School of Corporate Finance
This course is practically oriented to show you how to apply the principles of corporate finance to the analysis of many important issues, including M&A, IPO's, restructuring, managing for value, and LBO's. A key feature is that the course demonstrates how the different applications draw upon a common core framework based upon the principles of financial economics that is reviewed on the first day. In addition, it draws upon the instructor’s extensive experience of working in developing markets, where the application the principles of corporate finance raises some specific challenges, not least because of the limited availability of data.
When putting together any corporate finance deal, the creation of value is vital. For example, the evidence suggests that the majority of M&A transactions fail to add value for the acquirer's shareholders and misplaced acquisition programmes often result in financial distress or bankruptcy. All too often incorrect principles, perhaps drawn from the world of accounting may be applied to M&A and other corporate finance transactions. This course demonstrates the importance of applying the principles of corporate finance correctly to help avoid expensive mistakes.
This course will help you acquire a practical working knowledge of:
- Core principals of corporate finance and their correct application
- How to apply the principles of corporate finance to the specific challenges of developing markets
- How to manage data limitations and the importance of commercial due diligence
- How to challenge third part valuations using the principles of corporate finance
- Valuation methodologies and techniques, their uses and abuses in corporate finance applications like M&A,IPO's, restructuring, managing for value, and LBO's
- Importance of the principles of financial economics versus accounting
- Cost of capital estimation in developed and developing markets
- Optimal capital structure and its estimation in practice
- Financing alternatives and different financing structures
- The key characteristics of successful M&As
- M&A: public company takeovers and private company acquisitions
- How to analyse and incorporate synergies within M&A valuation
- Restructuring and divestment as an important part of the corporate finance toolkit
- When to divest and the alternative ways of divesting a business
- Leveraged finance and management buy-outs
- Essential features of leveraged buyouts and how are they structured
- What is different about the strategic buyer and the private equity perspective
Day 1: Corporate Finance in Context - the Toolkit
Structure of the course
Financial statement analysis
- Ratio analysis and ratio models - the DuPont framework.
- Creative accounting - capitalisation of interest, research and development and intangibles; brand accounting; lengthening asset lives etc...
- Models for predicting bankruptcy - Z scoring.
- Economic profit analysis.
- Case study: Applying the tools of financial analysis.
- Capital budgeting and project appraisal.
- Tools of project appraisal - payback period, return on investment (ROI), net present value (NPV), internal rate of return (IRR), and modified internal rate of return (MIRR).
- Dealing with inflation, taxation, risk and uncertainty -relevance of the principles of finance - Fisher Effect.
- Tools and techniques for analysing and assessing risk and uncertainty.
- Capital project proposals - analysis, interpretation and evaluation.
- Senior secured bank financing.
- Short term debt financing.
- Lending bank perspective and lending/credit risk assessment criteria.
- Pricing debt.
- Yield to redemption.
- Credit spread.
- Overview of Islamic financing.
- Mezzanine financing.
- Overview of the optimal capital structure debt: debt versus equity.
- Importance of gearing/leverage.
- Capital structure and debt capacity.
- Valuing debt instruments and estimating the cost of debt.
Equity and valuation
- Review of traditional measures with contemporary approaches:
- Accounting issues and international accounting standards.
- Importance of value driver analysis.
- Key issues in valuation†- estimating cash flow, assessing risk, competitive advantage analysis and terminal value estimation.
- Developments in valuation†- commercially available valuation models and databases.
- Overview of valuation applications: Initial Public.
- Offerings (IPOs), Mergers and Acquisitions (M&A), Buyouts, Restructuring, Asset Management.
Cost of equity
- Supply and demand estimates - using dividends versus required investor returns.
- Brief overview of:
- Dividend Valuation Model (DVM).
- Capital Asset Pricing Model (CAPM).
- Risk free rate.
- Equity risk premium.
- Case study: Valuing a real-life company.
Day 2: IPOs and M&A Analysis
Initial Public Offerings (IPOs)
- Key requirements of IPO candidates.
- Pros and cons of going public.
- Understanding the process from start to finish.
- Selecting the underwriter.
- Selecting the market.
- Determining the amount of capital to be raised.
- Valuation challenges.
- Case study: Valuing a telecoms IPO in an emerging market.
Mergers & Acquisitions (M&A)
- Definition and overview.
- The process.
- Key success factors.
- Estimating synergies - valuing existing businesses on a stand-alone basis and comparing them with the value of the combined businesses.
- Importance of understanding different perspectives – control premium, valuation of synergies and perspective.
- Valuing the acquisition target with synergies.
- Potential acquisition defences - actions that a target can use to defend against a potential acquisition.
- Case study: Estimating the value of synergies from an acquisition.
- Review of due diligence.
- Types of due diligence.
- Linking due diligence with value driver analysis.
Making mergers and acquisitions work
- Why mergers and acquisitions fail.
- Characteristics of successful mergers and acquisitions.
Day 3: Restructuring and value based management
Types of restructuring
Pressures to restructure
- Business turbulence.
- Debt problems.
- Assessing vulnerability- financial ratios, Z scoring and A scoring.
How to restructure
- Asset sales.
- Understanding the value of a portfolio.
- Understanding conglomerate discount.
- Assessing the value of the parts.
- Applying peer group analysis.
- Debt capacity and restructuring.
- Case study: Major restructuring case study.
Managing for value and value based management (VBM)
- Linking VBM, restructuring, M&A analysis and economic profit analysis.
Day 4: Financing issues, privately financed deals, buyouts and private equity.
Understanding and determining the optimal capital structure: debt, equity and other alternatives, e.g. mezzanine
Different types of finance:
- Senior secured debt.
- Asset-based finance.
- Bridge financing.
- Mezzanine debt.
- High-yield bonds.
- Subordinated seller notes and earn-outs.
Understanding privately financed deals
- Understanding the difference between the corporate (strategic) and deal (financial) perspectives.
- What is the fundamental basis of the privately financed perspective?
- Key issues and priorities in privately financed deals:
- Creating a funding structure.
- Due diligence.
- Legal issues and documentation.
- Review of types of buyouts.
- Management buyouts (MBOs).
- Management buy-ins (MBIs).
- Leveraged buyouts (LBOs).
- Evaluating a buyout candidate.
- Financing a buyout candidate.
- Key practical issues.
- Private equity.
Case study: Evaluating a buyout.