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A combination of pre- and post-transaction financial statement forecasting, valuation modeling and practical M&A topics including:
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- Strategic Analysis
- Target Selection Methodology
- Forecasting the Target’s Financial Statements
- Valuing the Target Based on Forecasted Free Cash Flow (DCF)
- Market Comparison Methodology
- Due Diligence Procedures
- Letter of Intent (LOI) and Presenting Effective Offers
- Structuring, Financing and Negotiating the Transaction
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A state-of-the-art, two-day workshop designed especially for accounting and financial professionals including:
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- CFOs, Treasurers, Controllers and accounting staff
- Financial Directors, Managers, Analysts and their staff
- Mergers & Acquisitions Specialists; Valuation Analysts
- Financial and Corporate Planners; Strategic Planning Managers
- Budget Directors, Managers and Analysts
- Operations, Analysts and Business Development Directors
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Seminar Agenda
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Strategic Analysis: Uncovering the Value of an Organization
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- Value Drivers in the Marketplace — Porter Model
- Understanding the Target Company’s Competitive Advantage
- Other Strategic Advantages a Target May Possess
- Is the Target Additive to Your Business?
- Strategic Alternatives: Joint Ventures; Green Fielding; More!
- Understanding and Valuing Synergy
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Target Selection: Data Collection and Verification
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- Sources of Market Data
- Sources of Company Specific Data
- Public vs. Private Considerations
- Searching/Screening Online
- Analyzing the Sell-side Documentation (Examples)
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Due Diligence Techniques and Analysis
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- Due Diligence Explanation
- Items to Analyze — Checklists
- Hidden Assets and Liabilities
- Understanding the Business
- Case Study — Review of Due Diligence Issues
- Financial Analysis
- Differences Between Small and Large Firm Financial Statements
- Potential Distortions: Inventory Valuations, Goodwill, R&D, Over- or Under-funded Pensions, Deferred Taxes, etc.
- Recasting the Financial Statements
- Normalizing Income for Analysis and Valuation
- Combined Company Pro Forma Financials
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Preparing Financial Statements for the Target
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- Creating Baseline Assumption and Appropriate Level of Detail (Model/Case Study)
- Alternative Statement Structures for Financial Analysis (Models/Case Study)
- Determining Realistic Add Backs (Model/Case Study)
- Understanding Historic Key Business Drivers
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Preparing Financial Statements for the Target
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- Preparing the Target’s Financial Projections
- Establishing Key Business Drivers
- Documenting Assumptions and Uncertainties
- Establishing the Model and Building in an Appropriate Level of Detail (Models/Case Study)
- Model Architecture and Data Flow (Model/Case Study)
- Fully Integrated Worksheets (Tutorial)
- Linking the Statements
- Illustrating Cause and Effect Relationships
- Ensuring the Model is Robust Enough for Future Constraints
- Testing the Model
- Income Statement Projections (Model/Case Study)
- Projecting Revenues Based on Key Drivers
- Projecting Fixed and Variable Expenses and Profits
- Integrated Balance Sheet (Model/Case Study)
- Borrowing and Contributed Capital
- Fixed Assets and Working Capital
- Interactive Statement of Cash Flows
- Operating Cash Flow
- Cash from (for) Investments
- Cash from (for) Financing
- Free Cash Flow
- Financial Ratios: Modeling to Meet Objectives
- Liquidity Ratios
- Activity Ratios
- Leverage Ratios
- Profitability Ratios (ROE, ROIC, Margins)
- Valuation Methods (Model/Case Study)
- Establishing the Free Cash Flow
- Discounted Cash Flow Modeling
- Embedding your WACC
- Debt Service Worksheets
- Earn Out Structuring — Examples and Case Studies
- Tax Implications
- Public Companies — Price-Earnings Multiple
- Comparing Value to Market Comparable Companies
- Determining What Constitutes a Comparable Company
- Sources of Information: Public and Private Companies
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Making Effective Offers
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- Understanding the Owner’s Motivation: Public vs. Private
- Timing of M&A Events: Target Identification to Post-Integration
- Explanation of Letter of Intent (LOI) and Example
- Presenting the Offer
- Negotiation Strategies Including Overview of Taxation Problems (Asset vs. Stock purchase, etc.)
- Sample Purchase Contract
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Financing & Deal Structure
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- Sources of Payment — Cash vs. Debt vs. Equity vs. Other
- Valuation of Securities
- Deal Structure Issues for Publicly-traded Companies
- Valuing Options, Warrants & Convertibles
- Dilution Issues
- Case Study — Review of Deal Structure Issues
- Deal Structure Issues for Privately-held Companies
- Earn Outs
- Seller Financing
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Included Attendee Take Home Tools
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- Financial Models — Basic and Complex Templates in ExcelTM
- Integration Checklist
- Guide to Writing a Letter of Intent
- Due Diligence Checklist
- Sample First Meeting Presentation
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(Model) — indicates a section where we will be utilizing an ExcelTM based model to demonstrate concepts.
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CPE Credits...
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This seminar is recommended for 16 hours of CPE 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 web site at www.nasba.org.
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Who Should Attend?
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This seminar is ideal for accounting and financial professionals and members of the M&A team who want to: (1) understand the critical elements of an M&A transaction and (2) effectively model projections and valuations related to the M&A transaction. This seminar is also appropriate for CEOs, business owners, strategic planners and attorneys who have a basic background in spreadsheets, finance and accounting.
This seminar is perfect for:
- CFOs; Treasurers; Controllers and CPAs
- Mergers and acquisitions staff
- Financial and accounting managers
- Staff accountants
- Financial and security analysts
- Consultants and corporate strategic planners
- Attorneys who work in an SEC, antitrust or M&A environment
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Seminar Prerequisites
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Course Level: Intermediate
Prerequisites: Basic understanding of financial anaylsis and ExcelTM
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Instructors
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Custom Training Programs ...
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When you bring Planning and Modeling the M&A Transaction Using ExcelTM in-house for groups of 12 or more, you can ask instructors detailed questions about your planned transactions in total privacy and confidentiality. In
addition to great instructional training you have an opportunity for independent feedback related to your firm’s specific transactions. Make this
a consulting opportunity as well as a training function.
For more information or to schedule a custom in-house program, e-mail NCCE at contact@nccetraining.com or telephone 800-635-9615.
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© Copyright 2006 Performance Seminars, Inc.
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