What you'll learn
The fundamentals of financial restructuring, including management buyouts (MBOs) and leveraged buyouts (LBOs).
The step-by-step process of executing a management buyout, including valuation, funding, and structuring deals.
How to identify, evaluate, and manage financial distress, and the techniques for restructuring a business in bankruptcy.
In-depth analysis of mergers and acquisitions (M&A), including funding, valuation methods, and the impact on company earnings.
The role of corporate actions and their life cycle, including mandatory and voluntary corporate actions like share splits and buybacks.
Key financial metrics and models, such as the Z-Score model for bankruptcy prediction and the Rule of 72 for investment growth.
Advanced capital structure management, including the effects of leverage and recapitalization strategies.
The legal and strategic implications of mergers, acquisitions, and takeovers, and the defense mechanisms companies employ.
Case studies on major corporate transactions, such as the HP and Compaq merger, to understand real-world applications.
Global corporate restructuring practices, with insights into international examples from the UK, Canada, and East Asia.
Requirements
Basic understanding of finance and accounting concepts, such as balance sheets, income statements, and cash flow statements.
Familiarity with financial terms like valuation, leverage, and investment returns.
Knowledge of business fundamentals, including corporate structures and decision-making processes.
Analytical skills to evaluate financial statements, risks, and business scenarios.
Mathematical proficiency, especially with concepts related to interest rates, percentages, and basic financial modeling.
Access to a computer and willingness to use spreadsheets for numerical calculations and analysis.
Interest in corporate finance, mergers and acquisitions, or corporate restructuring.
Description
This comprehensive course on Financial Restructuring and Corporate Actions provides in-depth insights into the mechanisms and strategies that drive corporate transformations, buyouts, mergers, and acquisitions. Whether it's understanding the intricacies of management buyouts or evaluating financial distress situations, this course is designed to equip learners with both theoretical knowledge and practical skills. By the end of the course, students will be well-versed in various corporate restructuring techniques, their financial implications, and how to navigate the complex landscape of mergers, acquisitions, and corporate finance.Section 1: IntroductionThe course begins by introducing the foundational concepts of financial restructuring, including its importance in maintaining the financial health of corporations. The lectures cover the basics of corporate action, providing a clear overview of how financial decisions can reshape the structure of an organization.Section 2: Management Buyout (MBO)In this section, students will dive into the management buyout (MBO) process. They will learn about different types of buyouts, the structure and funding of MBOs, and the criteria for a successful buyout. Key areas include identifying suitable investors, valuing a business, calculating acquisition prices, and understanding various types of finance options available for MBOs. Real-world examples will be presented to demonstrate the numerical calculations behind MBOs and the financial benefits they can offer to both managers and investors.Section 3: Bankruptcy, Liquidation, and RestructuringThis section tackles the difficult but crucial topics of bankruptcy and liquidation. Students will explore concepts such as financial distress, insolvency, and the steps involved in filing for bankruptcy. The course delves into liquidation processes, including numerical calculations and the use of models like the Z-score to predict bankruptcy. Learners will also analyze the legal framework surrounding bankruptcy, understanding concepts such as the absolute priority rule and flow-based insolvency.Section 4: Funding Mergers and Acquisitions (M&A)Here, students will study the key financial aspects of mergers and acquisitions, focusing on different methods of payment, stock swaps, share exchange ratios, and the effects on earnings per share (EPS). The section also explores various financing decisions and how external commercial borrowings impact mergers and acquisitions, giving students a complete understanding of the financial mechanisms involved in corporate consolidation.Section 5: Case Study - HP and Compaq MergerThis section uses the HP and Compaq merger as a case study to illustrate the practical application of M&A concepts. Students will analyze outstanding shares, tax implications for shareholders, and the market's reaction to stock payment options. The lectures will cover the impact of cash payments on capital structures and provide valuable lessons on handling large-scale corporate mergers.Section 6: Leveraged RecapitalizationLeveraged recapitalization is a financial strategy where a company restructures its balance sheet to increase debt and reduce equity. In this section, students will explore different forms of leveraged recapitalization, including share repurchases and leveraged buyouts. Through diagrams and case studies (e.g., Sealed Air Corporation), learners will gain a clear understanding of how these techniques are employed to restructure companies and enhance shareholder value.Section 7: Mergers and Acquisitions (M&A)In this section, students will explore deeper concepts of M&A. Key topics include horizontal and vertical mergers, characteristics of conglomerate mergers, and understanding bootstrap earnings. Various examples will illustrate how companies create synergy and value through mergers, highlighting the role of competition metrics such as the Herfindahl-Hirschman Index.Section 8: Cash Flow and Comparable Company AnalysisUnderstanding the importance of free cash flow and analyzing comparable companies is key to valuation in mergers and acquisitions. Students will learn how to calculate and interpret negative cash flow, as well as conduct a comparable company analysis (CCA) to identify acquisition opportunities and their associated costs.Section 9: Goodwill and AcquisitionsHere, students will delve into the concept of goodwill in the context of acquisitions. They will learn how to calculate goodwill, examine divestitures, and understand the tax implications of acquisitions. This section provides an essential overview of the accounting and valuation techniques necessary for successful corporate takeovers.Section 10: Corporate Charter TransactionsThis section covers corporate charter transactions, including comparable transaction analysis and the key legal and strategic defense mechanisms employed during takeovers. The lectures will also touch on pre- and post-offer takeover defenses, helping students understand how companies protect themselves during hostile acquisition attempts.Section 11: Synergy and Its BenefitsSynergy is one of the primary motivations behind mergers and acquisitions. This section focuses on how synergy is generated in mergers and its potential benefits, such as reductions in capital needs, acquisition of valuable assets, and increased shareholder value. Real-life examples will illustrate the practical applications of these concepts.Section 12: Types of Corporate RestructuringStudents will explore various types of corporate restructuring, both financial and operational. Through examples from East Asian markets, the section will provide a global perspective on corporate restructuring and its relevance in different economic contexts.Section 13: Securing Asset LendersIn this section, students will learn about asset-based lending and the importance of securing financing through mezzanine and subordinated debt. Organic and inorganic growth strategies will also be discussed in the context of securing business capital.Section 14: Corporate Restructuring and ControlThe focus of this section is on corporate control and decision-making during corporate restructuring. Students will explore the various choices a company faces when undergoing significant changes in its capital structure and control mechanisms.Section 15: International FindingsThis final section provides a global perspective on financial restructuring through examples from the UK, Canada, and other international markets. The lectures will help students understand how strategic alternatives are explored in different financial environments and legal frameworks.Conclusion: This course equips learners with a robust understanding of financial restructuring, mergers and acquisitions, corporate actions, and leveraged recapitalization. By the end, students will be able to analyze complex corporate transactions, understand various financial structures, and navigate the dynamic world of corporate finance with confidence.
Overview
Section 1: Introduction
Lecture 1 Introduction to Financial Restructuring
Section 2: Management Buy Out
Lecture 2 Management Buyout Process
Lecture 3 Types of Management Buyout
Lecture 4 MBO Structure and Funded
Lecture 5 Sources of MBO Funding
Lecture 6 Investors for Investing
Lecture 7 Considering a Management Buyout
Lecture 8 Criteria for Buyout
Lecture 9 Valuations and Price
Lecture 10 Types and Sources of Finance
Lecture 11 Numerical Examples on Management
Lecture 12 Scenarios of Examples
Lecture 13 Capital Gain of Investment
Lecture 14 Calculating the Acquisition Price
Lecture 15 Summary on Buyout
Section 3: Bankruptcy Liquidation and Restructuring
Lecture 16 Bankruptcy and Restructuring
Lecture 17 Example of Financial Distress
Lecture 18 Concept of Insolvency
Lecture 19 Negative Equity of Insolvency
Lecture 20 Filing for Bankruptcy
Lecture 21 Bankruptcy Liquidation
Lecture 22 Numerical Calculations on Bankruptcy
Lecture 23 Z Score Model
Lecture 24 Absolute Priority Rule
Lecture 25 Flow Based Insolvency
Lecture 26 Type of Claim Remaining
Lecture 27 Salvage Calculations
Lecture 28 Example on APR Calculation
Lecture 29 Calculating the Mortgage Bond
Lecture 30 Example on Mortgage Bond
Lecture 31 Reorganizing the Unsecured Debt
Section 4: Funding Merger and Acquisitions
Lecture 32 Funding Merger and Acquisitions
Lecture 33 Learning Methods of Payments
Lecture 34 Stock Swap Options
Lecture 35 Example of Share Exchange Ratio
Lecture 36 Analyzing on Impacting on EPS
Lecture 37 Example on Impacting on EPS
Lecture 38 EPS and Post Merger
Lecture 39 Calculating the Total Earning
Lecture 40 Assumption on Increasing EPS
Lecture 41 Financing Decisions and Tab Methods
Lecture 42 Determinants of M and A Financing Decisions
Lecture 43 Learning Financing Options
Lecture 44 External Commercial Borrowings
Section 5: Case Study HP and Compaq
Lecture 45 Case Study on HP and Compaq
Lecture 46 Calculating the Outstanding Shares
Lecture 47 Tax for Compaq Shareholders
Lecture 48 Reaction on Market
Lecture 49 Stock Payment Options
Lecture 50 Outcomes with Cash Payments
Lecture 51 Impact on Capital Structures
Section 6: Leveraged Recapitalization
Lecture 52 Concept of Leveraged Recapitalization
Lecture 53 Assets and Liability Restructuring
Lecture 54 Too High and Low Leverage
Lecture 55 Diagram for Leverage Recapitalization
Lecture 56 Purpose of Firm for Leveraged Recapitalization
Lecture 57 Ways to carryout Leveraged Recapitalization
Lecture 58 Leverage Share Repurchase
Lecture 59 Leverage Buy Outs
Lecture 60 Case Study on Leveraged Recapitalization
Lecture 61 LBO and Junk Bond Financing
Lecture 62 EBITDA Capital and Recapitalization
Lecture 63 Calculation for EBITDA Capital
Lecture 64 Analyzing on the Debt Structure
Lecture 65 Learning the Recapitalization Transaction
Lecture 66 Case Study on Sealed Air Corporation
Lecture 67 Case Study on Leveraged Recapitalization
Lecture 68 Transaction for Levraraged Share and Dividend
Lecture 69 Transaction Assumption Examples
Lecture 70 Balance Sheet and the Income Statement
Lecture 71 Learning Valuation and Leverage
Lecture 72 Analyzing the Shareholder Level
Lecture 73 Calculating Dividend Per Share
Section 7: Mergers and Acquisitions
Lecture 74 Concepts based on Mergers and Acquisitions
Lecture 75 Example on Mergers and Acquisitions
Lecture 76 Discussion on Parties to the Acquisitions
Lecture 77 Understanding Horizontal and Vertical Merger
Lecture 78 Characteristics of Conglomerate Merger
Lecture 79 Bootstrap Earnings and its Example
Lecture 80 Bootstrap Earnings with Share
Lecture 81 Herfindalhl Hirschman Index
Lecture 82 Solution to Respective Market Share
Section 8: Cashflow and Comparable Companies
Lecture 83 Importance of Free Cashflow
Lecture 84 Calculating the Negative Cashflow
Lecture 85 Comparable Companies Analysis
Lecture 86 Advantages and Disadvantages of CCA
Lecture 87 Cost of an Acquisition
Section 9: Goodwill and Acquisition
Lecture 88 Accounting for Acquisitions
Lecture 89 Calculating the Goodwill of Firm
Lecture 90 Divestitures and Restructuring
Lecture 91 Taxes and Acquisition
Section 10: Corporate charter Transaction
Lecture 92 Comparable Transaction Analysis
Lecture 93 Process for Comparable Transaction
Lecture 94 Discussion on Corporate Charter
Lecture 95 Pre Offer takeover Defense Mechanism
Lecture 96 Post Offer takeover Defense Mechanism
Section 11: Synergy and its benefits
Lecture 97 Learning Synergy and its example
Lecture 98 Generating value in synergy
Lecture 99 Acquisition of assets
Lecture 100 Discussion on the benefits
Lecture 101 Reductions in capital needs
Section 12: Types of Corporate Restructuring
Lecture 102 Topic on corporate restructuring
Lecture 103 Various types of corporate restructuring
Lecture 104 Financial and Operational restructuring
Lecture 105 Corporate Restructuring in East Asia
Section 13: Securing Asset lenders
Lecture 106 Securing Asset based lenders
Lecture 107 Mezzanine and Subordinated Debt
Lecture 108 Organic and Inorganic growth
Section 14: Corporate restructuring
Lecture 109 Choice of Corporate restructuring
Lecture 110 Corporate Control in Corporate restructuring
Section 15: International Findings
Lecture 111 UK findings in International Findings
Lecture 112 Canada findings in International Findings
Lecture 113 Focusing Strategic Alternatives
Business Executives and Managers: Those looking to enhance their understanding of corporate restructuring, financial transactions, and strategic decisions that impact a company's growth or survival.,Aspiring Financial Analysts: Individuals who wish to gain practical skills in financial modeling, mergers and acquisitions (M&A), bankruptcy restructuring, and corporate finance.,Entrepreneurs and Business Owners: Those seeking knowledge on managing corporate finances, structuring deals, and navigating financial distress scenarios within their own businesses.,Investors and Investment Analysts: Professionals who need to understand the implications of corporate restructuring, M&A, and related financial strategies for investment decisions.,Lawyers and Legal Professionals: Those working in corporate law, especially in areas such as mergers, acquisitions, corporate finance, and bankruptcy, where knowledge of financial restructuring is critical.,Students in Finance, Accounting, or Business: Anyone pursuing a career in corporate finance, accounting, or business management, and wanting to understand advanced financial restructuring processes.,Corporate Finance Advisors: Those who provide strategic and financial advice to companies during mergers, acquisitions, and other restructuring activities.,Financial Consultants: Professionals who guide companies on improving financial efficiency, managing debt, or optimizing their capital structure.
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