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Mergers & Acquisitions School
This virtual course has been developed to provide relationship managers with the key skills to understand M&A quantitative approach, the different steps of an M&A process and to negotiate and close a sell-side or buy-side transaction in a structured and uniformed approach.
At the end of this virtual programme, the participants will be able to :
• Understand the timing and key elements of a tender offer;
• Analyse the key steps for the different private M&A processes;
• Explain where synergies are derived from;
• Based on annual reports and forecasts, perform all the key valuation methodologies: Discounted Cash Flows (DCF) trading multiples and Leveraged Buy-Out (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.;
• Understand the key clauses of M&A documents (letter of intent, SPA, shareholders agreement)
• Assess M&A “lock-box” and “completion accounts” mechanisms and key representations & warranties clauses;
• Improve their appreciation of general tactics for selling or buying a business;
• Develop their negotiation strategies for future M&A transactions, including reciprocity, BATNA, trading concessions;
• Obtain a greater awareness of negotiation personalities and how to deal with them;
• Practise their negotiation strategies through role plays on M&A case studies.
The course will be delivered virtually in a highly interactive, participative way, involving many activities and exercises in the main classroom and during the breakout rooms, thereby ensuring maximum learning and integration of the learning points into the workplace, when the participants return to their regular roles.
This course will be delivered using video conferencing technology. To find out more, please contact email@example.comThis course will start at 9am SGT (Singapore Time) each day
The course will consist of 6 or 7 45 minute - 1 hour sessions each day.
Introduction to M&A
• Strategic vs. financial buyers
• Volume, number of deals, industries
• Difference between buy-side and sell-side
• Strategic vs. financial buyers
• Strategy, financial, legal, tax, structuring & financing aspects of M&A
• “Buy-side” transactions: overview of growth strategies
• Growth strategies, product and geographic diversification
• “Sell-side” transactions: disposal and restructuring
• Non-core/non-performing, peak valuation, end of period for financial investors, regulatory/anti-competition and deleveraging
Case study : Structuring and pricing of a sell-side mandate
• Type of transactions : Timetable and process
- Process alternatives: auction, competitive process, bilateral negotiation – pros/cons
- How to structure a process that maximises value to the client
- Understanding and evaluating potential bidders correctly
- How to limit and manage price adjustments
- Other potential sell side loopholes
- Preparation: Review of Business Plans/IM objectives and considerations
- Understanding other bidders in the race: PE bidders versus strategic bidders; buyers contact log
• Public takeovers vs. private transactions
• General principles of the takeover code
• Mandatory offer
• Squeeze-out mechanism
• Offer price
• Bidder’s strategy and tactics
• Different types of buy-side approaches: from friendly to bearhug and hostile
• Target’s defense strategy and tactics
Case study : Review of strategies used in Sanofi’s bid for Aventis and in Mittal’s takeover of Arcelor
Key M&A Documents
• Non Disclosure Agreement (NDA), Information Memorandum (IM)
• Letter of Intent (LoI), Memorandum of Understanding (MoU)
• The Sale and Purchase Agreement (SPA) at the heart of execution: Understanding of basic legal language – disclosures, warranties, covenants and indemnities from a sellers perspective
• Shareholders agreement, management agreement, transitional service agreement (TSA)
Case study : Analysis of several key M&A documents including offer letter and SPA
• Private vs. public transactions
• Key areas covered
Case study : Analyse the key elements of the due diligence for a UK company manufacturing wound products
• Types of transactions
• Types of synergies: operational, financial and tax
• Achieving synergies
Case study : Identify the synergies for the Air France-KLM merger and Barilla-Kamps transaction
Valuation, Financing and Analysing M&A
Asset vs. Share Purchase
• Key considerations and structuring for an asset purchase
• Review of a share purchase
• Review of key valuation methodologies and when to use them
• Standalone vs. transaction valuation methodologies
• Discounted Cash Flows (with or without synergies)
• Trading multiples vs. transaction multiples
• Leveraged Buy-Out (LBO)
• Net Asset Value
Case study : Matching various valuation methodologies with different scenarios
Discounted Cash Flows (DCF)
• Rationale for DCF valuation
• Choice of Forecast Period
• Calculation of Free Cash Flows (FCF)
• Weighted Average Cost of Capital (including detailed CAPM analysis with unlevering and relevering betas)
• Terminal Value
• From Enterprise Value to Equity Value
Case study : First, calculate sub-parts of a DCF (FCF from EBIT, WACC, terminal value) and then perform an entire DCF on a listed entity
Trading and Transaction Multiples
• Valuing minority stakes or controlling transactions
• Enterprise value vs. equity multiples
• Historical, current or prospective ratios
• Applicability of EV/Sales, EV/EBITDA, EV/EBIT, P/E, P/B
Case study : Perform the relative valuation of a UK supermarket and a water utility company based on its peer group
• Cost vs. revenue synergies
• Phasing of synergies
• Restructuring costs
• NPV of synergies
Case study : Perform the NPV of synergies for the acquisition of a bank by Barclays based on assumed cost, revenue synergies and restructuring charges
Consideration and Financing for an Acquisition
• Key considerations and structuring for an acquisition
• What financing are available for an acquirer?
• Bridge loans, bond issurance (currency, maturity)
• Brief review of credit rating and analysis
Case study : Compare bids received by Normandy Mining
• Review of key impact of a transaction
• EPS accretion/dilution, Return on Investment Capital (RoIC), leverage, ownership dilution, premium paid vs. synergies
• Examples for EPS and premium paid vs. synergies
Case study : Perform an in-depth case study of the impact of Danone purchase of Campbell
Structuring and Negotiating M&A
Selling a business – general tactics for enhancing value
• A lateral approach to identifying value
• Identifying the “best” buyer – key criteria
• Different types of buyers – strategic versus private equity
• Summary of key differences
• Identifying what they want
• Using the appropriate sale process to extract value
• Auctions generally
• When to use an auction – pros and cons
• What kind of auction is most appropriate
The purchase price: reconciling enterprise to equity value
• Cash free/ debt free
- Cash vs trapped cash
- Debt equivalents – what is included?
• Adjustments for working capital
- WIP – problem areas
- Normalized working capital
• Other adjustments to the price – warranties & indemnity claims
• Locked box vs. completion accounts mechasim
• M&A timelines
• Discussion of pros and cons for M&A buyers and sellers
• Interest charged on locked box mechanism
• Addressing leakage in locked box mechanism
Structuring the offer – impact on value
• Assessing the key value drivers
• Bridging the value gap
- Deferred compensation and earn-outs
• Representations & warranties as a tool for limiting exposure
• Making best use of due diligence
- Pro and anti sandbagging clause in SPA
• Valuing synergies
• Indemnities and escrow account
• Negotiating key terms between signing and closing
• All negotiations, consciously or unconsciously, go through a number of logical steps
• Stage 1: preparation and planning
- Objective building and fact finding
- Collecting the evidence (organising the facts)
- Stakeholder analysis (identifying the key decision makers)
- Position perception
• Stage 2: enquire and test assumptions
- Build rapport & create a positive environment
- Avoid hostility under all circumstances
• Stage 3:propose
- Let the other party make the first proposal
- Deliver your proposal with little emotion
- Never offer your final position at the start
- Aim high whilst being reasonable
• Stage 4: bargain
- Trade concessions rather than just make concessions
- Avoid “irritators” and overly frequent counter-proposals
• Stage 5: close
- Avoid defend-attack spirals
- Provide a “feelings commentary”
- Avoid “argument dilution”
• Typical negotiation roles include:
- The leader is generally the negotiator with the most experience
- The good guy is the person with whom the members of the opposing team will identify
- The bad guy makes the opposition feel that the agreement could stall anytime
- The hard liner takes a tough line on everything
- The sweeper picks up and brings together all the points of view expressed and then puts them forward as a single coherent case
• Experienced negotiators know how to switch roles depending on the situation
• 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
• Six rules of influence: reciprocation, scarcity, authority, commitment, liking and consensus
- 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 necessary for an agreement
• Zero sum fallacy
- Zero-sum fallacy is a situation in which a participant's gain (or loss) is exactly balanced by the losses (or gains) of the utility of the other participant(s)
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 – 10/10 of the world’s largest banks have chosen us as there training provider and we have delivered training across the largest banks and have trained over 25,000 professionals.
- Knowledge – our 100+ 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 25,000 events both in person and online, using simultaneous translation to delegates from over 99 countries.
- Recognition – we are accredited by the British Accreditation Council and the CPD Certification Service. In an independent review by Feefo we scored 4.2/5 on service and 4.7/5 on Coursecheck
- 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.
BiographySerge 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.