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Business Valuation & Deal Structuring
Upcoming dates in English

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PROGRAM OUTLINE for this 6 day course in English

Course Highlight

This is a practical 6-day training in Business Valuation & Deal Structuring (Investment Banking M&A) and the main topics are: valuation, leveraged buyouts (LBO’s) and mergers & acquisitions (M&A’s).

The training mainly focuses on giving the participant hands on tools to build financial models in excel to determine the value of a company on 1) a stand-alone basis,  2) in a LBO situation and 3) in a buy-side M&A scenario.

We will look at different valuation techniques to calculate “enterprise value” like: 1) Comparable companies analysis, 2) Precedent transaction analysis, 3) Discounted cash flow analysis (DCF), 4) LBO analysis and 5) Buy-side M&A analysis.

Different techniques are studied to get from “enterprise value” to the “value of the shares” taking (adjusted) net debt into account.

The training is very practical in a sense that the trainer will explain the concepts first and will then apply them in class to real life companies with the participants. With all the calculations “Microsoft excel” is used to build the needed financial models.

This training is meant for analysist and associates from international investment banks. Moreover, the training is meant for analysts and consultants in: M&A, private equity, venture capital and strategy. In addition, the training is meant for accountants, tax lawyers, bankers in credit analysis, financial managers, CFO’s etc.

During the training will be focussed on international companies listed on the stock exchange. But the valuation techniques are also applicable to (non-listed) private firms.

Learning goals

  • Being able to determine the value of a company using “comparable companies analyses”;
  • Being able to determine the value of a company using “precedent transaction analysis”;
  • Being able to determine the value of a company using “discounted cash flow analysis”;
  • Getting acquainted with “leveraged buyouts” (LBO’s);
  • Being able to determine the value of a company using “LBO analysis”;
  • Getting acquainted with the process of “sell-side M&A”;
  • Being able to determine the value of a company using “Merger consequence analysis” (buy-side M&A analysis).

 

In addition, you will learn all the “excel shortcuts” to become an excellent financial modeller by using your keyboard instead of the mouse

Recommended background

This training is for analysts and associates from international investment banks, consultants in M&A, private equity, venture capital and strategy, accountants, tax lawyers, bankers in credit analysis, financial managers, CFO’s etc.

We will be focussing on international companies listed on the stock exchange, but the valuation techniques are also applicable to (non-listed) private firms. The participants need to have a basic knowledge of the 1) balance sheet, 2) profit & loss statement and 3) cash flow statement. In addition, participants need to have a basic understanding of Microsoft excel.

What you will learn

You will learn to decide which valuation techniques you can use to your maximum advantage.  Value companies for mergers, acquisitions, privatisation and new issues and quantify and deal with the risks associated with corporate valuation.

Course format

The training is very practical, concepts are explained and applied in the class with real life examples.  “Microsoft excel” is used to build the financial models.   
During the training will be focussed on companies listed on the stock exchange. But the valuation techniques are also applicable to (non-listed) private firms.

 

 

Syllabus

Day 1: Morning (10 AM – 1 PM):

Topic: Comparable companies’ analysis

Step 1: Select the universe of comparable companies

  • Study the target;
  • Identify key characteristics of the target for comparison purposes;
  • Screen for comparable companies.

 

Step 2: Locate the necessary financial information

  • SEC filings: 10-K, 10-Q, 8-K, and proxy statements;
  • Equity research;
  • Press releases and news runs;
  • Financial information services;
  • Summary of financial data primary resources.

 

Step 3: Spread key statistics, ratios and trading multiples

  • Calculation of key financial statistics and ratios;
  • Supplemental Financial concepts and calculations;
  • Calculation of key trading multiples.

 

Day 1: Afternoon (2 PM – 7 PM)

Topic: Comparable companies’ analysis

Step 4: Benchmark the comparable companies

  • Benchmark the financial statistics and ratios;
  • Benchmark the trading multiples.

 

Step 5: Determine valuation

  • Valuation implied by enterprise value (EV)/ EBITDA;
  • Valuation implied by Price/ Earning (PE).
  • Key pros and cons of comparable company analysis

 

Day 2: Morning (10 AM – 1 PM)

Topic: Comparable transactions analysis

Step1: Select the universe of comparable acquisitions

  • Screen for comparable acquisitions;
  • Examine other considerations.

 

Step 2: Locate the necessary deal-related and financial information

  • Public targets;
  • Private targets;
  • Summary of primary SEC filings in M&A transactions.

 

Step 3: Spread key statistics, ratios and transaction multiples

  • Calculations of key financial statistics and ratios;
  • Calculation of key transaction multiples.

 

Step 4: Benchmark the comparable acquisitions;

Step 5: Determine valuation

Key pros and cons of comparable

 

Day 2: Afternoon (2 PM – 7 PM)

Topic: Discounted cash flow analysis (DCF)

Step 1: Study the target and determine key performance drivers

  • Study the target;
  • Determine key performance drivers.

 

Step 2: Project free cash flow

  • Considerations for projecting free cash flow;
  • Projection of sales, EBITDA and EBIT;
  • Projection of free cash flow.

 

Step 3: Calculate weighted average cost of capital (WACC)

  • Determine target capital structure;
  • Estimate cost of debt;
  • Estimate cost of equity;
  • Calculate WACC.

 

Day 3: Morning (10 AM – 1 PM)

Topic: Discounted cash flow analysis (DCF)

Step 4: Determine terminal value

  • Exit multiple method;
  • Perpetuity growth method.

 

Step 5: Calculate present value and determine valuation

  • Calculate present value;
  • Determine valuation;
  • Perform sensitivity analysis.
  • Key pros and cons of DCF

 

Day 3: Afternoon (2 PM – 7 PM)

Topic: Leveraged buyouts (LBO’s)

Key participants

  • Financial sponsors;
  • Investment banks;
  • Bank and institutional lenders;
  • Bond investors;
  • Target management.

 

Characteristics of a strong LBO candidate

  • Strong cash flow generation;
  • Leading and defensible market positions;
  • Growth opportunities;
  • Efficiency enhancement opportunities;
  • Low capex requirements;
  • Strong asset base;
  • Proven management team.

 

Economics of LBO’s

  • Return analysis: Internal rate of return (IRR);
  • Return analysis: Cash return;
  • How LBO’s generate return;
  • How leverage is used to enhance returns.

 

Primary exit/ monetization strategies

  • Sale of business;
  • Initial public offering (IPO);
  • Dividend recapitalisation;
  • Below par debt repurchase.

 

LBO financing: Structure

LBO financing: Primary sources

  • Bank debt;
  • High yield bonds;
  • Mezzanine debt;
  • Equity contribution.

 

LBO financing: Selected key terms

  • Security;
  • Seniority;
  • Maturity;
  • Coupon;
  • Call protection;
  • Covenants;
  • Term sheets.

LBO financing: Determine financing structure

 

Day 4: Morning (10 AM – 1 PM)

Topic: LBO analysis

Step 1: Locate and analyse the necessary information

Step 2: Build the pre-LBO model

  • Build historical and projected income statement through EBIT;
  • Input opening balance sheet and project balance sheet items;
  • Build cash flow statement through investing activities.

 

Day 4: Afternoon (2 PM – 7 PM)

Topic: LBO analysis

Step 3: Input transaction structure

  • Enter purchase price assumptions;
  • Enter financing structure into sources and uses;
  • Link sources and uses to balance sheet adjustments columns.

 

Step 4: complete the post LBO model

  • Build debt schedule;
  • Complete pro forma income statement from EBIT to net income;
  • Complete pro forma balance sheet;
  • Complete pro forma cash flow statement.

Day 5: Morning (10 AM – 1 PM)

Topic: LBO analysis

Step 5: Perform LBO analysis

  • Analyse financing structure;
  • Perform return analysis;
  • Determine valuation;
  • Create transaction summary page.

 

Day 5: Afternoon (2 PM – 7 PM)

Topic: Sell-side M&A

  • Auctions
  • Organisation and preparation
  • First round
  • Second round
  • Negotiations
  • Closing
  • Negotiated sale

 

Day 6: Morning (10 AM – 1 PM)

Topic: Buy-side M&A

Buyer motivation

  • Synergies;
  • Cost synergies;
  • Revenue synergies.

 

Acquisition strategies

  • Horizontal integration;
  • Vertical integration;
  • Conglomeration.

 

Form of financing

  • Cash on hand;
  • Debt financing;
  • Equity financing;
  • Debt vs. equity financing summary – Acquirer perspective.

 

Deal structure

  • Stock sale;
  • Asset sale.

 

Day 6: Afternoon (2 PM – 7 PM)

Topic: Buy-side M&A

Buy-side valuation

  • Football field;
  • Analysis at various prices;
  • Contribution analysis.

 

Merger consequences analysis

  • Purchase price assumptions;
  • Balance sheet effects;
  • Accretion/ dilution analysis;
  • Acquisition scenario’s: 50% stock/ 50% cash, 100% cash, 100% stock.

Course Lecturers

Joris Kersten, MSc, BSc, RAB

J.J.P. (Joris) Kersten MSc BSc RAB (1980) performs business valuations, prepares pitch books, searches and selects candidate buyers and/ or sellers, organises financing for takeovers and negotiates M&A transactions in a LOI and later in a share purchase agreement (in cooperation with (tax) lawyers). He is associated to ‘AMT Training London’ for which he provides training in Corporate Finance/ Financial Modelling at leading investment banks in New York, London and Hong Kong. This for example at Morgan Stanley New York, Morgan Stanley London and Nomura London. Joris also associated to the ‘Leoron Institute Dubai’ for which he provides finance training at leading investment banks in the Arab States of the Gulf. This for example at Al Jazira Capital in Saudi Arabia. In addition, Joris provides lecturing in Corporate Finance & Accounting at leading Universities like: Nyenrode University Breukelen, TIAS Business School Utrecht, the Maastricht School of Management (MSM) and the Luxembourg School of Business.  


Our International Experience

Participant feedback

A course with 15 participants is very good to favour the interactivity. Thanks for the perfect course content and lecture.

Very good course, teacher, and approach. Material available on-line prior the course + request to the participants about their expectations from the course.

A pleasant and knowledgeable instructor with a lot of interaction among participants.

An excellent course for people like myself.

Congratulations! Very well done. Nothing more to add.

I really appreciated the empathy and skills of the lecturer Bruno Bosch. Also, the size of the group (7 persons) was perfect to have the necessary interactivity throughout the course.

I strongly recommended this training to my colleagues as I found it very useful.

I think this was one of the best course I've ever attended. The trainer, Mrs Maureen, was extremely pedagogic and the structure of the course was very well planned with just the right mixture of theory versus practical examples and exercises.

It was a very enjoyable course. The group was small which made it easier to be 100% involved.  The exercises and case study were absolutely great and necessary to put the theory in practice. A very knowledgeable teacher.

It was nice to have a lecturer with profound knowledge on the topic so that the level of discussion could go further than the simple basics of valuation.

Lecturer had good understanding of the subject and good understanding of practical application.

Perfect for me. Exactly what I was looking for.

Thank you for the training, which was very clear and met my needs.

The course absolutely answered my expectations and needs.

The lecturer is a knowledgeable person with real market experience which is a plus.

The lecturer is excellent. She explained clear and control good interaction with students.

The training format and takeaways corresponds to what I expected. Thanks for the good preparation

Theoretical explanations good and with good interaction with audience.

There were lots of real life examples and relation to peoples own industries.

This was an excellent course and Kris made it very interesting and useful. He is highly knowledgeable, skilled and open to suggestions.

Thumbs up Maureen!

Very good and interesting training. One of the best I ever had.

 

Companies who attended our courses

 

 
AG Insurance
Allianz Benelux
Argenta NV
AXA Belgium
Baloise Insurance
Banca Monte Paschi Belgio S.A.
Bank De Groof
Banking Association (Kosovo)
Belfius Investment Partners
BNP Paribas Fortis
Bpost Bank
Buy Way
CBC Bank
Cegeka
Celio Finance SPRL
Credendo
Delen Private Bank
Delta Lloyd Life
Deutsche Bank AG
DKV Belgium
Ethias SA
Euler Hermes Services
Euroclear Bank SA/NV
Euroclear Investments
Europ Assistance
European Investment Bank - EIB (Luxembourg)
European Union - EDFIMC / ElectriFI
Flanders Investment & Trade
Gras Savoye Belgium
Incofin Investment Management
ING Bank België
KBC Bank
Mastercard
Ministry of European Integration (Kosovo)
National Bank of Belgium
NN Insurance Belgium
Petercam
Record Bank
Société Générale Private Banking
SWIFT
The Royal Bank of Scotland (RBS)
Triodos Bank
VGD International -Audit & Tax
Wolters Kluwer Financial Services
Zurich Insurance plc, Belgium branch
Vanbreda International
 
 
 
Afton Chemical SPRL
Air Liquide
Allnex Belgium SA/NV
ANL Plastics
Ansell
ARC EUROPE SA
Arcelor Mittal ( Belgium & Luxembourg)
Axalta Coating Systems 
BASF Antwerpen
BASF Belgium Coordination Center
Beaulieu International Group
Bekaert
Borealis Polymers NV
Bridgestone Europe SA
CNH Industrial Belgium NV
Cofely Fabricom
Cytec Belgium
DOMO Chemicals (Germany)
Donaldson
Dow Corning
Electrolux Appliances AB - EMA- EMEA (SEE)
Engineered Pressure Systems International
European Owens Corning Fiberglas
Fost Plus
GDF Suez
Griffith Foods
Hamon & Cie
Heraeus Electro-Nite International NV
Jacobs Belgium
KODAK SA/NV
Milliken Europe
Niko Group
NXP Semiconductors - Prodis  (Netherlands)
SOLVAY
SPX Cooling Technologies
Synventive Molding Solutions (Germany)
TERUMO EUROPE
Tessenderlo
Vinçotte International
VPK Packaging Group NV
WABCO
Yara Belgium NV
 
 
 
 
 
Antwerp World Diamond Centre
AVEVE Biochem NV
Carrefour Belgium
Delhaize Corporate Group
Godiva
IKEA 
 
Abbott Logistics B.V. (Netherlands)
AbbVie (Canada)
Agfa HealthCare NV
Alcon
Alcon-Couvreur
Amplifon
AZ Sint-Blasius
Baxter International (Austria)
Catalent Pharma Solutions
CinnaGen (Tehran)
Datwyler Pharma Packaging International
Groep OZ ESV
Hologic
Landelijke Christelijke mutualiteit (LCM)
Mutualités Libres: MLOZ
Novartis Pharma
SA Bristol- Myers Squibb Belgium NV
Stryker (Netherlands)
Terumo BCT Europe NV
UCB
Zorgbedrijf Antwerpen
 
 
 
AW Europe
Belgacom
Belgian Nuclear Research Centre (SCK-CEN)
CISCO
Corelio Printing
De Persgroep Publishing nv
EDF Luminus
Elia System Operator
Engie Electrabel NV/SA
Eni Gas & power
Fluxys Belgium
INFRABEL
Itineris NV
KEYRUS
M-Team
NRB
ORANGE
Proximus
Siemens
Telenet
 
 
Agentschap Innoveren en Ondernemen
Europees Parlement
Ministry of European Integration
National Agency for Protection of Personal Data
Nationale Loterij
SD Diensten NV (SD Worx)
SESAR Joint Undertaking
Stad Antwerpen
Stadsbestuur Harelbeke
Syntra Brussel
UGent - FBW
Vrije Universiteit Brussel (VUB)
 
 
 
Acturus sprl
ARC Europe
BDO 
BIA Africa
Bia Overseas
Brooser BE Operations 
Capgemini
Cipal Schaubroeck
Compass-Group
Computacenter
Computer Task Group
Deloitte Accountancy
Egemin International
Enhesa International
FIS (former Clear2Pay)
Interel Group
K&L Gates
Matexi NV
Minds&More
Pricewaterhouse Coopers
PwC Tax Consultants
Securex
Toreon
Vinçotte International sa
 
 
 
Alcopa
Alstom Belgium
ARC Europe 
Brussels Airport Company
De Lijn
D'Ieteren Auto
EUROCONTROL 
Gemeentelijk Havenbedrijf Antwerpen
Globachem nv
GSC Greensea Chartering 
HONDA Motor Logistics
JBT
Neovia Logistics
NMBS
PSA Antwerp nv
Retail & Wholesale
Seatrade Reefer Chartering
Thalys International
Trimble T&L
Volkswagen Group Services
Wallenius Wilhelmsen Logistics Zeebrugge NV
Westlandia
Witzenmann Benelux nv
 
 
 

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