Course overview
FDD Bootcamp
Combine the 360-degree view of the overall M&A process from M&A Bootcamp with a detailed understanding of the financial due diligence process and the necessary ‘how to’ tools to perform insightful financial analysis and due diligence from FDD Fundamentals to create a powerful FDD foundation for newer FDD professionals.
Price Per Seat: $4,500
Price Per Seat: $4,500
Decoding Private Equity
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M&A Professions / Audience
Financial Due Diligence
Universities
Experience Level
Emerging M&A Pros
Delivery
In Person:
4.5 Days
4.5 Days
Course Details
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
Intro to Private Equity
- Private Equity vs. Institutional Private Equity
- Private Equity vs. Public Equity Comparison
- Other Investor Types Similar to Private Equity
How Private Equity Works
- Private Equity’s Prominence & Reach
- How a Buyout Works
- How Institutional PE Works
- Investment Horizon / Hold Period
- How PE Firms are Structured: A Simplified Example
- PE Firms as Broader Multi-Strategy Asset Managers
- PE Firm Activities
- The Investment Box
- The PE Deal Funnel
- AUM vs. Fund Size vs. Dry Powder
- Common Fee Structure in PE
- Other People’s Money
- How PE Returns Are Measured
- The Three Ways PE Firms Make Money
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
Intro to NWC
- Net Working Capital Defined
- NWC and the Cash Conversion Cycle
- Ways Businesses Finance NWC Needs
- How NWC Needs Vary Across Industries & Businesses
- NWC Optimization
- Fluctuations in NWC as Sources & Uses of Cash
FDD Overview
- What is Financial Due Diligence (“FDD”)
- Main Components of an FDD Report (Quality of Earnings, Analysis of NWC, and Debt & Debt-like Items)
- FDD Process Overview & Timeline
- Comparison of General Perspectives on FDD From Corporate vs. Financial Buyer Clients
- Comparison of Accounting vs. Finance
- Comparison of Audited Financial Statements vs. FDD Reports
- Importance of Confidentiality in FDD Work
Getting Clear on Your (FDD) Job
- Role of an FDD Advisory Team to the Client
- Key Roles & Responsibilities of FDD Professional by Experience Level
- Deeper Dive into Roles & Responsibilities of FDD Associates / Sr. Associates
- FDD Process / Project Management—A Deeper Look
- FDD Engagement / Staffing Model
- Being an Independent, Unbiased Resource While Serving Your Client
- 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
- Impact of the Main Components on Price & Terms (Trace Back to LOI and SPA)
- FDD Report as Analyzing Critical Components of Unlevered FCF
- Core Data Sets: Trial Balances and Transaction Level Databases
- Common Starting Points: Reconciliations & Cash Proof
- Other Common Financial Analyses
FDD Process & Timeline
- FDD’s Role in the Deal Process
- Competitive Auction vs. Non-Competitive Process
- Phase I (Key Issues) Report vs. Phase II (Full Scope) Report
- Process & Planning Steps
- FDD Process & Timeline + Key Milestones
- Understanding Client Deadlines That Inform & Dictate Project Timelines (Bid Dates & IC Approvals)
Pre-Diligence
- Spinning Up an Engagement
- Review of Preliminary Info Packets & Foundational Questions©
- Understanding the Client’s Investment Thesis
- Creating the Scope of Work (“SOW”) and Scoping Best Practices
- Internal Team Kick-Off Meeting
- Creating Key Staring Documents: Working Group List (“WGL”), Creating the Information Request List (“IRL”), and Creating a Preliminary Questions List
- IRL Considerations and Best Practices
- Common High Priority Data Requests
- Preliminary Questions List Tips
Diligence
- Virtual Data Room (“VDR”) Review, Management, & Best Practices
- Analysis & Databook Creation
- Common Analyses (Quality of Earnings, Analysis of NWC, and Identification of Debt & Debt-like Items)
- Other Common Analyses (Customer Analysis, Revenue & Gross Margin by Segment, Price vs. Volume vs. Mix, Cash Conversion Cycle Analysis, Industry Specific Analyses, etc.)
- Data Prep & Data Cleaning Tips
- Lead Sheets
- Managing Overseas Teams
- Audit Workpaper Review
- Email Communication Best Practices
- Preparing for Management Visits
- Meeting Agendas & Question Lists
- Active Notetaking Tips in Management Meetings & Calls
- Best Practices & Tips in Asking Questions in Management Meetings & Calls
- Employing Active Listening in Management Meetings & Calls
Report Production & Delivery
- FDD Report Production Process & Best Practices
- Distilling the Data & Prioritizing Key Findings
- Pyramid Principle
- Adherence to Standard Operating Procedures (“SOPs”) to Minimize Rework
- Writing is an Iterative Process: Tips on Writing FDD Reports
- Slide Layout Considerations & Best Practices
- Editing Best Practices
- Panning Out and Attempting to Bulletproof Your Work
- Client Read Out Calls: Considerations & Best Practices
Post-Diligence Support
- Post Report Assistance
- Incorporating FDD Findings into Client Valuation Models
- Updating / Rolling Forward Analysis
- Calls with Third Parties (e.g., lenders, RWI providers)
- Review & Guidance on Purchase Agreement Documentation
- Preparation of Closing NWC Schedule, True-up Calculations, & Advising on Potential Disputes
Hands On FDD Analyses
- Individual & Group Work in Excel, Performing Common FDD Analyses / Databook Creation
- Starting Point Analysis: Processing, Mapping, and Trending Trial Balances
- Starting Point Analysis: Reconciling & Cleaning Data
- Starting Point Analysis: Cash Proof
- Reps on Core Analyses: Quality of Earnings / EBITDA Adjustments, NWC Analysis, and Identifying Debt & Debt-like Items
- Other Common Analyses (e.g., Customer Database / Concentration Analysis, Revenue & Profitability by Product/Service, Channel, or Customer; Price vs. Volume vs. Mix Analysis; Cash Conversion Cycle Analysis, among others)
Certificate
Certificate upon course completion.
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