Certificate of Mastery in Mergers and Acquisitions

Master the Merger. Ace the Acquisition
February 18-22, 2019, Dallas, Texas


The Certificate of Mastery in Mergers and Acquisitions (M&A) is a fast- paced, comprehensive four-day class for single participants or corporate teams who want to master the processes of M&A for their company. This is an interactive and engaging executive level education with participants from companies headquartered all over the U.S. It teaches best practices utilized by corporate acquirers that achieve the highest Return on Investment (ROI) on M&A. During the four days, participants are walked through the intricacies of strategy (a necessary foundation for M&A), the disciplines of preparation best practices, valuation and synergies (an integral part of successful M&A), the transaction phase of M&A (including deal structuring and legal), and integration execution (a necessity for capturing ROI). To master mergers and acquisitions requires the knowledge taught throughout the four days.

Clemson University confers 7.5 Continuing Professional Education hours per day toward CPA annual requirement.

Survey after survey reveals that acquirers are not adequately prepared nor do they often achieve return on investment goals they set out to accomplish through acquisitions.

For example, in 2014, the M&A Leadership Council and a division of John Wiley & Sons publishing house, Jossey-Bass, conducted a revealing survey with 153 executives and managers from approximately 30 different industry sectors. Revenues of survey participants ranged from $0MM to $5Bn+. Over two-thirds, or 68% of all respondents, rated their company's overall capability and readiness level for M&A as "very poor, poor, or average."

Another 2014 study conducted by the National Bureau of Economic Research of over 12,000 M&A transactions over a 20-year period, found that acquisitions in the U.S. led to losses of more than $200 billion for shareholders.

A Harvard Business Review article from 2011 found that companies spend more than $2 trillion a year on acquisitions, yet the overall failure rate is between 70% and 90%.

Finally, a 2012 study by the Canadian Financial Executives Research Foundation found that only 20% of finance executives involved in M&A during the previous 5 years said their transactions were "very successful" as measured by revenue growth, synergies, cost reductions and retention of key talent.

The problem is that those who fail at acquisitions usually do not realize it until about two years after their acquisition transaction has closed. During the transaction, they work with a sharp attorney and accountant, and many times investment bankers. The deal is structured well, and it appears that all gaps between the buyer and seller have been resolved. Why then do so many acquirers fail to meet their goals? To be successful requires much, much, more than a savvy deal team. It requires a comprehensive approach to M&A, which means having a team of internal and external members that have mastered all of the processes involved in M&A.

To master these processes, company leaders need to engage in learning and prepare themselves well in advance of the actual M&A transaction. Yet many infrequent acquirers learn "how to do M&A" when they experience live transactions. Learning by doing does not provide a company an adequate understanding of how M&A works and leads to costly mistakes. The typical investment banking firm that introduces deals to companies is in business to close those transactions, not to educate the companies about how everything works. However, with such a large number of failing M&A transactions, companies would benefit from building more capacity beforehand to conduct the kinds of acquisitions they want and need to reach their strategic goals.

The class is intended for C-suite, board members and line managers, those who would be involved in the acquisition process for companies that frequently or infrequently pursue acquisition transactions. Often companies under resource their internal acquisition team, which is a contributing factor to ROI failure. Consider building more bench strength to your internal acquisition team. This Certificate of Mastery in Mergers and Acquisitions is designed to advance the knowledge of those who have been on your team in recent transactions and those that you are considering adding to the team.

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:

  • Strategy
  • 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
  • Negotiations
  • Deal Design
  • Financing

Day Three: Cocktail Reception and Keynote Presentation
Jagtar Narula, SVP of Corporate Strategy and Business Development, Blackbaud

Location: The ONE Conference Center, 2 West Washington, 2nd Floor

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.

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.

Hagen H. Rogers

Preparation, Valuation & Synergies and Transaction Phase Session Leader: Hagen Rogers

The more than 100 client assignments that Rogers has successfully completed in his 19-year investment banking career include sell-side, buy-side mergers and acquisitions, public and private capital financings, valuations, expert witness testimony and fairness opinions. Prior to directing Watermark Advisors, Rogers served investment banking clients as Vice President at Wachovia Securities. He began his career with NationsBank in corporate banking and with Chase Securities in investment banking. He is a member of the Southern Capital Forum and Financial Executives Network Group. In addition, since 2007 Rogers has spoken nationally to hundreds of CEOs on the topic of "How to Win in Investment Banking Transactions," in Atlanta, Birmingham, Greenville, Knoxville, Los Angeles, Louisville, Phoenix, San Diego, and Seattle. Rogers started Watermark Advisors in 2002. He has taught the Master Class in M&A to a multitude of corporations and is scored by attendees on his presenter's skills and on the content of the class overall. Currently he has a mean average score of 9.4 out of 10 for presenter's skills and the content he teaches has a mean average score of 9.0 out of 10.

Hagen H. Rogers

Strategy Session Leader: Dr. David Furse

Dr. Furse serves clients as Watermark's Senior Consultant on strategy, a subject matter in which he has over thirty years of experience. He created the StrategyMap© process for rapid strategy development and implementation. He is co-founder of Executive AURA, a leadership and strategy training company helping leaders "Think, Lead and Act like a CEO". Dr. Furse taught at Vanderbilt University from 1977-1983 in the Owen Graduate School of Management, after which he launched NCG Research, which he grew to serve over 600 hospitals in three countries. He sold the business to an investor group in 1998 and rejoined the Vanderbilt faculty. For 10 years he taught the Capstone Strategy Projects course to Executive MBA students. Dr. Furse is also founding director of mentor training of the Nashville Entrepreneur Center, an internationally recognized not-for- profit organization that screens, mentors, and incubates high-potential start-up businesses. Earlier he was an infantry officer in the U.S. Army where he served in the John F. Kennedy Special Warfare School and later as a Public Information Officer with the Ninth Infantry Division in South Viet Nam. For his service in Viet Nam, he received two Army Commendation Medals, two Bronze Stars, two Air Medals, and a Purple Heart.

Gail DePriest

Synergies Session Leader: Gail DePriest

Gail is the Director of Corporate Relations and Leadership Development at Clemson University. As a certified Master Coach who teaches MBA classes on Strategic Career Management, Gail has deep knowledge of Corporate Leadership practices and needs. For more than fifteen years she has advised Fortune 500 companies through times of transition, and helped top-ranked business schools create career management programs. In private practice, she coaches and prepares leaders for effective, transformational leadership. She is also a contributing writer for the South Carolina Business Journal.

Scott Whitaker

Integration Session Leader: Scott Whitaker

Scott Whitaker is the Atlanta based Partner with Global PMI Partners, a consultancy exclusively focused on post-merger integration and a full spectrum of services across the M&A lifecycle. GPMIP delivers projects at greater efficiency than traditional consulting firms by helping its clients expand and deepen their internal capabilities by providing expertise, on-demand resources, and localized knowledge and assets. Scott has extensive experience in all aspects of merger and post-acquisition integration, and has advised clients across dozens of industry sectors covering small, mid and large cap transactions totaling more than $100 billion in value. Scott has worked internationally in Canada, China, Europe and Africa on a variety of assignments, and specializes in mobilizing Integration Management Offices (IMO’s) and helping companies develop integration playbooks. Mr. Whitaker holds a B.A. in Marketing from the University of North Carolina at Chapel Hill and has been awarded the Certified Management Consultant designation from The Institute of Management Consultants.

Andrew B. Coburn

Transaction Session Leader: Andrew B. Coburn

As a Member of the Wyche Law Firm, Andy regularly represents clients in mergers and acquisitions, corporate reorganizations, joint ventures, securities offerings and other financing transactions. He has extensive experience with growing companies and private placements of securities.

Andy also advises and assists public and private company clients in the design and implementation of executive compensation arrangements, equity compensation plans and broad-based employee benefits. Such representation includes particular experience with the specialized issues involved in entrepreneurial ventures and mergers and acquisitions.

10 out of 10. All was excellent information that can be used/applied at different levels of company integration.

President & CEO of a composite manufacturer

Provided a great base of knowledge on how to prepare and avoid the mistakes and pitfalls of the M&A process.

President, large privately owned specialty paper manufacturer

Great class! Very glad I was able to attend. Highlighting the strategy session as a precursor to M&A is great. Also for the attention paid to post-deal acquisition.

SVP, Director of Strategic Initiatives of a large, publicly traded commercial bank

Excellent class. Gained a lot from the perspective of other participants as well as the presentation.

CFO, large privately owned electrical wholesaler

I think the class evidenced great knowledge of the real needs of those of us in the audience and it was presented in a very easy way to understand. Thank you!

CFO of Global manufacturer of animal nutrition products

Great job of focusing on influence and culture in successful M&A.

Executive Leadership of a large plastics manufacturer


February 18-22, 2019, Dallas, Texas. Choose single sessions or register for all four days. (Space is limited.)

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