This one-day seminar will enhance your knowledge and understanding of the process of conducting an investigation to determine the full implications of a proposed business acquisition and how all parties to the transaction benefit. More importantly, you will learn from professionals with direct experience in acquisitions. Topics to be addressed include how to design an investigation suitable to the transaction addressing who, what, where and when of acquisition due diligence. Using the results of the investigation, the value of the business will be discussed utilizing various methods.
- Designing an investigation suitable to the transaction
- Learn the who, what, where and when of due diligence
- Benefits for all parties to the transaction, including seller
- Valuing the business with the results of the investigation
8:30 a.m. - 9:00 a.m.
I. Introduction Of Seminar Participants And
II. What Is Due Diligence, Why Do We Do It And
9:00 a.m. - 10:30 a.m.
III. An Overview Of The Acquisition Process And
The Role Of M&A Intermediaries In Buying/
Selling Businesses And The Impact On Due
A. Why Business Owners Sell
B. What Do Intermediaries Do?
C. What To Look For In A Business Broker Or Other Intermediary
D. Deciding How To Utilize The Intermediary Community
E. How To Prepare A Business For Sale (And Influence Due Diligence)
F. Important Steps In Buying A Business
a. Assembling A Qualified Mergers And Acquisitions Advisory Team
2. How To Search For A Business Acquisition Opportunity
a. Internet Resources
3. Financing The Acquisition (See Section VI)
a. Current State Of U.S. Acquisition Financing
4. Analysis And Valuation
a. Analysis: (A Broad Overview)
b. Valuation: (A Broad Overview) From An M&A Perspective
c. Current M&A Middle Market Update
6. Due Diligence
a. Due Diligence (From A Seller's Perspective)
b. An Intermediary's View Of Buyer Due Diligence
7. Closing The Transaction
G. Questions And Answers
10:30 a.m. - 10:40 a.m.
10:40 a.m. - 12:00 p.m.
IV. The Due Diligence Process
A. Definition Of Due Diligence
B. The Four Key Elements In The Purchase Or Sale Of A Business
C. Who Benefits From Due Diligence?
D. Information Important To The Buyer
E. How This Information Is Used By The Buyer
F. The Due Diligence Plan
G. Goal Of Due Diligence
H. Who, What, When And Where Of Due Diligence
I. Typical Due Diligence Checklist
J. Proforma Financials
K. International Issues
L. Seller Due Diligence
M. Relationship Between Due Diligence And Business Valuation
12:00 p.m. - 12:10 p.m.
V. Questions And Answers
12:10 p.m. - 1:10 p.m.
Lunch (On Your Own)
1:10 p.m. - 2:40 p.m.
VI. How Due Diligence Is Used In Valuation
A. What Is A Business Valuation?
B. Uses Of Business Valuation Reports
C. Professional Organizations
D. Valuation Approaches And Methods
1. Valuation Methods Income Approach
2. Valuation Methods Market Approach
3. Valuation Methods Asset Based
4. Valuation Methods Other
E. Valuation Discounts And Premiums
F. Cash Flow Adjustments
G. Weight Earnings/Cash Flow Base
H. Capitalization Rate
I. Proof Of Purchase
J. Financing The Sale
2:40 p.m. - 2:50 p.m.
2:50 p.m. - 4:20 p.m.
VII. The Role Due Diligence Plays In Structuring
A. Introduction To Legal Due Diligence
1. What Is Legal Due Diligence?
2. Why Is Legal Due Diligence Done?
3. How Does Legal Due Diligence Impact A Transaction?
4. What Is The Goal Of Legal Due Diligence?
B. Legal Due Diligence Process
1. Who Conducts Legal Due Diligence? Who Are The Team Members?
2. What Specialty Practices Are Involved In Legal Due Diligence?
3. Where Is Legal Due Diligence Conducted?
4. What Types Of Materials Are Reviewed In A Legal Due Diligence Exercise?
5. What Should I Look For If I Am Asked To Conduct A Legal Due Diligence Review?
6. How Are The Results Of A Legal Due Diligence Review Communicated?
7. How Does The Nature Of The Transaction Affect The Scope Of My Legal Due Diligence Review?
C. Legal Due Diligence Tools
1. Understanding The Transaction Business Of The Target/Goals Of The Acquirer
2. Initial Legal Due Diligence Checklist
3. Data Room Rules/Virtual Data Rooms
4. Virtual Deal Rooms
5. Document Summaries
6. Hot Issues Summary
7. Legal Due Diligence Report
D. Mechanics Of Legal Due Diligence
1. Review Of Ownership Structure And Charter Of Target
2. Review Of Financing Agreements
3. Review Of Software Licenses
4. Review Of Customer Contracts
5. Review Of Employee Benefit Plans
6. Review Of Real Estate Leases
4:20 p.m. - 4:30 p.m.
VIII. Questions And Answers