Mergers & Acquisitions: Theory & Practice - Evening

In seven weekly sessions, this course provides students with the concepts and theories of mergers and acquisitions, as well as a practical examination of the key components of M&A transactions. Case studies will be used throughout the course to illustrate concepts and provide practical examples of M&A issues.

02-Oct-2012 -- 13-Nov-2012New YorkUSD$2075
NY Institute of Finance - Midtown5:45pm - 8:15pm Instructional Method:
Group-Live
Instructor(s): [ Christopher Chase; ] Tue Level: Intermediate

CPE CREDITS
17.5
This course is suggested for strategic-planning professionals, financial decision-makers in corporations, financial analysts, corporate finance lawyers, financial management consultants, market regulators, and professionals with an interest in theoretical and applied M&A analysis and valuation.
No advance preparation required.
Students will be able to:
  • develop a strong foundation in M&A basics, including valuation and financial analysis
  • learn about the key developments in the M&A market
  • understand the motivations of the key participants in M&A including management, investors, Boards of Directors, legal and investment banking advisers, private equity firms and other business owners
  • identify the methods of structuring a merger or acquisition
  • learn the sequence of events in a variety of transaction types and understand how these processes have evolved
  • acquire practical knowledge in the procedures and techniques of M&A
Participants should have a basic knowledge of accounting and financial analysis. Financial calculator required.
M&A Fundamentals
Session 1: Corporate Finance Essentials
  • Risk and return
  • Beta
  • CAPM
  • Cost of capital
  • WACC
M&A Topic: M&A and the business cycle

Session 2: Valuation

  • Scrubbing the numbers
  • Discounted cash flows
  • Developing sound forecasts
  • Terminal value assumptions
  • P/E and EV/EBITDA multiples
M&A Topic: M&A and corporate growth strategy

Session 3: Valuation

  • Trailing vs. forecast cash flows
  • Using multiples for valuation
  • Finding and evaluating public and M&A transaction comparables
  • Key concepts of LBO modeling and valuation
M&A Topic: M&A and Private Equity

A Practical Guide to M&A
Session 4: Acquisitions
  • Characteristics of successful corporate acquirers
  • Mobilizing the organization
  • Playing to your strengths
  • Winning the deal
  • Characteristics of successful financial acquirers
  • Financial engineering, streamlining, and bolt-ons
  • Due diligence
M&A Topic: Working with Advisers

Session 5: Acquisitions

  • Financing acquisitions
  • Asset purchase vs. stock purchase
  • Closing the gap: earnouts and non-cash consideration
  • Documentation and closing
M&A Topic: An opinionated survey of M&A for the past 25 years

Session 6: Divestitures

  • When is it time to sell?
  • The divestiture process
  • Identifying buyers
  • Preparing for a divestiture
  • Marketing the business
  • Confidentiality agreements
  • Documentation and closing

Session 7: M&A for Public Companies

  • Unique characteristics of public M&A
  • The role of management and the Board
  • Takeover defenses
  • Unsolicited offers
  • Standstill agreements
  • Tender offers and shareholder proxies
  • Break-up fees, exclusivity and no-shop provisions
  • Fairness opinions

Clients who register for this course will receive a complimentary 4-month subscription to FT.com. The Financial Times is the world's most respected financial newspaper, providing a broad assessment on finance, business and the industrial sector. The move to the electronic version follows an ongoing review of our environmental responsibilities as a global business and as part of the Pearson group. FT.com also has features that are not available in hard copy, such as: Special Reports, Alphaville, editor blogs, education sections and much more! Subscriptions will start within 6-8 weeks of the start of class and are limited to one subscription per client. (Please note: as of May 1, 2011, the electronic subscription replaces the hard-copy 3-month Financial Times subscription.)

Lunch is included for all students taking day classes.