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Structuring M&A transactions and build & analyze merger models (more)
Overview of Courses
Our merger modeling topics introduce critical skills required for understanding how to structure and analyze mergers & acquisitions. After modeling a company’s profits / cash flow and valuing the entity, one must decide what to do with the company in the grand scheme of its strategic alternatives, including a merger or acquisition. We introduce the basics of deal structuring and implications on accretion/dilution to building more involved merger models with the complexity of complicated FASB and IFRS accounting rules.
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Course Goals & Overview:
The goals of this course include: (i) understand the major steps and timelines of M&A; (ii) learn how to structure an M&A deal; (iii) explore common deal structures and determine optimal deal structures such as cash vs. stock consideration, stock vs. asset deals; and (iv) accretion / dilution and breakeven analysis. This course provides the fundamental knowledge required to understand, analyze and structure mergers & acquisitions. To hone the concepts learned in this module, be sure to follow-up with our hands-on, Excel-based Merger Modeling Basics course.
Course Sections:
Mergers & Acquisitions Overview
Motivations for mergers and acquisitions
M&A sale process and timetable
Review of strategic planning & preparation of required materials
Examination of the types of potential buyers
Description of the due diligence process
Overview of negotiation & closing processes
Overview of representations and warranties
M&A Deal Structuring
Review of various deal considerations and deal structuring options (cash vs. stock)
Common structural issues in a transaction (stock vs. asset, 338(h)(10) elections)
Buyer and seller preferences for various deal structures and rationale
Tax implications of transactions based on deal structure and FASB 142 goodwill amortization
Brief discussion of upfront vs. deferred payments, employee retention and bonus pools
Accretion Dilution Analysis
Merger consequence analysis including accretion / dilution and financial implications of a deal
Discussion of key components with financial impact on transactions
Detailed explanation and analysis of line-by-line construction of accretion / dilution model
Analysis of breakeven PE for both 100% stock and 100% cash considerations
Contribution analysis and its relevant in the analytical process
Prerequisites:
Accounting & Financial Statements Integration
Company Profiles
Corporate Valuation Methodologies
Video Length / Estimated Total Course Time:
2 hours / 2.5 hours
Individual Course Price:
$100
Click here to register now!
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Course Goals & Overview:
This merger modeling course builds on top of our M&A Deal Structuring course in which you will build an accretion / dilution analysis, a generic “ability to pay” analysis, and a simple merger model slapping together two income statements, selected balance sheet items and cash flow sweep for debt payment. This course will allow you to quickly understand basics of merger modeling. To maximize your learning in this module, you need to absolutely understand the concepts in our M&A Deal Structuring course! This course serves as the backdrop to our super-advanced, complex merger modeling course.
Course Sections:
Accretion Dilution Model
Build dynamic merger consequence analysis (accretion / dilution) incorporating the following:
Synergies switch, cash vs. stock sensitivity
Amortization of goodwill switch (depending on purchase price allocation)
Common structural issues: Stock vs asset deals and 338 (h)(10) elections
Tax implications of transactions based on deal structure and FASB 142 goodwill amortization
Analysis of breakeven PE for both 100% stock and 100% cash considerations
Calculate pre-tax and after-tax synergies / cushion required to breakeven
Ability to Pay Analysis
Construct an “Ability to Pay” Analysis, a reverse Accretion / Dilution analysis
Calculate maximum equity value and enterprise value based on cost of debt
Sensitize analysis based on interest rates and pre-tax synergy assumptions
Simple Merger Model
Construct a merger model, simple combination of Income Statement for target and acquiror
Project simple stand-alone Income Statement for both target and acquiror
Analyze selected balance sheet figures and ratios and multiples
Estimate target valuation and deal structure
Calculate selected Pro Forma balance sheet items
Combine target and acquiror’s Income Statement and estimated synergies
Calculate cash flow for debt repayments to estimate debt repayments and cash balances
Compute interest expense and interest income based on paydowns
Calculate accretion / dilution and credit ratios
Prerequisites:
Accounting & Financial Statements Integration
Corporate Valuation Methodologies
Company Overview
Basic Financial Modeling
Advanced Financial Modeling – Core Model
M&A Deal Structuring
Efficiency in Excel
Video Length / Estimated Total Course Time:
1.5 hours / 2.5 hours
Individual Course Price:
$200
Click here to register now!
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Course Goals & Overview:
Our Intermediate/Advanced Merger Modeling course significantly builds upon our Merger Modeling Basics course. We go beyond the simple concepts of accretion /dilution and build additional precision into estimating the correct, pro forma combined earnings. First, enhance the Sources & Uses of Funds to allow for additional clarity in deal structure. Then, dive right into the fine details of the complex FASB 141/142 and IFRS 3 purchase price allocation rules and fair market value tangible assets step-up intertwined with intangibles asset allocation. We tackle and quantify the resulting nuances in deferred tax liabilities and better quantify our synergies estimates. Participants should have mastered the merger concepts and financial modeling techniques covered in our M&A Deal Structuring and Merger Modeling Basics course.
Course Sections:
Construct a merger model, simple combination of Income Statement for target and acquiror
Project simple stand-alone Income Statement for both target and acquiror
Analyze selected balance sheet figures and ratios and multiples
Estimate target valuation and deal structure
Build an expanded Sources and Uses of Funds analysis that controls the merger model
Utilize cash from the acquiror to fund the merger, balanced with minimum cash balances
Dynamically handle different percent cash and stock deal structures
Incorporate target net debt refinanced / assumed
Calculate and incorporate proper treatment of debt financing fees and transaction costs
Merge target and acquiror income statements and calculate starting balance sheet items
Calculate selected Pro Forma balance sheet items (full B.S. not projected)
Combine target and acquiror’s Income Statement
Estimate various types of synergies – revenue, COGS and SG&A synergies
Estimate condensed Cash Flow Statement and simplified Debt Sweep
Calculate cash flow for debt repayments to estimate debt repayments and cash balances
Compute interest expense and interest income based on paydowns
Calculate accretion / dilution and credit ratios
Calculation of Purchase Price Allocation (FASB 141/142 and IFRS 3)
Allocate purchase price among tangible book value (existing assets at cost), step-up in basis to FMV, tax deductible and non-tax deductible identifiable intangibles and goodwill
Proper accounting treatment of transaction costs, tender costs and accrued interest of any refinanced debt and debt transaction financing fees
Account for differences in GAAP book deductibility and tax deductibility of intangible assets
Build in the ability to treat acquisitions as an asset sale for tax treatment
Prerequisites:
Basic Financial Modeling
M&A Deal Structuring
Merger Modeling Basics
Efficiency in Excel
Video Length / Estimated Total Course Time:
2.5 hours / 4 hours
Individual Course Price:
$200
Click here to register now!
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 Package 6: Leveraged Buyouts (LBOs)
Jump to:
Core Modules
Accounting Bootcamp
Package 1: Basic & Fundamental Concepts
Package 2: Core Fundamental Concepts
Package 3: Advanced Financial Modeling
Package 4: Valuation Modeling Topics
Package 5: Merger Modeling Topics
Package 6: Leveraged Buyouts (LBOs)
Technical Applications - Excel
Overview of Financial Mkts & Exhibits
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Advanced & Industry Modules
Private Company Valuation
Super-Complex M&A LBO Modeling
Distressed Modeling
Bank Financial Modeling
Insurance Financial Modeling
Real Estate Development Modeling
REIT Financial Modeling
Buy-Side Series
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Sample Video Clips
M&A Deal Structuring