Mergers & Acquisitions - New York City

8/3/2019 Mergers & Acquisitions - New York City

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3 day cou

Who Should Attend? Lending bankers Members of M&A execution

and origination teams ininvestment banks, corporationsand law firms

M&A lawyers and accountants Credit analysts Security analysts Strategic planners Investors Private equity investors Finance directors, heads of

legal departments, CFOs,management and strategyconsultants

Government agencies involved

in privatization or privatefinance initiatives

Market regulators

Mergers & Acquisitions

Learn he echniques o enhance shareholder value hrough beer capial

srucuring decisions or acquisiions

Deepen your knowledge o he mehods o valuing companies

Obain a greaer awareness o how o srucure and inance mergers

and acquisiions

Examine he principles involved in srucuring highly leveraged ransacions

Develop an undersanding o he due diligence process and learn how risk can be

managed and miigaed

Develop negoiaing skills in he M&A process

Course Director: Paul Richards

By attending the course, you will:

A 3-day training program for experienced M&A professionals in investment banks,

law and advisory firms

N

EWY

ORK

CITY

January 2325, 2012

Secure your place! Register before December 16 at

www.euromoneytraining.com/Financial-Training-Americas.html

Should you miss this booking date please call+1 212 224 3463 to check availabili ty.

nquire or register your interest today!eb Emailww.euromoneytraining.com/Financial-Training-Americas.html [email protected]


2/4nquire or register your interest today!eb Emailww.euromoneytraining.com/Financial-Training-Americas.html [email protected]

Copyright Euromoney Training 2012

Course Director

Mergers & Acquisitionsourse Objectivese aim of this course is to providerticipants who already have some

ansaction experience with further

posure to M&A, company valuationd deal structuring and financing. Youll also be introduced to internationalactice in executing mergers andquisitions, including an appreciationtoday's market practices andocedures including due diligence,counting issues and valuationchniques.

ourse Backgrounderger and acquisition activity inrope and the rest of the world hasen very high with scores of mega-als dominating the businessadlines.

couragingly, M&A activity is comingm an array of sectors, from bothde and financial buyers and from ade range of countries. Euromoneyainings unique training course onergers & Acquisitions hosted byrmer UBS and HSBC expert Paulchards will give you the knowledgeu need to take advantage of therrent wave of M&A activity.

u will learn about structuring andancing transactions including theest innovative financing techniques d about sound company valuationchniques, which form the basis of allccessful deals. The course will alsong an understanding of buyers andlers motivations, the problemscountered when advising clients andw to overcome them throughgotiation.

these corporate governance focused-mes, the course will pay specialention to the role of due diligence andimpact on value. Furthermore, it will

cus on new areas of activity such asbitrage strategies in M&A situations.

ost importantly, Euromoney Trainingsergers & Acquisitions course will becompromisingly practical, using reale case studies and computermulations to provide a true awarenesswhat makes M&A work. You will digwn into deals to find out how theyre structured, financed, managed andey will be rewarded with exceptionalareness of how to succeed in M&A.

Agenda

Paul Richards

Paul Richards, a rainer or Euromoneyraining, graduaed rom CambridgeUniversiy wih a degree in mahemaics andhas a masers degree in businessadminisraion rom London Business School.He is also a CFA charer holder, an Associaeo he Charered Insiue o Bankers, aMember o he Associaion o Corporae

reasurers and a Fellow o UKSIP. Paul hasmore han 20 years invesmen bankingexperience specializing in domesic andinernaional corporae inance a UBS(Warburg), HSBC and Map Securiies (paro Skandia Insurance and Mapre, Spain).He was also he chie execuive o heLondon merchan banking operaion oCredi Indusriel e Commercial, a major

French banking group. Paul has exeirs hand experience o: Mergers anacquisiions; IPOs; bond issues; secomarke issues; privaizaion; debsyndicaions; corporae reasury; eqvaluaion; invesmen analysis; securderivaive valuaion; privae equiy;modeling; corporae governance ancompliance. His consuling and rain

Day 1PREREQUISITES TO A SUCCESSFUL DEAL:

Key steps in the M&A process

Strategic decision making: do companies need to grow?

Acquisition versus organic growth

What is success?

Strategic considerations

Types of transaction

Types of synergies

Screening potential targets

Strategic alliances as an alternative to growth by

acquisition

Advantages of forming alliances or joint ventures

Structuring the relationship

Success factors

Exit routes

What can go wrong?

Texas chainsaw clauses in JV agreements

Due diligence: friendly / hostile deals

Legal risks in acquisitions

Mitigating risk via due diligence

Legal protections

Credit risk in the event of a problem

Impact of the nature of the transaction (friendly / hostile) on due

diligence

CASE STUDY: Issues arising in due diligence or anice cream disribuor

M&A valuation: cash flow approach

How value is driven by cash flows, not profits

Calculating free cash flow

The value drivers and the basis of cash flow valuation

Cost of equity: dividend models

Capital structure concepts

Components of weighted average cost of capital

Cost of debt: coupon v. yield, market v. book value, tax prob

default risk

The cost of equity

CASE STUDY: You will value an acquisiion arge using WACacing as buyer or seller

Day 2VALUATION AND STRUCTURING

Multiples based valuation techniques

Asset valuations: forced sale v. going concern

Price / Earnings multiples

Earnings related multiples: EV to EBIT, EBITDA, cash flow

Other multiples: sales, book value, per pop, PEG, EEG rati

relative multiples

Selection of comparable companies

Cross border issues for valuation

CASE STUDY: A breakup analysis or a major conglomeraeValuaion riangulaion

Using comparable deals as valuation benchmarks

When are comparable deals not relevant

Measuring the value indicators

Measuring the premium for control

CASE STUDY: You will underake a compeiive negoiaion price an acquisiion

Valuing the acquisition and deal structuring

Financial analysis: producing pro forma projections

Valuing synergies and assessing the reality of achieving them

Analyzing the effect of synergies on financials including ear

Assessing the impact on the value of the acquirer's shares

Paying with shares or cash or a combination?

Pros and cons of each

The breakeven price earnings ratio for debt

Dilution of earnings per share and EBIT

Bridging the valuation gap: earn-outs


3/4ail elephone Facsimile

[email protected] +1 212 224 3463 +1 212 361 3499

About UsEuromoney Training has been themarket-leader in the provision ofpractical banking and financialtraining since its inception in 198Over the last decade we have trainmore than 30,000 marketprofessionals globally, continuallymatching their financial training nwith an incisive, practical and topportfolio of financial training coucovering all financial and legal se

In-house TrainingOur in-house courses offer a highcost effective training option for yand your clients. We can deliver aour programs in your chosen locaat a time which is convenient for

For further information, please co

Tel: +1 212 843 5225

Email: [email protected]

VenueAll of our training courses are hel4-5 star centrally located venues. training venues are selected by botheir location and training andrefreshment facilities, this ensurethat you will only learn in comforand convenient environments. Duto the variation of delegate numbeconfirmation of the venue, full adand details of how to get there canonly be sent to you approximatelyweeks prior to the course start.

AccomodationIf you require accommodation for

duration of the course, EuromoneTraining has negotiated discounterates on your behalf for standardrooms. We strongly advise to makehotel reservation early. To book a and for the most competitive ratescurrently available, please contact

Tel: +1 212 224 3463

Email: [email protected]

NEW YORK CITY

ook by December 16 to guarantee your place!

ns have included a wide range oanizaions such as Bowring, Financialvices Auhoriy, Associaion orporae reasurers and heparmen o Public Enerprises (Souhica). He has also been involved in

per winess work. He was previously amber o he Financial imes/Sockhange Indices Commiee, a member

o he Accouning Sandards Boardssubcommiee on he Operaing andFinancing Review, a member o he UKSIPCommiee which inroduced HeadlineEarnings and he has also served as a nonexecuive direcor o a lised company. Paulwon he 2004 Winco Foundaion Prize orhis aricle "Lessons in shareholder value" onhe boom and bus in new economy socks,

published in Proessional Invesor (hejournal o he UK Sociey o InvesmenProessionals he UK member sociey ohe CFA Insiue). He has augh MBAsand Masers in Finance sudens a CassBusiness School in he Ciy or more han12 years in a range o inancial disciplinesand has rained sa a major ciy houses.

ASE STUDY: You will roleplay as compeing bidders obmi proposals o a vendor

he impact on the financials of the bidder

Financing with equity or debt? Pros and cons of each

Establishing the amount of debt that can be used

Assessing the type of debt that can be used

Using bridge finance pending equity or debt issues

ASE STUDY: Equiy bridge and bond issue bridge byernaional acquirer

ay 3ANCING THE ACQUISITION

everaged buy-out as a defence mechanism

Types of leveraged transaction: LBO, MBO, MBI, BIMBO, IBO,

LBU, P2P

Acquisitions suitable for leveraged finance

LBO analysis as a valuation metric

LBO deal structuring: equity and debt

The leveraged buy-out process

Leveraged recapitalization as an alternative exit strategy

ASE STUDY: Esimaing reurns in a recen buyou o ayou (BOBO)

ublic M&A transactions

Takeover codes, practices

Documentation

Impact of friendly v. hostile on price, due diligence, financing

Strategies and tactics implications for defence

Regulatory issues

ASE STUDY: You will compee o negoiae an acquisiionquisiion inance

Senior debt multiples

Mezzanine: cost and use of warrants

Second line financing

High yield bonds

Bridges to second stage financings

CASE STUDY: Highly leveraged LBO inancing

M&A arbitrage trading

Hedge fund strategies in M&A situations

Liquidity costs

Outcome analysis

Risk-return trade-off

Hi CASE STUDY: you will compee o run arb rading posiions ina akeoverghly leveraged LBO inancing

Course summary and close

Tis program is available in-house.

For urher inormaion, please conac:

+1 212 843 5225

[email protected]


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egistration forms, please regiser me or Mergers & Acquisitions

January 2325, 2012 (EUF2260) $4,950 NEW YORK CIY

3 day cou

FeesFees include tuition documentation, lunch and refreshments.Delegates are responsible for their own accommodation.

An invoice will be sent upon receipt of registration form.Please note, payment must be received prior to course start.

Mergers & Acquisitions

January 2325, 2012 Course Directors: Paul Rich

By attending the course, you will:

Learn he echniques o enhance shareholder vhrough beter capial srucuring decisions oracquisiions

Deepen your knowledge o he mehods ovaluing companies

Obain a greaer awareness o how o srucurefnance mergers and acquisiions

Examine he principles involved in srucuringhighly leveraged ransacions

Develop an undersanding o he due diligenceprocess and learn how risk can be managed anmiigaed

Develop negoiaing skills in he M&A process

Schedule ChangesEuromoney may occasionally find it necessaryto reschedule or cancel sessions and will giveregistrants advance notice of such changes.Euromoney Training will not accept liabilityfor costs incurred by participants or theirorganizations for the cancellation of travelarrangements and/or accommodationreservations as a result of the course beingcancelled or postponed. We thereforerecommend that delegates take out travelinsurance.

ConfidentialityThe information you provide will besafeguarded by the Euromoney InstitutionalInvestor PLC group, whose subsidiaries mayuse it to keep you informed of relevantproducts and services. As an internationalgroup, we may transfer your data on a globalbasis for the purposes indicated above.If you object to contact by: telephonefax email please tick the appropriate box.

We occasionally allow reputable companiesoutside the Euromoney Institutional InvestorPLC group to contact you with details ofproducts that may be of interest to you.

If you do not want us to share yourinformation with other reputable companies,please tick this box.

CancellationsA full refund less an administration fee of$150 will be given for cancellations up to 21days before the event. Cancellations must bemade in writing (letter or fax) and reach thisoffice before the 21 day deadline. Delegateswho cancel less than 21 days before the event,or who dont attend, are liable to pay the fullcourse fee and no refunds can be given.However, if you wish to attend the nextcourse, and you have paid your course fee infull, you will only be invoiced for 25% of thatcourse fee. Please note that the next coursemust take place within 6 months of the initialapplication. Of course, a replacement isalways welcome. For more informationregarding administrative policies, pleasecontact our office at +1 212 224 3463.

ourse Venue and Accommodationr details of course venue, please contactromoney at +1 212 224 3463

ee registration fee covers seminar materials,reshments, and lunch. Fee must be paid 21rking days in advance by cash, companyeck (U.S. dollars), VISA, MasterCard, or

merican Express.

eam Discountshen two people from the same organizationgister, each gets a discount of 5%.gistrations must be made at the same timed paid for together and may not be

mbined with any other discount.

Copyright Euromoney Tr

Group Discounts

Available

Conac us o ind

ou more.

5 easy ways to registerPlease reerence he course code below

1. Mail: Course AdminisraorEuromoney raining225 Park Avenue Souh, 8h FloorNew York, NY 100031604 USA

2. Call: +1 2122243463

3. Fax: +1 2123613499

4. Email: [email protected]

5. Web: www.euromoneyraining.com/

Register online at: www.euromoneytraining.comIMPORTANT INFORMATION YOUR REGISTRATION CODE:

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code when registering and you will beentered into our monthly prize draw to

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Mergers & Acquisitions - New York City