M&A: Structuring the Deal

M&A: Structuring the Deal

Course
en
English
4 h
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Source
  • From www.edx.org
Conditions
  • Self-paced
  • Course from 200 €
More info
  • 4 Sequences
  • Intermediate Level

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Course details

Syllabus

Session 1: Review and Documents

  • Lesson 1: Review M&A Sale Process
  • Lesson 2: Where Do Legal Agreements Fit In
  • Lesson 3: Corporate Documents
  • Lesson 4: IB Engagement Letter
  • Case Studies

Session 2: Documents

  • Lesson 1: Confidentiality Agreement (CA): Non-Disclosure Agreement (NDA)
  • Lesson 2: Term Sheet
  • Lesson 3: Letter of Intent
  • Lesson 4: Definitive Agreements

Session 3: Legal Structures

  • Lesson 1: Merger
  • Lesson 2: Stock Purchase
  • Lesson 3: Asset Purchase
  • Lesson 4: Legal Structures: Advantages & Disadvantages

Session 4: Triangular Mergers

Session 5: Tax Considerations

  • Lesson 1: Stock Purchase Deal
  • Lesson 2: Asset Purchase Deal
  • Lesson 3: Stock vs. Assets Purchase

Session 6: Tax Free Deal

  • Lesson 1: Tax Free Reorganizations
  • Lesson 2: Tax-Free Acquisition Structure Alternatives
  • Case Studies

Session 7: Accounting Notes

  • Lesson 1: Accounting Rules
  • Lesson 2: Letter of Intent - Refresher

Session 8: Consideration

  • Lesson 1: Earnouts and Hope Certificates
  • Lesson 2: Contingent Considerations

Session 9: Advanced Structuring

  • Lesson 1: Tax Loss Mergers
  • Lesson 2: Break Up/Sum of Parts/Split Off
  • Lesson 3: LBOs Merger Structure
  • Lesson 4: Roll ups, Consolidation Pl
  • Lesson 5: Distressed/bankruptcy Structures
  • Lesson 6: Special Purpose Acquisition Corps (SPAC)
  • Lesson 7: Reverse Merger
  • Lesson 8: Private Equity Industry Review

Prerequisite

None.

Instructors

Jeff Hooke
Instructor
New York Institute of Finance

Editor

The New York Institute of Finance (NYIF), located in the heart of Wall Street, is a global leader in training for financial services and related industries. Started by the New York Stock Exchange in 1922, it now trains 50,000+ professionals in over 120 countries.

NYIF was first mentioned in the introduction to a book called Stock Exchange Procedure by Birl E. Shultz, PhD. In 1921:

“It became evident that, for the sake of the business itself and for the sake of the thousands of young men and women employed by the Exchange and by its member firms, some method should be devised whereby they might learn the fundamentals; the reasons why they did the things which occupied their working days.” NYSE president Charles Gay, 1921. This was the inspiration behind the establishment of the New York Institute of Finance In 1922.

NYIF courses cover everything from investment banking, asset pricing, insurance and market structure to financial modeling, treasury operations, and accounting. The institute has a faculty of industry leaders and offers a range of program delivery options, including virtual, self-study, online courses, and in-person classes. Its US customers include the SEC, the Treasury, Morgan Stanley, Bank of America and most leading worldwide banks.

Platform

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