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Serge Vidal

 

Serge Vidal has delivered courses for leading financial institutions in the City of London and around the world, in the areas of corporate finance, valuation (industrials and banks), financial modelling, M&A, LBO, financial accounting, capital markets, bank regulatory capital, financial risks, both in English and French.

Serge began his career as a Credit Analyst at Banque Continentale in Luxembourg, where he conducted credit analyses for short and long-term credits and participations in loan syndications. He then worked as a Senior Auditor for Deloitte & Touche in Luxembourg, auditing and preparing financial statements for a variety of banks, insurance, investment funds, venture capital and commercial companies. 

Serge continued his career in investment banking at Citigroup (ex-Salomon Smith Barney) in London and New York where he worked on a variety of M&A, LBO and debt offerings, mainly for financial services clients. Serge was involved in the EUR 20 billion public offer of Crédit Lyonnais by Crédit Agricole, one of the largest European banking transactions.

Serge then worked as a Vice-President in the internal M&A department of Barclays Bank in London where his experience included the acquisition of ABSA, one of the leading South African banks, the purchase of ING Private Banking in France and the failed acquisition of Banco Atlantico in Spain.

Serge served for several years as Senior Director in the investment banking department of Commercial International Bank (CIB), the largest non-government bank in Egypt, where he has successfully completed several transactions including two sell-side M&A, one follow-on equity offering and a delisting.

Since his return to London in 2012, Serge founded and manages a corporate finance consultancy providing M&A advice (including managing entire sell or buy-side processes or specific parts of a transaction) as well as financial training to leading investment banks and financial services companies across EMEA in both English and French in the above-mentioned fields.

Serge has an MBA in Finance from the Kellogg School of Management in Chicago and a Bachelor of Science in Finance from the International Management Institute in Paris. 

Agenda

 

IPO and Equity Markets

 

Course Description 

 

This three-day training covers the main characteristics of Equity Capital Markets. Participants will start by covering the main functions of the capital markets, including the key players, markets, banks and investors. Using real life case studies, they will go through in detail Initial Public Offerings including drafting the prospectus, the roadshow, the book-building, pricing, allocation of shares and price stabilisation mechanisms. Participants will discuss the different types of follow-on offerings, namely private placements, accelerated book-buildings and rights issues as well as public takeovers. Finally, participants will review equity valuation in the context of an IPO pricing and share allocation.

 

Course Methodology 

 

The course will be delivered in a highly interactive, participative way, involving many activities and exercises, thereby ensuring maximum learning and integration of the learning points into the workplace, when the participants return to their regular roles. 

Day One

 

Session 1 

Capital Markets Fundamentals

 

In this session participants will cover the main functions of the capital markets. Most importantly, the key players, banks and investors are covered in detail. Participants will then examine the life of a corporate and review the funding options

 

• What financial markets do?
• Who are the major players?
• Domestic and international capital markets
• Debt versus equity
• Primary versus secondary market
• Distinguishing between retail, corporate and investment banking 
• Buy side versus sell side
• League tables, equity underwriting
• Where transactions take place: Exchanges vs. OTC vs. ECNs
• The buy-side industry/investors 
• Active vs. passive investment management
• Placing an order

 

Session 2

Equity Products

 

In this session we introduce the different types of equity, their description and significance 

 

• Ordinary shares

• Authorised, issued, outstanding and free float
• With one voting rights or ith different voting rights
• “Cum-div” and “ex-div” price
• Corporate governance

• Preferred stocks
• Equity warrants
• Convertible debt

• Issuer motivation and investor base
• Bond floor and option value
• Issuer call

 

Session 3

Equity Capital Markets

 

In this session we introduce equity markets and products. We will drill down on the characteristics of equity and equity valuation. We will introduce the life-cycle of equities. We will also look at the differences between primary and secondary shares and primary and secondary markets, including motivations of investors. 

• Company life cycle, pros and cons
• Primary vs. secondary markets
• Main equity markets
• What is an IPO, a secondary offering?
• What are primary shares, secondary shares?
• Equity markets and trading systems
• Criteria for admission and voting rights

 

Day Two

Initial Public Offerings, Follow-On Offerings and Public Takeovers

 

Session 1 

Initial Public Offerings

 

This session focuses entirely on the characteristics of IPOs. We will focus on analysing the Facebook IPO.

• ECM functions

• Origination and execution
• Syndicate desk
• Sales team

• Banking roles (bookrunner, manager, underwriter) and fees
• Best efforts vs. underwriting
• International offerings vs. Dutch auctions
• Steps in equity offerings

• Prospectus
• Roadshow
• Underwriting
• Share allocation
• Price stabilisation mechanism/greenshoe

• What are the criteria of a successful IPO from vendors and banks viewpoint

 

Case study : Detailed analysis of the Facebook IPO

 

Session 2

Follow-on Offerings

 

During the final session of our training, we will focus entirely on the characteristics of the different type of offerings available following the Initial Public Offering. We will analyse the Barclays right issue in detail.

 

• The need for re-capitalization and follow-on placements
• Process and recent market deals
• Pros and cons of various processes
• ABBs (Accelerated book build)
• Block trades
• Overnight public offering
• Rights issues
• Depositary receipts (eg, GDR, ADR, etc.)

 

Case study : Detailed analysis of the Barclays rights issues

 

Session 3

Public Takeovers

 

During the final session of our training, we will focus on the Public Takeovers and the different rules that apply.

 

• Public takeovers vs. private transactions
• General principles of the takeover code
• Mandatory offer
• Squeeze-out mechanism
• Offer price
• Counter-offers
• Timetables
• Bidder’s strategy and tactics
• Different types of buy-side approaches: from friendly to bearhug and hostile
• Target’s defense strategy and tactics

 

Case study : Review of strategies used in Sanofi’s bid

 

 

 

Day Three

Equity Valuation and IPO Pricing

 

 

Session 1

Equity Valuation

 

During this session, we will discuss the main equity valuation methods to derive a price for the equity offering

 

• Determining fair value of the equity for an IPO

• Trading comparables and discounted cash flow analysis (DCF)

• Discount to fair value in the primary market
• Value range and decision on final pricing for allocation
• Trading comps as the main driver 

• Enterprise Value vs. equity multiples
• Lack of cash flows and valuation methods

• The five steps of DCF

• Free cash flow
• Terminal value
• Weighted average cost of capital
• Discounting cash flows to present value
• From enterprise value to equity value

 

Case study : Valuation of a large private food manufacturer for its IPO

 

Session 2

Role Play on Valuation/IPO

 

During this session, we will perform basic modelling impact on the company and shareholders

 

• Assessment of fair value: DCF and trading multiples
• IPO modelling review 
• Pre-money and post money valuation
• Earnings per share accretion and dilution

 

 

Case study : Financial modeling of Ferrero Rocher, a chocolate manufacturer

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