Mergers and Acquisitions Workshop Program Sponsor: Middle Market Investment Banking
Association (MMIBA)
Focus
The valuation practitioner and the CPA have unique advantages in terms of entering this field. It is imperative, however, that substantial training be obtained if the practitioner is to achieve success and avoid the many pitfalls—including technical, legal, and practical—that this field contains. NACVA, its training
arm the Consultants’ Training
Institute, and the Middle Market Investment Banking Association offer
the intensive, five-day, training
and certification program, called
Mergers and Acquisitions Workshop, that is the first totally comprehensive M&A course to contrast and compare the buy and sales side perspectives of middle market M&A. Much of the literature on M&A is theoretical or academic and written by authors who have never actually done deals or only seen a part of the overall process or one side of a deal. Traditional course material on the subject of M&A tends to exclusively reflect either the formalistic “number-crunching” buy-side, or on occasion, the less formal but no less artful transactional advisor’s approach to orchestrating events in order to maximize value for his or her sales side client. This course assumes the two contrasting views as being two sides of the same coin. Inexperienced advisors reading the existing literature can be confused about what happens in the real deal world. They may attempt to apply highly formalistic concepts to the sales side when practical deal-making skills and knowledge of the market are called for. On the other hand, as sales side advisors they will try to do deals without knowledge of basic financial analysis or M&A valuation concepts that implicitly underlie every deal. Understanding how these issues are viewed both from the buy side and the sales side perspectives, and the dynamic process that fuses the two contrasting views, is what makes this course unique and of interest to both inexperienced and experienced deal makers.
Details
What You Will Learn
This course is designed to put new advisors to this field on the fast track to moving forward in the M&A world. Experienced advisors from the CPA, consulting, or investment banking community will gain serious insights to their own pursuits after going through the M&A processes with some of the nation’s more seasoned middle market M&A pros.
Daily Schedule Days 1 and 2
Day 1—The Sales Side of M&A
• The M&A process and protocol
• Techniques used by sales side advisors and intermediaries
• The 12 steps of the M&A process
• Sales side Rules of 5 and 10
• Value vs. price considerations
• ROIs, cap and discount rates, and cash flows
• Survey of the Middle market M&A, players and drivers
• Finding buyers
• Classic M&A cycles and timing
• Differences between M&A Street Value and FMV
• The Balance Sheet and deliverable targets
• Preparing a business for sale
Day 2—Special Topics in M&A
• Valuation for private equity and venture capital deals
• Allocation of purchase price considerations
• Establishing and running an M&A practice
• Capital markets and types of financing (IPOs, PIPEs, bank debt)
• The psychology of clients (care handling and types)
• Current Trends in M&A
• Deal Points Studies—Saturday clauses in M&A deals
• Merger integration
Daily Schedule Day 3
Day 3—The Buy Side of M&A
• Engagement structure
• Steps and techniques used by buyers
• Buy side Rules of 5 and 10 and the Super Rule of 5
• Pre-deal strategic planning and “platform philosophy”
• The acquisition process
• Discount and capitalization rate determination
• Buyer types and motivations
• Sources and uses of deal financing techniques
• Buy side due diligence (lite)
• Structuring M&A deals (case studies)
Daily Schedule Day 4
Day 4 AM—Negotiation Principles
and Techniques
In mergers and acquisitions transactions, the objective is to arrive at a convergence of points of view in which each party walks away feeling he/she got a fair agreement. This requires the dealmaker to fine-tune his/her negotiation skills to guide the parties toward such convergence. To that end, this session explores how fundamental negotiation principles and strategies are used in actual M&A transactions and
compares and contrasts the techniques used on the sales side with those used on the buy side.
• Using the concepts and techniques
• Negotiation principles in action
• Strategies and tactics
• Sale-side negotiations
• Buy-side negotiations
Day 4 PM—M&A in Action
• Using the concepts and techniques
• Introduction of a case study
• Actual simulated M&A transaction between participant buyer and seller teams
• Bringing together theory and practical application
Daily Schedule Day 5
Day 5 AM—Tax and Legal
• M&A taxation and legal documents
• Potential risks of change in conditions
• Contingent liabilities
Day 5 PM—Mastering the Skills of Sales
and Marketing
Efficiency in communications, branding, sales, and building a
business: Whether you are launching a new M&A practice or
looking for new ideas to become more effective in your approach to
the market, this course is specifically designed with you in mind.
This session encompasses fundamental principles and practical
applications—tried and proven approaches and new ideas to help
you grow your M&A business and further develop critical skills
in sales and marketing in the investment banking arena.
• Sales vs. marketing—knowing the difference matters
• Why branding?
• Market segmentation and targeting your best prospects
• The best sales and marketing channels for M&A (tactics)
• Creating a strategic road map
• Prospecting and appointment setting—if not cold calls, then what?
• Winning engagements with great presentations and proper objection handling
Development and Instruction Team
This course is taught by experienced practitioners under the direction of Dennis J. Roberts, CPA/ABV, CVA, the chairman of a very active M&A investment bank. Having acted as the investment banker advisor on numerous transactions over many years, he is also a formal business valuator having done such business valuations as the “Nixon Watergate Tapes.” He has been acclaimed “Instructor of Great and Exceptional Distinction” by NACVA and was on the committee that developed the original business valuation curriculum for CPAs. Mr. Roberts is a nationally acclaimed lecturer and speaks on investment banking and valuation subjects with humor, insight, and many anecdotes. Charles C. Andrews, CBI, Greg Boucher, CBI, CMEA, Enrique C. Brito, MBA, CFA, AVA, CM&AA, William E. Offutt, III, JD, CPA, CVA, and Robert M. Stutz, II, AVA, ASA, round out the highly qualified instruction team, and Tammy A. Richards, AVA, was instrumental in developing various aspects of course content.
Who Should Attend
CPAs, merger and acquisition consultants, investment and financial analysts, investment bankers, financial officers, CEOs, and CFOs.
Where and When
March 15-20,
2010
Chicago, IL
July 26-31, 2010
Orlando, FL
September 20-25,
2010
Dallas, TX
October 25-31,
2010
Washington, DC
December 6-11,
2010
Las Vegas, NV
Recommended Reading
Mergers & Acquisitions:
An Insider's Guide to the Purchase and Sale of Middle Market
Business Interests
There is an enormous middle market wealth transfer taking place
and will continue over the next decade. Mergers and
Acquisitions: A Guide to Selling Middle Market Businesses
conveys the unique issues and circumstances of middle market
mergers and acquisitions, companies valued between $5 million to
$300 million. Real world anecdotes and vignettes are included.
In addition, the book discusses accounting issues, valuation
issues, legal issues, securities issues, due diligence issues,
and M&A from a buy side point of view. Designed for use by
consultants, investment bankers, owners, and management.
Click Here to Order
CMAP Certification
The CMAP certification is awarded by the
Middle Market Investment Banking Association (MMIBA) and endorsed by NACVA. The prerequisite criteria, in addition to passing the exam (see below), for obtaining the
Chartered Merger and Acquisition
Professional (CMAP) credential, include the following:
1. A four-year degree in business from an accredited college or
university or, alternatively, a non-business undergraduate
degree with one of the following (a) an MBA or other graduate
degree in a business field, (b) a law degree, (c) two years of
experience in M&A in which the applicant worked in a
“principal investment banking role,” or (d) four years of full-
time experience in M&A in which the applicant worked in a
support role such as valuation, accounting, due diligence,
tax consulting, etc.
2. Candidates must, in addition to the above, hold a credential
from a recognized institution demonstrating a higher level of
training and accomplishment in a field of business, finance,
accounting, economics, or business management.
Credentials recognized include:
Certified Valuation Analyst (CVA), Accredited Valuation
Analyst (AVA), Certified Forensic Financial Analyst (CFFA),
Accredited in Business Valuation (ABV), Accredited Senior
Appraiser (ASA), Accredited Member of ASA (AM), Certified
Business Appraiser (CBA), Chartered Financial Analyst (CFA),
Certified Fraud Examiner (CFE), Certified Merger and
Acquisition Advisor (CM&AA), Certified Management
Accountant (CMA), Certified Public Accountant (CPA),
Charter Accountant (CA), or other recognized accounting or
financial credential subject to NACVA Headquarters approval.
3. Be a Practitioner, Academic, or Government member of
NACVA and maintain active status (i.e., comply with
recertification).
4. Provide one business client and two professional references.
5. Attend the five-day Mergers and Acquisitions Workshop
sponsored by the Middle Market Investment Banking Association (recommended, but optional).
6. Pass a four-hour proctored CMAP Certification Exam which
will consist of approximately 250 multiple-choice and true/
false questions. Individuals may challenge the exam, meaning
the training is not a prerequisite to sit for the exam.
Thirty-six hours of CPE will be required every three years for re-certification, with at least one-half of the hours directly related to M&A, which includes business valuation, and the other half in areas tangential to M&A, which includes areas of finance, forensic accounting, negotiation, fraud consulting, and other fields where the designee can substantiate some relevance to M&A.
Pricing 2010
2010 Package Pricing (Before early
registration discounts.)...........Non-Member.............Member
Individual
Days..........................................................$650......................$585
Five
Days of
Training......................................................$3,250..................$2,925
CFFA
Certification
Exam..........................................................$295......................$295
First-Year
NACVA Membership
with Training and
Exam..................................$300
Package Price..............................................$3,395...................$2,995
Savings.......................................................$450......................$225
NASBA Sponsorship
NACVA is registered with the National Association of
State Boards of Accountancy (NASBA), as a sponsor of continuing
professional education on the National Registry of CPE Sponsors. State
boards of accountancy have final authority on the acceptance of individual
courses for CPE credit. Complaints regarding registered sponsors may be
addressed to the National Registry of CPE Sponsors, 150 Fourth Avenue
North, Suite 700, Nashville, TN 37219-2417. Web site: http://www.nasba.org/