Financial Literacy 102: Mergers and Acquisitions

In partnership with ATDC, TiE Atlanta presents a financial readiness course for founders and company leaders who are getting ready for mergers and acquisitions in the near future. Led by subject matter experts, participants will develop a deeper understanding of the economics of buying and selling companies, the processes involved, the terminology, timing, financing, legal issues, etc.

Cost:  Free to attend

Registration deadline:  September 1, 2023

Class schedule:
September 5th, 2023

Module 1 – Introduction

Module 2 – Strategic and Practical Considerations

September 12th, 2023
Module 3 – Valuation
Module 4 – Deal Math

September 19th, 2023
Module 5 – Due Diligence
Module 6 – Merger and sale agreements

September 26th, 2023
Module 7 – Takeover Defense and Financial Perspective

Module 8 – Deal Aftermath

CLASS BREAKDOWN

September 5, 2023

Module 1: Introduction

presented by Aprio

• Anish Amin
• Raymond Brady
• Kenny Janis

https://www.linkedin.com/in/anish-amin-ab33053b/

https://www.linkedin.com/in/raymond-brady-a0841662/

https://www.linkedin.com/in/kennyjanis/

Module 1 will consist of an introduction to the M and A world including a definition of key terminology used in the “deal space”, what drives transactions (either buying or selling), and what sorts of frameworks do transactions typically occur within, impacted by the corporate structures of both buyers and sellers.  The need for process discipline will also be discussed so as to resist “deal fever.”

Module 2:  Strategic and Practical Considerations

Module 2 will provide an overview of the considerations that should be reviewed and discussed generally before embarking on an M and A transaction.  Key issues to include would be deciding on what strategic alternatives there might be, screening candidates for capabilities and synergies, screening those candidates for operational fit, geography, customer overlap and other issues.  Considering who might be other buyers or sellers will assist in assessing how competitive the process might be and also to assess what sorts of consideration might be required to “clinch” a deal.  And it is always good to have a Plan B in case the initial target does not come through.

September 12, 2023

Module 3:  Valuation

presented by Gregg Ficery, Integgra

https://www.linkedin.com/in/gr…

A key factor in either buying or selling a company is always how to assess the value of the acquisition or a sale, and how to create a “meeting of the minds” between the two parties to the transaction.  First and foremost, there has to be general agreement that the transaction will create value for the buyer and doing that will require some agreement of the key assumptions that each side will believe as well as taking in to account softer viewpoints.  And, the use of outside experts can be an advantage to working on getting an agreement regarding valuations

Module 4: Deal Math

Same as above-2 modules on the same day

Once there is general agreement on the basic assumptions for a business, there is a follow on discussion about transaction values as a multiple of sales, EBITDA, and other factors, including some industry “standards” for various types of industries (recurring revenue companies, for instance, are typically valued at a higher multiple than transactional companies like consultancies).  Exchange ratios for outstanding shares, number of fully diluted outstanding shared exist, and proforma ownership are other factors that impact the “deal math.”

September 19, 2023

Module 5:  Due Diligence

Presented by Neeti Dewan

Neeti Dewan – https://www.linkedin.com/in/yourglobalcfo/

At some point in the back and forth of reaching a terms sheet that a deal can be structured upon, the buyer will want to begin a due diligence process that will review the full scope of the financial, legal and contractual, commercial of the seller.  A “Deal Room” is set up (typically virtual but not always) containing all financial results including bank statements, debt instruments, ownership information, all contracts, customer information, supplier information, intellectual property information and documents, personnel issues and information, any outstanding legal issues, government and regulatory issues or requirements and anything else that could impact valuation

Module 6: Merger and sale agreements   

Presented by 

Jaymen Chavda, Chavda Law Group

https://www.linkedin.com/in/jaymenchavda/

As negotiations and due diligence processes  progress legal documents will need to be developed to memorialize the agreement and transactions,  Issues such as stock versus cash, asset sales versus acquisition of a “going concern”, current versus deferred compensation of parts of the value of the acquired company, and escrow amounts and structures are important parts of this process.  Additionally, the representations and warranties that each side is going to have to commit to in the final documents can be the subject of lengthy negotiations in some cases.

September 26, 2023

Module 7: Takeover defense and Financial Perspective

Presented by Castlefield Group

• Pedro Ferreira
• Nick Barrow

https://www.linkedin.com/in/pedroferr/

https://www.linkedin.com/in/nick-barrow-33272b7/

Ideally transactions that have similarly motivated buyers and sellers make for the most straightforward deals to get done, but there are always points of tension and confusion.  There are actually transactions that are quite hostile to the potential seller if that seller is not motivated to sell, but there are also many transactions that while not termed hostile, are still difficult to complete.  In all transactions, there are a number of stakeholders including the management team, regulatory bodies, owners and advisors, that will have to be dealt with along the path to a deal and each will have their own specific, self-motivated questions.

Module 8:  Deal Aftermath

At some point, a deal is either going to fall apart or it is actually going to get done, much to everyone’s relief and some form of compensation is going to change hands.  But unfortunately, particularly if you are a seller, there are going to be things that will have to be dealt with over the ensuing 2-3 years (generally).  These issues could be holdbacks/escrows on part of the buyer to ensure certain events occur, there could be retention agreements to parts of the management team of the acquired company as well as non competes, and earnouts for the selling owners based on performance of the company over some ensuing time period.