Advanced Corporate Finance Update

Course Overview: 

This is an advanced, one day, corporate finance training course which focuses on the latest developments in the different types of corporate finance deals. It is aimed at participants who have at least a moderate amount of transaction experience.

 The programme begins with a focus on the technical aspects of mergers and acquisitions, addressing the latest changes and adaptations in the methodology of executing transactions. Both private and public company deals are considered with plenty of examples. 

The course then proceeds with a review of the different valuation techniques that are currently being deployed in corporate deals, addressing the trends in the market and also modifications that have been incorporated into traditional techniques. Debt and equity markets are also covered, with an emphasis on the latest developments in IPOs and secondary issues, the attitude of debt financiers and the use of convertibles. 

Finally, the course considers the private equity market and the changing factors that are influencing the nature of deals and their frequency, including operational factors, financing and exit routes.

Overall, this seminar comprises a thorough coverage of the latest deal execution techniques, set against the background of current markets.

 Course Content:

Introduction

• The state of the markets
• Current areas of activity
• Signs of green shoots?

 Mergers & acquisitions – renewed emphasis on the basics

• The “Three Ss” more important than ever
• “Strategy” – rationale for the deal
• “Structure” – structuring the transaction
• “Show” – presentation of the deal to the markets and investors 

Case study: HP acquisition of Autonomy

 Public deals – likely increase in activity

• Rise of the Bear Hug
• Increase in “unloved” (=undervalued) companies

 Case study: SAB Miller acquisition of Fosters

 Private deals – change in sale processes

• Limited private auctions vs bilaterals
• Trade vs Private Equity buyers
• Domestic vs international buyers
• Price setting vs price discovery

 Corporate valuation – “The Good, the Bad and the Ugly”

• The Good  – NPV and EVA, and thoughts on

- Length of forecast period(s)

- Operational cash flow forecasting

- Calculating cost of capital – how has equity risk premium changed?

- Terminal value relevance and methodology

• The Bad – Comparable trading and acquisition multiples

- Usefulness in a value-volatile world?

- Emphasis on fewer rather than more comparables

• The Ugly – - EPS, PERs and the Bootstrap Game

- Focus on quality not quantity of earnings

- Rise of CEPS

 Debt and equity markets

• Debt financing

- Tightening covenants

- Longer approval periods

- Shorter terms

- Inflexible repayment structures

- Flight to quality borrowers

• Equity financing – IPOs and secondary issues

- Investor concerns

- Book-building and offer pricing

- Rise of “soft” underwriting

- Finding “anchor” investors

- Relevant use of the funds raised

 Case study: Glencore’s IPO

 Return of the Convertible?

• Convertible debt
• Convertible preference shares
• Preference shares with warrants

 Case study: Warren Buffett’s investment in Goldman Sachs

 Private equity

• Overview of PE appetite

- Disappointment at investments made after 2007

- Significant under-invested funds

- Delayed exits on many investments

• Operational factors

- Re-assessment of suitable targets

- Threats to buy-and-build strategies

• Financing

- Availability of debt, and its terms

- Equity proportions and expected IRRs

- Increasing role of mezzanine structures

• Management

- Strength of negotiating position

- Adjustments to participations and envy ratios

• Exit routes

- IPO – what size of windows?

- Sale – secondary buyer or trade buyer?

 Case study: ISS

Delivering this course in-house for you to a number of participants could be very cost effective. Please call us on 020 7387 4484 to discuss this further.

If you have any questions about this seminar please write to us at post@redcliffetraining.co.uk.