Corporate Finance

As life returns to the corporate finance market, this course will prove invaluable in helping you understand the mechanics and strategies behind the different types of corporate finance activity

Course Highlights

“The course provided an excellent framework, surrounding my experience with improved technical appreciation”

D.F., Nomura International

Key areas covered include:

Practical corporate valuation techniques
Getting to grips with cost of capital
Flotation preparations
Equity issues
The practicalities of private acquisitions
Financial structuring issues
Public takeovers and mergers
Private equity, LBOs and MBOs

For details of the course trainer, please download the course brochure

Booking Information

Dates	Prices	Book This Course	Discount
29/Sep - 01/Oct 2010	£ 2199		-
11 - 13 Apr 2011	£ 2199		-

Course Programme

“The course provided an excellent framework, surrounding my experience with improved technical appreciation”

D.F., Nomura International

Sound theoretical information combined with relevant and entertaining real life examples

C.B., AIB Corporate Finance

The speaker is very experienced in different types of corporate finance business; very good market overview proved by knowing all important deals. Perfect teacher for this kind of workshop

J.E., Landesbank Jadin-Unitt

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

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

Subsequent (“secondary”) issues

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

Reasons for and Types of Acquisitions (including effect of synergies)

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

Private Acquisitions in Practice: Step-bystep approach

Investigation into the target
The long form report
Legal considerations
Negotiations
Documents required
Profit forecasts and earn-outs

Private equity, LBOs and 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 cylicality
– Cashflow
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

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
Cashflow modelling debt instruments; DSCR, interest cover and EBITDA multiples

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

Hostile Public Take-overs

Strategies and tactics
Bidder only
Target only
Both bidder and target