London School of Corporate Finance

In a volatile economic climate, the world of corporate finance is continuously evolving and increasingly complex structures and techniques are being devised and implemented for companies to compete on a global level. Therefore corporate finance techniques and structures offer many companies the opportunity for growth. However problems occur when these different financing structures are either not fully understood or the wrong strategy is implemented. When putting together any corporate finance deal, creating shareholder value is vital. And, as history has taught us, over three quarters of M&A transactions worldwide fail to add value for the acquirer's shareholders and misplaced acquisition programmes often result in financial distress or bankruptcy. The School of Corporate Finance is a practical how-to programme taught by an internationally renowned corporate finance expert. The course takes you through all the forms of corporate finance from M&A to IPO's to LBO's. Strategy, Structuring and valuation are key themes throughout, and upon return to your organisation you will be fully prepared to put your learning into practice. For each night of the course, delegates will be given an article about a recent or current deal that is used for discussion the following morning, helping to put the topics learnt into the context of the current market. How will this course assist you? Learn practical valuation and structuring skills for all corporate finance transactions. In five days the course will demonstrate: Applications of corporate finance. Identifying and evaluating synergies. Valuation methodology and techniques. Cashflow approach vs. accounting approach. Cost of capital and capital structuring. M&A: public company takeovers and private company acquisitions. Leveraged finance and management buy-outs. Financing alternatives and typical financing structures. Exit strategies Who should attend? Corporate Financiers Financial Analysts, Planners and Corporate Decisionmakers Strategic Planning Executives Corporate Treasury Executives Accountants Management Consultants Lawyers Investment Analysts Investment Managers Supported by:
Day 1 M&A - generic issues Overview of corporate finance What is corporate finance? Growth by acquisition: are there alternatives? Strategic decision making Keys to success for acquisitions Public and private deals Case study: relative merits of growth options - organic, joint venture and acquisition for a company interested in China. Guest Speaker Presentation: Due Diligence and How to Use it Effectively in Acquisitions Why it is important to carry out due diligence Types of due diligence When to conduct due diligence How to get the most out of commercial due diligence:refining the scope Understanding business models Market analysis Customer insight Competitive analysis Forecast analysis Post-integration planning The six principals of due diligence Matthew Altham, Associate Director, AMR International The rationale for specific transactions: synergies & benefits Definition of synergy Types of transactions and synergies Problems with synergies Purpose of due diligence process Tie-in with warranties, indemnities and confidentiality issues Structuring transactions Buy shares or assets of the target company? Factors for and against either option Case study: motivations for buyer and sellers to choose cash or shares. Case study: choice of financing instruments for an acquisition. Exercise: impact of choice of debt vs. equity on EPS and PE ratio. Day 2 M&A - public company take-overs private company acquisitions Public offers: the rules General principles and conditions Major regulations for conduct of public bids Pricing and consideration Public and private deals: differences Conditions for recommended deals Advantages for buyers in seeking recommendations Case study: analyse competing bids for a quoted company and arrive at a recommendation of which offer to accept. Public offers: strategies and tactics (recommended and hostile bids) Differences between recommended and hostile bids Bidding strategies Defence strategies for target companies resisting a hostile bid Guest Speaker Presentation: What Makes Acquisitions Successful? Nature of the acquisition: does it fit a technology/geographical gap? Is it a bolt on? Is it strategic and direction changing? Finding the right targets: management chemistry vs the right price/fit Execution: how is the deal done? Friendly vs hostile The integration period Andre Shortell, Partner, GP Bullhound Private transactions: setting the scene Options for selling a private business Motivations of sellers and buyers Private transactions: the four key stages Sell-side Preparation and pricing Finding the prospective buyer Building up the bids Losing the deal Tips for prospective purchasers Case study: choice of sale method to maximise value. Day 3 Guest Speaker Presentation: Recent contractual trends in M&A deals Adam Bogdanor, Corporate Finance Partner at Berwin Leighton Paisner Company valuation Introduction to valuation Generic choices for valuation techniques Review of asset and dividend valuation Multiples valuation Comparative analysis Traditional ratios Enterprise value ratios Case study: value a company using comparable company analysis Newer ratios: PEG ratios, relative PE ratios and others Case study: selection of appropriate ratios for different sectors. Selection of comparable companies and/or transactions Case study: select comparable companies for an IPO candidate. Case study: review the results of comparable company valuation analysis and other methods and recommend valuation range. Discounted cashflow valuation Concept of discounted cashflow and free cashflows When should you not use free cash flows? Review of DCF methodology Terminal value Case study: test the key principles of DCF methodology. Case study: choice of projection period and terminal value methods. Calculation of Weighted Average Cost of Capital Sensitivity analysis Case study: review key variables in a DCF valuation, using an Excel model provided, to assess the impact of sensitivity analysis and recommend the final valuation range. Day 4 Equity fundraising - Initial Public Offerings Rationale for going public Reasons in favour / reasons against Alternatives to going public Continuing obligations for public companies Case study: analysing rationale for flotation. Generic stock exchange and market requirements Major issues: Profitability? Management? Track record? Methods of flotation Key choices: public offer vs. private placement, domestic vs.global, institutional vs. retail Structures: Offers for sale, placings, introductions Case study: identify an offer structure used by recent international IPOs. Picking the right stock market Case study: a recent flotation of an international company in London. Pricing and allocation - Fixed price vs. bookbuilding vs. tender price - Marketing: bookbuilding, roadshows, role of researchallocation of stock - Greenshoe and price support operations Exercise: reviewing book building results to set the price and allocate shares and comparing the results to those in a tender offer. Case study: pros and cons of the structure used for the Google IPOs Secondary issues Purpose and options Rights issues Share buybacks Case study: why are so many companies undertaking share buybacks? Summary The process of an IPO Definitions of success Role of advisors Exercise: identify criteria for selection of lead manager(s). Day 5 Private equity and leveraged buyouts Introduction Background to growth of the private equity market Transaction types Motivations of different parties and potential for conflicts of interest Legal and contractual issues Evaluating a buy-out candidate Differences in valuation Case study: analysing valuation and IRR of an LBO. Financing alternatives - Deal structuring and typical financing structures - Equity (management and institutional) - Senior debt and key factors - Mezzanine debt, second lien and high yield bonds Case study: comparison of recent financing structures. Case study: use an Excel model to analyse the structure of a potential public-to-private transaction and assess feasibility of the deal. What makes LBOs work? Non-financial input by VC Why buyouts work and don’t work Case study: evaluation of alternatives for exit and reasons for failure. Course summary and close