Do you know TNTGTDD?
M&A and LBOs are all about The Number That Gets The Deal Done.
Master the art of deal structuring to close the transaction.
M&A and LBOs are all about The Number That Gets The Deal Done.
Master the art of deal structuring to close the transaction.
Handle any deal structure and scenarios that come your way.
90% of deal structuring is tax-related; we’ll show you the implications.
Understand accretion/dilution and IRRs in the context of the transaction.
Professionals in (or looking to transition into) these fields:
Banking M&A Private Equity CFO Corporate Finance… in other words, any and all dealmakers.
Know the common deal structures, then determine the optimal ones based on cash vs. stock and stock vs. asset.
Account for accretion/dilution and perform a breakeven analysis for the deal.
Model out accretion/dilution scenarios, Ability to Pay, and a pro forma combination of two full sets of financial statements.
For you advanced folks: dive deeper into Sources & Uses, FASB 141/142 and IFRS 3, tax liabilities, and more detailed synergies estimates.
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.
Create a quick & dirty LBO model including the resulting pro forma income statement, cash flow/debt sweep, and basic credit/leverage statistics.
For you advanced folks: expand on the Sources & Uses, simulated Cash Flow Statement, debt sweep (including a term loan), and IRR analysis for financial sponsors.
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.
Thank you for contacting WST! We'll be in touch soon.
Sorry, we're having a temporary issue with this contact form. Please contact us another way.
Our Self-Study platform lets you learn at your own pace via instructor-led videos.
Jump start your financial analysis skills and start learning today!
All prices are in USD and denote six (6) months of access. Terms apply.
The goals of this course include: (i) understand the major steps and timelines of M&A; (ii) learn how to structure an M&A deal; (iii) explore common deal structures and determine optimal deal structures such as cash vs. stock consideration, stock vs. asset deals; and (iv) accretion / dilution and breakeven analysis. This course provides the fundamental knowledge required to understand, analyze and structure mergers & acquisitions. To hone the concepts learned in this module, be sure to follow-up with our hands-on, Excel-based Merger Modeling Basics course.
2 hours / 2.5 hours
This merger modeling course builds on top of our M&A Deal Structuring course in which you will build an accretion / dilution merger consequences model. This foundational merger modeling course will allow you to quickly understand the fundamental concepts of analyzing merger implications. To maximize your learning in this module, you need to absolutely understand the concepts in our M&A Deal Structuring course! This course serves as the backdrop to our Basic and Advanced Merger as well as our Super-advanced, Complex merger modeling course.
0.6 hour / 0.75 hour
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.
1.5 hours / 2.5 hours
Our Intermediate/Advanced Merger Modeling course significantly builds upon our Merger Modeling Basics course. We go beyond the simple concepts of accretion /dilution and build additional precision into estimating the correct, pro forma combined earnings. First, enhance the Sources & Uses of Funds to allow for additional clarity in deal structure. Then, dive right into the fine details of the complex FASB 141/142 and IFRS 3 purchase price allocation rules and fair market value tangible assets step-up intertwined with intangibles asset allocation. We tackle and quantify the resulting nuances in deferred tax liabilities and better quantify our synergies estimates. Participants should have mastered the merger concepts and financial modeling techniques covered in our M&A Deal Structuring and Merger Modeling Basics course.
2.5 hours / 4 hours
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.
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.
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.
2.5 hours / 4 hours
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!
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.
8.5 hours / 10 hours