Dates                                                                                    
 
19 November 2008
12 March 2009
9 July 2009
26 November 2009

Course Overview

This course helps participants get on the front foot with negotiations around financial issues in sale & purchase agreements.

It equips them for debates around working capital, the net asset position and completion accounts, positioning participants (hopefully) to generate more value for clients than they are costing them in fees!

Participants will be required to bring a scientific calculator and a laptop with USB port to the course.

Course Content

Overview – where is the money?
Debt and net proceeds
Inter-relationships: debt, working capital, and net proceeds
What is debt?
Net asset adjustments
Completion accounts
Where else is the money?
  • Earn outs
  • Warranties and indemnities

Information memorandum issues - getting on the front foot from the start
Anticipating working capital issues in the business
Working capital - defined
Mapping working capital
Sources of information
Using working capital as a filter for buyers
Managing the buyer’s due diligence process

Workshop session
Analysis of real agreements
Offer Letter
Heads of agreement
TOR for due diligence
Extracts from contract - completion accounts, earn-out, accounts warranties, non-compete terms
Discussion - what works - what doesn't?
Examples of good practice – examples of bad

Sale & purchase issues – earning your fee from completion accounts
Fine tuning the price
Whole balance sheet vs. working capital
Policies that will trip you up
Policies that will cost your client money
Policies that will help you – locking the stable door before the horse
   has bolted
The critical window – statutory year end until completion
The relationship with working capital - timing sale to benefit your client

Other sale & purchase issues
Earn outs
Heads of Terms
Warranties & indemnities
Making the disclosure process work for you
The role of retention