Thursday, August 28, 2014

Acquisition Finance in Amsterdam: October 8-10

We are about five weeks away from our next offering of Acquisition Finance in Amsterdam.  The class will be held October 8-10 at the Amsterdam Institute of Finance - a wonderful location central to all of the city.  The past year has seen a sharp rise in M&A volume, an increased interest in tax inversions, the advent of many multiple bidder transactions, an increased role of activists and even an increase in hostile deals.  All of these tops will add excitement to the regular core of material.   If your interests involve mergers and structuring the deal, I hope you will attend.  

The typical outline for the course is below.  Enrollment details can be found here.

All the best,


Day 1Introduction to M&A Deal Design and Acquisition Finance
  • M&A strategy
  • Components of an M&A deal – where finance fits in optimizing M&A deal design
  • Current conditions and trends in acquisition finance
Valuing the Highly Levered Transaction
  • Techniques of valuing the target firm
  • How financing creates – or destroys – value
Non-investment Grade Leveraged Financing
Private Equity Requirements

Framework for Analysis: the "Whole Deal" Approach

Case Analyses: Participants analyze and structure deals to better understand the interplay of capital structure, cost of capital, market products and deal design

Day 2Designing the Capital Structure
  • Identifying the range of financing alternatives
  • Choosing the right mix of financing
  • How lenders and investors look at the mix of debt and equity
Structuring the Financing
  • Designing the terms of financing instruments
  • Pricing the instruments
  • The syndicated loan market
    -  Covenant late
    -  Second lien
  • Developing the term sheet
  • Risk analysis
Fixing the Broken Deal
  • Decreasing senior debt
  • Adding a back ended T/L C held by the originating bank
  • Additional covenants
  • Increased pricing
Additional Case Analyses of the Dynamics of Acquisition Finance

Day 3Acquisition Financing in the Context of Negotiations and Auctions
  • Acquisitions as bargaining outcomes; Behavioral finance
  • Varieties of auctions and the incentives they create
  • Hostile takeovers as settings for negotiations and auctions
How Financing Can Influence Outcomes in Negotiations and Auctions

Negotiating the Deal
  • Understanding the needs of the other party
  • The inter-related elements of deal design
  • Bargaining on many fronts
  • The ‘whole deal’ approach
Dealing with Risk in Acquisition Finance
  • Earnouts – a great technique for closing the deal
  • Toeholds
  • Collars
  • Termination Fees
Additional Case Analyses
Concluding Case in Deal Design

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