SCDE
Certified Separation, Carve-Out and Divestment Expert

• Deal types: What are the different types of transactions that you can use in M&A? There is a whole range of deal types and deal continuum that we look at, e.g. the full spectrum from minority stakes to full acquisitions, various ways to arrange a merger, leveraged buy outs (LBOs), initial public offerings (IPOs), divestitures, spin-offs, equity carve-outs-
• M&A Process: The program covers both perspectives from a buyer’s perspective (buy side) and from a seller’s perspective (sell-side). We explore how to seek buyers or potential targets (long list & short list) and how to run a sale in various ways (negotiations and auctions).
• Strategies for M&A: We dive into the strategies for Mergers & Acquisitions. How can you create competitive advantage through M&A, divestitures and equity alliance?
• M&A Negotiation: How can you prepare for the negotiation phase? What are ways to arrange a value creating deal?
• Introduction to Due Diligence: How do you prepare for and execute a smart Due Diligence to assure value creation? What are the different areas that can be covered in the Due Diligence process?
• Success Factors in Transactions: We explore the success factors and key challenges and mistakes to avoid. Which M&A tactics work in which industries?
• Takeover Strategies and Defence Tactics: How can you prepare your company against a hostile takeover attempt and reduce potential threats? Which are the defence mechanisms that you can put into place and how affective are they? Which ways exist to acquire a business successfully in a hostile way

• Strategic Importance of Divestments in Business – Why Divest?
• Portfolio Management
• Understanding Divestments: Definitions and Types

1. Equity Carve Outs
2. Complete Full Sale
3. Spin-Offs

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• Case Study Examples of All Deal Types
• Reviewing the Entire Divestment Lifecycle
• Developing a Divestment Strategy
• Identifying non-core business units

• Preparing a Business for Sale: Key Steps to Optimise Value
• Identifying Value Drivers
• How to Value a Company/Business Unit for Sale
• How to prepare and execute the Sell-Side Due Diligence Admin (e.g., Working with Data Rooms and Information Requests)
• Communicating Across the Sale Process
• The Role of External Advisors
• The Role and Set-up of the Separation Management Office (SMO)
• Building a Divestment Playbook: Key Elements
• Marketing a Company/Business Unit for Sale
• Teaser and CIM Development
• Identifying Potential Buyers

Legal Documents

• NDAs
• Letter of Intent – Key Considerations
• SPA – Key Considerations (Including Reps, Warranties, and Indemnities)

Legal and HR Issues

• Identifying Legal Issues Associated with Divestments
• HR Activities Required During a Divestment
• Minimising Employee Disruptions: Best Practices
• Addressing People Issues During Divestments

Financial and Accounting Issues

• Key Financial and Accounting Issues in the Sell-Side Process
• Financial Reporting and Compliance

Transition Services Agreements (TSA)

• Overview of TSAs and Structuring
• Managing TSA: Challenges and Solutions
• Negotiating TSAs
• Change Management Considerations

Optimisation Strategies

• Rebranding Problems and Solutions
• Disentangling IT and Highly Integrated Shared Services
• Challenges from the Buy-Side