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My courses blend theory will practice gained from personal experience. They have been developed and delivered globally to a range of client organisations involved in commerce, industry and financial services. In addition to having extensive experience of running in-company programmes, I have had considerable involvement with leading open training programmes for major training organisations, like Euromoney, FT Knowledge/New York Institute of Finance, IIR and the International Faculty of Finance.
The courses link both theory and practice via a number of different delivery methods, involving:
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1. Case studies developed from personal experience
2. Current topical and real-life examples
3. Computer aided exercises and role plays
4. Group working
5. Practical sessions to consolidate the learning experience
The following is a brief selection of courses that are available and that have been delivered as open training programmes and adapted for private clients:
* Financial Modelling for Corporate Finance
* Corporate Finance Techniques
* Financial Modelling for Valuation
* Financial Restructuring
* Investment Banking
* CFO's Workshop
* Senior Manager Risk Workshop
* Structured Finance
* Expert Techniques for Merger and Acquisitions
* Essentials of Valuation Analysis
* Company and Equity Valuation Techniques
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Senior Manager Risk Workshop |
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Senior Manager Risk Workshop
Intended Audience
Strategic decision takers - chief executives, chief financial officers,
senior operations management, internal auditors, treasurers,
main board directors, and risk professionals.
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Course Introduction
Organisations of all types are being exposed to risk management. For example, banks have long been subject to regulatory exposure from the Basle Accord and a revision to this has recently been published that will have profound implications for senior banking management. Furthermore in the UK the Turnbull Report requires all listed plcs to assess their risk management capabilities. Shareholders and other stakeholders, such as employees and customers, are becoming increasingly critical. The way that companies deal with risk is emerging as a differentiating factor. Successful companies will be those that are not afraid to embrace risk because they understand it and can manage it. However, a major obstacle is that risk is very often seen as someone else's problem whereas in reality it is everybody's problem. In short, if you don't manage your risks, they will manage you.
It is being increasingly recognised that there are important interrelationships between different types of risk and that a more comprehensive, integrated and disciplined approach to its management and mitigation is required than has often been the case in the past. Risk needs to be viewed more broadly than by the traditional classifications adopted in terms of country, counterparty and market, although these categories are still important. There are different levels of risk, like strategic and tactical. Strategic risk, for example, acknowledges the business as being an integrated entity. A simple illustration is a bank, which packages and trades financial risks in order to deliver higher returns. Strategic risk decision-making is based on the fact that risk (and its resulting expected returns) is not a by-product of the business, but is the product of the business. It is decision-making based on the view that detailed risk intelligence provides a competitive advantage-an edge in delivering both better products to customers and better returns to shareholders. In contrast, tactical risk management is decision-making based on the view that the business is a collection of semi-autonomous agencies each of which manages its book or risk management task separately. In the case of a bank, it assumes that risk can be managed one security or one desk at a time. Analysing risks tactically can be important to anticipate and identify possible courses of action for the purposes of mitigation, but an integrated perspective is indispensable.
Last, but not least, risk measurement, management and mitigation is often associated with the banking world and is perceived as being of limited relevance to non-financial institutions. Nothing could be further from the truth! International guidelines from bodies such as the OECD, coupled with national initiatives like the UK Combined Code and Turnbull corporate governance guidelines, require companies to identify, assess, manage and report on all risks that could affect their stakeholders. As a result, risk in its broadest sense has become a boardroom issue. It encompasses not merely those uncertainties that can be transferred to the insurance and financial markets, but also strategic, environmental and ethical issues in both those and other markets. It is, therefore, vital that both the Board and senior management know the top 10 risks they face and also set the tone for developing a more risk mature organisation.
The key focus of the course is upon the risk management process. This is the process by which organizations proactively try to ensure that the risks to which they are exposed are the risks to which they think they are and want/need to be exposed to operate their primary businesses. However risk is classified, a central challenge is in deciding what risks the firm is in the business to bear, or in what risks the firm has a perceived comparative informational advantage.
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Risk in Context, Funding/ Value Risk, Strategic Risk and Reputation Risk
Introduction
* Definition of risk
* Why and how risk management has developed
* Impact of regulation, e.g. Basle Accords - Basle 2
* Proactive versus reactive risk management
* Importance of integrated risk management
* Risk identification and classification
* Review of the many faces of risk
Understanding the Importance of Capital
* Investment capital: funds investment expenditures
* Risk capital: provides a buffer against unexpected losses arising from market, credit, and operational risks
* Regulatory capital: some firms required to hold against market and credit and operational risks (e.g., BIS and banks, insurers, etc.)
* Funding capital: funds short-term operating cash flows, costs, and non-capital-intensive investment expenditures
* Liquidity capital: covers cash balance obligations on debt servicing, derivatives, contract performance, etc.
* Signalling capital: excess capital held to enhance reputation and attract new customer business
Funding and Value Risk
* Definition
* Funding risk measurement
* Cash flow risk - scenario analyses of cash balances
* Value risk
Strategic Risk
* Sources of pressure to manage strategic risks
* Definition and scope
* Relationship with shareholder value
* Strategic versus tactical risk
* Scanning the external environment for risks
Assessing and Measuring Strategic Risks
* Evaluating returns to shareholders, risk assessment and the cost of capital
* Analytical frameworks
* Modelling approaches
* Scenario analysis
Managing and Mitigating Strategic Risk and Reputation Risk
* Definition and scope
* Relationship between corporate reputation and investor confidence
* Influence of intermediate interest and pressure groups
Managing and Mitigating Reputation Risk
* Codes of business conduct
* Integrating the press and PR operation within the mainstream of the business
* Quality control procedures
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Country and Counterparty Risk
Country Risk
* Definition and scope
* Weighing up external sources for risk identification
* Identifying risks, strategic and operational
* Evaluating probability and impact
* Balancing risk and gain
* Rating importance of risk
* Tools for structuring analysis
* Risk management in relation to risk assessment
* Critical evaluation of risk management techniques
Case Study
Counterparty Risk
* Definition and relevance to both financial and non-financial institutions
* Delivery risk
* Supply chain risk
* Customer loss risk
Financial Tools for Assessment and Key Issues
* Position audit/business appraisal
* Interpretation and ratio analysis
* Creative accounting
* Z Scoring
* PAS - Scoring
* Cash flow analysis
Case study
Mitigating Counterparty Risk
* Requirements of financial statements
* The role of documentation
* Covenants and guarantees
* Consolidation exercise
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Operational and Agency Risk
Operational Risk in Context
* Definition and overview of operational risk
* Operational risk and agency theory
* Operational risk and internal control
* Operational risk framework
* Operational risk measurement
* Basic Indicator approach
* Standardised approach
* Internal measurement approach
* Integrated operational risk management - what it means and how to achieve it
* Categorising operational risk as a basis for developing the risk awareness of business managers
* In depth review of a selection of the operational risk categories
Cases and Exercises
Operational Risk Incidents
* The use of operational risk incident databases
* How to develop an operational risk database
Exercise
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Risk Mitigation and Regulation
* The 4 'ts' and when to use them
* Take the risk - the impact is low and the probability is low (i.e. Do nothing)
* Treat the risk - reduce the probability (e.g. Improve internal controls)
* Terminate the risk - reduce the probability to near zero (e.g. Don't follow the course of action)
* Transfer the risk - reduce the impact (e.g. use insurance)
* Barriers to mitigating risk
Exercise on Risk Mitigation - Applying the Risk Framework to Specific Cases
Pulling it all Together
* The integrated nature of risk management and mitigation
* Roles and responsibilities for risk, management and mitigation
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Financial Modelling for Corporate Finance |
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Financial Modelling for Corporate Finance
The benefits of using spreadsheet modelling for financial management and corporate valuation are undisputed. This training program is intended to provide practical financial modelling techniques and valuation tools for valuing a company and its securities.
Topics Covered Include:
- Financing and capital structure
- Mergers and Acquisitions
- Initial Public Offerings (IPOs)
- Building financial models (pro-forma models)
- Discounted cash-flow analysis
- Estimated cost of capital (cost of equity, cost of debt and weighted average cost of capital)
- EVA
- Market multiples
- Free-cash flow
- Value driver analysis
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| The seminar takes a "hands-on" approach to learning corporate finance rather than focusing on the theory.
- Financial Analysts, Planners and Decision Makers in corporations
- Management Executives
- Corporate and Commercial Bankers
- Accountants
- Members of Corporate Finance and M & A teams
- Strategic Planning Executives
- Corporate Treasury Executives
- Management Consultants
- Lawyers or Legal Advisors
- Financial and Investment Analysts
- Investment Managers
KEY BENEFITS OF ATTENDING
- Learn or update fundamental corporate finance skills.
- Acquire Excel skills to develop consistent financial forecasting and valuation models.
- Learn financial statement modelling concepts and applications.
- Understand key financing techniques.
- Identify types of models to assist for M&A and restructuring analysis.
- Build on your existing knowledge of various security valuation techniques.
- Master methods to accurately calculate the cost of capital.
- Be able to identify appropriate equity valuation techniques.
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CORPORATE FINANCE AND FINANCIAL ANALYSIS
Using Excel we will build a pro-forma model that establishes the relationships between the balance sheet, income statement and free cash flows of a company. We will illustrate how the value drivers for the company can be derived and we will show how to value a company using the free cash flow (FCF) method. Finally, using the model we will analyse and value a company using value driver/free cash flow information.
a. Basic Valuation Techniques:
- Valuation by multiples
- DCF valuation method
- Residual income, economic profit and Economic Value Added (EVA©)
b. Financial Statement and Value Driver Analysis:
- Dupont framework
- Valuation versus performance measurement
- Concepts of free cash flow and economic profit
- Estimating and projecting value drivers
- Linking value driver analysis and valuation
c. Terminal Value:
- NOPAT perpetuity
- Gordon's growth model
- Multiples (P/E, M/B)
d. Principles in Building a Financial Model:
- Analysing historical performance
- Ensuring robust projections
- Key decisions about whole firm valuation or equity valuation
e. CASE: Build Financial Model for Evode:
- Estimating value drivers
- Developing a free cash flow profile
- Valuing the free cash flow profile
- Valuing the terminal value
- Estimating the marketable securities and the value of the debt
- Whole firm valuation and equity valuation
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MERGERS & ACQUISITIONS (M&A) AND COST OF CAPITAL
We will use the DCF model we have developed to assess the operating synergies from an acquisition. We will apply empirical methods to estimate a firmĖs cost of capital. We will then refine the model to include the measurement of the cost of capital and we will use the model to determine one perspective of the optimal capital structure of the acquisition.
a. Mergers and Acquisition (M&A) Analysis:
- Review of key issues in M & A analysis
- Understanding the strategic and competitive context
- Undertaking a stand alone valuation
- Undertaking a valuation from different perspectives
- Overview of modelling issues re Mergers and Acquisitions (M&A)
- Drawing upon the key experience of M&A research
- Synergy estimation, control premium and acquisition pricing
b. CASE: Laporte Acquisition of Evode:
- Assessing the value from different perspectives
- Using value driver analysis to understand the deal dynamics
- Understanding the issues in pricing and negotiating the deal
c. Determination of Cost of Capital:
- Determining the cost of equity using the dividend history
- Determine the weighted average cost of capital
- Models to estimate the cost of debt
d. Capital Asset Pricing Model (CAPM):
- Using equity and asset betas
- Market risk premium
- Unlevering and relevering the cost of equity
e. CASE: Estimating the Cost of Capital of Evode:
- Estimating the cost of equity
- Challenging the relationship between the cost of equity and other forms of financing
- Determining the equity and debt weightings
- Understanding the circularity issues involved in assessing the cost of capital and valuing the entity
- 4 methods for estimating the debt equity relationship
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MULTI BUSINESS ANALYSIS & VALUING BUSINESS OPERATIONS
We will build a DCF model to value debt capacity and perform the analysis of a leveraged acquisition. Using the model we will determine the optimal financing for the acquisition. Finally, we will apply empirical methods to estimate the cost of capital of the different business units.
a. The Principles
- Understanding the strategic and competitive context
- Undertaking a stand alone valuation
- Undertaking a valuation from different perspectives
- Overview of modelling issues re Mergers and Acquisitions (M&A)
- Synergy estimation
- Cost of capital issues
- Sum of the parts valuations
b. MAJOR CASE: Estimating the Cost of Capital and Value of TWC:
- Estimating the cost of capital for business units
- Estimating the business unit cost of capital
- Peer group analysis and benchmarking
- Applying peer group analysis
- Valuing the business units
- Estimating a target capital structure
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APPLICATIONS LINKING THE MARKET APPROACH AND ACCRUAL ACCOUNTING VALUATION
We will use Excel to analyse and value IPOs and to determine an equilibrium price for the IPO. We will compare the results will valuations derived from assessing multiples. We will discuss the advantages and disadvantages of applying market multiples to valuing stocks.
a. Valuation by Multiples:
- Alternative multiples P/E, EV/EBITDA, P/B
- Issues in choosing multiples for valuation
b. Transaction Multiples:
- Control premiums and minority discounts
- Acquisition transactions
- Discounts for lack of marketability.
c. Initial Public Offering (IPOs):
- Introduction
- Modelling challenges in valuing IPOs
d. CASE: Valuing a Telecoms IPO Orange PLC:
- Key issues in determining the value
- Identifying comparable companies
- Extracting information from comparable companies to estimate value
- Estimating value using free cash flows and multiples
e. CASE: Valuing an Emerging Market Telecoms IPO Jordan Telecom:
- Determining the cost of capital in emerging markets
- Identifying comparable companies
- Extracting information from comparable companies to estimate value
- Estimating value using free cash flows and using MICAP
- 3-stage valuation modelling
- Issues in calculating premiums, discounts and the intrinsic price
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Investment Banking
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Overview and Core Skills - Valuation.
Introduction
Structure of the Course
Valuation in Context
- Review of traditional measures with contemporary approaches:
- Price-Earnings (PE) multiples and other earnings approaches
- Market to Book (MB) multiples
- Comparative company analysis
- Asset based valuations
- Accounting issues and international accounting standards
- DCF methods - free cash flow
- Economic Value Added (EVA?) and Market Value Added
- Importance of value driver analysis
- Key issues in valuation - estimating cash flow, assessing risk, competitive advantage analysis and terminal value estimation
- Developments in valuation - commercially available valuation models and databases
- Valuation applications: Initial Public Offerings (IPOs), Mergers and Acquisitions (M&A), Buyouts, Restructuring, Asset Management
Case Study: Valuing a Real-life Company
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Core Skills. Capital Raising and the Cost of Capital and Negotiation Techniques
Equity
- Characteristics and types
- Pricing equity and key valuation methods (link with day 1)
- Estimating the cost of equity - alternative approaches including the Capital Asset Pricing Model (CAPM)
- Key issues in estimating the cost of equity for alternative applications - M&As, IPOs and emerging markets
Debt
- Debt instruments
- Debt markets
- Evaluating credit quality
- Credit ratings
- Importance of gearing/leverage
- Capital structure and debt capacity
- Valuing debt instruments and estimating the cost of debt
Developments in the Debt Markets
Cost of Capital
- Estimating the Weighted Average Cost of Capital (WACC)
- Estimating WACC for an IPO, private company or business unit
- Peer group analysis for calculating the cost of equity
- Adjustments for financial risk - unlevered and relevered betas
- Assessing capital structure
- Estimating WACC in emerging markets
- Understanding the limitations of conventional analysis
- Assessing country and equity risk
- Different approaches
Case Study: Estimating WACC in an Emerging Market
Soft Skills - Negotiating Techniques
- The importance of negotiating skills for the investment banker
- Understanding the negotiation process
- Rules and principles
- Negotiation strategy and tactics
- Managing the negotiation environment
- Team selection issues
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Applications - IPOs and M&A Analysis
IPOs
- Overview
- Key requirements of IPO candidates
- Pros and cons of going public
- Understanding the process from start to finish
- Selecting the underwriter
- Selecting the market
- Determining the amount of capital to be raised
- The IPO prospectus
M&As
- Definition and overview
- The process
- Key success factors
- Estimating synergies - valuing existing businesses on a stand-alone basis and comparing them with the value of the combined businesses
- Importance of understanding different perspectives - control premium, valuation of synergies and perspective
- Valuing the acquisition target with synergies
Case Study: Estimating the Value of Synergies from an Acquisition
- Potential acquisition defences - actions that a target can use to defend against a potential acquisition
Due Diligence
- Review of due diligence
- Types of due diligence
- Linking due diligence with value driver analysis
Making Mergers and Acquisitions Work
- Why mergers and acquisitions fail
- Characteristics of successful mergers and acquisitions
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Applications - Restructuring, Buyouts, Private Equity and Venture Capital
Restructuring
- Forms of restructuring
- Portfolio
- Management
- Financial
- Pressures to restructure
- Business turbulence
- Debt problems
- Assessing vulnerability - financial ratios, Z scoring and A scoring
- Types of restructuring
- Liquidations
- Divestitures
- Asset sales
- Spin-offs
- Multi-business restructuring
- Understanding the value of a portfolio
- Understanding conglomerate discount
- Assessing the value of the parts
- Applying peer group analysis
- Debt capacity and restructuring
Buyouts, Venture Capital and Private Equity
- Review of types of buyouts
- Management buyouts (MBOs)
- Management buy-ins (MBIs)
- Leveraged buyouts (LBOs)
- Evaluating a buyout candidate
- Financing a buyout candidate
- Key practical issues
Case Study: Evaluating a Buyout
- Venture capital and private equity
Developments in Venture Capital/Private Equity
Investment Banking Challenges in Emerging Markets
- How investment banking activities differ
- Assessing the relative risks and returns - dealing with country related risks
- Problems of data availability and robustness
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Structured Finance Course |
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Structured Finance Course
A program with comprehensive case studies designed for investment professionals
- Understand common financing & legal structures used in the structured markets.
- Identify the roles of key transaction participants and follow the flow of funds through various structures.
- Recognise potential opportunities for their institution to participate in the asset backed market.
- Know the resources available to them for analysing and evaluating a particular structure.
- Anticipate & identify the risks within various structures.
Delegates will learn the conceptual framework for understanding and evaluating Structured Financing.
WHY STRUCTURED FINANCE?
Structured finance is therefore becoming increasingly important both to the corporate and the financial community. Worldwide private sector investment in project finance deals alone currently exceeds $100 billion, and is expected to continue to grow rapidly over the next few years.
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| WHO SHOULD ATTEND?
- Finance Directors, CFOs and other senior strategists in corporate
- Members of M&A teams in investment banks, corporations and legal firms
- Accountants and tax advisors
- Management and strategy consultants
- Government agencies involved in privatization or private finance initiatives
- Strategic planners & Market regulators
- Investment directors, managers and analysts
- Credit analysts, investment-banking professionals, corporate lenders, fixed income specialists, relationship managers, bond research specialists (buy and sell side) and those who wish to develop an understanding of the structured finance market.
COURSE LEVEL
Delegates should be familiar with the principle of applied corporate finance, although core areas, like valuation, will be reviewed during the course.
COURSE DIRECTOR
Dr Roger Mills has unparalleled experience in the theory and practice of corporate/equity valuation, corporate financial strategy and M&A. He consults internationally to corporates and financial institutions on the application of valuation and shareholder value methodologies, and was Consultant Professor to PriceWaterhouseCoopers on Shareholder Value Analysis. Recent consulting activities include work on IPOs, M&A, joint ventures, privatisation, value-based management, valuation of intangibles, principal finance and investment analysis. He has experience of many business sectors including telecoms, banking, infrastructure, property, power and engineering. In addition to his consulting activities, Dr Mills delivers training in the UK, Europe, US, Latin America and Asia Pacific, including the Euromoney training courses Structured Finance, Mergers and Acquisitions, Valuation Techniques, Risk Management and Investment Banking. He is author of two highly respected texts, Dynamics of Shareholder Value and Strategic Value Analysis. Dr Mills is Professor of Accounting and Finance at Henley Management College, a UK business school, where in particular he supervises PhD and Doctor of Business Administration research on finance and accounting. He is a Fellow of Chartered Institute of Management Accountants and of the Association of Corporate Treasurers.
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Introduction to Structured Finance
- What is Structured Finance - definitions
- Key features of Structured Financial deals
- Traditional versus Structured Finance
- Illustration - Asset Backed Securitisation
- Disadvantages of Structured Finance
Importance of Understanding Valuation Techniques
Conventional Accounting-Based Valuation Techniques
- Conventional accounting methods - review and key issues in application
- Price/Earnings and Enterprise Value/EBITDA
- Market-to-Book
- Dividend Discount
- Asset Valuation
- Discounted Cash Flow (DCF) - Net Present Value (NPV) and Internal Rate of Return (IRR)
- Comparable Deals
Case Study - Applying Conventional Valuation Methods
Key Issues Associated with Conventional Valuation Methods
- Valuation of intangible assets, e.g. goodwill and brands
- Conventional accounting methods and creative accounting
- National variations in financial reporting practices - US GAAP versus International Accounting Standards
Contemporary Valuation Approaches - Review
- Free Cash Flow Analysis
- Economic Profit/Economic Value Added and Market Value Added
Case Study
Key Issues in Using Contemporary Valuation Approaches
- Understanding the business model and the strategic perspective
- Relationship between return on capital and the cost of capital
- Key definitions and relationships - planning period, competitive advantage and growth duration
- Methods for estimating the Competitive Advantage Period (CAP)
- Estimating terminal value - review of approaches
- Market multiple
- Asset-based
- Discounted cash flow
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Importance of Understanding the Principles of Applied Corporate Finance
- Estimating the Weighted Average Cost of Capital (WACC) - key requirements:
- Cost of different types of capital
- Cost of equity:
- Accounting estimates - earnings approaches
- Dividend Valuation Model (DVM) and the importance of dividends
- Capital Asset Pricing Model (CAPM) - risk free rate, betas and equity risk premium
- Cost of debt
- Yield to redemption and credit sprea
- Corporate taxation
- Understanding gearing/leverage and capital structure
Case Study
Leveraged Buyouts (LBOs), Management Buyouts (MBOs) and Management Buyins (MBIs)
- Introduction to Buy Outs
- Management Buy Outs (MBOs)
- Management Buy Ins (MBIs)
- Leveraged Buy Outs (LBOs)
- Definition
- Differences from MBOs and MBIs
Sources of Buyout Candidates
- Businesses undergoing a major restructuring movement, i.e. disposal of non-core, non-strategically aligned divisions/subsidiaries of public companies.
- Public companies wishing to shed themselves of low-performing businesses.
- Family owned businesses with succession problems.
- Receiverships, rescues and turnarounds.
- Public sector businesses entering private ownership.
Buyout Screening Selection Criteria
- Cash generative
- Stable operating cash flows
- Consistent growth
- Low growth
- High break-up value
- Solid market, niche products
- Good asset backing
- Low technology
- Low capital expenditure
- Hands-on team
Critical Issues
- Target selection
- Research
- Managers' qualifications
- Managers' commitment
- Relationship with existing management
- Equity backing
Key Variables to Consider
- Vendor - price
- Financiers - gearing, IRR, exit arrangements
- Buyers - % equity
- Funding arrangements
- Management - "hurt money", high return
- Institutional equity - equity/preference
- Mezzanine loan - equity kicker/warrants
- Senior debt - secured/normal banking returns
Financial Evaluation
- Estimating purchase price and set up cost:
- Capital expenditure and working capital needs
- Review of business plans
- Estimating how much can be raised by
- Rationalising fixed assets and deferring capital expenditure
- Squeezing working capital
- Overhead reduction
- Reducing lifestyle/headcount
- Estimating funding requirements and alternative sources of funds:
- Vendors' debt (deferred consideration
- Secured debt (covenants and risk tolerance)
- Equity requirement estimates -management equity and outside equity (venture capital)
- Estimating potential value to be created
Exit Routes
- Sale to some other corporate body
- Public listing
Illustration
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Methods of Financing
- Sources and criteria for selection
- Ordinary shares
- Preferred ordinary shares
- Preference shares
- Loan stock
- Convertibles
- Deferred payment
- Cash
MBOs Versus MBIs
MBO Case Study
Major LBO Case Study
Critical Success Factors
- Focus on cash flow
- Elimination of any cash flow discount
- Timely sale of undervalued assets
- Greater management incentives
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The Alchemy of LBOs and Restructuring
- Restructuring techniques
- Position audit techniques
- Financial analysis and Z scoring
- Economic profit and incentivisation
Considerations for Lenders
- Financial profile
- Security
- Risk/return profile
- Covenants
- Warranties
- Management investment
- Key risks and issues
Considerations for Investors
- Investment rationale - strategic and business rationale
- Business profile
- Management and employee profile
- Business plan assessment
- Exit options assessment
- Entry and exit valuation assessment and prospects
- Key risks and issues
- Track record
- Market issues
- Performance shortfall potential and 'kickers'
- Managerial performance incentivisation
Review of Securitisation
- Basic meaning
- Key jargon
- Main features
Venture Capital
- Success criteria and expectations
- Perspective on deal structure
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Corporate Finance Techniques |
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Corporate Finance Techniques
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Overview and Core Skills
Introduction
Structure of the course:
- 1 day core skill requirements
- 3 days key applications (basic and advanced)
- Review of key applications
- Mergers and Acquisitions (M&A)
- Initial Public Offerings (IPOs)
- Restructuring, turnarounds and workouts
- Leveraged Buy Outs (LBOs), Management Buy Outs (MBOs), Private Equity and Venture Capital
- Emerging markets
Financial Analysis:
- Creative accounting - capitalisation of interest, research and development and intangibles; brand accounting; lengthening asset lives etc...
- Models for predicting bankruptcy - Z scoring
Project Appraisal:
- Capital budgeting and project appraisal
- Tools of project appraisal - payback period, return on investment (ROI), net present value (NPV), internal rate of return (IRR)
- Dealing with inflation, taxation, risk and uncertainty- relevance of the principles of finance - Fisher Effect
- Tools and techniques for analysing and assessing risk and uncertainty
- Capital project proposals - analysis, interpretation and evaluation
Case Study: Evaluating a Project Proposal
Valuation
- Review of traditional measures with contemporary approaches:
- Accounting issues and international accounting standards
- Importance of value driver analysis
- Key issues in valuation- estimating cash flow, assessing risk, competitive advantage analysis and terminal value estimation
- Developments in valuation- commercially available valuation models and databases
- Valuation applications: Initial Public Offerings (IPOs), Mergers and Acquisitions (M&A), Buyouts, Restructuring, Asset Management
Case Study: Valuing a Real-life Company
Equity
- Characteristics and types
- Pricing equity and key valuation methods
- Key issues in estimating the cost of equity for alternative applications- M&As, IPOs and emerging markets
Debt
- Importance of gearing/leverage
- Capital structure and debt capacity
- Valuing debt instruments and estimating the cost of debt
Cost of Capital
- Estimating WACC in emerging markets
- Understanding the limitations of conventional analysis
- Assessing country and equity risk
- Different approaches
Case Study: Estimating WACC in an Emerging Market
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Applications (1) - IPOs and M&A Analysis IPOs
- Overview
- Key requirements of IPO candidates
- Pros and cons of going public
- Understanding the process from start to finish
- Selecting the underwriter
- Selecting the market
- Determining the amount of capital to be raised
- The IPO prospectus
M&As
- Definition and overview
- The process
- Key success factors
- Estimating synergies - valuing existing businesses on a stand-alone basis and comparing them with the value of the combined businesses
- Importance of understanding different perspectives - control premium, valuation of synergies and perspective
- Valuing the acquisition target with synergies
Case Study: Estimating the Value of Synergies from an Acquisition
- Potential acquisition defences - actions that a target can use to defend against a potential acquisition
Due Diligence
- Review of due diligence
- Types of due diligence
- Linking due diligence with value driver analysis
Making Mergers and Acquisitions Work
- Why mergers and acquisitions fail
- Characteristics of successful mergers and acquisitions
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Applications (3) -Structured Finance, Buyouts, Private Equity and Venture Capital
Structured Finance, Buyouts, Venture Capital and Private Equity
- Introduction to and review of structured finance
- Review of types of buyouts
- Management buyouts (MBOs)
- Management buy-ins (MBIs)
- Leveraged buyouts (LBOs)
- Evaluating a buyout candidate
- Financing a buyout candidate
- Key practical issues
Case Study: Evaluating a Buyout
Major Buyout Case Study
Challenges in Emerging Markets
- Assessing the relative risks and returns - dealing with country related risks
- Problems of data availability and robustness
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Financial Modelling for Valuation |
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Financial Modelling for Valuation
The benefits of using spreadsheet modelling for financial management and corporate valuation are undisputed. This training program is intended to provide practical financial modelling techniques and valuation tools for valuing a company.
Topics Covered Include:
- Mergers and Acquisitions
- Initial Public Offerings (IPOs)
- Value Based Management
- Restructuring
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- Capital structure analysis
- Building financial models (pro-forma models)
- Discounted cash-flow analysis
- Estimated cost of capital (cost of equity, cost of debt and weighted average cost of capital)
- EVA
- Market multiples
- Value driver analysis
- Free-cash flow
The benefits of using spreadsheet modelling for financial management and corporate valuation are undisputed. This training program is intended to provide practical financial modelling techniques and valuation tools for valuing a company.
Topics Covered Include:
- Mergers and Acquisitions
- Initial Public Offerings (IPOs)
- Value Based Management
- Restructuring
- Capital structure analysis
- Building financial models (pro-forma models)
- Discounted cash-flow analysis
- Estimated cost of capital (cost of equity, cost of debt and weighted average cost of capital)
- EVA
- Market multiples
- Value driver analysis
- Free-cash flow
The seminar takes a "hands-on" approach to learning corporate finance rather than focusing on the theory.
- Financial Analysts, Planners and Decision Makers in corporations
- Management Executives
- Corporate and Commercial Bankers
- Accountants
- Members of Corporate Finance and M & A teams
- Strategic Planning Executives
- Corporate Treasury Executives
- Management Consultants
- Lawyers or Legal Advisors
- Financial and Investment Analysts
- Investment Managers
KEY BENEFITS OF ATTENDING
- Learn or update fundamental valuation skills.
- Acquire Excel skills to develop consistent financial forecasting and valuation models.
- Get behind key valuation issues, like the determination of the time horizon to use and growth in perpetuity.
- Understand how to analyse synergies from internal or external restructuring.
- Understand how to apply valuation modelling to M&A analysis, IPOs and value-based management.
- Build on existing knowledge of various security valuation techniques.
- Master methods to calculate the cost of capital.
- Identify appropriate valuation techniques to use for different situations.
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OVERVIEW OF VALUATION AND THE CHALLENGES IN MODELLING
We will review the alternative models that can be used to value a company, including both traditional and more contemporary modelling approaches. Using Excel we will build a pro-forma model that establishes the relationships between the balance sheet, income statement and free cash flows of a company. We will illustrate how the value drivers for the company can be derived and we will show how to value a company using the free cash flow (FCF) method. Finally, using the model we will analyse and value a company using value driver/free cash flow information.
a. Review of the Alternative Valuation Approaches
b. Review of Traditional Methods using Multiples and How to Model them in Excel for Fundamental Analysis, i.e.
- Price/Earnings
- Enterprise Value/EBITDA
- Price/Book
- Problems of modelling using traditional methods and the underlying principles of financial economics
c. Free Cash Flow (FCF) Modelling in Perspective
- Overview of FCF modelling, including identification of key issues:
- Different approaches - entity and equity valuations
- Value drivers and value driver estimation
d. How to Build a High Level 2-Stage FCF Model in Excel
- Valuing the free cash flow profile
- Terminal value estimation
- Cost of capital estimation
- Estimating the marketable securities and the value of the debt
- Whole firm valuation and equity valuation
CASE: Building a 2-Stage FCF Model in Excel for Evode
e. Review of Commercially Available Software for Modelling FCF
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ADVANCED FCF VALUATION MODELLING
We will look at key issues associated with developing the FCF profile, time horizon estimation, terminal value estimation and cost of capital that have a material impact upon the results obtained from FCF modelling. We will develop our Excel model from day 1 to incorporate cost of capital assumptions, different terminal value approaches and the iteration of capital structure. We will review the different approached that can be used to estimate the explicit time horizon used for purposes of forecasting and the application of a 3-stage valuation model.
a. Estimating the Weighted Average Cost of Capital (WACC) - Key Requirements:
- Cost of different types of capital
- Cost of equity:
- Accounting estimates - earnings approaches
- Dividend Valuation Model (DVM) and the importance of dividends
- Capital Asset Pricing Model (CAPM) - risk free rate, betas and equity risk premium
- Cost of debt
- Yield to redemption and credit spread
- Corporate taxation
- Understanding gearing/leverage and capital structure
CASE: Developing the Model to Calculate the Cost of Capital for Evode
b. Understanding the Business Model and the Strategic Perspective
- Relationship between return on capital and the cost of capital
- Key definitions and relationships - planning period, competitive advantage and growth duration
c. Methods for Estimating the Competitive Advantage Period (CAP)
- Estimating terminal value - review of approaches
- Market multiple
- Asset-based
- Discounted cash flow
CASE: Valuing a Telecoms IPO Jordan Telecom:
- Determining the cost of capital
- Identifying comparable companies
- Extracting information from comparable companies to estimate value
- Estimating value using free cash flows and using MICAP
- 3-stage valuation modelling
- Issues in calculating premiums, discounts and the intrinsic price
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MERGERS & ACQUISITIONS (M&A), MULTI BUSINESS ANALYSIS & VALUING BUSINESS OPERATIONS
We will use the DCF model we have developed to assess the operating synergies from an acquisition. We will apply empirical methods to estimate a firmĖs cost of capital. We will then refine the model to include the measurement of the cost of capital and we will use the model to determine one perspective of the optimal capital structure of the acquisition. We will develop our DCF model to value debt capacity and perform the analysis of a leveraged acquisition. Using the model we will determine the optimal financing for the acquisition. Finally, we will apply empirical methods to estimate the cost of capital of the different business units.
a. Mergers and Acquisition (M&A) Analysis:
- Review of key issues in M & A analysis
- Understanding the strategic and competitive context
- Undertaking a stand-alone valuation
- Undertaking a valuation from different perspectives
- Overview of modelling issues re Mergers and Acquisitions (M&A)
- Drawing upon the key experience of M&A research
- Synergy estimation, control premium and acquisition pricing
CASE: Laporte Acquisition of Evode:
- Assessing the value from different perspectives
- Using value driver analysis to understand the deal dynamics
- Understanding the issues in pricing and negotiating the deal
CASE: Estimating the Cost of Capital and Value of TWC:
- Estimating the cost of capital for business units
- Estimating the business unit cost of capital
- Peer group analysis and benchmarking
- Applying peer group analysis
- Valuing the business units
- Estimating a target capital structure
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MODELLING FOR INTERNAL ANALYSIS - MANAGING FOR VALUE AND VALUE BASED MANAGEMENT (VBM)
We will review the link between valuation and performance measurement with particular reference to the link between Free Cash Flow, Economic Value Added and Market Value Added. We will develop our Excel model to incorporate EVA? and MVA analysis and we will show the impact of financial economic adjustments upon the results and their interpretation. We will review modelling within a VBM setting and review a 10-step approach for implementing VBM
a. What is meant by VBM and Link Between Value and Performance Measurement
b. Performance Measurement and Economic Value Added (EVA?)
- EVA? and Market Value Added (MVA)
- Calculating and interpreting EVA?
- Calculating and interpreting MVA
- Linking EVA? and MVA to other valuation approaches
- Assessing the effect of value based adjustments
CASES: Calculating and Interpreting EVA? and Market Value Added (MVA)
c. Modelling within a Value Based Management Setting
d. Review of a 10-Step Approach for Implementing Value Based Management:
- What is the managerial interpretation of your current value in the market?
- What is influencing it, i.e. what are the key value drivers?
- What are the apparent managerial actions for improvement and what are their impacts?
- In light of 3., what should be the new vision?
- What is the value of the new vision?
- How does the vision translate into customer, shareholder and other relevant perspectives for the organisation?
- How does the organisational vision look in terms of divisions/business units?
- What is the divisional value?
- What are the key divisional value drivers?
- What do these divisional value drivers look like in terms of the micro drivers and key performance indicators (KPIs)?
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Financial Restructuring
Plan, evaluate and monitor all financial aspects of the restructuring process.
- Develop a detailed understanding of portfolio, management and financial restructuring
- Identify, assess and manage the risks associated with restructuring
- Acquire an understanding of buy outs, leveraged recapitalisations and debt: equity swaps
- Assess the debt capacity and potential for refinancing
- Use strategic value analysis (SVA) to value a company
- Understand the importance of the cost of capital and peer group analysis
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| FINANCIAL TECHNIQUES FOR RESTRUCTURING
Course Objectives
The recent economic volatility in Asia has forced many companies to undertake restructuring as a strategic option in order to remain operational. However, with the region presently enjoying renewed optimism, new opportunities are once again presenting themselves. In order to be effectively positioned to take advantage of these opportunities, organisations will have to once again undergo change. With this in mind and drawing on extensive experience with restructuring processes, Roger Mills and Euromoney have composed this comprehensive training program. The course will lead you through the different phases of the restructuring process: situation audit, planning, evaluation and monitoring. The financial techniques and concepts for each of these phases will be explained, discussed and applied through case studies, exercises and computer simulations.
On completion of this course attendees will:
- Master all financial techniques for planning, evaluating and monitoring restructuring processes
- Have an in-depth knowledge of portfolio, management and financial restructuring
- Be able to identify, assess and manage the risks associated with restructuring
- Have a detailed understanding of buy outs, leveraged recapitalisations and debt: equity swaps
- Be able to assess the debt capacity and potential for refinancing
- Know how to apply strategic value analysis (SVA)
- Understand the significance of cost of capital and peer group analysis in the restructuring process
Course Methodology
The teaching method will emphasise practical applications of financial techniques. The focus is on blending theory and practice to provide participants with a sound grounding in the full range of financial techniques that may be applied when involved in a restructuring situation.
Teaching methods will include:
- Lectures
- Examples and practical exercises
- Case studies
- Computer simulations
- A guest presentation
The last day of the course will focus on a major real-life restructuring case study. Using their newly acquired techniques, delegates will be asked to identify potential sources of benefit from restructuring a multi-business operation by assessing the financial health of the business portfolio. This conglomerate is an acquisition target with a value gap between the bid price and the current share price. Delegates will make extensive use of customised computer based spreadsheets.
Who will benefit from this course?
This course has been designed for all business and finance professionals (potentially) involved in restructuring processes, either directly or indirectly.
- CFOs and financial directors
- MDs and CEOs
- Corporate finance managers and treasurers
- Advisors including bankers, lawyers, accountants, tax specialists
- Management consultants in the areas of restructuring and corporate finance
- Members of M&A teams and other investment bankers
- Analysts
- Auditors
- Market regulators and government agencies involved in privatizations
- Corporate bankers and lenders
Course Director Dr. Roger Mills
Roger Mills is Professor of Accounting and Finance at Henley Management College in England where he is Head of the Accounting and Finance Faculty. He has a First Degree in Psychology, Sociology and Economics, a Masters Degree in Management Studies and a Ph.D. in Finance. He trained as an accountant in industry and is a Fellow of the Chartered Institute of Management Accountants (FCMA), a Fellow of the Chartered Institute of Secretaries and Administrators (FCIS), and a Fellow of the Association of Corporate Treasurers (FCT). He is the co-author of a number of books on accounting and finance, and is the author of numerous articles in practitioner-oriented journals like Management Accounting, the Treasurer, the Journal of General Management.
Professor Mills has undertaken numerous consultancy assignments within the computer, financial services and banking industries. His particular areas of specialisation are strategic financial and value analysis, corporate finance, business valuation, merger and acquisition analysis and corporate restructuring. He has delivered programs on these and other finance related subjects in Hong Kong, Singapore, Malaysia, Brazil, Russia, United States of America, Norway, Switzerland, France, Denmark, Estonia, Hungary, Nigeria, South Africa, Spain, Germany and New Zealand.
The Euromoney Certificate
Delegates who successfully complete this course will receive the prestigious Euromoney Training Certificate, a statement of excellence recognised worldwide.
Course Times
Registration is at 8.30am on day one. The course begins at 9.00am & concludes at approximately 5.00pm daily.
COURSE AGENDA
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Restructuring in Perspective
Introduction
- What is restructuring?
- Forms of restructuring
- Portfolio
- Management
- Financial
- Pressures to restructure
- Business turbulence
- Debt problems
- The imperative to manage risk and the risk-return relationship
- Restructuring within an Asian context - central role of M&A
Framework for Restructuring
- Plan
- Taking stock today - position audit
- Identifying, assessing and managing risk
- Establishing strategic direction
- Determine the restructuring mix
- Evaluate
- Monitor
Taking Stock Today- Position Audit
- Assessing financial statements and financial statement analysis
- Assessing vulnerability - financial ratios, Z scoring and A scoring
Case Study
- Cash flow analysis
- Evaluating returns to shareholders and assessing the cost of capital
- Valuing the business and its parts value metrics and value drivers
Exercise
Identifying, Assessing and Managing Risk
- Risk and uncertainty
- Types of risk and risk classifications
Exercise
- Risk management framework - identification, measurement; management/monitoring, assigning accountability
- Approaches for the treatment of risk in the appraisal process
Risk Assessment Exercise
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Strategic Assessment, Portfolio Valuation and Organisational Restructuring
Strategic Assessment and Direction
- Frameworks for strategic assessment
- Understanding distinctive capabilities
- Applying strategic assessment frameworks
- Understanding value perspectives
Case Study
Types of Portfolio Restructuring
- Liquidations
- Divestitures
- Asset sales
- Spin-offs
Measuring the Value of the Portfolio
- Understanding the value of a portfolio
- Understanding conglomerate discount
- Assessing the value of the parts
- Portfolio restructuring and the application of M&A analysis
Case Study - Computer-Based Group Work
Evidence on the Benefits of Portfolio Restructuring
Forms of Organisational Restructuring
- Redrawing divisional boundaries
- Flattening hierarchies
- Reducing product diversification
- Revising compensation
- Streamlining processes
- Changing business unit structures
- Downsizing the business
Exercise
Evidence on the Benefits of Organisational Restructuring
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Financial Restructuring
Introduction to Forms of Financial Restructuring
- Buy Outs
- Leveraged recapitalizations
- Debt: equity swaps
- Contemporary developments
Buy Outs
- Introduction to Buy Outs
- Management Buy Outs (MBOs)
- Management Buy Ins (MBIs)
- Leveraged Buy Outs (LBOs)
- Evaluating a Buy Out - key variables
- Evaluating a Buy Out candidate - profile characteristics
- Structuring a Buy Out
Leveraged Recapitalisations
- Basic principles
- Advantages/disadvantages
Debt: Equity Swaps
- Basic principles
- Advantages/disadvantages
Contemporary Developments: Principal Finance
- Basic principles
- Experiences to date
Opportunities in Asia
Understanding the Cost of Capital for the Business and its Parts
- Measuring the cost of capital - review of general principles
- Cost of equity - Capital Asset Pricing Model (CAPM) and beta analysis
- Cost of debt
- Capital structure - understanding the debt: equity mix and estimating the mix in practice
- Estimating business unit costs of capital
Case Study - Computer-Based Group Work
Evidence on Financial Restructuring
Guest Presentation
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Determining the Restructuring Mix
Issues in Determining the Restructuring Mix
Major Restructuring Case Study - Computer-Based Group Work
A real-life case involving the bid for a multi-business operation for which there is a value gap between the bid price and the current share price.
In general, the case involves the assessment of the financial health and the value of the business portfolio using a computer-based spreadsheet to identify the potential sources of benefit from restructuring.
Specifically, it involves:
- Estimating the business unit cost of capital - peer group analysis and benchmarking
- Portfolio assessment and applying peer group analysis
- Identifying the value of the various parts of the business
- Assessing debt capacity and the estimating the potential for refinancing
- Estimating potential debt using a bottom-up approach.
Pulling it all together:
Course Review
Please note: Delegates should bring a good financial calculator to the course. The Hewlett Packard HP-B series are recommended.
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CFOs Workshop
A Unique Course Tailored to meet the Specific Needs of Top Finance Professionals, Finance Directors, Financial Controllers, Financial Analysts & Management Accountants.
- Examine recent trends in performance measurement and cost management
- Understand how to link value and performance using Economic Value Added (EVA) analysis
- Apply the latest techniques for estimating the real cost of capital
- Understand the importance of shareholder value in managing organisations of all types to create value
- Review the Balanced Scorecard and quality modeling for linking the demands of the customer with those of other stakeholders
- Analyse the latest principles in Value Based Management and Strategic Value Analysis
Financial Controllers & Finance Directors Course
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Increasing global competition, new business opportunities, technological advancements, better-cost control, shorter product and market cycles, together with the recent economic turbulence, are all putting added pressure and responsibility on Financial Managers in the Asia Pacific.
As well as effectively meeting these challenges, Financial Managers must also increasingly shoulder the pressure of measuring and controlling the Cost of Capital and creating Shareholder Value, which, to be completed successfully, require a comprehensive understanding of new and innovative techniques. EuromoneyĖs Financial Controllers & CFOs Workshop will examine in detail these and other important aspects of the Financial Manager's duties, including strategic cost management, performance measurement and advanced budgeting.
An effective finance function must work alongside management as business partners and become a core advisor in key corporate strategies and decision-making. This comprehensive 4-day course will show you exactly how this can be done.
Teaching Methods
This is an intensive and interactive training workshop that combines formal lecture sessions with practical case study exercises wherever possible, ensuring that delegates leave with a comprehensive understanding of the topics discussed.
Increase Your Understanding of the Following Important Areas
- Value Based Management
- Performance Measurement
- Balanced Scorecard
- Process Focused Management
- Target and Strategic Cost Management
- Shareholder and Strategic Value Analysis
- Cost of Capital Analysis
Who Should Attend?
- Financial Controllers
- Finance Directors/CFOs
- Accountants
- Financial Analysts
- Financial / Strategic Planners
- Chief Financial Officers
- Treasurers
- Internal and External Auditors
- Management Consultants
- Corporate Bankers
- Tax Specialists
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Measuring the Value of Your Business
The future of the Finance Function and the Role/ Responsibilities of the Finance Specialist
Why Valuation is Important to the Finance Specialist
Alternative Valuation Approaches
Shareholder Value and its Relevance to all Businesses
Review of Alternative Shareholder Value Methods
- SVA (Strategic Value Added)
- Economic profit/EVA (Economic Value Added)
Issues in choosing the right value metric for your business.
Importance of understanding value drivers and key performance indicators (KPIs) and their importance.
Applying strategic frameworks to determine the planning period.
The importance of residual value and issues in estimating residual value.
Applying Strategic Value Analysis (SVA)
- Project appraisal
- Mergers & acquisitions
- Joint ventures
- Business valuation
How to Develop a Valuation Model for your Business
Making the most Effective use of Valuation Modelling
Valuation Modelling in Practice - Review of Company Practices
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Managing for Value and Introduction to Value Based Management (VBM)
What is meant by VBM?
Key VBM Concerns of the Finance Specialist:
- Estimating relevant planning horizons and understanding the measurement of competitive advantage
- Strategic frameworks and Porter's 5 forces model
- Market implied analysis
- Estimating terminal values and understanding the link with competitive advantage assessment
- Terminal value estimation methods
- Understanding growth in perpetuity
- Use of multi stage valuation models
- Estimating shareholder requirements and the importance of the cost of capital
- Estimating the cost of capital
- Key components
- Cost of equity
- Cost of debt
- Proportion of debt and equity
- Estimating the corporate cost of equity
- Dividend valuation
- Risk return approaches
- The Capital Asset Pricing Model (CAPM)
- Issues in estimating the cost of equity
- Emerging markets
- Asian perspective
- Estimating the cost of equity for business units
- Use of peer group analysis
- Estimating the cost of debt and debt/equity weightings
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Performance Measurement
Conventional Methods of Performance Measurement
- Return on Assets (ROA) and the Dupont ratio pyramid
- Cost management and asset utilization
- Activity Based Costing and Activity Based Management
Performance Measurement and Economic Value Added
- Importance of performance measurement
- Review of Economic Value Added (EVA) and Market Value Added (MVA)
- Linking EVA and MVA to other valuation approaches
- Effect of value based adjustments
Case study - Using Strategic Value Analysis, EVA and MVA Discounted Cash Flow
Pulling it all together:
Case Study Linking Performance Measurement and Valuation
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Performance Measurement and VBM Implementation
The Balanced Scorecard and Performance Measurement:
- Introduction to the Balanced Scorecard:
- Customer perspective
- Internal perspective
- Feedback/learning perspective
- Financial perspective
- Understanding the relationship between customer needs, internal processes, learning and financial performance
Exercise: Developing a Balanced Scorecard
Market Focused Costing and Target Cost Management
- Introduction to and review of market focused cost management approaches
- Importance of target cost management thinking
- Applying target cost management
- Cost considerations in an internationally competitive environment
Beyond Budgeting
- Link with valuation and performance measurement
- Link with strategic direction - activity and resource plans are derived coherently from business strategies
Implementing Value Based Management
- Importance of value based management
- Review of the 10-Step Approach for implementing value based management:
- What is the managerial interpretation of your current value in the market?
- What is influencing it, i.e. what are the key value drivers?
- What are the apparent managerial actions for improvement and what are their impacts?
- In light of 3., what should be the new vision?
- What is the value of the new vision?
- How does the vision translate into customer, shareholder and other relevant perspectives for the organisation?
- How does the organisational vision look in terms of divisions/business units?
- What is the divisional value?
- What are the key divisional value drivers?
- What do these divisional value drivers look like in terms of the micro drivers and key performance indicators (KPIs)?
Examples of implementation
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Expert Techniques for Merger and Acquisitions |
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Expert Techniques for Merger and Acquisitions
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Valuation: Strategic Issues & Techniques
Introduction to Mergers and Acquisitions
- Merger and acquisition update
- Applications of merger and acquisition techniques, i.e. for joint ventures, demergers, restructuring opportunities and unbundling, buy-outs, and privatisation
Motives for Acquiring
- Strategic issues
- Framework for estimating synergies
Valuing Acquisition Targets using Traditional Methods
- Review of traditional valuation methods
- Price/Earnings
- Enterprise Value/EBITDA
- Price/Sales
- Market-to-Book
- Asset Valuation
- Comparable Transactions
- Discounted Cash Flow - Net Present Value and Internal Rate of Return
- Importance of understanding the impact of creative accounting and differences in national accounting practices
- Limitations of traditional approaches
Case study - Applying Traditional Valuation Techniques to a Real-Life Acquisition Target
Valuing Acquisition Targets using Modern Valuation Methods
- Discounted cash flow and Strategic Value Analysis
- Understanding and calculating free cash flow
- Value driver analysis and applying free cash flow analysis to business valuation
- Importance of residual value
- Linking traditional and modern approaches
- Developing and using a financial model to evaluate prospective targets
Case study - Valuing an Acquisition Target using Strategic Value Analysis
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Key Valuation Issues, Defending a Bid, Due Diligence, and Negotiating the Deal
Key Valuation Issues
- Assessing the explicit forecast period and competitive advantage
- Residual (terminal) value estimation
Analysing and Defending a Bid
- Potential defences to a bid
- Defences used in practice - a review
Due Diligence
- Review of due diligence - legal, accounting, management and environmental issues
- Linking commercial due diligence with value driver analysis
Negotiating the Deal - the Negotiation Process
- Understanding the negotiation process
- Negotiation tactics for closing the gap
- Managing the negotiation environment
- Team selection issues
Assessing Synergies
- The strategic context
- Importance of understanding different perspectives - control premium, valuation of synergies, and perspective
- The synergies framework - operating, financing and tax
- Valuing the acquisition target with operating synergies
Case Study - Applying the Synergies Framework
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Financing Issues, the Cost of Capital, Assessing Financing Synergies and the Optimal Capital Structure Issues in Financing Mergers and Acquisitions
- Financing internally
- Raising external finance - issues associated with debt and equity
The Cost of Capital
- Importance of the cost of capital
- Determining the Equity cost of capital and the price of risk
- Capital Asset Pricing Model (CAPM)
- Beta analysis, interpretation and adjustment
- Issues associated with the risk free rate and the equity risk premium
- Effect of debt and taxes on the cost of capital
- Weighted Average Cost of Capital (WACC)
Case study - Estimating the Corporate Cost of Capital for a Real-Life Company
Estimating the Cost of Capital for Business Units/Private Companies
- Issues in estimating the business unit cost of capital
- Peer group analysis and benchmarking
- Using the principles of corporate finance
Case study - Estimating the Business Unit Cost of Capital
Valuing a Multi-Business Unit Target - Major Computer Based Case Study that Involves:
- Identifying the value of the various parts of the business
- Applying peer group analysis
- Debt capacity, financing synergies, and estimating the potential for refinancing
- Target's perspective and potential defences
- Negotiating the deal
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Emerging Market Considerations, Performance Measurement and Acquisition Integration
Estimating the Cost of Capital in Emerging Markets
- Alternative approaches
- Practical considerations
Case study - Estimating the Cost of Capital in an Emerging Market
Performance Measurement and Economic Value Added
- Importance of performance measurement
- Review of Economic Value Added (EVA?) and Market Value Added (MVA)
- Linking EVA? and MVA to other valuation approaches
- Use of EVA? and MVA in acquisition analysis and integration
Case study - Using Strategic Value Analysis, EVA? and MVA
M&A Integration
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Essentials of Valuation Analysis |
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Essentials of Valuation Analysis
Following the resounding success of Dr Roger Mills globally, we are pleased to announce that he is now offering programmes directly to the financial Community. The following programme on Essentials of Equity Analysis is a must for the financial practitioner. Dr Roger Mills specialises in programmes designed to get you to carry out as well as understand key issues that your corporation is facing.
This programme is relevant to:
- Financial Analysts
- Treasurers
- Accountants
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- Project Financiers
- CFOs
- M&A Advisors
- Corporate Analysts
- Treasury Planners
- Risk Managers
- Finance Managers
Please bring your laptop.
Essentials of Valuation Analysis
The success of all corporate transactions whether internally as part of a managing for value (sometimes called value based management) programme, or externally for purposes of acquisition, merger, divestment, buy-out, depends upon putting an accurate value on the corporate entity involved. This course explains the underpinnings of the concepts, principles and techniques of corporate valuation and provides the foundations for the 2-Day Essentials of Valuation Analysis Programme.
This programme is being provided by Dr Roger Mills an expert in company valuation who has consulted to numerous global companies over the last few years.
The Course Outline
The number of valuation techniques available is more numerous and complex than ever before. How do you decide between? This training course will give you a solid understanding of:
- The techniques available
- Key issues in their application and common errors made in practice, and
- How to apply them to:
- IPOs
- M&A, or restructuring
- Banks for which regulatory constraints apply
- New economy businesses, e.g. relating to the valuation of high technology companies will be considered, as well as conventional old economy businesses
- Value Based Management and how valuation principles can be applied to managing the business for value
- Cross-border situations
- Emerging markets
- Intangible assets
This course will develop your valuation skills, enable you to identify and implement appropriate techniques and enable you to understand common errors made by practitioners.
About This Course
This training course has been specifically designed to cater to delegate requests for an intermediate programme. It will provide a thorough look at valuation techniques and participants should have a solid understanding of basic valuation techniques such as Net Present Value (NPV) and Internal Rate of Return (IRR) prior to the course. The programme will use case study examples to build and explain in more detail the necessary models for business valuation. Many of the case studies used are computer-based, so please bring your laptop.
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Valuation Techniques and Valuation Modelling
Course Introduction and Overview
- Developments in valuation techniques
Review of Valuation Techniques
- Conventional accounting methods - review and key issues in application
- Price/Earnings and Enterprise Value/ Earnings Before Interest Tax Depreciation and Amortisation (EBITDA)
- Market-to-Book
- IRR, pure and modified (MIRR) and NPV
- FCF (Free Cash Flow)
- Economic Value Added (EVA?) and Market Value Added (MVA)
- Real Options
Case Studies - Applying Valuation Methods
Valuation Modelling
- Commercially available models versus home grown
- Key issues to consider when using valuation models
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Company and Equity Valuation Techniques |
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Company and Equity Valuation Techniques
The success of all corporate transactions whether internally as part of a managing for value (sometimes called value based management) programme, or externally for purposes of acquisition, merger, divestment, buy-out, depends upon putting an accurate value on the corporate entity involved.
This course explains the concepts, principles and techniques of corporate valuation and shows participants how they can be applied in practice. To benefit fully from this course, some understanding of accounting concepts and applications is necessary; if you do not have this, we suggest that you attend ''The Essentials of Valuation Analysis'' course, which takes place immediately prior to this.
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This briefing will also provide you with an understanding of circumstances when valuations are necessary, the concept of shareholder value, the crucial difference between cash and accrual accounting, the main valuation techniques and how they are used, the options for raising finance, how to structure financial packages, the practical aspects of public company takeovers, and the skills to value a private company for sale.
This programme is being provided by Dr Roger Mills an expert in company valuation, and has consulted to numerous global companies over the last few years.
The Course Outline
The number of valuation techniques available is more numerous and complex than ever before. How do you decide between? This training course will reinforce your understanding of:
- The techniques available
- Key issues in their application and common errors made in practice, and
- How to apply them to:
- IPOs
- M&A, or restructuring
- Banks for which regulatory constraints apply
- New economy businesses, e.g. relating to the valuation of high technology companies will be considered, as well as conventional old economy businesses
- Value Based Management and how valuation principles can be applied to managing the business for value
- Cross-border situations
- Emerging markets
- Intangible assets
This course will develop your valuation skills, enable you to identify and implement appropriate techniques and enable you to understand common errors made by practitioners.
About This Course
This training course has been specifically designed to cater to delegate requests for an intermediate/advanced programme. It will provide a thorough look at valuation techniques and participants should have a solid understanding of basic valuation techniques prior to the course. The programme will use case study examples to build and explain in more detail the necessary models for business valuation, many of which are computer based so please bring your laptop.
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Valuation Technique Applications - IPO and Merger and Acquisition Analysis
Introduction and Key Valuation Issues Associated with:
- IPOs
- Mergers and Acquisitions (M&A) and restructuring
Case Study - IPO Analysis
- Valuation techniques appropriate to IPO analysis
- Developing a DCF model for analysis
- Estimating cash flow growth
- Challenges in estimating the cost of capital
- Approaches for challenging IPO valuations
Case Study - M&A and Restructuring
- Valuation techniques appropriate to M&A analysis
- Meeting the challenges of sum of the parts valuation
- Estimating the cost of capital for business units
- Estimating the business unit cost of capital
- Peer group analysis and benchmarking
- Applying peer group analysis
- Valuing the business units
- Estimating a target capital structure
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Applications - Bank Valuation, Value Based Management (VBM) and Emerging Market Valuations
Bank Valuation
- Why banks and financial institutions need to be viewed differently from other businesses
- How valuing banks differs
- Brief review of conventional valuation measures for bank valuation
- Review of discounted cash flow approaches for undertaking the valuation of a bank
Case Study - Valuing a Bank
Understanding the strategic and competitive context
- Undertaking a stand alone valuation
- Undertaking a valuation from different perspectives
Managing for Value (MfV), Value Based Management (VBM) and Economic Value Added (EVA?)
- What is meant by MfV and VBM
- Link between value and performance measurement and why it is important
- Conventional Methods of Performance Measurement
- Performance Measurement and Economic Value Added (EVA?)
- Reminder of EVA? and Market Value Added (MVA)
- Linking EVA? and MVA to other valuation approaches
- Effect of value based adjustments
Emerging Market (EM) Valuations
- What is different about emerging market valuations
- What are the key issues:
- Obtaining relevant and meaningful data for emerging market valuations
- Problems of availability/existence
- Problems of robustness
- Ability to apply some valuation methods
- Problems with obtaining benchmarks in relation to:
- Risk
- Cost of capital
- Cash flows
Case Studies - Involving Emerging Market Valuations
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