Program: Mergers and Acquisitions Workshop
Program Sponsor: Middle Market Investment Banking Association (MMIBA)
Focus:
The valuation practitioner and the CPA have unique advantages in terms of entering this field. It is imperative, however, that substantial training be obtained if the practitioner is to achieve success and avoid the many pitfalls—including technical, legal, and practical—that this field contains. The Consultants’ Training Institute, and the Middle Market Investment Banking Association offer the intensive, five-day, training and certification program, called Mergers and Acquisitions Workshop, that is the first totally comprehensive M&A course to contrast and compare the buy and sales side perspectives of middle market M&A. Much of the literature on M&A is theoretical or academic and written by authors who have never actually done deals or only seen a part of the overall process or one side of a deal. Traditional course material on the subject of M&A tends to exclusively reflect either the formalistic “number-crunching” buy-side, or on occasion, the less formal but no less artful transactional advisor’s approach to orchestrating events in order to maximize value for his or her sales side client. This course assumes the two contrasting views as being two sides of the same coin. Inexperienced advisors reading the existing literature can be confused about what happens in the real deal world. They may attempt to apply highly formalistic concepts to the sales side when practical deal-making skills and knowledge of the market are called for. On the other hand, as sales side advisors they will try to do deals without knowledge of basic financial analysis or M&A valuation concepts that implicitly underlie every deal. Understanding how these issues are viewed both from the buy side and the sales side perspectives, and the dynamic process that fuses the two contrasting views, is what makes this course unique and of interest to both inexperienced and experienced deal makers.
Details:
What You Will Learn
This course is designed to put new advisors to this field on the fast track to moving forward in the M&A world. Experienced advisors from the CPA, consulting, or investment banking community will gain serious insights to their own pursuits after going through the M&A processes with some of the nation’s more seasoned middle market M&A pros.
Daily Schedule Days 1 & 2
Day 1—The Sales Side of M&A
• The M&A process and protocol
• Techniques used by sales side advisors and intermediaries
• The 12 steps of the M&A process
• Sales side Rules of 5 and 10
• Value vs. price considerations
• ROIs, cap and discount rates, and cash flows
• Survey of the Middle market M&A, players and drivers
• Finding buyers
• Classic M&A cycles and timing
• Differences between M&A Street Value and FMV
• The Balance Sheet and deliverable targets
• Preparing a business for sale
Day 2—Special Topics in M&A
• Valuation for private equity and venture capital deals
• Allocation of purchase price considerations
• Establishing and running an M&A practice
• Capital markets and types of financing (IPOs, PIPEs, bank debt)
• The psychology of clients (care handling and types)
• Current Trends in M&A
• Deal Points Studies—Saturday clauses in M&A deals
• Merger integration
Day 2—Forensic Accounting in Matrimonial Cases
“Show me the money!” Participants will learn what forensic accountants offer in divorce cases. You will learn how to get started in this lucrative area, including developing your work plan and documenting your analysis, including reports and declarations. Participants will learn how to provide analysis in the following areas: income available for support, tracing of separate and community property, analysis of lifestyle of the parties or children, and financial issues in high net worth cases. After attending Day 2, you’ll be able to make sense of the “big box” of documents that the attorney drops on your desk.
Daily Schedule Days 3
Day 3—The Buy Side of M&A
• Techniques for finding sellers
• Engagement structure
• Steps and techniques used by buyers
• Buy side Rules of 5 and 10 and the Super Rule of 5
• Pre-deal strategic planning and “platform philosophy”
• Techniques for finding sellers
• The acquisition process
• Discount and capitalization rate determination
• Structures and concerns of buyers
• Sources and uses of deal financing techniques
• Buy side due diligence (lite)
• Structuring M&A deals (case studies)
Daily Schedule Day 4
Day 4 AM—Negotiation Principles and Techniques
In mergers and acquisitions transactions, the objective is to arrive at a convergence of points of view in which each party walks away feeling he/she got a fair agreement. This requires the dealmaker to fine-tune his/her negotiation skills to guide the parties toward such convergence. To that end, this session explores how fundamental negotiation principles and strategies are used in actual M&A transactions and compares and contrasts the techniques used on the sales side with those used on the buy side.
• Using the concepts and techniques
• Negotiation principles in action
• Strategies and tactics
• Sale-side negotiations
• Buy-side negotiations
Day 4 PM—M&A in Action
• Using the concepts and techniques
• Introduction of a case study
• Actual simulated M&A transaction between participant buyer and seller teams
• Bringing together theory and practical application
Daily Schedule Day 5
Day 5 AM—Tax and Legal
• M&A taxation and legal documents
• Potential risks of change in conditions
• Contingent liabilities
Day 5 PM—Mastering the Skills of Sales and Marketing.
Efficiency in communications, branding, sales, and building a business: Whether you are launching a new M&A practice or looking for new ideas to become more effective in your approach to the market, this course is specifically designed with you in mind. This session encompasses fundamental principles and practical applications—tried and proven approaches and new ideas to help you grow your M&A business and further develop critical skills in sales and marketing in the investment banking arena.
• Sales vs. marketing—knowing the difference matters
• Why branding?
• Market segmentation and targeting your best prospects
• The best sales and marketing channels for M&A (tactics)
• Creating a strategic road map
• Prospecting and appointment setting—if not cold calls, then what?
• Winning engagements with great presentations and proper objection handling
Development & Instruction Team
This course is taught by experienced practitioners under the direction of Dennis J. Roberts, CPA/ABV, CVA, the chairman of a very active M&A investment bank. Having acted as the investment banker advisor on numerous transactions over many years, he is also a formal business valuator having done such business valuations as the “Nixon Watergate Tapes.” He has been acclaimed “Instructor of Great and Exceptional Distinction” by NACVA and was on the committee that developed the original business valuation curriculum for CPAs. Mr. Roberts is a nationally acclaimed lecturer and speaks on investment banking and valuation subjects with humor, insight, and many anecdotes. Charles C. Andrews, CBI, Greg Boucher, CBI, CMEA, Enrique C. Brito, MBA, CFA, AVA, CM&AA, William E. Offutt, III, JD, CPA, CVA, and Robert M. Stutz, II, AVA, ASA, round out the highly qualified instruction team, and Tammy A. Richards, AVA, was instrumental in developing various aspects of course content.
Who Should Attend
CPAs, merger and acquisition consultants, investment and financial analysts, investment bankers, financial officers, CEOs, and CFOs.
Recommended Reading
Mergers & Acquisitions: An Insider's Guide to the Purchase and Sale of Middle Market Business Interests
There is an enormous middle market wealth transfer taking place and will continue over the next decade. Mergers and Acquisitions: A Guide to Selling Middle Market Businesses conveys the unique issues and circumstances of middle market mergers and acquisitions, companies valued between $5 million to $300 million. Real world anecdotes and vignettes are included. In addition, the book discusses accounting issues, valuation issues, legal issues, securities issues, due diligence issues, and M&A from a buy side point of view. Designed for use by consultants, investment bankers, owners, and management.
CMAP Certification
The CMAP certification is awarded by the Middle Market Investment Banking Association (MMIBA) and endorsed by IBA and NACVA. The prerequisite criteria, in addition to passing the exam (see below), for obtaining the Chartered Merger and Acquisition Professional (CMAP) credential, include the following:
1. A four-year degree in business from an accredited college or university or, alternatively, a non-business undergraduate degree with one of the following (a) an MBA or other graduate degree in a business field, (b) a law degree, (c) two years of experience in M&A in which the applicant worked in a “principal investment banking role,” or (d) four years of full- time experience in M&A in which the applicant worked in a support role such as valuation, accounting, due diligence, tax consulting, etc.
2. Candidates must, in addition to the above, hold a credential from a recognized institution demonstrating a higher level of training and accomplishment in a field of business, finance, accounting, economics, or business management.
Credentials recognized include: Certified Business Appraiser (CBA), Certified Valuation Analyst (CVA), Accredited Valuation Analyst (AVA), Certified Forensic Financial Analyst (CFFA), Accredited in Business Valuation (ABV), Accredited Senior Appraiser (ASA), Accredited Member of ASA (AM), Chartered Financial Analyst (CFA), Certified Fraud Examiner (CFE), Certified Merger and Acquisition Advisor (CM&AA), Certified Management Accountant (CMA), Certified Public Accountant (CPA), Charter Accountant (CA), or other recognized accounting or financial credential subject to NACVA Headquarters approval.
3. Be a Practitioner, Academic, or Government member of NACVA and maintain active status (i.e., comply with recertification).
4. Provide one business client and two professional references.
5. Attend the five-day Mergers and Acquisitions Workshop sponsored by the Middle Market Investment Banking Association (recommended, but optional).
6. Pass a four-hour proctored CMAP Certification Exam which will consist of approximately 250 multiple-choice and true/ false questions. Individuals may challenge the exam, meaning the training is not a prerequisite to sit for the exam.
Thirty-six hours of CPE will be required every three years for re-certification, with at least one-half of the hours directly related to M&A, which includes business valuation, and the other half in areas tangential to M&A, which includes areas of finance, forensic accounting, negotiation, fraud consulting, and other fields where the designee can substantiate some relevance to M&A.
NASBA Sponsorship
IBA and NACVA are registered with the National Association of State Boards of Accountancy (NASBA), as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors, 150 Fourth Avenue North, Suite 700, Nashville, TN 37219-2417. Web site: http://www.nasba.org.
