Course description
Overview
This two-day course examines the main processes and issues involved in acquisitions and disposals of UK companies. (NB. It does not address regulatory issues in detail)
Who is this for?
This course is designed for those who are involved in buying or selling public or private companies, whether as principals or as advisers. Delegates should have an understanding of corporate financial statements but no prior M&A experience is required.
What will you learn?
Learning outcomes include obtaining an understanding of:
- Rationale for acquisitions and disposals (financial, commercial and “special”)
- Disposals – initiating the sale process
- Disposals – the auction process
- Acquisitions - identification and evaluation
- Legal documentation
- Deal structuring
- Buying and selling assets vs shares
- An overview of valuation (please note this is not covered in depth; please see the link to our Valuation Techniques course for a detailed introduction to this topic)
- Introductory M&A maths
- Raising the finance
Other related courses
Valuation Techniques (with Valuation Modelling)
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Upcoming start dates
Suitability - Who should attend?
This course is designed for those who are involved in buying or selling public or private companies, whether as principals or as advisers. Delegates should have an understanding of corporate financial statements but no prior M&A experience is required.
Training Course Content
Learning outcomes include obtaining an understanding of:
- Rationale for acquisitions and disposals
- Commercial justification
- Financial justification
- Disposals – initiating the sale process
- Alternative disposal methods
- Identifying and short-listing purchasers
- Approaching potential purchasers
- Disposals – the auction process
- No-names teasers
- Confidentiality undertakings
- The information memorandum
- Inviting and evaluating offers
- Acquisitions - identification and evaluation
- Identifying potential acquisition targets
- Initial evaluation of targets
- Approaching the target: considerations and best practice
- Public deals
- Transaction process overview
- Outline of regulatory issues
- Defence and attack strategies
- Due diligence
- Scope of due diligence
- Vendor due diligence and data rooms
- Purchaser due diligence
- Legal documentation
- Heads of agreement
- Break clauses and exclusivity agreements
- Sale and purchase agreement
- Warranties, indemnities, representations and disclosures
- Conditions precedent and subsequent
- Exchange and completion
- Deal structuring
- Buying and selling assets vs shares
- Cash, loan stock, shares and alternatives as consideration
- Earn-outs, options and deferred consideration
- Tax considerations for the vendor and purchaser
- Raising the finance
- Sources of finance
- Senior, mezzanine and other debt
- Ordinary, preference and other share capital
- Share swaps
- Rights issues, placings and vendor placings
- Options and warrants
- Determining an appropriate deal structure: practical and market considerations
- Sources of finance