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All courses are certified by NASBA and worth four (4) credit hours, except where noted.
 

Looking for more opportunities for commissions? Perhaps adding buy-side advisory could provide a new source for fees. The course goal is to provide a comprehensive overview of a buy-side model that has proven to be successful. The presentation will discuss how to effectively develop the practice, the key components of the model that are critical to getting retained, and how to execute a managed search process for a successful closing.

The presenter will provide insights for intermediaries on how to find and qualify buyer clients, determine their objectives, and propose solutions. The discussion will examine the role of The Engagement Proposal, a critical tool for winning the buy-side engagement. Special attention will also be focused on various approaches or identifying the "hidden" sellers on behalf of buyers. In addition, the course provides tips for using web-driven marketing tools that can be used for seeking buyer clients and for significantly enhancing the search effort for acquisition opportunities.

This course is recommended for those who have taken several 300 level courses and have at least two years of intermediary experience.

Gain insight into capital structure and the impact on financial objectives and risk for privately held middle-market businesses. This course deals with the various financing options for the invested capital components as employed by private equity investors, strategic buyers and M&A professionals.  All types of senior and junior capital will be discussed. Insight into constructing debt and equity components for acquisition and refinancing and their effect on return on investment and risk will be covered.  Participants should be familiar with basic financial statements.   

A business valuation can be a highly effective tool in developing and closing transactions. This course outlines ways to make optimal use of a professional business valuation in middle market transactions. Business appraisal principles and processes, including the approaches and methods applied in valuations, will be addressed to identify multiple opportunities to improve client communications. Examination of the integral parts of a valuation will show how the information flows through into client education, value engineering, due diligence preparation, tax planning, and negotiations.  There are no required prerequisites; however a fundamental knowledge of financial statements and the business ownership transfer process is essential to accrue the maximum benefit from the course.

This course investigates, and explains, how different analysts address the primary components in the income approach: The principal methods found within the     Income Approach are used by both appraiser and deal makers in the valuation of going concerns.  Participants will have the opportunity to work thru income method examples.

Reward and Risk. Tools and techniques used to develop and assess the “Reward” and the future benefits of ownership will be analyzed to provide insight into the operating importance of the Reward element used in the income methods.  Similarly, the competing theories and mechanics used to develop the “Risk” measurement tool, the discount rate, will be explored and debated to enhance the participants understanding of the importance of “pulling back the curtain” in this area, to more effectively complete middle market transactions.           

Prerequisites: Course #324 and/or strong working knowledge of financial statements, business valuation, and the business ownership transfer process is essential to get the maximum benefit from the course.

Distribution businesses comprise a significant segment of the service sector in the U.S., which in total accounts for more than 70% of GDP. Distribution businesses account for a growing number of M&A transactions each year. This relevant course is designed to acquaint attendees with basic principles and tools necessary to understand important value drivers, risk factors and other attributes of distribution businesses - regardless of the complexity of the business. M&A professionals should develop a greater level of confidence in representing distribution companies through the M&A process. It is recommended that participants have several years of intermediary experience; CBI or equivalent professional background; and completed Course #301, #307 or #380.

Baby Boomers were born in the years 1946 through 1964. In July 2014 there were approximately 77.5 million Baby Boomers = approximately 25% of the US population. As of January 2015 there were over 8 million people enrolled in the Affordable Care Act (ACA), many of whom did not have any medical coverage or lesser medical coverage pre-ACA. The move is on from Fee for Services to Pay for Performance. There are more than 580,000 businesses currently in the healthcare industry. The size, complexity, economics, and payment methods in the Healthcare Industry are changing. This course is designed to acquaint participants with the knowledge and basic tools necessary to understand the healthcare landscape and how best for the M&A intermediary to market their services. Participants should be able to gain an insight into different industry segments and determine where opportunities exist.

This course is designed to introduce you to the knowledge, tools and skills required to obtain a lower middle-market manufacturing engagement. After this course, you will be able to ask pertinent questions of a potential seller and know what research you should do beforehand. This course will enlighten those who haven’t sold a manufacturing business before, and for those with manufacturing transaction experience, will further refine their understanding of the nuances of a successful engagement. Course prerequisites include either IBBA 301: Introduction to M&A or IBBA 380: Navigating the M&A Process. It is recommended that you have are a CBI, have at least three years of experience, and have taken IBBA 307: Financing the M&A Acquisition.

This course is designed to introduce you to the knowledge, tools and skills required to obtain a lower middle-market manufacturing engagement. After this course, you will be able to ask pertinent questions of a potential seller and know what research you should do beforehand. This course will enlighten those who haven't sold a manufacturing business before, and for those with manufacturing transaction experience, will further refine their understanding of the nuances of a successful engagement. The course is recommended for those who have had several 300 level courses and at least two years or more of intermediary experience.

The objective of this advanced course is to provide attendees practical solutions to frequent roadblocks that occur in the M&A process. These types of situations can slow down the momentum of the negotiations and can also reduce the probability of closing the transaction. The course will provide a comprehensive overview of common obstacles that intermediaries experience in their dealings with clients. The presentation is designed to be fast moving and allows for considerable interaction between attendees and the course presenter. The course content is intended not only to anticipate transaction roadblocks, but also to suggest reasonable option(s) to solve differences between the parties. The presentation will focus on the following issues that often arise in the M&A process: resistance to the retainer, dealing with exclusions, managing client valuation expectations, closing the buyer/seller pricing gap, structuring earn out and  seller financing components, dealing with difficult attorneys/accountants, due diligence problems, LOI issues, and other areas of interest that will be most informative to the attendee. In today’s M&A market place it is necessary for the intermediary to be resourceful and creative in order to be successful. It is the course’s intent to provide practical solutions to transaction problems that will encourage consensus between the parties which will place the process back on track to the closing table.

It is recommended that participants in this course have several years of intermediary or equivalent experience, hold the CBI or M&AMI designation or have equivalent background, and have taken course #301 - Introduction to Mergers & Acquisitions. Other recommended courses include #307 - Financing the M&A Acquisition and #380 - Navigating the M&A Process.

NASBA Field of Study: Business Management & Organization
NASBA Program Delivery Method: Group - Live

Selling a potential client on paying a retainer and using the services of your firm over someone else’s is an art form. This course will allow its participants to learn about multiple tools for use in getting retained engagements. You will be introduced to structured approaches and learn to use more creativity in getting retained engagements. At the end of this four hour session, you should be able to demonstrate to your clients the added value you bring to the table and get them excited about having selected you to represent them in the sale of their company. This class is interactive.

The service sector in the U.S. accounts for more than 70% of GDP. Each year service businesses represent more than half of all M&A transactions. This relevant course is designed to acquaint attendees with basic principles and tools necessary to understand important value drivers, risk factors and other attributes of service businesses - regardless of the complexity of the business. M&A professionals should develop a greater level of confidence in representing service companies through the M&A process. It is recommended that participants have several years of intermediary experience; CBI or equivalent professional background; and completed Course #301, #307 or #380.

In this course participants will learn and practice proven skills for winning new clients, managing clients' expectations and controlling the sales or auction process through closing.  While Lower Middle Market deals may not require Wall Street sophistication, they do require confident leadership, client empathy and nurturing, bold process management and technical expertise that can solve problems.

Participants will learn how to mold these skills into their own personalities, and to develop a personal plan with objectives, goals and specific action steps that will most assuredly lead to new clients and profitable closings.

Not all distressed companies are salable and when they are, the path to a successful transaction is often dramatically different than an M&A transaction involving a healthy company. This course will use a case study of a recent transaction involving a distressed company with the following issues: a non-performing loan in forbearance, multiple shareholders with personal guarantees on the line, a lender facing a huge loan write down, and an asset that had value in the eyes of a number of strategic buyers. In this course we will discuss: working with the troubled asset departments of banks, learning the key considerations in evaluating a distressed opportunity, positioning the engagement, protecting your work product and fees, running a competitive process for a “sick company” or “short sale” situation, understanding what is likely to happen if or when the bankruptcy attorneys get involved, and identifying the pros and cons of Section 363 Bankruptcy. Not every distressed company is an opportunity worthy of an intermediary’s time and effort; some, however, have the potential to be a gold mine with the right approach. Come and explore this area of our business that is more and more becoming a common topic of today’s and tomorrow’s economy.

Participants will learn negotiation strategy and tactics that can be used with your clients, colleagues, associates and even spouses, children or significant others in your life. The course will cover: How to understand the person with whom you are negotiating and what influences his or her decision making; and, how you can use their intellect and personality to get more of what YOU want.  Topics covered will include: The importance of putting people over process; when and how to use your opponent's philosophy and policies to your advantage; creating and delivering trust, value and chemistry in every meeting; understanding negotiation styles, and how to deal with each; and dealing with very difficult and/or emotional people. Myths will be dispelled around traditional negotiation approaches such as "Win-Win", "BATNA", "Getting to Yes", and other well-cataloged techniques that focus on process and methodology. The course promises to improve your negotiation skills whether you are a novice or an expert by providing a new approach to negotiating tactics and an opportunity to practice your new skills in a hands-on environment.  

No prerequisites. 

This course is designed to provide informative insights for intermediaries when they encounter the following transaction related situations:

Situation #1. Your client is breaking even or perhaps losing money. The buyer has no interest in the hard assets of the business and is only interested in acquiring the customer list. This type of scenario is typical in add on/fold in circumstances.

Situation #2. Your client is interested in combining its operation with a friendly competitor. As negotiations progress, it becomes evident that the parties disagree on the respective ownership positions after the transaction is completed.

Intermediaries are experiencing these types of situations more and more frequently in the market place. The objective of the course is to provide attendees with practical solutions and strategies in dealing with the two issues described. Special attention will be focused on how to determine the intrinsic value of a customer list and on approaches on how to calculate ownership positions as a result of two companies combining operations.

Course #388 - Marketing in Today’s World (It’s changed!)

Marketing your practice has never been more essential than it is today.  This course will help you learn how marketing has changed in the last three years.  We’ll show you what is working and what is not working to recruit new and better clients. See actual marketing attempts and what the results were. We’ll discuss how blogging, YouTube, and LinkedIn help your marketing, as well as how you need to prepare social media to be the most effective.

This valuable “how to” course will provide best practices on:

  • how to target market,
  • why buyer searches work and don’t work,
  • how to educate the customer, and
  • ways to brand your company and services, and presenting your practice as the professional to hire

You have secured the engagement and the next step is implementing the M&A process. In this course, you will examine the most important fundamentals of the core M&A process. This examination should improve your odds for successfully completing buy-side and sell-side engagements. This course focuses on identifying the issues and tools required for optimizing your client’s negotiating position and thus optimizing the outcome.

It is highly recommended that participants have taken #301, #380 or have a good understanding of the differences between the M&A and Main Street deal-making processes. It is further suggested that you take #369, which covers educating the client to secure the engagement.

This course deals with the narrowly focused topic of retainer fees for buy-side and sell-side M&A engagements. Are retainers always a good idea and are they really necessary? Have you experienced any difficulty in securing a retainer as part of your engagement? This course provides perspective and analysis of the important topic of retainers for both sell-side and buy-side engagements, including an in-depth discussion about a defendable strategy for getting paid retainers.

Gain insights as to how a PEG structures a recap transaction as we discuss the benefits and risks from both the PEG’s and the company owner’s perspective.  A case study review of a typical recap will give participants a better understanding of the capital structure and financial objectives associated with this type of transaction. Additionally, we will review ideas to successfully pitch the recap concept to a potential client.

In this course, you will learn how to use the pro forma to build buyer trust, identify realistic financing options, and increase your percentage of deal closings. We will use an actual case study to explore the components of building a dynamic pro forma model, including the Income Statement, Balance Sheet, and Cash Flow Statement. We will discuss techniques to use during the “assumptions discussion” with your client, how to get good information, and how to test and successfully challenge the sometimes unrealistic information that clients propose. We will demonstrate how a solid pro forma can be used – with lenders to improve financing outcomes, with buyers to present your client in their best light and drive value, and with your client to explore options and choices in the sell side process.

One of the most common complaints heard in the M&A Intermediary Community is that worthy deals break down due to “over-lawyering” and long, long, long purchase agreements with language no one seems to understand. We are pleased to announce a very special opportunity to collaborate in the development of a “Best Practices” Purchase Agreement benchmarking “What’s Market” for middle market transactions. This is a highly-interactive analysis of the key provisions in the proposed Purchase Agreement. The conversation will focus on the reasons for including some provisions and not others in a middle market transaction, identifying highly-negotiated terms, and a critical examination of alternative language. This course will be most appropriate for middle market professionals with both deep experience and a commitment to respectful collaboration.

For those desiring a thorough understanding of the role buy-side advisors perform in the transaction process, this course is for you.  Whether representing private equity firms as a “finder” or advocating as an outsourced M&A department for acquisitive corporations, attendees will learn what services buy-side practices actually deliver for the money.  The course is focused on deal making from a buyer’s perspective, which includes sourcing, financial analysis, deal structuring, negotiating, and other ala carte services Interactive setting used as we explore the attributes institutional and corporate acquirers demand from buy-side firms.  Attendees will receive samples of client deliverables, such as, weekly reports, marketing materials (i.e., investment theses), target summaries, and more.  The class will discuss best practices for initial target contact; guiding owners that were previously not for sale to the point where they can become reliable transaction counterparts for acquisitive clients; and techniques for the intermediary to retain control of the process.  The course also offers insights into converting targets passed over by clients into sell-side or other service opportunities.

No prerequisites.

If the income statement sets the expectations of price, the balance sheet sets the terms of the deal. Understand the impact that the balance sheet has on the probability of a deal closing, the financing options, or lack thereof, transaction structure, the closing balance sheet and ultimately the after-tax proceeds to the seller. Take away an understanding of the balance sheet and how to navigate the deal points that that will lead to more successful closings. No prerequisites. This course is offered online. Click here to register now.

Just about every Seller views their transaction or "Deal" as having three options. Option #1 is "take the money and run". Option #2 is "do nothing, keep the company and hope to grow". Option #3 is "take on a growth partner today and wait for a second payday down the road". Understanding and communicating how a "Deal" relates to each option is KEY to managing the Seller's expectations and controlling the negotiation. This course will provide the necessary insight and tools for the intermediary to effectively address the above Seller options. This presentation will use 3 case studies that will provide in-depth analysis for each of the three seller options. The attendees will take away a working understanding of operating cash flow, free cash flow, and how sales growth affects working capital. In addition the course will explain how to model these variables and how they relate directly to the Seller's unending question. This course is a sequel to Course 421: Balance Sheet - A Uniquely Powerful Closing Tool. As a prerequisite for the course, it is suggested that the participant has taken Course 421 and either 307 or 380, and has at least five years business broker/intermediary experience.

EBITDA has often been used as a proxy for cash flow, but in today’s challenging business climate buyers no longer put much faith in "proxies" or approximations of earnings. Due diligence is much more rigorous and terms are much more open to creative negotiations. Having a well thought out economic vision for the business, i.e. Pro Forma, along with a clear understanding of believable future cash flows, is critical in attracting and negotiating good offers for your client. This course will make use case studies to provide insights and examples in working with your clients to create solid pro formas and cash flow statements, and how to use this valuable information to better market and negotiate your deal.

Working capital is an important element associated with every business. Without adequate working capital, new acquisitions, start-ups and existing businesses alike become financially challenged and often close. Working capital is a business value driver especially as the size of a business increases. This course provides an in-depth overview of working capital and the related information applicable to determining required working capital. Participants will learn about various factors which impact working capital, methods used to analyze working capital, metrics used to calculate working capital and how working capital impacts a business transaction. As a result of attending this course, participants will benefit from receiving the necessary information and skill enhancement to better manage this challenging variable which impacts every business transaction. No prerequisite courses are required to attend this course but a fundamental knowledge of financial statements is beneficial.

Working capital is the life blood of a business. A business may have assets ready to be deployed, capable people ready to deliver, and customers ready to be served but even a business with the greatest of potential will fail if funds do not exist to support its endeavors. The level of working capital transferred in a transaction can become one of the most contentious issues between a buyer and a seller. Since it pertains to immediate cash needs and resources of the business, working capital has tremendous implications for the value of the business. This course expands on the knowledge foundation provided in MAS Course # 426.Through the use of case studies participants benefit from hands on approach with the process of reviewing, analyzing and identifying the amount of working capital required for a business. As a result of attending this course, participants will gain confidence and skills from a direct application of the processes associated with determining required working capital. 

Course #435 - M&A Case Studies Master Class

In this course, the rubber meets the road! All the knowledge and skills learned in previous M&A Source courses, along with your M&A experience, comes together when analyzing three real mid-market case studies. In the first case study, you will demonstrate analytic and deal-positioning strategies to secure an engagement from a reluctant seller. The second case study will focus on successfully pitching an LOI received from a decent buyer to your seller client and getting his/her agreement. In the third case study, you will be representing the buyer on a buy-side deal and need to convince a seller that this is a good deal. To expedite this fast-paced class, review and become familiar with the case study scenarios and the baseline financial picture before the class. As a prerequisite to taking this course, you should have a good understanding of high-level financial concepts through experience and/or multiple M&A Source courses, and be comfortable working with the cash flow, balance sheet, and income statements. To facilitate the exercises and maximize your learning, registration will be limited to 30 attendees.

 

This course provides practical insights on Private Equity Groups (PEGs) in the M&A mid-market deal-making arena-- offering an overview of how PEGs work, including the administration of a typical PEG operation and the principal phases of a PEG fund's life span. Additional topics include: investor fund raising; pricing acquisition targets; various capital components utilized in acquisitions; managing and creating value in the acquired target; and when timely, selling the target. In addition, the attendee will have gained practical knowledge on effectively negotiating with PEGs and ways to develop productive relationships with PEGs.

This course will begin with a brief introduction to private equity, including a retrospective of the last 15 years of investing in the middle market.  We will move on to an inside look at the life cycle of a private equity transaction from origination and initial qualification through exclusivity and the due diligence process.  We will conclude with the closing process and the development and execution of the “180-day plan” to address key post-closing items.  Break-out activities will focus on the initial screening of a “live deal”, as well as the review and analysis of a sample Letter of Intent. You will leave this course with a clearer understanding of how private equity firms evaluate, analyze, and close transactions. No prerequisites.

This course will provide business intermediaries with an overview of basic income tax concepts surrounding taxable business sales. Topics include buyers' and sellers' tax objectives, the four tax saving strategies, how C Corps, S Corps and LLCs are taxed, federal income tax rates, depreciation and amortization write-off periods, asset sales and stock sales, allocation of purchase price, installment sales, earnouts, and the Section 338(h)(10) election.

The Participant Guide will also include a glossary of tax terms, certain IRS tax forms, detail exhibits, and tax articles.

Attendees should have two or more years of intermediary experience, plus a general working knowledge surrounding taxable business sales.

Review the current market opportunities available in sourcing “merger” and “fold-in” type of engagements. For purposes of this course, the definition of a “merger” will only apply to the business issues involved in combining two companies. The “fold-in” type transactions to be discussed will cover the practical deal points involved when a company makes an acquisition and relocates that operation into its own facility. Discuss how to seek out these type of engagements, right-fit assessment of the parties, advisor’s role in managing the process, approaches to determining deal value, transaction structuring options and how to get paid at closing. Review successful case study examples. It is required that participants are a CBI or have equivalent background of at least two-three years of M&A intermediary experience and have taken several 300-level courses.

 

M&A advisors can improve their deal making skills and earnings potential by developing an industry specialization. This course offers a practical approach to selecting industries and building a personal business plan to become an industry M&A expert. You will learn the benefits and risks of long-term commitments to specific industries, along with suggestions to insulate your career against industry downturns. The principles and concepts will be illustrated through a case study in the service sector, although the principles are transferable to any industry.

This is an advanced course. Participants should be experienced dealmakers, familiar with valuation concepts and hold a CBI, M&AMI or other equivalent designations.

This course is intended for the M&A professional who may or may not utilize the auction process for their sell-side engagements. After taking this course the attendee should be able to discuss the auction process with prospective clients to help secure more engagements, identify projects where the auction process is most appropriate, which type of auction process will produce better results and provide a blueprint for running a successful auction process to the benefit of your client. For those who currently utilize the auction process, this course will enhance your existing M&A Auction “Tool Box” with practical advice.

 

This course is intended for the M&A professionals selling companies with an enterprise value from as little as $2 million to $20 million or greater who may or may not presently utilize an auction process for their sell-side engagements. After taking this course the attendees will be able to discuss the structured auction/bid process with prospective clients to help identify opportunities and subsequently secure more engagements where a structured transaction process is most appropriate.  A well-orchestrated auction process will produce better results while providing the blueprint needed for the ultimate benefit of maximizing value for your client.  For those who currently utilize the auction process, this course will enhance your existing M&A Auction “Tool Box” with proven and practical advice.