Mergers & Acquisitions (M&A) – 2 Days
About this course
Understanding the principles of M&A is essential for a range of professional practitioners. This will allow company directors, Bankers and Lawyers to critically assess and evaluate a company’s acquisition strategy, ask pertinent questions and be able to confidently and competently discuss these all aspects of a merger or acquisition.
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Who should attend?
- Company Directors (Executive and Non-Executive)
- Financial Managers
- Corporate and Investment Bankers
- Corporate and Commercial Lawyers
COURSE OUTLINE
Merger & Acquisitions theory
- Types of Mergers
- Horizontal
- Vertical
- Conglomerate
- Defensive
- Why do most M&A transactions fail to deliver Shareholder Value?
- Case Studies of failed acquisitions (Daimler/Chrysler, AOL/Time Warner)
- Characteristics of Failed Mergers
- Characteristics of successful M&A transactions
- Case Studies
- An examination of critical success factors for acquisitions
- Hostile Take Overs
- What is a hostile takeover
- 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
- Shareholder considerations in respect of defense measures to be employed
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
- NAV
- Valuation using the Discounted Cash flow method
- Free Cash Flow
- Calculating Cost of Equity (CAPM)
- Calculating Weighted Average Cost of Capital (WACC)
- Calculating Primary period and Terminal Value cash flows
- Enterprise Value vs. Equity Value
Leverage Buy Out (LBO)
- What is an LBO
- The typical capital structure of an LBO
- Private Equity Principles
- Debt vs Equity Financing
- Private Equity principles
- Use of IRRs in decision-making
Funding alternatives for an M&A transaction
- Loan Market
- Bridge Loans (Principles, structure)
- Syndicated/Club Deals/ Bilateral Loans
- Mezzanine Finance
- PIK Loans/PIK Toggles: Role and structure in highly leveraged transactions
- Debt Capital Market (Bonds)
- Conventional Bonds (Nature of, Issuing Process)
- High Yield/Investment Grade
- US$: Reg S vs 144A
- Convertible Bonds: Issuing Considerations/Benefits and Drawbacks
- Conventional Bonds (Nature of, Issuing Process)
- Equity Capital Market
- IPO’s (Reasons, Process)
- Rights Issues: Reasons, pros, and cons
- Issue of shares for Cash
- Accelerated Book Build (ABB): Nature and uses