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Training Course Summary:

For a quoted company whose shares trade in an illiquid market at a price that consistently fails to recognise its prospects, the rationale for ‘going private’ is compelling. Public-to-private transactions were widespread between 1997 and 2000 but diminished in number after the collapse of share prices and the ensuing three year bear market. In the current recovery phase of the stock market, private equity houses have a strong appetite and ample funds to invest in established companies with sufficiently stable cash flows to service the debt raised to finance a management buy-out. This course will enable participants to gain a detailed understanding of the financial, legal and regulatory processes of taking a public company private.

Training Course Overview/Content:

Background
Rationale for going private
Availability of funds
Costs, lock-ins & break fees
Anticipating the market reaction

Preparations
Approaching the NEDs
Service contracts
Valuation & pricing
The private equity house
Due diligence

The Takeover Code
Conflicts of interest
Concert parties
Confidentiality & disclosure of information
Equality of treatment & special deals
Committed funding
Responsibility for documentation

Structuring the deal
Equity, quasi equity & ratchets
Junior debt, mezzanine & zeros
Senior debt, taking security & the three debenture approach
Financial assistance whitewash
A typical MBO structure
Funding & loan documentation

Making the offer
Offer or Scheme of Arrangement?
Irrevocables
Announcement & posting of offer document
Handling a counter bid
Timetable for the offer