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Course Details

The Acquisition Due Diligence Process

Webinar: ID# 1014573
Recorded CD
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About This Course:
Merger and acquisition transactions represent tremendous growth opportunities for businesses and a potentially lucrative opportunity for shareholders. However, as many studies have documented, more than half of M&As failed to achieve the strategic objective. Such transactions carry significant financial, legal, operational and commercial risks to the buyer.

A thorough and effective due diligence process completed as a prerequisite to the transaction can help buyers to mitigate these risks and plan for an integration that will allow the intended benefits to be achieved.

This webinar will provide a detailed introduction to the buy side due diligence process including executing the diligence and turning the diligence results into actionable steps, either deal valuation or execution related. It explains the key elements of the transaction life cycle and provides critical information on how to negotiate, plan, perform and conclude buy side due diligence.

The failure to carry out a proper due diligence can result in missing issues that significantly impact deal value to the buyer and/or cause post-transaction distress to the merged organization.

Agenda

Deal Life Cycle
  • Identifying Target Company to Fit Strategic Goals and Negotiating the Deal
  • Letter of Intent
  • Due Diligence
  • Deal Agreements and Closing
  • Merger Integration Planning
Negotiating the Due Diligence Process
  • Using the Letter of Intent to Establish Framework
  • Time Frame and Exclusivity
  • Access to Seller Personnel and Records
  • Access to Outside Parties (Customers, Contractors, Sales Agents, Service Providers)
  • Confidentiality and Hold Harmless Agreements
  • Establishing Expectations for Both Parties
Planning the Due Diligence
  • Kickoff Meeting
  • Establishing Process Time Lines
  • Document Requests and Information Flow
  • Identifying Due Diligence Functional Leaders and Seller Key Personnel
  • Administrative Requirements of Service Providers
Performing the Due Diligence
  • Financial and Tax; Legal
  • Operations; Human Resources
  • Information Technology
  • Synergy Validation; Other
Concluding the Due Diligence
  • Sharing the Results
  • Working Capital Hurdles and Price Adjustments
  • Transition Service Agreements
  • Final Purchase Agreements
  • Closing Considerations
About The Presenters

Adam Haberman, CPA, M.B.A.
  • Senior manager in Financial Advisory Services at Crowe Horwath, LLP (Chicago), focuses in transaction advisory services
  • Nearly 18 years of professional experience in accounting, assurance and advisory capacities
  • Managed and performed more than 100 due diligence projects for middle market merger and acquisition transactions in various industries including manufacturing, distribution, construction, professional services, retail and restaurant chains
  • Develops and teachers M&A training classes and seminars domestically and internationally; recognized as a distinguished instructor by Crowe Horwath, LLP
  • Member of the American Institute of Certified Public Accountants and the Illinois CPA Society
  • Related industry publications: When Drive-thru Won’t Do: Due Diligence for Quick Service Restaurant Operations and Protecting Deal Value – Working Capital Hurdles in M&A Transactions
  • M.B.A. degree, University of Chicago Booth School of Business
Marc Shaffer, CPA
  • Partner at Crowe Horwath, LLP with more than 30 years of experience providing transaction and financial advisory related services to clients in a wide variety of industries
  • Leads Crowe Horwath, LLP’s Financial Advisory Services Practice and, previous to that, led the Transaction Services and Valuation Services Practices
  • Currently serves as a member of the Management Committee of Crowe Horwath, LLP, and member and former chairman of Crowe Horwath, LLP International’s Corporate Finance Committee
  • Experience includes consulting on more than 200 transactions involving businesses with sales ranging from $10 million to $1 billion
  • Clients have included Daimler AG, Heidelberg Press, Graphic Packaging, MAHLE AG, Leggett & Platt, and the Penske organization
  • Also represented numerous private equity groups located throughout the country, including Sun Capital Partners, H.I.G. Capital, Transportation Resource Partners and Long Point Capital
  • Wrote the article "Managing a Successful Multiple-Country Due Diligence", published in The Mergers & Acquisitions Advisor
  • Wrote numerous articles for MidMarket Advantage, including “Getting Oriented in the China Market”
  • Has spoken on corporate finance topics at conferences sponsored by the M&A Advisor, The Wall Street Transcript, the National Association of Corporate Directors, CFO Rising, the Illinois CPA Society M&A Special Interest Group, and the Florida Institute of Certified Public Accountants
  • Has served clients by providing due diligence investigations, preparation of strategic plans and financial projections, transaction structure consultation, and preparation of confidential memorandums used to sell a business or obtain financing
  • Other services provided include restructuring of a financial department and financial reporting process for an international company, plant closure analyses, cost reporting system analyses, and conversions of foreign entity financial statements to U.S. GAAP
  • Has performed services for clients throughout the U.S. and internationally in 16 countries, and has been directly responsible for several multicountry projects including a 20 country acquisition investigation managed from Singapore
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