evaluating business growth opportunities and...

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Knowledge for the world business leaders C L A R I D E N 27 - 28 August 2015 2 - 3 November 2015 Shangri-La Hotel, Singapore Evaluating Business Growth Opportunities and Financing Week 2 Separately Bookable Seminars in 1 Location 2 - 3 November 2015, Monday & Tuesday Session B: Evaluating Financial Implications of New Business Opportunities 27 - 28 August 2015, Thursday & Friday Thomas has advised some of the most successful business ventures, nancing and acquisition deals around the world to help companies achieve their strategic growth His successful deal transactions have been selected and studied by Harvard Business School to feature in Harvard Business School case studies Thomas is also an Adjunct Professor – having taught in major institutions including Zürich University, KPMG, PWC European Center of Excellence and more Leading A uthority with more than 25 years of proven experience in the area of nance, strategic and risk management Adjunct Professor at University of Adelaide and Queensland University of Technology in the domain of nance and auditing, nancial accounting, and risk management Led the Government’s nancial and economic agenda within Queensland Public sector with a high involvement in risk management (strategic and operational), commercialization of multiple business units and the reporting to the executive and governing board of directors Thomas Kessler Faculty Directors Dr. John Sing Director & CEO Raman Pty Ltd.

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Knowledge for the world business leaders C L A R I D E N 27 - 28 August 2015

2 - 3 November 2015Shangri-La Hotel, Singapore

Evaluating Business Growth Opportunities and Financing Week

2 Separately Bookable Seminars in 1 Location

2 - 3 November 2015, Monday & Tuesday

Session B: Evaluating Financial Implications of New Business Opportunities27 - 28 August 2015, Thursday & Friday

• Thomas has advised some of the most successful business ventures, fi nancing and acquisition deals around theworld to help companies achieve their strategic growth

• His successful deal transactions have been selected and studied by Harvard Business School to feature inHarvard Business School case studies

• Thomas is also an Adjunct Professor – having taught in major institutions including Zürich University,KPMG, PWC European Center of Excellence and more

• Leading Authority with more than 25 years of proven experience in the area of fi nance, strategic and risk management

• Adjunct Professor at University of Adelaide and Queensland University of Technology in the domain of fi nance and auditing, fi nancial accounting, and risk management

• Led the Government’s fi nancial and economic agenda within Queensland Public sector with a highinvolvement in risk management (strategic and operational), commercialization of multiple business unitsand the reporting to the executive and governing board of directors

Thomas Kessler

Faculty Directors

Dr. John Sing Director & CEO Ramafi n Pty Ltd.

Early Bird 1 (Register & pay by 29 June 2015):Early Bird 2 (Register & pay by 23 July 2015): Regular Tuition Fee:

Group discount of 10% for 2nd participant from the same organization. For limited time only by 23 July 2015 register 3 participants and the 4th participant will receive a complimentary seat (One discount scheme applies).

Program:

Dates: Location:

Evaluating Financial Implications of New Business Opportunities27 - 28 August 2015Shangri-La Hotel, Singapore

EXECUTIVE SUMMARY

Note: GST is applicable only to participants from Singapore registered companies. Check your eligibility for 60% Cash Back at IRAS website.

2Contact Admissions Offi ce at +65 6899 5030 | [email protected] | www.claridenglobal.com

Dr. John Sing

• Leading Authority with more than 25 years of proven experience in the area of fi nance, strategic and risk management

• Adjunct Professor at University of Adelaide and Queensland University of Technology in the domain of fi nance and auditing, fi nancial accounting, and risk management

• Led the Government’s fi nancial and economic agenda within Queensland Public sector with a high involvement in risk management (strategic and operational), commercialization of multiple business units and the reporting to the executive and governing board of directors

John Sing is a Leading Practitioner with more than 25 years of proven experience in the area of fi nance, strategic and risk management. He has been a consultant to private, public and government organizations with a focus on fi nancial, asset, risk and project management. Currently, he is involved in the development and delivery of specialized fi nance project and risk management programs in capital intensive project-based organizations, such as Royal Dutch Shell, where he is the principal facilitator for courses within the Europe and North American region.

John, a Clariden Global Faculty Director, constantly receives excellent ratings for his engaging delivery and insightful content. He will engage you in in-depth discussions, highly relevant case studies and hands-on exercises to maximize your learning experience.

Through this course, John will show you how to assess new business opportunities as well as its fi nancial implications and risks. More importantly, he will cite real life-examples and case studies drawn from his various experiences in both local and overseas organizations.

Director & CEO Ramafi n Pty Ltd.

2015 Clariden Evaluating Business Growth Opportunities and Financing Week

Evaluating Financial Implications of New Business OpportunitiesSession B: 27 - 28 August 2015, Shangri-La Hotel, Singapore

S$3,390 S$3,590 S$3,690

As leaders, you are oft en called upon to assess new business ventures. Whether it is penetrating markets in new countries, considering a new joint venture or strategic alliance, your ability to use the right strategic and fi nancial framework to evaluate new business opportunities can have a signifi cant impact on your organization.

Clariden is pleased to invite you to “Evaluating Financial Implications of New Business Opportunities”. Designed for business and fi nancial leaders, this two-day intensive executive program is designed to provide you with leading fi nancial and strategic knowledge on how to evaluate a new business opportunity from strategic and fi nancial perspectives. You will learn the entire process of how to evaluate a new business opportunity eff ectively – from using the right strategic and fi nancial framework to assess the venture, to adopting the right fi nancial techniques and evaluation criteria. You will also understand how to calculate and manage risks (from macro to country to industry, business and product risks) as well as conduct scenario planning in the event where your business venture does not go according to the plan. Lastly, you will learn how to carry out eff ective due diligence before making your fi nal decision.

Led by Dr. John Sing, who has advised senior management teams and board of directors from major companies worldwide, including Shell and BHP Billiton, this program will equip you with the right fi nancial, strategic and risk management skills to allow you to secure profi table growth for your organization.

ProgramEssence:

PROGRAM INTRODUCTION

Based on a recent Harvard Business Review study, 85% of new business ventures led by top companies failed to meet their initial fi nancial expectations. According to this study, many of these ventures failed because they did not adopt the right framework and evaluation criteria when assessing these new business opportunities and many had underestimated the execution risks involved. As leaders, you are oft en called upon to assess new business ventures. Whether it is penetrating markets in new countries, considering a new joint venture or strategic alliance, your ability to use the right strategic and fi nancial framework to evaluate new business opportunities can have a signifi cant impact on your end results.

Clariden is pleased to invite you to the Evaluating Financial Implications of New Business Opportunities program. Designed for business and fi nancial leaders, this two-day intensive executive program is designed to provide you with leading fi nancial and strategic knowledge on how to evaluate a new business opportunity from strategic and fi nancial perspectives. You will learn the entire process of how to evaluate a new business opportunity – from usingthe right strategic and fi nancial framework to assess the venture, to adopting the right fi nancial techniques and evaluation criteria. You will also understand how to calculate and manage risks (from macro to country to industry, business and product risks) as well as conduct scenario planning in the event where your business venture does not go according to the plan. Lastly, you will learn how to carry out eff ective due diligence before making yourfi nal decision.

Led by Dr. John Sing, who has advised senior management teams and board of directors from major companies worldwide, including Shell and BHP Billiton, this program will equip you with the right fi nancial, strategic and risk management skills to allow you to secure profi table growth for your organization.

WHO WILL BENEFIT THE MOST

This program is specifi cally designed for CFO, Chief Strategy Offi cer, Senior Vice President of Finance, Senior Finance Director, Vice President of Finance, Finance Director, Vice President of Strategic Planning and other Senior-Level executives who interact with Finance and Strategy.

3Contact Admissions Offi ce at +65 6899 5030 | [email protected] | www.claridenglobal.com

2015 Clariden Evaluating Business Growth Opportunities and Financing Week

Evaluating Financial Implications of New Business OpportunitiesSession B: 27 - 28 August 2015, Shangri-La Hotel, Singapore

Contact Admissions Offi ce at +65 6899 5030 | [email protected] | www.claridenglobal.com

• Gain a solid foundation on fi nancial management and become familiar with fi nancial terminology,framework and concepts for evaluating new business opportunities

• Learn how to set fi nancial valuation criteria to minimize failure• Take away leading-edge fi nancial techniques to analyze your opportunities• Hear an in-depth discussion on calculating and managing your opportunity risks• Discover how to conduct scenario planning for your new business• Understand how to carry out detailed fi nancial evaluation and due diligence before making your fi nal

decision• Gain strategic and fi nancial perspectives through extensive use of real-life case discussion

LEARNING OBJECTIVES

4

2015 Clariden Evaluating Business Growth Opportunities and Financing Week

Evaluating Financial Implications of New Business OpportunitiesSession B: 27 - 28 August 2015, Shangri-La Hotel, Singapore

PROGRAM AGENDA

DAY ONE

08:30 - 09:00

10:30 - 10:45

12:30 - 13:30

15:00 - 15:15

09:00 - 10:30

10:45 - 12:30

13:30 - 15:00

15:15 - 17:00

Registration & Welcome Coff ee & Tea

Morning Refreshments Break

Networking Luncheon

Afternoon Refreshments Break

Organizations & Strategy• Understanding the role of decision makers• Formulating the strategic plan• Governance and the importance of fi nancial performance• Creating and protecting ‘value’

Strategic implications of new business opportunities• Understanding the business need• Performing an options analysis• Creative thinking and identifi cation of new opportunities• Case study application

Understanding, Evaluating & Managing Risks• The risk management process and application• Identifying and assessing the risks of the preferred opportunity• Identifying and managing key stakeholders

The Financial Management Link• Reading and interpreting fi nancial information for decision making• New business opportunities and creating fi nancial wealth• Financial considerations of new business opportunities

5Contact Admissions Offi ce at +65 6899 5030 | [email protected] | www.claridenglobal.com

2015 Clariden Evaluating Business Growth Opportunities and Financing Week

Evaluating Financial Implications of New Business OpportunitiesSession B: 27 - 28 August 2015, Shangri-La Hotel, Singapore

12:30 - 13:30

15:00 - 15:15

15:15 - 15:25

16:50 - 17:00

13:30 - 15:00

15:25 - 16:50

Networking Luncheon

Afternoon Refreshments Break

Evaluation Form

Awarding Certifi cates & Closing of Program

Conducting Eff ective Due Diligence• What should be included?• Business valuation approaches• Implications of gett ing it wrong• Case study application

Preparing the New Business Opportunity Case• Developing a report for management consideration• Understanding the characteristics of proper communication• Case study review and application• Summary, key messages and learning outcomes

10:45 - 12:30 Establishing the Financial Evaluation Criteria• Importance of due diligence and fi nancial evaluation• Determining the appropriate discount rate• Linking the fi nancial evaluation to the risk assessment• Case study application

DAY TWO

08:30 - 09:00

10:30 - 10:45

09:00 - 10:30

Registration & Welcome Coff ee & Tea

Morning Refreshments Break

Financial Evaluation of New Business Opportunities• Common evaluation techniques• Discounting vs. non discounting methods• Tips, traps and what to look out for• Case study application

Early Bird 1 (Register & pay by 29 June 2015):Early Bird 2 (Register & pay by 23 July 2015): Regular Tuition Fee:

Group discount of 10% for 2nd participant from the same organization. For limited time only by 23 July 2015 register 3 participants and the 4th participant will receive a complimentary seat (One discount scheme applies).

Thomas Kessler

Program:

Dates: Location:

Financing Strategies for Growth, Acquisitions and New Business Ventures2 - 3 November 2015Shangri-La Hotel, Singapore

EXECUTIVE SUMMARY

Note: GST is applicable only to participants from Singapore registered companies. Check your eligibility for 60% Cash Back at IRAS website.

6Contact Admissions Offi ce at +65 6899 5030 | [email protected] | www.claridenglobal.com

2015 Clariden Evaluating Business Growth Opportunities and Financing Week

Financing Strategies for Growth, Acquisitions and New Business VenturesSession A: 2 - 3 November 2015, Shangri-La Hotel, Singapore

• Thomas has advised some of the most successful business ventures, fi nancing and acquisition deals around the world to help companies achieve their strategic growth

• His successful deal transactions have been selected and studied by Harvard Business School to feature in Harvard Business School case studies

• Thomas is also an Adjunct Professor – having taught in major institutions including Zürich University, KPMG, PWC European Center of Excellence and more

With over 20 years of fi nancing, deal making and M&A experience, Thomas Kessler has led major landmark fi nancing and M&A transactions globally. This includes Deutsche Post’s acquisition of Global Mail, Deutsche Telekom Orange Netherlands combination, Goodyear Sumitomo Rubber merger, Avaya Global Connect JV with Tata, Wacker and Air Products JV and the Albany International and Geshmay group merger. The latt er has been featured by Harvard University as its Harvard Business School Case Study. His primary focus is on creating fi nancial value for companies through identifying strategic growth opportunities through acquisitions and advising them on fi nancing structures. He has been involved in over 25 major transactions with a total valuation of more than US$20 billion. Thomas is an accomplished faculty leader in universities and institutions globally such as KPMG, Zürich University PWC European Center of Excellence and Ericsson Training Center.

Thomas is currently Partner at Global PMI Partners, a company focused on assisting post-merger integration. He was previously Head of Merger Integration at IntegrationSuccess GmbH and CEO at Kessler Praxis Consult GbR.

“This is one of the best courses I have att ended. Very comprehensive and detailed in coverage”– SVP, Iskandar Investment

“Thomas Kessler enthusiastic participation in all of our training was excellent. I have no doubt that it would not have beenthat success without his presence. Both of his expertise and personal att itudes has made a great impact towards delegate’s

fp p f g

expectations”VP and MD, TriQuint International Pte Ltd

S$3,390S$3,590S$3,690

Raising capital to fi nance your business growth has never been more diffi cult. With rising volatility in interest rates, compressedeconomic cycles and fl uctuating currencies, companies need to have a permanent and sustainable fi nancing strategy to fund their business expansion. Many companies that relied on short-term fi nancing during the last fi nancial crisis have learnt that without a strong fi nancing strategy in place, their ability to sustain the business might be jeopardized. In addition, investors and banks are becoming more stringent in which companies to invest in or who to lend their money to. In a recent Venture Capital (VC) survey, the success rate for a company looking for VC funding is as low as 0.2 to 0.5 percent. To ensure you have a successful fi nancing strategy put in place to meet your company’s business growth plans, Clariden is pleased to invite you to Financing Strategies for Growth, Acquisitions and New Business Ventures.

In this two-day comprehensive executive program, you will learn how to match the growth of your company to the right fi nancing strategies. Whether you are a startup pursing an IPO, a rapidly growing business that requires signifi cant fi nancing or an MNC that requires cross-border fi nancing, this program will teach you how to use the right fi nancing strategy matched with the right fi nancing instrument to allow you to pursue your business growth. You will learn how to map your current cash fl ow needs against your existing capital structure to arrive at the fi nancing strategy which best suits your company. You will be exposed to a wide range of fi nancing tools available - from IPO & equity fi nancing to asset fi nancing, bond issuance and hybrid fi nancing strategies and you will learn how to position your company to tap into diff erent investor groups. You will also learn to take into account tax considerations in fi nancing transactions, scenario planning and g industry/peer benchmarking to ensure you are pursuing the right strategy. g

Led by a faculty director who has successfully led over US$20 billion of deal transactions, Thomas Kessler’s fi nancing and M&A transactions has been studied and featured by Harvard Business School as a HBS case study. You will also be exposed to group discussions and engage in live case studies with other fi nancial leaders and you will have the opportunity to establish a network with other fi nancial leaders like yourself across multiple industries and countries.

This executive program is launched concurrently with Evaluating Financial Implications of New Business Opportunities. As both programs are designed to help you establish the right fi nance capabilities for your organization to pursue growth, you are encouraged to enroll multiple participants to these two highly popularfi nance programs.

One of the biggest impediments to the growth of a business is not having suffi cient cash to support the increase in activity. A business may require additional funds to cover everything - from fi nancing a new business venture to fi nancing new capital expenditures and strategic acquisitions. As with any form of fi nancing, it is important that you match the fi nance facility with its purpose, to ensure that it does the job it is intended to do.

In this two-day comprehensive executive program, you will learn how to match the growth of your company to the right fi nancing strategies. Whether you are a start-up pursing an IPO, a rapidly growing business that requires signifi cant fi nancing or an MNC that requires cross-border fi nancing, this program will teach you how to use the right fi nancing strategy matched with the right fi nancing instrument to allow you to pursue your business growth. You will learn how to map your current cash fl ow needs against your existing capital structure to arrive at the fi nancing strategy which best suits your company. You will be exposed to a wide range of fi nancing tools available – from IPO & equity fi nancing to asset fi nancing, bond issuance and hybrid fi nancing strategies and you will learn how to position your company to tap into diff erent investor groups. You will also learn to take into account tax considerations in fi nancing transactions, scenario planning and industry/peer benchmarking to ensure you are pursuing the right strategy.

Led by a faculty director who has successfully led over US$20 billion of deal transactions, Thomas Kessler’s fi nancing and M&A transactions has been studied and featured by Harvard Business School as a HBS case study. You will also be exposed to group discussions and engage in live case studies with other fi nancial leaders and you will have the opportunity to establish a network with other fi nancial leaders like yourself across multiple industries and countries.

This executive program is launched concurrently with Evaluating Financial Implications of New Business Opportunities. As both programs are designed to help you establish the right fi nance capabilities for your organization to pursue growth, you are encouraged to enroll multiple participants to these two highly popular fi nance programs.

ProgramEssence:

7Contact Admissions Offi ce at +65 6899 5030 | [email protected] | www.claridenglobal.com

PROGRAM INTRODUCTION

2015 Clariden Evaluating Business Growth Opportunities and Financing Week

Financing Strategies for Growth, Acquisitions and New Business VenturesSession A: 2 - 3 November 2015, Shangri-La Hotel, Singapore

Contact Admissions Offi ce at +65 6899 5030 | [email protected] | www.claridenglobal.com

2015 Clariden Evaluating Business Growth Opportunities and Financing Week

Financing Strategies for Growth, Acquisitions and New Business VenturesSession A: 2 - 3 November 2015, Shangri-La Hotel, Singapore

PROGRAM AGENDA

DAY ONE

• Learn how to align your fi nancing strategy with your current business strategy by matching your business life cycle with appropriate fi nancing strategies

• Understand the universe of fi nancial instruments available, when and how to tap into these fi nancing instruments and diff erent investor groups to meet your fi nancing needs

• Learn how to map your existing cash fl ow needs to the right fi nancing tools available and do scenario planning and peer benchmarking

• Understand the diff erent fi nancing you should put in place for IPO, business growth, new ventures and acquisitions• Match the liquidity needs you have against the fi nancing strategy you are pursuing• Know what is the optimal capital structure that fi ts the business strategy you are pursuing• Learn the appropriate fi nancing you need to put in place before pursuing an acquisition• Explore the diff erent M&A and joint venture deal structures and their fi nancing structures• Manage fi nancial risks on currency risks, debt redemption risks and hedging strategies for fx and interest rates

LEARNING OBJECTIVES

08:30 - 09:00

09:00 - 10:30

Registration & Welcome Coff ee & Tea

Aligning Financing Strategy with Business Strategy

• Matching business life cycle and fi nancing strategies Discussion of business life cycle steps and associated fi nancing challenges. Financing strategies solving the cash requirements of growth challenges during the life cycle

o Financing Startups o Financing Rapidly Growing Company o Financing MNC Growing Company

• Current Business Strategy and Long-Term Growth Objectives The essential business strategy tools that demonstrate superior success in corporate growth

o Advanced strategizing process, defi ning scenario and strategy driven growth options o INSEAD “Resource Pathway Framework” defi ning corporate growth strategies along

capabilities, risk and control o “GE 9 Box Matrix” decision parameters form growth to divestiture o “CVA Cash Flow Value Added”

‘Group Exercise I’ Discussion of the method mix and its application along the business life cycle

• Aligning Capital Structure with Business Strategy along the Growth Curve Mapping business strategy to business planning requires clear understanding of the impact on organic and M&A / transaction induced cash requirements.

o Identify fi nancing needs for organic business growth How does business growth translate into P&L and balance sheet cash

requirements (COGS, SG&A, W/C, PP&E, Innovations)?

WHO WILL BENEFIT THE MOST

This executive program is designed for all Directors, Managers, Vice Presidents, and Head of Departments having business growth and strategic fi nancing responsibilities including Financial Planning, Financing, Capital Raising, Business and Corporate Development, Mergers and Acquisitions, Corporate Strategy, Project Financing, New Business Ventures, Investment Specialists, Corporate Finance, Treasurer, Financial Controller and those involved in identifying new business opportunities for growth. This program is also relevant for senior management who have responsibilities in growing their company’s business portfolio and who wants to have a bett er understanding on how to position their company for strategic growth in near future.

8

Contact Admissions Offi ce at +65 6899 5030 | [email protected] | www.claridenglobal.com

o Identifying fi nancing needs for M&A and transaction driven business growth How do M&A transactions, sett ing up Strategic Alliances and Joint Ventures trigger

balance sheet adjustments and changes to capital structure and cash needs?

Mapping Cash Flow Analysis to Cash Requirements and Possible Capital Structures enables you to understand the drivers and investor target group of your desired capital structures

o Understanding the drivers in operating, investing and fi nancing cash fl ow o How do existing and future cash fl ow capabilities connect with the companies’ risk pro-

fi le and the credit rating of a business o How do both enable the company to shape its capital structure for growth

Discussion of the risk / return matrix of fi nancial instruments and how they connect to the earnings power of the business

How do fi nancial institutions and shareholders ensure appropriate use of the earn-ings power of a company

10:30 - 10:45

12:30 - 13:30

Morning Refreshments Break

Networking Luncheon

10:45 - 12:30

13:30 - 15:00

Aligning Financing Strategy with Business Strategy (cont.)

Tapping into Diff erent Financing Strategies to Position the Company for Growth

• Industry and Peer Benchmarking How will you be judged by investors? What comparison will you need to withstand in the endeavor to get the best pricing / cost of your capital structure.

o Understanding the comparative reasons of cash fl ow generation within your industry and among your peers Peer Benchmarking Industry Benchmarking

o How to use a “Corridor Model” to discipline management in its approach to grow the business while maximizing cash fl ow generation

o How to use a “Best-in-Class” model to drive internal cash fl ow improvement o ‘Group Exercise II’

Brief case study on how to use the “corridor model” Brief case study on how to use the “Best in Class” model

• ‘Group Exercise III’ Forecasting Financial Performance Financing Needs and Estimating Li-quidity Needs

Modeling with delegates a fi nancial cash fl ow model that: o Enables delegates to forecast the fi nancial performance of a growth case and identifi es

the liquidity needs of the business o Demonstrate a variation to organic growth by modeling an acquisition

• Scenario Planning o Analyzing cash fl ow sensitivity

• Optimizing corporate capital structure How to optimize your capital structure between the two polar ends - “overstretched balance sheet” and “lazy capital” e.g. too much equity

o When does debt support vs. cripple growth o Short term vs. permanent capital structure

• Defi nition of various fi nancial strategies and instruments Which strategies and fi nancial instruments best support the respective life cycle stages of a growth business

2015 Clariden Evaluating Business Growth Opportunities and Financing Week

Financing Strategies for Growth, Acquisitions and New Business VenturesSession A: 2 - 3 November 2015, Shangri-La Hotel, Singapore

9

Contact Admissions Offi ce at +65 6899 5030 | [email protected] | www.claridenglobal.com

• Which pre-requisites do growth companies need to take care of • Who are the key stakeholders and what are their interests • What to do to implement these strategies

o Corporate fi nancing: Equity / Preferred Equity Private company equity capital increase

Seed capital fi nancing Venture capital fi nancing Private Equity fi nancing

IPO – initial public off ering Subsequent public off ering Secondary public off ering Block trades Foreign equity issuance Standby Equity Purchase Agreement

o Corporate fi nancing: Debt / Fixed Income Instruments Asset fi nancing:

Working Capital Financing – Revolving Facility Property Plant & Equipment Term loans with cash sweep mechanisms that permit all operating cash fl ow of a

period to be dedicated to debt repayments Senior debt with higher liquidation rights Subordinated debt with lower liquidation rights

Cross border expansion fi nancing Foreign currency bonds

o M&A fi nancing: Equity instruments:

Ordinary shares Preferred share with a wide variety of preferred rights (conversion, anti-dilution,

multiple liquidation preference) Debt instruments:

Refi nancing of capital structure changes - Bridge Loan Long term loans with PIK clauses that permit interest to roll up and issuing of

new debt Liquidation of non-operating assets – Term loans structured as bullet loans (re-

payment with single installment) Hybrid instruments:

Convertible loans that provide the option to convert into equity Institutional loan stock where interests are rolled up rather than paid and se-

cured by conversion rights Mezzanine loans that provide the option to subscribe to equity

o Targeting Diff erent Investor Groups to Position the Company for Growth in FutureWidening investor base may allow the company to tap into diff erent types of fi nancing instruments in future Review of investor types and their size, the capital they provide and

global focus Public stock market 10

2015 Clariden Evaluating Business Growth Opportunities and Financing Week

Financing Strategies for Growth, Acquisitions and New Business VenturesSession A: 2 - 3 November 2015, Shangri-La Hotel, Singapore

Contact Admissions Offi ce at +65 6899 5030 | [email protected] | www.claridenglobal.com

2015 Clariden Evaluating Business Growth Opportunities and Financing Week

Financing Strategies for Growth, Acquisitions and New Business VenturesSession A: 2 - 3 November 2015, Shangri-La Hotel, Singapore

11

15:00 - 15:15 Afternoon Refreshments Break

15:15 – 17:00 Tapping into Diff erent Financing Strategies to Position the Company for Growth (cont.)

Capital Structure and Valuation

• Deal Structures: Mergers & Acquisitions and Joint Ventures/Strategic Alliances Typical deal structures, implications of asset deals and stock deals in mergers & acquisitions, structural intent, choice of transaction structure, benefi t-risk profi le of the respective corporate event

Group Exercise IV’ – participants will review publicly known transactions for each respective type and discuss the characteristics

o Tax Considerations for debt and stock-fi nanced corporate fi nance transactions Basis Step-up Type of consideration used Capital gains vs. regular income Use of Net Operating Losses (NOL) Hive-up / Hive-down deals

• Identify the Key Components of the Purchase Price Formula Group Exercise X’ – Business valuation the simple way

• The Diff erent Approaches Used for Valuation and Their Diff erences o Group discussion of the key valuation methodologies

Income approach Multiple approach Net Asset approach

o How fi nancing strategy aff ects a company’s valuation Capital structure and multiples

Enterprise multiples vs. Equity multiples o Capital structure and WACC

Costs of Capital Considerations WACC, its components and how to calculate it

» Calculating the cost of equity using the CAPM model » ß for private and public companies

o Trade off considerations o Signaling considerations

Seed/Venture Capital/Private Equity funds Hedge funds LBO funds Mezzanine funds Public debt market Bridge, debt, preferred loan funds

o Liquidity Considerations Time requirements to gain access to various fi nancial instruments

Equity Debt vs. Hybrid instruments o Repayment considerations, covenants and their impact on cash fl ow o Review sustainability of credit risk and accessibility of capital markets

Contact Admissions Offi ce at +65 6899 5030 | [email protected] | www.claridenglobal.com

2015 Clariden Evaluating Business Growth Opportunities and Financing Week

Financing Strategies for Growth, Acquisitions and New Business VenturesSession A: 2 - 3 November 2015, Shangri-La Hotel, Singapore

DAY TWO

08:30 - 09:00

10:30 - 10:45

12:30 - 13:30

09:00 - 10:30

10:45 - 12:30

13:30 - 15:00

Registration & Welcome Coff ee & Tea

Morning Refreshments Break

Networking Luncheon

Managing Financial Risks

Financing Strategies for Mergers & Acquisitions

Financing Strategies for Mergers & Acquisitions

• Cross currency liability management: o Managing cash fl ow in foreign currencies

Natural hedging Global footprint model

Global capacity model Global procurement model Regional management model

• Managing debt redemption risks o Call features o Sinking fund provisions o Other redemption clauses

• Hedging strategy for fi nancial and interest rate risks

• ‘Group Exercise VI’ The Acquisition of H.J. Heinz by Berkshire Hathaway and 3G Capital Funding strategies for Mergers & Acquisitions – Preparing the balance sheet for takeover through an optimized capital structure. This Exercise will guide delegates in a step-by step process through the acquisition model of the above transaction.

• The story behind the deal Why did Warren Buff et and 3G acquire H.J. Heinz? Why did they just decide to merge it with Kraft Foods

• Purchase Price of H.J. Heinz (Step 1) Analysis of the purchase price and its premium The valuation of Heinz (Enterprise and Equity Value) Discussion of transaction fees (Size and composition)

• Financial Statement Analysis of the Income Statement, Balance Sheet and Cash Flow Statements of H.J. Heinz (Step 2) Analysis of historical fi nancials Development of projected fi nancials Expected synergies from the acquisition

• Balance sheet adjustments (Step 3) Delegates will review the purchase price allocation and their impact on the balance sheet

• ‘Group Exercise V’ Harvard Business Case: Leverage restructuring as a takeover defense “The case of American Standard” Delegates will review the Darden Graduate School of Business Administration, The University of Virginia case studies to understand the elements, timing phasing, deal team participants, strategic approach of a hostile transactions culminates in a leveraged buyout transaction including the fi nancial structure used to fi nance the deal. We will specifi cally review the leveraged recapitalization of the transaction

12

Contact Admissions Offi ce at +65 6899 5030 | [email protected] | www.claridenglobal.com

13

2015 Clariden Evaluating Business Growth Opportunities and Financing Week

Financing Strategies for Growth, Acquisitions and New Business VenturesSession A: 2 - 3 November 2015, Shangri-La Hotel, Singapore

Managing Financial Risks in Mergers & Acquisitions

• Return and Covenant analysis (Step 5) Delegates will review and discuss in detail the return calculation for 3G and Berkshire Hathaway Delegates will review and discuss in detail the covenants and fi nancial ratios that will provide a clear picture of the implicit risk built into the fi nancing structure and enable an appropriate assessment of the companies’ projected ability to manage the debt service

15:00 - 15:15

15:15 - 15:25

Afternoon Refreshments Break

Evaluation Form

15:25 - 16:50

16:50 - 17:00

Financing Strategies for Joint Ventures

Awarding Certifi cates & Closing of Program

• ‘Group Exercise VII’ - Case work: R. IVEY School of Business UoWO - Kanzen Berhad: A Proposed Joint Venture with Dunlop Pacifi c –

Delegates will work through a strategic discussion and review of the JV case “Kanzen Berhad: A Proposed Joint Venture with Dunlop Pacifi c”

In particular we will review the market and business opportunity, and specifi cally the fi nancial considerations and structure that were put together to enable this deal. This includes a review of the valuation and fi nancial instruments used

• Designing the takeover strategy (Step 4) Delegates will link the valuation of the transaction to the fi nancing of the transaction• Review of the fi nancial instruments used and their characteristics Key element is to review the sources and uses of funds statement

Financial Instruments Available for Mergers & Acquisitions

REGISTRATION PAGE

Knowledge for the world business leaders C L A R I D E NEVALUATING BUSINESS GROWTH OPPORTUNITIES AND FINANCING WEEK

2 - 3 November 2015 | Shangri-La Hotel, Singapore27 - 28 August 2015 | Shangri-La Hotel, Singapore

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VENUE AND ACCOMMODATION INFORMATIONShangri-La Hotel, Singapore2 - 3 November 2015 | Financing Strategies for Growth, Acquisitions and New Business Ventures27 - 28 August 2015 | Evaluating Financial Implications of New Business Opportunities22 Orange Grove Road, Singapore 258350Tel : +65 6737 3644Fax : +65 6737 3257Website : htt p://www.shangri-la.com/en/property/singapore/shangrila

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Session

Session A: Financing Strategies for Growth, Acquisitions and New

Business Ventures (2 - 3 November)

S$3,390

S$3,390

S$3,590

S$3,590

S$3,690

S$3,690

Session B: Evaluating Financial Implications of

New Business Opportunities (27 - 28 August)

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Seminar(s): Session A Session B□ □

Seminar(s): Session A Session B□ □

Seminar(s): Session A Session B□ □

Seminar(s): Session A Session B□ □

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