Programme Content
Introduction to M&A Review the key terminology of the M&A landscape and learn a five-point framework for remaining disciplined during the M&A process.
Module 2Strategic and Practical Considerations Examine the six key topics to be addressed in the M&A process: strategic alternatives; screening candidates; valuation, synergies, and pro-forma analysis; interloper analysis; form of consideration; and tactical approach issues and Plan B.
Module 3Valuation Explore the role that valuation plays in the M&A process and evaluate whether an M&A transaction will add value.
Module 4Deal Math Review the most common 'deal math' calculations for an M&A transaction including: premium; fully diluted shares outstanding (FDSO); transaction values; transaction multiples; transaction exchange ratio and pro forma ownership (only in stock deals) and contribution analysis (only in stock deals).
Module 5Due Diligence Explain the due diligence process— including financial, legal, and commercial—and its role in ensuring that both parties can protect their benefit of the bargain.
Module 6Merger Agreements and Sell-Side Describe the principles and mechanics of deal documentation and learn about various transaction structures, including direct mergers, triangular mergers, consolidations, and asset sales.
Module 7Takeover Defense and Financial Perspectives Discuss some key questions that both parties must address throughout the M&A process and some guidelines for friendly versus hostile deals. Gain insight into the roles of the involved stakeholders.
Module 8Final Project The final project brings together all of the concepts taught in this program and consists of two parts. Part one includes general questions about merger agreements, valuation, and due diligence. Part two relates specifically to the Kenneth Cole Productions case and includes reference documents (e.g., Schedule 14A) and presentations from the financial advisor.
