FDD Bootcamp
Early Bird Price: $4,725
Full Price: $5,400
Early Bird savings available 30+ days prior to start of course.
Each Bootcamp runs from 8:30am to 5:30pm Monday through Thursday. Friday the course runs from 8:30am to 12:30pm. All times local.
Select button below to register.
M&A Professions / Audience
Experience Level
Delivery
4.5 Days (37.5 CPE)
CPE Credits
- Last Updated November 2024
- CPE Credit 37.5
- Fields of Study Finance (31.5 CPE) / Management Services (3.5 CPE) / Personal Development (2 CPE) / Communications & Marketing (0.5 CPE)
- Instructional Delivery Method Group Live
- Knowledge Level Basic
- Prerequisites None
- Advanced Preparation None
- Refund & Cancellation Policy For more information regarding refunds, concerns, and program cancellation policies, please contact the Private Equity Primer Support Team via email at help@pe-primer.com.
- Complaint Resolution For any complaints or issues with course materials or delivery, please email the Private Equity Primer Support Team at help@pe-primer.com.
- NASBA Sponsor Statement Private Equity Primer is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.nasbaregistry.org
Course Details
M&A Bootcamp
Essential Business Skills
- Habits That Create Value & Their Applicability to Careers in M&A
- Personal Execution Process: Imagining & Managing the Day©
- Fundamentals: Active Reading, Listening, & Note-taking
- Fundamentals: Synthesize & Reflect
- Fundamentals: The Art of Asking Good Questions
- Fundamentals: Framing, Language, & Communication
The M&A Process
- Cast of Characters: Buyers & Sellers, and Their Many Advisers
- Financial vs. Strategic Investors Different Types of Investors & Form of Investment
- Where Investors Sit Along the Risk / Reward Continuum
- Primary vs. Secondary Capital
- Pre-Money vs. Post-Money Valuations
- Business Lifecycle & The Investment Continuum
- Major Milestones in the Transaction Process
- Common Diligence Workflows & Third-Party Advisers
- M&A Process Considerations & Impact
- Diligence Advisory Firms & Process Type
Foundational Questions©
- Introduction to Foundational Questions©
- Foundational Questions© as the Question Behind the Question
- Project / Client Foundational Questions©
- Company / Target Foundational Questions©
- Foundational Questions© Exercise
Learning to Think Like an Investor
- How Businesses are Valued
- Relative and Absolute Value
- Free Cash Flow (“FCF”)
- Three Sought-After Attributes of FCF
- Desirable Business Traits & Their Impact on FCF
- The Importance of Perspective
- Risk & Opportunity
- Billionaires Brawl
Strategic Investor Overview
- Varied Acquisition Strategies (Serial vs. Episodic Acquirers)
- Transformative Acquisitions vs. Tuck-in Strategies
- M&A Diversification Strategies
- Vertical vs. Horizontal Integration Strategies
- Strategic Acquisition Rationale
- Different Types of Synergies (Hard vs. Soft Synergies)
- Other Select Considerations
Private Equity Overview
- Private Equity vs. Institutional Private Equity
- Private Equity by the Numbers: PE’s Prominence & Reach
- How a Buyout Works
- How Institutional Private Equity Works
- Investment Horizon / Hold Period
- Private Equity as Patient Capital
- How PE Firms are Structured: A Simplified Example
- Private Equity Firm Activities
- The Investment Box / Investment Criteria
- Understanding the Private Equity Deal Funnel
- Fees Charged by PE Firms to Portfolio Companies
- How Private Equity Returns Are Measured
- Three (Legal) Ways Private Equity Funds Make Money
- Understanding Add-ons & Roll-up Strategies – Examples
Due Diligence Defined
- Due Diligence Defined
- Intuition Building: Due Diligence Applied to Other Asset Purchases
Select Diligence Frameworks
- Foundational Questions© Revisited
- Prioritization & Decision Gates
- Building Intuition & Establishing Bookends Using Fermi Math
- Finding Insights in Contradictions
- SOPs Create Consistency & Efficiency
- Using Checklists to Reduce Error Rates
The Cost of Diligence Misses
- Select Examples of Diligence Gone Wrong
Case Study: Prioritizing Diligence to Enhance Decision Making*
- PowderCo/BeverageCo Case Study: Team Exercise & Class Discussion
- Prioritizing & Identifying Key Business & Diligence Issues
- Understanding Revolving Line of Credit / Borrowing Base Mechanics
- Diligence Scoping Best Practices
Case Study: Applying Pattern Recognition*
- Identifying Business Characteristics & Their Impact on Value
- Team Exercise and Class Discussion / Presentation
FDD Analytics
Customer Analysis
- Project Magnolia – Case Introduction
- Best Practices: Creating the Databook (Converting TB into Flat File, Checks, etc.)
- Excel Case Study: Project Magnolia (Customer Analysis)
Quality of Earnings
- Quality of Earnings Comparison of Similar Businesses
- Normalizing Adjustments Review
- Excel Case Study: Project Windmill (Unit Economic Model & PF Earnings Adjustment)
- Participant Earnings Base Negotiation Exercise
- Excel Case Study: Project Magnolia (Quality of Earnings Exercise)
Cash, Debt, & Debt-Like Items
- Review of Debt and Debt-Like Items Schedule
- Excel Case Study: Project Toledo (Debt & Debt-Like Items)
NWC Mechanisms in M&A Transactions
- How NWC Impacts Purchase Price
- NWC as a Purchase Price Adjustment Mechanism
- NWC in Seasonal Businesses
- NWC as the Gas Fueling the Engine / Business
- Three Times When NWC is Commonly Calculated
- NWC Target as Necessary Condition to Evaluate Competitive Offers
- Excel Case Study: Project Empire Records (NWC Adjustments)
- How NWC Targets are Usually Set
- Select Best Practice Tips in Setting a NWC Target: Buy Side vs. Sell Side Considerations
- NWC Improvements as a Value Creation Tool
Determining Adjustments to the NWC Target
- How NWC Targets are Usually Set
- Example Adjusted NWC Schedule from FDD Report
- Determining Adjustments to NWC: Checklist
- Importance of Monthly Consistence in Setting NWC Targets: Example Checks in Transit
- Possible Adjustments: Cash-Free, Debt-Free Concept
- Possible Adjustments: Cash
- Possible Adjustments: Debt (Definitional vs. Debt-Like)
- Possible Adjustments: Gray Area Example–Deferred Revenue
- Possible Adjustments: Income Tax Assets & Liabilities
- Possible Adjustments: Sub-Account Details & Management Fees
- Possible Adjustments: One-Time, Non-Recurring Items
- Possible Adjustments: Accounting Considerations
- Year-end Audit Adjustment Normalization Issues
- Possible Adjustments: Excluded Assets & Liabilities
- Seasonality Impact on NWC
- Negative Net Working Capital Businesses
- Revenue Growth & Decline Impact on NWC
- Excel Case Study: Project Husker (NWC Include/Exclude Activity)
- Adjusted vs. Unadjusted NWC
- Project Based Businesses & NWC: Percentage of Completion Accounting
- Guiding Question to Ask in Determining NWC Adjustments
- NWC Negotiating Tricks & Other Practical Considerations
- Excel Case Study: Project Magnolia (NWC Analysis)
Free Cash Flow
- Analysis of Where the Unlevered FCF Components are Found
- Unlevered vs. Levered FCF
- EBITDA as a Proxy for FCF – Pros & Cons / Accuracy
- Excel Case Study: Project Teddy Bear (Analysis of Capital Expenditures)
FDD Process
FDD Overview
- What is FDD (and What it Informs)
- Main Components of an FDD Report (Quality of Earnings, Analysis of NWC, & Debt & Debt-Like Items)
- FDD Process Overview & Timeline
- Accounting vs. Finance and Audit vs. FDD
- Differences Between Audited Financial Statements & FDD Reports
- Importance of Confidentiality & Non-Disclosure in FDD Work
Get Clear on Your FDD Job
- What is FDD? Getting Clear on Your Job
- What FDD Professionals Do at the Team / Profession Level
- FDD Engagement Team Responsibilities by Function
- What FDD Professionals Do at the Associate/Sr. Associate Level
- FDD Process / Project Management–A Deeper Look
- FDD Engagement Staffing Model
- Being an Independent, Unbiased Resource While Serving Your Client
- Healthy Professional Skepticism
- Roles & Responsibilities the FDD Job Does NOT Include
Buy Side vs. Sell Side FDD Considerations
- Buy Side vs. Sell Side vs. Carve Outs Engagement Comparisons
- Transaction Perimeter
- Databooks vs. Reports vs. Both
- Full Diligence vs. More ‘Phase I’ Type Engagements
- Branded vs. Unbranded Deliverables in Engagements
Main Components of an FDD Report
- Quality of Earnings (EBITDA Adjustments)
- Analysis of Net Working Capital (“NWC”)
- Identification of Debt & Debt-Like Items (“DDL”)
- Impact of the Main Components on Price & Terms (Trace Back to LOI and SPA)
- Example LOI Excerpts
- FDD Informs Client Perspectives on Free Cash Flow (“FCF”)
- The Primary Goal of FDD
- Core Data Sets: Trial Balances and Transaction Level Databases
- Common Starting Points: Reconciliations & Cash Proof
- Other Common Financial Analyses
- Excel Case Study: Project Lucky Day (Reconciliations)
Private M&A Transaction Considerations
- Why Private M&A Transactions are Normally Cash-Free, Debt-Free
- Public Company vs. Private Company Differences
- Why EBITDA is the Go-To Metric in Private M&A Transactions
- Impact of Financing Decisions
- Enterprise vs. Equity Value
What is EBITDA?
- What is EBITDA?
- EBITDA and Foundational Questions
- Why EBITDA is Go-To Metric in Private M&A Transactions
- Earnings Generating Capacity (“EGC”)
- Normalizing Adjustments – Common Categories / Types of Adjustments
- Normalizing Adjustments – Example QofE Table Conventional Layout
- Excel Case Study: Project Lucky Day (Identifying EBITDA Adjustments)
- FDD Philosophical Approaches to EBITDA Adjustments
- EBITDA as a Proxy for Free Cash Flow
Cash, Debt, & Debt-Like Items
- Cash-Free, Debt-Free Convention
- Definition of Indebtedness from a Purchase Agreement
- Example Debt & Debt-Like Items Schedule
Introduction to Net Working Capital ("NWC")
- What is Net Working Capital?
- Net Working Capital Example – Beverage Company (PopFizz)
- NWC Cycle / Cash Conversion Cycle
- How Businesses Finance NWC Needs
- NWC Differences by Industry and Company
- NWC Optimization
- Changes in NWC – Sources & Uses of Cash
FDD Process & Timeline
- FDD’s Role in the Deal Process
- Competitive Auction Process vs. One-Off Negotiation
- Phase I (Key Issues) Report vs. Phase II (Full Scope) Report
- Purchase Agreement Assistance
- Process Overview and Timeline
- Typical Milestones & Timing on an FDD Engagement
- Client Internal Processes & Its Impact on FDD Project Timing
Pre-Diligence Activities
- Process Overview and Timeline
- Spinning Up the Engagement
- Receiving Preliminary Information & Completing Foundational Questions
- Understanding the Client’s Investment Thesis
- Creating the Statement of Work (“SOW”) & SOW Best Practices
- Budgeting & Hour Tracking
- Cross-Sell & Up-Sell Opportunities
- Internal Kick-Off Team Meeting
- Working Group List (“WGL”)
- Information Request List (“IRL”)
- IRL Activity, Considerations, & Best Practices
- Common High Priority Data Requests
- Initial Questions List Tips
- Data Flow & Client Communication
Diligence Activities
- Process Overview and Timline
- Virtual Data Room (“VDR”) Access, Processing, & Best Practices
- Analysis & Databook Creation
- Common FDD Analyses (QofE / EBITDA Adjustments, NWC Analysis, DDL)
- Data Prep & Data Cleaning Tips
- Lead Sheets
- Excel Case Study: Project Lucky Day (Data Scrubbing & Customer Analysis)
- Audit Workpaper Review
- Managing Overseas Resources
- Preparing for Management Visits
- Meeting Agendas & Question Lists
- Management Visits: On-Site vs. Videoconference
- Management Meetings
- Active Notetaking in Management Meetings & Calls
- Meeting Strategies: Team Roles & Responsibilities
- Management Visits Wrap-up & Follow-Up
- Employing Active Listening in Management Meetings & Calls
- Post Management Visits Activities
- Excel Case Study: Project Lucky Day (Recast Financial Statements)
- Important Figures & Metrics to Know & be Able to Recall
Report Production & Delivery
- Process Overview and Timeline
- FDD Report Production & Best Practices
- Distilling the Data & Prioritizing Key Findings
- Report Writing Using an Outline & Identifying Key Themes
- Report Organization: Slide Layout Considerations & Best Practices
- Applying the Pyramid Principle–Do Not Bury the Lead
- Movie Trailer: Getting Across the “So What”
- Writing is an Iterative Process: Tips on Writing FDD Reports
- Keep it Clear & Concise
- Anatomy of an Adjustment Write-up
- Adhering to SOPs to Avoid Unnecessary Rework
- Editing Tips & Best Practices
- Panning Out and Attempting to Bulletproof Your Work
- Interim Updates vs. Final Read-out Calls
- Client Read-Out Calls–Considerations & Best Practices
- Tips on Handling Tough Questions
- Becoming a Trusted Advisor, Not Just a Vendor
Post Diligence Support
- Process Overview and Timeline
- Post Report Assistance
- Incorporating FDD Findings into Client Valuation Models
- Updating the Report / Rolling Forward Data & Analysis
- Completing Calls with Third Parties (e.g., lenders, RWI providers)
- Purchase Agreement Guidance & Post-Close NWC Assistance
- Preparation of Closing NWC Schedule, True-up Calculations, & Advising on Potential Disputes
- Potential Follow-up Work / Cross-Sell Related Services
- After Action Review