Corporate Finance

About this course

This 2-day course provides Participants with a solid grounding in all the key elements of Corporate Finance with which to plan and strategize around.

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Who should attend?

  • Company Directors and Executive Management
  • Corporate and Investment Bankers
  • Coverage and Relationship Bankers
  • Corporate and Commercial Lawyers

COURSE OUTLINE

  • Financial Statements
  • Overview of Corporate Financial Statements
    • Examination of Balance Sheet, Income Statement and Cashflow
  • Ratio analysis: Liquidity ratios (Stock Turnover, Debtor Days, Creditor Days), Profitability ratios (Gross and Net Margins), Safety Ratios (Gearing, Leverage, Interest Cover)
  • A critical look at EBITDA – how useful is it?
  • Creative Accounting
  • Horizontal
  • Overview of the Merger and Acquisitions landscape
  • Types of Mergers
  • Vertical
  • Conglomerate
  • Defensive
  • Case Studies
  • Why do most M&A transactions fail to deliver Shareholder Value?
  • of failed acquisitions (Daimler/Chrysler, AOL/Time Warner)
  • Characteristics of failed mergers; Synergies not delivered, Overpayment, cultural differences
  • Critical success factors for acquisitions
  • Process for acquiring a listed company
    • Scheme of Arrangement
    • Mandatory takeover triggers
    • Premiums
    • Shares vs cash
    • JSE Regulations that govern acquisitions
  • Hostile Take Overs
    • What is a hostile take-over
    • What makes a company vulnerable to a hostile takeover
    • Evolution of hostile takeovers from the ’80s to current times
    • Take Over Defences and strategies that can be employed by companies against a hostile takeover:
  • Poison Pills
  • White Knight/White Squire
  • Crown Jewel Lock Up
  • Golden Parachutes
  • Shareholder considerations in respect of defense measures to be employed
  • Leveraged Buy Outs (LBOs):
  • Typical LBO Capital Structure
  • Bridge Funding: Role in Acquisitions, Typical Structure
  • Private Equity principles / Importance of debt in enhancing PE returns
  • Determination of Debt Capacity
  • Debt structure and Scheduling
  • Refinancing Risk Assessment
  • Internal Rate of Return (IRR) in decision-making
  • Company Valuation
    • What is the value of a company?
    • Break Up Value vs Going Concern
    • Market Valuation: p/e, market capitalisation
    • Valuation using other comparables
      • Similar Company comparables
      • Transaction Comparables
    • Net Asset Value (NAV) Valuation
    • Valuation using the Discounted Cash flow method
  • Free Cash Flow – Deriving Free Cash Flow to Firm (FCFF)
  • Concept and calculation of Weighted Average Cost of Capital (WACC), The Capital Asset Pricing Model (CAPM)
  • Discounting: Calculating Primary period and Terminal Value cash flows
  • Enterprise Value vs. Equity Value
  • M&A Financing – Loan Market:
  • Bridging Loans
  • Raising Debt: Syndications/Club Deals/ Bi-laterals
  • Senior Debt: Role and structure in leveraged transactions
  • Mezzanine Finance: Definition of, role in leveraged deals and Private Equity
  • PIK Debt: PIK Loans/PIK toggles. Role and structure in highly leveraged transactions
  • Loan Documentation: Covenants, Reps and Warranties, Cross Default/Cross Acceleration
  • M&A Financing – Debt Capital Market:
  • High Yield Bonds: Issuing Process/Comparison with other forms of debt
  • Convertible Bonds: Issuing Considerations/Benefits and Drawbacks compared to other forms of Debt
  • M&A Financing – Equity Capital Market:
  • IPOs
  • Rights Issues
  • Issue of shares of cash
  • Accelerated Book Build (ABB)
  • Other Corporate Actions
  • Spin-offs
  • Split offs
  • Equity Carve-Outs
  • Share Buy Backs

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