Expert Strategies & Negotiation Techniques in M&A Training Week

Attend this training week programme and save over 15% on the combined price of: Expert Strategies & Techniques in M&A (Days 1-3) Negotiation Techniques in M&A (Days 4-5) The overall objective of the M&A Expert Strategies, Techniques and Negotiation Skills Week is to present, over five days, a comprehensive and focused approach to all issues that must be included in the toolkit of successful deal making. The initial focus is upon understanding all of the challenges essential in masterminding the deal, from its inception, to completion of the transaction and implementation. As such, it draws heavily upon the use of the tools of corporate finance to ensure that value creating strategies are selected, and the appropriate techniques are applied, like carefully structured synergy assessment. Negotiation and related transaction issues are dealt with in the latter part of the week as a distinct element, in recognition that often the high stakes involved, combined with extreme time pressure and limited understanding of how to manage the negotiation process, may cause mistakes to happen. The focus is upon negotiating the key aspects of the transaction which impact value for both buyer and seller and on creating the right framework and strategy for enhancing value to the seller or retaining value for the buyer. The combined courses cover M&A from the perspective of both strategic and financial buyers, making it of relevance to those developing an in-house capability to acquire; those involved in an advisory capacity, like consultants or lawyers; plus participants in privately financed deals, like buy-outs. By attending this 5 day programme you will learn: The key characteristics of successful M&A and why most mergers fail M&A valuation techniques and how to recognise the games that can be played with them Why is important to understand the perspectives of the different parties involved and incorporate then in M&A analysis What is really meant by “synergies” and why is it important to distinguish between the different types How to analyse and incorporate synergies within M&A valuation How to use due diligence to its best advantage and the importance of commercial due diligence Why understanding financing options is important and what they are What are the options for structuring deals What are the essential features of leveraged buyouts and how to structure them What is different about the strategic buyer and the private equity perspective Why is negotiation strategy important and how to develop it What are the negotiation challenges within the M&A process and how they can best be managed Each of the modules are individually bookable.
Day 1 Part 1: Expert Strategies & Techniques in M&A Strategic Value Analysis of M&A: the interplay of corporate finance, strategy and financial economics M&A in perspective M&A differences – boom and bust Rationale for M&A and the influence of the market for corporate control on the form of the deal M&A activities M&A toolkit Why acquire? How to create shareholder value and the importance of M&A Understanding the core components of value creation and the risk-return trade-off Tensions in creating shareholder value – other stakeholder perspectives and potential differences vis-à-vis management and lenders – the agency issue Characteristics of successful versus unsuccessful M&A deals The ‘winner’s curse’ Case study: 7 steps for successful M&A Develop a strategy and select M&A route Screen candidates Value short list Evaluate synergies Negotiate the deal Conduct due diligence Manage post-merger integration Applying the 7 steps Develop a strategy and select M&A route Defining M&A objectives consistent with corporate strategy Understanding the source(s) of your success Estimating funding potential Identifying success criteria and avoiding the winner’s curse Screen candidates What can be established from publicly available information What is required from the due diligence process How to form a realistic view of the acquisition opportunity Due diligence, why is it important and the key issues Legal, accounting, management and environmental issues Critical importance of commercial due diligence Is specialist advice required and what are the key issues in selecting advisors? How will success be measured internally and by the market? What will need to be done post acquisition? Value short list Understanding value drivers Estimating sources of value from value driver assessment Valuation What are the different methods that can be used to value mergers and acquisitions and when should they be used? Developing and using a financial model to evaluate prospective targets Incremental Value Effect (IVE) approach for valuing targets and synergy effects, and alternative approaches Value driver analysis and applying free cash flow analysis to business valuation Cost of capital estimation and terminal value issues Discounted cash flow to the firm and equity – when to use each Triangulating IVE value Asset Valuation Comparables Price/Earnings Enterprise Value/EBITDA Price/Sales Market-to-Book Case study: Delegates learn how to apply all valuation methods in M&A analysis Day 2 Evaluating Synergies Using Valuation Analysis What are synergies, how are they measured and how can they be analysed within a transaction? The strategic context Importance of understanding different perspectives Control premium Valuation of synergies Perspective analysis The synergies framework Operating Financing Tax Valuing the acquisition target with synergies Structuring the deal: How much should we pay? Howshould we pay? The basic term sheet Case study: Delegates value the synergies resulting from a potential acquisition, adjusting for risk and cost-of-capital effects and incorporating the results of potential synergies Evaluating Financial Synergies Understanding the substance of a potential acquisition opportunity Identifying the value of the various parts of the business Applying peer group analysis Debt capacity, financing synergies, and estimating the potential for refinancing Identifying options Defending a bid Potential defences to a bid Defences used in practice - a review Case study: Delegates evaluate the financing and operating synergies resulting from the potential acquisition of a multi-business operation, adjusting leverage, risk and cost-of-capital effects and incorporating the results of potential synergies Day 3 Financing Acquisitions Understanding and determining the optimal capital structure: debt, equity and other alternatives, e.g. mezzanine Different types of finance Senior secured debt Asset-based finance Bridge financing Mezzanine debt High-yield bonds Subordinated seller notes and earn-outs Understanding Privately Financed Deals Understanding the difference between the corporate (strategic) and deal (financial) perspectives What is the fundamental basis of the privately financed perspective? Key issues and priorities in privately financed deals Creating a funding structure Valuation Due diligence Negotiation Legal issues and documentation Leveraged buyouts Case study: Delegates evaluate a potential LBO in terms of the funding structure and respective rewards to involved parties Private equity M&A Integration What are the key issues in making an acquisition work? Pre M&A integration planning Identification and estimation of potential problem areas Technology Organisational structure Culture Management and administration Compensation and motivation divestitures Scheduling and setting milestones Day 4 Part 2: Negotiation Techniques in M&A Negotiation Strategy What are the key issues in developing a negotiating strategy? Understanding the negotiation process Negotiation tactics for closing the gap Managing the negotiation environment Team selection issues Role of investment bankers and other advisors Developing a negotiating stance Strategies for Maximising Value for the Vendor Acquisition defence strategies Practical issues in their application Double track approach to realising value Refinancing – pros & cons IPOs Demergers and hive-downs Negotiating – the Initial Stages (pre-signing the SPA) Heads of Agreement (MOU/LOI) as a negotiating tool Advantages of using Heads Disadvantages of using Heads Guidelines for negotiating Heads Legal issues in re the Heads (enforceability) Negotiating aspects re the exclusivity agreement Confidentiality agreement – rationale and use and real application Selling a Business: General Tactics for Enhancing Value A lateral approach to identifying value Identifying the “best” buyer – key criteria Different types of buyers – strategic versus private equity Summary of key differences Identifying what they want Sale, demerger or hive-down Using the appropriate sale process to extract value Auctions generally When to use an auction – pros and cons What kind of auction is most appropriate Day 5 Tactics for Retaining Value in the Auction Process Vendor due diligence What is it Use and application Pros and cons Vendor assist – how it can enhance the deal Stapled financing What is it and when to use it How it can enhance value Other tactics to extract value Milestones in the exclusivity Pay to be involved Accelerated auctions Dealing with Management Conflicts (retaining value) Identifying conflict and potential value erosion from Managers Using sweet-heart deals to enhance value Rationale Typical terms Other tactics to avoid value-leakage Reverse warranties – to minimise risk Structuring the Offer: Impact on Value Understanding the underlying value Assessing the value drivers Separating value logic and value data Making best use of due diligence Understanding the fundamental business risks Techniques for mitigating the risks Value versus price The role of synergies -value is in the eye of the beholder Valuing synergies Interaction of Price & Terms – How the terms of the deal can impact value Issues affecting the overall value Representations & warranties as a tool for limiting exposure Structuring the Deal Different ways of structuring the deal – impact on value Acquisition of assets – key issues and application Acquisition of shares – key issues and application Structuring the Consideration The main forms of consideration: cash versus shares Pros and cons of cash Pros and cons of shares Using other forms of consideration to bridge the value-gap Senior secured debt Asset-based finance Bridge financing Mezzanine debt Hybrid bonds Payment In kind (PIK) Subordinated seller notes and earn-outs Course summary and close