M&A Structuring, Leveraged Transactions (LBOs), IPOs & Restructuring in Distressed Debt

5 days 28 Aug - 1 Sep 2017, London UK £4,995.00 + VAT* Download brochure Add to basket

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Overview

This course represents module 2 of Corporate Finance Academy (Modular Course).

This course represents the second part of the Corporate Finance Academy (link to full course) which made up of 2 individually bookable parts. Choose to attend the module most relevant to you or book the whole academy and save £1,995.

Part 2 of the Corporate Finance Academy offers delegates to further their knowledge surrounding key areas of Corporate Finance. In particular it will look at M&A Structuring, Leveraged Transactions (LBOs), IPOs & Restructuring in Distressed Debts. This includes all structuring and financing issues around M&A, building models for LBOs, understanding IPOs, and gaining knowledge on issues surrounding flotation, and looking at restructuring when companies are under distress.

It will be split into 4 distinct sections

  • M&A Structuring, Synergies and Due Diligence
  • Highly Leveraged Transactions: LBOs
  • IPO Marketing and Underwriting
  • Restructuring in Financial Distress

Highly Leveraged Transactions: LBOs
Participants will be able to:

Build a leveraged buyout model with a valuation model and maximum debt capacity
Analyse the debt and equity sources of finance that drive the LBO model
Determine the key accounting and financing scenarios which drive the sensitivities
Build a sensitivity model including IRR in order to evaluate investors returns

IPO Marketing and Underwriting
Participants will be able to:


Obtain an appreciation of the elements that contribute to a successful flotation
Develop a sound knowledge of the methods of marketing IPOs
How to select the appropriate underwriting technique
Be able to discuss IPOs with greater confidence

Restructuring in Financial Distress
Participants will be able to:

Enhance their analytical skills in restructuring and corporate recovery situations
Develop their awareness of the various techniques available
Identify some of the problems and pitfalls to avoid
Acquire a powerful guide to corporate recovery skills and crisis management

Teaching techniques

The course is delivered by means of a combination of short lecture sessions followed by practical case studies some of which involve using excel models
The sessions are highly interactive and questions and attendee participation is encouraged
Case study work involves accounting, valuation and modelling
The concepts taught, the exercises and the case studies are designed to be of practical benefit to attendees and are immediately usable in the workplace

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.

London
Andre Lanser
Andre is a consulting trainer as well as a corporate finance practitioner and he has delivered courses around the world in the areas of Credit, Corporate Finance, Valuation and Financial Modelling both for Corporates and Banks. Andre originally qualified as a Chartered Accountant, completing articles with PricewaterhouseCoopers. He started his career with a subsidiary of Commercial Union, involved in the steel manufacturing industry. His experience ranged from systems implementation, credit assessment of the highly risky construction industry customers, heading up the finance functions to successfully turning the business around and then selling the company through a trade sale. He later joined Commercial Union in the investment back-office function, reengineering the investment back office and later headed-up a team who implemented a new investment management system for both the back office and the front office.
His commercial experience includes restructuring and turning around a Steel Manufacturing operation, consulting to a Pharmaceutical company involved in medical devices for both Government and Private Hospitals and an in depth knowledge of the citrus industry, consulting to South African Airways and extensive work at Hanover Acceptances property company, Dorrington in London.

His career then spanned over 15 years in the Venture Capital and Private Equity arena, where he has gained a vast amount of experience in the corporate analysis and valuation field. He is a specialist in developing and training finance related courses, including corporate credit related topics, credit analysis and cash flow analysis with a special focus on the banking sector, derivatives, and financial modeling courses. His training experience spans a period of more than 15 years.

For DCGT Andre has successfully written/delivered courses for clients such as Arrow Pharmaceutical, Shell Oil, IBM, Komercni Banka, Societe Generale, Fortis Bank, Raiffeisen Group, Islamic Development Bank, Banco Santander, Standard Bank, Westpac, Commercial Bank of Qatar, Bank of Cyprus, ING, Bank of Cyprus, Rabobank, Eurohypo, Standard Chartered, Erste Bank and numerous others throughout the globe. Specific work in the Gulf Region: Islamic Development Bank, Saudi Airline and SABIC in Saudi Arabia. Financial reporting and IFRS training to banks in the Emirates, Qatar and Kuwait, which include Noor Islamic Bank, NBK and QNB. He is a trainer for the South African market for Continuing Professional Development (CPD) in IFRS.

Venue

London

Central London Hotel Venue

All courses are held at four or five star venues in Central London, Zone 1. We strive to provide you with a training environment of the highest quality, to ensure that the whole learning experience exceeds your expectations.

Your training venue will be confirmed by one of our course administrators approximately 3-4 weeks before the course start date.

Related Courses

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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

Part 2 – M&A Structuring, Leveraged Transactions (LBOs), IPOs and Restructuring in Distressed Debt
28st August – 1st September 2017



Session 1: Structure and synergies 

  • Strategic decision making: do companies need to grow? 
  • Acquisition versus organic growth 
  • Types of transaction 
  • Types of synergies 
  • Legal risks in acquisitions 
  • Mitigating risk via due diligence 
  • Legal protections 
  • Credit risk in the event of a problem 
  • Impact of the nature of the transaction (friendly/hostile) on due diligence

 

Case study: Strategic choices for growth faced by an international brewer

Session 2: Synergies and due diligence 

  • Identifying the acquisition benefits 
  • Quantifying the benefits 
  • Types of synergy 
  • Due diligence: financial, legal and commercial 
  • Deal breakers 
  • Adjusting the price 
  • Managing acquisition risk

Case studies: BA/Iberia

Session 3: Corporate restructuring events and implications

  • Acquisitions 
  • Joint ventures (JV’s) 
  • Spin-offs 
  • Split-offs 
  • Carve-outs 
  • Targeted stock 
  • Contingent value rights

 
Case study: Carphone Warehouse demerger

Session 4: Disposals – the controlled auction 

  • Bilateral negotiation 
  • Data room 
  • Vendor due diligence 
  • Sale and purchase agreement

 
Case study: EMI; SSL

Acquisition Analysis

Session 5: Public M&A transactions 

  • Takeover codes, practices 
  • Documentation 
  • Impact of friendly v. hostile on price, due diligence, financing 
  • Strategies and tactics – implications for defence 
  • The war of words and the war of numbers

Case study: contested takeover

Session 6: Pro forma acquisition analysis 

  • Pro forma financials 
  • Accretion and dilution 
  • Breakeven PER of cash/debt 
  • Impact of capital structure 
  • Considering all debt and all equity financing 
  • Including synergies in the analysis

Case study: M&A presentation by Rona

Session 7: Modelling the acquisition 

  • Building the model 
  • Income statements 
  • Balance sheets and cash flow statements 
  • Capital structure assumptions 
  • Financing options 
  • Examining the impact on credit ratios 
  • Dividend policy


Case study: model building to examine the impact of the acquisition, its synergies and its financing on the financial statements of the buyer

Session 8: Financing the acquisition 

  • Capital structure flexibility 
  • Bridge financing 
  • Issuing equity 
  • Vendor placing 
  • Deferred consideration: Earn-outs 
  • CVRs

Case study: Pharma company contingent payments


Section 2 - Highly Leveraged Transactions: LBOs
Objectives


By the end of this section, participants will be able to: 

  • Build a leveraged buyout model with a valuation model and maximum debt capacity 
  • Analyse the debt and equity sources of finance that drive the LBO model 
  • Determine the key accounting and financing scenarios which drive the sensitivities 
  • Build a sensitivity model including IRR in order to evaluate investors returns

Session 9: Leveraged buy-out types 

  • Deal types: LBO, MBO, MBI, BIMBO, SBO, LBU, P2P, etc. 
  • Traditional financing structures 
  • Objectives of senior lenders 
  • Objectives of mezzanine lenders 
  • Objectives of equity providers 
  • Historical rates of returns 
  • Carried interest


Case study: Restructuring Toys R Us, Legrand

Session 10: Structuring the debt 

  • Example capital structures 
  • Establishing the amount of debt that can be used 
  • Assessing the type of debt that can be used 
  • Disadvantages of the high level of gearing 
  • Key credit ratios

Case study: Materis, international secondary and tertiary buyout


Session 11: Building the LBO model 

  • Secondary buy-out case 
  • Senior and junior mezzanine 
  • Key ratios determining the financing structure 
  • Preparing projections for the appraisal of an LBO and mezzanine candidate 
  • Model the equity returns 
  • Model the mezzanine warrant participation 
  • Setting the covenant structure 
  • Internal approvals 
  • Facility letters

Case study: Building a model of the cash flows and capital structure to test syndication feasibility


Session 12: Satisfying the lenders 

  • Acquisition vehicle structure 
  • Contractual subordination 
  • Structural subordination 
  • Achieving debt pushdown 
  • Achieving tax relief 
  • Opco/propco/holdco


Case study: Holdco PIK, Cognis Gmbh

Section 3 - IPO Marketing and Underwriting
Objectives


By the end of this course, participants will be able to: 

  • Obtain an appreciation of the elements that contribute to a successful flotation 
  • Develop a sound knowledge of the methods of marketing IPOs 
  • How to select the appropriate underwriting technique 
  • Be able to discuss IPOs with greater confidence

Session 13: Preparation 

  • Why float? 
  • Exit strategies for existing shareholders 
  • Strategic considerations: float or sell? 
  • The objective of the due diligence exercise 
  • Essential corporate restructuring steps pre-IPO 
  • Senior versus junior market 
  • Lock-up agreements 
  • American depositary receipts (ADRs and Global DRs) 
  • Timetable

Case study: US IPO failure

Session 14: Marketing the IPO 

  • Book-building/placing as an issue method 
  • Offers for sale as an issue method 
  • The role of the analyst 
  • Roadshows and company visits 
  • Preparing the management

Case study: Roadshow presentation for major IPO

Session 15: IPO Underwriting 

  • Hard and soft underwriting 
  • The financial risk in underwriting 
  • Underwriting as an option 
  • Competition issues in fees charged 
  • Underwriting in public offers

Case study: The overallotment option/Greenshoe

Session 16: Rights issues post IPO 

  • Pre-emption rights 
  • Theoretical ex-rights price (TERP) 
  • Deeply discounted issues 
  • Block trades, accelerated bookbuilding 
  • Other abusive practices covered in the Global Settlement

 
Case study: Allianz rights issue

Section 4 - Restructuring in Financial Distress
Objectives

  • By the end of this course, participants will be able to: 
  • Enhance their analytical skills in restructuring and corporate recovery situations 
  • Develop their awareness of the various techniques available 
  • Identify some of the problems and pitfalls to avoid 
  • Acquire a powerful guide to corporate recovery skills and crisis management



Session 17: The road to financial distress 

  • Symptoms of distress 
  • Causes of distress 
  • The cycle of distress 
  • The role of covenants as early warning devices 
  • The rating agencies and missed problems 
  • Distressed security prices 
  • Systemic distress or ad hoc distress 
  • Speed of recognition versus management denial

Case Study: Americredit and the US car industry

Session 18: Business plan failures 

  • Critical assumption failure causing distress 
  • Technological failure 
  • Revenue assumption failure 
  • Project financing failures

Case Study: Iridium, New Star

Session 19: Pre-distress restructuring actions 

  • Management led business restructuring ahead of distress 

Cutting costs to meet a lower level of business activity 

  • Financial restructuring ahead of projected or possible distress 
  • The distressed debt investor’s approach to selecting distress candidates

Case study: Restructuring Walmart with distressed debt investors

Session 20: Restructuring options 

  • What business levels can be projected in the future 
  • Can the projections support the current debt burden? 
  • Does the company need more cash to execute the new plan? 
  • Legal options available 
  • Approaches to insolvency (INSOL Principles) 
  • Workouts 
  • Prepackaged deals 
  • Court led/judicial restructurings 
  • Comparing international approaches


Case Study: Restructuring Drax

Course summary and close

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