M&A FINANCIAL DUE DILIGENCE TRAINING COURSE

COURSE OVERVIEW

M&A Financial Due Diligence is a comprehensive professional training programme designed to equip finance professionals, investment bankers, private equity professionals, corporate executives, accountants, financial analysts, transaction advisors, auditors, and business consultants with advanced practical skills for conducting rigorous financial due diligence in mergers and acquisitions. The programme examines the financial, commercial, operational, accounting, tax, cash flow, working capital, debt, and earnings dimensions of an acquisition target. Participants will learn how to investigate historical financial performance, assess the quality of earnings, validate management projections, identify financial risks, uncover hidden liabilities, evaluate normalized EBITDA, analyze working capital requirements, and determine the financial implications of a proposed transaction.
The course provides detailed coverage of M&A due diligence, acquisition due diligence, financial due diligence process, quality of earnings analysis, EBITDA normalization, revenue analysis, working capital analysis, cash flow due diligence, debt and debt-like items, net debt analysis, financial forecasting, management accounts, accounting policies, financial controls, contingent liabilities, off-balance-sheet exposures, tax exposures, and transaction risk assessment. Participants will learn how to analyze historical financial statements and convert accounting information into decision-useful transaction insights. The training also addresses the identification of unusual transactions, one-off items, aggressive accounting practices, revenue recognition risks, customer concentration, supplier dependencies, and other factors that can materially affect acquisition valuation.
A major component of the programme focuses on translating due diligence findings into M&A valuation, purchase price adjustments, transaction structuring, negotiation strategy, deal protection, and post-acquisition planning. Participants will learn how financial due diligence affects enterprise value, equity value, purchase price, completion accounts, locked-box mechanisms, working capital targets, net debt adjustments, earn-outs, warranties, indemnities, and transaction terms. Practical exercises will demonstrate how due diligence findings can change an acquisition price, influence financing requirements, identify transaction risks, and support more effective negotiation between buyers and sellers.
Through practical financial statement analysis, quality of earnings exercises, cash flow reviews, working capital diagnostics, debt analysis, financial modelling, red-flag identification, transaction case studies, and simulated due diligence reporting, participants will develop the ability to produce clear and commercially relevant M&A financial due diligence reports. The programme enables organizations to improve acquisition decision-making, reduce transaction risks, strengthen investment analysis, protect shareholder value, enhance negotiation capability, and ensure that acquisition decisions are based on reliable financial evidence and realistic financial assumptions.

COURSE OBJECTIVES

By the end of the training, participants will be able to:

1. Explain the objectives, scope, and methodology of M&A financial due diligence.
2. Conduct comprehensive financial due diligence on acquisition targets.
3. Analyze historical financial statements and management accounts.
4. Perform detailed Quality of Earnings and EBITDA normalization analysis.
5. Assess working capital, cash flow, net debt, and debt-like items.
6. Identify financial, accounting, tax, and transaction-related red flags.
7. Evaluate management forecasts, financial projections, and business assumptions.
8. Translate due diligence findings into purchase price and transaction adjustments.
9. Prepare professional financial due diligence findings and executive reports.
10. Apply due diligence insights to M&A negotiation, valuation, and transaction decisions.

ORGANIZATION BENEFITS

1. Improved acquisition decision-making and transaction risk assessment.
2. Stronger financial due diligence and investment analysis capabilities.
3. Better identification of hidden liabilities and financial risks.
4. Improved understanding of sustainable earnings and normalized EBITDA.
5. Enhanced purchase price negotiation and transaction structuring.
6. More accurate assessment of working capital and cash flow requirements.
7. Reduced risk of overpaying for acquisition targets.
8. Improved quality of financial information used in M&A decisions.
9. Stronger post-acquisition financial planning and integration.
10. Enhanced protection of shareholder value and investment returns.

TARGET PARTICIPANTS

This course is designed for Chief Financial Officers, finance managers, investment bankers, private equity professionals, venture capital professionals, corporate finance professionals, accountants, auditors, financial analysts, investment analysts, transaction advisors, M&A professionals, business valuation specialists, corporate strategy managers, treasury professionals, management consultants, tax professionals, legal and commercial advisors, business development managers, and senior executives involved in mergers, acquisitions, investment transactions, corporate restructuring, and financial due diligence.

COURSE OUTLINE

MODULE 1: M&A FINANCIAL DUE DILIGENCE FUNDAMENTALS

1. Purpose, objectives, scope, and principles of financial due diligence
2. M&A transaction lifecycle and due diligence process
3. Buyer-side versus seller-side financial due diligence
4. Due diligence information requirements and data rooms
5. Financial due diligence workplans, procedures, and documentation
6. Identification and prioritization of transaction risks
   General Case Study: An investment company establishes a financial due diligence workplan for the proposed acquisition of a manufacturing business, identifying key financial information requirements, risk areas, management interviews, and transaction priorities.

MODULE 2: QUALITY OF EARNINGS AND FINANCIAL PERFORMANCE ANALYSIS

1. Historical revenue and profitability analysis
2. Quality of Earnings (QoE) assessment
3. EBITDA normalization and adjustment analysis
4. Recurring versus non-recurring income and expenses
5. Revenue recognition, customer concentration, and earnings sustainability
6. Identifying aggressive accounting practices and earnings manipulation risks
   General Case Study: A buyer discovers that a target company's reported EBITDA includes significant one-off income and unusually aggressive revenue recognition, resulting in a revised normalized EBITDA and lower acquisition valuation.

MODULE 3: WORKING CAPITAL, CASH FLOW AND NET DEBT DUE DILIGENCE

1. Historical working capital trends and seasonality
2. Working capital normalization and target-setting
3. Cash flow generation and conversion analysis
4. Net debt, debt-like items, and cash-equivalent assessment
5. Off-balance-sheet liabilities and contingent obligations
6. Purchase price adjustments based on working capital and net debt
   General Case Study: During the acquisition of a distribution company, due diligence identifies abnormal inventory levels, overdue receivables, supplier financing, and unrecorded debt-like obligations that materially affect the completion accounts and purchase price.

MODULE 4: FORECASTS, FINANCIAL MODELLING AND TRANSACTION ASSUMPTIONS

1. Assessment of management budgets and financial forecasts
2. Revenue growth, margins, operating cost, and cash flow assumptions
3. Forecast accuracy and historical performance comparison
4. Scenario analysis, sensitivity analysis, and downside modelling
5. Capital expenditure, financing requirements, and liquidity forecasts
6. Challenging management assumptions and identifying forecast risks
   General Case Study: An acquisition target forecasts rapid revenue growth following expansion into new markets. Due diligence compares the forecast against historical performance, market capacity, customer contracts, staffing requirements, and capital expenditure needs.

MODULE 5: ACCOUNTING, TAX AND FINANCIAL RISK ASSESSMENT

1. Accounting policies and financial reporting quality
2. Tax exposures, deferred tax, and tax compliance considerations
3. Accounts receivable, inventory, provisions, and liabilities
4. Related-party transactions and unusual financial arrangements
5. Contingent liabilities, litigation exposures, and guarantees
6. Financial controls, reporting weaknesses, and transaction red flags
   General Case Study: A cross-border acquisition reveals related-party transactions, unresolved tax exposures, inadequate provisions, and financial reporting inconsistencies requiring further investigation before transaction completion.

MODULE 6: DUE DILIGENCE REPORTING, VALUATION AND DEAL NEGOTIATION

1. Translating due diligence findings into valuation implications
2. Purchase price adjustments and completion mechanisms
3. Enterprise value, equity value, and transaction reconciliation
4. Due diligence findings and M&A negotiation strategy
5. Executive due diligence reporting and risk prioritization
6. Integrated M&A financial due diligence simulation
   General Case Study: A buyer uses due diligence findings on normalized EBITDA, working capital, net debt, tax liabilities, and contingent obligations to renegotiate the acquisition price and strengthen transaction protections.

GENERAL INFORMATION

1. Customized Training: All our courses can be tailored to meet the specific needs of participants.
2. Language Proficiency: Participants should have a good command of the English language.
3. Comprehensive Learning: Our training includes well-structured presentations, practical exercises, web-based tutorials, and collaborative group work. Our facilitators are seasoned experts with over a decade of experience.
4. Certification: Upon successful completion of training, participants will receive a certificate from Foscore Development Center (FDC-K).
5. Training Locations: Training sessions are conducted at Foscore Development Center (FDC-K) centers. We also offer options for in-house and online training, customized to the client's schedule.
6. Flexible Duration: Course durations are adaptable, and content can be adjusted to fit the required number of days.
7. Onsite Training Inclusions: The course fee for onsite training covers facilitation, training materials, two coffee breaks, a buffet lunch, and a Certificate of Successful Completion. Participants are responsible for their travel expenses, airport transfers, visa applications, dinners, health/accident insurance, and personal expenses.
8. Additional Services: Accommodation, pickup services, flight booking, and visa processing arrangements are available upon request at discounted rates.
9. Equipment: Tablets and laptops can be provided to participants at an additional cost.
10. Post-Training Support: We offer one year of free consultation and coaching after the course.
11. Group Discounts: Register as a group of more than two and enjoy a discount ranging from 10% to 50%.
12. Payment Terms: Payment should be made before the commencement of the training or as mutually agreed upon, to the Foscore Development Center account. This ensures better preparation for your training.
13. Contact Us: For any inquiries, please reach out to us at training@fdc-k.org or call us at +254712260031.
14. Website: Visit our website at www.fdc-k.org for more information.