Mergers & Acquisitions Documentation & Negotiation

2 days 11-12 Oct 2018, Singapore Singapore $3,795.00 Download brochure Add to basket

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Overview

This course has been developed to provide M&A bankers with the key skills to negotiate and close a sell-side or buy-side transaction in a structured and uniformed approach.

Participants will share their experience of their existing buy-side and sell-side transactions.The key clauses of M&A documents (letter of intent, SPA, shareholders agreement) are discussed including the “lock-box” and “completion accounts” mechanisms, representations & warranties, etc.

The trainer will then discuss the main negotiation techniques, including reciprocity, BATNA, trading concessions. The participants will then role play in separate groups on an M&A case study with participants playing the buyers and the other ones the sellers.


Course Methodology

The course will be delivered in a highly interactive, participative way, involving many activities and exercises, thereby ensuring maximum learning and integration of the learning points into the workplace, when the participants return to their regular roles.

Instructors

We work with a series of expert instructors, please select the course location of interest to review the credentials of who will be delivering the programme.

Singapore
Serge Vidal
Serge is an experienced Corporate Finance professional with over 20 years’ experience in M&A and capital market transactions. He has successfully completed in excess of EUR 30 billion across multiple geographies (US, Europe, MENA).
He began his career as a Credit Analyst at Banque Continentale in Luxembourg, before moving to the Investment Banking division at Citigroup (ex-Salomon Smith Barney) in London and New York where he worked on variety of M&A, LBO and debt offerings, mainly for financial services clients. He became Vice-President in the internal M&A department of Barclays Bank in London before moving on to a Directorship role at the Investment Banking division of Commercial International Bank (CIB), Egypt. Whilst there, he successfully completed several transactions including two sell-side M&A, one follow-on equity offering and a delisting. He worked extensively with leading sovereign wealth funds, private equity firms and prominent families in the Middle East.
 

Venue

Singapore

4-5 Star Hotel in Singapore

All of our courses are held in 4 – 5 star hotels, chosen for their location, facilities and level of service. You can be assured of a comfortable, convenient learning environment throughout the duration of the course.

Due to the variation in delegate numbers, we will send confirmation of the venue to you approximately 2 weeks before the start of the course. Course fees include training facilities, documentation, lunches and refreshments for the duration of the programme. Delegates are responsible for arranging their own accommodation, however, a list of convenient hotels (many at specially negotiated rates) is available upon registration.

Related Courses

Inhouse


 

Do you have five or more people interested in attending this course? Do you want to tailor it to meet your company's exact requirements? If you'd like to do either of these, we can bring this course to your company's office. You could even save up to 50% on the cost of sending delegates to a public course.

To find out more about running this course in-house:





Our Tailored Learning Offering

If you want to run this course at a location convenient to you or if you want a completely customised learning solution, we can help.

We produce learning solutions that are completely unique to your business. We'll guide you through the whole process, from the initial consultancy to evaluating the success of the full learning experience. Our learning specialists ensure you get the maximum return on your training investment.

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We can offer any of our public courses delivered at your office or we can devise completely tailored solutions:


Read more about our offering or complete a call back request to speak to a learning specialist.

 

Agenda

Day  1

 
Key M&A Documents

  • Confidentiality agreement
  • Teaser/Information Memorandum
  • Head of terms/Letter of intent
  • Exclusivity agreements
  • Sales & Purchase Agreement (SPA)
  • Shareholders agreement
  • Management agreement


Focus on the SPA

  • The skeleton structure of a contract
  • Boiler plate – what’s covered
  • Recitals
  • Assets vs. share
  • Price and payment structures
  • Representations & warranties
  • Disclosures
  • Covenants
  • Indemnities
  • Condition precedents
  • Other relevant matters



Completion and Price Adjustment Mechanism

  • Locked box vs. completion accounts: pros/cons and key issues
  • Cash free/ debt free
     - Cash vs trapped cash
     - Debt – what is included?
  • Adjustments for working capital & capex
    - Receivables
    - Inventory
    - WIP – problem areas
    - Normalised working capital
    - Normalise capex level
  • Other adjustments to the price – warranties & indemnity claims

 Day  2


Soft Kills to Negotiate an SPA

  • The ten fundamentals principles to negotiation techniques
    - Set maximum and minimum objectives 
    - Keep analysing the deal variables
    - Always aim high
    - Never give a concession – always trade it
    - Keep the whole relationship in mind
    - Know when to walk away from a deal
    - Know the negotiation process
    - Have a BATNA (Best Alternative To a Negotiated Agreement)
    - Select an effective negotiation strategy
    - Change your strategy if necessary but never change your BATNA
  • The six rules of influence: reciprocation, scarcity, authority, commitment, liking and consensus
  • BATNA
    - Before the negotiation, decide what you will do if nothing comes of the negotiation
    - Unless you have a plan B, your anxiety may reach dangerous levels
    - BATNAs set the threshold in terms of the full set of interests that any acceptable agreement must exceed
    - Both parties doing better than their BATNAs is a necessary condition for an agreement
  • Zero sum fallacy
    - Participant's gain (or loss) is balanced by the losses (or gains) of other participant(s)



Final Case Study

  • The participants are split into two groups
    - A buyer (a multinational company) and a seller (a private equity firm)
  • The key focus will be on negotiating and executing deals smoothly and correctly to the best interest of the parties while arriving at an acceptable solution for both parties
  • The participants will role-play the M&A negotiation in two rounds

Round I

  • The seller has been running a competitive process and has received non-binding offers
  • One of the buyers is trying to obtain an exclusivity and has asked for a meeting with the seller to discuss their bid and the key clauses of the SPA.

 

Round II

  • The interested buyer has been granted exclusivity and is negotiating the following SPA clauses:
    - The price adjustment mechanism: locked box vs. completion account
    - An earn-out or deferred payment structures
    - The potential adjustments to working capital and capex
    - The representation & warranties and related indemnities
    - A pro or anti-sanbagging provision
    - A MAC clause

 

Why us


We have a combined experience of over 60 years providing learning solutions to the world’s major organisations and are privileged to have contributed to their success. We view our clients as partners and focus on understanding the needs of each organisation we work with to tailor learning solutions to specific requirements.

We are proud of our record of customer satisfaction. Here is why you should choose us to help you achieve your goals and accelerate your career:

  • Quality – our clients consistently rate our performance ‘excellent’ or ‘outstanding’. Our average overall score awarded to us by our clients is nine out of ten.
  • Track record – we have delivered training solutions for 95% of worlds’ top 100 banks and have trained over 250,000 professionals.
  • Knowledge – our 150 strong team of industry specialist trainers are world leading financial leaders and commentators, ensuring our knowledge base is second to none.
  • Reliability – if we promise it, we deliver it. We have delivered over 20,000 events both in person and online, using simultaneous translation to delegates from over 180 countries.
  • Recognition – we are accredited by the British Accreditation Council and the CPD Certification Service. In an independent review by Feefo we scored 96% on service and 95% on product