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

The post Mergers & Acquisitions (M&A) – 2 Days appeared first on Future Capital.

• Overview of Loan Agreements
• Different types of Loan Agreements (Syndications, Club loans, Bilaterals)
• Loan Market Association (LMA) Agreements
• Basic Information on Loan Agreements
• Details of Lenders
• Details of Borrower
• Facility Outline
• Specific Information
• Pricing (Margin, Reference Rates)
• Fees
• Representation and Warranties
• Legal Warranties and Commercial Warranties
• Concept of Continuing Representation and Warranties
• Covenants
  • Different types of covenants
  • Typical financial covenants
  • Typical non-financial covenants

• Events of Default
  • What are they?
  • Curing periods
  • Cross Default vs Cross Acceleration
• Conditions Precedent/Subsequent
  • Typical Conditions Precedent (CPs) in a Loan Agreement
• Jurisdiction/Choice of Law
• Importance of choosing the right jurisdiction and choice of law
• Preserving a Lender’s priority position
• Key covenants used to protect a Lender’s position
• Loan Sell-down
  • Different techniques for selling down a loan (Novation, Assignment, Sub-participation)
  • Borrower considerations

• Term Sheets
  • What are they?
  • Main features of Term Sheets

Who should attend?

• Corporate and Investment Bankers
• Corporate and Commercial Lawyers
• Financial Directors/Financial Managers
• Corporate Treasurers
• Investor Relations Practitioners

The post Loan Documentation Course Outline appeared first on Future Capital.

• Importance of Equity Markets
• Market Conventions
• Primary Market
• Secondary Market
• Over-the-counter (OTC) Market
• Stock Market Trades
  • Institutional Trades
  • Retail Trades

• Types of Equity
• Ordinary Shares / Different Classes
• Preference Shares
• Warrants
• ADRs
• Raising Capital on Equity Markets
  • Initial Public Offerings (IPOs)
  • Rights Issues
  • Shares for Cash
  • Accelerated Book Build (ABB)
  • Convertible Bonds

• Exotic Trading Instruments
  • Equity Derivatives
  • Single Stock Futures (SSFs)
  • Contracts for Difference (CFDs)
  • Exchange Traded Funds (EFTs)
  • Debt Securities

• Analysing Equities
  • Market Capitalisation
  • P/E
  • ROE / Cost of Equity / Cost of Capital / Company β (Beta)
  • Dividend Yield
• Shareholding Milestones
• Equity Market Corporate Actions
  • Share Splits
  • Spin Off / Unbundling
  • Split Off
  • Equity Carve-Outs

The post Introduction to Equity Markets appeared first on Future Capital.

• Financial Statements
• Overview of Corporate Financial Statements
  • The Company Annual Report
  • Directors Report
  • Audit Opinion
  • Accounting Policies

• The Income Statement
  • Lay out of Income Statement
  • EBITDA, EBIT
  • Effect of Depreciation and Amortisation policies on reported profits
  • Nature of capitalized costs and effect on reported profitability
  • Earnings per share (EPS), Headline Earnings per share (HEPS)
  • Ratios: Margins, Leverage, Interest Cover

• The Balance Sheet
  • Layout of Balance Sheet
  • Nature and treatment of Goodwill in the Balance Sheet
  • Capital Structure and Weighted Average Cost of Capital (WACC)
  • Ratios: Gearing, Debtors Days, Creditor Days, Stock Turn

• The Cash Flow Statement
  • Layout of Cash Flow Statement
  • Connection to Balance Sheet and Income Statement
  • Working Capital Changes
  • Cashflow Statement ratios

• Creative Accounting
  • Income Statement
    • Sales/Turnover recognition
    • EBITDA
    • Depreciation & Amortisation
    • Capitalization of Costs
  • Balance Sheet
    • Accounting for Goodwill
    • Intangibles
    • Fixed Asset Revaluations
    • Valuing Stock
    • Valuing Cash

The post Introduction to Corporate Credit Analysis 1 appeared first on Future Capital.

• Corporate Financial Managers
• Small Business Owners
• Corporate and Investment Bankers

Course Outline

• Financial Statements
• Overview of Corporate Financial Statements
  • The Company Annual Report
  • Directors Report
  • Audit Opinion
  • Accounting Policies

• The Income Statement
  • Lay out of Income Statement
  • EBITDA, EBIT
  • Effect of Depreciation and Amortisation policies on reported profits
  • Nature of capitalized costs and effect on reported profitability
  • Earnings per share (EPS), Headline Earnings per share (HEPS)
  • Ratios: Margins, Leverage, Interest Cover

• The Balance Sheet
  • Layout of Balance Sheet
  • Nature and Treatment of Goodwill in the Balance Sheet
  • Capital Structure and Weighted Average Cost of Capital (WACC)
  • Ratios: Gearing, Debtors Days, Creditor Days, Stock Turn

• The Cash Flow Statement
  • Layout of Cash Flow Statement
  • Connection to Balance Sheet and Income Statement
  • Working Capital Changes
  • Cashflow Statement ratios

• Creative Accounting
  • Income Statement
    • Sales/Turnover recognition
    • EBITDA
    • Depreciation & Amortisation
    • Capitalization of Costs
  • Balance Sheet
    • Accounting for Goodwill
    • Intangibles
    • Fixed Asset Revaluations
    • Valuing Stock
    • Valuing Cash

The post Financial Statements Workshop appeared first on Future Capital.

• Introduction to DCM
• What is a bond
• Eurobond definition
• Overview of international bond market
• Segmentation of Bonds
• Investment Grade Bonds
• High Yield Bonds
• Bonds as a funding mechanism
• Comparison to Loan and Equity markets
• Overall pro’s and cons of bonds as funding instrument
• Issuing considerations
• Reg S vs 144A issue
• Deal size
• Use of proceeds
• Credit ratings
• Why required for a bond issue
• Obtaining a rating – the process

DAY 2:

• Issuing process:
• Documentation
• Issuer Due Diligence
• Marketing process
• Book Building process
• Hedging Considerations
• Bond Deal Parameters:
• Currency of issue
• Comparison of different currencies
• Issuance Fees
• Bond pricing
• Secondary Market Considerations
• Who trades in the secondary market
• Credit appetite drivers and killers
• Liability Management
• Bond Buybacks
• Introduction to Equity Capital Markets (ECM)
• Overview of ECM
• Rights Issues
• Accelerated Book Builds (ABBs)
• Convertible Bonds
• Share Buy Backs
• IPOs
• ECM as a funding mechanism
• Shareholder Dilution
• Impact on EPS

Who should attend:

Associates specializing in Commercial Law

The post Debt & Equity Capital Markets appeared first on Future Capital.

• Finance Directors/Finance Managers
• Corporate and Investment Bankers
• Non-Executive Directors

COURSE OUTLINE

• Overview of a Company’s Capital Structure
• What is meant by Capital Employed
• Cost implications of capital
• Funding Considerations
• Impact on and Importance of Cost of Capital
• Cashflow profile
• Gearing and Leverage
• Share price performance
• Calculating Cost of Capital
• Leveraged Buy Outs (LBOs)
• Private Equity (PE) Principles / Typical PE Capital Structure
• Impact of Debt on Returns
• Measurement of LBO Returns
• Funding Instruments
• Loan Market
• Bridge Loans (Principles, structure)
• Syndicated Loans/Club Loans/ Bilateral Loans (Principles, structure)
• PIK Loans/PIK Toggles: Role and structure in highly leveraged transactions
• Debt Capital Market (Bonds)
  • Conventional Bonds (Nature of, Issuing process)
  • Reg S / 144A (Difference and why choose either)
  • Convertible Bonds (Nature and issuing process

• Equity Capital Market
  • IPO’s (Reasons, Process)
  • Rights Issues
  • Accelerated Book Build (ABB)
  • Issue of shares for Cash

• Hybrid Funding Structures
• Nature of, examples of hybrid instruments (Pref Shares)

The post Corporate Funding appeared first on Future Capital.

• 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

The post Corporate Finance appeared first on Future Capital.

• Commercial Bankers
• Accountants

Financial Directors/Managers

COURSE OUTLINE

• Concept of value in company valuation
• Break Up Value vs Going Concern
• Asset Based Approach
  • Net Asset Value (NAV) /Tangible Net Worth (TNW)

• Market Based Approach
  • P/E, Market Capitalisation
  • Dividend Discount Model
  • EBITDA/EBIT Multiples
  • Comparable Company method
  • Comparable Transaction Method

• Discounted Cash flow (DCF) method
• The DCF Model
• Enterprise Value vs Equity Value
• Concept of Free Cash Flow
• Calculating Free Cash Flow
• Cost of Equity (CAPM Model)
• Weighted Average Cost of Capital (WACC)
• Calculation of WACC / Impact on the value of a company

The post Company Valuation appeared first on Future Capital.

Why Choose Our In-House Training?

• Customized Content: Our programs are not one-size-fits-all. We work closely with you to develop a curriculum that addresses your specific challenges and goals.
• Expert Facilitators: Learn from the best. Our trainers are seasoned professionals, bringing real-world insights and knowledge to every session.
• Practical and Interactive: Our courses go beyond theory, focusing on practical skills and interactive learning experiences.
• Convenience and Flexibility: Conducted at your premises or a location of your choice, our training is designed to fit seamlessly into your organizational schedule.

Outcomes You Can Expect

• Enhanced financial and strategic acumen among your team.
• Improved decision-making and problem-solving skills.
• A boost in team effectiveness and leadership capabilities.
• Tangible impact on your organization’s growth and success.

Join the ranks of our satisfied clients and experience the Future Capital difference. Contact us to discuss how we can help your team excel in the dynamic world of corporate finance.

The post In-house Training appeared first on Future Capital.