module will examine:
Characteristics of an LBO/MBO Candidate
- Stabilized, non-cyclical cashflows
- Opportunistic timing/undemanding valuation
- Strong management team in-place
- Potential for modest operational improvement
- Cost reduction and margin improvement
- Capital expenditure economies
- Underutilized balance sheet
- Non-core assets that can be monetized
- Unused debt capacity
Forecasting in a Highly-Leveraged Situation
- Improved fundamental performance: cost controls, improved WC management, discipline in capital expenditure,
- management incentives
- Forecasting Debt Capacity vs. Minimizing Cost-of-Capital
- Sources and Uses of Funds
- Debt Capacity vs. Credit Analysis/Ratings
- Equity levels
- Projected method and timing of exit and projected IRR
Sources of Financing
- Leveraged loan markets, structures
- Public bond markets, structures, and covenants
- Mezzanine securities and Equity sources
Newer Types of Principal Investing Common to Emerging Markets
- “Growth equity”
- “Strategic investors”
Case Situations: Potential leveraged buyout, leveraged recap and “jumbo” share buyback, and/or special dividend by major European retailer
Comprehensive valuation, capital structure, and financing analysis, resulting in recommendations for management, of a tobacco maker facing a hostile takeover.
Course summary and close
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
Andrew ReganWith experience that spans both practical and academic spheres, I specialise in delivering training in the theory and practice of corporate finance and financial markets. My specialty is valuation in the public and private equity markets, but other interests include portfolio management and real estate valuation.
BiographyAndrew, CFA, started in investment banking at Merrill Lynch; serving as a financial advisor to municipal entities and directing their efforts in raising public capital in the tax-exempt debt markets. After business school, he became a Retailing Analyst at Donaldson, Lufkin, and Jenrette in New York, where he counseled large institutional investors on their retail sector holdings. In addition to these conventional sell-side equity research duties, he was centrally engaged while at DLJ in a number of banking transactions involving merchants, including LBOs, IPOs, primary and secondary equity offerings, and private placements.He then returned to Harvard Business School as a Charles M. Williams Fellow and Dean’s Doctoral Award Winner. His research interests included the performance of LBOs, privatization in emerging markets, competition in the securities markets, and capital availability in the airline industry. In 1994-95 he served as Secretary to Professor Samuel Hayes, Warren Buffet, GE Chairman John Welch, former Merrill Lynch Chairman Daniel Tully, and other members of the Compensation Practices Committee, a blue-ribbon panel of securities industry experts appointed by SEC Chairman Arthur Levitt to look at remuneration in the retail brokerage business.Andrew provides consulting support to financial service organizations looking for organisational and staff development in the theory, practice, and products of corporate finance and financial markets. This includes both the sell-side process of such activity (advisory, M&A, and capital markets) as well as the concomitant buy-side analysis (investors and their analytical approaches).He has delivered projects for clients in North America as well as Europe, Latin America, Asia, Africa, and the Middle East. Those clients include all the U.S. Bulge Bracket firms, as well as several Persian Gulf and Chinese financial institutions, and he has worked with private firms on a variety of financial and strategic issues. He has also worked with financial staff at China Petroleum and Chemical (Sinopec), the large Chinese downstream/integrated firm, on analysis and valuation.Andrew received his A.B. magna cum laude with Highest Honors in Modern European History from Harvard College in 1983, his M.Sc., with Distinction, in West European Politics from the London School of Economics in 1986, and his M.B.A., with High Honors, from HBS, where he was a George F. Baker Scholar, in 1988. He holds the CFA Charter.
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