Mergers & Acquisitions - M&A, Valuation & Selling a Company

The instructor, John Colley, welcomes participants to his corporate finance, mergers, and acquisitions course focused on selling companies.

He has nearly 30 years of international investment banking experience and is excited to share his knowledge.

The course will be a comprehensive resource for corporate finance knowledge, covering a wide range of topics in depth.

He will start with an introduction and a lighthearted overview of the M&A process, followed by a crash course in valuation.

The course includes sections on preparing and selling a company, marketing the business, and key issues in buyouts and negotiations.

The instructor, with over 30 years of investment banking experience, shares his perspective on mergers and acquisitions (M&A).

He emphasizes that M&A is a complex subject best taught through experience, not textbooks.

He highlights the importance of understanding the business cycle, capital needs, and the role of M&A in realizing value for entrepreneurs.

The instructor discusses the key steps in both buy-side and sell-side processes, the importance of sector focus, and the need for strategic advice.

He also stresses the necessity of having a strong network, marketing skills, and negotiation expertise.

A PDF of the Slide Deck is available to download from the Resources Section of this lecture.

A PDF of the Slide Deck is available with this lecture.

The instructor spends time explaining the M&A process in detail to ensure participants understand the transaction's structure and flow.

He emphasizes the importance of explaining the process clearly to clients, especially those new to M&A, to manage their expectations regarding complexity and duration.

Key steps include developing an acquisition strategy, setting search criteria, making an initial approach, valuing the business, negotiating the deal, conducting due diligence, drafting the sale and purchase contract, securing acquisition finance, and closing the deal.

He highlights the importance of having motivated sellers and emphasizes that experience is crucial in anticipating and managing potential problems.

A PDF of the Slide Deck is available to download from the Resources Section of this lecture.

In response to a student question, here is an overview of the Mergers and Acquisitions process from initial strategy to deal closing.  The detailed steps are:

1. Acquisition Strategy

2. Search Criteria

3. Long List

4. Initial Approach

5. Valuation

6. Negotiate and LOI

7. Due Diligence

8. Sale and Purchase Contract

9. Acquisition Finance

10. Closing and Post Deal Implementation

The following quiz questions are designed to test your understanding of the distinctions between acquisitions and mergers, using the Microsoft-LinkedIn acquisition and the Dell Technologies-EMC merger as case studies.

Carefully read each question and choose the most appropriate answer based on the lecture content.

The term "mergers and acquisitions" (M&A) refers to the combination of companies or business assets.

It has been widely used in business parlance for the past 20 to 30 years.

M&A can involve different types of transactions.

A merger occurs when two companies of roughly equal size come together to form a new entity.

An acquisition happens when one company takes control of another.

A consolidation involves a company acquiring multiple smaller companies to dominate a fragmented market.

A tender offer is when a company offers to buy shares of a public company, often bypassing management.

Asset purchases involve acquiring a company's assets without its liabilities.

Management acquisitions, or buyouts, occur when senior management, often backed by financial investors, takes control of a company.

These are the primary types of deals in M&A, and they will be explored in more detail.

A PDF of the Slide Deck is available to download from the Resources Section of this lecture.

The following quiz questions are designed to test your understanding of the key concepts related to mergers and acquisitions discussed in the lecture.

Each question has three possible answers, and you need to select the correct one. Detailed explanations are provided for each option to help you understand why it is correct or incorrect.

The instructor explains the difference between a merger and an acquisition, noting that these terms are often used interchangeably but have distinct meanings.

A merger occurs when two companies of comparable size join forces to create a new joint business, often called a "merger of equals."

Negotiations determine the value split, and both sets of shareholders must approve the deal.

An acquisition, however, involves one company taking control of another, typically without creating a new entity.

The target company becomes a wholly-owned subsidiary of the acquiring firm, which may pay in cash, stock, or a combination.

A PDF of the Slide Deck is available to download from the Resources Section of this lecture.

4o

The following quiz questions are designed to test your understanding of the differences between mergers and acquisitions as discussed in the lecture.

Each question has three possible answers, and you need to select the correct one. Detailed explanations are provided for each option to help you understand why it is correct or incorrect.

The instructor explains why companies merge, noting that a merger is a mutual agreement to combine two business entities, often creating a new corporate entity.

He outlines core reasons for mergers, including expansion into new products or markets, gaining market share, eliminating duplicated costs (synergies), and growing revenues and profits.

He describes five main types of mergers: conglomerate (unrelated businesses combining), congeneric (complementary products in the same market), market extension (same products in different markets), horizontal (same industry and products), and vertical (different levels in the supply chain).

Each type of merger has distinct strategic benefits and rationales.

A PDF of the Slide Deck is available to download from the Resources Section of this lecture.

The following quiz questions are designed to test your understanding of why companies merge and the different types of mergers.

Each question has three possible answers, and you need to select the correct one.

Detailed explanations are provided for each option to help you understand why it is correct or incorrect.

The instructor explains why companies make acquisitions, noting that an acquisition happens when one company takes control of another, typically by acquiring more than 50% of the target company's shares.

He mentions that smaller companies can buy larger ones in a reverse takeover to go public without an IPO.

Reasons for acquisitions include achieving economies of scale, increasing market share, entering new markets, acquiring new products or technology, and gaining expertise.

He differentiates between takeovers and acquisitions, noting that takeovers have hostile connotations, while acquisitions imply agreement.

Hostile deals involve persuading shareholders despite management's opposition, while friendly deals involve management agreement.

Accretive deals increase earnings per share, while dilutive deals decrease them.

A PDF of the Slide Deck is available to download from the Resources Section of this lecture.

The following quiz questions are designed to test your understanding of why companies make acquisitions and the various concepts related to acquisitions.

Each question has three possible answers, and you need to select the correct one.

Detailed explanations are provided for each option to help you understand why it is correct or incorrect.

The instructor discusses various strategies and reasons behind mergers and acquisitions (M&A).

He emphasizes the importance of understanding how a deal benefits a company and being able to articulate this rationale.

He explains the difference between mergers, where companies combine into a new entity, and acquisitions, where one company takes control of another.

He covers twelve M&A strategies, including economies of scale, reducing competition, expanding total addressable market, vertical integration, horizontal merger, concentric merger, conglomerate merger, entering new geography, talent acquisition, acquiring rare corporate assets, accelerating roadmap, and roll-up strategies.

Each strategy is illustrated with examples to clarify the rationale behind transactions.

A PDF of the Slide Deck is available to download from the Resources Section of this lecture.

The following quiz questions are designed to test your understanding of merger and acquisition strategies.

Each question has three possible answers, and you need to select the correct one.

Detailed explanations are provided for each option to help you understand why it is correct or incorrect.

The instructor explains the concept of synergies in mergers and acquisitions (M&A), noting that synergies refer to the benefits from combining two businesses.

These can be categorized into revenue enhancement and cost savings, which improve profitability.

He discusses how synergies can lead to faster growth, competitive advantage, market leadership, and tax benefits.

Staff reductions and economies of scale are common synergies, alongside acquiring technology, intellectual property, and skilled personnel.

Market reach, improved marketing distribution, and better access to capital are additional benefits.

He emphasizes that while synergies are often touted, they may not always materialize as expected.

A PDF of the Slide Deck is available to download from the Resources Section of this lecture.

The following quiz questions are designed to test your understanding of synergies in mergers and acquisitions.

Each question has three possible answers, and you need to select the correct one.

Detailed explanations are provided for each option to help you understand why it is correct or incorrect.

The instructor discusses the various advisory players involved in the mergers and acquisitions (M&A) market.

He explains that investment banks play a central role, providing underwriting, financial advisory, brokering, deal structuring, and process management services.

Law firms handle legal documentation, legal due diligence, and cross-border legal issues.

Audit and accounting firms manage financial and accounting due diligence, valuation, working capital, and tax issues.

Consulting and advisory firms, though not always present, offer strategy advice, target identification, business due diligence, and valuation insights.

Both the buyer and the target company typically have their own sets of advisors involved in the process.

A PDF of the Slide Deck is available to download from the Resources Section of this lecture.

The following quiz questions are designed to test your understanding of the key advisory players in the mergers and acquisitions (M&A) market.

Each question has three possible answers, and you need to select the correct one.

Detailed explanations are provided for each option to help you understand why it is correct or incorrect.

The instructor explains the basics of acquisition finance, emphasizing the role of the advising investment bank in arranging financing for mergers and acquisitions (M&A) deals.

He highlights that deals can be financed with equity, debt, or a combination of both.

Cash financing can come from bank debt, loans, or the buyer's existing cash reserves, while equity financing involves issuing stock.

Debt financing can be complex, involving different tranches like senior, junior, and mezzanine debt, each with varying risk profiles and coupon rates.

Sources of finance include the buyer’s assets, issuing new shares, bank loans, and third-party financial investors like private equity.

A PDF of the Slide Deck is available to download from the Resources Section of this lecture.

The following quiz questions are designed to test your understanding of the basics of acquisition finance as covered in this lecture.

Each question has three possible answers, and you need to select the correct one.

Detailed explanations are provided for each option to help you understand why it is correct or incorrect.

The instructor explains how companies are valued in mergers and acquisitions (M&A).

In mergers, each company argues for a higher valuation to claim a larger share of the combined entity.

In acquisitions, buyers aim to pay less, while sellers seek higher valuations.

Two main valuation approaches are used: comparable transactions and discounted cash flow (DCF).

Comparable transactions involve analyzing metrics from recent market deals, like price-to-earnings and enterprise-to-sales ratios.

DCF values the target based on future cash flows, discounted to present value using the weighted average cost of capital.

An acquisition premium is added to incentivize target shareholders to sell.

A PDF of the Slide Deck is available to download from the Resources Section of this lecture.

4o

The following quiz questions are designed to test your understanding of the methods and principles involved in company valuation for mergers and acquisitions.

Each question has three possible answers, and you need to select the correct one.

Detailed explanations are provided for each option to help you understand why it is correct or incorrect.

The instructor outlines a typical mergers and acquisitions (M&A) process, noting variations between private and public deals.

The process begins with the board deciding to make an acquisition or merger for strategic reasons.

The company evaluates opportunities, identifies targets, and may build a stake in the target company if it is public.

Once an approach is made, the buyer works with financial advisers to determine the valuation and offer price.

In public deals, a tender offer is made; in private deals, a letter of intent is delivered, outlining proposed terms.

The target company responds, often negotiating terms.

Regulatory implications may arise, especially for large deals, involving authorities such as the SEC and, in Europe, the EU.

Upon agreement, due diligence is completed, documentation finalized, and the deal closed.

Payment is made to shareholders, and the deal is announced.

A PDF of the Slide Deck is available to download from the Resources Section of this lecture.

4o

The following quiz questions are designed to test your understanding of the typical mergers and acquisitions (M&A) process.

Each question has three possible answers, and you need to select the correct one.

Detailed explanations are provided for each option to help you understand why it is correct or incorrect.

The instructor outlines a typical mergers and acquisitions (M&A) process, emphasizing the importance of preparation and strategic planning.

He begins with the decision to pursue an acquisition or merger, followed by market screening and the appointment of advisors.

Initial steps include preparing a teaser and information memorandum, setting up a data room, and signing confidentiality agreements.

During the due diligence phase, initial evaluations are followed by in-depth management meetings and negotiations leading to a letter of intent.

The negotiation and signing phase involves preparing the sale and purchase agreement, including representations, warranties, and indemnities.

Post-signing, conditions precedent must be fulfilled before closing, followed by the transfer of shares or assets and post-closing restructuring.

The course provides detailed insights into each phase, ensuring successful deal closure.

A PDF of the Slide Deck is available to download from the Resources Section of this lecture.

4o

The following quiz questions are designed to test your understanding of the mergers and acquisitions (M&A) transaction process.

Each question has three possible answers, and you need to select the correct one.

Detailed explanations are provided for each option to help you understand why it is correct or incorrect.

The instructor discusses the game plan for a mergers and acquisitions (M&A) transaction, drawing on his extensive experience since 1988.

He outlines the entire M&A process, emphasizing the importance of preparation, market screening, and appointing advisors.

Key phases include initial evaluations, pre-due diligence, due diligence, negotiation, signing, and post-closing activities.

He highlights the critical role of detailed valuations, confidentiality agreements, regulatory considerations, and the complexities of closing meetings.

The instructor stresses the importance of strategic planning and sensitive negotiation to ensure successful deal closures.

A PDF of the Slide Deck is available to download from the Resources Section of this lecture.

The following quiz questions are designed to test your understanding of the complexities and considerations in cross-border mergers and acquisitions (M&A).

Each question has three possible answers, and you need to select the correct one.

Detailed explanations are provided for each option to help you understand why it is correct or incorrect.

The instructor examines the Microsoft acquisition of LinkedIn to understand deal terms and rationale. In 2016, Microsoft acquired LinkedIn, the world's largest professional networking platform, for $26.2 billion in an all-cash deal. Microsoft paid a 49.5% premium to LinkedIn's stock price at the announcement.

The strategic fit included leveraging LinkedIn's professional network, accessing user data, and cross-selling opportunities. The acquisition aimed to enhance Microsoft's productivity software offerings and expand its position in the enterprise market.

Overall, the acquisition is considered a success, with LinkedIn's user base growing significantly and contributing to Microsoft's revenue growth and competitive positioning.

A PDF of the Slide Deck is available to download from the Resources Section of this lecture.

The instructor examines the merger of Dell Technologies with EMC Corporation, completed in 2016. Dell, a multinational technology company, merged with EMC, a provider of enterprise data storage solutions, creating one of the largest technology infrastructure companies globally. The deal, valued at $67 billion, involved cash and equity, with Dell becoming the parent company.

Strategically, the merger aimed for synergy creation by combining complementary strengths, market expansion, and an enhanced competitive position. It diversified Dell’s offerings and expanded its presence in the enterprise market. The merger is broadly considered a success, strengthening Dell Technologies’ market position.

A PDF of the Slide Deck is available to download from the Resources Section of this lecture.

The instructor reviews why the Microsoft-LinkedIn transaction was an acquisition, and the Dell Technologies-EMC transaction was a merger. Microsoft’s acquisition of LinkedIn involved Microsoft purchasing all LinkedIn shares, making LinkedIn a wholly owned subsidiary under Microsoft’s control.

Conversely, the Dell-EMC deal was a merger, creating a new entity, Dell Technologies, with both companies contributing assets and operations. The merged company aimed to leverage combined strengths for a more comprehensive solutions provider.

Understanding these classifications helps in strategising the best deal structure for clients.

A PDF of the Slide Deck is available to download from the Resources Section of this lecture.

The instructor introduces valuation methods in corporate finance, noting his initial difficulty in understanding the concept. He explains that valuation is neither an art nor a science but involves narrowing down a range of values. The instructor outlines three main valuation methods: balance sheet methods (book value, adjusted book value, liquidation value), profit and loss methods (profit multiples, price earnings ratios, sales multiples, EBITDA multiples), and discounted cash flow methods (cash flow to equity, free cash flow). He emphasizes the importance of understanding different buyer and seller perspectives in the valuation process.

The following questions are designed to test your understanding of key concepts discussed in the lecture on sale objectives.

Each question has three possible answers, with one correct option.

Read each question carefully and choose the best answer. After each question, explanations are provided for why the correct answer is correct and why the incorrect answers are incorrect.

The instructor discusses valuation methods in selling a business. He highlights that owners and purchasers often have conflicting views on value, placing the advisor in a challenging position. He covers three straightforward valuation methodologies: listed company comparables, comparative M&A transactions, and discounted cash flow (DCF).

For listed company comparables, he advises examining quoted companies similar to the target to determine valuation multiples. For comparative M&A transactions, he suggests looking at recent deals to understand the applied multiples. DCF involves modeling the business's cash flow and discounting it to present value, though it is subject to assumptions.

A PDF of the Slide Deck is available to download from the Resources Section of this lecture.

The following questions are designed to test your understanding of key concepts discussed in the lecture on valuation.

Each question has three possible answers, with one correct option.

Read each question carefully and choose the best answer. After each question, explanations are provided for why the correct answer is correct and why the incorrect answers are incorrect.

The instructor discusses valuation methods in selling a business. He explains that valuation can be contentious, with owners expecting high values and purchasers aiming for low values. He introduces three methodologies: listed company comparables, comparative M&A transactions, and discounted cash flow (DCF).

Listed company comparables involve examining similar quoted companies to determine valuation multiples. Comparative M&A transactions focus on understanding the multiples applied to similar recently sold companies. DCF, although more complex, builds a model of the business’s cash flow and discounts it to present value, but is highly dependent on assumptions.

A PDF of the Slide Deck is available to download from the Resources Section of this lecture.

The following questions are designed to test your understanding of key concepts discussed in the lecture on balance sheet and profit and loss account methods of valuation.

Each question has three possible answers, with one correct option.

Read each question carefully and choose the best answer. After each question, explanations are provided for why the correct answer is correct and why the incorrect answers are incorrect.

The instructor explains cash flow methods of company valuation, focusing on discounted cash flow (DCF). He emphasises the importance of an integrated financial model where the balance sheet, profit and loss account, and cash flow statement work together. This ensures accurate valuation by avoiding circular references and maintaining a balanced balance sheet.

DCF valuation involves discounting the forecasted free cash flows back to the present using the weighted average cost of capital (WACC). Key assumptions include future earnings growth, the discount rate, the forecast period, and the terminal value. This method is preferred for its robustness and accuracy.

A PDF of the Slide Deck is available to download from the Resources Section of this lecture.

The following questions are designed to test your understanding of key concepts discussed in the lecture on cash flow methods of company valuation.

Each question has three possible answers, with one correct option.

Read each question carefully and choose the best answer. After each question, explanations are provided for why the correct answer is correct and why the incorrect answers are incorrect.

The instructor explains how to calculate the weighted average cost of capital (WACC), a crucial skill for investment bankers. He emphasises that understanding the WACC formula's components is essential for accurate company valuations using discounted cash flow (DCF) methods.

He outlines the key steps: identifying the long-term government bond yield, determining the company's beta, unlevering and relevering the beta for different debt-equity ratios, identifying the market risk premium, adding a small cap or illiquidity premium if needed, and ensuring the debt-equity ratio aligns with the forecast.

A PDF of the Slide Deck is available to download from the Resources Section of this lecture.

The following questions are designed to test your understanding of key concepts discussed in the lecture on calculating the weighted average cost of capital (WACC).

Each question has three possible answers, with one correct option. Read each question carefully and choose the best answer.

After each question, explanations are provided for why the correct answer is correct and why the incorrect answers are incorrect.

In this video, the instructor provides a worked example of calculating the weighted average cost of capital (WACC). He emphasises the importance of using accurate inputs and walks through each step without complicated formulas.

First, he calculates the cost of equity by identifying the unlevered beta, financial debt-equity ratio, market risk premium, small cap or illiquidity premium, and risk-free rate, resulting in a cost of equity of 13.25%.

Next, he determines the cost of debt by adding the market premium to the risk-free rate, then adjusting for the tax rate, resulting in an after-tax cost of debt of 3.5%.

Finally, he combines these to find the WACC, which is 8.375% in this example.

A PDF of the Slide Deck is available to download from the Resources Section of this lecture.

The following questions are designed to test your understanding of key concepts discussed in the lecture on calculating the weighted average cost of capital (WACC).

Each question has three possible answers, with one correct option.

Read each question carefully and choose the best answer. After each question, explanations are provided for why the correct answer is correct and why the incorrect answers are incorrect.

In this segment, the instructor examines terminal value, a crucial element in discounted cash flow (DCF) models that accounts for cash flows beyond the model's timeframe.

He explains two methods: the perpetual growth method and the exit multiple method.

The perpetual growth method, more academic, assumes indefinite cash flow generation at a sustainable growth rate, using a formula involving free cash flow, growth rate, and the weighted average cost of capital (WACC).

The exit multiple method, favoured by venture capitalists and investment bankers, assumes a sale at a multiple of a financial metric, typically EBITDA.

Both methods can be used to establish value ranges and act as reality checks on each other.

A PDF of the Slide Deck is available to download from the Resources Section of this lecture.

The following questions are designed to test your understanding of key concepts discussed in the lecture on terminal value.

Each question has three possible answers, with one correct option.

Read each question carefully and choose the best answer. After each question, explanations are provided for why the correct answer is correct and why the incorrect answers are incorrect.

In this lecture, the instructor discusses common errors in company valuation.

He highlights mistakes related to the weighted average cost of capital (WACC) and the capital asset pricing model (CAPM).

Errors in the discount rate include using the incorrect risk-free rate or using a short-term rate instead of a longer-term one.

Incorrect beta usage can arise from relying on historical or average industry betas without considering current company specifics.

Mistakes in calculating WACC include misunderstanding the definition, using inconsistent debt-to-equity ratios, and ignoring impaired debt values.

Incorrect country risk assumptions include failing to consider country risk or misapplying additional premiums.

He emphasizes the importance of careful analysis to avoid these pitfalls.

A PDF of the Slide Deck is available to download from the Resources Section of this lecture.

The following questions are designed to test your understanding of key concepts discussed in the lecture on common errors in company valuation.

Each question has three possible answers, with one correct option.

Read each question carefully and choose the best answer. After each question, explanations are provided for why the correct answer is correct and why the incorrect answers are incorrect.

Welcome to this brief section which I have designed to help you to maximise the value of your business when it comes to time for you to sell it.  This is not a "how to sell a business course"  This is a "how to sell a business for maximum value" course and I have really enjoyed delving into my 28 years of investment banking experience to share some of that with you to ensure that you put yourself in a position to create that result when the time comes.

The instructor welcomes participants to the course on maximizing the value of their business when selling it.

He appreciates the enrollment and expresses excitement about sharing his 28 years of investment banking experience.

The instructor emphasizes his extensive experience in various types of deals, including domestic, cross-border, trade, and financial transactions.

He aims to provide insider knowledge to avoid common pitfalls and ensure maximum business value.

The course is structured into four categories: initial planning, pre-sale preparation, sales process preparation, and final marketing phase.

A Summary of this lecture in PDF format is available to download from the Resources Section of this lecture.

The sale process can be complex, so I thought it would be helpful to start this course by discussing some of the key stages of the sales process and sharing some insights with you about how to manage them to ensure that your sale process achieves the maximum value for you and your shareholders. 

The instructor spends a few minutes explaining the sales process for those unfamiliar with selling a business.

He emphasizes the importance of thorough planning and preparation to avoid being caught out by prospective buyers and to reduce stress and disruption.

Preparation involves reviewing all aspects of the business, such as operations, finance, and management, and addressing potential pitfalls like litigation and bad debts.

He also discusses the necessary documentation, including the Confidential Information Memorandum, one-page teaser, investor script, and management presentation.

Identifying prospective buyers, maintaining confidentiality, and effectively managing the sales process are also key points.

Finally, he covers offer evaluation, preferred buyer selection, due diligence, and the importance of maintaining competitive tension.

A Summary of this lecture in PDF format is available to download from the Resources Section of this lecture..

When entering into a sale process, its important that you understand the time the process will take as well as the shape and structure of the sale process.

The instructor begins by welcoming participants to the course on maximizing the value of their business when selling it.

He emphasizes the importance of understanding the transaction timeline to set expectations for the process.

The timeline is divided into three phases: preparation, marketing, and completion.

Initially, in December, you need to get to know your advisor, agree on terms, and sign an engagement letter.

In January, the preparation phase begins, involving close work with the advisor to create the information memorandum and a potential purchaser list.

Marketing starts after these are ready, involving sending teasers and non-disclosure agreements to potential buyers, followed by information memorandums and initial meetings if buyers show interest.

By the end of May, the goal is to identify a buyer and sign heads of agreement, leading to due diligence and contractual work, with the deal completion expected between June and July.

The instructor credits Grant Thornton for the graph used in the explanation.

In the next video, he will discuss planning the sale of the business.

A Summary of this lecture in PDF format is available to download from the Resources Section of this lecture.

In this video, the instructor discusses how business owners should plan the sale of their business.

He emphasizes the importance of conducting a preliminary evaluation of the business to understand its divisions, operations, and profitability.

The instructor advises owners to consider if their business is saleable and to address succession planning.

He highlights the need to articulate clear reasons for the sale and to review historic financial performance and future forecasts.

The strength of the management team is crucial, as is having a realistic valuation range.

Owners should also consider the timing of the sale and its impact on the business.

In the next video, he will discuss valuation.

A Summary of this lecture in PDF format is available to download from the Resources Section of this lecture.

In this video, the instructor discusses sale objectives, emphasizing the importance of alignment between the vendor, board, and advisors.

He highlights the need to understand the vendor's objective for the sale, particularly the price expectation, to avoid mismanagement of expectations.

The impact on staff is crucial, as the process can be disruptive and may undermine staff confidence. Effective communication and retention plans are necessary.

The instructor discusses whether an outright sale or an earn-out process is desired, explaining the pros and cons of each from both vendor and buyer perspectives.

The form of consideration (cash or paper) and the potential for a handover period are also important points to address.

These objectives should be agreed upon and documented before launching the marketing process.

A Summary of this lecture in PDF format is available to download from the Resources Section of this lecture.

While I am unable to provide precedent documents, for confidentiality and liability reasons, I can help you to understand how agreements are structured and what the paragraphs mean. It also helps to understand why the paragraph has been included. This lecture discusses the structure of a sell side Engagement letter between an investment banking adviser and their client

A PDF of the slide deck is available to download from the resources section of this lecture.

Every deal is a fee negotiation and as an investment banker this will be a key part of your business once you are running your own deals. Here we discuss some different fee structures and systems that you need to be aware of and which I used when I was running my own deals.

A PDF of the slide deck is available to download from the resources section of this lecture.

I thought it would be helpful to include a discuss about Engagement Fee negotiations in this section as this is the critical link between Engagement Letters and Fee structures. I have conducted dozens of these negotiations and include some very pertinent advice in this lecture which I am sure you will find helpful

A PDF of the slide deck is available to download from the resources section of this lecture

Prior Preparation Prevents Poor Performance.  This section is all about sharing with you my best advice to ensure that when you get into the sale process, you are as well prepared as you can be.  If you follow this advice and get your business sorted out before you start, its going to be a lot less painful and your chances of maximising the proceeds of the sale will be greatly improved.

Your legal advisers will give you a horrifyingly long list of due diligence items to address, so frankly, the sooner you start looking at them the better.  This lecture highlights some of the legal and admin issues which must get sorted out.

Next, I want to take a look at some of the key operational issues you can address to maximise value. Some of this is about downside protection but its also about optimising your business' operations today - which is a good thing to do anyway, right?

Every business has dead wood and surplus assets.  Sorry, don't want to upset you but its true.  So, why not cut out the dead wood now and liquidate the surplus assets now to make sure you get the benefit from them and not your purchaser.  I am sure you get the idea!

Now, I want to talk to you about preparation for the sale process itself.  The most important document you will prepare, with your advisers, is the Confidential Information Memorandum or "CIM" ir "IM".  This lecture is a steer towards what is important to get right and a guide to help you ensure that your advisers do a good job for you. After all, you are paying for it!

Buyer selection is one of the really critical aspects of the sale process which is why I am spending two lectures discussing it.  Firstly I want to explore with you what makes a good buyer and provide you with some criteria by which you can judge the list of potential buyers your advisers will prepare for you.

To help you to understand the different types of buyers you may encounter I have provided this basic segmentation.  I share with you my view on the pros and cons of each type of buyer to help you evaluate their quality and potential contribution to the sale process.

Hey, we are back to Due Dilgience!  This is not meant to put you off the whole process but if you follow my advice in this lecture, you will keep better control of what is going on and are less likely to make elementary mistakes.

So, what is the secret to a successful deal.  Well, I can't give you that magic button in one five minute lecture, but I have tried to set out some guidelines which will help you towards that goal.  A successful transaction is one in which you achieve a sale at the upper end of your price expectations and that is what this course has been all about.

While I am sure your advisers are going to do a good job for you, here are a few tips to help ensure that you keep them on their toes.  You need to be in control of this process (working with your advisers) and must not allow the potential purchaser (and their advisers) to get the upper hand.

This Buyout Course has been prepared to introduce you to the key aspects of a company sale, either to a Trade Buyer or a Private Equity financial investor.

In this course we shall cover six Process topics and Six Financial Topics

• Introduction
• Typical Sale Process 
• What is an MBO
• Valuing a Business
• How does Private Equity Value a Business? 
• Maximising Exit Value
• What is  EBITDA and EBIT?
• A  Word on Business Assets
• What is Cash Free, Debt Free?
• What is Normalised Working Capital?
• What is the Working Capital Cycle?
• Negotiating the Normalised Level of Working Capital

The Typical Sale Process

There are typically Six Phases

1. Preparation

2. Documentation

3. Marketing

4. LOI

5. Due Diligence

6. Close

In this video I want to share with you some of the key characteristics of a Management Buyout or MBO so that you understand what is involved if this comes up as an option

Putting aside all the Management School Theory, business valuation is all about what a seller wants to receive for his business and what a buyer is prepared to pay.

Public companies have stock market valuations which give a starting point for valuation and acquisition premia but this is not the case for private companies.

Private Equity buyers of a business are different to trade buyers in that they value a business from both the acquisition perspective (their “in-price”) and their exit perspective (the return they forecast they will make on the deal).

This makes their process more complex.

Buyers of businesses focus on a relatively few key variables beyond the issue of strategic fit with their existing business.  The main ones are summarized below.

• High Margins

• High Growth

• Scale

• Recurring Revenues

• Clear Differentiation

• Market Leadership

EBITDA is the earnings of a business which most Private Equity Firms use as their preferred measure of profits.

It stands for Earnings before Interest, Depreciation and Amortisation.

When selling a business, the seller needs to decide what he is going to include in the sale.  

The simple way to address this is that he should include all the assets required to continue to support the future generation of revenues and profits from the business at the level he is projecting.

This important phrase tells the buyer that the company is being sold without any surplus cash but without any outstanding debts.  To the extent that either subsequently prove to exist, the purchase price can be adjusted up or down on a pound for pound basis.

To ensure that the business is sold and purchased with sufficient capital, any potentially surplus cash is calculated with reference to the normalised working capital calculation.

Understanding the working capital of the business and the balance between the money the company owes its creditors, is owed by its debtors, has tied up in stock or work in progress and the cash or debt on the balance sheet is important to get right from both the seller’s and the buyer’s perspective.

This is a critical area of negotiation and due diligence and it is important that your advisers understand this area of the deal properly.

Winning this argument has a direct impact on the cash that changes hands between the seller and the buyer at the close of the deal.  This cash can amount to millions of pounds.

Let me just summarise what this section has covered so that you retain an overview on the perspective of selling a company in a Buyout scenario

In this and the next video, I want to walk you through the key elements of a term sheet to help you to understand its components.  While your lawyer will be responsible for the detailed drafting, its important that you understand the construction and content of the document.

The slide deck is available to download as a PDF to help you further.

This follows on from the previous lecture taking you through the key elements of a term sheet.  The slide deck is available to download as a PDF to help you further.

Here I want to explain some of the key technical concepts that you need to understand. If you are going to negotiate a deal, you need to understand what is important and how it works.

This video explains the competing objectives of two sides of the negotiation and how they use the term sheet to achieve what they want to get from the negotiation.