Advanced Mergers and Acquisitions Workshop Co-Sponsored by the Middle Market Investment Banking
Association (MMIBA®)
Program
Content
This course builds on the knowledge and strategies presented in the
basicMergers
and Acquisitions Workshopoffered
by the Middle Market Investment Banking Association™(MMIBA®).
It has been designed to provide attendees with an in-depth view of
important aspects in middle market mergers and acquisitions through a
combination of class presentations, attendee discussions, and case
studies. The three-dayAdvanced
Mergers and Acquisitions Workshopprogram
focuses on providing a hands-on approach to the analysis and
implementation of the foremost strategies used by middle market
investment bankers in the areas of capital formation, leveraged buyouts,
deal structuring, post-merger integration, and corporate restructurings.
Details
Day 1: Raising Private Equity and
Engineering an Exit
Part 1: Raising Private Equity
The process of raising capital from institutional sources
requires that advisors properly match the appropriate sources of
capital to the current and prospective needs of their client and
know how to negotiate the various terms and conditions that each
type of investor will demand. Additionally, given that a
company is likely to undergo several rounds of financing, each
round must be structured and negotiated in a manner that will
prevent complications during later rounds. This session
explores the requirements of raising equity capital and
subordinated debt financing at different stages and discusses
how to negotiate the most critical aspects of each type of
financing.
After completing this course, attendees will be able to:
Identify the most suitable funding sources and strategies
available to middle market business
Compare and contrast the characteristics of equity capital
and subordinated debt financings and discuss their
appropriateness
Identify the key terms and conditions contained in term
sheets associated with each type of financing and know how to
negotiate them
Part 2: Engineering an Exit
The acquisition of a company or a division sometimes requires
substantial leverage to make the transaction possible. But
leverage is a double-edge sword. On one hand it can potentially
increase return on equity, but, on the other, it can lead a
company to bankruptcy. This session provides an overview of
leveraged buyouts and the different modalities available to
implement them. Also, it explores the ideal characteristics of
candidates for these types of transactions and illustrates some
of the leverage techniques through case studies.
After completing this course, attendees will be able to:
Identify the characteristics of the best candidates for a
leveraged buyout
Distinguish among the different types of leveraged buyouts
such as management buyouts, recapitalizations and employee
stock ownership plans (ESOPs)
Recognize the different steps in the leveraged buyout
process and identify the potential obstacles in engineering a
leveraged transaction
Day 2: Deal Structuring and Key M&A
Documents
Part 1: Deal Structuring
How an M&A transaction is structured determines how likely it is that the deal
will be completed and whether or not the parties will ultimately achieve their
stated objectives. In this session, attendees will explore in detail the
components, strategies and consequences of tax and financial structuring in M&A
transactions. Issues such as purchase price, forms of consideration, and price
allocation are also discussed and analyzed to provide a comprehensive view of
how M&A deals come together.
After completing this course, attendees will be able to:
Identify the four main components of the purchase price package
Compare and contrast the strategic issues associated with stock and assets
transactions from the point of view of buyers and sellers
Articulate the potential implications of the various forms of tax and
financial structuring in M&A transactions
Part 2: Key M&A Documents
This session presents an in-depth view of the main elements, intended use, and
negotiation strategies associated with the key documents in an M&A transaction.
Documents to be discussed include the Non-Disclosure Agreement, Financial
Services Agreement, Confidential Information Memorandum, Letter of Intent, and
Definitive Purchase Agreement.
After completing this course, attendees will be able to:
Define the key elements in each of the main M&A documents
Recommend appropriate negotiation strategies for the main clauses
Compare and contrast buyer-friendly v. seller-friendly variations in each
of the main M&A documents
Day 3: Restructurings and
Turnarounds, Post-Merger Integration
Part 1: Restructurings and Turnarounds
A company experiencing financial distress goes through distinct
stages, each one requiring a specific action plan to turn the
situation around and restore normal operations. This session
explores the different stages of company distress, their
probable causes, and alternative actions to deal with each
situation. Also, it provides attendees with the steps involved
in planning a restructuring engagement and the strategies used
in implementing a crisis stabilization and turnaround program.
After completing this course, attendees will be able to:
Identify the different stages of financial distress in a
company, diagnose probable causes, and recommend a course of
action
Evaluate the financial health of clients’ businesses and
recommend operating plans leading to the stabilization and
improvement of their liquidity and financial condition
Recommend appropriate actions to implement a crisis
stabilization and funding program as well as a turnaround plan
Part 2: Post-Merger Integration
Many M&A transactions that initially show substantial synergies
end up producing disappointing results due to poor integration
planning. This session provides attendees with an overview of
the integration process, the risks involved, and how to plan the
integration process. In addition, it explores some of the best
practices in this area to ensure the proper execution of an
integration plan that will promote growth and increase certainty
in the realization of synergies.
After completing this course, attendees will be able to:
Identify the main elements of a post-merger integration
plan
Assess potential integration risks to uncover potential
problems and opportunities in M&A acquisitions
Assist clients with the formulation of integration plans
for acquired companies aimed at minimizing value erosion and
improving value realization
Identify the critical success factors in designing and
implementing post-merger integration plans
Who Should Attend
This workshop is appropriate for seasoned professionals within
organizations as well as others with specialized knowledge in a
subject area: CPAs, merger and acquisition consultants,
investment and financial analysts, investment bankers, financial
officers, CEOs, and CFOs.
Faculty
The Advanced Mergers and Acquisitions Workshop
is developed and taught by Enrique C. Brito, MBA, CFA, AVA,
CM&AA, CMAP.
To register: print, complete, and mail or
fax (801-486-7500) the Registration Form to the Consultants’
Training Institute (c/o NACVA); or complete the Registration
Form and e-mail to
info@theCTI.com; or call Member Services: (800) 677-2009.
Click here for the Registration Form.
Cancellation Policy
There is no
charge to re-schedule training. Cancellations received in
writing two weeks prior to the first day of the seminar will be
eligible for a prompt refund.
A $100 administration fee will be charged for three or more
day’s registration at a Consultants’ Training Institute and $50
for all other seminar registrations.
Cancellations received less than two weeks prior to the first
day of the scheduled event (and no-shows) will be issued, upon request, a
credit which may be used toward a Consultants’ Training
Institute seminar, conference, self-study course, software, or
product sold by NACVA. There are no exceptions to this policy.
For information regarding administrative policies such as
complaints and refunds, call our director of Member Services:
(801) 486-0600.
Good
knowledge of topic and experience in the field. Advanced
level programs are often appropriate for seasoned
professionals within organizations; however, they may also
be beneficial for other professionals with specialized
knowledge in a subject area.
Fields of Study
Business
Management and Organization
4
Finance
9
Management
Advisory Services
2
Specialized
Knowledge and Applications
9
Total CPE Hours
24
For more information regarding CPE, Program Levels and Fields
of Study please
click here.
NASBA Sponsorship
The Consultants’ Training Institute (CTI) 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
submitted to the National Registry of CPE Sponsors through its
website: www.learningmarket.org.