M&A: Structuring the Deal

About

Learn exactly how and why different M&A deals come together, and how to determine the ideal capital structure for every deal in which you participate.

In this course, we will look at the various corporate documents involved in the M&A process and understand the purpose of the engagement letter. We'll look at the three legal structures of M&A and understand the difference between triangular and reverse triangular structures. We'll also learn the difference between stock and asset purchase, learn what tax-free deals are and how there are accomplished.

The course will conclude with an understanding of accounting rules and the categories of advanced structuring.

This course is part of the New York Institute of Finance's popular Mergers & Acquisitions Professional Certificate program.

What you will learn

• Overview of M&A documents and legal structures
• Triangular Mergers and tax consideration for different deals
• Tax-free deals
• Accounting rules and Letter of Intent
• Earnout and Hope certificates and Contingent Considerations
• Advanced structuring of M&A deals

Skills you learn

• Finance
• Capital Structures
• Mergers And Acquisitions
• Accounting

Syllabus

Session 1: Review and Documents

• Lesson 1: Review M&A Sale Process
• Lesson 2: Where Do Legal Agreements Fit In
• Lesson 3: Corporate Documents
• Lesson 4: IB Engagement Letter
• Case Studies

Session 2: Documents

• Lesson 1: Confidentiality Agreement (CA): Non-Disclosure Agreement (NDA)
• Lesson 2: Term Sheet
• Lesson 3: Letter of Intent
• Lesson 4: Definitive Agreements

Session 3: Legal Structures

• Lesson 1: Merger
• Lesson 2: Stock Purchase
• Lesson 3: Asset Purchase
• Lesson 4: Legal Structures: Advantages & Disadvantages

Session 4: Triangular Mergers

Session 5: Tax Considerations

• Lesson 1: Stock Purchase Deal
• Lesson 2: Asset Purchase Deal
• Lesson 3: Stock vs. Assets Purchase

Session 6: Tax Free Deal

• Lesson 1: Tax Free Reorganizations
• Lesson 2: Tax-Free Acquisition Structure Alternatives
• Case Studies

Session 7: Accounting Notes

• Lesson 1: Accounting Rules
• Lesson 2: Letter of Intent - Refresher

Session 8: Consideration

• Lesson 1: Earnouts and Hope Certificates
• Lesson 2: Contingent Considerations

Session 9: Advanced Structuring

• Lesson 1: Tax Loss Mergers
• Lesson 2: Break Up/Sum of Parts/Split Off
• Lesson 3: LBOs Merger Structure
• Lesson 4: Roll ups, Consolidation Pl
• Lesson 5: Distressed/bankruptcy Structures
• Lesson 6: Special Purpose Acquisition Corps (SPAC)
• Lesson 7: Reverse Merger
• Lesson 8: Private Equity Industry Review