Review the key terminology involved with M&A

Learn the five-point framework for remaining disciplined during the M&A process

Describe the methodologies and factors for determining the value of a transaction and a target's worth

Explain the role of valuation in the M&A process

Examine the six key topics to be addressed in the M&A process:

-Strategic alternatives

-Screening candidates

-Valuation; synergies; and Pro-forma analysis

-Interloper analysis

-Form of consideration

-Tactical approach issues and Plan B

Analyze the strategic rationale for and against the transaction from a target's perspective and an acquirer's perspective in a given M&A case

Discuss the market reaction and stock development following a hostile offer and how it

influences the benefit of the bargain for the acquirer

Examine the different needs and considerations of two types of buyers: strategic buyers and financial buyers

Analyze the initial offer in terms of the current market value and the form of consideration

Describe the different valuation ranges implied by valuation methodologies

Examine the projected synergies to determine whether the transaction will add value and discuss the premium offered (initial bid versus final bid)

Discuss the advantages and disadvantages of the form of consideration offered in each case from the perspective of the acquirer and the target

Develop and discuss the ‘football field of value’ offered by different valuation methods

Review the most common “deal math” calculations for an M&A transaction including:

-Premium

-Fully diluted shares outstanding (FDSO)

-Transaction values

-Transaction multiples

-Transaction exchange ratio/Pro-forma ownership (only in-stock deals)

-Contribution analysis (only in-stock deals)

-Merger consequences (and synergies necessary to cure dilution)

Analyze the form of consideration and exchange ratio and the resulting Pro-forma ownership offered by the acquirer

Calculate the transaction equity value at the time of the exchange offer; the transaction exchange ratio; and the Pro-forma ownership of the target’s stakeholders in the NewCo

Explain the due diligence process—including financial; legal; and commercial—and its role in ensuring that both parties can protect their benefit of the bargain

Analyze the due diligence assessment in an M&A transaction

Examine the impact of the acquirer's role in the transaction on the quality of the synergy projection and deal valuation

Analyze how the acquirer and target protect their benefit of the bargain

Discuss the scope; the purpose; and the pros and cons of the confidentiality agreement versus the letter of intent

Describe the principles and mechanics of deal documentation and learn about various transaction structures; including direct mergers; triangular mergers; consolidations; and asset sales

Discuss corporate governance issues in the merger

Analyze the deal documentation of a transaction and how the two parties protect their benefit of the bargain (for both public and private company deals)

Discuss the representations and warranties; the conduct of business prior to closing; and the closing conditions for the final merger agreement

Explain when and why a merger agreement should include an indemnification provision

Explain the regulatory approvals required for the closing of the transaction

Discuss some of the key questions that both parties must address throughout the M&A process and some guidelines for friendly deals versus hostile deals

Identify the ten key concepts of M&A and the key financial perspective

Analyze the role of different players in the M&A landscape; their interests; and their 'benefit of the bargain;' including:

-Shareholders

-Board of directors

-Investment bankers

-Sell-side analysts

-Activists and institutions

-Arbitrageurs

Examine the defense strategies used by the target for an unsolicited offer and the acquiror's

response to the defense measures

Examine the fiduciary duty of the board of directors of both parties in the takeover process

Explain the process of merger consequences analysis to assess the impact of the transaction

General questions about merger agreements; valuation; and due diligence

The Kenneth Cole Productions case that includes reference documents (e.g. Schedule 14A) and presentations from the financial advisor