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Course Summary Course Summary This class is designed to give students an understanding of the private equity industry. Why does the industry exist? What role does it play within the financial markets and the overall economy? Who are the key players and how do their strategies differ? How are deals sourced, evaluated, executed, managed and exited? We will explore these questions with real world, recent examples of transactions. Students will hear from industry participants who are experts in various parts of the PE ecosystem. The guests highlighted below have committed to attend the respective lecture. We will confirm their attendance based on the final class schedule. There will be assigned reading in advance of each class and numerous assignments. Grading will be based on the following: 25% Class attendance / participation 25% Quality of completed assignments 50% Final presentation Course Outline Class 1: Private Equity Fundamentals The first class will focus on providing an overview of how the industry works. It will include a description of alternative assets generally. How are PE funds structured and raised? How are firms organized? Who are the various constituents (GPs, LPs, advisors, etc)? It will then go into detail about the various types of PE firms and how their strategies differ. How has the industry evolved over time? Class 2: LBO Basics This lecture will focus on financial engineering - the tool kit of an LBO. We will go through a typical lbo model and discuss use of leverage to optimize returns. We will go into some depth on the credit markets to understand which debt instruments are most relevant under which scenarios. We will walk through the levers that drive returns and how PE professionals evaluate risk/return. Guest: Mark Zubko, Head of Apax Capital Markets Class 3: Deal Sourcing / Angles This lecture will focus on the origination of deals - both systematic and opportunistic. How to develop a thesis-driven approach. What makes a PE professional good at sourcing? How do you create a competitive advantage in a process? How do you create a personal network? Guest: Alan Patricof, Founder, Apax Partners and Greycroft Partners Class 4: Due Diligence This session will focus on commercial, financial and legal due diligence. What are the key areas of focus? How does the deal time prioritize to ensure that the major areas are covered? What work is done in house vs by a third party? What is the role of expert networks? How do you choose, manage and work with advisors? What are the roles played by deal team members at a PE firm? Guests: Apax ECi Solutions deal team Class 5: Due Diligence - Deeper Dive This session will focus on financial due diligence. What are the key areas of focus? What are the “tricks of the trade” when it comes to adjustments? How do you determine the true earnings power of a business? How do you quantify debt-like items and contingent liabilities? Guest: Martyn Curragh, CFO, PWC Class 6: Deal Process What does a typical auction process look like? How do bankers “package up” a business for sale? Is there such thing as a “proprietary” deal? What are best practices from the sell side and the buy side? Guest: Senior Investment Banker Class 7: Legal Considerations and Structuring We will dive into the important terms of a Stock Purchase Agreement: Purchase price adjustments, indemnification, closing conditions, and remedies. What is “market” on key terms? What are “must haves” versus “nice to haves” from a buyers’ and sellers’ perspective? How do buyers use rep and warranty insurance? Guest: Ann Beth Stebbins, Partner, Skadden Arps Class 8: Negotiation How to get to “yes”. We will discuss different negotiating styles with classroom participation. When are principal to principal discussions necessary versus advisor - driven? How do you win the important points while showing flexibility on minor points? Class 9: Working with Management We will discuss various styles of portfolio monitoring....from the most hands on to the most hands off approaches. What are the pros and cons? How can a PE firm provide real value to a portfolio company? What are senior execs looking for in a PE relationship? How does a PE firm align management incentives with transaction objectives? Guest: Ron Books, CEO ECi Solutions Class 10: Governance What is the role of the board of directors? How does the board interact with management? How do pe firms decide on board composition? What is the role of an independent director? How are decisions made at the board level? What is the role of board committees (audit, nom/gov, comp)? Class 11: Optimizing The Exit What are the options for exit for a PE portfolio company? When does a PE firm start preparing a company for exit? What is the role of a sell side advisor? What are the pros/cons of an IPO? How does a PE firm decide between a full or partial sale? Guest: Mike Jackowski, CEO of Duck Creek Class 12: Presentations The class will be divided into teams of 4-5. Each team will present their best idea for a p2p based on publicly available info. Presentations will include thesis/risks, industry/competitor analysis, financial model/returns analysis and exit alternatives. This is considered your final exam. There will be no written test. .
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