London corporate finance course: “deal processes” – 1 day

• A typical deal process – initial stages – information exchange
  • Understanding a typical deal process
  • Key process issues
  • Managing confidentiality
  • Interpreting and analysing the information memorandum and other data
  • The world’s best memorandum – what it looks like
  • Traps in forecasts What is the right level of detail?

Exercise 1 - the information memorandum.  Delegates are asked quickly to construct a contents page for a business plan, and then decide how they would want to modify this to create an information memorandum

• Differentiating yourself in the process
• Positioning yourself amongst competing purchasers
• Managing an auction process to your advantage

Exercise 2 - process techniques.  Teams are asked quickly to apply techniques designed to enhance the position of their client in a process.  What questions can you ask?  What information could you impart that might help differentiate your client?

• Subsequent stages – offer, dataroom, due diligence
  • An offer - points that should be covered in an ideal offer letter

Exercise 3 - the offer letter.  Delegates are supplied with a sample offer letter for consideration and analysis.

• Problems with datarooms
• Data rooms - the world’s best data room – what it looks like
• The real role of due diligence
• Due diligence short cuts – how to slash the due diligence bill

Exercise 4 - framing due diligence.  Teams are supplied with a short terms of reference for a real due diligence project and asked to draw a link to the key commercial issues for that client.  How clear are the issues? How can the due diligence work best be focused?  How is this client going to be kept happy?

• Heresy: how to eliminate due diligence
• Vendor due diligence – when is it appropriate and who benefits?
• Final stages and documentation
  • Key protections
  • Key documents and issues
  • Heads of terms (HOT) – role and risks – the problem with heads

Exercise 5 - heads of terms.  Your client is making an acquisition, and has shaken hands with the vendor.  Teams are provided with a HOT that has been supplied by the vendor’s advisors, a leading corporate finance practice.  Your client is meeting with the vendor to discuss the HOT tomorrow, and would like your comments before you go home for the evening. What’s wrong with the HOT you see there?

• Earn outs
  • Key issues in agreeing an earn out
  • Documenting an earn out

Exercise 6 - an earn out.  Delegates are supplied with a sample earn out from their client’s lawyer, who has asked for your input.  What issues do you see there?  What would it make sense to negotiate over?  What could you achieve for your client here?

• Other issues
  • Appropriate transitions
  • Managing exclusivity
  • Advisors and their roles – getting the most out of advisors
  • Controlling costs

• Course conclusion
  • De-risking each stage of the process
  • The best deals for you to do
  • Placing yourself at the centre of the deal
  • Becoming a rain maker
  • Avoiding the worst that can happen in a process

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