A 3-day Course on 18-20 August 2008
London
                                                                                                                                                                            
By attending this course you will

• Learn about strategy and pre-acquisition planning in M & A
• Discover how to assess acquisition possibilities and evaluate synergies
• Master the skills in negotiating deals and achieving integration
• Gain an understanding about further corporate transactions
• Learn how to value disposal candidates and negotiate sales
• Learn how to achieve a successful disposal
• Appraise the advantages and disadvantages of joint ventures as an alternative to M & A
• Understand the methodologies of corporate restructuring

Who should attend

• Investment bankers
• Commercial bankers
• Corporate financiers
• Corporate directors and senior executives
• Lawyers and accountants
• Private equity house executives

Course Overview

This seminar covers all of the important areas of mergers and acquisitions – buying companies, selling companies, joint ventures and corporate restructuring.

On the first day it addresses all aspects of the acquisition process from initial strategies for expansion through to planning, negotiation, execution and integration. The destruction of shareholder value through ill-thought-out acquisitions is a well known feature of the M&A market, and the major risks and problems likely to be encountered by professional advisers, principals and entrepreneurs are highlighted with guidance for their avoidance or mitigation. Process and commercial failures are examined and the necessity for a sound acquisition plan is emphasised. A ‘top down’ approach to reviewing the activities and financials of a target is described leading into an overview of the due diligence process and the preparatory steps required for a successful integration.

The second day of the course examines common errors and pitfalls in the disposal process and emphasises strategies for realising a maximum value for a seller whilst limiting the legal redress of a buyer. The objective of a seller should be to achieve the highest price subject to the least onerous terms and to walk away from a transaction with measurable and finite liabilities. Procedures for valuing a company and for the planning, negotiation and execution of its sale are described together with the meaning and effect of representations, warranties and indemnities. The structuring of consideration (including earn-outs) and the principal related legal documentation necessary to complete a sale will also be reviewed.

On the final day participants will learn to assess whether a proposed joint venture is likely to be the most effective means of promoting a company’s activities into new markets, product lines or services. The teaching focuses on the nature, structure and objectives of joint ventures and strategic alliances and highlights the requirements for effective corporate partnership. Emphasis is placed upon the identification of a suitable partner and upon the establishment of a workable structure, an effective management and an efficient exit route. The legal framework and related tax consequences of particular types of joint venture and strategic alliance are also outlined within the overall context of an essentially practical course.

The final topic covered is corporate restructuring and turnarounds. The directors and advisers of a company in financial distress will require a clear understanding of the options available to avoid liquidation. So that appropriate action can be taken while there is still time to make a difference, it is often necessary to appoint a turnaround manager in order to rescue a company from impending insolvency. The nature, skills and decisions of a turnaround manager are discussed and explained.

Your Course Leader- Roger Baden-Powell

Roger Baden-Powell qualified as a barrister in 1973. From 1974-79, he was with Joseph Sebag & Co., stockbrokers (subsequently Carr, Sebag & Co.), initially as a property and insurance analyst and then as head of equity research and a Member of the London Stock Exchange. As a corporate finance partner, he was involved in a number of new issues, takeovers, rights issues etc., as the firm was official broker to over 100 quoted companies. In 1979, he was seconded for two years as the London Stock Exchange Representative to the Executive of the City Panel on Take-overs and Mergers.

From 1981-1987, he was a partner of Baden-Powell, Chilcott & Co., a City based corporate finance, new issues and investment management firm. Corporate finance activities included advice on acquisitions and mergers (Take-over Code and Yellow Book) and general financial, commercial and legal advice. From 1985 to 1987, the firm acted as financial advisor and/or sponsor to twelve prospectus issues for companies raising venture capital funds under the Business Expansion Scheme (“BES”), a tax efficient investment product for private clients. The firm also owned minority interests in an insurance broking company and an advertising agency.

From 1988-95, he was with Bank Mees & Hope NV, a Dutch merchant bank (a subsidiary of ABN-Amro) and, in 1991, was appointed managing director of the bank’s UK corporate finance and investment management subsidiaries and executive chairman of the bank’s UK private client stockbrokers, Shaw & Co..

From 1996-2003, he was a director of BDC Corporate Finance Limited (an M&A boutique based in the City of London) which specialised in the merger and acquisition of insurance companies and Lloyd’s insurance brokers. He has been a director of Redcliffe Training Associates Limited since 2001 and presents seminars on 15 corporate finance topics.

Course Content

Day One - Buying a Company

Strategy
Acquisition objectives
Process and commercial errors
Why acquisitions fail
Keys to success
Overall strategic assessment
Alternative strategies for growth

Pre-acquisition planning
Acquisition criteria
The acquisition plan
Assembling the team
Starting the search
Screening the targets
Approaching the targets

Commercial assessment
Review the financials
Top-down approach
Verify the projections
Assess the risk
Evaluate the synergies
Key areas for due diligence
Indicators of potential fraud

Negotiation
Guidelines
Preparation
Key factors

Integration
Avoid disintegration
Implement decisions
Effective communication
Preserve the assets and goodwill

Day Two-Selling a Company

Introduction
Typical mistakes in disposals
Preliminary considerations
Rationale for selling

Valuation
Initial guidelines
NAV and DCF
Price/earnings ratios
Valuation by comparison

Pre-sale planning
Appointment of advisers
Engagement letter and fees
Preparing the company
‘Sell side’ due diligence
Grooming and separation issues

Execution
Finding a buyer
Marketing tactics
Auctions
Presenting the information

Documentation
Confidentiality Letter
Information Memorandum
Letter of intent & heads of agreement
Lock-in & lock-out agreements

Negotiation
Initial negotiations
Consideration
Earn-outs
Later negotiations
Completion

Legal considerations
Unprofessional tactics
Representations, warranties and indemnities
Disclosure
Limitation of seller’s liability
Sale & Purchase Agreement

Day 3 – Joint Ventures & Strategic Alliances; Corporate restructuring & turnarounds

Joint ventures & strategic alliances
The nature of corporate partnering
Overview of objectives
Advantages & disadvantages
Senior partners/junior partners

Selecting a corporate partner
Motivation
Acquisition vs. alliance
Analysis of relationship & performance risks
Alliance strategy
Reasons for failure

Types of structure
Contractual joint ventures
Corporate joint ventures
Tax considerations
Dual headed structures
Loose strategic alliances
Equity investment

Negotiations
Key factors affecting negotiations
Different emphasis to acquisitions
Compromise

Managing the venture
Preservation of confidentiality
Avoidance of conflict or dependency
Management qualities required
Resolving cultural difficulties

Termination
Exit planning
Pre-arranged mechanisms
Guaranteed exit
Russian roulette
Mexican shoot-out
Mutually assured destruction

Corporate Restructuring & turnarounds
Out of court/in court
Conflicting interests
The role of the lead bank
Negotiating with bondholders
Handling vultures & freeloaders
The distressed debt market
Formulating a workable restructuring plan
Negotiating the options

Managing a turnaround
Is it worth it?
Financial distress & the slippery slope
Gradual decline/quick descent
Qualities required in a turnaround manager
Assessment of the management team
Immediate action & crisis mentality
Cash flow focus & crisis stabilisation