Private Company Acquisitions Training Course

Participants can establish a valuation range and a defensible maximum bid for a private target.

• Enterprise value bridge from EBITDA, debt, cash and working capital
• DCF valuation using unlevered free cash flow and terminal value
• Trading comparables adjusted for size, liquidity, growth and control
• Precedent transactions analysed for cycle timing and bid premiums
• Scenario and sensitivity analysis for discount rates, margins and exit multiples
• Purchase price ceiling derived from required IRR and downside case

Participants can assess financial diligence evidence and translate findings into value and deal-term implications.

• Quality of earnings analysis distinguishes recurring EBITDA from one-off items
• Net debt schedule tests debt-like items, leases and shareholder balances
• Working-capital peg calculated from seasonality, policies and historical trading
• Cash conversion review traces receivables, inventory, payables and capex requirements
• Financial due diligence report ranks findings by value and remedy
• Management accounts reconciled to audited statements and general ledger detail

Participants can identify cross-functional diligence priorities that affect valuation, structure and transaction risk.

• Commercial due diligence tests market growth, customer concentration and pipeline credibility
• Customer interviews and cohort data validate retention, pricing and churn
• Tax due diligence identifies exposures, attributes and transaction tax consequences
• Legal review maps material contracts, change-of-control clauses and litigation
• Operational review assesses management depth, systems dependencies and separation requirements
• Data-room request list prioritises value drivers and closing conditions

Participants can compare transaction structures and explain their financial, control and accounting consequences.

• Share purchase and asset purchase compared for liabilities and tax
• Holdco, Bidco and merger structures mapped to funding and governance
• IFRS 3 acquisition accounting identifies consideration, goodwill and fair-value adjustments
• Deferred consideration structured through earn-outs, vendor notes and rollover equity
• Control assessment applies IFRS 10 power, returns and decision-making rights
• Minority protections address reserved matters, exits and information rights

Participants can evaluate acquisition funding options and map the cash movements required at closing.

• Sources-and-uses schedule reconciles purchase price, fees, refinancing and cash
• Senior debt capacity assessed using debt service and covenant headroom
• Equity contribution calibrated against risk appetite, dilution and returns
• Vendor financing assessed for subordination, maturity, security and pricing
• Interest-rate, liquidity and refinancing risks modelled under downside cases
• Funds-flow mechanics specify payment accounts, releases and closing sequence

Participants can connect diligence findings to transaction terms that allocate financial and legal risk.

• Letter of intent sets exclusivity, valuation range and key conditions
• Share purchase agreement allocates known risks through price and indemnities
• Representations and warranties matched to diligence findings and disclosure schedules
• Indemnity caps, baskets and survival periods calibrated to identified exposures
• Completion accounts and locked-box mechanisms compared for value leakage control
• Warranties-and-indemnities insurance assessed against retention, exclusions and claims process

Participants can plan the controls, approvals and operating actions required from signing through integration.

• Signing-to-closing plan assigns conditions precedent, consents and regulatory filings
• Merger-control thresholds screened before binding commitments and public announcements
• Closing checklist coordinates documents, approvals, funds flow and record retention
• Day-one plan protects customer service, payroll and critical supplier continuity
• 100-day integration plan sequences synergies, governance and performance milestones
• Purchase price allocation converts valuation evidence into post-close accounting entries

Participants can prepare a company for sale and manage a controlled buyer process.

• Seller readiness assessment identifies value gaps, risks and remedial actions
• Vendor due diligence prepares defensible financial, tax and commercial evidence
• Information memorandum presents equity story, operating model and buyer rationale
• Bid process design balances competitive tension, confidentiality and timetable control
• Management presentations address buyer questions without creating warranty exposure
• Locked-box preparation establishes permitted leakage rules and value accrual

Participants can present a risk-adjusted transaction recommendation and plan their next deal responsibilities.

• Negotiation plan identifies BATNA, concessions, walk-away limits and approval authority
• Risk-adjusted deal model integrates valuation, terms, financing and execution probability
• Investment committee paper presents recommendation, sensitivities and unresolved risks
• Decision log records assumptions, owners, triggers and post-signing actions
• Post-deal review criteria measure thesis delivery, leakage and lessons learned
• Personal application plan prioritises upcoming transactions, stakeholders and development actions