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M&A Deal Structures: Key Concepts for Investment Banking- Wall Street Prep

March 8, 2021 | 1:00 PM - 5:00 PM

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Cvent Transition Guide

Presented by Wall Street Prep, learn how mergers & acquisitions deals are structured

What You’ll Learn

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.

Taught by Experienced M&A Professionals

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.

CFANY.org: $319.20
Standard Rate: $399

Who is this boot camp for?

  • Investment banking and PE analysts and associates
  • Corporate finance and business development professionals
  • MBA students and business undergraduates
  • Anyone looking to get a better understanding of M&A transactions


Please note: Each daily session goes from 9AM – 5PM EST

View Full Syllabus


You will develop a 3-statement model completely from scratch, inputting historical data and assumptions to project out financial statements by selecting, locating, and developing appropriate projection drivers.


Participants learn how to value the company step-by-step, including how to estimate the weighted average cost of capital (WACC) in the real world, how to implement commonly used approaches to calculating terminal value, and how to use data tables to analyze a broad range of scenarios given different assumptions.


Participants will build a merger model in Excel to reflect the pro forma impact of various acquisition scenarios. Key topics covered include a quick test of accretion / dilution in all-stock deals, pricing structures (exchange ratios, collars, “walk-away” rights), purchase accounting, and the step-by-step allocation of purchase price.


This boot camp assumes proficiency in Excel. Enrollment includes access to our popular Excel Crash Course for those who need an Excel refresher.


Enrollment includes lifetime access to the following online course(s): Financial Statement Modeling, DCF Modeling, Comps Modeling, M&A Modeling, LBO Modeling

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.