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  • 5 March 2015

    Sale and Purchase Agreements – The Commercial Issues- Negotiating the contentious topics in SPAs

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    A simplistic view of an acquisition is that the actual price paid is paramount but experienced practitioners recognise that price is but one aspect of the deal and that there is the potential for significant value leakage in arriving at the actual price and also from claims arising after completion.

    The “price” paid may seem a simple concept but, in practice, requires an understanding of how this is derived. Most private acquisitions are based on a “cash-free, debt-free basis” with adjustments for working capital or net assets. Buyers typically develop an enterprise value which is then adjusted to derive an equity value by adjusting for cash, debt and working capital all of which needs to be captured in the Sale & Purchase Agreement (“SPA”).

    Negotiating and documenting these items is not as straightforward as one might expect; for example, does “cash” include “trapped cash”, what does debt include, what is wrong with using “average” working capital and how can parties minimise subsequent disputes? Additionally, the choice of the completion mechanism (completion accounts or locked box) creates further opportunity for further value transfer. Even after completion the seller may find further value erosion through claims arising under the warranties and indemnities.

    There is no right or wrong answer to many of these questions and the ultimate position will be dictated by the negotiating strength of the respective buyer and seller. Despite that, a sound grasp of the key commercial and legal issues can minimise value loss for parties.

    This programme focuses on transactions involving the purchase of shares but also covers areas of specific relevance to asset purchases. It provides a step by step template to the basics but also covers the critical legal and commercial aspects in the transaction from the perspective of both buyer and seller. Reference is made to recent or relevant leading cases.

    Please note that this course covers material that is also covered on the Advanced Negotiation Issues in M&A course. 

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  • 5 March 2015 - 6 March 2015

    Risk Management of Trade Finance

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    There are two key aspects of risk management in trade finance; the first involves the transfer of risk between the trade parties – the so called trade “tug of war”, the second is managing risk from a prudential and regulatory viewpoint.

    This course considers both types of risk management, considers the key issues, how to identify them and how to implement an effective risk management system.

    This course focuses principally on risks and risk control although some elements of trade finance products will be refreshed.

    Learning Objective:

    • To equip delegates with a practical understanding of the risks and controls inherent within International Trade
    • To provide delegates with an understanding of the importance of risk management of trade regulations and requirements in a business context
    • To assist firms in developing risk management frameworks suitable for the International Trade industry

    Who Should Attend:

    The course is appropriate for delegates with some experience in trade finance.

    Methodologies:

    Classroom lectures and interactive practical workshop sessions.

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  • 10 March 2015

    Structuring & Documentation Issues in Project Finance

    Redcliffe Training Associates Ltd

    London

    Project financing is at heart a form of secured lending albeit one which offers a unique set of challenges to all stakeholders. The obvious risks are amplified by high levels of gearing and limited or non-recourse nature typical of project financing.

    A subtler, but often under-appreciated, risk arises from the multi-dimensional nature of the project finance which flows from the myriad of parties required to design, finance, approve, complete and operate the project. This aspect elevates the importance of the legal/contractual framework a factor acknowledged by S&P which has defined project finance as “a group of agreements and contracts between lenders, project sponsors, and other interested parties that creates a form of business organization that will issue a finite amount of debt on inception; will operate in a focused line of business; and will ask that lenders look only to a specific asset to generate cash flow as the sole source of principal and interest payments and collateral.”

    This programme is aimed at Lawyers and other professionals who are involved in project finance and infrastructure deals and who need to understand the core principles, key legal issues and techniques encountered in structuring robust project financings.

    The programme focuses on the major commercial and legal issues that arise in the key legal documents that weld the project together as well as other critical aspects that encompass most if not all these agreements; for example, choosing the most appropriate Legal Structure/Vehicle for the project; assessing the integrity of the legal environment of the deal (e.g. Host country and Governing Law).

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  • 12 March 2015

    Advanced Takeover Code: Current Strategies & Tactics

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    This course covers key rules in the Takeover Code that regulate takeovers and the bid strategies and tactics that are used in the current marketplace.

    The update to the Takeover Code in September 2011 has changed the tactical advantage that possible bidders have had in takeovers and the course considers the numerous effects this has had on bidder and target strategies.

    Participants will learn how takeovers are conducted from the initial stages to the completion or lapsing of the bid and will gain an understanding of which strategies and tactics have and which have not worked, with examples from many recent deals.

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  • 12 March 2015 - 13 March 2015

    Advanced Trade Finance

    Redcliffe Training Associates Ltd

    Londno

    Course Overview:

    International Trade has always been the engine for global economic growth and is playing an ever important role, as new powerful economies emerge, shifting the balance of trade influence from the traditional wealth creators to new regions and economies.

    This advanced course will provide delegates who are already familiar with or are working in a trade finance environment, with an insight into the more complex trade finance techniques that are becoming more common.

    Much of complex International Trade is either misunderstood or undervalued mainly because the terminology and practices seem difficult and confusing to master. This course will completely de-bunk this misconception and will leave delegates with a clear and working knowledge of how trade is undertaken at its most complex level.

    It will show what actually happens and just how profitable this section of a bank’s business can be. It will also suggest methods of handling problems when things go wrong.

    At the end, all delegates will have a clear and full understanding of exactly how complex trade takes place across the globe at an advanced level.

    A good working knowledge and familiarity with International Trade finance is required to derive the maximum benefit from this course.

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  • 13 March 2015

    Advanced Negotiation Issues in M&A - The Critical Commercial Aspects Impacting on Deal Value

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    This programme is aimed at those with a working knowledge of the M&A process.

    The simplistic view of M&AAA is that it’s a bilateral process between buyers and sellers. Experience practitioners understand it is a far more organic process which involves multilateral negotiations between Buyers/Sellers on the one hand and their respective advisers on the other hand (fee negotiations being the most important). Additionally, parties need to be aware of the negotiating issues that arise in parallel negotiations between the parties own advisers themselves (e.g. accountants debating the completion accounts, lawyers the SPA).

    This programme focuses on negotiating the key commercial aspects of the transaction which impact value for both buyer and seller and on creating the right framework and strategy for enhancing value to the seller or retaining value for the buyer. Part of this is understanding the internal politics of handling each side.

    The programme is divided into two parts. The first part focuses on the soft negotiating issues which are common to most deals. The second part focuses on the legal, accounting and technical areas where the real value can be gained or lost; particularly completion mechanisms (completion accounts and locked box), the cash free-debt free and working capital adjustment, structuring the consideration, handling management and value leakage through the reps, warranties, disclosure and indemnities.

    Warranty or Gap insurance, long seen as an expensive and cosmetic solution has experienced a new lease of life over the past few years, especially buyer insurance which has developed into a cost-effective solution for bridging warranty issues.

    Please note that this course covers material that is also covered on the Sale & Purchase Agreements course.

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  • 16 March 2015

    The Art & Skill of Persuasion – A Workshop for Finance Professionals

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    This workshop style course has been designed to meet the needs of finance professionals who need to build relationships within their organisation in order to get colleagues on side and for those in a sales or account management role who are dealing with potentially difficult customers or situations.

    This course will help you bring people around to your way of thinking, reducing resistance to new ideas and eliminating conflict. You will learn how to build rapport more easily by utilising appropriate communication styles and practise persuasion techniques for dealing with difficult people and situations.

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  • 16 March 2015

    Valuing Early Stage and Start Up Companies and Sectors

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    This advanced valuation and modelling course looks at the valuation approaches to be taken to enable participants to value sectors which may be at differing stages of development and growth profiles. Traditional valuation techniques assume a simple two or three stage growth profile and a terminal value or basic multiple based valuation tools. This course looks at some of the more difficult companies to value based on the underlying fundamentals of the sector in which the company operates.

    The course covers companies at the early growth and start up stage, which would cover sectors such as technology, biotechnology and any early funding stage business. The key challenges associated with such companies are discussed and the best valuation approach considered.

    As well as discussed some of the current issues with traditional cash flow and multiple based valuation approaches the course will cover more advanced valuation approaches. The course will also consider the role of risk assessment in the valuation process and how macro-economic analysis can affect the valuation approach taken.

    Examples are provided to illustrate each issue.

    Participants will be required to bring a laptop to the course.

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  • 16 March 2015 - 18 March 2015

    Soft Skills Toolkit: A 3 day workshop for Finance Professionals

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    A bespoke solution for professionals at all levels of their career. This three day seminar covers all aspects of those seemingly difficult soft skills which we all wish we found easier and yet for some of us are at best daunting and at worst terrifying – especially presentations. The truth is, everybody can and is able to master all of these skills – it is merely a question of confidence, technique and practice, hard work and more hard work. The “naturals” make it look easy because in reality they work hard behind the scenes and have practised over and over.

    This course can be taken as a three day session or as simply one or two separate days, depending on which skill set delegates feel need to be honed. Each day is a stand-alone session but the object is to build a complete tool set hence the recommended full 3 days. The three sessions are:

    Day 1 – The Art of Skill & Persuasion

    Day 2 – Negotiation Skills for Finance Professionals

    Day 3 – Presentation Skills for Finance Professionals

    Day 1 – The Art of skill & Persuasion – The first day has been designed to meet the needs of finance professionals who need to build relationships within their organisation in order to get colleagues on side and for those in a sales or account management role who are dealing with potentially difficult customers or situations.

    This course will help you bring people around to your way of thinking, reducing resistance to new ideas and eliminating conflict. You will learn how to build rapport more easily by utilising appropriate communication styles and practise persuasion techniques for dealing with difficult people and situations.

    Day 2 – Negotiation skills for Finance Professionals – The second day focuses on the negotiation skills. This one day interactive course will help delegates to become masters at the art of negotiating the “win-win” outcome so often mentioned in selling textbooks. It examines the best ways of dealing with customers of all types whilst remaining mindful that the principles of fairness, seeking mutual benefit and maintaining a relationship are the keys to a successful outcome. Hard selling works, sometimes – usually only once. Negotiated sales generate repeat business and ultimately longer term relationships.

    Day 3 – Presentation Skills for Finance Professionals – The third day covers presentation skills. Presentation skills are possessed by everyone, no matter how challenging it seems. Everyone can present and present well, the secret is hard work, preparation, practice and more hard work. The so called “masters” make it look easy because they work very hard behind the scenes to plan the process and have practiced over and over again.

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  • 16 March 2015 - 19 March 2015

    Valuation Masterclass – Valuing Difficult Businesses

    Redcliffe Training Associates Ltd

    London

    Valuation Masterclass – Valuing Difficult Businesses Course Overview:

    Traditional valuation approaches for non-financial businesses focus on the use of multiples or cash flow based analysis. What these techniques assume is a stability and a risk profile that is not found in the more difficult types of business to value. This leads to errors in valuation that traditional valuation tools struggle correct, indeed errors that analysts are sometimes unaware of. Assumptions about risk and profitability need to be adapted when dealing with these types of business and this advanced valuation and modelling course looks at the valuation approaches to be taken to enable participants to value companies and sectors which cannot be valued using traditional valuation techniques.

    The first area covered where analysts struggle to value business correctly is at the early growth and start up stage (the Facebook stage), which would cover sectors such as technology, biotechnology and any early funding stage business. Traditional valuation tools struggle to estimate profitability (what size will the eventual market be?) and risk (will the company survive and how does risk change if it does?) The key challenges associated with such companies are discussed, the problems with traditional valuation approaches and the best valuation approach considered. The second area is more mature but rapidly growing companies which, depending on the geographic location, may cover technology, media, telecoms and pharmaceutical sectors. Here risk is again a problem area, but the rate and timing of the peak in growth becomes a key issue (the Apple stage).

    Thirdly cyclical and commodity companies are analysed to identify the issues with sectors such as resources, energy and chemicals companies, where analysts seem to become more focused on the ability to forecast the economic than the company and specific approaches to long run commodity prices are analysed ($40 or $100 oil). Finally in the graveyard stage declining companies are considered where traditional valuation approaches become less relevant and a “wind down” approach may be applicable. Here traditional tools again fail to value risk, but where significant money can be made if a company survives. The course covers the best techniques to assess risk in these types of businesses and how option techniques can be applied to valuation.

    As well as discussed some of the current issues with traditional cash flow and multiple based valuation approaches the course will cover more advanced valuation approaches such as decisions trees, simulations, scenario analysis and real option valuation. As such the course provides an “analytic toolkit” for anyone looking to value almost any type of non-financial company across a range of sectors and lifecycle stages.

    Examples are provided to illustrate each issue. 

    Participants will be required to bring a laptop to the course.

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