• Case Studies
• Further References

• fix the equity
• fix the debt
• fix the control

Topic 2
Fix the Debt:
Reconfiguring and Designing Corporate Debt

Topic 3
Fix the Debt:
Financial Engineering and Securitization

Topic 4
Fix the Control:
Restructuring Corporate Ownership
 

Background Materials on Corporate Finance

Financial Restructuring in Asia: Issues and Opportunities
 

Links:
giddy.org
giddyonline.com
globalsecuritization.com
asiansecuritization.com
 

+1 212 998 0332

What is This?

In today's dynamic economic environment, managers often face decisions concerning the acquisition or divestiture of companies and business units. This is an example of a three-day workshop focussing on the role of mergers and acquisitions in developing competitive advantage and shareholder value. Why do mergers that looked great on paper fail in reality? How does one value companies acquiring, or being acquired? What is the best negotiation strategy? What does it take to make "synergy" come to life? Because of the unique gamble that acquisitions represent, executives must clearly understand the financial, strategic and implementation issues of deals before approaching the negotiating table with the corporate checkbook open. Successful acquirers make these issues the benchmarks of not only the pre-acquisition planning process but also post-acquisition management. Using real-world case studies and hands-on applications, the course introduces the key principles and techniques of successful mergers, acquisitions, divestitures and strategic alliances.

Who Needs This?

Bankers, executives or professionals whose career advancement or security is tied to the ability to identify, execute, and implement a successful acquisition strategy. Executives with strategic or financial responsibilities and the bankers and lawyers who support them will gain a critical understanding of the elements of mergers and acquisitions that create "winners" and "losers" among corporate buyers.

What Participants Gain

• Understand the drivers of success and failure in mergers
• Design a merger policy to develop competitive advantage and create shareholder value
• Understand the role of mergers, acquisitions and divestitures in corporate restructuring
• Identify the accounting and tax implications of mergers and acquisitions
• Value acquisitions targets and avoid common pitfalls
• Structure the best acquisition financing package tailored to the deal
• Understand pre-merger planning and merger negotiation
• Implement the merger, and undertake successful restructuring and divestitures
• Evaluate the alternatives to M&A, including strategic alliances

Schedule

	Morning		Afternoon
First Day	Corporate Finance, Strategy and the Economics of M&A  Evaluating Acquisitions  Developing an Acquisitions Strategy	Lunch	Valuation in Acquisitions: Tools and Techniques
Second Day	Valuation in Acquisitions: Applications	Lunch	Acquisition Research & Preparation  Due Diligence  Negotiating a Merger
Third Day	Financing Acquisitions	Lunch	Post-Merger Implementation  Strategic Alliances

Contents and Case Study Assignments

• Corporate Finance, Strategy and the Economics of M&A
• The decisions that create shareholder value
• Investment, financing, payback and risk management
• Managers’ vs shareholders’ vs lenders' interests: the agency problem
• Corporations and the market for corporate control
• Mergers and acquisitions: when do they make sense?
• Case study: Wärtsilä NSD.
• Evaluating Acquisitions and Other Corporate Investment Decisions
• The unique gamble that acquisitions represent
• Performance challenges built into pre-acquisition stock prices
• Competitive conditions that must drive valuations
• Required performance improvements embedded in acquisition premiums
• Seductive sensitivity of common valuation models
• Major risk areas in post-acquisition management
• Case study: Allied Colloids
• Developing An Acquisition Strategy
• Define Your Acquisition Objectives
• Establish Specific Acquisition Criteria
• Selecting Your Team of Advisors
• Is it the right target? How is the Company's "wish list" determined?
• Is the market going to like the deal? Why?
• What is the economic vision in the deal that justifies it?
• How much dilution in the buyers' stock price will there be?
• What does it take after doing the deal to make it all work?
• Valuation in Mergers and Acquisitions: Tools
• Present value computations
• Free cash flows to equity
• Free cash flows to firm
• Dividend- and cashflow-discount models
• Real option approach
• The cost of capital calculation
• Valuation in Mergers and Acquisitions: Applications
• Asset-based and balance-sheet approaches
• Market value approaches
• Present value of the future free cash

flows
• Multiples and comparables
• Establishing required rates of return
• Sensitivity analysis
• Case study: Brown-Forman
• Acquisition Research & Preparation
• Create Your Own Deal Flow
• Purifying the Final Target List
• Meeting with Respondents
• Keeping Score & Selecting the Short List of Finalists
• Fair Market Value
• Due Diligence
• Administration & Management
• Accounting & Financial
• Fairness Opinions as to Value (Public Companies)
• Legal Matters (A Dreaded Issue Some Lawyers Overlook)
• Sales & Marketing
• Products and/or Services
• Operations, Processes & Technology
• Human Resources
• External Information
• Negotiating a Merger
• Role of investment bankers and other advisors
• Developing a negotiating stance
• Understanding sellers' goals and constraints
• The approach
• Dealing with defensive strategies: poison pills and other devices
• Dealing with rival bidders
• Structuring the deal
• The proposed basic Term Sheet
• Keep the romance alive during due diligence and while you secure financing
• Closing the deal
• Financing Acquisitions
• Finding the optimal capital structure: debt, equity or mezzanine?
• Corporate taxation and capital structure
• Leverage, ratings and the cost of debt
• How to find the optimal debt ratio
• Case Study: SAP AG
• Subordinated seller financing
• Bank financing
• Bond financing
• Leveraged buy-outs
• Mezzanine debt
• Private equity
• Public equity financing
• Case Study: Financing Ciba
• Post-Merger Implementation
• Major risk areas in post-acquisition management
• Compensation
• Integration
• Divestitures
• Strategic Alliances
• When should companies engage in joint ventures?
• Strategic alliances as a transition phase
• Structuring the relationship between the partners
• What can go wrong, and why
Summary and Conclusions