Mergers & Acquisitions Course

Location: London (Central)

Dates: 25.09.2012 - 27.09.2012

Duration: 3 Days

Price: 1,625.00 GBP

This three day seminar covers all aspects of buying and selling private companies and management buy-outs. On the first day all aspects of an acquisition process from initial strategies for expansion through to planning, due diligence, negotiation, execution and the preparations for a successful integration will be covered. The major risks and problems likely to be encountered by professional advisers, principals and entrepreneurs are highlighted with guidance for their avoidance or mitigation. Process and commercial failures are examined and the necessity for a sound acquisition plan is emphasised. The second day focuses on the seller’s objectives, namely to achieve the highest price subject to the least onerous terms and to walk away from a transaction with measurable and finite liabilities. Participants will examine common errors and pitfalls in the disposal process and emphasises strategies for realising a maximum value for a seller whilst limiting the legal redress of a buyer. Procedures for valuing a company and for the planning, negotiation and execution of its sale are described together with the meaning and effect of representations, warranties and indemnities. Participants will also review the principal points to be negotiated in the Sale & Purchase Agreement to limit a seller’s liability. The third day covers management buy-outs and highlights the objectives of the various parties involved and the manner in which a successful transaction can be achieved. The financial instruments employed are examined in detail together with the valuation, pricing and structure of the deal. Course categories:Investment Banking / M & A Courses, Private Equity / Venture Capital, Investment Banking / M & A Inhouse, Private Equity / Venture Capital Inhouse
COVERED TOPICS

Day 1: Introduction Reasons for acquisitions Process and commercial errors Why acquisitions fail Planning for success Formulating the strategy Acquisition criteria Searching for growth Alternative strategies The acquisition plan Preparing the management Measuring the risk Locating and screening the targets Assembling the professionals Approach tactics Investigating the target Commercial due diligence Deciding on the price Further due diligence Evaluating the synergies Guidelines on negotiation Establishing clear objectives Representations, warranties & indemnities Earn-outs Assets or shares? Pre-sale hive-down? Integration A merger of equals? Handling staff and political problems Effective internal & external communication Implementing decisions Avoidance of disintegration Day 2: Introduction Typical mistakes in disposals Reasons for selling Planning for success Preliminary considerations Valuation Initial guidelines NAV, DCF & PERs Valuation by comparison Pre-sale planning Appointment of advisers Disclosure to advisers Engagement letter and fees ‘Sell side’ due diligence Preparing the management Grooming and separation issues Executing the sale Writing an Information Memorandum Searching for a buyer Confidentiality Letter Letter of Intent & Heads of Agreement Sale & Purchase Agreement Negotiations Preparatory tactics Arguments on valuation Exclusivity Representations, warranties and indemnities Limitation of seller’s liability Earn-outs Legal considerations Completion accounts ‘Locked box’ transactions Avoiding unprofessional tactics Completion		Day 3: Background Private equity Different types of transaction An effective Business Plan The MBO decision Suitability of the business for an MBO The management’s perspective How much should the MBO team invest? What percentage equity should they get? The vendor’s perspective The investors’ perspective The parties and their roles Private equity house Accountants Solicitors Bankers Structure of the deal Pure equity, quasi equity & ratchets PIK, mezzanine & zeros Vendor loan notes Junior debt/mezzanine finance/zeros Senior debt & alphabet notes Tax considerations Decisions on insurance and pensions Additional complexities of public-to-private deals Exit route Planning Trade sale Share buy-back Second round buy-out Flotation

REGISTRATION & PRICING INFORMATION

1-2 participants - full price
3-4 participants - 15% discount
5-6 participants - 20% discount
7-8 participants - 25% discount
Over 9 participants - 30% discount

For more information or to be contacted by the event provider please fill this form:

Price: 1,625.00 GBP
Location: London (Central)
Event date: 25.09.2012 - 27.09.2012
Event duration: 3 Days
Event time: 09.30 h - 17.00 h

ADDITIONAL DATES

Email: info@financialveritas.com

Phone: +44 208 133 5917

Mergers & Acquisitions Course

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