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Those who take our LBO courses end up...

fully understanding capital structure optimization.
avoiding common pitfalls that most PE funds encounter.
building the most robust financial models on the Street.
masters of deal structuring.

Become a PE pro with an investment banker's eye for detail.

Strong Fundamentals

LBO or not, a company’s financials need to be modeled properly. We’ll do that and more.

Industry Depth

Ranging from 1 hour to multiple days, we cover the most complex LBO structures.

Backed By Experience

Our instructors have worked on countless deals, and can even help you post-training.

Who needs this?

Analysts and decision-makers in:

Private Equity Leveraged Finance Financial Sponsors Groups Family Offices

… or anyone planning on acquiring companies with debt.

  • Years of real-world experience packed into a matter of days
  • Battle-tested models and techniques used in live deals
  • Shortcuts and best practices to cut down on wasted time in Excel

Course Progression

Core Model

Build an integrated, self-balancing 3-statement model.

Round it out with a debt sweep and interest schedule to project run-rate profitability over the next 5 years.

Valuation Modeling

Explore the 4 main valuation methodologies, from fundamental to relative.

Put each one into practice with a dedicated valuation model, using real historical data.

LBO Structuring

Why should a company go private?

Review all the considerations: valuation, debt capacity, sources & uses of funds, the all-important capital structure, LBO accounting, and more.

LBO Modeling

Start with a quick & dirty LBO model including the resulting pro forma income statement, cash flow/debt sweep, and basic credit/leverage statistics.

Ramp up with an advanced LBO model that expands on the Sources & Uses, simulated Cash Flow Statement, debt sweep (including a term loan), and IRR analysis for financial sponsors.

Private Company Valuation

Believe it or not, not all companies are publicly traded, with all their financials readily available.

You’ll need a different approach for private companies, middle market entities, etc.

Training Methodology

Our approach is to teach you how to fish, rather than give you a fish.

We don't give a one-way lecture where you memorize every cell and formula.

We nudge you toward uncovering answers on your own by leading with the right questions.

The end result? Longer-term knowledge retention that will last an entire career.

I really felt that WST was world class and would recommend it to anyone starting a new career on Wall Street. In particular, the strength of the program is that it concentrates on how analytical work is actually conducted in real life rather than the academic approach of some other competitors.
After completing these courses, you'll be ready to hit the ground running:
  • Fully construct dynamic LBO templates
  • Expand your overall finance knowledge with greater industry awareness
  • Engage with the WST community for help on future models/work

Ready to exceed Wall Street standards?

Detailed Curriculum

Package 1: Basic & Fundamental Concepts

Similar to the Accounting Boot Camp above, this program covers the basics of financial accounting including the major financial statements (Income Statement, Balance Sheet and Cash Flow) and the most important components of each as it relates to financial analysis. Concentration is placed on the integration of the financial statements and provides a full integrated grasp of accounting from a finance perspective.

Financial Statement Analysis
  • Income Statement, Balance Sheet, Cash Flow Statement defined and importance explained
  • Components of each major financial statement
  • IS: Revenue and expense items, EBITDA defined and discussed
  • BS: Assets, Liabilities, and Shareholders' Equity
  • CF: Cash Flow from Operations, Investing Activities and Financing
  • Understand how financial statements are inter-related
  • Relationship between the Income Statement and Cash Flow Statement
  • Explanation of Accrued Expenses, Receivables and Payables and how they tie together
Key Ratios
  • Overview and explanation of major financial ratios, including liquidity, asset management, debt management, profitability, and market value ratios
Hands-On Exercise
  • Interactive group project break-out to analyze, compare and contrast financial statements of various companies; discussion and recommendation of which companies are more attractive
Prerequisites
  • Desire to learn accounting terminology, general business smarts and common sense
Video Length / Estimated Total Course Time

2.5 hours / 4 hours

“How to Analyze a 10-K” builds upon basic accounting and financial statements concepts to focus on the major components of a 10K SEC filing, including the Management Discussion & Analysis, Financial Condition and Results and how to analyze the myriad of footnotes.

It’s simply not enough to merely analyze the financial statements, but especially critical to plow through and understand the footnotes and the management discussion & analysis, where the most of the qualitative information is contained. The challenge is that there are a myriad of footnotes and figuring out which are the important and relevant ones is no small feat. This course provides the overview and analysis for most major common footnotes and gives you a starting point to plow in deeper when we build our financial models. The irony is that in the process of crunching numbers and building numbers, reading comprehension, particularly on the 10K is probably even more important in terms of getting the right inputs.

Overview & Analysis
  • What is a 10K and how is it different from an Annual Report?
  • Major components of a 10K filing
  • Detailed discussion on the MD&A section (Management Discussion & Analysis)
  • Detailed discussion of all major footnotes and how to analyze and interpret major categories of footnotes: general footnotes, Balance Sheet footnotes, contingencies footnotes, Income Statement footnotes, Capital Structure footnotes, many other footnotes
  • Brief discussion of Proxy statement and its utility
  • Brief discussion and introduction to differences between US and International GAAP
Hands-On Exercise
  • Interactive group project break-out to analyze, compare and contrast 10K's of various companies
  • Concentration on: revenue terminology differences, balance sheet analysis, cash flow analysis, analysis and comparison of footnotes, MD&A / segment breakdown and discussion
Prerequisites
  • Desire to learn accounting terminology, general business smarts and common sense
Video Length / Estimated Total Course Time

2 hours / 3 hours

Learn the basic finance concepts that are the backbone of any financial analysis. An understanding of these basic core tools is absolutely critical to mastering any Wall Street analysis. Topics covered include risk / return trade-offs, time value of money, cost of capital, Gordon growth model and basic valuation theories.

Moving beyond the accounting and 10K analysis, this course provides an introduction to the major concepts in finance that many people take for granted. Understanding financial modeling, valuation, and the capital markets in general would be difficult without a full grasp of these fundamental concepts.

Finance 101
  • Risk / Return: Calculating returns and measuring risk, benefits of diversification (systematic and unsystematic risk, total risk, market risk and firm-specific risk), security market line, capital asset pricing model, beta
  • Time Value of Money: present and future values, net present value, internal rate of return, compounding, discounting, uneven cash flow streams, simple vs. effective rates, periodic rates, CAGR (Compound Annual Growth Rates)
  • Basic Valuation Theories: value of any asset, dividend discount model (theory only!), Gordon growth model, growing perpetuity
  • Cost of Capital: sources of capital, component costs, weighted average cost of capital
Prerequisites
  • Desire to learn finance terminology, general business smarts and common sense
Video Length / Estimated Total Course Time

1.5 hours / 2 hours

Company profiles are the most basic overview and descriptions of a company being analyzed. Profiles supply the most basic and fundamental, yet probably the most important aspects of a company. Gain an introduction and explanation of the major components of a profile for a publicly traded company.

Company Profiles
  • Summary business description and financial summary and trading analysis
  • Stock price charts: price / volume graphs, indexed stock price history, moving averages, shares traded at various prices, forward PE history, historical EBITDA multiple valuation trends, beta and volatility, management and Board of Directors biographies, ownership analysis
Prerequisites
  • Desire to learn finance terminology, general business smarts and common sense
Video Length / Estimated Total Course Time

1 hour / 1 hour

Build very quick financial summary and trading statistics exhibit using historical results, analyst estimates & basic assumptions in Excel. This course will allow you to understand basic structure of building an analysis in Excel and navigating through and becoming efficient in Excel.

Financial Summary
  • Build a very simple financial overview exhibit by inputting historical results, analyst estimates and basic projections
Trading Statistics
  • Build trading statistics exhibit displaying standard market valuation multiples
Prerequisites
  • Accounting & Financial Statements Integration
  • Finance 101: Introduction to Finance
  • Corporate Valuation Methodologies
  • Prior experience with Excel, decent ability to type and follow instructions
Video Length / Estimated Total Course Time

1.5 hours / 2 hours

Package 2: Core Fundamental Concepts

Learn how corporations are valued and the major analytical tools that are used. Go beyond academic theory to real-world methods as used by professionals; includes a crucial primer to Corporate Finance and its non-theoretical application. Apply learning objectives and goals immediately by analyzing a $6 billion+ transaction. Topics covered include: (i) how to value a company (trading comps, deal comps, DCF, LBO, break-up and asset valuation); (ii) importance of Enterprise Value, EBITDA, capital structure, leverage and WACC; (iii) analyze valuation multiples and ratios; why are PE ratios sub-optimal as a valuation metric?; (iv) practical, non-theoretical application of introduction to corporate finance.

Valuation Methodologies
  • How much is a company worth? Why is the current stock price not an accurate indication of value?
  • How do you tell if a company is under-valued or over-valued?
  • Why would one company command a higher or lower premium than its direct competitor?
  • What is the importance between enterprise value and equity value?
  • Why do we include minority interest and exclude capital leases?
  • What is the relevance of capital structure and leverage on a companys value?
  • Why and how is corporate finance so critical to managing a firm's profitability?
  • What exactly does a multiple tell us? Learn the correct way to use P/E ratios and other multiples
  • Why are P/E ratios misunderstood and what other profitability-related ratios are more important?
  • What is EBITDA and why is it so important?
  • Utilizing the correct numerator for multiples analysis
  • Calculating implied value based on multiples analysis
  • What is a leveraged buyout and what are the main motives for LBOs?
Case Study Discussion
  • Analysis of "football field" and reference ranges
  • Detailed discussion of the major valuation methodologies, their nuances and application in the real-world
  • Analyzing, comparing and contrasting trading comps, deal comps and premiums paid
  • Detailed explanation of Discounted Cash Flow (DCF) valuation, its theory and application
  • Discussion of why the DCF is arguably one of the most important analyses while simultaneously one of the most academic and least practical of them all
  • Review of WACC (weighted average cost of capital), CAPM (Capital Asset Pricing Model)
  • How do you approach valuing a company with completely disparate businesses?
Hands-On Exercise
  • Interactive group project break-out to analyze, compare and contrast financial statements of various companies; discussion and recommendation of which companies are more attractive
Prerequisites
  • Accounting & Financial Statements Integration
  • How to Analyze a 10K
  • Finance 101: Introduction to Finance
Video Length / Estimated Total Course Time

2 hours / 2.5 hours

This course builds upon, and implements in Excel, the fundamental financial analysis and valuation topics. Create a top-down, five year income statement projection model and then construct a basic discounted cash flow analysis on top of your projection model.

** Don’t get thrown off by the word “basic” - this Basic Financial Modeling serves as the fundamental basis for all of our additional Excel-based courses. Before you “graduate” onto our advanced modeling courses, we HIGHLY recommend you take this course for the full background on working efficiently in Excel the way we want you to, otherwise you may have a much steeper learning curve in our other classes. **

Income Statement Projection
  • Input historical financial results and recast as necessary
  • Calculate historical growth rates and margins which serve as the basis for your projection assumptions
  • Calculate your projected profitability from revenue down to EPS
  • Learn the correct way to calculate diluted shares outstanding
  • Brief discussion and introduction to differences between U.S. and International GAAP
Discounted Cash Flow Analysis
  • How is a discounted cash flow analysis actually constructed?
  • What is the difference between the terminal value and perpetuity growth approaches and what are the implications on value?
  • Learn subtle nuances including the proper figure for "cash flow" in perpetuity growth models
Prerequisites
  • Accounting & Financial Statements Integration
  • Finance 101: Introduction to Finance
  • Corporate Valuation Methodologies
  • Company Overview
Video Length / Estimated Total Course Time

4 hours / 5 hours

Build upon Corporate Valuation Methodologies with a short, hands-on exercise to hone in the core concepts in practice before diving into the more advanced valuation modeling topics. Translate the valuation concepts into real-life case study that demonstrates and shows the valuation principles.

  • Calculate current trading and valuation statistics of industry competitors
  • Project value of a company and stock based on estimated industry average valuation multiples
  • Construct a sample DDM and DCF valuation analysis
  • Estimate WACC, component costs of capital and CAPM and incorporate into valuation analysis
Prerequisites
  • Accounting & Financial Statements Integration
  • Finance 101: Introduction to Finance
  • Corporate Valuation Methodologies
Video Length / Estimated Total Course Time

1.5 hours / 2 hours

Package 3: Advanced Financial Modeling

Build a fully integrated 5-year financial statement projection model by projecting the Income Statement, Balance Sheet, Cash Flow Statement, the Debt Sweep to balance model and Interest Schedule. This course will allow you to have a complete financial model projecting run-rate profitability, on which you can easily layer valuation and merger models.

5-Year Financial Statement Projection Model
  • How do you project a company's Income Statement from revenues and expenses down to Net Income?
  • What are the different methodologies to forecasting the different types of assets on the balance sheet and how do they compare and contrast with projecting liabilities?
  • How do you project the shareholders' equity account?
  • What is the importance of financial ratios in building the balance sheet projections?
  • How do you approach building an integrated cash flow statement?
  • How do you build each component of the cash flow statement and why is cash the last item to project?
Supporting Schedules
  • Incorporate calculation and payment of dividends into your integrated financial model
  • Emulate announced share repurchase program by estimating implied price and shares repurchased
Integration and Balancing of Financial Model
  • Balance the model using the debt schedule and debt sweep logic - the most important analysis in terms of balancing the model!!
  • How does the cash actually flow through the model?
  • Incorporate automatic debt payments and use cash generated to either pay down debt or build cash
  • How does the revolver facility actually balance the model? Avoid messy nested "if" statements!!
  • How does the balance sheet and financial statements balance by itself without the use of "plugs"?
  • How are the financial statements integrated using the Interest schedule?
  • What are circular references, why should they be avoided and how to get around circular references
Prerequisites
  • Accounting & Financial Statements Integration
  • Company Overview
  • Basic Financial Modeling
  • Efficiency in Excel
Video Length / Estimated Total Course Time

3.5 hours / 5 hours

Build upon completed core model and layer on valuation analysis. Construct DCF valuation model, detailed revenue segment build-up, project more precise depreciation schedule, calculate credit & leverage statistics and ratios, construct a reference range and football field summary valuation. This Enhancements course will allow you to have a much more detailed stand-alone financial model and valuation model!

Enhancements to Core Integrated Financial Model
  • Build a stand-alone depreciation schedule to better estimate working capital changes and free cash flow by depreciating existing PPE as well as new capital expenditures
  • Credit and leverage statistics ratio analysis with automated comparisons vs. S&P rating statistics
Detailed Business Segment Build-Up
  • Model out historical change in key drivers of growth and project future detailed growth
  • Analyze and break down growth based on publicly available data and inputs from 10K filing
  • Incorporate and remove effect of growth from non-core items such as foreign exchange rate fluctuations
  • Project future detailed growth assumptions that roll up into larger projection model
Valuation Modeling
  • Model out historical change in key drivers of growth and project future detailed growth
  • Analyze and break down growth based on publicly available data and inputs from 10K filing
  • Incorporate and remove effect of growth from non-core items such as foreign exchange rate fluctuations
  • Project future detailed growth assumptions that roll up into larger projection model
Prerequisites
  • Accounting & Financial Statements Integration
  • Finance 101: Introduction to Finance
  • Corporate Valuation Methodologies
  • Company Overview
  • Basic Financial Modeling
  • Advanced Financial Modeling - Core Model
  • Extreme efficiency in Excel
Video Length / Estimated Total Course Time

3 hours / 4 hours

Further enhance core integrated financial model by building a detailed tax schedule incorporating NOLs (Net Operating Losses), Section 382 limitations on NOL usage and differences between book and tax depreciation. Dive deep into re-calculating depreciation for tax purposes based on accelerated depreciation - MACRS (Modified Accelerated Cost Recovery System) in the US. Incorporate and flow the accelerated tax depreciation into the larger tax schedule to account for differences in GAAP Pre-Tax Income and Taxable Income. Finish up with a quick Residual Income analysis and EVA (Economic Value Added) analysis, which complements our Enhancements Part I course.

Construct flexible Tax Depreciation Schedule
  • GAAP depreciation schedule is off simplistic straight-line assumption while tax write-offs allow for accelerated depreciation schedule
  • Incorporate real-world MACRS schedule (US IRS tax code) to depreciate assets based on various property classes and recovery year
  • Integrate with new capital expenditures assumptions by asset class
  • Compare and contrast with GAAP depreciation
  • Gain better precision into cash flow modeling and working capital line items
Construct and reconcile extremely detailed Book vs. Tax Income Tax Schedule
  • Combine GAAP and tax depreciation schedule into tax schedule for model's deferred tax liability
  • Further enhance detailed tax schedule incorporating NOLs (Net Operating Losses)
  • Incorporate limitations on NOL usage based on change of control provisions
  • Construct detailed accelerated tax depreciation schedules based on MACRS
  • Properly build-up detailed deferred tax assets and liabilities Balance Sheet accounts
Perform and analyze Residual Value and EVA analysis
  • Understand differences among traditional DCF analysis vs Residual Income and EVA analysis
  • Calculate equity capital charge total capital charge
  • Use correct discount rate for each analysis
  • Compare and contrast pros and cons and the purpose of each analysis
Understand differences among traditional DCF analysis vs Residual Income and EVA analysis
  • Calculate equity capital charge total capital charge
  • Use correct discount rate for each analysis
  • Compare and contrast pros and cons and the purpose of each analysis
Prerequisites
  • Basic Financial Modeling
  • Advanced Financial Modeling - Core Model
  • Enhancements to the Core Model - Part 1
Video Length / Estimated Total Course Time

3 hours / 4 hours

Learn how to build detailed revenue and segment build-ups into your larger financial model by quantifying the drivers of growth. Many financial projection models are based off simple revenue growth rate and expense margin assumptions, resulting in reduced precision in the projection model. This course teaches various approaches to true, bottoms-up, fundamental analysis for both publicly trade and listed companies as well as private companies or entities in which you have additional detail. We start by understanding the logic of channel checks and building the case for growth rates based on qualitative analysis and comprehension of industry- and company-specific drivers of growth. We then turn around and quantify our qualitative analysis by incorporating into our financial model on a business and operating segment basis. The results of the build-up analysis rolls into the Income Statement from your core integrated financial projection model. In addition, layer on sensitivity and scenario analysis to easily toggle through various cases, including base (management) case, upside and downside cases.

Detailed Business Segment Build-Up
  • Model out historical change in key drivers of growth and project future detailed growth
  • Analyze and break down growth based on publicly available data and inputs from 10K filing
  • Incorporate and remove effect of growth from non-core items such as foreign exchange rate fluctuations
  • Project future detailed growth assumptions that roll up into larger projection model instead of just 10% growth
  • Understand additional granularity for various industries including retail, manufacturing, financial services, energy, etc.
Operating & Division Segment Build-Up
  • Calculate and analyze different operating segments as reported in public filings to roll-up into IS
  • Adjust for extraordinary items by segment based on MD&A and disclosed footnotes
  • Extract, utilize and incorporate volume and pricing increases into operating segment performance
  • Estimate and project future revenue and segment income and allocate for corporate overhead
  • Estimate projected COGS and SG&A on the entire base after operating build-up
Detailed New Business Build-Up
  • Bridge the gap and quantify future, as-yet-unachieved growth initiatives based on concrete assumptions
  • Analysis would roll into core "organic growth" model and sensitized
  • Model out effects of hiring new sales representatives and the associated increased revenue
  • Triangulate new revenue and tiered commission expenses due to renewal business
  • Calculate incremental salary and bonus cost of new sales representatives
  • Calculate additional cost of sales and other expenses related to new business
Detailed Account by Account Build-Up
  • Project sources of revenue based on growth in number of accounts and customers
  • Model out revenue per account and associated commissions and expenses
  • Incorporate rate increases into model
  • Further enhance model via sensitivity & scenario modeling and analysis
  • Detailed build-up consolidates into Consolidating Income Statement which feeds into model
  • Account for inter-company eliminations in historical pro forma model and projections
Sensitivity Analysis and Multiple Cases
  • Layer sensitivity analysis on top of segment build-up to incorporate various assumptions and cases
  • Build multiple scenarios and cases, including Base Case, Optimistic & Pessimistic Cases
  • Toggle and sensitize profitability and cash flow of model based on various case assumptions
Prerequisites
  • Basic Financial Modeling
  • Advanced Financial Modeling - Core Model
Video Length / Estimated Total Course Time

4 hours / 5 hours

Package 4: Valuation Modeling Topics

Learn how corporations are valued and the major analytical tools that are used. Go beyond academic theory to real-world methods as used by professionals; includes a crucial primer to Corporate Finance and its non-theoretical application. Apply learning objectives and goals immediately by analyzing a $6 billion+ transaction. Topics covered include: (i) how to value a company (trading comps, deal comps, DCF, LBO, break-up and asset valuation); (ii) importance of Enterprise Value, EBITDA, capital structure, leverage and WACC; (iii) analyze valuation multiples and ratios; why are PE ratios sub-optimal as a valuation metric?; (iv) practical, non-theoretical application of introduction to corporate finance.

Valuation Methodologies
  • How much is a company worth? Why is the current stock price not an accurate indication of value?
  • How do you tell if a company is under-valued or over-valued?
  • Why would one company command a higher or lower premium than its direct competitor?
  • What is the importance between enterprise value and equity value?
  • Why do we include minority interest and exclude capital leases?
  • What is the relevance of capital structure and leverage on a companys value?
  • Why and how is corporate finance so critical to managing a firm's profitability?
  • What exactly does a multiple tell us? Learn the correct way to use P/E ratios and other multiples
  • Why are P/E ratios misunderstood and what other profitability-related ratios are more important?
  • What is EBITDA and why is it so important?
  • Utilizing the correct numerator for multiples analysis
  • Calculating implied value based on multiples analysis
  • What is a leveraged buyout and what are the main motives for LBOs?
Case Study Discussion
  • Analysis of "football field" and reference ranges
  • Detailed discussion of the major valuation methodologies, their nuances and application in the real-world
  • Analyzing, comparing and contrasting trading comps, deal comps and premiums paid
  • Detailed explanation of Discounted Cash Flow (DCF) valuation, its theory and application
  • Discussion of why the DCF is arguably one of the most important analyses while simultaneously one of the most academic and least practical of them all
  • Review of WACC (weighted average cost of capital), CAPM (Capital Asset Pricing Model)
  • How do you approach valuing a company with completely disparate businesses?
Hands-On Exercise
  • Interactive group project break-out to analyze, compare and contrast financial statements of various companies; discussion and recommendation of which companies are more attractive
Prerequisites
  • Accounting & Financial Statements Integration
  • How to Analyze a 10K
  • Finance 101: Introduction to Finance
Video Length / Estimated Total Course Time

2 hours / 2.5 hours

Build a basic, quick and dirty, back-of-the-envelope trading comps analysis (analysis of selected publicly traded companies). This course will allow you to quickly construct a relative valuation analysis and serves as a critical basis for our Complex Trading Comps Analysis course.

  • Input historical results and analyst projections for comparable companies (public traded competitors)
  • Calculate current standalone market valuation multiples
Prerequisites
  • Accounting & Financial Statements Integration
  • Corporate Valuation Methodologies
  • Company Overview
  • Basic Financial Modeling
Video Length / Estimated Total Course Time

1 hour / 1.5 hours

Relative Valuation Basics is an extracted section from Advanced Financial & Valuation Modeling - Enhancements course module. In particular, we construct the reference range and football field analysis to complete the valuation picture. We recommend taking the following courses in order to gain the holistic relative valuation view:

  • Quick & Dirty Trading Comps Analysis
  • Relative Valuation Basics
Reference Range & Football Field
  • Build reference range that quantifies fundamental and valuation methodologies
  • Summarize valuation modeling techniques including: quick & dirty trading comps, reference range analysis
  • Crystallize and appreciate the capital structure and the relationship between total enterprise value, equity value and price per share
  • Utilize best practices to reduce average construction time from 2 hours to 30 seconds
  • Update dynamic football field to graphically summarize valuation metrics
  • Step-by-step 25 page graphic instruction on how to create football field from scratch
Prerequisites
  • Accounting & Financial Statements Integration
  • Finance 101: Introduction to Finance
  • Corporate Valuation Methodologies
  • Company Overview
  • Basic Financial Modeling
  • Quick & Dirty Trading Comps Analysis
  • Advanced Financial Modeling - Core Model
  • Extreme efficiency in Excel
Video Length / Estimated Total Course Time

0.5 hour / 1 hour

Build a detailed, thorough trading comps analysis (analysis of selected publicly traded companies) and learn how to properly construct a relative valuation analysis the correct way as well as how to normalize financials for extraordinary items, non-recurring and restructuring charges. This course itself isn’t terribly complex or difficult, but is very tedious, time consuming and at times frustrating as it requires a great deal of patience, attention to detail and reading comprehension. Hence, the first four letters of the title “analyst” ring true - perfection is required to get the right numbers.

Trading Comps Overview and Instruction
  • Learn the steps required to construct a trading comps analyses and how to filter straight through to the relevant information
  • Best practices on inputting and checking data, "Do's and Don'ts" tips, specific Income Statement and Balance Sheet reminders
  • Calculate LTM (last twelve months) and handling projections for comparability
  • Weighted average cost of capital analysis
Complex Comps Adjustments
  • Our comps module covers just about 98% of ALL adjustments one would possibly encounter!! Learn:
    • When and when not to adjust for asset impairments and write-downs
    • How to adjust for zero-coupon convertible securities that are simultaneously in-the-money and out-of-the-money
    • The effects of a LIFO / FIFO change in accounting recognition
    • How to adjust for changes in accounting principle and discontinued operations
    • The difference between below-the-line and above-the-line adjustments and evaluate when an item affects both, one or the other or neither
    • How to properly account for difference fiscal year ends
    • Proper treatment of capital leases
    • When to use reported GAAP Income Statement figures and when to use Pro Forma figures
Prerequisites
  • Accounting & Financial Statements Integration
  • Finance 101: Introduction to Finance
  • Company Profiles
  • Corporate Valuation Methodologies
  • Company Overview
  • Basic Financial Modeling
  • Quick & Dirty Trading Comps Analysis
  • Efficiency in Excel
Video Length / Estimated Total Course Time

4.5 hours / 6.5 hours

Build a deal comps analysis (analysis of selected acquisitions), similar to trading comps analysis, but from an acquisition context using historical transaction data instead of current market valuation data. This course will allow you to properly construct a deal comps analysis the correct way, uncovering some of the nuances related to calculating transaction value and purchase price. This course is not a complex course and in fact, is a relative breeze compared with our Complex Trading Comps course, but builds upon the concepts in the latter course.

Deal Comps Instruction
  • Learn the steps required to construct a deal comps analyses and how to filter straight through to the relevant information
  • Plow through the myriad of deal information such as 8K filings, 10K filings, press releases and industry databases
  • Calculate transaction value (purchase price), premiums and multiples in past deals
  • Uncover subtle nuances of determining correct enterprise value and avoid valuation mistakes
Prerequisites
  • Accounting & Financial Statements Integration
  • Company Profiles
  • Corporate Valuation Methodologies
  • Company Overview
  • Basic Financial Modeling
  • Quick & Dirty Trading Comps Analysis
  • Complex Trading Comps Analysis
  • Efficiency in Excel
Video Length / Estimated Total Course Time

1.5 hours / 2 hours

Package 6: Leveraged Buyout Modeling

This course provides a basic overview and introduction to leveraged buyouts, including discussion of rationale for ‘going private’, ideal LBO candidate, drivers of value. The following items are discussed, including description, importance, implications and general thoughts on: valuation, debt capacity, scenario analysis, sources & uses of funds, rollover equity, pro forma capital structure, purchase vs. recap accounting, goodwill treatment and other issues. You will gain some basic & fundamental knowledge required to understand LBO transactions. The purpose of this course is to introduce some of the terminology and concepts required for our Quick & Dirty LBO Modeling and Complex LBO Modeling courses.

  • Valuation Summary
  • Maximum Debt Capacity
  • Refinancing Scenarios
  • Expenses - Definitions and Accounting Treatment
  • Sources and Uses of Funds
  • Equity Sources and Rollover Equity
  • Interest Rate Scenarios
  • Pro Forma Capital Structure
  • Purchase Accounting vs. Recapitalization Accounting
  • Goodwill Calculation / Treatment and Amortization (FASB 141/142)
  • Pro Forma Opening Balance Sheet & Adjustments
  • Pro Forma Shareholder's Equity Treatment
  • Cash Flow Statement and Debt Sweep Adjustments and Expansion
Prerequisites
  • Accounting & Financial Statements Integration
  • Finance 101: Introduction to Finance
  • Corporate Valuation Methodologies
Video Length / Estimated Total Course Time

1 hour / 1 hour

In the normal course of running a company, the CFO must balance capital requirements with capital sources of funds. Changes to the capital structure are not insignificant as each component of capital has an opportunity cost. In this course, we introduce the impact of changes in capital structure and the resulting impact on a company’s decision to borrow vs. raise equity. We quantify the thought process and the logic that dictates one or the other by examining both extremes of capital structure changes: from a simple small share repurchase to the opposite spectrum, the leveraged buyout. This class examines and incorporates all the major inputs and value drivers of capital structure changes by building a short, quick and dirty LBO analysis, providing an excellent condensed overview and introduction to LBO modeling. As LBOs are risky and complex financial transactions, sometimes, building a full-out, complex LBO model is not necessary or required if one just wants to quickly gauge the feasibility of an LBO.

Learning Objectives
  • Discussion on leveraged buyouts, including overview, rationale, ideal candidate and drivers of value
  • Construct and sensitize a basic, quick and dirty, leveraged buyout model
  • Incorporate fundamental drivers including Sources & Uses, Pro Forma, post-LBO projections, available cash flow, debt sweep, credit ratios and IRR
Learning Goals
  • Drivers of value from a financial point of view and changes in capital structure
    • Comparison to share repurchases and the lack of value creation
    • Counter argument of cost of capital, funding costs and opportunity costs arbitrage
    • Counter-counter argument of weighted average cost of capital changes
    • Final assessment of source of returns of LBOs
    • We first introduce the obvious rationales, then prove why that is wrong, then disproof the proof and disprove that and disprove that and finally agree on how corporate finance and the capital markets extract value from capital structure arbitrage
    • In short, participants might be thoroughly confused at first, but will finally understand every aspect of the value proposition by the time we are done!
  • Discussion on LBOs, including: overview of LBO's, rationale for going private, ideal LBO candidate
  • Create a quick and dirty, condensed LBO model from scratch
  • Build a summary Sources and Uses of Funds analysis that dictates LBO value
  • Construct a Pro Forma, post-LBO Income Statement projection model incorporating LBO changes
  • Calculate cash flow available to firm through simplified debt sweep pay off high debt volumes
  • Create condensed IRR (internal rate of return) analysis to evaluate financial sponsor returns
    • Comparison of IRR to multiple of capital as a return metric and benchmark
    • Identify true source of returns, from building of equity to time value of money
    • Compare and contrast returns trends based on exit multiple contraction or expansion
    • Discussion on why highly levered transactions must exit within 3 to 5 years
    • Analyze and partially quantify the trend towards dividends to financial sponsor as opposed to debt paydown
  • Analyze basic credit and leverage statistics and equity sources that drive the LBO model
Prerequisites
  • Accounting & Financial Statements Integration
  • Corporate Valuation Methodologies
  • Company Overview
  • Basic Financial Modeling
  • Advanced Financial Modeling - Core Model
  • M&A Deal Structuring
  • Merger Modeling Basics
  • LBO Overview
  • Efficiency in Excel
Video Length / Estimated Total Course Time

1 hour / 1.5 hours

Further enhance core integrated financial model by building a detailed tax schedule incorporating NOLs (Net Operating Losses), Section 382 limitations on NOL usage and differences between book and tax depreciation. Dive deep into re-calculating depreciation for tax purposes based on accelerated depreciation - MACRS (Modified Accelerated Cost Recovery System) in the US. Incorporate and flow the accelerated tax depreciation into the larger tax schedule to account for differences in GAAP Pre-Tax Income and Taxable Income. Finish up with a quick Residual Income analysis and EVA (Economic Value Added) analysis, which complements our Enhancements Part I course.

  • Build an expanded Sources and Uses of Funds analysis that dictates LBO value
  • Sources of Funds: inclusion of rollover equity, detailed debt structure & maximizing debt capacity
  • Uses of Funds: ability to toggle refinancing of existing debt, excess cash usage, proper treatment of debt financing fees, tender costs and transaction costs
  • Construct a Pro Forma, post-LBO Income Statement projection model incorporating LBO changes
  • Calculate new, Pro Forma interest expense and amortization of debt financing fees
  • Calculate cash flow available to firm through expanded debt sweep pay off high debt volumes
  • Constructed simulated Cash Flow Statement, including CFO, CFI and CFF
  • Expanded Debt Sweep schedule to flow through various debt items
  • Incorporate Term Loan mandatory amortization and dynamic pre-payment
  • Integrate and sweep through additional new and existing debt tranches
  • Create condensed IRR (internal rate of return) analysis to evaluate financial sponsor returns
  • Comparison of IRR to multiple of capital as a return metric and benchmark
  • Identify true source of returns, from building of equity to time value of money
  • Compare and contrast returns trends based on exit multiple contraction or expansion
  • Discussion on why highly levered transactions must exit within 3 to 5 years
  • Analyze and partially quantify the trend towards dividends to financial sponsor as opposed to debt paydown
  • Triangulate IRR when there are unequal cash flow returns to equity sponsor primarily through dividends
  • Analyze basic credit and leverage statistics and equity sources that drive the LBO model
Prerequisites
  • Basic Financial Modeling
  • Advanced Financial Modeling - Core Model
  • M&A Deal Structuring
  • Merger Modeling Basics
  • LBO Overview
  • Quick & Dirty LBO Modeling
  • Efficiency in Excel
Video Length / Estimated Total Course Time

2.5 hours / 4 hours

Package: Private Company Valuation

This course builds upon our basic Corporate Valuation course and introduces the complex nuances associated with analyzing and valuing private companies. We dive deep into the details and concepts deeply imbedded with valuation of large publicly traded and listed companies and take it to next level by applying it to companies and regions with very sparse publicly available data. Learn nuances of adjusting for DCF valuation, WACC analysis when no data exists, how to select and adjust peer comparables when no “good comp” exists. While there is certainly no magic bullet to the tough questions and lack of information, there are techniques and best practices to get us as close as possible.

Fundamental & DCF Valuation Nuances
  • Detailed explanation of Discounted Cash Flow (DCF) valuation, its theory and application
  • Discussion of why the DCF is arguably one of the most important analyses while simultaneously one of the most academic and least practical of them all
  • Analysis of EBITDA and growth approaches to Terminal Value estimation and pros and cons of each
  • Discussion on the correct Cash Flow starting point for Gordon Growth Rate: long-term relationship between CapEx and depreciation and the theoretical implications on DCF
  • Computing reasonable perpetual growth rate and the nuances associated
  • Perpetual growth rate method and applications: how to value high growth companies in which the terminal year growth has not yet reached steady state growth for perpetuity
WACC and Cost of Component Capital Nuances
  • Application of WACC and matching of cash flows with the riskiness of the cash flows
  • Correct Cost of Debt to use: coupon rate, current YTM if available vs. investment banker rate
  • Estimating Cost of Debt when there is no outstanding debt or interest rates unavailable
  • Cost of Equity and CAPM (Capital Asset Pricing Model): theory, implications and application
  • Concept of diversification and risk/reward model and practical approach as discount factor
  • Correct risk free rate and market risk premium and the various premiums and adjustments made to MRP
  • Concept of beta and sensitivity to the market and adjusting for capital structure differences
  • Estimating beta with none present, and un-levering and re-levering betas to adjust for earnings volatility
  • Use of beta to manipulate and influence discount rate to affect overall DCF valuation
  • Thinking through the logic of a company with a ton of cash on the books and adjustments (if any) to beta
  • Determining the correct capital structure (Debt & Equity / Capitalization) - your own or industry ideal?
  • Adjusting WACC and DCF for private companies, liquidity, size and country-specific adjustments
DCF Revisited
  • Importance of DCF, NPV & IRR analysis for start-ups, growth capital and project finance
  • Private company PE ratios and nuances associated with Equity Value / Net Income as a proxy
  • Short, brief discussion on industry specific valuation and introduction to basic nuances and differences
  • Brief honorable mention of alternative valuation methodologies
Enterprise Value Nuances
  • TEV: what is the correct treatment of minority interest and capital leases from a standalone valuation aspect vs. credit perspective vs change of control
  • What is the relevance of capital structure and leverage on a company's value?
  • Crystallizing Enterprise Value: Proper Allocation of TEV in HoldCo context
  • Case study analyzing proper allocation of value of public traded parent and subsidiaries
  • Analysis of market valuation attribution to standalone parent and majority owned subsidiary
  • Difference in treatment of TEV based on if subsidiary's debt is owed to third party or to parent
  • Reconciliation of book value treatment of Minority Interest vs. minority owned percentage of sub
Prerequisites
  • Accounting & Financial Statements Integration
  • Finance 101
  • Corporate Valuation Methodologies & Corporate Finance
  • Basic Valuation Techniques
Video Length / Estimated Total Course Time

3 hours / 4 hours

Learn how to build detailed revenue and segment build-ups into your larger financial model by quantifying the drivers of growth. Many financial projection models are based off simple revenue growth rate and expense margin assumptions, resulting in reduced precision in the projection model. This course teaches various approaches to true, bottoms-up, fundamental analysis for both publicly trade and listed companies as well as private companies or entities in which you have additional detail. We start by understanding the logic of channel checks and building the case for growth rates based on qualitative analysis and comprehension of industry- and company-specific drivers of growth. We then turn around and quantify our qualitative analysis by incorporating into our financial model on a business and operating segment basis. The results of the build-up analysis rolls into the Income Statement from your core integrated financial projection model. In addition, layer on sensitivity and scenario analysis to easily toggle through various cases, including base (management) case, upside and downside cases.

Detailed Business Segment Build-Up
  • Model out historical change in key drivers of growth and project future detailed growth
  • Analyze and break down growth based on publicly available data and inputs from 10K filing
  • Incorporate and remove effect of growth from non-core items such as foreign exchange rate fluctuations
  • Project future detailed growth assumptions that roll up into larger projection model instead of just 10% growth
  • Understand additional granularity for various industries including retail, manufacturing, financial services, energy, etc.
Operating & Division Segment Build-Up
  • Calculate and analyze different operating segments as reported in public filings to roll-up into IS
  • Adjust for extraordinary items by segment based on MD&A and disclosed footnotes
  • Extract, utilize and incorporate volume and pricing increases into operating segment performance
  • Estimate and project future revenue and segment income and allocate for corporate overhead
  • Estimate projected COGS and SG&A on the entire base after operating build-up
Detailed New Business Build-Up
  • Bridge the gap and quantify future, as-yet-unachieved growth initiatives based on concrete assumptions
  • Analysis would roll into core "organic growth" model and sensitized
  • Model out effects of hiring new sales representatives and the associated increased revenue
  • Triangulate new revenue and tiered commission expenses due to renewal business
  • Calculate incremental salary and bonus cost of new sales representatives
  • Calculate additional cost of sales and other expenses related to new business
Detailed Account by Account Build-Up
  • Project sources of revenue based on growth in number of accounts and customers
  • Model out revenue per account and associated commissions and expenses
  • Incorporate rate increases into model
  • Further enhance model via sensitivity & scenario modeling and analysis
  • Detailed build-up consolidates into Consolidating Income Statement which feeds into model
  • Account for inter-company eliminations in historical pro forma model and projections
Sensitivity Analysis and Multiple Cases
  • Layer sensitivity analysis on top of segment build-up to incorporate various assumptions and cases
  • Build multiple scenarios and cases, including Base Case, Optimistic & Pessimistic Cases
  • Toggle and sensitize profitability and cash flow of model based on various case assumptions
Prerequisites
  • Basic Financial Modeling
  • Advanced Financial Modeling - Core Model
Video Length / Estimated Total Course Time

4 hours / 5 hours

Pro Forma financial statements are a tool to recast financial results in a manner that is more representative of future performance and to remove the effects of private ownership. Pro Forma financial statements have one or more assumptions or hypothetical conditions built into the data and are often used to develop core earnings capacity (quality of earnings) when the objective is to value a company for sale to a third party or for internal perpetuation. The goal is to examine a sampling of the most common types of Pro Forma adjustments most often seen when valuing closely-held entities. Similar to analyzing one-time adjustments for public companies, the adjustments can affect both revenues and expenses, increasing or decreasing either one. However, private company pro form adjustments require a much more detailed analysis of each expense line to adjust for the effects of private ownership.

  • How to recast financial results to be more representative of future performance and adjust for the effects of private ownership
  • Understand the different types of adjustments required, ranging from discretionary to non-recurring to standalone corporate entity
  • Comprehend the major types of revenue adjustments to isolate true, organic revenue base
  • Learn the right questions to ask regarding new clients, lost clients, profit sharing agreements and more
  • Plow through all the expense line items, focusing on SG&A expenses
  • Apply industry-wide rules of thumbs on compensation and benefits
  • Adjust for the impact of key officers and management's run-rate compensation level
  • Dive in deep on operating expenses, from auto expenses/allowances to advertising/marketing, etc
  • Adjust for taxes from a private, pass-thru entity to a standalone corporation
  • Analyze key Balance Sheet adjustments such as midnight shareholder dividends and officer loans
Prerequisites
  • Accounting & Financial Statements Integration
  • Company Overview
  • Basic Financial Modeling
Video Length / Estimated Total Course Time

1.5 hours / 2.5 hours

This Merger Modeling - Earnout Discussion module builds upon our M&A Deal Structuring and Merger Modeling Basics course by reconciling differences that arise in private middle-market transactions in which a buyer wants to be rewarded for future growth and a seller is only willing to pay for growth that has been achieved. But, the seller reckons - “why should I sell when I believe I can achieve greater growth and then sell for an even larger valuation at that future point”. The main tool to bridge this gap is for the seller to put his money where his mouth is - if you say you can achieve $1 billion of revenue, then prove it - one should be willing to accept deferred, contingent payments for such future growth that has yet to be realized. In this add-on module, we explore different ways to analyze and structure earnouts.

  • Construct a sample earnout model based on a base earnout and a "super-earnout"
  • Create a two-tiered earnout structure that is dependent on achieving management projections
  • Structure earnout based on both Revenue and EBITDA targets
  • Evaluate the "base" target financial goals and calculate corridor earned
  • Review best practices in calculating the actual earnout earned
  • Repeat analysis for second earnout tier: the "super-earnout", a much more difficult to achieve set of financial projections
  • Evaluate pros and cons of being too optimistic in management projections vs. being too pessimistic
Prerequisites
  • Accounting & Financial Statements Integration
  • Basic Financial Modeling
  • M&A Deal Structuring
  • Merger Modeling Basics
  • Segment Build-up & Sensitivity Modeling
  • Private Company Pro Forma Modeling
Video Length / Estimated Total Course Time

1 hour / 1.5 hours

Package: Super-Complex M&A/LBO Modeling

The goal of this course is quite simple and yet extremely complex in implementation: build an all-out, full combination and merger analysis of target and acquirer company, integrating full projection model for both. This course will allow you to build one of the most dynamic, sophisticated and complex merger models out there, slapping together complete Income Statement, Balance Sheet, Cash Flow Statement, brand new, highly complex Debt Sweep and Interest schedule for the two companies and combined merged entity. Determine deal structure, purchase price allocation and tax deductibility, accretion / dilution and a whole host of issues.

Learning objectives include: (i) calculate Sources & Uses of Funds, post-transaction ownership, accretion / dilution; (ii) combine Target and Acquiror Income Statements and incorporate synergies into pro forma merger model; (iii) calculate pro forma, post-transaction opening Balance Sheet and project future combined Balance Sheet; (iv) derive combined Cash Flow Statement, dept sweep & interest schedule to balance and integrate model.

The core LBO model serves as the beginning model for the target company in this Complex, Super-Advanced Merger Modeling course and as such, you must have completed the Complex LBO Modeling course first to have the model!

Merger Summary & Sensitivity Options
  • Sensitize deal structure options, including stock & cash consideration
  • Construct Sources & Uses of Funds including various financing scenarios and ability to refinance any existing debt and utilize existing excess cash to fund acquisition
  • Calculate correct transaction value incorporating economic effect of management options
  • Calculate post-transaction ownership summary
  • Allocate purchase price among tangible book value (existing assets at cost), step-up in basis to FMV, tax deductible identifiable intangibles, non-tax deductible identifiable intangibles and goodwill
  • Proper accounting treatment of transaction costs, tender costs and accrued interest of any refinanced debt and debt transaction financing fees
  • Account for differences in GAAP book deductibility and tax deductibility of intangible assets
  • Build ability to treat acquisitions as an asset sale for tax treatment Line-by-line combination of Target & Acquiror Income Statements including revenue and expense synergies and correctly depreciation and amortization of assets from purchase price allocation analysis
  • Calculate pro forma, post-transaction EPS, accretion / dilution analyst and pre-tax synergies / cushion required to breakeven
  • Project tax levels, incorporating permanent differences in book vs. tax deductibility of intangible assets
  • Combine Target & Acquiror Balance Sheets and perform transaction adjustment entries to calculate pro forma opening Balance Sheet
  • Calculate projected Balance Sheet and Cash Flow Statement of combined merged company
  • Analyze & construct complex debt schedule to sweep through mandatory & discretionary debt payments
  • Ability to dynamically pay down tranches of Target & Acquiror's debt and new debt raised
  • Calculate pro forma and projected credit & leverage statistics and automatically evaluate debt ratings of merged company
Prerequisites
  • Accounting & Financial Statements Integration
  • Company Profiles and Corporate Valuation Methodologies
  • Company Overview and Basic Financial Modeling
  • Advanced Financial Modeling - Core Model & Enhancements
  • M&A Deal Structuring and Merger Modeling Basics
  • LBO Overview and Quick & Dirty LBO Model
  • Complex LBO Model & Enhancements
  • Super extreme efficiency in Excel
Video Length / Estimated Total Course Time

5 hours / 10 hours

Layer a complex LBO model on top core standalone projection model and build one of the most dynamic, sophisticated and complex LBO models out there. This is a highly complex and a very advanced modeling class and requires an absolute grasp of all basic and advanced accounting and financial concepts. Your finished LBO model will be a highly versatile and functional financial model able to capture and sensitize a great deal of inputs to project a realistic and more precise outcome including the ability to toggle between status quo, standalone model vs. all-out LBO vs. partial recap. The core LBO model serves as the beginning model for the target company in our Complex, Super-Advanced Merger Modeling course.

Significantly enhance the LBO model by incorporating the following: PIKs (Paid-In-Kind), warrants and partial, less than 100% recapitalization. Further modify LBO model for mezzanine debt, non-cash interest, issue warrants and modify equity acquired. Incorporate all enhancements into end-all IRR analysis by significantly scaling out returns calculation via massive triangulation of cash flows.

Standalone Projection Model
  • Build standalone, fully-integrated projection model that serves as the core model for the LBO model and to check final LBO model against status quo, no transaction scenario.
  • Mirrors our Advanced Financial Modeling - Core Model course
LBO Summary
  • Layer LBO model on top by modifying core standalone projection model
  • Build the ever-so-critical "LBO Summary" page that controls all the drivers and inputs of the LBO model: valuation metrics, maximum debt capacity, Sources and Uses of Funds
  • Sensitize the LBO with the following options: recapitalization vs. purchase accounting, interest rate scenarios, refinancing scenarios
  • Incorporate proper accounting treatment of expenses (debt transaction financing fees, tender costs and transactions costs)
  • Calculate equity sources and rollover equity and financial implications
  • Create Pro Forma capital structure and opening balance sheet incorporating transaction adjustments
  • Calculate goodwill incorporating the FAS 141 and 142 goodwill amortization rules
  • Toggle between various LBO scenarios and no transaction for valuation purposes
Balance Sheet & Cash Flow Statement Adjustments
  • Translate LBO summary and deal structure into Pro Forma Opening Balance Sheet
  • Balance Sheet adjustments include: cash changes, goodwill, capitalization of expenses, debt and capital structure modifications
  • Properly calculate and incorporate Pro Forma Shareholder's Equity treatment
  • Cash Flow Statement modifications including updating existing share repurchase and dividends model
Expanded Debt Sweep and IRR
  • Debt Sweep expansion including integrating and sweeping additional debt tranches
  • Expand debt sweep to account for new debt issued and discretionary cash flow recapture
  • Construct credit & leverage ratios and automate credit ratings
  • Create IRR (internal rate of return) analysis to evaluate financial sponsor returns
  • Complete complex LBO model with Status Quo, standalone model vs. all-out LBO toggle
  • Introduce enhancements and complications into your LBO model to account for various transaction structures and more complex securities typically issued in an LBO transaction.
  • Incorporate mezzanine securities with PIKs (paid-in-kind)
  • Account for dilution due to warrants attached to preferred securities
  • Enhance LBO model to dynamically incorporate recapitalizations (vs. full LBOs)
  • Properly modify and significantly expand IRR analysis to include effect of enhancements
Prerequisites
  • Accounting & Financial Statements Integration
  • Company Profiles and Corporate Valuation Methodologies
  • Company Overview and Basic Financial Modeling
  • Advanced Financial Modeling - Core Model & Enhancements
  • M&A Deal Structuring and Merger Modeling Basics
  • LBO Overview and Quick & Dirty LBO Model
  • Super extreme efficiency in Excel
Video Length / Estimated Total Course Time

8.5 hours / 10 hours

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