Pro M&A and Private Equity: Course Overview

Short Course
Pro M&A and Private Equity

Mua Bán Sáp Nhập Doanh Nghiệp và Đầu Tư Vốn Tư Nhân chuyên nghiệp
Lecturer: Tai Tran
Course Overview
This course trains fresh professionals for working in the prestigious Private Equity and M&A industry.
The course is delivered in English.
Course Learning Outcomes

After learning this course,
1. Learners can extend career opportunities in Private Equity investment funds, Investment Banks,
and Corporate Financial Management.
2. Learners will have possessed sufficient knowledge and skills to discuss M&A and Private Equity
investments with business owners and financial advisors.
3. Learners who are business owners can initiate M&A or equity funds raising.
4. Learners will have acquired knowledge not available in the Master in Finance and CFA
Curriculum.
Duration
The course is structure to 12 sessions, each session lasts 3 hours.
Typical session: 9am to 12pm, 1pm to 4pm, weekend. Specific schedule is subject to the centre's
allocation.
Delivery Mode
In class in Ho Chi Minh City, and Hanoi.
The class is interactive, learner-centric, activity-based, and case study-based.
Each session is tailored to match learners' needs, career intention, and background.
Syllabus
Session Topic Intended Learning Outcomes

1 Business Analysis,  Analyze business models, business efficiency, strategy
Synergy Creation, efficiency, competition competencies.
Quantitative  Life cycle of products and firms.
Methods  Answer the question: why invest.
 Identify Synergy between entities in an M&A deal, a Private
Equity deal.
 Recent / on-going case studies: firms in Vietnam.
 Quantitative methods for Finance.
2 Financial Statements  Read, understand, and evaluation: Income Statement,
Analysis Balance Sheet, Cash Flow Statement, Notes.
 Calculate and analyze firm efficiency from financial
statements.
3 Forecast  Forecast firm performance, which make the premise for
investments, acquisitions, and mergers.
 Financial Modeling on Excel. Optional: programming.
4 Valuation  Methods for valuing firms: Comparables, Discounted Cash
Flows.
 What to select for: beta, risk-free rate, risk premiums,
discount rate, terminal values.
 Valuing Derivatives in Private Equity transaction.
5 Buyer Process  Best practice: What investment funds typically do in a deal.
 Due Diligence
o Financial DD
o Legal DD
o Personnel DD
o Commercial DD
o Compliance DD
o Security DD
o Environmental, Social Responsibility, Community
Relations, Anti-Bribery and Corruption DD
 Deal structuring, investment instruments selection,
derivatives embed.
 Negotiating with business owners.
 Terms and conditions.
 Investing in Vietnam vs. South East Asia.
 Red flags and pitfalls of investing in emerging markets,
particularly Vietnam.
 Case studies: Vietnam law vs. Singapore law vs. British
common law.
6 Seller Process  Best practice: What business owners, CFO, Chief Accountant
do in a deal.
 Selecting suitable investors.
 Negotiating with investors.
 Corporate Finance. Legal aspect of Corporate Finance.
7 Advisors' Process  Best practice: What Investment Banks and Financial Advisors
typically do in a deal.
 Client management.
 Composing Share Subscription Agreement.
 Composing Share Purchase Agreement.
 Composing Shareholders' Agreement.
8 Private Equity vs.  How Public Equity market affects Private Equity market, and
Public Equity vice versa.
9 Divestiture, LBO,  Divesting businesses
MBO, Corporate  Mechanism of Leverage Buyout, Management Buyout.
Governance, Hostile  Hostile Takeovers techniques.
Takeover Defense  Hostile Takeovers defense techniques.
10 Current Issues in  Issues in Corporate Governance.
Private Equity, M&A  Quantitative Methods.
 Capital flows.
 Fintech.
 Financial Engineering.
 Data Analytics for Finance.
 Artificial Intelligence and Machine Learning affecting the
workforce.
11 Presentation  Learners to present their deals.
 Submission of written assessment.
12 Assessment  Lecturer to provide feedback on Assessment to each student
Feedback, Course group.
Revision  Revise course content.
 Brainstorm: Alumni network and how to support one
another after graduation.
Assessments
The course requires one major assessment.
Learners to form groups of at least 2 members and maximum 5 members. Individual submissions are
accepted, but not recommended.
Before beginning of Session 11, learners are to submit the following documents:
1. A Due Diligence report.

2. Valuation models for the investment.
3. Termsheet.
4. Share Purchase Agreements.
5. Shareholders' Agreements.
6. Resolution of the Board of Directors or General Shareholders Meeting.
7. Meeting minute of the Board of Directors or General Shareholders Meeting.
During Session 11, learner groups will present their deal to the class. Each presentation is given a 20-
minutes slot. Presenters can use PowerPoint, presentation technologies. However, PowerPoint is not
required.
Learners will receive face-to-face feedback on the assessment from the lecturer during Session 12.
Lecturer: Tai Tran

Lecturer profile: https://massey.edu.vn/staff/tai-tran/
PEDAGOGICAL EXPERIENCE
Prior to Massey, Tai Tran taught Finance courses for the MBA program at RMIT and Master in Finance at
University of New South Wales. In RMIT, Tai received Teaching Award in 2017, consistently scoring 94-
95% student satisfaction. He led EdTech programs and deployed technology for learning activities for
students. Tai was a Corporate Trainer at DXC Technology, a technology firm listed on New York Stock
Exchange.
INDUSTRY EXPERIENCE
Tai is currently Chief Investment Officer at STI, where he manages investments in 20+ companies across
Southeast Asia. Tai manages capital structure and strategic deployment for STI firms in: Education,
Media, Advertising, Job Services, Automobile, Real Estate, Retail, Beauty Service, Technology, Financial
Services, Data Analytics, Artificial Intelligence / Machine Learning.
Textbooks
To get the best out of the course, students are strongly recommended to read the following books:
1. Claudia Zeisberger et al, Mastering Private Equity: Transformation via Venture Capital, Minority
Investments and Buyouts.
2. Patrick A. Gaughan, Mergers, Acquisitions, and Corporate Restructurings.
3. Krishna G. Pelepu & Paul M. Healy, Business Analysis and Valuation.
Other reading materials will be provided in class.

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Short Course

Pro M&A and Private Equity

Lecturer: Tai Tran

Course Learning Outcomes

The class is interactive, learner-centric, activity-based, and case study-based.

Session Topic Intended Learning Outcomes

1. A Due Diligence report.

Lecturer: Tai Tran

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