Oxford Cases in Finance & Investments

Transcription

1 Oxford Cases in Finance & Investments Outline , Andreas T. Angelopoulos

2 Course Description - Aims - Objectives Aims The purpose of this course is to provide real case and modeling experience to students in the finance and investments areas of: based on: Leverage Finance Distress & Restructuring Corporate M & A and Financial Sponsors M & A / Private Equity Project & Infrastructure Finance Theory Overview Case Information memorandum and financial modeling analysis and discussion with the Lecturer Case analysis & financial modeling case assignment by the students Case presentation and interaction with the Guest Lecturers Individual Final Project development by a group of students following the Connect Theory with Practice approach aiming students to acquire not only the required finance theory and understanding of the instruments and methods but also to develop their execution and modeling skills around selected topics and cases. 2

3 Course Description - Aims Schedule - Objectives Schedule 2016 (Lecture Room: WW V April 25, 2016 Session Week 1 Lecture Theatre (LTVIII) Leverage Finance Theory with Andreas T. Angelopoulos Distress & Restructuring Theory with Andreas T. Angelopoulos May 2, Session Week 2 Lecture Theatre (LTVIII) Distress & Restructuring Case (1) with R. Shah, Managing Director & Global Head Restructuring, Goldman Sachs May 9, Session Week 3 ENI Lecture Theatre (LTVII) Leverage Finance Case (2) with Daniel Coleman, Partner & Global Head of Finance, Goldman Sachs May 16, 2016 Session Week 4 Lecture Theatre (LTVIII) M & A Financial Sponsors / Private Equity Theory with Andreas T. Angelopoulos M & A Corporate Theory & Short Cases with James Hartop, Partner, Centerview Partners May 23, Session Week 5 Lecture Theatre (LTVIII) Project & Infrastructure Finance Theory Andreas T. Angelopoulos May 30, Session Week 6 Lecture Theatre (LTVIII) Private Equity Investment Case (3) with L. Duarte, Global M & A Head Sonae, ex Director Bridgepoint June 6, Session Week 7 Lecture Theatre (LTVIII) Corporate M & A Case (4) with D. Iroidis, Director, Rothschild June 13, 2016 Session Week 8 Lecture Theatre (LT 5) Project & Infrastructure Finance Case (5) with C. Vescovo, Investment Director, Glennmont 3

4 Course Description - Aims - Objectives Objectives The students will be exposed in the basic finance theory and concepts in acquisition finance and investments, in real transactions and issues, will face the critical questions and analysis required by the industry, will develop the skills to present and interact with senior bankers and investors. The objective of the course and the Lecturer is to provide a real life exposure to the students - like during their internships - acquiring the required theoretical execution skills by the investment banking and investment industry to analyse a short information memo and operational model, to structure and model an investment from a financial and legal prospective, to analyse the credit and risk side, structure the financing, value the company using various methods, present an investment proposal summary using various financing structures, tools and models in the areas of leverage finance, distress & restructuring,, project and infrastructure finance, corporate M & A, private equity. Students attending this course are interested to work as investment bankers (leverage finance, distress & restructuring, infrastructure finance, project finance, M & A, financial sponsors, research analysts, credit analysts, risks analysts, capital markets), investors, fund managers, entrepreneurs raising capital from funds or banks, entrepreneurs acquiring other companies, corporate executives involved in the acquisition & business development strategy, CFOs, corporate lawyers, auditors, and management consultants. Days - Assessment It will take place every Monday Group (5 members) Case Assignment 30%. A course project individual assessment 70%. Detailed guidelines will be provided in class. 4

5 Session Week 1 - Leverage Finance Theory Leverage Finance Characteristics of a good leverage finance candidate Structuring leverage finance what is the right quantum The leverage finance and investor base The parties involved in the leverage finance process Leverage finance instruments offered by the Investment banks Typical leverage finance products slicing and dicing the risk Leverage finance capital structures Leverage finance repayment quantum tenor pricing A representative acquisition finance (LBO) structure The covenants Typical leverage finance organizational structure What is affecting the investment decisions and the financing? The impact on investor s returns by applying leverage The three drivers increasing equity value The combined effects in equity value and returns Structuring leverage finance key considerations Leverage finance modeling and valuation methodology A modeling exercise - simple and advanced model Leverage finance structures - recent acquisition finance Risks in Leverage finance - early signs of trouble A Leverage Finance Short Case The business plan (IM) and the financial plan analysis The operational plan & assumptions Maximizing recovery value 5

6 Session Week 1 - Leverage Finance Theory Leverage Finance The cash flow model analysis & assumptions The sources and uses of funds the typical split Initial debt / equity structure (1) The financial covenants (credit statistics ) Second debt / equity structure (2) The financial covenants (credit statistics ) Final debt / equity structure (3) The financial covenants (credit statistics ) The Capital structure optimisation - debt structuring & sizing Negotiating the covenants headroom The structuring / tranching of debt The impact on IRR The risk of LBO structures to go wrong Company underperforms - distress 6

7 Session Week 1 Distress & Restructuring Theory Distress & Restructuring Identify distress companies & potential solution Signs of financial distress Solutions to address financial stress Value distress companies Market value in distress Trading/transaction comps DCF Liquidation value analysis Key consideration for a restructuring transaction Main stakeholders in a distress Insolvency process to effect restructurings 7

8 Session Week 2 Distress & Restructuring Case (Goldman Sachs) The New World Resources Case in Czech Republic Coal sector The Case STEP B - LOOKING THE ENTRY Sector Coal EqV CO Post MV = 37.5 / (1+50%)ˆ5 = 4.9 Target Co in in Czech Republic A EqV distress CO company Pre MV = & Post its restructuring MV - I = 4.9 for -3.5 acquisition = 1.4 The materials to review and work to prepare (in advance) A Number short Information of Shares Memorandum = (EqV / Share Price) Research reports Capital IQ, Thomson, Bloomberg Entry Net Income, Multiple Guidelines / Questions by Lecturer and Goldman team Financial historical model Leverage Finance model (template) The analysis (morning session) with Lecturer Present a 2 page executive summary with your findings Discuss main case questions Discuss main credit analysis & leverage finance concepts The presentation and interaction (afternoon session) with the bank or fund Goldman Sachs Roopesh Shah Managing Director, Goldman Sachs Ass. Fellow, Said Business School, University of Oxford Roopesh Shah is a Managing Director and Group Head Restructuring Finance and Advisory Group EMEA, Goldman Sachs. Prior to which he was a Director in the Restructuring Group of Miller Buckfire & Co. and a Vice President in the Mergers & Acquisitions Group of Wasserstein Perella & Co, each based in New York. He has worked on numerous restructuring assignments, distressed mergers and acquisitions, asset sales and crossborder restructuring issues. Roopesh has also been involved in numerous DIP and exit financings for companies and several rescue financings for distressed clients. He is visiting presenting investment cases in Distress & Restructuring at SBS University of Oxford. Roopesh received a B.S. in Economics from the Wharton School of the University of Pennsylvania. www2.goldmansachs.com 8

9 Session Week 3 Leverage Finance Case (Goldman Sachs) The Avusa Case in South Africa Media Publishing sector The Case STEP B - LOOKING THE ENTRY Sector Media & Publishing EqV CO Post MV = 37.5 / (1+50%)ˆ5 = 4.9 Target Co in Africa, headquartered in South Africa UK EqV based CO LBO Pre MV fund = is Post looking MV - to I = raise leverage = 1.4 finance The materials to review and work to prepare (in advance) A Number short Information of Shares Memorandum = (EqV / Share Price) Research reports Capital IQ, Thomson, Bloomberg Entry Net Income, Multiple Guidelines / Questions by Lecturer and Goldman team Financial historical model Leverage Finance model (template) The analysis (morning session) with Lecturer Present a 2 page executive summary with your findings Discuss main case questions Discuss main credit analysis & leverage finance concepts The presentation and interaction (afternoon session) with The bank or fund Goldman Sachs Denis Coleman Partner, Goldman Sachs Denis is a partner and the global head of Finance. He is co chair of the Firm wide Capital Committee and serves on the Firmwide Risk Committee, the GS Bank USA Management Committee and the GS International Bank Management Committee. Denis also serves on the Investment Banking Division Operating Committee. From 2007 to early 2008, Denis was a member of the firm s Credit Markets Capital Committee. From 2008 to 2011, he was a member of the firm s Partnership Committee. Denis joined Goldman Sachs in 1996 as a financial analyst in the Investment Banking Division (IBD). In 1998, he transferred to Capital Markets in the Fixed Income, Currency and Commodities. Denis returned to IBD in 2005 and became co-head of Loan Capital Markets. In 2008, he was named co-head of Leveraged Finance. Denis became managing director in 2005 and partner in Denis earned a BA in Politics and a certificate in the Political Economy Program from Princeton University in www2.goldmansachs.com 9

10 Session Week 4 FS / Corporate M & A and Private Equity Theory Corporate M & A Private Equity M & A market Valuation Special topics in M & A R & D, Capex, WC / lock box etc etc Type of M & A Corporate Acquisitions Mergers Spin Outs Subsidiaries Sponsors Info memo Sale Auction or bi-lateral process or IPO Differences between corporate and PE acquisitions Private Equity Market PE Fund Structures Finance & Legal structuring Valuation, Risk & returns PE asset classes overview Venture Capital Growth Equity Distress LBO Infrastructure Real Estate Exit 10

11 Session Week 4 FS / Corporate M & A and Private Equity Theory Centerview James Hartop Partner, Centerview Partners Ass. Fellow, Said Business School, University of Oxford James Hartop joined Centerview Partners in 2015 to further build out Centerview s client base across Europe, Middle East and Africa (EMEA) and provide advice to Centerview s global client base in the region. His transaction experience spans the globe and different industries, with involvement in a number of landmark transactions including Anglo American s response to an unsolicited merger proposal from Xstrata; the US$8 billion demerger of Mondi; Anglo American s acquisition of 40% of De Beers for $5.1 billion; and the 2007 merger of Reuters Group plc and the Thomson Corporation to create the first dual-listed company between the UK and Canada. James was previously at UBS where he spent nearly 20 years and held a variety of roles including Head of Investment Banking in EMEA and Head of the Global Industrials Group in EMEA. James holds BA and MA degrees from Trinity College, Oxford University. 10

12 Session Week 5 Project & Infrastructure Finance Theory Project & Infrastructure Finance Type of assets - Operating infrastructure assets Type of assets Greenfield infrastructure Projects Characteristics of infrastructure and project finance A broad area of investment possibility The bank involved in the finance process The investors involved in the finance process The parties involved in a project finance process typical project structure The parties involved in a infrastructure finance process typical acquisition structure Typical infrastructure finance structure capital structure quantum repayment pricing tenor Typical project finance structure capital structure quantum repayment pricing tenor Structuring infrastructure finance key considerations Structuring project finance key considerations Infrastructure and project finance Credit Statistics Infrastructure and project finance Reserve accounts Infrastructure and project finance Covenants How infrastructure generates returns for investors? The effect of multiple increase The four drivers affecting the equity value How project finance generates returns for investors? Infrastructure finance modeling and valuation methodology 11

13 Session Week 5 - Project & Infrastructure Finance Theory Project & Infrastructure Finance A modeling exercise in excel - an infrastructure finance model Project finance modeling and valuation methodology Main risks in infrastructure and project finance Investing in infrastructure assets assessing the risks from debt and equity prospective Consequential differences between Project finance and Infrastructure finance 12

14 Session Week 6 Private Equity Finance Case (ex Bridgepoint) The Case of Carluccio in UK - Food and Retail sector The Case Sector Food & Retail Target Co in UK UK based LBO fund is looking to invest The materials to review and work to prepare (in advance) A short Information Memorandum and Research reports Guidelines / Questions by Lecturer and Bridgepoint Financial and operational model for retail development PE Valuation model (template) The analysis (morning session) with Lecturer Present a 2 page executive summary with your findings Discuss main case questions Discuss main PE finance concepts including the distress case The presentation and interaction (afternoon session) with the bank or fund Bridgepoint Capital Luis Duarte Head of M & A, Sonae Group Ex - Investment Director, Bridgepoint Capital Ass. Fellow, Said Business School, University of Oxford Luis Mota Duarte has over ten years of M&A experience, both On the buyside and the advisory side across industries and geographies. Since joining Bridgepoint in 2006, he was involved in the acquisition, funding, restructuring and refinancing of several leading European businesses in various sectors. Most recent transactions include the acquisition and funding of Care UK. Prior to joining Bridgepoint, Luis worked for Salomon Smith Barney, Goldman Sachs and GE's European Business Development team. Luis holds an MBA (with distinction) from INSEAD, was Awarded the CFA charter and has an MSC equivalent in Business Management from Universidade Católica Portuguesa. He speaks English, German, Portuguese and Spanish. 13

15 Session Week 7 Corporate M & A Case (Rothschild) The Specifar Case in Greece Pharma sector The Case Sector Healthcare (pharma generics) Target Co in Greece, strong sales presence out of Greece USA based Corporate is looking to acquire it and merge the operations The materials to review and work to prepare (in advance) An Information Memorandum Research reports Capital IQ, Thomson, Bloomberg Guidelines / Questions by Lecturer and Rothschild team Financial historical model & valuation model (template) The analysis (morning session) with Lecturer Present a 2 page executive summary with your findings Discuss main case questions Discuss main accounting, valuation, M & A concepts The presentation and interaction (afternoon session) with the bank or fund Rothschild Dimitrios Iroidis Director, Rothschild Ass. Fellow, Said Business School, University of Oxford Dimitrios is a member of the healthcare team and has been involved in a number of corporate and private equity transactions in Europe. Dimitris has worked on a number of privatisations, private sector sell-side and buy-side mandates as well as corporate restructuring projects such as take private transactions. He joined Rothschild from PWC, where he worked for four years and qualified as a Chartered Accountant. Dimitris graduate in Economics from University of Manchester and received an MPhil in Finance from University of Cambridge. 14

16 Session Week 8 Project & Infrastructure Finance Case (Glennmont) The Case of Solar park in Italy Alternative energy sector The Case Sector Alternative Energy Target Co in Italy UK PE fund is looking to raise project & infrastructure finance The materials to review and work to prepare (in advance) An Information Memorandum Guidelines / Questions by Lecturer and CEP Financial historical and operational model Project & Infrastructure Finance model (template) The analysis (morning session) with Lecturer Present a 2 page executive summary with your findings Discuss main case questions Discuss main project & infrastructure finance concepts The presentation and interaction (afternoon session) with the bank or fund Clean Energy Partners Claudio Vescovo Investment Director, Glennmont Ass. Fellow, Said Business School, University of Oxford Claudio at Glennmont (ex BNP Paribas Clean Energy Partners) covers private equity investments across 4 different Technologies (wind, solar photovoltaic, biomass and small scale hydro) throughout Europe. Prior to joining the fund, he worked in the project finance division of Fortis Bank, covering renewable energy and conventional power projects in Western and Eastern Europe. Claudio joined the bank through the international program for high potentials, which lead him working in several departments of the Group (strategy and business development, risk, principal investments) in the UK, Belgium, Italy and the Netherlands. Claudio began his career At KPMG Advisory in Milan, where he advised financial institutions in strategic decisions and risk management interventions. Claudio holds a Master Degree in Business Administration from the University of Venice, and has worked for one year as a research assistant in Corporate Finance at the University of Trieste. - Glennmont 15

17 Lecturer Profile - Andreas T. Angelopoulos Andreas T. Angelopoulos is the Executive Director of the Private Equity Institute and has been lecturing at the University of Oxford s Saïd Business School since 2011 where he founded and, as a Programme Director, runs the Oxford Chicago Valuation Programme, Oxford Chicago Discussions and the Oxford Finance Lab. Since 2006, he has been an Adjunct Professor at the University of Chicago Booth School of Business, and at Imperial College where he founded the Imperial College PEVCE Private Equity Programme. He has visited, as a lecturer, Skolkovo School of Management in Moscow, Nova Business School in Lisbon, Luiss Business School in Rome, Judge Business School, Cambridge University, CKGSB in China, and Guanghua School of Management, Peking University in China. Andreas has more than 23 years of experience in private equity, entrepreneurship and engineering advising various funds, entrepreneurs or corporates in their investment plans in Europe. He worked with Englefield Capital leading their investment origination activity in South Europe and for Dresdner Kleinwort Benson s principal finance and venture capital division investing in USA and Europe. He started his career working for Commercial Capital, a member of Credit Agricole, investing in growth capital in Eastern Europe having worked before in the area of engineering (real estate and infrastructure) with Bechtel, Dames & Moore and Hochtief ABB J/V in USA and Europe. Andreas holds an MBA from The University of Chicago Booth School of Business (sponsored by Dresdner Bank), a Master of Science from Columbia University School of Engineering in New York City (Gerondelis Scholar) and a graduate 5 year degree, Diploma in Civil Engineering (Structural Engineering & Computational Mechanics) from the University of Patras School of Engineering in Greece. In 2008, Andreas as alumnus and a founding member of Columbia University s SEAS Advisory Committee supported the proposal for the development of a new Center and a Program in Entrepreneurship & Engineering Innovation, as a minor for the engineering student, at Columbia University in New York City. 16

18 Lecturer Contact Details Andreas T. Angelopoulos Executive Director Private Equity Institute Programme Director Oxford Chicago Valuation Programme Oxford Chicago Discussions Oxford Finance LAB University of Oxford Saïd Business School Park End Street, Oxford OX1 1HP United Kingdom Private Equity Institute (PEI) profile: ATA Linkedin - Connect at: 17