M&A Course

Lesson 1 • Strategic Rationale for Deals

Examines why companies pursue M&A, including synergies, market access, and diversification. Links strategic intent to deal structure choices.

Lesson 2 • Defining M&A Transaction Types

Distinguishes mergers, acquisitions, consolidations, and asset purchases by structure and legal effect. Establishes vocabulary used throughout the course.

Lesson 3 • Key Market Participants and Roles

Maps the ecosystem of advisers, investors, regulators, and management teams involved in deals. Clarifies decision-making authority at each stage.

Lesson 1 • Reading Target Company Financials

Reviews income statement, balance sheet, and cash flow statement structure as applied to target analysis. Connects accounting literacy to deal assessment.

Lesson 2 • Normalising Earnings and EBITDA

Teaches adjustments that remove one-time items, owner compensation, and accounting distortions. Produces a clean earnings base for valuation multiples.

Lesson 3 • Working Capital and Net Debt Analysis

Defines normalised working capital and net debt as inputs to deal pricing. Establishes the link between balance sheet items and equity value.

Lesson 1 • Discounted Cash Flow Valuation

Constructs a DCF model from free cash flow projections and a weighted average cost of capital. Anchors intrinsic value independent of market sentiment.

Lesson 2 • Valuation Synthesis and Football Field

Combines outputs from all methods into a football field chart to present a defensible value range. Teaches how to weight methods by context.

Lesson 3 • Leveraged Buyout Valuation

Introduces LBO analysis as a floor valuation from a financial sponsor's perspective. Connects debt capacity and return targets to maximum entry price.

Lesson 4 • Precedent Transaction Analysis

Extracts implied multiples from historical M&A deals to benchmark acquisition premiums. Reflects control premiums absent from trading comps.

Lesson 1 • Risk Allocation Mechanisms

Examines tools that allocate post-closing risk between buyer and seller, including escrows and rep and warranty insurance. Reduces deal uncertainty for both parties.

Lesson 2 • Purchase Price and Consideration Types

Covers cash, shares, and mixed consideration and their tax and dilution implications for both parties. Links consideration choice to strategic and financial objectives.

Lesson 3 • Enterprise Value to Equity Value Bridge

Converts enterprise value to equity value by adjusting for net debt and working capital. Ensures accurate per-share or per-unit pricing in negotiations.

Lesson 1 • Legal and Regulatory Due Diligence

Reviews contracts, litigation, intellectual property, and regulatory compliance status. Identifies legal risks that could block closing or require price adjustments.

Lesson 2 • Due Diligence Scope and Planning

Defines workstreams, timelines, and team responsibilities for a structured diligence process. Aligns scope with deal size, sector, and identified risk areas.

Lesson 3 • Synthesising Diligence Findings

Consolidates workstream outputs into a risk register and deal recommendation memo. Translates findings into price adjustments, conditions, or deal termination decisions.

Lesson 4 • Financial and Tax Due Diligence

Validates financial statements, identifies tax exposures, and confirms normalised earnings. Directly informs purchase price and indemnification terms.

Lesson 1 • Filing Requirements and Timelines

Maps pre-merger notification obligations, waiting periods, and second-request processes. Enables accurate deal timeline planning and resource allocation.

Lesson 2 • Remedies and Divestitures

Covers structural and behavioural remedies regulators impose to clear transactions. Teaches how to negotiate and implement divestiture commitments.

Lesson 3 • Competition Law Fundamentals

Explains how antitrust authorities evaluate market concentration and competitive harm in mergers. Provides the analytical framework regulators apply to deal review.

Lesson 1 • Auction Processes and Bid Strategy

Explains controlled auction mechanics from the sell-side and bid optimisation from the buy-side. Covers process letters, management presentations, and final bid positioning.

Lesson 2 • M&A Negotiation Frameworks

Adapts principled negotiation and game theory concepts to deal-specific dynamics. Builds a strategic approach to price, terms, and relationship management.

Lesson 3 • Definitive Agreement Negotiation

Focuses on negotiating the purchase agreement, including representations, covenants, and closing conditions. Connects legal terms to economic and risk outcomes.

Lesson 1 • Integration Planning and Governance

Establishes integration management office structure, workstream ownership, and decision-making protocols. Aligns integration design with deal thesis and synergy targets.

Lesson 2 • Cultural Integration and Change Management

Diagnoses cultural differences and designs interventions to align values and behaviours. Reduces attrition and productivity loss during the integration period.

Lesson 3 • Functional Integration Workstreams

Covers integration execution across finance, HR, IT, sales, and operations functions. Sequences workstreams to minimise business disruption and capture synergies early.

Lesson 4 • Integration Performance and Lessons Learned

Measures integration outcomes against deal thesis and captures organisational learning. Builds institutional capability for future transactions.