This module covers the fundamentals of Mergers & Acquisitions:

• Deal types: What are the different types of transactions that you can use in M&A? There is a whole range of deal types and deal continuum that we look at, e.g. the full spectrum from minority stakes to full acquisitions, various ways to arrange a merger, leveraged buy outs (LBOs), initial public offerings (IPOs), divestitures, spin-offs, equity carve-outs-

• M&A Process: The program covers both perspectives from a buyer’s perspective (buy side) and from a seller’s perspective (sell-side). We explore how to seek buyers or potential targets (long list & short list) and how to run a sale in various ways (negotiations and auctions).

• Strategies for M&A: We dive into the strategies for Megers & Acquisitions. How can you create competitive advantage through M&A, divestitures and equity alliance?

• M&A Negotiation: How can you prepare for the negotiation phase? What are ways to arrange a value creating deal?

• Introduction to Due Diligence: How do you prepare for and execute a smart Due Diligence to assure value creation? What are the different areas that can be covered in the Due Diligence process?

• Success Factors in Transactions: We explore the success factors and key challenges and mistakes to avoid. Which M&A tactics work in which industries?

• Takeover Strategies and Defense Tactics: How can you prepare your company against a hostile takeover attempt and reduce potential threats? Which are the defense mechanisms that you can put into place and how effective are they? Which ways exist to acquire a business successfully in a hostile way?

In the Due Diligence module, we discuss the key questions and topics to address in a due dilligence. It covers the followin areas of DD indepth:

• Financial Due Diligence
• Tax Due Diligence
• Legal Due Diligence
• Human Resources (HR) Due Diligence
• Commercial Due Diligence and
• other Due Diligence areas

In the valuation module, you will explore the

• Different Valuation Techniques for Mergers & Acquisitions: Various techniques such as Discounted Cash Flow (DFC) modelling, Transaction and Trading Multiples, and more will be explained step by step including a demonstration of building models in excel.
• Private Equity & Start Up Valuation
• Deal Financing & Payment Structure
• Deal Design & Structure

The Running a Successful Practice should give you insights of how to attract clients and manage firm as well as M&A projects and portfolios. The following aspects are covered:

• Business Strategy: How to align the strategy in the private capital markets and to position in the industry of mid-market M&A.

• Mid-Market Advisory: Environment in the fragmented middle market, the importance of a transition team, the ownership life cycle, demand and supply of companies in this market, Transfer Cycle (example of the US market), capital trends, Corporate Finance for the Mid-market; Public vs. Private Markets; Private Equity and Private Debt; the landscape of Private Equity; Channels for Transfer and the different categories of buyers; how to build a transition Identification of Growth and Cost Synergies and their realization

• Sale & Purchase Agreements (SPAs): Stock vs. Asset Purchase Agreements; Preambles and Recitals; Seller and Buyer Representations and Warranties; Covenants; Closing Conditions; Indemnification; Termination; General Provisions..

• Tax Restructuring: Essential points in optimizing tax structures; reasons for tax restructuring; guiding principles; evaluating current tax regimes; Common MNC Structures; Tax Structure on a deal level; Tax efficient transactions

• M&A Insurance: Transaction liability insurance; Warranty & Indemnity (W&I) Insurance: Buy-side and Sell-side Policies; Advantages of the W&A Insurance; Options in the M&A process; Coverage periods; Key principles; Exclusions; Premium, Retention and Limit; Recent developments with respect to cross-border transactions; Common forms of breaches; Timing of Claims, Claims by Transaction Volumen, and Claim Amounts.

• Understand the different methods companies can acquire or merge another firm
• Distinguish between Management Buy Outs and Management Buy Ins
• Differentiate between spin-off, split-off & carve-outs
• Classify horizontal & vertical mergers
• Identify different strategies companies use to exit investments
• Classify types of tender offers and what constitutes them
• Analyze and compare different ownership shapes & structures
• Identify growth factors in M&A transactions
• Structure & manage M&A portfolios
• Identify value adding factors in M&A
• Identify value destroying factors
• Analyze various success measurement test & methods
• Classify drivers of profitability in M&A
• Analyze historical M&A waves and their driving factors
• Identify factors in Cross Border M&A activity
• European, Emerging markets, based on regions
• Evaluate historically largest deals
• Define characteristics of M&A waves
• Understand the buy and sell side process, covering both the traditional and holistic view
• Distinguish between the role of advisors and working with them in an M&A setting
• Establish framework for potential target buyer and seller searches
• Identifying relevant industries, companies, locations, financial advisors
• Preparing long and short lists
• How do M&A deals originate and the deal flow
• Discuss necessary agreements and documents in M&A deals
• Construct due diligence plans and activities
• Conducting and updating findings over the transaction lifecycle
• Organizing due diligence teams and data room management
• Identify various areas that require due diligence runs
• Conduct due diligence in a cross-border setting
• Create a minimalistic due diligence
• Identify warning signs in due diligence results
• Judge past and present takeovers battles
• Analyze takeover attacks and strategies for defense

• Determine potential deal breakers, negotiations, and quality of earnings
• Differentiate between a DD and an audit
• Recognize tax exposures and liabilities
• Analyze different types of taxes
• Structure transactions
• Analyzing current and future liabilities
• Selecting the right legal counsel
• Legal and contractual obstacles
• Analyzing employment contracts, compensation & labor agreements
• Conducting a cultural due diligence
• Running a management audit
• Conceptual & general tools for industry analysis
• Analyze current and potential customers
• Conduct a product and technology portfolio analysis

• Define data points for adjusting multiples
• Analyze financial statements
• Interpret P&L, balance sheet, cashflow
• Differentiate between types of financial statement
• Analyze application of cashflow, P&L and balance sheet within valuation models
• Identify different approaches to valuation
• Interpret the fundamental assumptions in valuation
• Analyze various valuation techniques
• Understand the application of various valuation methods and various pros and cons
• Differentiate between FCFF & FCFE during valuation process
• Define use of FCFF & FCFE
• Analyze present and future value of a firm and equity
• Understand FCFF/FCFE application during valuation
• Classify and define equity and firm valuation
• Understand risk and volatility of a portfolio compared to market
• Apply DCF valuation model
• Estimate shareholder equity
• Understand DCF valuation using FCFF
• Define CAPM model and its application
• Define components of cost of debt
• Estimate cost of debt
• Determine ratings using financial statements
• Assign weights for cost of capital calculation
• Understand application of sensitivity analysis in financial modeling
• Analyze impact on end results
• Identify value of shares through growth rates and cost of capital
• Define valuation by market approach method
• Analyze Guideline Public Company and market variables
• Conceptualize various multiples used in valuation process
• Interpret adjustments
• Analyze and apply multiples
• Define Enterprise Value (EV)
• Analyze various EV multiples
• Understand application of EV multiples in valuation
• Calculate and interpret PE ratios
• Apply PE ratios for market wide comparison
• Identify drawbacks for PE ratios
• Define investment structure
• Understand & analyze investor return calculations
• Defining pre and post money valuation
• Understanding & implementing shareholding analysis before and after investment
• Define returns
• Understand straight equity vs. mezzanine investment structure
• Differentiate impact of both investment structures
• Establish valuation method within the framework of a given case study
• Understanding historical financials as a means of projecting value
• Analyzing assumptions to build a financial model
• Identify different cashflow measures
• Account for operating lease expenses
• Classify & capitalize R&D expenses
• Analyze effects of taxes on cash flow estimations and change in working capital
• Defining financial assumptions
• Constructing an Assumptions Sheet
• Analyzing data points related to personnel & salaries
• Calculating growth rates/fluctuations in headcounts and salary, etc
• Defining cost projections/assumptions
• Defining revenues based on assumption sheet
• Analyzing sales prices and volumes
• Modeling total revenue projection as part of valuation process
• Understanding components of cost
• Analyzing cost projections based on component analysis
• Understanding operating costs
• Calculating total operating cost projection as part of valuation
• Defining depreciation values
• Understanding straight line method in depreciation calculation
• Defining interest expense
• Calculating net interest expense
• Defining working capital
• Understanding how the operating cycle relates to need for liquidity
• Understanding inventory, receivable and payable days
• Analyzing key ratios and defining assumptions
• Analyzing cashflows from previous financial statements
• Projecting cashflows
• Understanding interest coverage
• Defining leverage, liquidity and activity ratios
• Understanding return on average equity, average capital employed and average assets (ROAE, ROACE, ROAA)
• Understanding ROAE for shareholder returns
• Understanding ROACE for debt & equity holders
• Understanding ROAA for debt and equity holders

• Understanding the goals of a practice
• Analyze current assets and performing a GAP analysis
• Understanding strategic planning & establishing a strategic planning model
• Defining Private Capital Markets
• Understanding the current environment
• Analyzing fragmented vs. big picture view
• Understanding the PCM landscape and analyzing ‘professional’ valuation today
• Understanding principle purchase agreements
• Defining 9 articles in an agreement, from Definitions to General Provisions
• Understanding the reasons for tax restructuring
• Defining guiding principles
• Analyzing issues for consideration in current tax regimes
• Analyzing tax structure on a deal level
• Understanding Warranty & Indemnity insurance (W&I Insurance)
• Analyzing sell and buy-side policy and the advantages of W&I insurance
• Defining options in the M&A process