CORPORATE FINANCE A 5-DAY MASTERCLASS IN - FACE-TO-FACE IN LONDON OR VIRTUAL CLASSROOM - Informa Connect
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A 5-DAY MASTERCLASS IN
CORPORATE
FINANCE
FACE-TO-FACE IN LONDON OR VIRTUAL CLASSROOM
Dates: Contact:
10-14 May 2021 www.iff-training.com
22-26 November 2021 +44 (0)20 7017 7190
cs@iff-training.comWHY TAKE THIS COURSE: THE FACE-TO-FACE COURSE IN LONDON
If you choose the London option, we want to assure you that we will
The art of good negotiation is to understand the perspective of
comply with safety recommendations. We will cap our course numbers
counterparties and other organisations. The Masterclass in Corporate
at 8 participants. This, and the way we will set up our training rooms,
Finance looks at transactions from the viewpoint of the managers of means you will have the space you need to maintain social distance.
the company itself, and highlights the negotiation and commercial Hand sanitiser will be readily available on arrival and on desks.
issues in dealings with debt financiers and shareholders that arise
from the differences in perspective and objective. YOUR SAFETY
Our number one priority is the safety of our delegates and colleagues,
THIS COURSE WILL HELP YOU ADDRESS THESE KEY QUESTIONS: especially in the light of recent health concerns across the world. In
addition to this, Informa AllSecure adds a further layer of health and
. In
what business areas should the company direct its growth?
safety best practice standards and guidelines, that will be followed at
.S
hould that growth be through organic investment or by our events wherever applicable and possible. These measures will focus
acquisition? around four key areas: cleaning and hygiene, communications, protect
.W
hat analytical processes will guide the implementation of and detect and physical distancing. They’re designed to provide you with
individual components of the strategy? confidence that at any Informa event around the world, we’re striving to
.S
hould the business units be controlled from the centre, or should provide the highest standards of safety, hygiene, cleanliness and quality.
management be delegated? Our customer services team are here to answer any specific
.H
ow should the company manage exposures to such volatilities as questions about how the courses will run - please contact them on
commodity exposures, and exposures to interest rates and foreign cs@iff-training.com.
exchange?
BOOK WITH CONFIDENCE:
. Should the enterprise be funded with aggressive levels of debt, or
If you book the London or online option and change your mind further
with conservatism?
down the line, we can easily switch it for you and amend the price
. Should the company issue publicly traded instruments or err accordingly.
towards private placements?
. How will the company square conflicts between accounting
impacts and economic / cashflow / value objectives? COURSE LEADER
. What performance measures should the company prioritise when RICHARD CAPPS
designing and implementing corporate strategy?
Richard obtained a law degree from Cambridge
You’ll leave the course with a large volume of excel files and University and was called to the English Bar. Shortly
additional reading material on a wide range of corporate financing thereafter, he entered banking joining Chase Manhattan
topics. Bank, where, for most of the 5 years’ service, he was
a corporate relationship manager in London and
New York.
COURSE PROGRAMME AT A GLANCE:
For the following 6 years he moved into investment banking in the UK,
DAY ONE Hong Kong and Australia – firstly with Schroders and subsequently with
The Building Blocks of Corporate Finance Wardley, the investment banking subsidiary of HongkongBank. During
The Investment Rule this period Richard was primarily involved with designing structures
Practical Corporate Valuation to deal with large transactions including limited recourse financing,
corporate restructurings and acquisitions.
DAY TWO
Richard then served as the CFO of a company with dual head offices in
Frequently Encountered Errors in Valuation
Los Angeles and Australia. He managed a period of exceptional growth,
Practical Pricing Techniques with quarantined investments through a network of limited recourse
Capital Structuring vehicles involving the leisure sector (integrated resort developments),
shipping, manufacturing, film productions, pulp and paper.
DAY THREE
Adaptations for Leveraged Finance For 18 months Richard was responsible for the ‘workout’ of a distressed
Adaptations for Limited Recourse Financing Adaptations for company, being appointed general Manager by KPMG.
Emerging Markets Following this, Richard established himself as an independent
Corporate Finance Modelling – including some selective practical consultant involved in project vetting, due diligence, project modelling,
work documentation negotiation and review, and negotiation with equity and
banking providers. Alongside these activities, he has also developed
DAY FOUR and delivered training courses in corporate finance, project finance, loan
EVA and Shareholder Value documentation and project finance modelling since 1997.
Private Treaty Sales of Businesses
DAY FIVE DATES & PRICE
Planning Acquisitions LONDON COURSE PRICE
M&A Regulation
Contested Bids
10-14 May 2021 (FLF5629)
22-26 November 2021 (FLF5663)
£4999 plus VAT = £5998.80
HOW YOU WILL LEARN
This course will take place in London for those who are able to travel ONLINE COURSE PRICE
but if you can’t be there in person, a digital version is also available. £2999 plus VAT = £3598.80
Either way, you will have access to the same trainer, insights, content
and practical sessions.
* VAT may be payable depending on your location – see online booking page for details
* Discounts available for group bookings – email cs@iff-training.com for details-
THE VIRTUAL CLASSROOM
We have been delivering online training for many years and know REGISTER
how to ensure the interaction is the same as if you were in the room.
Class sizes will be capped to ensure every delegate will be guaranteed
Tel: +44 (0)20 7017 7190
quality time with the trainer. You will be able to ask questions, give Email: cs@iff-training.com
BOOK ONLINE HERE
feedback and participate in the practical sessions. Web: www.iff-training.comCOURSE AGENDA
DAY 1 • The danger of ‘optimal capital structure’ theory
• Reaction of the financial markets to volatility
Introduction • The effect of leverage on value – contrasting schools of thought
• What is corporate finance?
• Theory vs. practice CASE STUDY
A financing structure that failed spectacularly
The Building Blocks of Corporate Finance
• The difference between a price and a value
• Why markets are not perfect and the implications arising
• The financial market cycle
• Overview of valuation and pricing methodologies DAY 3
• Value drivers
• The central role of risk Leveraged Finance
• The central role of Free Cash Flow – derivation and importance • The structure and objectives of private equity funds
• The investment rule and its exceptions • The analysis of a business in the context of a leveraged buyout
• The relationship of FCF, ROC, IRR • The financing structures typical to LBOs
• The drivers of cashflow volatility – company dynamics • Why financial buyers can usually outbid trade buyers
• Coverage requirements of senior financiers
Corporate Valuation • Adaptations for MBOs – management ratchets
• When should each of the techniques be used • Platform LBOs
• The limitations of accountancy based data • The range of exit options, the impact on IRR, sensitising the
• The EPS fallacy analysis
• The merits of DCF • Legal complications
• Identifying the correct Risk Free Rate • Modelling LBOs
• The share market premium controversy • The 5 drivers of an IRR in LBOs
• Additional risk premia • Currencies - balance sheet hedging, cashflow hedging or value
• Time horizons & dealing with the continuing period hedging – which way to go?
• Sensitivity analysis of the valuation to determine the range
• Application of the valuation in decision making context Limited Recourse Financing
• Why the normal investment rule is non-applicable in project
VALUATION CASE STUDY financings
Performing and sensitising a Valuation Analysis • Evaluation methodology for limited recourse transactions
• The 5 drivers of a Sponsor IRR
DAY 2 Evaluation in Other Specialised Contexts
• Assessing capital expenditure proposals
Frequently Encountered Errors in Valuation Models • APV contrasted with DCF
• The practical difficulties with dividend valuation
• Mismatch of time horizons
– when should dividend valuation be used
• Dealing with inflation
• Adaptations required for evaluation in emerging markets
• Dealing with currency exposures
– inverse derivation of the growth rate or the market penetration
• The risk free rate in multinational businesses
required
• The modelling of capital expenditures
– issues with risk free rate, market premium and betas
• The misuse of proxies
– availability of substitutes
• Infiltration of pricing and/or accounting components
– when to acknowledge value is speculative
• The miscalculation of IRR
• Valuation of private companies
Pricing Analysis Modelling Corporate Cashflows
• Why naïve application of pricing multiples can be dangerous
• Modelling logic
• The adjustments that need to be made to the data in
• Valuation models, transactions structuring models, statistical
comparative analysis
probability models, data manilpulation models
• Dealing with accounting inconsistencies and normalisations
• When to model risk and when to model value
• The hazards in identifying comparable businesses
• Modelling currencies
• Enterprise Value
• Cost drivers
• The multiples – EBITDA, EBIT, Sales, Assets, SHF, etc
• Dealing with escalation
• Managing the source data to derive sectoral benchmarks
• Volatility and sensitivity
• How to derive conclusions from the correlations and
• Sensitivity, scenario, and breakeven analysis
observations
• Demonstrations of analysis worksheets
• Demonstration of a pricing model
EXERCISES
Finance and Capital Structuring
Various hands-on modelling tasks
• Growth strategies
• The role of liquidity
Dates: Contact:
10-14 May 2021 www.iff-training.com
22-26 November 2021 +44 (0)20 7017 7190
Face-to-Face in London or Virtual Classroom
cs@iff-training.comCOURSE AGENDA
DAY 4 DAY 5
A Review of General Skills Overview of M&A Regulation
• What is wrong with IRR and XIRR functions • The law that is applicable for the transaction
• The correct calculation of IRRs • The European Takeovers Directive
• What is wrong with the NPV function • The timetable
• The correct calculation of NPV • Rules for the protection of minorities
• Better tax and depreciation calculations with the VDB function • Dissemination of information
• Enhancing the presentability of a model with macros • Squeeze out rights
• Implications of share purchases and sales before and after
Shareholder Value announcement
• Traditional methods of assessing shareholder value • Permissible transactions during bid
• Shortcomings in those approaches • The treatment of contingent rights to shares
• Evaluation of managerial performance – the EVA logic • Concert parties
• The calculations for Economic Value Added • Offences related to transactions in shares
• The analytical approach • the fundamental differences in the USA approach
• How EVA aids strategy formation • Tender offers
• Market Value Added – does it make sense?
Planning Acquisitions
CASE STUDY • The 10 step analytical process
A strategy that went seriously wrong • Pros and cons of a launchpad
• Offer structure and offer price
• The benefits of a board recommendation
Negotiated Acquisitions – Private Treaty Sales • The advantages of a share-for-share offer
• Vendor placings
• The different types of acquisition – a classification • The pros and cons of an all cash offer
• The range of synergies that may be applicable • Determining debt capacity where uncertainty of outcome of bid
• The due diligence procedure – scope and method • Multiple offers
• The data room • Conditions attached to the offer
• Negotiation ‘timetable’ for an agreed offer • Tax and accounting considerations
• The sale process – open tender, dual track, closed tender, parallel • Financial assistance under s.151 (or the equivalent in other
sale, one-on-one OECD jurisdictions)
• The concept of winners curse • Ways around financial assistance laws in various jurisdictions
• Valuation in the context of acquisitions
• Earn-outs
• Why the majority of acquisitions fall short of value achievement
Contested Bids
objectives • What is permitted on each side
• The role of investment banks, reporting accountants, lawyers, pr • Implications of rule breaches
firms, brokers, etc • Timetable
• The fiduciary duties of the vendor directors • Poison pills and shark repellents
• Managing the negotiation process • Crown jewel lockups
• Exclusivity and break fees • Planning the strategy and the tactics
• Purchase assets or shares – pros and cons • Mandatory theresholds
• The Sales & Purchase Agreement – key clauses • Arbitrageurs and the arbitrage spread
• Warranties and indemnities • Debt financing complications
• Post-acquisition integration • Equity financing complications
• Complications in cross border acquisitions • Implications of Articles 9 and 11 of the Directive
• Antitrust, monopolies and competition law
CASE STUDY
Planning and implementing a contested acquisition
SAVE MONEY WITH IN-HOUSE TRAINING
SAVE up to 40% and improve performance with our cost-effective tailored in-house courses. Contact Jeff Hearn
for more details: +44 (0)20 7017 7190 jhearn@iirltd.co.uk
Dates: Contact:
10-14 May 2021 www.iff-training.com
22-26 November 2021 +44 (0)20 7017 7190
Face-to-Face in London or Virtual Classroom
cs@iff-training.comABOUT IFF IN-COMPANY TRAINING
IFF has been the chosen training provider of the world’s IFF’s bespoke training solutions will help you address
best finance professionals since 1991. We are part of your specific key business challenges. The programme
Informa PLC and the learning partner of the SuperReturn is designed for you, with content focusing on the issues
and RiskMinds series of events. you and your teams are facing. The course can then be
• W
e continually develop and improve our training to make delivered at your choice of location face-to-face, digitally
it more effective for you or a combination of the two.
• Y
ou’ll experience interactive and practical training - . Tailored content - 100% targeted to cover your needs
implement what you learn straight away .N o travel or time out of the office – we will come to you
• Y
ou’ll learn from practising, highly-experienced financial .V alue for money – train teams of staff at the same time
experts . Risk free – we’ve been doing this for over 30 years
• We
limit class size so the trainer can adapt the content to
suit you If you would like one of our consultants to talk about your
needs in more detail or if you would like more information
Please see the Corporate Finance Catalogue to see the on our customised training solutions, please contact Jeff
related courses: www.iff-training.com/CFCAT Hearn (Managing Director) on +44 (0)20 7017 7190
or email: jhearn@iirltd.co.uk
IFF Training is accredited by the British Accreditation Council (BAC). The British Accreditation Council is recognised
internationally and provides the clearest mark of educational quality and excellence. Accreditation by BAC is recognised
SHORT COURSE PROVIDER
ACCREDITATION SCHEME
by the UK Border Agency so the fact that IFF is BAC-accredited should help with your visa application.
CPD Certified:
IFF is recognised by the CPD Certification Service and have been approved to award CPD points towards professional
development certifications. Attendance at this course will earn you 40 CPD points.
A SELECTION OF COURSES IN THE IFF CORPORATE FINANCE PORTFOLIO
CORPORATE CORPORATE
CORPORATE CREDIT RISK VALUATION
FINANCE ANALYSIS TECHNIQUES
Learn the latest developments, strategies and
Focuses on the core skills required for the successful
techniques over this three day practical corporate
A practitioner’s guide to analysing corporate credit application of corporate valuation techniques
finance course
risks in today’s volatile markets
Dates:
4-6 November 2019
20-22 May 2020
London
Contact: Dates: Contact: Dates: Contact:
www.iff-training.com 17-18 October 2019 www.iff-training.com 29-31 May 2019 www.iff-training.com
Tel: +44 (0)20 7017 7190 London Tel: +44 (0)20 7017 7190 21-23 October 2019 Tel: +44 (0)20 7017 7190
Email: cs@iff-training.com Email: cs@iff-training.com London Email: cs@iff-training.com
THE MECHANICS OF
THE MECHANICS OF CORPORATE
TRANSACTION TH
HE MECHANICS OF
FINANCE
BANKING PRIVAATE
AT
EQUIITY
EEQUITY
POSTGRAD
DUATE CERTIFICA
ATE POSTGRADUATE CERTIFICATE
POSTGRADUATE CERTIFICATE
DELIVERED BY DISTANCE LEARNING OVER 16 WEEKS
DELIVERED BY DISTANCE LEARNING OVER 20 WEEKS DELIVERED BY DISTANCE LEARNING OVER 16
6 WEEKS
Dates: Dates: Contact:
Dates: Contact: Contact: 9 October 2019
Learning partner of
10 July 2019 www.iff-training.com
Learning partner of www.iff-training.com Learning
g partner of 1 April 2020
24 July 2019 www.iff-training.com 04 December 2019 Tel: +44(0)20 7017 7190
4 December 2019 Tel: +44(0)20 7017 7190 Tel: +44(0)20 7017 7190 Email: cs@iff-training.com
Email: cs@iff-training.com Email: cs@iff-training.com
THE MECHANICS OF
ASSET MERGERS
SECURITISATION AND
THE MECHANICS OF
ACQUISITIONS
A detailed, practical guide to the opportunities and
mechanics within Asset Securitisation
INTERNATIONAL
TRADE FINANCE
POSTGRADUATE CERTIFICATE POSTGRADUATE CERTIFICATE
DELIVERED BY DISTANCE LEARNING OVER 16 WEEKS DELIVERED BY DISTANCE LEARNING OVER 16 WEEKS
Dates: Contact:
Dates: Contact: Dates: Contact:
23-24 May 2019 www.iff-training.com Learning partner of
9 October 2019
22 May 2019 www.iff-training.com/pfdl www.iff-training.com
28-29 November 2019 Tel: +44 (0)20 7017 7190 1 April 2020
See the website for full details www.iff-training.com
6 November 2019 Tel: +44(0)20 7017 7190 Tel: +44(0)20 7017 7190
London Email: cs@iff-training.com
Email: cs@iff-training.com Email: cs@iff-training.com
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