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Title

M&A Deal Structuring & Merger Modeling

Event Description

Course Goals and Overview:

 
This course focuses on the mergers and acquisitions process, the basics of deal structures, and covers the main tools and analyses that M&A investment bankers and acquirers utilize. Learn about common ​​structural issues, crucial merger consequence analysis and structures and methodologies. Translate fundamentals into different modeling techniques, including the most basic and widely used back-of-the-envelope method, Accretion / Dilution, as well as a more robust combination analysis combining a Target and Acquirer's Income Statement. Learn how to sensitize basic deal structures and combination options. 

 
Learning Objectives:

 
  • Common structural issues in a transaction (stock vs. asset, 338(h)(10) elections)
  • Merger consequence analysis including accretion / dilution and financial implications of a deal
  • Build a fully functional accretion / dilution model that accounts for different transaction structures
  • Learn how to sensitize financial projections and the financial impact on a transaction

 
Course Sections:

 
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
  • Merger consequence analysis including accretion / dilution and financial implications of a deal
  • Analysis of breakeven PE for both 100% stock and 100% cash considerations
  • Dive deep into merger accounting for your merger model including NOL treatment and FMV step-up

Accretion Dilution Modeling

 
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

Simple Merger Modeling

 
Construct a merger model, a simple combination of Income Statement for target and acquirer:

 
  • Project simple stand-alone Income Statement for both target and acquirer
  • 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 acquirer'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 pay downs
  • Calculate accretion / dilution and credit ratios

Please Note: Participants will need to bring a laptop with them to the course.

Instructor

 
Ted Michaels, CFA

 
Ted Michaels has a broad background with the financing and operation of businesses, with a particular emphasis on education, real estate, and special situations investing. His professional experience covers a wide variety of investments, including private equity and healthcare/biotechnology venture capital. As a Vice President at Wall Street Training & Advisory, Ted has led and assisted instruction on a wide variety of topics ranging from corporate valuation to merger & acquisition deal structuring and leveraged buyouts. His credentials include Series 7, 66, and 79 licenses, and passing all sections of both the CPA and CFA examinations.

 

Event Type

Educational

Education Topic

 

Start Time

4/4/2018 9:00 AM

End Time

4/4/2018 5:00 PM

City

Washington

State/Province

DC

Event Country

United States

Event Region

Americas

Location Info

 

The Johns Hopkins Carey Business School
Room 208
1625 Massachusetts Avenue NW
Washington, DC 20036

 
Click here for map

 
Metro: Dupont Circle (Red Line)

 
For Parking: Parking garage is located 1625 Mass. Ave. NW, $19 for all-day and $12 for early-bird (before 8:30 AM). Visitors can pay directly when entering the garage, cash and card are both accepted.

 
**When you enter in to the building please check in with security before heading up to the classroom.

Speaker

 

CE Credits

 

SER Credit

0.00

Currency

USD

Member Price

499.00

Non-Member Price

599.00

Candidate Price

499.00

Registration

C​lick here​ to register.

 

If you are having trouble with the online registration, please register here with a manual form: M and A Deal Structuring and Merger Modeling Payment Form 04-04-2018.pdf

​Discounts/Refund Policy

Group Discount: Organizations are eligible for a 10% discount when registering three or more people for an event. All registrations must be received at the same time. Email all discount registrations together to events@cfawashington.org.

Cancellations, Substitution, and Refund Requests

  • Substitutions are welcome at any time
  • Cancelations must be made in writing and emailed to events@cfawashington.org on or before 5 business days prior to the event
  • No refunds will be processed after 5 pm ET, 5 business days prior to the event
  • A $25 administrative fee will be applied to all cancellations
  • Refunds will not be issued for no shows​

All Day Event

 

Recurrence

 

Location

 

Cost

 

Description

 

Begin

4/4/2018 9:00 AM

Attachments

Content Type: MyCFA Calendar
Created at 11/2/2017 11:46 AM by shaykay.t@gmail.com[CASMSTS:username]
Last modified at 4/2/2018 9:54 AM by serena.roche@gmail.com[CASMSTS:username]