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What you'll learn...
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If you want to avoid being a part of the losing team, it is crucial for you to arm yourself with the very latest in strategic and tactical M&A information. NCCE’s seminar, Successful M&A Transactions: -- Featuring: (1)Pre-acquisition planning;
(2)Determining acquisition criteria; (3)Evaluation of potential target; (4)Due Diligence and (5)Integration Issues, -- provides you with two jam-packed days filled with the critical practical knowledge you need to identify and execute winning deals.
Equipped with a basic understanding of the overall M&A landscape, you’ll delve into the strategic aspects of a deal including:
- The role of mergers and acquisitions in business development and corporate growth strategy including S.W.O.T. Analysis
- Justifying the "urge to merge"
- A step-by-step view of the merger process including real-world case studies
- Due diligence - and why doing it incorrectly can spell disaster
You’ll also get an in-the-trenches look at the skills and requirements for executing a deal such as:
- Financial analysis and valuation methodologies for a variety of scenarios
- Managing the integration
- Structuring and financing the deal
- Constructing the acquisition contract
- Evaluating Synergy: positive, negative and secondary byproducts
Plus, you’ll learn how to manage the all-important M&A due diligence and post-merger integration issues that can mean the difference between success or failure.
This high-level information is illustrated for you throughout the entire course via specially designed, interactive case studies. And, in order to help you crystallize all of the concepts you’ll learn after the class is over, you’ll receive a FREE 300-page seminar manual containing tools, sample forms and checklists that will help you through the M&A process!
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Seminar Agenda
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Background/History of M&A
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- Overview of types of transactions
- Examples of successes, failures and why
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The Acquisition Process
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- Fitting the strategic plan
- Internal growth vs. external growth
- Reasons to acquire (or avoid) a firm
- Defining the strategic plan
- The S.W.O.T. analysis for your company (case study)
- Divestiture as an option
- Determine the acquisition criteria
- Assemble the acquisition team
- In-house and/or external: legal/financial/technical
- In-house: operational/strategic
- Regulatory requirements/obstacles
- How to identify potential targets
- Leads
- Bankers and lawyers
- Your independent audit firm
- Networking resources
- Within your industry
- The investment banking
- community
- Outside your industry
- Information sources
- Internet sites/screens/library
- D&B and S&P
- Trade publications
- Professional industry organizations
- Conducting the search
- Where to get help
- Investment bankers
- Venture capitalists
- Banks; brokers and M&A consultants
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Due Diligence
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- How to analyze the industry
- How to learn the business - EVERYTHING!
- Your due diligence team
- Objective review - "kick the tires"
- Confirm preliminary information
- Know exactly what you are buying
- Typical information required
- Financial statements
- Operational reporting
- Due diligence checklist and lists, lists and more lists (examples)
- Knowing what to look for
- Financial review
- Operational review
- Fine tune the deal
- Adjust the price
- Adjust the structure
- How to detect flaws - and have a plan to start the fix on day one
- Deal breakers and fatal flaws (case studies)
- How to cut your losses
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Valuation (Comprehensive Case Study)
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- Components
- Revenues, profits and cash flow
- Capital and working capital requirements
- Analyzing risk/reward
- How to research comparable deals
- Methodology
- Multiples: sales, earnings, EBITDA
- P/E ratios
- Capitalization rates vs. DCF
- Growth rates and terminal value
- Book value and adjusted book value
- Sum of the parts greater than the whole: synergy and strategic acquisitions (examples)
- Appraisals vs. valuations
- Asset-based
- Orderly vs. forced liquidation
- Book value
- Fair market value
- Using SEC reports
- Other reports
- Evaluate a target
- Objectives and criteria
- S.W.O.T. analysis of the target
- Range of value
- Profitability, cash and growth
- Key financial ratios
- Synergy: positive and negative; secondary synergy byproducts
- Visualization
- Create a model pro forma (case study)
- Before - with vs. without
- After - with vs. without
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Commitment
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- Confidentiality
- Initial meetings: why and how first impressions matter
- Seller motivation
- Fact finding and negotiation
- Letter of intent (example)
- Terms & conditions
- Financing
- Method of payment: cash; stock; debt; other
- Timing of payment: immediate; deferred; escrowed
- Structure: inclusions and exclusions
- Assumed assets; excluded liabilities
- Resolution of disputes
- How to leave yourself an out
- Rollups
- Alternative structures
- LBO vs. venture capital
- Hostile takeovers, "white knights" and "green mail"
- Alternative deals
- Joint venture vs. partnership
- Licensing vs. royalties
- Partial acquisition and exchanges
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After the Close - Managing the Post-merger Integration
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- Start with exit strategy (case study)
- Post acquisition management already in place (on first day)
- Control and manage
- How to implement benchmarks and milestones (examples)
- How to communicate effectively
- The importance of positive public relations
- Key control points and how to manage them
- Structure
- Separate subsidiary
- Assimilated into parent company
- Division of parent
- Target absorbs part of parent
- Different combinations
- Accounting & tax implications
- Purchase vs. pooling of interest (FASB update)
- Integration
- People - organization; culture
- Operations
- Finance and accounting
- Systems
- Customers
- Suppliers
- Synergies
- Implement immediately
- Maybe the target shows you a better way of doing things (examples)
- Have a plan; have alternate plans (examples)
- And, they lived happily ever after
- Feedback
- Audit, 6 month, 12 month, 2 years (example audit program)
- vs. pro forma
- vs. goals and objectives
- vs. acquisition criteria
- Revisit the strategic plan
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CPE Credits
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This seminar is recommended for 16 hours of CPE credit, including 4 hours of A&A and 12 hours of Specialized Knowledge.
The National Center for Continuing Education 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. Visit the NASBA website at www.nasba.org.
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Who Should Attend?
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This seminar is ideal for accounting and other financial professionals who need a state-of-the-art understanding of M&A and business valuation techniques. It is also appropriate for CEOs, business owners and corporate attorneys who have a basic background in finance and accounting. This course is perfect for CFOs, treasurers, controllers, CPAs, financial and accounting managers, staff accountants, financial and security analysts, mergers and acquisitions staff, investment bankers, consultants and corporate strategic planners. This program will also help any attorney who works in an M&A environment.
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Instructor
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In-house Presentations ...
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If you have a group of 12 or more employees, NCCE’s customized seminar is a cost-effective solution for your organization's training needs. Bring Understanding the Merger, Acquisition and Business Valuation Process in-house and ensure that your staff posses the know-how to work in today's volatile business environment.
This course can be custom-tailored to a 4, 8, 12 or 16 hour presentation and can be designed to address specific projects that your company is tackling.
Some of the organizations who have taken advantage of NCCE’s custom training include Hewlett-Packard; Stanley Tools; US Small Business Administration; Polaroid; Ernst & Young; US Robotics; Aetna, Inc.; Western Union; Harley-Davidson; General Mills; Florida Power & Light; AOL and Motorola.
For more information or to schedule a custom in-house program, email NCCE at contact@nccetraining.com or telephone 800-635-9615.
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