8 SESSION IN-CLASS COURSE SYLLABUS

a. Introduction of Banker/Instructor
b. Discussion of Syllabus
c. Introduction of Students and their Desired Goals
d. Financial Markets Overview
e. What are the Investment Banks & Private Equity Firms looking for in a potential candidate?
f. SEC Filings, including Annual Reports (10-K) and Quarterly Reports (10-Q)
g. Historical - Income Statement, Balance Sheet and Cash Flow
h. Financial Statement Analysis (Ratio Analysis)

a. Why do we value companies?
b. Difference between Book Value and Market Value
c. Understanding Equity Value vs. Total Enterprise Value (TEV)
d. The three (3) Generally Accepted Valuation Methodologies
i. Discounted Cash Flow Analysis (DCF)
ii. Trading Multiples
iii. Precedent Transactions
e. Spreading Comps
f. Combining all three (3) Valuation Methodologies

a. Uses for a Financial Model on Sell-side and Buy-side
b. Tips for Setting up a Financial Model
c. Spreading Historic Financial Statements
d. Deriving Historic Ratios, Trends and Variables
e. Creating Five Year Projections for Income Statement, Balance Sheet and Cash Flow
f. Debt and Interest Schedule
g. Integration of Projected Income Statement, Balance Sheet and Cash Flow
h. Revolver Modeling
i. Sensitivities on Financial Model

a. Uses for An LBO Model on Sell-side and Buy-side
b. Review of LBO Model Structure
i. Purchase Price Calculations and Considerations
ii. Capital Structure Options / Reviews
iii. Discussion of Typical Financing Sources for LBO
iv. Creation of a Sources and Uses Worksheet
v. Proforma Income Statement, Balance Sheet, Cash Flow
vi. Goodwill Calculation
vii. Integration of Income Statement, Balance Sheet, Cash Flow
viii. Debt and Interest Schedule
ix. Revolver and mandatory / option debt prepayment and impact on returns
x. Returns Analysis - IRR on debt, hybrid instruments and equity investments
c. Sensitivities on LBO model and Return Analyses

a. Uses for a Merger Model
b. How to build a Merger Model
i. Calculation of Equity Value and Purchase Price
ii. Explanation of Consideration used in Purchase (stock, cash, assumed debt)
iii. Discussion of Multiples Paid
iv. Post-Merger Control Issues
v. Synergies and pre-tax Synergies required to Breakeven
vi. Revenue and EBITDA contribution
vii. Proforma Income Statement
viii. EPS Dilution for Acquirer
ix. Discussion of Goodwill and other accounting treatment issues
x. Sensitivities

i. M&A and Private Placement
1. Investment Bank
2. Industry Overview
3. Market Overview
4. Client
5. Valuation
6. Process
7. Buyer/Investor Descriptions
ii. Financing
1. Investment Bank
2. Industry Overview
3. Market Overview
4. Client - Positioning
5. IPO Valuation
6. Marketing
7. Pitch Process
iii. Sell-side Process
1. M&A Process
2. Private Placement

a. Guidelines for resume writing, structured for Investment Banking & Private Equity positions
b. Skills acquired through IBI incorporated on student's resume
c. Top 140 interview questions and questions to ask interviewer
d. Investment Banking & Private Equity specific insight
e. What we looked for when hiring analysts and associates
f. Examples of rewritten resumes, including proper format and style

a. Overview of Distressed Securities

i. What are Distressed Securities
ii. How to Identify and Invest in Distressed Securities


b. Corporate Debt Pricing

i. Bond Math, including Yield to Maturity and Yield to Worst
ii. Difference between Revolver, Term Loans, and Bonds
iii. High Yield Debt Levels and Default Rates
iv. Corporate Debt Pricing during different stages of Distressed Company Cycle, including Credit Deterioration, Recovery, and Restructuring


c. How to get Control of a Distressed Asset

i. Out-of-Court and In-Court Restructuring
ii. Chapter 7, Chapter 11, and Exchange Offers


d. Distressed Assets Financial Modeling, including Leveraged Recapitalizations

i. Creation of a Sources and Uses Worksheet
ii. Pro forma Income Statement, Balance Sheet, Cash Flow
iii. Pro forma Capitalization of the Company
iv. Pro forma Ownership of the Recapitalized Company and Implied Enterprise Value of the Transaction
v. Liquidation Analysis


e. Extensive Leveraged Recapitalization Case Study

i. Background and Situation Assessment of the Company
ii. Objectives of the Recapitalization Transaction
iii. Detailed Analysis of Old and New Capital Structure
iv. Valuation Analysis of the Company
v. Pro forma Ownership of the Recapitalized Company