3 day course

Who Should Attend?

Lending bankers Members of M&A execution and origination teams in investment banks, corporations and law firms M&A lawyers and accountants Credit analysts Security analysts Strategic planners Investors Private equity investors Finance directors, heads of legal departments, CFOs, management and strategy consultants Government agencies involved in privatization or private finance initiatives Market regulators

Mergers & Acquisitions

January 23-25, 2012

A 3-day training program for experienced M&A professionals in investment banks, law and advisory firms

NEW YORK CITY

By attending the course, you will:

Learn the techniques to enhance shareholder value through better capital structuring decisions for acquisitions Deepen your knowledge of the methods of valuing companies Obtain a greater awareness of how to structure and finance mergers and acquisitions Examine the principles involved in structuring highly leveraged transactions Develop an understanding of the due diligence process and learn how risk can be managed and mitigated Develop negotiating skills in the M&A process

Course Director: Paul Richards

Secure your place! Register before December 16 at

www.euromoneytraining.com/ Financial-Training-Americas.html Should you miss this booking date please call +1 212 224 3463 to check availability.

Enquire or register your interest today!

Web

www.euromoneytraining.com/Financial-Training-Americas.html

request@euromoneyny.com

Email

Agenda
Course Objectives
The aim of this course is to provide participants who already have some transaction experience with further exposure to M&A, company valuation and deal structuring and financing. You will also be introduced to international practice in executing mergers and acquisitions, including an appreciation of today's market practices and procedures including due diligence, accounting issues and valuation techniques.

Mergers & Acquisitions

Day 1
PREREQUISITES TO A SUCCESSFUL DEAL:

Cost of debt: coupon v. yield, market v. book value, tax problems, default risk The cost of equity
CASE STUDY: You will value an acquisition target using WACC

Key steps in the M&A process

Strategic decision making: do companies need to grow? Acquisition versus organic growth What is success? Strategic considerations Types of transaction Types of synergies Screening potential targets

acting as buyer or seller

Day 2
VALUATION AND STRUCTURING

Course Background
Merger and acquisition activity in Europe and the rest of the world has been very high with scores of megadeals dominating the business headlines. Encouragingly, M&A activity is coming from an array of sectors, from both trade and financial buyers and from a wide range of countries. Euromoney Trainings unique training course on Mergers & Acquisitions hosted by former UBS and HSBC expert Paul Richards will give you the knowledge you need to take advantage of the current wave of M&A activity. You will learn about structuring and financing transactions including the latest innovative financing techniques and about sound company valuation techniques, which form the basis of all successful deals. The course will also bring an understanding of buyers and sellers motivations, the problems encountered when advising clients and how to overcome them through negotiation. In these corporate governance focusedtimes, the course will pay special attention to the role of due diligence and its impact on value. Furthermore, it will focus on new areas of activity such as arbitrage strategies in M&A situations. Most importantly, Euromoney Trainings Mergers & Acquisitions course will be uncompromisingly practical, using real life case studies and computer simulations to provide a true awareness of what makes M&A work. You will dig down into deals to find out how they were structured, financed, managed and they will be rewarded with exceptional awareness of how to succeed in M&A.

Multiples based valuation techniques

Asset valuations: forced sale v. going concern Price / Earnings multiples Earnings related multiples: EV to EBIT, EBITDA, cash flow, etc Other multiples: sales, book value, per pop, PEG, EEG ratio, relative multiples Selection of comparable companies Cross border issues for valuation

Strategic alliances as an alternative to growth by acquisition

Advantages of forming alliances or joint ventures Structuring the relationship Success factors Exit routes What can go wrong? Texas chainsaw clauses in JV agreements

CASE STUDY: A break-up analysis for a major conglomerate Valuation triangulation

Using comparable deals as valuation benchmarks When are comparable deals not relevant Measuring the value indicators Measuring the premium for control
CASE STUDY: You will undertake a competitive negotiation to price an acquisition

Due diligence: friendly / hostile deals

Legal risks in acquisitions Mitigating risk via due diligence Legal protections Credit risk in the event of a problem Impact of the nature of the transaction (friendly / hostile) on due diligence

Valuing the acquisition and deal structuring

Financial analysis: producing pro forma projections Valuing synergies and assessing the reality of achieving them Analyzing the effect of synergies on financials including earnings

CASE STUDY: Issues arising in due diligence for an

ice cream distributor

M&A valuation: cash flow approach

How value is driven by cash flows, not profits Calculating free cash flow The value drivers and the basis of cash flow valuation Cost of equity: dividend models Capital structure concepts Components of weighted average cost of capital

Assessing the impact on the value of the acquirer's shares Paying with shares or cash or a combination?

Pros and cons of each

The breakeven price earnings ratio for debt Dilution of earnings per share and EBIT Bridging the valuation gap: earn-outs

Course Director

Paul Richards
Paul Richards, a trainer for Euromoney Training, graduated from Cambridge University with a degree in mathematics and has a masters degree in business administration from London Business School. He is also a CFA charter holder, an Associate of the Chartered Institute of Bankers, a Member of the Association of Corporate

Treasurers and a Fellow of UKSIP. Paul has more than 20 years investment banking experience specializing in domestic and international corporate finance at UBS (Warburg), HSBC and Map Securities (part of Skandia Insurance and Mapfre, Spain). He was also the chief executive of the London merchant banking operation of Credit Industriel et Commercial, a major

French banking group. Paul has extensive first hand experience of: Mergers and acquisitions; IPOs; bond issues; secondary market issues; privatization; debt syndications; corporate treasury; equity valuation; investment analysis; security and derivative valuation; private equity; modeling; corporate governance and compliance. His consulting and training

Copyright Euromoney Training 2012

Enquire or register your interest today!

Web

www.euromoneytraining.com/Financial-Training-Americas.html

request@euromoneyny.com

Email

NEW YORK CITY

CASE STUDY: You will role-play as competing bidders to submit proposals to a vendor

Bridges to second stage financings

CASE STUDY: Highly leveraged LBO financing

About Us
Euromoney Training has been the market-leader in the provision of practical banking and financial training since its inception in 1987. Over the last decade we have trained more than 30,000 market professionals globally, continually matching their financial training needs with an incisive, practical and topical portfolio of financial training courses covering all financial and legal sectors.

The impact on the financials of the bidder

Financing with equity or debt? Pros and cons of each Establishing the amount of debt that can be used Assessing the type of debt that can be used Using bridge finance pending equity or debt issues

M&A arbitrage trading

Hedge fund strategies in M&A situations Liquidity costs Outcome analysis Risk-return trade-off

CASE STUDY: Equity bridge and bond issue bridge by

international acquirer

Hi CASE STUDY: you will compete to run arb trading positions in

In-house Training
Our in-house courses offer a highly cost effective training option for you and your clients. We can deliver all of our programs in your chosen location at a time which is convenient for you. For further information, please contact: Tel: +1 212 843 5225 Email: inhouse@euromoneyny.com

a takeoverghly leveraged LBO financing Course summary and close

Day 3
FINANCING THE ACQUISITION

Leveraged buy-out as a defence mechanism

Types of leveraged transaction: LBO, MBO, MBI, BIMBO, IBO, LBU, P2P Acquisitions suitable for leveraged finance LBO analysis as a valuation metric LBO deal structuring: equity and debt The leveraged buy-out process Leveraged recapitalization as an alternative exit strategy

Venue
All of our training courses are held in 4-5 star centrally located venues. The training venues are selected by both their location and training and refreshment facilities, this ensures that you will only learn in comfortable and convenient environments. Due to the variation of delegate numbers, confirmation of the venue, full address and details of how to get there can only be sent to you approximately three weeks prior to the course start.

CASE STUDY: Estimating returns in a recent buy-out of a buy-out (BOBO)

Public M&A transactions

Takeover codes, practices Documentation Impact of friendly v. hostile on price, due diligence, financing Strategies and tactics implications for defence Regulatory issues

Accomodation
This program is available in-house. For further information, please contact: +1 212 843 5225 inhouse@euromoneyny.com
If you require accommodation for the duration of the course, Euromoney Training has negotiated discounted rates on your behalf for standard rooms. We strongly advise to make your hotel reservation early. To book a room and for the most competitive rates currently available, please contact: Tel: +1 212 224 3463 Email: request@euromoney.com

CASE STUDY: You will compete to negotiate an acquisition Acquisition finance

Senior debt multiples Mezzanine: cost and use of warrants Second line financing High yield bonds

clients have included a wide range of organizations such as Bowring, Financial Services Authority, Association of Corporate Treasurers and the Department of Public Enterprises (South Africa). He has also been involved in expert witness work. He was previously a member of the Financial Times/Stock Exchange Indices Committee, a member

of the Accounting Standards Boards subcommittee on the Operating and Financing Review, a member of the UKSIP Committee which introduced Headline Earnings and he has also served as a nonexecutive director of a listed company. Paul won the 2004 Wincott Foundation Prize for his article "Lessons in shareholder value" on the boom and bust in new economy stocks,

published in Professional Investor (the journal of the UK Society of Investment Professionals - the UK member society of the CFA Institute). He has taught MBAs and Masters in Finance students at Cass Business School in the City for more than 12 years in a range of financial disciplines and has trained staff at major city houses.

Book by December 16 to guarantee your place!

Email Telephone Facsimile

request@euromoneyny.com

+1 212 224 3463

+1 212 361 3499

3 day course

5 easy ways to register

Please reference the course code below 1. Mail: Course Administrator Euromoney Training 225 Park Avenue South, 8th Floor New York, NY 10003-1604 USA 2. Call: +1 212-224-3463 3. Fax: +1 212-361-3499 4. Email: request@euromoneyny.com 5. Web: www.euromoneytraining.com/

Mergers & Acquisitions

January 23-25, 2012 Course Directors: Paul Richards

By attending the course, you will:

Learn the techniques to enhance shareholder value through better capital structuring decisions for acquisitions Deepen your knowledge of the methods of valuing companies Obtain a greater awareness of how to structure and finance mergers and acquisitions Examine the principles involved in structuring highly leveraged transactions Develop an understanding of the due diligence process and learn how risk can be managed and mitigated Develop negotiating skills in the M&A process

Registration form
Yes, please register me for Mergers & Acquisitions January 23-25, 2012 (EUF2260) $4,950 NEW YORK CITY

Fees
Fees include tuition documentation, lunch and refreshments. Delegates are responsible for their own accommodation. An invoice will be sent upon receipt of registration form. Please note, payment must be received prior to course start.

Register online at:

www.euromoneytraining.com

IMPORTANT INFORMATION YOUR REGISTRATION CODE:

EUF2260-W
Course Venue and Accommodation
For details of course venue, please contact Euromoney at +1 212 224 3463

Please ensure you enter your course code when registering and you will be entered into our monthly prize draw to win $50 of Amazon vouchers

amount:

$50.00
claim code:

1234-4567890-2345
Learn how to redeem your Amazon.com gift certificate

Cancellations
A full refund less an administration fee of $150 will be given for cancellations up to 21 days before the event. Cancellations must be made in writing (letter or fax) and reach this office before the 21 day deadline. Delegates who cancel less than 21 days before the event, or who dont attend, are liable to pay the full course fee and no refunds can be given. However, if you wish to attend the next course, and you have paid your course fee in full, you will only be invoiced for 25% of that course fee. Please note that the next course must take place within 6 months of the initial application. Of course, a replacement is always welcome. For more information regarding administrative policies, please contact our office at +1 212 224 3463.

Schedule Changes
Euromoney may occasionally find it necessary to reschedule or cancel sessions and will give registrants advance notice of such changes. Euromoney Training will not accept liability for costs incurred by participants or their organizations for the cancellation of travel arrangements and/or accommodation reservations as a result of the course being cancelled or postponed. We therefore recommend that delegates take out travel insurance.

Confidentiality
The information you provide will be safeguarded by the Euromoney Institutional Investor PLC group, whose subsidiaries may use it to keep you informed of relevant products and services. As an international group, we may transfer your data on a global basis for the purposes indicated above. If you object to contact by: telephone fax email please tick the appropriate box. We occasionally allow reputable companies outside the Euromoney Institutional Investor PLC group to contact you with details of products that may be of interest to you. If you do not want us to share your information with other reputable companies, please tick this box.

Fee
The registration fee covers seminar materials, refreshments, and lunch. Fee must be paid 21 working days in advance by cash, company check (U.S. dollars), VISA, MasterCard, or American Express.

Group Discounts Available

Contact us to find out more.

Team Discounts
When two people from the same organization register, each gets a discount of 5%. Registrations must be made at the same time and paid for together and may not be combined with any other discount.

Copyright Euromoney Training 2012