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Masterclass in Corporate Finance
Join a cohort of ambitious learners with our fully online, self-paced certificate programmes
Led by industry experts in a modern, engaging and flexible format, these 4-6-week intensive programmes are design to develop real expertise, challenge your thinking, and build confidence. Built using our social learning platform, the Euromoney Masterclasses consist of weekly on-demand lessons with intermittent live interactive classes/Q&As with a Euromoney subject matter expert to discuss the latest modules and reinforce key takeaways.
The course is based on actual case studies and covers all the practical aspects of the major corporate finance activities including:
• Valuation by WACC and by multiples
• M&A structuring, synergies, due diligence and pro forma analysis
• Highly leveraged transactions: LBOs and syndicated lending
• IPO preparation, marketing and underwriting and rights issues
• Restructuring in financial distress
• Simulated arbitrage trading in M&A situations
The case studies used on this programme are all based on genuine real-life businesses, allowing participants to understand how and why the actual solutions were structured and consider what they might do differently to improve the outcomes.
The masterclass should be of interest to those wishing to extend their understanding of the main corporate investment banking activities at the early stage/intermediate level including:
• M&A analysts
• Corporate and banking lawyers
• Transactional accountants and managers
• Equity analysts
• Investment managers
• Treasurers and CFOs
• Credit analysts
• Private equity executives
• Analysts in corporate strategy divisions
• CEOs and board members looking to upskill to support strategic financial decisions
The following case studies will be used with the aim of illustrating current practices:• Orange IPO valuation
• Phelps Dodge M&A valuation
• Tommy Hilfiger takeover
• Prudential demerger
• Pharma industry contingent value rights
• Materis, an international secondary and tertiary buy-out
• Holdco PIK: Cognis Gmbh
• US IPO failure
• Allianz rights issue
• Americredit and the US car industry
• Restructuring WalMart with distressed debt investors
• Restructuring Drax with competing lenders
• Aston Martin Lagonda refinancing
• Carlsberg/Marston’s JV
• Stobart equity placing
• Bayer/Monsanto merger
• And others
Note - A good level of spoken and written English is required to attend this course. Delegates should be of an intermediate standard in English at a minimum. Please refer to the Common European Framework of Reference for Languages - as a guide the level required is B2.
Start Date - 27th July 2020
Delegates wishing to take this course will receive their access from the date above. Materials will be provided on Euromoney's Social Learning platform, and will be a mix of weekly on-demand lessons with intermittent live interactive classes/Q&As with Euromoney Faculty to discuss the latest modules and reinforce key takeaways.
The course is designed to be primarily self-paced, but allows participants to meet and collaborate with fellow participants, learn from and speak to expert faculty, and access a wealth of learning materials.WEEK ONE
INVESTMENT APPRAISAL AND VALUATION
Topic 1 – Investment Appraisal
By the end of this topic, participants will understand the key financial appraisal tools, their strengths and weaknesses and how to calculate the company’s required rate of return (or hurdle rate):
• Introduction to financial appraisal and assumptions
• Payback; discounted payback; net present value, internal rate of return
• Tax; working capital; capex and the development of cash flows
• Capital Structure Theory: Modigliani and Miller
• Enterprise value concept
• Impact of tax and financial distress costs
• Using CAPM to identify the cost of equity
• Calculating beta and the risk premium
• Cost of debt, cost of equity
• WACC (weighted average cost of capital)
• The impact of gearing on the cost of equity
• Sensitivity analysis
Topic 2 – Weighted average cost of capital (WACC)
By the end of this topic, participants will be able to value a company by discounting projected cash flows and check the terminal value calculation using a multiple:
• Estimating enterprise value using WACC
• Forecasting free cash flows and the growth rate
• Using the dividend discount model to value long run cash flows
• Terminal value calculations
• Review of WACC as a valuation tool
• Alternative terminal value calculations
• Return on invested capital
Topic 3 – Valuation using multiples
By the end of this topic, participants will be able to perform the necessary analysis to produce a company valuation using multiples and will understand where certain industry ratios are needed to enhance the quality of the valuation in the absence of current profitability or where an option based approach could be more appropriate:
• Background to the multiple-based approach
• Requirements to achieve reliable results
• Alternative valuation ratios for companies without current profits
• Industry rules of thumb
• Value drivers and valuation
• Option approach to valuation for mining and early stage companies
• Option value of an investment opportunity, the value of an option to defer
Topic 1 – M&A rationale, synergies and due diligence
By the end of this topic, participants will be aware of the key drivers of M&A activity; the impact of management; the risks involved; and the available risk mitigation strategies:
• Strategic decision making: do companies need to grow?
• Management as a source of agency conflict
• Acquisition versus organic growth
• Types of transaction
• Types of synergies
• Identifying the acquisition benefits
• Quantifying the benefits
• Types of synergy
• Legal risks in acquisitions and risk mitigation
• Credit risk in the event of a problem
• Impact of the nature of the transaction (friendly/hostile) on due diligence
• Due diligence: financial, legal and commercial
• Deal breakers, adjusting the price
• Managing acquisition risk
Topic 2 – Corporate restructuring events and implications
By the end of this topic, participants will appreciate the alternative restructuring strategies that are available to promote shareholder value by the separation and/or merger of different businesses:
• Who is the best owner?
• Spin-offs, split-offs, carve-outs and targeted stock
• Targeted stock
• Contingent value rights
• Disposals – the controlled auction
• Bilateral negotiation
• Data room
• Vendor due diligence
Topic 3 – Pro forma acquisition analysis
By the end of this topic, participants will be able to perform an appraisal of the merits of an acquisition by analysing its impact and that of the financing on the financial statements of the acquiror:
• Pro forma financials
• Accretion and dilution analysis
• Breakeven PER of cash/debt
• Impact of capital structure on the deal
• Considering all debt and all equity financing
• Including synergies in the analysis
• Contribution analysis
Topic 4 – Financing the acquisition
By the end of this topic, participants will understand the key financing options available to acquirors for company purchase including the associated timing and flexibility of each option:
• Capital structure flexibility
• Bridge financing
• Issuing equity
• Vendor placing
• Deferred consideration: Earn-outs
HIGHLY LEVERAGED TRANSACTIONS: LBO
Topic 1 – Leveraged Buy-Out (LBO) types
By the end of this topic, participants will have developed an understanding of the drivers of LBO transactions and the aims and objectives of the players involved:
• Deal types: LBO, MBO, MBI, BIMBO, SBO, LBU, P2P, etc.
• Traditional financing structures
• Objectives of senior lenders
• Objectives of mezzanine lenders
• Objectives of equity providers
• Historical rates of returns
• Carried interest
Topic 2 – Structuring the debt
By the end of this topic, participants will have a framework within which to analyse possible financing structures for LBOs:
• Example capital structures
• Establishing the amount of debt that can be used
• Assessing the type of debt that can be used
• Disadvantages of the high level of gearing
• Key credit ratios
Topic 3 – Computing rates of return to investors and lenders
By the end of this topic, participants will be able to structure an LBO acquisition financing to generate the necessary required rates of return for the finance providers taking into account the need for priority among lenders:
• Secondary buy-out case
• Senior and junior mezzanine
• Key ratios determining the financing structure
• Model the mezzanine warrant participation
• Setting the covenant structure
• Internal approvals
• Facility letters
Topic 4 – Satisfying the lenders and an introduction to bonds
By the end of this topic, participants will be aware of the key objectives required in the structure to achieve tax relief, priority and security for lenders:
• Acquisition vehicle structure
• Contractual subordination
• Structural subordination
• Achieving debt pushdown
• Achieving tax relief
• Bonds and high yield bonds
IPO MARKETING AND UNDERWRITING
Topic 1 – Preparation
By the end of this topic, participants will be able to identify candidates that are suitable for flotation; understand the necessary early steps; and the timetable constraints:
• Why float?
• Exit strategies for existing shareholders
• Strategic considerations: float or sell?
• The objective of the due diligence exercise
• Essential corporate restructuring steps pre-IPO
• Senior versus junior market
• Lock-up agreements
• American depositary receipts (ADRs and Global DRs)
Topic 2 – Marketing the IPO
By the end of this topic, participants will be able to evaluate the merits of a marketing strategy for an IPO and the most appropriate method of delivering such a strategy:
• Book-building/placing as an issue method
• Offers for sale as an issue method
• The role of the analyst
• Roadshows and company visits
• Preparing the management
Topic 3 – IPO Underwriting
By the end of this topic, participants will be aware of the differences between hard and soft underwriting and the risks and the method of pricing the IPO in the light of feedback gleaned from the pre-marketing and the book-building:
• Hard and soft underwriting
• The financial risk in underwriting
• Underwriting as an option
• Competition issues in fees charged
• Pilot fishing, pre-marketing and pricing
• Underwriting in public offers
Topic 4 – Rights issues post-IPO
By the end of this topic, participants will understand the process of raising equity capital after IPO by means of a rights issue and by placing shares with third party investors:
• Pre-emption rights
• Theoretical ex-rights price (TERP)
• Deeply discounted issues
• Block trades, accelerated book building
• Other abusive practices covered in the Global Settlement
• Raising equity capital in the pandemic crisis by placing
RESTRUCTURING IN FINANCIAL DISTRESS
Topic 1 – The road to financial distress
By the end of this topic, participants will be able to identify the early signs of financial distress and the dangers of management denial and hence be aware of the advantages of early action:
• Symptoms of distress
• Causes of distress
• The cycle of distress
• The role of covenants as early warning devices
• The rating agencies and missed problems
• Distressed security prices
• Systemic distress or ad hoc distress
• Speed of recognition versus management denial
• Critical assumption failure causing distress
• Technological failure
• Revenue assumption failure
• Project financing failures
Topic 2 – Pre-distress restructuring actions
By the end of this topic, participants will understand the need for a plan to address the problems of financial distress which ideally is available in the time before management lose control to the banks:
• Management led business restructuring ahead of distress
• Cutting costs to meet a lower level of business activity
• Financial restructuring ahead of projected or possible distress
• The distressed debt investor’s approach to selecting distress candidates
Topic 3 – Restructuring options
By the end of this topic, participants will be able to construct a restructuring plan, assess the debt capacity of a restructured business and negotiate with competing lenders to determine a structure that meets the requirements of all parties:
• What business levels can be projected in the future
• Can the projections support the current debt burden?
• Does the company need more cash to execute the new plan?
• Legal options available
• Approaches to insolvency (INSOL Principles)
• Prepackaged deals
• Court led/judicial restructurings
• Comparing international approaches
Topic 4 – Arbitrage trading in an M&A context
Participants will develop equity trading positions during the course of a takeover battle with a view to making profits on long or short positions and thereby enhance their understanding of the strategies available in a takeover battle in the public arena.
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
BiographyPaul Richards has taught Masters students at leading business schools in the UK for more than 15 years and currently teaches on the Executive MBA programme at Cranfield Business School and has many years experience of delivering in-house course for major banking institutions and public courses organized by Euromoney. Paul has more than 20 years investment banking experience specialising in domestic and international corporate finance at UBS (Warburg) and HSBC. He was also the chief executive of the London merchant banking operation of Credit Industriel et Commercial, a major French banking group and has many years experience advising the UK regulator on capital market issues.As a result of this experience, Paul has extensive first-hand experience of: financial markets, 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). Paul has been a member of the FTSE Indices Committee, a member of the Accounting Standards Board working party on Operating and Financial Review and has 12 years experience as a non-executive director of a listed UK company. Paul is a graduate of Cambridge University and London Business School. He is also a CFA charter holder, an Associate of the Chartered Institute of Bankers, a Fellow of the Association of Corporate Treasurers and a Fellow of UKSIP. He has a PhD in finance (capital structure).