Financing Structures and Mergers and Acquisitions

Organisation over 20 weeks

Four 5-week blocks (4 weeks of classes, 1 week of assessment). The two course units are taken unchanged from the original degree: same content, same assessments.

• Blocks 1 and 2 (weeks 1 to 10): STF 531 — Financing Structures
• Blocks 3 and 4 (weeks 11 to 20): FUS 532 — Mergers, Acquisitions and Restructuring

STF 531 - Financing Structures

Design the financing of a company or a project: choose the combination of debt, equity and guarantees that makes it fundable, then negotiate it. This is the core of the work of account managers and financing advisers.

Learning outcomes

• Analyse a company's debt capacity and credit risk in the light of lenders' expectations.
• Structure financing combining bank debt, bond issues, equity, quasi-equity and appropriate security interests.
• Design the structure and financial model of a project financing or a public-private partnership contract, and assess its bankability.
• Allocate risks between the parties and negotiate the main terms of a financing.

Content

• Credit analysis: repayment capacity, internal rating, financial covenants and events of default in credit documentation.
• Debt: bank loans, syndicated loans, leasing, bond issues by public offering or private placement, international issues.
• Equity and quasi-equity: private equity, subordinated and mezzanine debt, convertible bonds; shareholders' agreement; OHADA company forms.
• Security interests: Acte uniforme révisé portant organisation des sûretés (Revised Uniform Act on Secured Transactions) (Lomé, 15 December 2010): personal and real security, independent guarantees, regime to be studied on the text.
• Project finance: special purpose vehicle, financial model, debt service coverage ratios, risk allocation, documentation.
• Public-private partnerships: directive n°01/2022/CM/UEMOA (WAEMU directive); loi n°2021-23 du 2 mars 2021 (Public-Private Partnership Contracts Act) and décret d'application n°2021-1443 du 27 octobre 2021 (implementing decree), to be read in their consolidated version; prior assessment and risk allocation.
• Sustainable finance: green and social bonds, sustainability-linked financing.

Assessment: Continuous assessment (30%): credit analysis of a company. Project (70%): structuring file for a project financing or a public-private partnership (financial model, risk matrix, presentation note), defended before a panel simulating a credit committee.

FUS 532 - Mergers, Acquisitions and Restructuring

Carry out the transactions that transform the capital and scope of companies (acquisitions, mergers, disposals, business transfers) and those that turn them around when they are in difficulty. The course unit draws on valuation (EVA 422), structuring (STF 531) and OHADA law.

Learning outcomes

• Carry out the stages of a merger or acquisition: strategy, targeting, due diligence, valuation, negotiation, documentation, integration.
• Choose the legal form and financing of a transaction: merger, demerger, partial transfer of assets, share sale, leveraged buyout.
• Diagnose a company in difficulty and draw up a financial restructuring plan.
• Assess the appropriateness of an OHADA preventive or collective insolvency procedure and analyse its effects for creditors and shareholders.
• Coordinate legal, accounting and tax advisers and negotiate with stakeholders.

Content

• External growth and value creation; types of transaction; transfer of family businesses.
• Process: letter of intent, due diligence (financial, legal, tax, employment, environmental), share purchase agreement, asset and liability warranty.
• Law of transactions: merger, demerger and partial transfer of assets, to be studied on the Acte uniforme relatif au droit des sociétés commerciales et du groupement d'intérêt économique (Uniform Act on Commercial Companies and Economic Interest Groupings) (revised on 30 January 2014); transactions involving listed companies and the role of the AMF-UMOA (regional financial markets authority), to be studied on its texts.
• Acquisition financing: acquisition debt, leverage, payment in shares; dispute resolution through arbitration before the CCJA (Common Court of Justice and Arbitration).
• Financial restructuring: diagnosis of difficulties, debt renegotiation, debt-to-equity conversion, asset disposals.
• Acte uniforme portant organisation des procédures collectives d'apurement du passif (Uniform Act on Insolvency Proceedings) (Grand-Bassam, 10 September 2015): conciliation, preventive settlement, judicial reorganisation, liquidation of assets, procedures and conditions to be studied on the text.
• Accounting and tax implications of restructuring, in connection with CPT 413 and FIS 424.

Assessment: Continuous assessment (40%): financial restructuring note for a company in difficulty. Project (60%): acquisition file (valuation, structure, main terms) and simulated negotiation, assessed against a rubric.

Career opportunities

Corporate account manager, financing and mergers and acquisitions adviser, financial restructuring analyst.

At your own pace: the self-paced pathway

In a class, this certificate takes 20 weeks, on the cohort's dates. On the self-paced pathway, you start whenever you like, online, and progress at your own pace. The price is the same.

Admission

Bachelor's degree in finance, management or economics, or equivalent experience of corporate finance assessed on application; command of the basics of financial analysis and business valuation. Admission based on application; detailed requirements set by the school.

The credits you earn are recognised without further assessment if you later join the programme they come from, Professional Master's degree in Financial Engineering, within a period set by the certificate regulations.