Advanced Negotiation Issues in M&A Course

 Location: London (Central)

This programme is aimed at those with a working knowledge of the M&A process. Negotiation starts from the first contact between the parties and continues as a seamless thread throughout the deal and afterwards.

This programme focuses on the negotiating the key commercial 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 early part of the course places considerable emphasis on initial negotiating tactics in M&A deals. In particular, when viewed through the eyes of a seller, the course covers the general tactics that may be deployed in enhancing the value of the assets or business for sale. The programme then develops by explaining the structural points of an offer that could impact on valuation, and how these might be negotiated.

Overall, participants will gain a good knowledge of the areas of debate within the M&A process and how these can best be addressed and, through negotiation, turned to good advantage.

Course categories:Investment Banking / M & A Courses, Investment Banking / M & A Inhouse

COVERED TOPICS

Strategies for maximising value for the Vendor

• Double and triple track approach to realising value
• Refinancing / Recaps – pros & cons
• IPOs
• Sale of 100%
• Sale of minority stake
• Demergers and hive-downs

Negotiating – the Initial stages (pre-signing the SPA)

• Heads of Terms 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
• The role of break fees as a negotiating tool

Selling a business – general tactics for enhancing value

• A lateral approach to identifying value
• Identifying the “best” buyer – key criteria
• Trade vs PE buyers
• 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

 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 play
• 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
• Typical pitfalls and how to avoid them
• Other tactics to avoid value-leakage
• Reverse warranties – to minimize risk
• Side letters – get out of jail

Structuring the Offer – impact on value

• Offer structure – cash free, debt free with normalised working capital/net asset value etc
• Analysis of the five key value drivers / areas for due diligence & value
• Cash, debt, working capital, capex and EBITDA/cash run rate
• Techniques for mitigating the risks
• SPA structuring which approach and why – Locked box vs Completion Accounts
• Locked Box
• Application
• Key issues & Risks
• Completion Accounts
• Application
• Key issues in avoiding the pitfalls

The Sale & Purchase Agreement and related documents

• Value vs Price
• The role of synergies
• Value is in the eye of the beholder (Go / Easyjet etc.)
• 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
• Deed of Indemnity- caps and collars
• Disclosure – techniques for capping liability

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 vs Shares
• Pros and cons of Cash
• Pros and cons of Shares
• Using other forms of consideration to bridge the value-gap
• Consultancy agreements vs Service agreement
• Payments for Restraint of Trade
• The role of Vendor Loans to bridge the value gap

Earn-outs – a tool for arbitrage

• Anatomy of an Earn-out
• Use & application of earn-outs
• Key negotiation issues
• Duration and key issues
• Benchmarks (EBITDA, EBIT, NPAT, other metrics)
• Typical pitfalls for buyer
• Typical pitfalls for seller

General guidelines for effective negotiating

• 5 Key issues everyone should remember in Negotiating M&A
• Price isn’t everything (10 aspects affecting the value)
• Managing the other side … good bad & ugly
• The Art of making concessions
• Why making the first offer can be a very good idea
• 8 common mistakes in negotiating the deal (& how to avoid them)

REGISTRATION & PRICING INFORMATION

Contact us if you are looking to book multiple participants as we offer discounts as follows:

• 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:

Registration price

675.00

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Price: 675.00 GBP
Location: London (Central)
Event date: 29.06.2012 - 29.06.2012
Event duration: 7h30
Event time: 09.30 h - 17.00 h

ADDITIONAL DATES

CONTACT US

Email: info@financialveritas.com

Phone: +44 208 133 5917