Corporate Finance

IFF Training

How long?

  • 3 days
  • in person

IFF Training

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About the course

The world of corporate finance is continually advancing, bringing with it increased levels of sophistication and corporate activity. It is crucial, therefore, that external advisors and corporate management now focus more than ever on the corporate financial strategy they employ. Because of its importance, corporate finance should be thoroughly understood - although this is easier said than done: it is a relatively complex field which is constantly changing due to shifting economic conditions.

This course aims to help you understand the challenging and perplexing financial problems faced by businesses today, as well as equipping you with a solid grounding in how to deal with complex finance issues. Benefit from an authoritative insight into the latest techniques, trends and strategies and gain the confidence to instigate, analyse and complete successful deals efficiently and effectively.

Benefit from gaining a thorough understanding of:

  • Practical corporate valuation techniques
  • Cost of capital issues
  • Flotation preparations
  • Equity issues
  • The practicalities of private acquisitions
  • Financial structuring issues
  • Public takeovers and mergers
  • Private equity, LBOs and MBOs

How You Will Learn

Understand how to improve and deal with complex finance issues

Case studies and practical sessions will give participants a strong understanding of the skills and knowledge needed in the current economic climate. Case studies and practical sessions include: valuing an MBO opportunity; indentification of synergies; structuring an LBO deal; analysing a competitive bid situation; analyse a hostile takeover

Agenda

The Role of the Participants in Corporate Finance

  • What they do and how they’re paid
  • Investment banks
  • Stockbrokers
  • Solicitors
  • Reporting accountants
  • Financial PR consultants
  • Other

Case Study Proposing terms for a sell-side and a buy-side mandate

Corporate Valuation Techniques

  • Understanding price vs. value
  • Understanding multiple drivers – risk, growth and reinvestment rates
  • Understanding the link between multiples and the discounted cash flow approach
  • Understanding the value drivers of the company
  • Using PE, EV/EBITDA, PBV, PS, PCF and other multiples
  • DCF framework model and variants including EVA and CFROI/CFROC
  • Fade rates on long-term cash flows
  • Problems with calculating terminal value and long-term growth rates
  • Estimating asset life
  • Evaluating the stable growth period
  • Handling problems of research expenditure and operating lease payments
  • Effective and actual tax rates
  • The concept of normalised earnings flows to avoid abnormal cash flow patterns
  • Using multi-period terminal value models
  • Methods of valuing intangible assets
  • Valuing on a stand-alone basis and valuing with synergies
  • Control premium
  • Liquidity discounts
  • Evaluating price premium in relation to sector

Case Study Valuing an MBO opportunity

Weighted Average Cost of Capital (WACC) & the Discount Rate

  • Review of Capital Asset Pricing Model (CAPM)
  • How to derive equity risk premiums in different countries
  • How betas are derived – regressing company and market returns
  • De-leveraging betas to produce asset betas
  • A bottom-up method of calculating beta reflecting business mix and leverage
  • Which beta to choose for company valuation?
  • Problems with CAPM – is it really still a valid concept?
  • WACC calculation
  • Optimal capital structure and gearing risk
  • Is WACC dead given the capital raising ability of modern firms?

Preparations for Flotation

Rationale for flotation * Reasons for and against * Alternatives * Official list or aim * Suitability * Sponsor’s role and responsibilities * Re-organisations * Taxation implications * Timing * Underwriting policies and issues

Case Study Identify the rationale for flotation

Equity Issue Methods

  • Types of equity
  • Ordinary shares
  • Preference shares
  • Convertibles and warrants
  • Pricing
  • Fixed price or tender/auction process
  • Bookbuilding
  • Oversubscription and greenshoes
  • Allocation
  • Issue methods for flotation
  • Offers for subscription/sale
  • Placings
  • Introductions
  • Allocation of shares in the flotation of a company

Case Study Evaluating a recent IPO

Subsequent (“Secondary”) Issues

  • Type of issues
  • Rights issues
  • Calculation of TERP
  • Bonus issues
  • Open offers
  • Vendor placings

Case Study Analysing a recent rights issues of a PLC

Reasons for and Types of Acquisitions (Including Effect of Synergies)

  • Type of deals
  • Types of synergies
  • Problems with synergies
  • Role of PMI

Case Study Understanding vendors’ motivations

Private Equity, LBOs & MBOs

  • The role of the venture capitalist
  • Private equity involvement
  • The development and rationale for different types of buy-outs
  • MBOs
  • MBIs (Management Buy-Ins)
  • BIMBOs (Buy-In Management Buy-Outs)
  • JUMBOs (Joint Venture Management Buy-Outs)
  • VIMBOs (Vendor Initiated Management Buy-Outs)
  • IBOs (Institutional Buy-Outs)
  • Key features of a successful MBO
  • Management, business
  • Market momentum
  • Capex requirements
  • Lack of cyclicality
  • Cash flow
  • Structure of an MBO
  • Senior debt: features, alternatives and the use of securitisation
  • Mezzanine finance: features, equity warrants and high yield bond alternatives
  • Increasing use of PIK alternatives
  • Institutional equity: latest trends, problems and how they are overcome
  • Methods of participation for the vendor and their rationale
  • Management equity, ratchets and structuring the ratchet mechanism: linking
  • the IRR with the rewards for management
  • Initiating the MBO: problems for management and vendors
  • The equity investment and loan arrangements: contents of key legal agreements in buy-outs
  • Financial assistance and how to overcome the problem if the target is private (“whitewash” procedures)
  • Exit routes
  • Trade sales
  • IPO
  • Second/third round buy-outs
  • Leveraged recapitalisation

Case Study A recent private equity deal

Financial Structuring

  • Overview and rationale of types of corporate funding
  • Debt – short and long-term funding instruments
  • Quasi debt instruments – second lien, mezzanine finance, warrantless mezzanine and warranted mezzanine, PIK, PAYC, toggles
  • Bank loan structures – alphabet notes, syndications
  • Corporate financing decisions and use of debt finance
  • The role of high yield bonds in corporate financing activity
  • High yield debt pricing
  • Use of credit derivatives in the debt markets
  • Cash flow modelling debt instruments; DSCR, interest cover and EBITDA multiples

Case Study Structuring an LBO deal

Public Take-Overs and Mergers

  • Role of take-over panel
  • Review of key rules of the code and general principles
  • Substantial acquisition rules
  • Role of the competition commission
  • European merger regulations
  • Relevance of Companies Act
  • Practical aspects of UK public take-overs, including timetables

Practical Session Participants analyse a competitive bid situation and recommend to shareholders which offer to accept

Hostile Public Take-Overs

  • Strategies and tactics
  • Bidder only
  • Target only
  • Both bidder and target

Practical Session Participants analyse a hostile take-over bid and suggest the strategy and tactics to be used by the bidder and the target

Experts

John Richardson

John Richardson was previously the Managing Director of the corporate finance subsidiary of a London merchant bank, having previously worked in an advisory capacity with several high profile global investment banks. He holds the position of Programme Director, Visiting Faculty at Cass Business S...

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Corporate Finance at IFF Training

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