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Management Buy-Outs - An Introduction

Background and Reasons for Development
History to date
Different types of transaction and differing structures

Achieving a Successful Buy-out

Pricing an MBO
Valuation of target company
Debt considerations
Use of P/E ratios
Venture capitalists' IRR
Envy factors

Structure of an MBO
Senior debt
Mezzanine finance
Institutional equity
Vendor notes
Management equity
Ratchets

Due Diligence Considerations

Legal Considerations
Initiating the MBO
The acquisition
The equity investment and loan arrangements
Financial assistance

Public to Private Deals

Exit Routes
Trade sales
Flotations
Share buy-backs
Second round buy-outs

HOW YOU WILL BENEFIT

After an overview of the history and development of MBOs (including the latest trends in the format of deals), the seminar will cover the pricing and structure of the transaction. The corporate financial instruments that are used (such as mezzanine finance, high yield instruments and ratchets) will be examined in detail and the legal aspects will be addressed. Focus is also placed on public to private deals (including the relevance for them of the Takeover Code). Participants will also learn by working through exercises on structuring MBOs.

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