Mergers & Acquisitions - M&A, Valuation & Selling a Company
4.4 (1,003 ratings)
Course Ratings are calculated from individual students’ ratings and a variety of other signals, like age of rating and reliability, to ensure that they reflect course quality fairly and accurately.
4,851 students enrolled

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

Mergers and Acquisitions - Step by Step M&A, Company Valuation, Negotiation Skills, Business Plans and Finance
4.4 (1,003 ratings)
Course Ratings are calculated from individual students’ ratings and a variety of other signals, like age of rating and reliability, to ensure that they reflect course quality fairly and accurately.
4,851 students enrolled
Last updated 5/2020
English
English [Auto]
Current price: $139.99 Original price: $199.99 Discount: 30% off
5 hours left at this price!
30-Day Money-Back Guarantee
This course includes
  • 7 hours on-demand video
  • 1 article
  • 71 downloadable resources
  • Full lifetime access
  • Access on mobile and TV
  • Certificate of Completion
Training 5 or more people?

Get your team access to 4,000+ top Udemy courses anytime, anywhere.

Try Udemy for Business
What you'll learn
  • Approach the sale of their company with greater confidence
  • Better understand the role of Advisers and how to manage them
  • Gain valuable insights into the Sales Process to avoid making expensive mistakes
  • Better understand Corporate Valuation
  • Gain an introduction to Negotiation and Term Sheets
  • Find out what is important to both sides in a Management Buyout (MBO)
Requirements
  • No prior knowledge is assumed
  • No materials required
Description

Welcome to my World... of Corporate Finance, Mergers and Acquisitions and Selling Companies

This is my Corporate Finance Course - for you

If you are an Entrepreneur, a Senior Manager or a Business School Student - this is going to help you!

Are you struggling to master M&A?  Then lets join forces as I have nearly 30 years experience in this field!

Let me explain:

  • Process

  • Valuation

  • Negotiation

  • Strategies

  • Tactics and Tips

And much more!

In M&A the difference between right and catastrophic can cost you a fortune, some times literally millions of dollars.

As an adviser, I have been there many, many times in the last 29 years.  I have seen good, sometimes even great. And I have seen downright awful!  (Of course, that was good news if I was on the other side at the time).

So this course is for you...

These are my real insights from my experience, pulled together to help you understand some of the pitfalls of the sales process which will hopefully prepare you for your company's sale.

You don't have to follow my advice here, but you have nothing to lose by checking it out and then using what works for you!

This is my Corporate Finance Centre of Excellence and all my Corporate Finance content will be updating in this course - I will no longer create more and more related courses, so join me today and tell me what you want me to add to improve the course!

Above all, I want your company's sale to be a success.  Hopefully, this will help. And if it does, even a little bit, the value multiplier for you could still be worth thousands of dollars.

Come, join me today, enroll in the Course and discover how you can discover what Corporate Finance, M&A and Selling Companies is all about!

Who this course is for:
  • Any Entrepreneur considering selling a business at some point in the future and wants to improve their knowledge of Mergers and Acquisitions
  • Students of Investment Banking, Corporate Finance or Mergers and Acquisitions who want to gain insights not in their text books
  • Professional Advisers who believe they can still learn a thing or two about Mergers and Acquisitions
  • Senior Managers who need to improve their Corporate Finance and Mergers and Acquisitions knowledge
Course content
Expand all 98 lectures 07:07:20
+ Introduction to the Course
3 lectures 39:51

Welcome to the course.  This is what we are going to cover in the course!

Preview 03:48

This is a very personal lecture, which you can skip if you wish, in which I share my perspective of Mergers and Acquisitions based on 30 years experience as an investment Banker.  I have completed deals of all kinds from VC funding deals, Private Equity Buyout deals, Domestic and International Acquisitions, Company sales and exits, Strategic Acquisitions and IPOs.  This lecture sets out a personal view of Mergers and Acquisitions from my perspective as an Investment Banker.  I hope you find it useful.  Please do ask me any questions you wish as long as they don't breach confidentiality.

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

Preview 18:55

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

Overview of the Mergers and Acquisitions Process
17:08
+ What does the term Mergers and Acquisitions Mean?
10 lectures 59:54

Lets start at the beginning - what do we mean by Mergers and Acquisitions?  I am going to set out a simple definition of the term, which is often used in common parlance, without an understanding of what it really means.

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

Preview 02:48

These two terms are not the same although often used inter-changeably.  This lecture explains the difference between the two.

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

Preview 04:18

There are a number of reasons given for mergers and there are also five different types of Merger from a strategy perspective.  Both are explained in this lecture.

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

Preview 06:35

If we understand Why companies make acquisitions we can begin to understand the rationale behind the deal process.  This is a great starting point before we start to explore the Mergers and Acquisitions Process

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

Preview 06:44

Synergies in a Mergers and Acquisitions deal are the benefits arising from the business combination.  These can cover a wide range of business areas and this lecture explains where these areas lie and why synergies are not always all they are cracked up to be.

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

Preview 07:40

There are a number of Corporate Advisors in the Mergers and Acquisitions Market who play varying and sometimes overlapping roles in the M&A process. These are identified and their roles explained in this lecture.

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

Who are the Advisory Players in the Mergers and Acquisitions Market?
06:54

It is helpful to gain an initial insight into the financing of Merger and Acquisition deals.  As ever, in real life, financing of deals is a complex and drawn out process, but understanding the basics of where the money comes from is an important piece of the jigsaw puzzle.

A PDF of the slidedeck is available to download with this lecture.

Financing an Acquisition
04:18

Company valuation is a highly subjective matter and the cause of much discussion and argument in a Mergers and Acquisitions deal.  This lecture explains the basis of valuation setting the scene for a more in depth discussion later.

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

How are Companies Valued in the Mergers and Acquisitions Market?
05:04

The transaction process can be complex.  This video walks you through an overview of the Mergers and Acquisitions process so that you get a overview of the structure of the process which we will tackle in more detail in later lectures.

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

The Mergers and Acquisitions Process
07:23

This lecture shares an overview of the Mergers and Acquisitions process so that you can appreciate where the topics discussed in this course fit into the over all picture.

If you are watching this on preview and you decide not to invest in the course, that is totally fine and I hope you find this video helpful.

A PDF of the slide deck is available to download with this lecture.

Mergers and Acquisitions Deal Game Plan
08:10
+ Corporate Finance Crash Course: How to Value a Business
7 lectures 39:22

This crash course in Corporate Finance will help you, as an entrepreneur, to understand company valuation in more detail and thereby better equip you to get the right value for your business when you sell it.

Corporate Finance Crash Course: Introduction to Company Valuation
04:44

How do you value a business? Answer - with difficulty.  This is the how long is a piece of string type of question.  In this video I want to share with you the main methods that are used to come up with business valuations.  At the end you won't be able to do one, but at least you will have some idea what your bankers are talking about!

Selling a Business - Valuation
05:34

You can use the company's balance sheet and profit and loss account to calculate a valuation for your company and this lecture explains how you do this.

Corporate Finance Crash Course: Balance Sheet and P&L Methods
08:16

You can also use the company's cash flow to come to a valuation which is explained in this lecture.

Corporate Finance Crash Course: Company Valuation Cash Flow Methods
05:53

The Weighted Average Cost of Capital is a key element of the Capital Asset Pricing model.  You use this to calculate the discount rate for your Discounted Cash Flow valuation.  This is how you calculate it.  A PDF of the slidedeck is available to download with this lecture.

Corporate Finance Crash Course: Calculating the Weighted Average Cost of Capital
05:02

This lecture takes you through a worked example of a weighted average cost of capital calculation.

Corporate Finance Crash Course: Weighted Average Cost of Capital Calculation
03:39

It is too easy to make mistakes when conducting a valuation exercise.  Here are some of the common mistakes that are made and which you can now avoid.

Corporate Finance Crash Course: Common Errors in Company Valuation
06:14
+ Initial Planning
5 lectures 33:01

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.

Preview 02:54

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.  A PDF of the slidedeck is available to download with this lecture.

Preview 11:41

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. In this video I provide you with an overview of this against which we shall set the remainder of this course.

Selling a Business - Transaction Timing
04:35

So, you are considering selling your business.  Well, lets just stop a second and take stock of some important issues you need to address with your board and your advisors before you start down this long and difficult path.

Selling a Business - Planning for the Sale
06:43

Lets put a few markers down now.  If you don't know what your objectives for the sale are, how on earth are you going to be able to evaluate the result when it comes to judging the offers which are put on the table.  Stop, take stock and do some thinking about this right at the start and make sure everyone is on the same page.

Selling a Business - Sale Objectives
07:08
+ Pre Sale Preparation
4 lectures 24:49

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.

Selling a Business - Pre Sale Preparation Introduction
04:29

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.

Selling a Business - Legal and Admin Issues
05:31

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?

Selling a Business - Operational Preparation
05:54

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!

Selling a Business - Asset Review
08:55
+ Preparing the Sale Process
4 lectures 23:59

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!

Preview 05:51

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.

Selling a Business - Identifying the Best Buyers
06:21

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.

Selling a Business - Buyer Segmentation
07:35

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.

Selling a Business - Preparing for Due Diligence
04:12
+ Marketing the Business
2 lectures 11:11

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.

Key to a Successful Deal
04:10

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.

Selling a Business - The Deal Process
07:01
+ What Does a Sale Process to Private Equity Buyers look like?
13 lectures 28:09

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
Introduction to Selling your Company in a Buyout
00:59

The Typical Sale Process

There are typically Six Phases

1. Preparation

2. Documentation

3. Marketing

4. LOI

5. Due Diligence

6. Close

The Sale Process
03:48

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

What is an MBO or Management Buyout?
03:34

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.

Preview 02:23

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.

How does Private Equity value a Business?
02:39

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

Maximising Exit Value
02:46

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.

What is EBIT and EBITDA?
02:52

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.

Business Assets
01:09

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.

Debt Free - Cash Free - What does it mean?
01:24

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.

What is Normalised Working Capital?
01:44

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.

The Working Capital Cycle
01:19

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.

Preview 01:48

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

Buyout Summary
01:44
+ Introduction to Venture Capital Term Sheets
4 lectures 38:46

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.

What is a Term Sheet Part 1
08:26

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.

What is a Term Sheet Part 2
11:08

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.

Key Concepts in Term Sheets
09:37

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.

What is a Term Sheet Trying to Achieve
09:35
+ Letters of Intent in M&A Transactions
9 lectures 29:45

There is no definitive Letter of Intent or Memorandum of Understanding.  No one size fits all.  Every deal is different and the LOI you need for that deal will always be unique.  This lecture sets out what I hope to achieve in this section and why you need to leave the drafting to your lawyer.

A PDF of the slide deck is downloadable from the resources section of this lecture.

LOIs and MOUs Introduction
03:25

This lecture introduces the reason for a Letter of Intent (LOI) or Memorandum of Understanding (MOU) between a Buyer and a Seller in an M&A Transaction.

A PDF of the slide deck is downloadable from the resources section of this lecture.

LOIs and MOUs in M&A Transactions
02:01

An LOI can be binding or non binding on the parties who sign it and it is very important that this distinction is clear in the agreement.

A PDF of the slide deck is downloadable from the resources section of this lecture.

LOIs Binding or Non Binding?
01:55

There are Pros and Cons to LOIs, benefits and drawbacks to each side.  These are summarised in this lecture.

A PDF of the slide deck is downloadable from the resources section of this lecture.

The Pros and Cons of LOIs
02:38

Key Components  of LOIs Part 1

I am going to cover some of the key aspects of LOIs but in no event should the information contained in this course be relied upon as giving legal advice and it should only be used in conjunction with the advice of a competent corporate/tax attorney/solicitor.

A PDF of the slide deck is downloadable from the resources section of this lecture.

The Key Components of LOIs Part 1
03:57

This continues our review of the constituent parts of an LOI with a discussion of the key paragraphs and clauses.

A PDF of the slide deck is downloadable from the resources section of this lecture.

The Key Components of LOIs Part 2
07:19

Now we can take a look at a UK style LOI - Letter of Intent.  This is one of my actual template documents. It refers to Heads of Terms which is another term for the same thing.  Non Binding laying out of key deal terms.

The PDF of the letter is available for Download from the Resources Section of this lecture.

Example of a UK Style LOI
03:29

Now we can take a look at a US Style Letter of Intent and see how very different in style and phrasing the letter is.  This is down to the drafting and legal precedent in the US.  

The PDF of the letter is available for Download from the Resources Section of this lecture.

Example of a US Style LOI
02:49

This wraps up the section but I want to bring your attention to the Check List and Detailed Notes which I have included with this Section on LOIs and MOUs.

Section Summary and Additional Resources
02:12