Discover The Key To A Successful Mergers & Acquisitions Transaction
With Leading M&A Authority, Bill Snow

Author of Merger & Acquisitions for Dummies (Amazon 4.5 Stars)
A Speaker And Panelist At Harvard Business School
Finalist Of 2016 M&A Thought Leader Of The Year

Based on recent survey by Earnst & Young, 49% of corporate leaders
has indicated their interests in acquiring or merging next year.

• Bill is a notable mergers and acquisitions professional, with more than 29 years of business experience and over 10 years of transaction work.
• In addition to Merger & Acquisition for Dummies, he also authored Networking is a Curable Condition, Venture Capital 101, and How To Hire An Advisor To Sell Your Company.
• He is currently the Managing Director of Jordan, Knauff & Company – a middle market invest bank. Since assuming the position in 2013, he has worked with private companies with annual revenues between $10 million to $300 million.
• Bill has represented buyers and sellers in a diverse range of industries including business services, data marketing, distribution, food and drink equipment, marketing services, guarding, cleaning, staffing, and telecommunications.

Books

Testimonials

“What makes Bill unique is the fact that he is very experienced and has been involved in various M&A deals. I found the experiences shared to be practical and beneficial to me.”
Raphael Khlat – President, Faisal Jassim Trading Company

“Bill has good M&A knowledge and is able to connect with the audience. His sessions were very interactive. I loved the fact that the materials provided were simple to understand.”
Amit Khandelwal – Senior Vice President, Finance, Dubai Holding

“The trainer was confident and generous in sharing his experiences. The most useful thing I learnt from the event was with regards to methods and steps in M&A which we need to follow in order to close a deal successfully.”
Mohammad Al-Dasouqi – Deputy CEO, Al-Nabil Food Products

“The training was very interesting. I learnt that we need to be flexible when partaking in negotiations. We also need to have personal touches, not be too rigid and understand our clients’ needs. As I am involved in acquiring and selling of companies, the course definitely serves its purpose.”
Debbie Cindy Munting – Associate Director, Corporate Development, Axiata Digital Services

“Bill has practical and insightful knowledge about the subject matter. He also has a great sense of humour.”
Mohit Bhargava – Finance Transformation Lead, Al-Futtaim Group

“Bill is simply brilliant. He was like Master Yoda trying to explain things ala Russell Peters. The overall concept of M&A was well-captured. I am impressed as the event was well structured. The main takeaway of the event was the overall structure of M&A. We learnt A to Z about M&A which is simply brilliant.”
Azli Nordin – Head, Legal, Cyberview

“Bill Snow is a very good presenter with interesting examples from his experience. The event’s main strength is the part about how considerations for an acquisition can be structured.”
Volodymyr Synytsia – Legal Consultant, Agrimatco

Past Clients

• Cyberview
• Agrimatco
• Dubai Holding
• Giza Systems
• Al-Nabil Food Products
• Al-Futtaim Group
• Fine Hygienic Holding
• Illinois CPA Society
• The Mentor Group Inc.
• Axiata Digital Services
• Venn Strategy Group Inc.
• Hamilton-Chase Consulting
• Faisal Jassim Trading Company
• Addition Manufacturing Technologies
• Better Business Bureau of Chicago and Northern Illinois

Why You Should Attend

Successful business executives in almost all functional areas must have at least a solid working knowledge of the broad topic of Mergers & Acquisitions (M&A). While maximizing value for owners has always been a fundamental goal of businesses worldwide, achieving that goal has become more and more challenging.

Developing and managing a successful portfolio of businesses requires determining the right courses of action.Whether a merger, an acquisition, an alliance, or even a licensing contract is being considered, understanding the pros and cons of each option is imperative and will increase likelihood of success.

Understanding the fundamentals of M&A will help any professional be better prepared for competition in today’s and tomorrow’s business environment.If you are contemplating the effects on mergers & acquisitions can have on your company and career, this event is for you.

Program Agenda

DAY 1

Day one will cover the fundamentals of mergers & acquisitions. Terms, definitions, and nomenclature will be introduced, the M&A process will be described, valuation techniques will be explored, and documents and legal considerations will be explained.

Module 1: Terms, Definitions & Nomenclature

Understanding M&A transactions starts with an understanding of the building blocks of deals. In this section, industry specific terminology, including myriad M&A related acronyms, will be introduced and explained.

• The language of M&A
• Brokers, investment bankers, auctions, and negotiated transactions
• Strategic buyers, private equity firms, and family offices
• The misconceptions and realities of the M&A world
• Common pitfalls in M&A deals and how to avoid them

Class Participation: What are your M&A goals?

Module 2: The M&A Process – Two Sides of the Same Coin

M&A deals do not happen in a vacuum, they are the result of a step-by-step process. Understanding the M&A process will enable deal makers to better prepare and position themselves for successful transactions.

• An in-depth review of the fundamental steps to an M&A transaction will be explained
• The differences between the roles and expectations of buyer and seller and their respective actions during the process will be discussed and explained
• How to hire an investment banker and the differences in compensation for sell side and buy side M&A advisors

Case Study: How important is industry experience if the advisor never attends a meeting?

Module 3: Valuation and The Strategic Imperative

Valuation often begins as a science buts ends as an art. The science portion of valuation starts as an academic exercise. Earnings before interest, taxes, depreciation, and amortization (EBITDA) is often one of the main components of valuation, but other important considerations are also examined.

• Explanation of EBITDA and why it is used as a basis for valuation
• Alternative valuation techniques to EBITDA
• An examination of an investment banking pitch book and a detailed analysis of transaction comparables, trading comparables, leveraged buyout analysis, and discounted cash flow analysis
• Enhancers and detractors to valuation
• Pro-forma explanations of valuation
• Finding a strategic imperative and how that can help shape valuation expectations

Case Study: Distribution facilities, accounting systems, and other surprising examples of value in a deal

Group Exercise: Create an acquisition thesis.

Module 4: Documents and Legal Consideration

The role of attorneys in M&A deals will be discussed and a deep dive into the legal documents that are used to affect transactions will be explained.

• What is a confidentiality agreement and why is it used?
• A detailed explanation of term sheets, Indications of Interest (IOI), and Letters of Intent (LOI)
• An analysis of purchase agreements
• What is working capital in an M&A transaction?
• What is an adverse material change?
• Legal discussion, including explanation and examples of representations and warranties, indemnification, and escrow
• What recourse, if any, does a buyer have if a seller breaches a representation?

Class discussion of an Indication of Interest, Letter of Intent, and Purchase Agreement.

DAY 2

Day two will delve into the actual process of making acquisitions. This ranges from how to find and develop acquisition targets to negotiating, financing, and structuring transactions. Due diligence and post-closing integration will also be explored.

Module 5: Buyer’s Folly

In the world of M&A, the roles of buyer and seller are reversed. Buyers far outnumber sellers and as a result, buying a company is far more difficult and challenging than selling a company.

• The competitive landscape of private equity, limited partners, unfunded sponsors, family offices, and corporate development initiatives of strategic buyers
• Other buyers are not the only competitor for acquisitive companies, “stasis” or in other words, a seller not making a decision, can slow or scuttle a deal
• What is the difference between proprietary deal flow and an auction process? What are the benefits and limitations for buyers and sellers?
• Buyers should strive to find unique techniques and strategies to differentiate themselves from other buyers. Avoid overused phrases and instead offer a value proposition – in addition to money - that resonates with the seller.

Case Study: The Curious Case of the “Perfect For Me” Buyer

Module 6: Avoiding the “Passive Ask” When Pursuing Acquisitions

Acquiring companies is easier said than done. Reading press accounts of a closed transaction often leaves out the most difficult part of the process: Finding a company to buy.

• Search, negotiation, and finance, the three main components of buy side M&A, are discussed.
• Successfully finding a buy side target is improved with a proactive process. Passively asking others if they know of a good opportunity decreases the odds of success.
• Compiling a buyer’s list and sourcing transactions
• Approaching acquisition targets is improved when buyers have a thesis. Examples of topics and techniques will be provided.
• What to look for when visiting an acquisition target, from the appearance of facility to the body language of the business owner.

Case Study: A Cornucopia of Bad Pitches

Roll Playing Exercise: Design a pitch and present it to the class

Module 7: Financing Options and Putting A Deal Together

M&A transactions are complicated affairs and a seller can convey a company to a buyer in innumerable ways. What is being acquired by the buyer and what is obtained by the seller in exchange?

• Cash, stock, and assumption of debts are some of the methods that buyers can use to acquire companies
• The differences between buying equity and buying assets
• Cash at closing is king but what other structures may be of interest to sellers?
• What does “structuring a deal” mean and how can it be used to bridge valuation gaps between buyer and seller
• Sources of capital for M&A transactions include cash, senior debt, mezzanine financing, and equity investors. What are the pluses and minuses to each of these sources?

Group Exercise: Prepare an offer for a company

Module 8: Negotiating Insights

Negotiating deals is where the science of valuation often morphs into an art. While analogies to poker are apt, successful negotiating is not about bluffing. The key is understanding the relative strength of your hand to the other side.

• Determining the strength of your position relative to the other side is important. Overplaying a strong hand is just as bad as misplaying a weak hand.
• Bluffs in M&A will be called, the better approach is honesty, objectively and forthrightness.
• State your case with evidence and logic. Appeals to the authority of others are a logical fallacy and will be exposed by an experienced counterpart.
• Avoid line in the sand and “take it or leave it” negotiating ploys.
• Explain your position and endeavor to understand the motivation of the other side.
• Everything is capital and can be used in a trade. Give nothing away.

Group Exercise: Craft a response to a counter offer

Module 9: Due Dilligence, Integration Planning, and After The Close

A signed LOI is only a starting point for a successful transaction. The buyer must perform due diligence to confirm the seller’s representations and more importantly, the buyer must properly plan to integrate the acquired company.

• What are the differences between entrepreneurial companies and professionally managed companies?
• What is due diligence and how should buyers confirm the information provided by the seller?
• What does the seller want to do post-transaction and does the acquired company have sufficient management to run the business?
• What is the difference between an audit and a quality of earnings report?
• Integration issues can be limited with proper planning…and the right checklist.
• The team an acquirer needs includes personnel from legal, accounting, human resources, payroll, insurance, and environmental.

Case Study: The Buyer Who Weakened a Strong Position With USD 1.6 Million Due Diligence

Case Study: The Tool Company That Lost Money By Selling More

Who Should Attend?

This class is designed for people who plan to be or are involved in mergers and acquisition activities. These include but are not restricted to:

• Managing Directors & Senior Management
• CEOs
• CFOs & Financial Heads
• Executives of M&A Team
• Legal Heads & In-House Counsels
• Directors of Strategic Planning
• Financial Managers / Executives
• Operations Managers / Executives
• Investment Bankers
• Corporate Development Professionals
• Private Equity Professionals
• Lawyers / Accountants
• Contracts Executive

*******For more details, kindly download the brochure*******