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
  • 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

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