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Course details

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Mergers & Acquisitions Training Week

Gain an understanding of international sales & purchase of companies
  • This programme contains 2 modules:

    Module 1: Mergers & Acquisitions (Day 1 - 3)

    Module 2: Mergers & Acquisitions Documentation & Negotiation (Days 4 - 5)



    At the end of this programme, the participants will be able to :

    • Differentiate between a public and a private M&A process
    • Understand the timing and key elements of a tender offer
    • Analyse the key steps for the different private M&A processes;
    • Detail the main documents present in an M&A transaction
    • Explain where synergies are derived from
    • Based on annual reports and forecasts, perform all the key valuation methodologies: DCF, trading multiples and LBO
    • Understand the different forms of consideration and financing available
    • Analyse the key metrics looked at by an acquirer: accretion/dilution, pro forma balance sheet, synergies paid away, etc.
    • Differentiate between the different divestitures alternatives and understand their key impacts


    Methodology

    This programme is a mix of lecture, class discussions, exercises and in-depth case studies.

    Audience
    This programme assumes a basic knowledge of finance and understanding of financial statements.

  • Day 1
    Prerequisites to a successful deal


    Session I: key steps in the M&A process
    • Strategic decision making: do companies need to grow?
    • Acquisition vs. organic growth
    • Strategic considerations
    • Types of transaction: strategic or financial
    • Developing a strategic approach to acquisitions
    • Screening potential targets
    • Deals from hell
    • What is success?
    • Types of synergies: operating or financial
    • Revenue enhancement or cost cutting
    Case study: Identify causes of failures from some spectacular M&A disasters.


    Session II: growth by acquisition, by joint venture or organically
    • Types of synergies: operating or financial
    • Revenue enhancement or cost cutting
    • Cut the fat not the muscle
    • Advantages of each expansion route
    • What can go wrong?
    Case study: An acquisition in the airline industry

    Session III: due diligence - friendly/hostile deals

    • Legal risks in acquisitions
    • Mitigating risk via due diligence
    • Legal protections
    • Credit risk in the event of a problem
    • Impact of the nature of the transaction (friendly / hostile) on due diligence
    Case study: Issues arising in due diligence for a carve-out

    Session IV: M&A valuation - cashflow approach
    • How value is driven by cashflows rather than profits
    • Calculating free cashflow
    • The value drivers and the basis of cashflow valuation
    • Cost of equity: dividend models
    • Capital structure concepts
    • Cost of debt: coupon vs. yield, market vs. book value
    • The cost of equity


    Day 2
    Valuation & Structuring

    Session I: using WACC to value an acquisition target
    • Developing a model of cashflows
    • Estimating the terminal value
    • The steady state scenario
    • Sensitivity analysis of the terminal value
    • Checking assumption integrity
    Case study: Valuation of an acquisition prospect using WACC

    Session II: multiples based valuation techniques
    • Asset valuations: forced sale vs. going concern
    • Price / earnings multiples
    • Earnings related multiples: EV / EBIT(DA)
    • Other multiples: sales, book value, per subscriber
    • Selection of comparable companies
    Case study: A break-up analysis for a global brand


    Session III: the impact of the financials of the bidder

    • Financial analysis: producing pro forma projections
    • Valuing synergies and assessing the reality of achieving them
    • Analysing the effect of synergies on financials including earnings
    • The breakeven price earnings ratio for debt
    • Establishing the amount of debt that can be used
    • Using bridge finance pending equity or debt issues
    Case study: Pro forma analysis of an acquisition prospect


    Session IV: financing the acquisition and deal structuring

    • Assessing the impact on the value of the acquirer's shares
    • Paying with shares or cash or a combination? Pros and cons of each
    • Event risk and capital structure objectives
    • Underwriting a share issue
    • Bridging the valuation gap: earnouts
    Case study: Pro forma analysis of an acquisition prospect

    Day 3
    Financial acquisitions: public to private (P2P)

    Session I: financial acquisitions - leveraged buyouts
    • Types of leveraged transaction: LBO, MBO, MBI, BIMBO, SBO, P2P
    • Acquisitions suitable for leveraged finance
    • LBO analysis as a valuation metric
    • LBO deal structuring: equity and debt
    • The leveraged buyout process
    Case study: Estimating returns in a recent buy-out of a buy-out (BOBO)

    Session II: capital structure in LBOs

    • Senior debt multiples
    • Mezzanine: cost and use of warrants
    • Second lien financing
    • Providers of capital
    • Remuneration of equity capital providers
    • Bridges to second stage financings
    Case study: Leveraged LBO financing for a P2P

    Session III: disposals - the process
    • When to announce
    • The data room
    • Timetable
    • Presentations to potential purchasers
    • The short list
    • Vendor due diligence
    • Closing the deal
    Case study: Accelerated IPO as a disposal option

    Session IV: M&A arbitrage trading
    • Hedge fund strategies in M&A situations
    • Liquidity costs
    • Outcome analysis
    • Riskreturn
    • tradeoff
    • Vendor due diligence
    • Closing the deal
    Case study: Compete to run arb trading positions in a takeover

    Day 4

    Key M&A Documents
    • Confidentiality agreement
    • Teaser/Information Memorandum
    • Head of terms/Letter of intent
    • Exclusivity agreements
    • Sales & Purchase Agreement (SPA)
    • Shareholders agreement
    • Management agreement
    • Focus on the SPA
    • The skeleton structure of a contract
    • Boiler plate – what’s covered
    • Recitals
    • Assets vs. share
    • Price and payment structures
    • Representations & warranties
    • Disclosures
    • Covenants
    • Indemnities
    • Condition precedents
    • Other relevant matters

    Completion and Price Adjustment Mechanism
    • Locked box vs. completion accounts: pros/cons and key issues
    • Cash free/ debt free

    - Cash vs trapped cash

    - Debt – what is included?

    • Adjustments for working capital & capex

    - Receivables

    - Inventory

    - WIP – problem areas

    - Normalised working capital

    - Normalise capex level

    Other adjustments to the price – warranties & indemnity claims

    Day 5

    • Soft Kills to Negotiate an SPA
    • The ten fundamentals principles to negotiation techniques

    - Set maximum and minimum objectives

    - Keep analysing the deal variables

    - Always aim high

    - Never give a concession – always trade it

    - Keep the whole relationship in mind

    - Know when to walk away from a deal

    - Know the negotiation process

    - Have a BATNA (Best Alternative To a Negotiated Agreement)

    - Select an effective negotiation strategy

    - Change your strategy if necessary but never change your BATNA

    • The six rules of influence: reciprocation, scarcity, authority, commitment, liking and consensus
    • BATNA

    - Before the negotiation, decide what you will do if nothing comes of the negotiation

    - Unless you have a plan B, your anxiety may reach dangerous levels

    - BATNAs set the threshold in terms of the full set of interests that any acceptable agreement must exceed

    - Both parties doing better than their BATNAs is a necessary condition for an agreement

    • Zero sum fallacy

    - Participant's gain (or loss) is balanced by the losses (or gains) of other participant(s)


    Final Case Study

    • The participants are split into two groups

    - A buyer (a multinational company) and a seller (a private equity firm)

    • The key focus will be on negotiating and executing deals smoothly and correctly to the best interest of the parties while arriving at an acceptable solution for both parties
    • The participants will role-play the M&A negotiation in two rounds
    Round I
    • The seller has been running a competitive process and has received non-binding offers
    • One of the buyers is trying to obtain an exclusivity and has asked for a meeting with the seller to discuss their bid and the key clauses of the SPA.
    Round II
    • The interested buyer has been granted exclusivity and is negotiating the following SPA clauses:

    - The price adjustment mechanism: locked box vs. completion account

    - An earn-out or deferred payment structures

    - The potential adjustments to working capital and capex

    - The representation & warranties and related indemnities

    - A pro or anti-sanbagging provision

    - A MAC clause

  • 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.

    Our Tailored Learning Offering

    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
This course can be run as an In-house or Tailored Learning programme

Instructor

  • Serge Vidal

    • Having succesfully completed M&A and capital market transactions in excess of EUR 30 billion across multiple geographes, my courses are designed to elevate the participants' understanding of all aspects of M&A and reinforce learning with relevant, real-life case studies.

    Biography

    Serge is an experienced Corporate Finance professional with over 20 years’ experience in M&A and capital market transactions. He has successfully completed in excess of EUR 30 billion across multiple geographies (US, Europe, MENA).He began his career as a Credit Analyst at Banque Continentale in Luxembourg, before moving to the Investment Banking division at Citigroup (ex-Salomon Smith Barney) in London and New York where he worked on variety of M&A, LBO and debt offerings, mainly for financial services clients. He became Vice-President in the internal M&A department of Barclays Bank in London before moving on to a Directorship role at the Investment Banking division of Commercial International Bank (CIB), Egypt. Whilst there, he successfully completed several transactions including two sell-side M&A, one follow-on equity offering and a delisting. He worked extensively with leading sovereign wealth funds, private equity firms and prominent families in the Middle East.