Day One: A Master Class in Mergers & Acquisitions
taught by Dr. David Furse & Hagen Rogers
Day One starts where M&A should originate, with a compelling strategy. M&As fail to meet their potential when the acquirer has not adequately prepared to be acquisitive. When a merger or acquisition is not part of a clear, well-communicated strategy, it is likely to underperform. The odds are against it from the start. It is like embarking on a journey without a map. Every time you get lost, it costs you money. Developing an executable strategy is the most essential skill of a leader.
Since strategies play out over years, they tend to lose momentum if they are too complicated—sort of like wind drag on a race car. The more pages it takes to describe your strategy, the more likely it is to fail. In Day One, you will begin by learning how strategy and M&A mix.
In this class, you will learn strategy tools that help you determine what type of M&As would best advance your competitive position while maximizing shareholder value. You will learn how to shape a strategy around its most essential elements: market opportunity, vision, roadmap, business model, culture, leadership, and execution. These concepts will be discussed in relation to companies that need to look to M&A as a vehicle to accomplish growth objectives. Dr. Furse will introduce the case study that will be used throughout the four-day class, and will teach vital strategy concepts through the case. You and your assigned M&A team will begin to work through the challenges that the case study company faces to successfully use acquisitions as a means to achieve the board’s directed growth objectives. The case study will recreate a privately-owned company executing systems and processes as it hopes to acquire another privately-owned company.
Other disciplines in a preparation phase will be covered in Day One. Hagen Rogers will examine six sequential steps that will help you pinpoint specific acquisition criteria, markets and companies that, if acquired, would fit the company's overall strategy. Rogers will discuss the challenges and opportunities that the case study acquirer faces as it builds out resources internally and decides on which markets to consider M&A, and which targets to prioritize, and then approach.
Topics Covered in Day One include:
- Building out and strengthening your internal & external M&A team
- Identifying and prioritizing attractive markets for expansion
- Creating an Acquisition Guideline Statement
- Identifying and evaluating target company
- Successful and creative ways to approach targets to build interest
Day Two: Valuation and Synergies
taught by Hagen Rogers & Gail DePriest
Day Two features instruction by Hagen Rogers, whose corporate valuations experience spans 15 years, and Gail DePriest, Senior Lecturer & Director Executive Leadership and Corporate Relations at Clemson MBA. The primary focus of Day Two is to teach participants the practical applications of the theoretical methodologies involved in valuation and synergies. In the valuation sessions, the class will perfect your understanding of the three most frequently used methods: the public comparables method, acquisitions comparables method, and the discounted cash flow method. Your assigned M&A team will perform a discounted cash flow valuation of the case study target company. In the valuation portion of the class we will cover:
- Discounted cash flow approach fundamentals
- Capital asset pricing model
- Calculating terminal value
- Adjusting values for liquidity and control
- Triangulating between various valuation methods
- Challenges acquirers face in valuation efforts
- Valuation considerations as the acquirer
In turn, synergies are the glue that hold M&A together. They are so important that M&A deals that have no foreseeable synergies are very likely to destroy value in the long term. Synergies become a foundation for developing strategy for post-merger integration. The problem is that in many transactions, executives go about the process of synergies incorrectly. In their attempts to stack up incremental value through synergies, they make unwise decisions and investments. In Day Two, we will cover the following topics on synergies:
- The different types of synergies
- Valuing financial synergies
- Valuing contingent synergies
- Challenges acquirers face in valuation efforts
Gail DePriest will introduce the brain science of neuroleadership and guide participants into understanding the thinking preferences of themselves and others. Diversity in thinking style preferences and team dynamics play a key role in a successful M&A, and the ability to more accurately guage the social synergies of the acquisition target can add great value.
While the numbers may look good, unforeseen conflict can cause an acquisition to fail. Mrs. DePriest will share the tools of success in communication, leading a team and conflict resolution. When evaluating a company to be acquired it is essential to understand the culture of the company and how they will fit with your organization.
Day Three: The Transaction Phase of M&A
taught by Andy Coburn and Hagen Rogers
In Day Three, you will experience the pressures and challenges of closing a live transaction. Participants learn best practices around key systems of deal making itself: valuation, synergy analysis, negotiations, financing the transaction, due diligence, and deal design. We offer special attention to synergy analysis and due diligence (including cultural due diligence) where mistakes are often made. In Day Three, the case study advances to the heart of deal making. You will be taught best practices both from a business and legal perspective. Andy Coburn, from the Wyche Law Firm will bring his years of M&A experience to the discussion and case.
Topics Covered in Day Three:
- Cultural & General Due Diligence
- Deal Design
Day Three: Cocktail Reception and Keynote Presentation
Jagtar Narula, SVP of Corporate Strategy and Business Development, Blackbaud
After experiencing the stresses and excitement of closing an acquisition transaction, at the end of Day Three, join our cocktail reception to celebrate the closing. The Wyche Law Firm will sponsor "Secrets of Successful M&A: A C-Suite Session." Prior to and following the discussion and Q&A time, there will be an exclusive networking event on the beautiful 5th floor terrace of the ONE building with hors d' oeuvres and cocktails.
Day Four: The Integration Phase of M&A
taught by Scott Whitaker
The integration phase is often the most difficult and overlooked phase. Underperformance is very common and a key contributor to why M&A goals are not met. We focus on how to link integration back to strategy and how to weigh the various approaches to integration in order to capture optimal synergies. We will also discuss the important role that communication plays in this phase to successfully merge two company cultures into one. Led by Scott Whitaker, US Partner at Global PMI Partners and author of Mergers & Acquisitions Integration Handbook and Cross-Border Mergers and Acquisitions, in Day Four you will face the challenges in our case study of post-transaction integration. Integration is regularly underestimated, with communication often being the root of the problem.