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An intensive, dynamic, practical two-day workshop featuring:
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- Growth Tactics and Strategic Analysis
- Multiple Target Selection — How to Build the Pipeline
- Secrets of Finding the “Not for Sale” Company
- Valuation Techniques and Market Comparison Procedures
- Cost of Capital, Related Synergy and EVA
- How to Model the Target’s Financials — Pre and Post Acquistion
- Due Diligence Procedures and How to Avoid Overpayment
- How to Present Effetive Offers and Draft the Letter of Intent (LOI)
- Preventing Post Integration Problems
- Take home Tools To Successfully Implement Your M&A Transaction
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Designed especially for:
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- The CEO and CFO
- Divisional President and Controller
- All members of the Internal and External M&A Team
- Financial Professionals and Accounting Staff
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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
- Growth Tactics and Analysis
- Is the target additive to your business?
- How to build a pipeline of multiple targets for growth
- 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)
- How to find the “not for sale” company
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Investigative Financial Due Diligence Techniques and Financial 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 (Overview)
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Understanding the Cost of Capital and Valuation Techniques (Overview)
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- Rapidly calculating the weighted cost of capital (WACC) using Value Line
- Rapidly calculating EVA using Value Line
- WACC calculations for private companies: CAPM; build-up, more!
- Capitalization rates, P-E multiples and discount rates explained
- Projecting growth and terminal value
- Using Discounted Cash Flow (DCF) to value the target
- Understanding synergy created by different WACCs and EVAs
- Comparing Value to Market Comparable Companies
- Determining What Constitutes a Comparable Company
- Sources of information: public and private
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Preparing Financial Statements for the Target (Overview)
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- Creating baseline assumption and appropriate level of detail (model)
- Alternative statement structures for financial analysis (models)
- Determining realistic add backs (model)
- Understanding historic key business drivers
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Preparing Pro-Forma Financial Projections for the Target (Overview)
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- Establishing key business drivers
- Documenting assumptions and uncertainties
- Building the model and establishing an appropriate level of detail
- Model Architecture and data flow (model)
- Fully integrated (linking) worksheets
- Illustrating cause and effect relationships
- Ensuring (testing) the model; future constraints
- Income Statement Projections (model)
- Projecting revenues based on key drivers
- Projecting fixed and variable expenses
- Integrated Balance Sheet (model)
- Interactive Statement of Cash Flows
- Operating, Investing and Financing Cash Flow
- Free Cash Flow
- Financial Ratios: Modeling to Meet Objectives
- Liquidity and Leverage Ratios
- Profitability Ratios (ROE, ROA, ROIC, Margins and EVA)
- Valuation Methods (Models)
- Setting up the free cash flow
- Discounted cash flow modeling
- Embedding your WACC
- Earn out structuring —examples
- Tax implications
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Making Effective Offers
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- Understanding the Owner’s Motivation: Public v. Private
- Timing of 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 v. Stock purchase, etc.)
- Sample purchase contract
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After the Close – Managing a Post Merger Integration
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- Start with exit strategy (case study)
- Post acquisition management already in place
- Control and manage
- How to implement benchmarks and milestones (examples)
- How to communicate effectively
- The importance of positive public relations
- How to manage key control points
- Analyze Structure
- Separate subsidiary
- Assimilated into parent company
- Division of parent
- Target absorbs part of parent
- Accounting & tax implications
- Analyze Integration
- People-organization; culture
- Operations and Systems
- Finance and accounting
- Customers and Suppliers
- Capitalize on Synergies
- Implement immediately
- Maybe the target educates you (examples)
- Have alternate plans (examples)
- And, they lived happily ever after
- Audit, 6 month, 12 month, 2 years (example audit program)
- vs. pro forma
- vs. goals and objectives
- vs. acquisition criteria
- Revisit the strategic plan and repeat as needed
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Included Free: Attendee Take Home Tools
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- Financial Models —Basic and Complex soft copies in Excel
- Integration Checklist
- Guide to Writing a Letter of Intent
- Operational Due Diligence Checklist
- Sample First Meeting Presentation
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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)
find, buy and integrate the perfect target. This is the perfect opportunity for the CFO to have an objective dialogue with the CEO about corporate growth tactics and successful M&A transactions. Don’t let your CEO overpay for an acquisition.
This seminar is perfect for:
- CFOs; Treasurers; Controllers and CPAs
- CEOs and Divisional Presidents
- Mergers and acquisitions staff
- Financial and accounting managers
- Staff accountants and budget analysts
- Financial and security analysts
- Corporate strategic planners
- Attorneys who work in an M&A environment
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Seminar Prerequisites
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Course Level: Intermediate
Prerequisites: Basic understanding of financial anaylsis
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Instructors
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Custom Training Programs ...
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When you bring How To Find, Buy and Integrate The Perfect Target 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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