The specialist in highly technical, market-driven bankingmergers and corporate & acquisitions finance trainingtraining BusinessMergers & ValuationAcquisitions Courses Courses web: redliffetraining.co.uk email: [email protected] phone: +44 (0)20 7387 4484 Advanced Negotiation Issues in M&A Date: BrochureLocation: London Content Standard Price: £*** + VAT Membership Price: £*** + VAT BOOK NOW PUBLIC COURSES Course Overview • Advanced Equity Valuation • Advanced Negotiation Issues in Financial Covenants • Advanced Negotiation Issues in M&A • Advanced Private Equity & Leverage Buy-Outs: A 5 Day Masterclass • Advanced Private Equity & LBOs Training • Advanced Takeover Code - Current Strategies & Tactics • Bank Valuation • Corporate Finance Masterclass • Corporate Finance Transactions • Equity & Debt Capital Markets • Effective Business Writing for Corporate Finance • European Term Loan “B” • How to Buy A Business • How to Sell A Business • Introduction to The Takeover Code • Joint Ventures - Key Negotiating and Structuring Issues Coursewith Content Sample Documents • Leveraged Loans in Private Equity and Corporate Transactions • Negotiating Heads of Terms (LOI/MOU) & Related Issues To book this course or find out more, please click the “Book” button Advanced Negotiation Issues in M&A Date: BrochureLocation: London Content Standard Price: £*** + VAT Membership Price: £*** + VAT BOOK NOW PUBLIC COURSES Course Overview • Tax Issues in M&A • The M&A Course • Modelling for M&A Course • Private Equity & MBO • The SPA Course - Commercial Issues in Sale and Purchase Agreements • Valuing a Business • Valuing Emerging Market Companies • Valuing Start Up and Pre IPO Companies • Valuing a Pharmaceutical Company • Valuing a Technology Company • Winning Coporate Finance Business • Due Diligence in Corporate Finance Transactions IN-HOUSE COURSES • Accounting for Business Combinations (M&A) Training •Course Advanced Content M&A Modelling: A Practice 3 Day Workshop • Financial Statement and Analysis: A 3 Day Course • IFRS Accounting for Transactions in Corporate Control • Banks Financial Statement Analysis - Basic • Banks Financial Statement Analysis - Advanced • Legal Due Diligence • Private Company Sales in the U.S and U.K • Public to Private Takeovers • The Distressed Disposals Training - The Key Negotiating Aspects • Valuing Commodity Companies and Sectors • Warranties, Indemnities, Guarantees, Representations Entire Agreement Clauses & Distinctions To book this course or find out more, please click the “Book” button Corporate Membership Scheme Our Corporate Membership Scheme gives clients the benefit of discounted course places with absolutely no restrictions. Clients pay an annual subscription fee of £595 + VAT to receive 20% discount on all public course and conference bookings irrespective of the numbers booked. You Corporate Membership Scheme can be used once payment is received and will be valid for one year. Our Corporate Membership Schemes are not valid on any courses held on an in-house basis and are in line with our standard Terms & Conditions If you would like to enquire about one of our Corporate Membership Schemes then please call or email us for more information. Email: [email protected] Tel: +44 (0) 20 7387 4484 web: redliffetraining.com email: [email protected] phone: +44 (0)20 7387 4484 Advanced Negotiation Issues in M&A Advanced Equity ValuationDate: Date: 06 Jun 2018, 17 Oct 2018 Location: London Standard Price: £*** + VAT Location: London Membership Standard Price: £***£695 + VAT Membership Price: £556 + VAT BOOK NOW Course Overview This training covers the more advanced areas of Equity Valuation. Participants discuss complex issues such as a two-stage terminal value, valuation of net operating losses, WACC for private companies and issues in the reconciliation between enterprise and equity value (associates, non-controlling interests, operating leases, pension deficits). Much of the course work involves Excel modelling and analysis, equipping participants with the tools to further enhance their understanding of valuation issues: ■ Building up from partially-complete models on real case scenarios Each participant should bring a laptop to the course. Course Content Case study II – Unlever and relever betas DCF and Multiple Valuation Reminder for a food manufacturing company ■ Reminder of the five steps of DCF valuation ■ Review of trading multiples Enterprise Value to Equity Value Issues ■ Discussion of key issues affecting Terminal Value, WACC and Enterprise Value to Equity Stock Options Expenses reconciliation ■ Essentials of stock based compensation accounting Advanced DCF Valuation • Expensing to the income statement over ■ Fast growing companies and the use of mul- the vesting period ti-period terminal value and fade rates ■ Intrinsic value of stock based compensation • o Two-stage terminal value (grow- • Treasury method of accounting for stock ing annuity followed by a perpetuity based compensation Coursegrowth Content rate) ■ Restricted stock and performance stock ■ Valuation of Net Operating Losses (NOLs) units ■ Normalised steady-state cash flows to avoid ■ Multiples adjustments (EV/EBIT) abnormal terminal value • Fully diluted market capitalisation in EV • Use of target RoIC vs. WACC returns • EBIT post stock option expense ■ Effective and marginal tax rates ■ DCF adjustments ■ Mid-year discounting on cash flows • Stock option expense to be included in ■ Flexible valuation dates FCF Case study I – Modelling of two-stage • Diluted share count to compute equity terminal value Modelling of NOLs, flexible deal dates and mid-year discounting Case study III – Analysing the stock options of Linkedin Non-Controlling Interests and Associates Weighted Average Cost of Capital (WACC) ■ Accounting for NCI ■ Review of capital asset pricing mode (CAPM) ■ NCI valuation ■ How to think about cost of equity for private • Book values companies • Market values ■ How betas are derived – regressing compa- • P / E multiples, Price to Book multiples ny and market returns ■ Adjustments of NCI to multiples (EV/EBIT) ■ Which beta to choose for company valua- • Include NCI at market value in EV tion? • EBIT to include both parents and NCI ■ Why unlever betas? How do we unlever earnings betas? ■ Adjustments of NCI to DCF ■ Use of Damodaran industry betas • Deduct NCI at market value from EV to reach Equity ■ Optimal capital structure and gearing risk ■ Accounting for equity affiliates / associates To book this course or find out more, please click the “Book” button Advanced AdvancedNegotiation Equity Issues Valuation in M&A Continued... BOOK NOW Course Content Course Content ■ Equity affiliates and core, consolidated and total EV ■ Equity affiliate valuation • Book values/Market values/Multiples ■ Adjustments for equity affiliates to DCF and multiples • Depends on definition of EV (core, con- solidated or total) Case study IV – AB InBev and subsidiaries’ NCI AB InBev and Grupo Modelo as associate Operating Leases ■ Differences between operating and financ- ing / capital leases ■ Fundamentals of operating and financing / capital lease accounting ■ Moody’s multiple method and present val- ue of non-cancellable lease arrangements ■ Operating leases adjustments to multiples • Capitalised operating leases to be added to EV • Rental expense to be allocated between interest expense and depreciation ■ Operating leases adjustments to DCF • Free cash flow post rental expenses ■ New accouting rules to abolish difference operating vs. finance leases Case study V – Computing Ryanair and Easyjet adjusted EV/EBIT Pensions ■ Fundamentals of pension accounting ■ Defined benefit vs. defined contribution plans ■ Funded vs. unfunded plans ■ Pension deficits and surpluses ■ Pension adjustments to multiples • Add pension deficit to enterprise value • Only service costs to remain in EBIT ■ Pension adjustments for DCF • Only service cost in EBIT/free cash flow • Deduct pension deficit from EV to equity Case study VI – Analyse the pension deficit of British Telecom To book this course or find out more, please click the “Book” button Advanced Negotiation Issues in M&A Advanced Negotiation issues in Financial CovenantsDate: Date: 26 Feb 2018, 12 Jun 2018, 24 Sep 2018 Location: LondonLocation: London Standard Price: £725£*** + VAT Membership Price: £***£580 + VAT BOOK NOW Course Overview The loan market in Europe has bifurcated into two main approaches to loan documentation; smaller club and bilateral deals on the one hand, which broadly follow the more lender-friendly LMA approach, and larger syndicated TLB-style deals on the other hand which are increasingly influenced by high yield bonds and invariably are structured on a cov-loose or cov-lite basis. These larger deals also include a far more eclectic approach to the key definitions comprising the ratios with many add-backs taken copied from high yield bonds. This programme covers financial covenants in leveraged loans and real estate deals and includes specific reference and analysis of the covenants, terms and definitions in the LMA Senior Facilities Agreement for Leveraged transactions and LMA Real Estate precedents. The programme uses information from the Debt Explained database, to review the current trends in the market in the larger syndicated (TLB-style) deals which so often include springing leverage covenants and high-yield-bond style covenant packages. The larger syndicated TLBs also vary in approach depending on whether they apply English law or NY law (for example,