Dates                                                                                    

5 November 2008
25 March 2009
1 July 2009
24 November 2009

Course Overview

This course draws on the relevant material contained in the one day “buying a company” and “selling a company” courses together with some advice from the “management buy-out” course. It should primarily be of interest to directors of smaller private companies, family owned businesses and their advisers. Particular problems concerning succession and bank finance are also discussed.

It is not easy to pass on a family company from one generation to the next and, if this preferred objective proves unviable, the company will need to be sold. Alternatively, outside private equity may be available to fund a management buy-out in order to release some value to relations whilst incentivising the remaining management to expand the company by acquisition.

The sale or purchase of a company is a complicated process for all parties concerned. Participants will learn to evaluate the options available and to structure a satisfactory deal for themselves or their clients.

Course Content

Background & overview
Objectives of buyers & sellers
Common errors
Family companies
Resolving problems of succession

Acquisitions
The acquisition plan
Preparing the management
Representations, warranties & indemnities
Deciding on deal size
Measuring risk
Approach tactics

Valuation
Is the company saleable?
Is it the right time to sell it?
NAVs, DCF & PERs
Valuation with comparables
Disagreement on multiples

Disposals
Appointment of advisers
Disclosure to advisers
Engagement letter & fees
Rationale for sell-side due diligence
Preparing the management
Grooming & separation issues
Confidentiality letter
Writing an Information Memorandum

Bank finance
Banker’s expectations
The business plan
Relationship management

Structuring the deal
Objectives of the parties
Negotiating an earn-out
Pricing a management buy-out
Completion meeting