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 M & A Deal Structuring and Merger Modeling

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 s​​tructural 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 Acquiror'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 acquiror:

  • Project simple stand-alone Income Statement for both target and acquiror
  • 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 acquiror'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 paydowns
  • Calculate accretion / dilution and credit ratios

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

 Registration Fees

​CFAW Members: $495.00
Non-Members: $595.00

 Dates and Location

​No upcoming dates scheduled. Please check back.