OCTOBER 17 - NOVEMBER 16, 2023 

Tuesday, October 17, 2023
9:00 AM - 1:30 PM
Class #1 - Private Capital Markets
9:00 AM - 1:30 PM
  • Define and understand the Private Capital Markets and how those differ from the public markets 

  • Current trends in the private capital marketplace (such as valuation statistics, private equity fundraising, acquisition strategies, transaction volume, etc.) 

  • The connection between sources of capital, transfer methods, and valuation for privately held businesses 

  • How to apply these theories when offering advisory services to privately held businesses 

Thursday, October 19, 2023
9:00 AM - 1:30 PM
Class #2 - M&A Sales Process
9:00 AM - 1:30 PM
  • Best practices and methods for private capital transactions 

  • Identify deal opportunities with middle market companies 

  • 10 steps to transaction completion 

  • M&A practice management considerations 

Tuesday, October 24, 2023
9:00 AM - 1:30 PM
Class #3 - Strategic Buyer Process
9:00 AM - 1:30 PM
  • Reasons buyers deploy “Growth by Acquisition” strategy 

  • Logical process and considerations used in strategic buying decisions 

  • Weaving growth strategy into the acquisition and integration processes 

  • Insights into cultivating and fostering relationships with the right targets 

  • Technology and tools leveraged by high performing buy-side groups and functions

Thursday, October 26, 2023
9:00 AM - 1:30 PM
Class #4 - Financing: Acquisitions & Exits
9:00 AM - 1:30 PM
  • Define and understand the valuation standards applicable for various purposes 

  • Understand how the subject of the valuation should impact the approach to valuation   

  • Identify factors that impact pricing in an M&A transaction and how they are considered in a valuation   

  • Understanding the M&A/valuation balance sheet and enterprise value 

  • Understand the steps in the valuation process    

  • Understand the approaches to valuation, methods, and typical application  

  • Cost/Asset Approach 

  • Income Approach 

  • Market Approach 

Wednesday, November 1, 2023
9:00 AM - 1:30 PM
Class #5 - Business Valuation for M&A
9:00 AM - 1:30 PM
  • Identify the objectives of financial analysis in valuation and M&A 

  • Understand techniques utilized including trend, ratio and benchmark analysis 

  • Understand how the quality and reliability of financial information impacts financial analysis for valuation and M&A 

  • Understand the M&A/valuation balance sheet and identify operating and non-operating assets 

  • Understand cash-free, debt free net working capital and impact on valuation and M&A 

  • Identify appropriate measurement of economic earnings and its use in valuation and M&A 

  • Identify normalizing adjustments and control adjustments and their impact on valuation and M&A 

  • Understand the connection between the M&A/valuation balance sheet and the structure and terms of an M&A transaction 

Friday, November 3, 2023
9:00 AM - 1:30 PM
Class #6 - Financial Analysis, Transaction Structuring, and Relationship to Transaction Pricing
9:00 AM - 1:30 PM
  • Identify external and internal factors that may impact Enterprise Value and Transaction Price 

  • Understand how market, industry, company specific, and potential buyer impact valuation and transaction price and structure 

  • Identify the market for the business, type of buyers, and impact on transaction price and valuation 

  • Identify risk factors, value drivers, and strategies to maximize value   

  • Understand the impact of transaction structure on the buyer and seller   

  • Understand the effect of stock vs. asset sales, tax structure and their impact on value to the buyer and proceeds to the seller 

  • Identify how debt, taxes, and non-cash consideration impact value   

Tuesday, November 7, 2023
9:00 AM - 1:30 PM
Class #7 - Due Diligence in M&A
9:00 AM - 1:30 PM
  • Key insights into the Sellers journey and deal timeline 

  • Understanding Financial Due Diligence with a focus on Quality of Earnings, Debt and Debt-like items and Working Capital 

  • Understand the components of a Purchase and Sale Agreement (PSA), its key terms and purchase price adjustment mechanisms 

Thursday, November 9, 2023
9:00 AM - 1:30 PM
Class #8 - M&A Tax Considerations
9:00 AM - 1:30 PM
  • Explore the sequencing of a deal and the transaction documents negotiated along the way 

  • Understand the foundational structuring and tax issues that drive every deal 

  • Uncover the potential due diligence landmines that can derail a transaction 

  • Learn how securities laws, regulatory regimes and insurance products are changing the M&A landscape 

Tuesday, November 14, 2023
9:00 AM - 1:30 PM
Class #9 - M&A Legal Issues
9:00 AM - 1:30 PM

Who is the Client? 

  • pick one party and only one (buyer; seller; corporate entity; investor) 

Seller Counsel Focus/Buyer Counsel Focus 

  • drafting NDA (seller counsel) 

  • compiling/updating client’s organizational documents, key legal materials (seller counsel) 

  • negotiating terms with opposing counsel, other parties to transaction (seller & buyer counsel) 

  • drafting deal documents (buyer counsel) 

  • review/revision of deal documents (seller counsel) 

  • handling closing (and post closing) matters (seller & buyer counsel) 

Key Documents of Transaction 

  • Non-Disclosure Agreement 

  • Letter of Intent 

  • Purchase/Sale Agreement 

  • Ancillary Agreements (Employment; Non-Compete; Buy Back Option; Seller Finance Docs) 

Due Diligence 

  • Assist seller client in due diligence preparations, efforts (seller counsel) 

  • Assist set up of data room, providing relevant materials per requests (seller counsel) 

  • Participate in due diligence efforts as part of buyer team (buyer counsel) 

  • Negotiate deal term revisions or additional deal terms per due diligence results (seller & buyer counsel) 

Emerging Trends 

  • Use of rep/warranty, cyber risks, employment liability insurance 

  • When does insurance make sense in deal 

  • Does insurance replace escrow holdbacks; who pays 

  • Involvement of IT, Insurance, HR participants as much as traditional legal, tax, accounting resources 

Thursday, November 16, 2023
9:00 AM - 1:30 PM
Class #10 - Investment Banking Structuring Techniques
9:00 AM - 1:30 PM