Corporate Restructuring, Mergers & Acquisitions

Corporate Restructuring, Mergers & Acquisitions

Euromoney Training
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Description

Participants will develop an understanding of how the key financial statements are impacted by acquisitions, their financing and the synergies. After attending this course delegates will be able to model the quantitative effects on the financial statements and draw appropriate conclusions and influence decision making. Learning Objective: by developing an understanding of the range of restructuring options available to a company including their advantages and disadvantages, participants will be able to identify when such options might be suitable for their client companies. Participants will develop an understanding of how the key financial statements are impacted by acquisitions, their fina…

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Participants will develop an understanding of how the key financial statements are impacted by acquisitions, their financing and the synergies. After attending this course delegates will be able to model the quantitative effects on the financial statements and draw appropriate conclusions and influence decision making. Learning Objective: by developing an understanding of the range of restructuring options available to a company including their advantages and disadvantages, participants will be able to identify when such options might be suitable for their client companies. Participants will develop an understanding of how the key financial statements are impacted by acquisitions, their financing and the synergies, participants will be able to model the quantitative effects on the financial statements and draw appropriate conclusions and influence decision making. Teaching techniques: the course is delivered by means of a combination of short lecture sessions followed by practical case studies some of which involve using excel models. The sessions are highly interactive and questions and participation is encouraged. Case study work is undertaken individually and/or in small groups. Many cases and practical examples are used to illustrate the ideas covered. In addition, there are detailed handouts covering implementation issues such as tax and other legal aspects. The concepts taught, the exercises and case studies are designed to be of practical benefit to attendees and are immediately usable in the workplace. Who should attend? Finance Directors Members of M&A teams Management and Strategy Consultants Strategic Planners Market Regulators Investment Directors
Day 1 Session 1: Rationale for corporate restructuring Promoting shareholder value Strategic issues and objectives: core or non-core M&A, synergies and the growth objective JVs or acquisitions? The best owner? Divestitures prompted by acquisitions Financial distress Management incentives Optimising capital structure Case study: Marathon Oil split Session 2: Corporate restructuring events and implications Acquisitions JVs Spin-offs Split-offs Carve-outs Targeted stock Contingent value rights Case study: Carphone Warehouse demerger Session 3: Disposals – the controlled auction Disposals timetable Public auction Private auction Bilateral negotiation Data room Vendor due diligence Sale and purchase agreement Maintaining the auction excitement Case study: EMI; SSL Session 4: Synergies and due diligence Identifying the acquisition benefits Quantifying the benefits Types of synergy Due diligence: financial, legal and commercial Deal breakers Adjusting the price Managing acquisition risk Case studies: BA/Iberia Day 2 Session 1: M&A valuation WACC/DCF methodology Preparing cash flows Modelling restructuring costs Modelling synergies Valuing the adjusted credit quality Case study: target valuation using cash flows Session 2: Target valuation using multiples Limitations of multiples Valuation of loss makers using multiples Allowing for restructuring costs Deals done – exit multiples Impact of non-controlling interests on computation of exit multiples LBO valuation principles Case study: Valuation of Tommy Hilfiger, Phelps Dodge Session 3: Restructuring the balance sheet: adjusting capital structure Special dividends Buying in shares/repurchases Tender offers Reverse rights Debt restructuring by exchange/swap Case study: Debt restructuring by exchange Session 4: Pro forma acquisition analysis Pro forma financials Accretion and dilution Breakeven PER of cash/debt Impact of capital structure Considering all debt and all equity financing Including synergies in the analysis Bootstrapping and fooling the market Case study: M&A presentation by Rona Day 3 Session 1: Modelling changes in capital structure Building the model Income statements Balance sheets and cash flow statements Capital structure assumptions Financing options Examining the impact on credit ratios Dividend policy Case study: model building to examine the impact of the acquisition, its synergies and its financing on the financial statements of the buyer Session 2: Financing the acquisition Capital structure flexibility Bridge financing Issuing equity Deferred consideration: Earn-outs CVRs Case study: Pharma company contingent payments Session 3: LBOs and restructuring Disposals by LBO Public to private Timetable Financing methodology Leveraged recapitalisations as a restructuring Case study: Materis secondary and tertiary buy-outs Session 4: Financial structure of LBO Credit requirements of lenders Senior/mezzanine split Inter-creditor issues Modelling the LBO cash flows Case study: Building LBO model (cash flows, credit ratios, exit values, rates of return, warrant calculation) Course summay and close
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