mergers & acquisitions - new york city
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8/3/2019 Mergers & Acquisitions - New York City
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3 day cou
Who Should Attend? Lending bankers Members of M&A execution
and origination teams ininvestment banks, corporationsand law firms
M&A lawyers and accountants Credit analysts Security analysts Strategic planners Investors Private equity investors Finance directors, heads of
legal departments, CFOs,management and strategyconsultants
Government agencies involved
in privatization or privatefinance initiatives
Market regulators
Mergers & Acquisitions
Learn he echniques o enhance shareholder value hrough beer capial
srucuring decisions or acquisiions
Deepen your knowledge o he mehods o valuing companies
Obain a greaer awareness o how o srucure and inance mergers
and acquisiions
Examine he principles involved in srucuring highly leveraged ransacions
Develop an undersanding o he due diligence process and learn how risk can be
managed and miigaed
Develop negoiaing skills in he M&A process
Course Director: Paul Richards
By attending the course, you will:
A 3-day training program for experienced M&A professionals in investment banks,
law and advisory firms
N
EWY
ORK
CITY
January 2325, 2012
Secure your place! Register before December 16 at
www.euromoneytraining.com/Financial-Training-Americas.html
Should you miss this booking date please call+1 212 224 3463 to check availabili ty.
nquire or register your interest today!eb Emailww.euromoneytraining.com/Financial-Training-Americas.html [email protected]
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8/3/2019 Mergers & Acquisitions - New York City
2/4nquire or register your interest today!eb Emailww.euromoneytraining.com/Financial-Training-Americas.html [email protected]
Copyright Euromoney Training 2012
Course Director
Mergers & Acquisitionsourse Objectivese aim of this course is to providerticipants who already have some
ansaction experience with further
posure to M&A, company valuationd deal structuring and financing. Youll also be introduced to internationalactice in executing mergers andquisitions, including an appreciationtoday's market practices andocedures including due diligence,counting issues and valuationchniques.
ourse Backgrounderger and acquisition activity inrope and the rest of the world hasen very high with scores of mega-als dominating the businessadlines.
couragingly, M&A activity is comingm an array of sectors, from bothde and financial buyers and from ade range of countries. Euromoneyainings unique training course onergers & Acquisitions hosted byrmer UBS and HSBC expert Paulchards will give you the knowledgeu need to take advantage of therrent wave of M&A activity.
u will learn about structuring andancing transactions including theest innovative financing techniques d about sound company valuationchniques, which form the basis of allccessful deals. The course will alsong an understanding of buyers andlers motivations, the problemscountered when advising clients andw to overcome them throughgotiation.
these corporate governance focused-mes, the course will pay specialention to the role of due diligence andimpact on value. Furthermore, it will
cus on new areas of activity such asbitrage strategies in M&A situations.
ost importantly, Euromoney Trainingsergers & Acquisitions course will becompromisingly practical, using reale case studies and computermulations to provide a true awarenesswhat makes M&A work. You will digwn into deals to find out how theyre structured, financed, managed andey will be rewarded with exceptionalareness of how to succeed in M&A.
Agenda
Paul Richards
Paul Richards, a rainer or Euromoneyraining, graduaed rom CambridgeUniversiy wih a degree in mahemaics andhas a masers degree in businessadminisraion rom London Business School.He is also a CFA charer holder, an Associaeo he Charered Insiue o Bankers, aMember o he Associaion o Corporae
reasurers and a Fellow o UKSIP. Paul hasmore han 20 years invesmen bankingexperience specializing in domesic andinernaional corporae inance a UBS(Warburg), HSBC and Map Securiies (paro Skandia Insurance and Mapre, Spain).He was also he chie execuive o heLondon merchan banking operaion oCredi Indusriel e Commercial, a major
French banking group. Paul has exeirs hand experience o: Mergers anacquisiions; IPOs; bond issues; secomarke issues; privaizaion; debsyndicaions; corporae reasury; eqvaluaion; invesmen analysis; securderivaive valuaion; privae equiy;modeling; corporae governance ancompliance. His consuling and rain
Day 1PREREQUISITES TO A SUCCESSFUL DEAL:
Key steps in the M&A process
Strategic decision making: do companies need to grow?
Acquisition versus organic growth
What is success?
Strategic considerations
Types of transaction
Types of synergies
Screening potential targets
Strategic alliances as an alternative to growth by
acquisition
Advantages of forming alliances or joint ventures
Structuring the relationship
Success factors
Exit routes
What can go wrong?
Texas chainsaw clauses in JV agreements
Due diligence: friendly / hostile deals
Legal risks in acquisitions
Mitigating risk via due diligence
Legal protections
Credit risk in the event of a problem
Impact of the nature of the transaction (friendly / hostile) on due
diligence
CASE STUDY: Issues arising in due diligence or anice cream disribuor
M&A valuation: cash flow approach
How value is driven by cash flows, not profits
Calculating free cash flow
The value drivers and the basis of cash flow valuation
Cost of equity: dividend models
Capital structure concepts
Components of weighted average cost of capital
Cost of debt: coupon v. yield, market v. book value, tax prob
default risk
The cost of equity
CASE STUDY: You will value an acquisiion arge using WACacing as buyer or seller
Day 2VALUATION AND STRUCTURING
Multiples based valuation techniques
Asset valuations: forced sale v. going concern
Price / Earnings multiples
Earnings related multiples: EV to EBIT, EBITDA, cash flow
Other multiples: sales, book value, per pop, PEG, EEG rati
relative multiples
Selection of comparable companies
Cross border issues for valuation
CASE STUDY: A breakup analysis or a major conglomeraeValuaion riangulaion
Using comparable deals as valuation benchmarks
When are comparable deals not relevant
Measuring the value indicators
Measuring the premium for control
CASE STUDY: You will underake a compeiive negoiaion price an acquisiion
Valuing the acquisition and deal structuring
Financial analysis: producing pro forma projections
Valuing synergies and assessing the reality of achieving them
Analyzing the effect of synergies on financials including ear
Assessing the impact on the value of the acquirer's shares
Paying with shares or cash or a combination?
Pros and cons of each
The breakeven price earnings ratio for debt
Dilution of earnings per share and EBIT
Bridging the valuation gap: earn-outs
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8/3/2019 Mergers & Acquisitions - New York City
3/4ail elephone Facsimile
[email protected] +1 212 224 3463 +1 212 361 3499
About UsEuromoney Training has been themarket-leader in the provision ofpractical banking and financialtraining since its inception in 198Over the last decade we have trainmore than 30,000 marketprofessionals globally, continuallymatching their financial training nwith an incisive, practical and topportfolio of financial training coucovering all financial and legal se
In-house TrainingOur in-house courses offer a highcost effective training option for yand your clients. We can deliver aour programs in your chosen locaat a time which is convenient for
For further information, please co
Tel: +1 212 843 5225
Email: [email protected]
VenueAll of our training courses are hel4-5 star centrally located venues. training venues are selected by botheir location and training andrefreshment facilities, this ensurethat you will only learn in comforand convenient environments. Duto the variation of delegate numbeconfirmation of the venue, full adand details of how to get there canonly be sent to you approximatelyweeks prior to the course start.
AccomodationIf you require accommodation for
duration of the course, EuromoneTraining has negotiated discounterates on your behalf for standardrooms. We strongly advise to makehotel reservation early. To book a and for the most competitive ratescurrently available, please contact
Tel: +1 212 224 3463
Email: [email protected]
NEW YORK CITY
ook by December 16 to guarantee your place!
ns have included a wide range oanizaions such as Bowring, Financialvices Auhoriy, Associaion orporae reasurers and heparmen o Public Enerprises (Souhica). He has also been involved in
per winess work. He was previously amber o he Financial imes/Sockhange Indices Commiee, a member
o he Accouning Sandards Boardssubcommiee on he Operaing andFinancing Review, a member o he UKSIPCommiee which inroduced HeadlineEarnings and he has also served as a nonexecuive direcor o a lised company. Paulwon he 2004 Winco Foundaion Prize orhis aricle "Lessons in shareholder value" onhe boom and bus in new economy socks,
published in Proessional Invesor (hejournal o he UK Sociey o InvesmenProessionals he UK member sociey ohe CFA Insiue). He has augh MBAsand Masers in Finance sudens a CassBusiness School in he Ciy or more han12 years in a range o inancial disciplinesand has rained sa a major ciy houses.
ASE STUDY: You will roleplay as compeing bidders obmi proposals o a vendor
he impact on the financials of the bidder
Financing with equity or debt? Pros and cons of each
Establishing the amount of debt that can be used
Assessing the type of debt that can be used
Using bridge finance pending equity or debt issues
ASE STUDY: Equiy bridge and bond issue bridge byernaional acquirer
ay 3ANCING THE ACQUISITION
everaged buy-out as a defence mechanism
Types of leveraged transaction: LBO, MBO, MBI, BIMBO, IBO,
LBU, P2P
Acquisitions suitable for leveraged finance
LBO analysis as a valuation metric
LBO deal structuring: equity and debt
The leveraged buy-out process
Leveraged recapitalization as an alternative exit strategy
ASE STUDY: Esimaing reurns in a recen buyou o ayou (BOBO)
ublic M&A transactions
Takeover codes, practices
Documentation
Impact of friendly v. hostile on price, due diligence, financing
Strategies and tactics implications for defence
Regulatory issues
ASE STUDY: You will compee o negoiae an acquisiionquisiion inance
Senior debt multiples
Mezzanine: cost and use of warrants
Second line financing
High yield bonds
Bridges to second stage financings
CASE STUDY: Highly leveraged LBO inancing
M&A arbitrage trading
Hedge fund strategies in M&A situations
Liquidity costs
Outcome analysis
Risk-return trade-off
Hi CASE STUDY: you will compee o run arb rading posiions ina akeoverghly leveraged LBO inancing
Course summary and close
Tis program is available in-house.
For urher inormaion, please conac:
+1 212 843 5225
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8/3/2019 Mergers & Acquisitions - New York City
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egistration forms, please regiser me or Mergers & Acquisitions
January 2325, 2012 (EUF2260) $4,950 NEW YORK CIY
3 day cou
FeesFees include tuition documentation, lunch and refreshments.Delegates are responsible for their own accommodation.
An invoice will be sent upon receipt of registration form.Please note, payment must be received prior to course start.
Mergers & Acquisitions
January 2325, 2012 Course Directors: Paul Rich
By attending the course, you will:
Learn he echniques o enhance shareholder vhrough beter capial srucuring decisions oracquisiions
Deepen your knowledge o he mehods ovaluing companies
Obain a greaer awareness o how o srucurefnance mergers and acquisiions
Examine he principles involved in srucuringhighly leveraged ransacions
Develop an undersanding o he due diligenceprocess and learn how risk can be managed anmiigaed
Develop negoiaing skills in he M&A process
Schedule ChangesEuromoney may occasionally find it necessaryto reschedule or cancel sessions and will giveregistrants advance notice of such changes.Euromoney Training will not accept liabilityfor costs incurred by participants or theirorganizations for the cancellation of travelarrangements and/or accommodationreservations as a result of the course beingcancelled or postponed. We thereforerecommend that delegates take out travelinsurance.
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We occasionally allow reputable companiesoutside the Euromoney Institutional InvestorPLC group to contact you with details ofproducts that may be of interest to you.
If you do not want us to share yourinformation with other reputable companies,please tick this box.
CancellationsA full refund less an administration fee of$150 will be given for cancellations up to 21days before the event. Cancellations must bemade in writing (letter or fax) and reach thisoffice before the 21 day deadline. Delegateswho cancel less than 21 days before the event,or who dont attend, are liable to pay the fullcourse fee and no refunds can be given.However, if you wish to attend the nextcourse, and you have paid your course fee infull, you will only be invoiced for 25% of thatcourse fee. Please note that the next coursemust take place within 6 months of the initialapplication. Of course, a replacement isalways welcome. For more informationregarding administrative policies, pleasecontact our office at +1 212 224 3463.
ourse Venue and Accommodationr details of course venue, please contactromoney at +1 212 224 3463
ee registration fee covers seminar materials,reshments, and lunch. Fee must be paid 21rking days in advance by cash, companyeck (U.S. dollars), VISA, MasterCard, or
merican Express.
eam Discountshen two people from the same organizationgister, each gets a discount of 5%.gistrations must be made at the same timed paid for together and may not be
mbined with any other discount.
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