Further Details
The following sets out the content of the course in the approximate order in which it will be discussed during the day.
Background
Rationale for going private
Availability of funds
Public and private MBOs compared
Overview of the offer
P2Ps and the Takeover Code
General Principles and the Blue Book
Particular rules for P2Ps
Resolution of conflicts of interest
Rule 3 advisers
Unequal treatment for the MBO team?
Disclosure of information
Concert party problems
Basis of the MBO team's decision
Estimating the offer price
How much should the MBO team invest?
What percentage equity should they get?
Hurt value and envy factor
The business plan & financial model
Is the business suitable for an MBO?
Appointment of advisers
The parties and their roles
The private equity house
Bankers
Reporting accountants
Solicitors
Structuring the deal
Pure equity, quasi equity & ratchets
Senior debt and alphabet notes
Junior debt, mezzanine & zeros
"Certain funds" rule
Taking security & the three debenture approach
Financial assistance whitewash procedure
Break fees
Making the offer
Negotiations with the target
Irrevocable undertakings
When to declare offer unconditional
Squeeze out provisions
Dealing with minorities
Guide price
£3,200 per day + VAT |
