The Corporate Finance has been designed to provide participants with a solid grounding on Corporate Finance theory and principles.
Introduction to Corporate Finance
Overview of Corporate Financial Statements
- Examination of Balance Sheet, Income Statement and Cashflow
- Ratio analysis: Liquidity ratios (Stock Turnover, Debtor Days, Creditor Days), Profitability ratios (Gross and Net Margins), Safety Ratios (Gearing, Leverage, Interest Cover)
- Critical look at EBITDA – how useful is it?
- Creative Accounting
Overview of the Merger and Acquisitions landscape
Types of Mergers
Why do most M&A transactions fail to deliver Shareholder Value?
- Case Studies of failed acquisitions (Daimler/Chrysler, AOL/Time Warner)
- Characteristics of failed mergers; Synergies not delivered, Overpayment, Culture Differences
- Critical success factors for acquisitions
Process for acquiring a listed company o Scheme of Arrangement
- Mandatory take over triggers
- Shares vs cash
- JSE Regulations that govern acquisitions
Hostile Take Overs
- What is a hostile take-over?
- What makes a company vulnerable to a hostile take-over?
- Evolution of hostile take-over from the 80’s to current times
- Take Over Defences and strategies that can be employed by companies against a hostile take-over:
- Poison Pills
- White Knight/White Squire
- Crown Jewel Lock Up
- Golden Parachutes
Shareholder considerations in respect of defence measures to be employed
- What is the value of a company?
- Break Up Value vs Going Concern
- Market Valuation: p/e, market capitalisation
- Valuation using other comparables
- Similar Company comparables
- Transaction Comparables
- Net Asset Value (NAV) Valuation
- Valuation using Discounted Cash flow method
- Free Cash Flow – Deriving Free Cash Flow to Firm (FCFF)
- Concept and calculation of Weighted Average Cost of Capital (WACC), The Capital Asset Pricing Model (CAPM)
- Discounting: Calculating Primary period and Terminal Value cash flows
- Enterprise Value vs. Equity Value
Instruments of Leveraged Finance – Loan Market:
- Raising Debt: Syndications/Club Deals/ Bi-laterals
- Senior Debt: Role and structure in leveraged transactions
- Mezzanine Finance: Definition of, role in leveraged deals and Private Equity
- PIK Debt: PIK Loans/PIK toggles. Role and structure in highly leveraged transactions
- Loan Documentation: Covenants, Reps and Warranties, Cross Default/Cross Acceleration
Instruments of Leveraged Finance – Debt Capital Market:
- High Yield Bonds: Issuing Process/Comparison with other forms of debt
- Convertible Bonds: Issuing Considerations/Benefits and Drawbacks compared to other forms of Debt
Instruments of Leveraged Finance – Equity Market:
- Rights Issues
- Accelerated Book Build (ABB)
Leveraged Acquisitions Finance:
- Typical LBO capital Structure
- Bridge Funding: Role in Acquisitions, Typical Structure
- Private Equity principles / Importance of debt in enhancing PE returns
- Determination of Debt Capacity
- Debt structure and Scheduling
- Refinancing Risk Assessment
- Internal Rate of Return (IRR) in decision making
Other Corporate Actions
- Spin offs
- Split offs
- Equity Carve Outs
Time & Date: To be announced
Cost: R 9,500.00 per delegate ex VAT
CPD points and training certificates will be issued for the attendance at the training.
Please contact [email protected] to book. Please note that space is limited so please book as soon as possible in order to avoid disappointment.
If you would prefer a tailored training session to take place at your company premises please do not hesitate to let us know and we can tailor a training package to suit your requirements.
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