The importance of how a deal is structured is captured in the saying, ‘You name the price and I’ll name the terms – and I’ll win every time!’ The Acquisition Finance program introduces participants to the theory and practice of finance in mergers and acquisitions (M&A). The program provides the necessary tools to understand and apply the financial side of structuring the deal. The program considers both public and private deals and large corporations and SMEs as market participants. Typical topics include capital structure and financing choices, appropriate valuation methods, debt capacity, leveraged buyouts and corporate restructurings, value creation in mergers and acquisitions, and deal design. Case studies and discussion include both European and US examples.
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How you will benefit
- Understand shareholder wealth maximization as an objective framework in finance
- Understand the tradeoffs between forms of payment and equity and debt financing
- Recognize and exploit unused debt capacity
- Better understand how to complete deals in difficult markets
- Understand the major differences and challenges between public and private deals
- Understand the major differences between large corporations and SMEs
- Understand the role of liquidity discounts and control premia
- Examine the types of debt and equity best suited to the acquirer’s and target’s objectives
- Strengthen bargaining and deal design in acquisition finance and merger advisory work
- Explore cash flow and balance sheet models for valuing and structuring a deal
- Understand the role of collars, toeholds, earn-outs and termination fees
- Gain the expertise to enter the financing process with confidence and skill
Goals and objectives
This program presents an introduction to current tools and concepts related to evaluating M&A, highly leveraged restructurings, and designing appropriate financing. In this two-and-half day course (one full day – one evening – one full day), we consider valuation and the choice between debt, equity or other securities, how to fully exploit the debt capacity of the firm, and what types of financing best suit both buyer and seller objectives. We combine these perspectives with an emphasis on the creation of value for equity holders, mezzanine investors and bankers.
The program begins with an overview of valuation methods relevant to acquisition finance and a discussion of how leverage can create or destroy value. The program then proceeds with lectures and case discussions to present a framework for the analysis of highly leveraged transactions. Particular attention is given to capital structure considerations. During the evening session a guest speaker will present an anatomy of an actual M&A case relating the concepts covered during the day to a real-world scenario. The second day of the program continues with a discussion of risk mitigation in M&A deals, the link between theory and practice and the practical application of M&A deal design.
The specific aims of the program are to:
- Provide a framework for critically evaluating financing proposals and the alternative choices confronting the deal designers. It will survey the tools and analytics that could be employed in assessing the deal terms and the (hidden) alternative terms. The emphasis is on practical means of developing a “view” about these proposals.
- Help understand the impact of leverage on a deal and assess associated challenges in valuation and risk analysis. Key goals are to understand possible opportunities for transaction design, to think critically about the specifics of financing, and to anticipate the implications of deal design for success, measured both in completion of the deal and its long-term value.
- Understand bargaining and deal design in acquisition finance and merger advisory work.
The program emphasizes the range of choices confronting the deal designer and the need to make sensible trade-offs in arriving at a successful agreement.
2, 5 days
|Day 1||09:00 – 20:30 (including a session with a guest speaker in the evening)|
|Day 2||09:00 – 17:30|
Overview of Acquisition Finance: Structuring the Deal
This session presents an overview of the program – outlining advantages, risks and current trends in acquisition finance. Particular attention is given to sources of gains in acquisition finance and the opportunities and risks entailed in highly levered transactions. The following topics will be discussed:
- Timeline of the acquisition process
- The case for shareholder wealth maximization
- How acquisition finance creates value
- Types of deals
- Participants, products, risk and return
- The importance of markets
- Motives for acquisition
- The Whole Deal Approach:
– Understanding participant motivations
– The interaction of deal components
M&A and Valuation
- Cash flows
- Cost of capital
- How capital structure creates or destroys value
- Capital Structure Theory – a review
- The three impacts of debt
- Debt versus equity: classic tradeoff versus pecking order
- Considering the various types of debt and equity
- High leverage: LBO valuation
- Ideal qualities for LBO candidates
- Capital structure practice: balance sheet and cash flow models
- Understanding the cycle of purchase price multiples
- The Private Equity Approach to valuation and capital structure
- Assessing the market response to merger announcements: empirical evidence
- US and Europe
- Large corporations and SMEs
- Cross-border deals
Evening program: a practical case study with a guest speaker
Structuring the Deal: M&A Strategy, Synergies and Mitigating Risk
- Characteristic of successful deals
- Defensive strategies
- The most important risks of the deal
- Mitigating deal risk
- Contracts and contingencies
- Floors, caps, collars
- Termination fees
- Fixing the broken deal
Acquisition Finance – Structuring the Deal is an introductory course designed for professionals with a desire to learn more about the role of finance in M&A transactions, buyouts or recapitalizations. This program can be taken as a follow-up to AIF’s Mergers and Acquisitions program or as a stand-alone course. No experience in acquisition finance is required. However, the course assumes participants are comfortable with basic valuation techniques (e.g., DCF, multiples, etc.).