The importance of how a deal is structured is captured in the saying, ‘You name the price and I’ll name the terms – and I’ll win every time!’ The Acquisition Finance program combines theory and practice, providing the tools to understand the financial side of structuring the deal. The program gives additional emphasis on SMEs, the contrast of public and private deals, as well as traditional corporate acquisitions. Topics include capital structure, debt capacity, leveraged buyouts, acquisitions, restructuring, and deal design. Case studies and discussion include both European and US examples.
How you will benefit
- Understand the tradeoffs between equity and debt financing
- Recognize and exploit unused debt capacity
- Better understand how to complete deals in difficult markets
- Understand the major differences and challenges between public and private deals
- Understand the role of liquidity discounts and control premia
- Examine the types of debt and equity best suited to the acquirer’s and target’s objectives
- Strengthen bargaining and deal design in acquisition finance and merger advisory work
- Explore cash flow and balance sheet models for structuring a deal
- Understand the role of collars, toeholds, earn-outs and termination fees
- Examine payment methods in European and other acquisitions
- Gain the expertise to enter the financing process with confidence and skill
Goals and objectives
This program presents current tools and concepts related to evaluating leveraged and highly leveraged acquisitions and designing appropriate financing. In this two day course, we consider the choice between debt, equity or other securities, how to fully exploit the debt capacity of the firm, and what types of financing best suit both buyer and seller objectives. We combine these perspectives with an emphasis on the creation of value for equity holders, mezzanine investors and bankers. Additional attention is given to the analysis of SMEs.
The program begins with an overview of acquisition finance and a discussion of how leverage can create or destroy value. Following this, lecture and case discussions present a framework for the analysis of highly leveraged transactions. Particular attention is given to capital structure considerations. The second day of the program continues with the practical application of deal design and a discussion of risk mitigation in M&A deals, the link between theory and practice and the practical application of deal design.
The specific aims of the program are to:
- Provide a framework for critically evaluating financing proposals and the alternative choices confronting the deal designers.
It will survey the tools and analytics that could be employed in assessing the deal terms and the (hidden) alternative terms. The emphasis is on very practical means of developing a “view” about these proposals.
- Help understand the impact of leverage on a deal and assess associated challenges in valuation and risk analysis.
Key goals are to understand possible opportunities for transaction design, to think critically about the specifics of financing, and to anticipate the implications of deal design for success, measured both in completion of the deal and its long-term value.
- Understand bargaining and deal design in acquisition finance and merger advisory work.
The program emphasizes the range of choices confronting the deal designer and the need to make sensible trade-offs in arriving at a successful agreement.
|Day 1||09:00 – 17:30/18:00|
|Day 2||09:00 – 17:30/18:00|
Overview of Acquisition Finance: Structuring the Deal
This session presents an overview of the program – outlining advantages, risks and current trends in acquisition finance. Particular attention is given to sources of gains in acquisition finance and the opportunities and risks entailed in highly levered transactions. The following topics will be discussed:
- Timeline of the Acquisition Process
- How Acquisition Finance Creates Value
- Types of Deals
- Participants, Products, Risk and Return
- The Importance of Markets
- Motives for Acquisition
- The Whole Deal Approach:
– Understanding Participant Motivations
– The interaction of Deal Components
Capital Structure – Theory
- How Capital Structure Creates or Destroys Value
- Capital Structure Theory – A Review
- The Three Impacts of Debt
- Debt vs. Equity
- Empirical Evidence
Capital Structure – Practice
- Balance Sheet and Cash Flow Models
- Understanding the Cycle of Purchase Price Multiples
- The Private Equity Approach to Valuation and Capital Structure
- Ideal Qualities for LBO Candidates
- Considering the Various Types of Debt and Equity
Structuring the Deal: Mitigating Risk
- The Most Important Risks of the Deal
- Mitigating Deal Risk
– Contracts and Contingencies
– Termination Fees
- Fixing the Broken Deal
Acquisition Finance – Structuring the Deal is an introductory course designed for professionals who desire to learn more about acquisition transactions, buyouts or recapitalizations. No experience in acquisition finance is required. However, the course assumes a comfortable understanding of valuation techniques (e.g.,discounted cash flow, multiples, etc).
This program can be used as a follow-up to AIF’s Mergers and Acquisitions program or as a stand alone course.