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Principles of Private Equity

Start Date:
22. January 2020
Finish date:
10. November 2020
Code:
PE200
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Price:
10794.00 GBP (VAT incl.)
Location:
In-House
Download:
Ascentium Associates - Training Directory 2020.pdf
Tutor:
Mr. Aleksander Grzeszczak

Description

The Principles of Private Equity

Private Equity from the Ground Up

 2-Day Executive Education Training Programme

 

This course is available on an in-house basis only - To have this delivered for your team, please contact us.
Pricing is from GBP8995 + VAT (where applicable) for a group of up to 8 attendees
For bigger groups or for training delivered outside London, please contact us for a quote

 

 

Programme Overview

The Principles of  Private Equity is an intensive 2-day programme that aims to give attendees a solid introduction to the world of Private Equity (and Buyouts). By focusing on these six fundamental areas of knowledge it “unpacks” the PE world and develops an executive's confidence needed to operate comfortably in the PE environment. The theoretical elements of the course are complemented by “key lessons” learned from live/prior transactions.

1. “Organizational” topics related to PE funds & investing
2. Cash flow analysis & modelling (we will be using PE, LBO models for that)
3. Valuation of PE transactions, comparables based valuation, LBOs (and modelling)
4. PE investment process (from “entry” to “exit”)  - we will follow a “live” (recently completed) transaction
5. Negotiating a Share Purchase Agreement
6. From “Signing” to “Closing” a transaction (and everything in between)

With the exception of item 1 (above), where some theory and “informational” delivery (deliberately kept to a modest minimum) is scheduled, this course is focusing on practical aspects and transaction based learning.
This course is ideal for PE junior professionals, investment bankers in PE coverage groups, professionals involved in financial advisory in general.

Course Director 

Aleksander Grzeszczak has for the past 10 years been a senior advisor to Value Discovery Partners (VDP), a major private equity investment fund focused on emerging markets, particularly on South Eastern Europe. Alek has executed a number of acquisitions in the region and is currently responsible for restructuring of the operating companies, executing business plans, acquiring and selling assets.To read Alek's full profile, please click here

This course is aimed at:              

• Private equity professionals
• Limited partners
• Corporate M&A teams
• Senior management
• Finance managers
• Family Offices
• Bankers and corporate financiers
• Accountants
• Consultants
• Lawyers
• Institutional investors
• Placement Specialists 

Key Learning Outcomes:

The programme is intended to deliver a general and practical PE industry insight skill-set that can be applied immediately in the workplace. Attendees of this 2-day course will gain an understanding of:

• How the PE investment process/cycle works (from entry to exit)
• How PE funds value assets/companies
• How Sale & Purchase Agreements are structured
• How transaction negotiations are conducted

Pre-Requisites: The course requires a reasonable knowledge of accounting, basics of corporate finance, and basics of excel.

Course Outline

Day 1 Topics

Private Equity Introduction
• Buy out view of the world vs. public equity
• Mechanics of a Private Equity transaction & deal selection
• Equity & debt sources of funding
• Post acquisition management, other shareholders
• Forms of exit & exit value considerations
• Returns; credit statistics, transaction multiples
• Private Equity in developed vs. emerging markets

Fund Formation & Organization
• Where to form a fund (US, UK, other jurisdictions)
• Sponsors, Investor Issues, raising capital
• Typical US, UK Structures (Limited Partners, General Partners, Managers)
• Carried Interest, Profit Share
• US, UK tax considerations; Regulatory authorizations
• Governance

Valuation of Transactions & LBO (Leveraged Buyouts)
• Everything about multiples
• Why LBOs?
• Debt capacity factors & structural issues (ex. Subordination)
• Structural enhancements (Derivative Structures; Senior Convertible; Seller Note)
• LBO Debt Market characteristics
    - Primary & secondary debt markets
    - Historical & future trends on terms

Investment (Entry & Exit) Process
• Investment bankers, lawyers, outside advisors
• General discussion on due diligence
• Vendor assistance, vendor due diligence
• Legal due diligence, other (operational, environmental, etc.) due diligence
• Data room organization (physical, virtual)
• Process & workflow details (Phase 1, Phase 2, Phase 3)
• Standalone valuation & sources of value for buyers
• Offers, Term Sheets (preliminary, binding offers)

Individual Exercise – Leverage buyout model. Participants will receive a fully revolving LBO financial model and under the guidance  of the instructor will get very familiar, backwards and forwards with its structure and functionality. 

Day 2  Topics

Structuring & Negotiating Transactions
• Asset vs. share acquisitions (and consequences)
• Typical acquisition structures (shares, SPV holding, takeover bids)
• Contracts & contract conditions, clauses
• Disclosure Letter(s)
• Share Purchase Agreement, closing
• Insolvency, restructuring & other practical aspects (concentration, minorities, relations)

Legal Issues and Share Purchase Agreement
• Introductory clause
• Definitions and Interpretation
• Clause on “sale and purchase” of shares
• Terms of the Purchase and Sale (Consideration, and adjustments in any)
• Conditions (Precedent) & Material Adverse Effect
• Covenants / Conduct of business
• Disclosure Letter & Disclosure Standard
• Completion / Closing Arrangements
• Warranties (seller’s and buyer’s) and Indemnities
• General Terms (e.g. entire agreement, confidentiality, announcements, notices, choice of law, costs & expenses, dispute resolution, etc.)
• Seller's knowledge
• Liquidated Damages

Public to Private (the Ultimate in Complexity PE Transaction)
• Looking at Public companies (Shareholders, Management & Board)
• Transaction Rationale
• TOB & “Squuezout”
• Due Diligence on PtoP
• Specific PtoP Regulations
• Acquisition Debt “Pushdown”
• Management Remuneration
• Taxation Structuring
• Public LBOs (Public Company under Private Management)

Price Adjustments
• Locked Box vs. Completion Accounts

Group Exercise – Buyout investment opportunity. Participants will prepare an outline of a private equity investment memorandum on a FMCG opportunity in one of the emerging markets and with the help of the LBO model outcome try to sell the idea to the investment committee.  

 

 

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