Principles of Corporate Valuation: Developing a 360 Perspective Getting the Price Right

Course Overview
What price will it take to get a deal done? This seminars primary objective is to learn how practitioners in the financial services industry apply various valuation techniques in the context of an eminent transaction. Heavy emphasis will be placed on demystifying the theory behind the analytics and ultimately gaining an understanding of their impact on a transaction. After gaining a working knowledge of the scientific analytics, participants will gain a new appreciation for the art of valuation through an in-class simulation.

Course Content and Organization

This two day course will use several different teaching methods: theoretical presentations to confirm the base line understanding; hands-on examples and Excel financial models to reinforce the theory; practical review of past M&A deals to provide real-world examples; a course-pack to support content and finally mock presentations used to demonstrate the impact of valuation techniques in a live-deal scenario. Participants will negotiate the best deal for their shareholders using buy-side and sell-side guidance they developed themselves.

The course content will broadly include common valuation techniques and topics such as:
Intrinsic valuation: stand alone financial analysis and discounted cash flow analysis Relative valuation: public comparable analysis and acquisition comparable analysis Deal structuring techniques: synergy roll-outs, shareholder value math, merger consequences analysis, debt capacity and affordability analysis Sell-side and buy-side process

Objectives:
By the end of this session, course participants will be able to: Understand the valuation framework commonly used by finance professionals Use live date and create a public market valuation: public comparable analysis, acquisition comparable analysis and discounted cash flow analysis Leverage sell-side and independent research to reach an informed view of the case study company and its sector / industry Learn how different structuring techniques effect valuation CPE credits: 15 CFA CE credits: 12.5

Prerequisite:
Basic knowledge of Excel, finance and an understanding of basic valuation techniques are recommended to maximize the benefits of this program.
*Course agenda is subject to change without notice

Course Schedule: Day 1 8:15 a.m. 9:00 a.m. 9:00 a.m. 9:15 a.m. 9:15 a.m. 10:30 a.m. Session 1: Introduction to Valuation Methodologies and Key Terms Overview of valuation methodologies; uses of valuation; equity vs. enterprise value; EBIT and EBITDA Using relative value and trading comps - Choosing a peer group; gathering information (sources and SEC documents); interpreting conference call transcripts and research reports - Value drivers by industry sector Exercise: Sector and industry analysis of case study, choosing the comparable companies 10:30 a.m. 10:45 a.m. 10:45 a.m. 12:30 p.m. Session 2: Core Comparable Company Analysis Deciding which financial metrics and multiple to use Pros and cons of different relative value ratios Practical skills and application of relative value multiples Exercise: Interpreting comparable company analysis for the case study company 12:30 p.m. 1:30 p.m. 1:30 p.m. 3:00 p.m. Session 3: Acquisition Comparables, Synergies and Control Premiums Understanding acquisition comparables - Choosing a deal list; gathering information (sources and merger documents); offer vs. transaction value Introduction to premiums paid, valuing synergies and fairness opinions Analyzing the results; deriving an implied valuation range Exercise: Determining a reasonable premium for the case study company and estimate baseline synergies 3:00 p.m. 3:15 p.m. 3:15 p.m. 5:00 p.m. Session 4: Intrinsic Value and Discounted Cash Flow Analysis Core components of a discounted cash flow analysis - Cost of capital analysis (WACC); forecasting unlevered free cash flows; estimating terminal values Intrinsic value meets relative value Exercise: Sensitivity and scenarios analysis in a discounted cash flow model Coffee Break Lunch Coffee Break Breakfast and Registration Course Objectives and Participant Introduction

Networking Cocktail Reception to Follow.

Principles of Corporate Valuation: Developing a 360 Perspective

Course Schedule: Day 2

8:15 a.m. 9:00 a.m. Breakfast

9:00 a.m. 10:30 a.m. Session 5: Merger Consequences Analysis Understand the concepts of affordability analysis and accretion/dilution Purchase accounting - Concepts of goodwill and write-ups Deal sources and uses of funds; opening balance sheet adjustments; pro forma income statement; accretion / dilution analysis; pre-tax synergies to breakeven; credit rating considerations Exercise: Calculating accretion / dilution and breakeven synergies on case study company 10:30 a.m. 10:45 a.m. Coffee Break 10:45 a.m. 11:30 p.m. Session 5: Merger Consequences Analysis continued Exercise: Relative PEs cross checks 11:30 a.m. 12:30 p.m. Session 6: Deal Structuring Tax issues with business combinations - Step-ups and tax deductibility of goodwill - Asset vs. stock purchase - Section 338 election 12:30 p.m. 1:30 p.m. Lunch 1:30 p.m. 3:00 p.m. Session 7: Buy-side & Sell-side Process and Summarizing Valuation Ranges Deal protection techniques - Fixed exchange ratio - Fixed price - Collars - Breakup fee / termination fee - No shop and go shop clauses Buy-side and sell-side process and steps Using valuation models to combine all valuation methodologies and determine valuation ranges; creating bid/ask ranges Exercise: Review case company valuation and deal structure 3:00 p.m. 3:15 p.m. Coffee Break

3:15 p.m. 5:00 p.m. Session 8: Lets Make A Deal Mock negotiations and deal structuring in Lets Make A Deal Exercise: Participants will be put into teams representing either buy-side or sell-side advisors. By utilizing skills learned in the class, teams will determine valuation ranges, creating bid/ask ranges in a mock negotiation of a hypothetical transaction.
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