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M&A Deal Structures: Key Concepts for Investment Bankers – Wall Street Prep

May 10, 2022 | 1:00 PM - 5:00 PM

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Cvent Transition Guide ⭢

Learn how Mergers & Acquisitions deals are structured

M&A Deal Structures Demystified

There’s probably no area of M&A more challenging than understanding the differences between deals structured as stock sales or asset sales/338 elections. This condensed “Power Session” will demystify these differences and walk trainees through key tax and accounting implications for both the buyer and seller.

CFANY.org: $319Standard Rate: $399

THIS IS NOT AN ACADEMIC EXERCISE. It is taught by experienced M&A professionals with a specific focus on M&A accounting issues typically encountered on the job.

Overview

This boot camp is an intensive instructor-led training program where trainees learn about legal and tax structures in M&A with a specific focus on the differences and contrasting motivations between asset sales and stock sales. We begin with a quick review of purchase price allocation before walking through the different transaction structures and the significant tax and accounting implications of each. We will examine the benefits and considerations of each deal structure to the buyer and seller and analyze how a negotiation can optimize their outcomes. We conclude with a look at the deal structure’s impact on financial models.

Virtual Training Sign-In and Setup

Instructions on signing into this virtual session will be sent to you prior to the event date. Learn about technical details and more at our Virtual Training FAQ.

Schedule

This virtual training session is scheduled for 1-5p (ET). The session will use interactive exercises as learners move back and forth between classroom lecture and small group breakout rooms.

What’s Included?

Comprehensive training materials and unlimited e-mail support for content-related questions for 12 months post-seminar.

Experienced Instructors

Our instructors are all practitioners with years of directly relevant real- world experience and have a passion for teaching. They understand the importance of teaching in a way that empowers students to apply the lessons from the classroom directly on the job.

Cancellation Policy

Participants may cancel up to 3 weeks prior to the event for a full refund. A 20% cancellation fee will apply up to 1 week prior to the event. No refunds will be granted for cancellations made within 1 week of the event. Wall Street Prep reserves the right to cancel the seminar if enrollment is insufficient. Trainees will be refunded in full in the event of a cancellation.

Boot Camp Details

This boot camp is an intensive instructor-led training program where trainees learn about legal and tax structures in M&A with a specific focus on the differences and contrasting motivations between asset sales and stock sales. We begin with a quick review of purchase price allocation before walking through the different transaction structures and the significant tax and accounting implications of each. We will examine the benefits and considerations of each deal structure to the buyer and seller and analyze how a negotiation can optimize their outcomes. We conclude with a look at the deal structure’s impact on financial models.

  • Understand the differences between asset sales (including 338h10 elections) and stock sales.
  • Learn how the different ways to structure a deal creates significant tax and accounting implications for both the buyer and seller.
  • Understand taxation issues, including deferred taxes created by the step-up of asset values.
  • Gain insight into legal considerations in acquisitions.
  • Key learning objectives include:
    • Tax Basis Step Ups in Asset Sale vs Stock Sale
    • Quantifying PV of Acquirer Tax Benefits in Tax Basis Step Up
    • Seller Preferences in M&A Deal Structuring
    • Calculating Target Proceeds in M&A in Asset vs. Stock Sale
    • Taxable Sales: Introduction and Acquirer Perspective
    • Taxable Sales including 338(h)(10): Target Perspective
    • NOLs in M&A
    • NOLs for 80%+ owned subsidiaries
    • Selling S-Corporations and subsidiaries
    • Aggregate Deemed Sales Price (ADSP)
    • Nontaxable Sales
his virtual training session is scheduled for 1-5p (ET). The session will use interactive exercises as learners move back and forth between classroom lecture and small group breakout rooms.

What’s Included

Comprehensive training materials and unlimited e-mail support for content-related questions for 12 months post-seminar.

CPE Credit
Earn 4.5 CPE Credits for this Seminar

CPE logoWall Street Prep is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.nasbaregistry.org.

Experienced Instructors

Our instructors are all practitioners with years of directly relevant real- world experience and have a passion for teaching. They understand the importance of teaching in a way that empowers students to apply the lessons from the classroom directly on the job.

Cancellation Policy

Participants may cancel up to 3 weeks prior to the event for a full refund. A 20% cancellation fee will apply up to 1 week prior to the event. No refunds will be granted for cancellations made within 1 week of the event. Wall Street Prep reserves the right to cancel the seminar if enrollment is insufficient. Trainees will be refunded in full in the event of a cancellation.

Sponsorship Overview

For over 80 years, CFA Society New York—formerly known as New York Society of Security Analysts (NYSSA)—has been a leading forum for the exchange of information among investment professionals. Our mission is to raise standards of practice in the industry for the ultimate benefit of society. Towards that goal, CFA Society New York content is curated by volunteer practitioner interest groups that strive to shape the future of the industry. A bold line exists between the financial support by organizations to maintain the quality of our programming and the selection of speakers who contribute to dialogue in our community. To that end, a ceaseless commitment to transparency is something we consider foundational to our cause.

Please be advised of the following information related to Society sponsorship and support:

Through financial support and other means of in-kind support, each event sponsor, event partner, event co-host and organizational partner of CFA Society New York plays a valuable role in the furtherance of the range of forward-thinking initiatives that underpin the Society’s values, and toward our mission to deliver Society content and programming of the highest quality and standard.

CFA Society New York thanks all of its sponsors, event-related affiliates and organizational partners for helping us continue to shape the conversation of the investment community.

Legal Notice and Disclaimer

CFA Society New York (including its employees and agents) assumes no responsibility for presenters or consequences resulting from the use of information or content of such information presented, including (but not limited to) errors or omissions, the accuracy or reasonableness of factual or scientific assumptions, studies or conclusions, the defamatory nature of statements, ownership of copyright or other intellectual property rights, and the violation of property, privacy, or personal rights of others. The CFA Society New York is not responsible for, and expressly disclaims all liability for, damages of any kind arising out of use, reference to, or reliance on such information. No guarantees or warranties, including (but not limited to) any express or implied warranties of merchantability or fitness for a particular use or purpose, are made by CFA Society New York with respect to such information. CFA Society New York does not endorse, approve, or certify such information, nor does it guarantee the accuracy, completeness, efficacy, timeliness, or correct sequencing of such information. All presentations represent the opinions of the presenters and do not represent the position or the opinion of CFA Society New York or its members. Reference by the presenters to any specific commercial product, process or service by trade name, trademark, service mark, manufacturer, and corporation or otherwise does not constitute or imply endorsement, recommendation, or favoring by CFA Society New York.

CFA Society New York strives to be a community for diverse opinions and differing perspectives, and the views and opinions expressed by speakers, presenters and/or organizers at events do not necessarily state or reflect those of CFA Society New York.

CFA Society New York expects all attendees to comply with CFA Society New York’s Code of Conduct while attending CFA Society New York events or meetings. CFA Society New York expressly reserves the right, in its sole discretion, to grant or deny access to any individual, or to expel any individual from any CFA Society New York event or meeting.

Inclement weather

CFANY reserves the right to cancel or reschedule all in-person events within 48 hours when inclement weather has been forecasted and travel is restricted by city officials.  The program may also be produced solely via livestream in such circumstances.  Please note the cancellation policy regarding refunds and substitutions.

Refunds, Cancellations, and Substitutions

  • 72 HOURS ADVANCED NOTICE OR MORE:
    • Full refund issued
  • WITHIN 48 HOURS OR AFTER EVENT HAS STARTED:
    • No refund

All requests for cancellation or refunds must be sent to cfanyevents@cfany.org.

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CFA Society New York, Inc. (“CFA NY”) is not a Registered Investment Advisor, Broker/Dealer, Financial Analyst, Financial Bank, Securities Broker, or Financial Planner. While CFA NY seeks to present accurate and reliable information, CFA Society New York does not endorse, approve, or certify such information, nor does it warrant or guarantee the accuracy, completeness, efficacy, timeliness, or fitness of such information for any particular purpose. Information presented may or may not be current as of the date of the presentation, and CFA Society New York has no duty to update and maintain the information, reports, or statements made during events.

The information presented is provided for information purposes only, and is not intended to be and does not constitute financial advice, investment advice, trading advice, or any other advice, is general in nature, and is not specific to you.

None of the information presented is intended as an offer or solicitation of an offer to buy or sell, or as a recommendation, endorsement, or sponsorship of any security, company, or fund.