ACG University Curriculum

Goals/Case: Pre-selected teams will develop an acquisition and financing strategy based on their choice of one platform amongst several potential target case studies available across a variety of industries.

The deliverable will be a one page summary with recommendations presented to the ACGU investment committee. Teams will present their rationale around selecting the platform, the industry and strategy; specifically relating to how they would expect to grow the platform (either organically or through acquisition) and initial thoughts around how they would expect to finance the business; similar to that of presenting before investment committee. Examples of acquisition strategies will include acquiring for market share, higher margin products, geography, technology, etc. Other topics covered in this session include:

§ Understand & validate business objectives – how do acquirers (corporate and PE) target specific industries for new platform.

§ Develop Acquisition Profile & Identify Potential Targets

§ Understand Methods to Contact the Target & Determine Interest

§ Convey Reason to Consider Transaction

§ Make Connections with & Relating to the Seller

Class 2: Valuation
February 4, 2011

Goals/Case: This course will provide an overview of commonly used valuation methodologies including discounted cash flow analysis, comparable public company analysis, precedent transaction analysis and leveraged buyout analysis. The course content will be provided from the perspective of a corporate acquirer, a private equity buyer and an investment banker.

§ Review of various valuation methodologies and other factors that impact the ultimate valuation of a target company including: DCF analysis, comparative transaction analysis, comparative public company analysis, leveraged buyout analysis.

§ A discussion on how capital market conditions, company growth rates, industry dynamics, buyer synergy assumptions, etc. impact valuation.

§ The class will be subdivided into teams that will be designated as either a Corporate or a Private Equity buyer and asked to value a target utilizing a given set of facts and several of the valuation methodologies discussed. Teams will present their valuation conclusions and supporting rationale.

Class 3: Due Diligence
February 25, 2011

Goals/Case: This course will provide insight into the due diligence process, cover multiple functional areas, common deal issues, and their potential impacts on transaction value, negotiations, and the purchase agreement. The case will focus on financial due diligence, and include a mock meeting between the buyer and seller/management. The deliverable will include a presentation of findings and recommendations to the investment committee / board of directors with key red flag issues, including a quality of earnings analysis. Participants will perform due diligence/ assess business risk and opportunities – considering financial, commercial, and operational aspects of the business to flush out the red flags in the deal, including:

§ What will you use as baseline EBITDA for your model?

§ What are the working capital requirements of the business?

§ Are the assets realizable / are the liabilities understated.

§ Is there sufficient operational / managerial capacity to achieve forecast growth?

§ Does historical performance support the forecast and what are the key sensitivities?

Class 4: Arranging Financing
March 18, 2011

Goals/Case: Describe the basic terms and conditions of senior debt, subordinated debt and private equity in the context of a leveraged buyout

· Type of providers of debt and equity capital in the private markets

· Capital structure parameters

o Optimum amount of debt/leverage

o Cost of debt both economically and structurally

o Cost of equity

· Financing a Buyout

o Leverage levels, returns and acceptable levels of cash flow coverage

o Equity returns and risks associated with leverage

· Case Study – financing an LBO

Class 5 - M&A Process and Role of the LOI
April 8, 2011

Goals/Case: Understand the M&A process from the varying perspective

s including that of financial and strategic sellers and buyers and negotiate key terms of an LOI

§ Discussion of goals/perspectives/structure concerns of strategic and financial sellers and buyers

§ Review key issues in an LOI

§ Negotiate an LOI in a competitive bid process - what it takes to win

Class 6 - Negotiating the Purchase Agreement
April 29, 2011

Goals/Case: Deliverable: Understand how due diligence concerns affect the Purchase Agreement and negotiate the key terms of the Purchase Agreement

§ Discuss how issues raised in the due diligence process are remediated/resolved through the Purchase Agreement

§ Negotiate the key issues in a Purchase Agreement

Class 7: The 100 Day Plan – Integration -> Closing Dinner!
May 19, 2011 (Thursday afternoon 1 – 5.00pm)

Goals/Case: The case study will offer all of the key elements needed for each team

to prepare a 100 day plan that captures the key issues and synergies of the deal. The case will be developed from an already closed deal.

1. Introduction/Overview
--importance of integration
--types of transactions (impact on integration considerations)
--when does integration start (coordination with due diligence)

2. Synergy Considerations
--sources of value creation – cost synergies and growth synergies

--short vs. long term growth considerations

3. Selected Functional and Cross-Border Considerations
--HR (people, benefits, culture)
--Finance and Tax
--Operations and IT

4. Integration Methodology
--leading practices
--sample governance, process and communication tools
--planning for day 1 and day 100 considerations

Steering Committee

Co-Chairs:

Steve Higgins, Managing Director, Janney Capital Markets
Ellen Purdy, Chief Financial Officer, SDI Health

Committee Members:

Neil Haimm, Partner, Drinker Biddle
Patrick Hanraty, Managing Director, Cobblestone Advisors
Scott Heery, Partner, KPMG
Richard Jaffe, Partner, Duane Morris
Ken Jones, Managing Partner, Boathouse Capital
Dan Krane, Partner, Drinker Biddle
Lori Lasher, Partner, Reed Smith
David Stienes, Principal, LLR Partners
David Strauss, Partner, Ernst & Young
Adam VeVerka, Director of Business Development, NewSpring Capital