March 11th - 13th 2013 R adisson Blu, Dubai. Please, consider NOT to include this page in the printed version in order to preserve the environment

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1 March 11th - 13th 2013 R adisson Blu, Financial Modelling MASTERCLASS Please, consider NOT to include this page in the printed version in order to preserve the environment

2 Financial Modelling MASTERCLASS Overview This course is designed for people who would like an opportunity to practise and improve their ability to model cash flows in Excel. The course is conducted in a work shop format, with the emphasis on learning by doing. Taught by an experienced corporate finance advisor, this is a highly practical course that explores the application of financial modelling to real-life transactions. The course covers: Cash flow modelling DCF modelling Buy out modelling Scenario analysis Guidelines for good modelling practice Excel tips and tricks How it works During the programme delegates create a cash flow model from scratch. Delegates are guided through a complete model build up and are shown all the steps they need to take. All through the course plenty of guidance and help is given by the course instructor. Case work relevant to the training group: as part of their work on this course delegates work with their colleagues to build up their own integrated financial statement model, using a local case study chosen before training by class participants. As part of their work on the course, starting from a blank spreadsheet, delegates create a full set of forecast financial statements for the business. Delegates can then choose a scenario to see how the business performs under stress and, for example, how key financial ratios and bank covenant tests change with a change in circumstances. At the end of the course participants will have a record of their own work and a permanent record of the steps they have taken to create their own cash flow model The three days is designed to provide participants with the tools they need to continue with their own modelling efforts as they return to their workplace. To register, contact: Matthew Kalman, Project Manager Tel: Fax: matthew.kalman@mihacademy.com Our philosophy naseba comes from the Japanese expression naseba naru, which when translated means: When there is a will there is a way. The word naseba can literally be translated as: If you make it happen. naseba is all about creating opportunities for success. Each of our Make it Happen courses gives professionals from different industries new skill sets, strategies and techniques so they can make it happen.

3 Tr ainer s profile Trainer: An experienced corporate finance practitioner who teaches and conducts speaking engagements internationally Substantial career as head of the corporate finance division of Deloitte In the last year, Mark s training has seen him working with experienced personnel from well-recognised institutions based in Western Europe, the Far East and the Middle East. Mark has, for example, conducted technical corporate finance training with managers from firms such as Ernst & Young in London, Linklaters law firm, ING in London and the Netherlands, Siemens Financial Services in Germany, National Bank of Abu Dhabi, Abu Dhabi Investment Authority, Standard Bank in Singapore, and Old Mutual in South Africa. Mark Robson Regular trainer of staff from top accounting, legal and banking firms, as well as staff from sizeable commercial enterprises both locally and internationally Mark Robson is a very experienced corporate finance practitioner who teaches and conducts speaking engagements internationally. He has spent approximately half his career with the corporate finance division of big 4 accountant Deloitte. Mark trains with dry humour and energy, inviting participation and discussion, and with high expectations of what delegates are likely to achieve on a course. Be prepared for flourishing marker pens, practical exercises based on real-life situations (similar to those Mark has faced in his transaction work) and lots of interaction. Death by powerpoint this is not! Prior to Deloitte, Mark s experience was in house, working for large diversified industrial businesses on project finance transactions in the energy sector and levered acquisitions, including working with the investment banks doing business with his departments. Relevant experience for Mark includes advising clients (including London private equity firms) on topics such as valuing and structuring bid targets, bond financing, investment appraisal and target valuation, as well as detailed modelling and structuring of infrastructure and other leveraged investments. Mark is based in the UK (where he used to head Deloitte s corporate finance department) and still regularly works with owner managed and fast growing businesses, as well as larger businesses buying or selling subsidiaries. Mark regularly trains staff from top accounting, legal and banking firms, as well as staff from sizeable commercial enterprises both locally and internationally. To register, contact: Matthew Kalman, Project Manager Tel: Fax: matthew.kalman@mihacademy.com

4 Why Attend: The course is dynamic, interactive and the programme is focused on re-education. Learn from a leading trainer who has strong financial, educational and commercial background. Take away tools: This course is designed to be thought provoking and provides you with an action framework appropriate to your job role. You learn and develop many skills and strategies to aid the growth of your business. Content: The main objective of this intensive three-day course and its modules is to equip you with the insight and skills necessary for professional development. The course is designed to provide participants with the tools they need to continue with their own modelling efforts as they return to their workplace. Pre course questionnaire: Prior to the training programme you are required to complete a short pre-course questionnaire which gives us the opportunity to tailor the course to your requirements. Networking: MiH Professional Training Academy pays close attention to enhancing client networks. Our agenda includes networking breaks and lunches to enable interaction with the trainer and other attendees. Reputation: naseba has substantial experience in organising top business events. Excellence, the highest-quality professionals and the presentation of superior networking opportunities are our guiding principles. Certificate of attendance: All delegates receive a MiH Professional Training Academy certificate at the end the course - personally signed by the trainer. Individual needs: An emphasis on individual needs and challenges allows for practical solutions to real-life scenarios.

5 AGENDA Day one: Core Model and Build Up Planning assumptions Obtaining source data Coding inputs Structuring assumptions and anticipating scenario analysis Modelling and formatting best practice Good model structure and design Modelling exercise: delegates are introduced to a case study and a set of financial statements which serves as a starting point for creating their own model Scenario analysis Modelling scenarios - what s the best way to run scenarios? Building a model framework that will accommodate multiple scenarios Instant scenario switching with drop down boxes How can we stress test the model? Modelling exercise: delegates vary their model so that it can accommodate multiple scenarios Starting to forecast the income statement Starting to forecast the P&L from key assumptions How far can we progress? What s stopping us from continuing? Key drivers for modelling Key ratios driving the forecast Drivers on revenues and costs Sources of data Modelling exercise: delegates add to their model and forecast out the income statement as far as pre-tax earnings Modelling fixed assets Forecasting assets Key drivers on asset intensity Capital expenditure Depreciation Forecasting depreciation Modelling exercise: delegates analyse and forecast fixed assets, depreciation and capital expenditure Completing the balance sheet Key drivers for balance sheet items Which creditors can we stretch, and by how much? How quickly can we collect debtors? Forecasting the balance sheet Impacts on cash flow Is growth good? Linking to other statements Balancing the balance sheet Modelling exercise: delegates use their model to forecast a balance sheet for the case study Modelling debt Forecasting a simple debt schedule Linking to other statements Tools for resolving circularity Setting debt pay-down Modelling exercise: delegates forecast a debt paydown schedule for their case study Day Two: Getting to Cash Flow, applying a model in DCF valuation Cash flow Modelling and presenting the cash flow statement Key linkages to other statements Forecasting cash flow to equity Forecasting unlevered cash flow Modelling exercise: using their model, delegates forecast levered and unlevered free cash flow Using the model in a DCF valuation Sources for beta estimates Obtaining a peer group Obtaining interest rates The world s other quickest ever course in DCF valuation theory Composition of WACC Asset beta vs equity beta, the simpleton s guide Calculating terminal values Remember enterprise vs. equity value? Routes to shares valuation using DCF Modelling exercises: delegates take unlevered free cash flow from their model and apply it in a valuation of their case business. They calculate WACC, discount cash flows, include a terminal value and calculate enterprise value and shares value. Advanced groups calculate NPV and IRR for an imaginary deal. Determining debt capacity and structuring debt Clear, simple and concise explanation of different debt instruments Senior debt High-yield debt Mezzanine Payment-in-Kind Understanding the nature of different financial instruments and risk profiles Modelling waterfall structures Estimating and optimising debt capacity Modelling exercise: delegates look at debt structuring work completed by a major investment bank.delegates work together to do a better job of modelling a complicated debt structure.how can this work be used to test debt capacity for the transaction? Day three: Modelling a new deal; buy out modelling Developing deal structure - sources & uses of funds Developing a first cut debt structure Calculating refinancing needs The role of working capital and extra cap ex requirements Typical financing and transaction fees Determining the equity gap The impact of equity rollover The impact on the model: calculating goodwill and the pro-forma balance sheet Modelling exercise: participants develop their own deal structure for a transaction conducted by the case business Consolidating accounts Acquisition modelling - consolidating accounts Key adjustments Working from the post-acquisition balance sheet How to model and consolidate accounts Modelling pro-forma accounts Modelling de-mergers, spin offs and disposals Disposals of assets Disposals of equity Modelling pro-forma accounts post acquisition Modelling exercise - consolidated accounts: participants build a structure for the target acquisition and analyse the impact of the form of consideration Financing alternatives: equity How do private equity firms value businesses and measure returns? What is the role of equity instruments in the deal structure? How does structuring equity affect the returns to the various parties? The impact of loan stock and preference shares The impact of mezzanine Iterating to optimise rewards to key participants Iterating around value Rewards to the various parties (institutional equity, management, debt) Finalising a buyout model: Delegatesare required to modify the equity structure for their deal. This involves creating an output sheet for their model containing key outputs including credit statistics and returns to equity.the case-study also addresses the following points: How can the deal be modified to become do-able? How much debt capacity does the deal have? When do returns to the equity sponsor deteriorate to the point where they walk away and leave the bank with the deal? Delegates refine their model to make sure it flexes correctly and there is no unusual output.

6 TESTIMONIALS: ABOUT MIH PROFESSIONAL TR AINING ACADEMY AND NASEBA: I would highly recommend engaging Mark Robson for any training with regards to corporate finance. I attended a course he held in July 2011 on M&A Modelling and it exceeded my expectations. Manager, Cisco Systems Best course ever on this subject! FP&A Manager, Christie s The Trainer Mark provided us with a wealth of insight into Modelling Manager, Mubadala Development Company Mark has an exceptional handle on the material and can deliver it in a practical and intelligent manner. It is very clear that Mark is a professional at all levels, with a wealth of knowledge and a genuine enjoyment in his work. The course was easy to understand and the materials are easy to use and relevant for your work the very next day. Moreover, Mark delivers the course with efficiency, wit and professionalism. Credit Manager, Cisco Systems MiH Professional Tr aining Academy naseba established the MiH Professional Training Academy in November In a short period of time we have already helped over 1,000 professionals throughout the Middle East and Asia improve their skills and knowledge. To ensure the programme you re attending is tailored to your requirements, we consult you prior to the course. This enables the agenda and specific subjects to be matched against your needs and objectives. Attendees of MiH courses profit from increased knowledge - plus enhanced managerial and specific professional skills. We only work with the very best trainers, meaning you benefit from the most up-to-date industry strategies, topics and course material. As a training provider we constantly monitor the quality of the courses we deliver. Our mission is to enable you, your colleagues or employees to achieve your corporate and professional goals - both now and in the future. naseba naseba produces, promotes and hosts business summits, professional training courses and business exhibitions targeting executive level attendees across multiple vertical industries Each event is focused on re-education, networking and creating a deal-flow platform for all participating organisations. Whether the deal is raising capital, vendor sales contracts or sourcing a strategic partner, naseba provides clients with an unprecedented, high-roi environment for conducting business. An in-house team of experts conduct extensive research in conjunction with recognised thought leaders to ensure that all events are relevant, timely and at the forefront of market and industry trends. In-house Training The MiH Professional Training Academy offers in-house training for businesses that have more than 5/6 employees requiring training in a particular area or subject. Training courses can be designed specifically to your requirements and all trainers are able to tailor their courses specifically to your industry or job function. If you would like further information on in-house training please contact: Karin Gabriel Tel: karing@naseba.com At naseba, we make it happen. For more information about naseba and MiH upcoming training events visit Investment in this course on request by phone: or by matthew.kalman@mihacademy.com

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