PETROSYNC’S ACCOUNTING & FINANCE SERIES

OIL & GAS FINANCIAL MODELLING FOR MERGERS & ACQUISITIONS Attain Best Practices in Financial Modelling For Oil & Gas Mergers & Acquisitions 16 May—18 May 2016 Kuala Lumpur, Malaysia

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ACCOUNTING & FINANCE | OIL & GAS FINANCIAL MODELLING FOR MERGERS & AQUISITIONS

Course Overview Mergers and acquisitions (M&A) in the oil & gas business is on the news every day. M&A are among the most effective ways to expedite the implementation of a plan to grow rapidly. However, the strategic financial, tax and even cultural impact of the deal may be different, depending on how the transaction is structured. Our Oil & Gas Financial Modelling for Mergers & Acquisition (M&A) builds skills in financial modelling and applies them to the more technical aspects of mergers & acquisitions (M&A). Course Design This course is structured specially for professionals in the oil & gas industry to equip participants with the financial understanding in mergers and acquisitions (M&A) to provide them with modelling tools required to make more informed corporate finance decisions, investments and divestments in the transaction workspace. Includes Specific and Practical Case Studies Participants will benefit from every step of the process, through various case studies starting with valuing potential targets, understanding fair value adjustments and goodwill computations; and culminating in group financial statement construction, focusing on earnings accretion, dilution and other key ratio.

How Does This Course Benefits You? Build and analyse the key metrics in M&A analysis Learn to build and analyse the key metrics in M&A analysis based in cashflows and accounting Calculate aggregation models Learn how to calculate aggregation models using acquisition and equity accounting methodologies Understand the role of taxation in an M&A transaction Learn the key principles behind accounting and taxation assumptions and basic tax computations. Develop flexible and powerful funding, returns and scenario analysis Learn to develop flexible and powerful funding, returns and scenario analysis which can be used in future models Prepare valuation and key ratio analysis summaries Able to prepare valuation and key ratio analysis summaries for informed decision-making through modelling tools

Do you know that Mergers & Acquisitions begin in the late 19th century US, known as first wave of horizontal mergers and we are not at seventh wave of mergers? Do you know that The Great Merger Movement was predominantly US business phenomenon that happened from 1895 to 1905?

[email protected] | +65 6451 4500 | www.petrosync.com

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ACCOUNTING & FINANCE | OIL & GAS FINANCIAL MODELLING FOR MERGERS & AQUISITIONS

PetroSync Distinguished Instructor Practical & Consulting Liam has over 25 years of strategic M&A, valuation and financial modelling finance experience across oil & gas, energy, resources, engineering & other sectors. An experienced consultant, Liam founded SumProduct Pty Limited six years ago, providing various transaction advisory services to clients around the world. He specialises in probabilistic analysis, accounting and financial modelling, providing comprehensive, tailored and timely decision support to identify the key drivers for successful initiatives. Dr. Liam Bastick

Training  Over 20 years of experience in providing trainings to FCA, FCMA , CGMA, PhD (Mathematics), Excel MVP; accountants and finance professionals, including Financial Modelling, M&A Analysis, Valuations and Taxation Managing Director of  Recognized for his contributions with MVP (Most Valuable SumProduct; Fellow of the Professional) status by Microsoft for his financial modelling Institute of Chartered training in Excel. Management Accountants Publications (ICAEW); Fellow of the  Regularly writes technical articles for various accounting Institute of Chartered publications and developed financial modelling assessments. Management Accountants

Who Needs This Program This course is designed for, but not limited to, both new and experienced professionals in the M&A arena, including: Job Titles Include:  Business & Finance Analysts, Executives  Corporate & Finance Executives & Managers  Finance Managers & Financial Controllers  Financial Advisors & Asset Managers

XXX  Strategic Planning/Management  Corporate Planner  Investor  Professionals in the Mergers & Acquisitions

Course Schedule 08:00—09:00

Registration (Day 1)

13:00—14:00

Lunch

09:00—11:00

Session I

14:00—15:30

Session III

11:00—11.15

Refreshment Session I

15:30—15:45

Refreshment Session II

11:15—13:00

Session II

15:45—17:00

Session Iv (Last Session)

PetroSync Quality Assurance All PetroSync courses are developed with top quality to address all your training needs and purposes. Our courses are vetted strictly to ensure that we always deliver the best courses with the best industry expert.

PetroSync Inhouse Solutions PetroSync can tailor our courses to meet your specific needs at your preferred location and schedule. Contact us for more information at +65 6415 4500 or email to general @petrosync.com

[email protected] | +65 6451 4500 | www.petrosync.com

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ACCOUNTING & FINANCE | OIL & GAS FINANCIAL MODELLING FOR MERGERS & AQUISITIONS

Course Agenda — 3 Days DAY 1– M&A & Financial Modelling Refresher Objectives in financial modelling for M&A transactions Empirical Evidence on the Performance of M&A Endeavours  Understanding motivation  Is there an economic rationale for mergers?  Post-acquisition: how to determine success?  What is the empirical evidence on the success of mergers?  What does a real-world M&A model look like?  Review of basic terminology in M&A Introduction to Financial Modelling  The importance of financial modelling  Identification, ensuring objectivity and quantification  Forecasting and what-if analysis  Brushing up on Excel skills  Key Excel functions, functionalities and shortcuts  Time series analysis: determining the forecast period and periodicity  Key concepts of “best practice” modelling  Understanding the factors that govern the model structure  Why templates don’t work Accounting Issues in M&A Why accounting is important  Standardising accounting policies  Modelling in different currencies: the impact of foreign exchange  Control, significant influence and trade investments  Acquisition accounting  Equity accounting

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Explaining the three primary financial statements:  Income Statement  Balance Sheet  Cash Flow Statement Importance of the Opening Balance Sheet and associated adjustments Non-controlling interests versus minority interests Goodwill: what is it, how to calculate it and impairment considerations Debt financing considerations: accounting, debt capacity and covenants Asset write-ups and write-downs

Case studies:  Example of successful acquisitions in the oil & gas industry: what worked well and why  Understanding the key criteria for target identification Hands-On Exercises:  Scoping a model: differentiating between scoping, planning and designing  Developing a model from a blank slate: key set-up procedures  Creating a time series forecast in Excel  Practical, objective approach to extrapolation forecasting using Excel tools and techniques  Development of simple three-way integrated financial statements in Excel

DAY 2-Developing A Forecast Financial Model To Support M&A Process Model Construction 101  Continuing the modelling case study example  How scoping and outputs determine the order of construction  Difference between an operational and an M&A model and why order is important  Layout of a standalone model  Keeping the level of granularity consistent in an M&A model Identifying and Modelling Synergies  Unique synergies to acquiring company or industry  Economies of scale  Marketing improvements  Productivity enhancements  Negative synergies

Capital Considerations  Considering needs as well as sources and uses  Why working capital is so important to the success of the acquisition-and to financial modelling  Comparing different working capital modelling techniques and understanding the potential traps to watch out for in modelling  Working capital vs. depreciation – a subtle modelling point Capital Expenditure Modelling  Capital assets and depreciation without acquisition  The traps in capital expenditure modelling: why depreciation calculations are often wrong  How M&A affects depreciation

[email protected] | +65 6451 4500 | www.petrosync.com

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ACCOUNTING & FINANCE | OIL & GAS FINANCIAL MODELLING FOR MERGERS & AQUISITIONS

The Role of Debt in a Financial Model Modelling Debt  Return on capital  Returns of capital  Financing the acquisition  Servicing debt: calculating interest using mathematics, without using circular references  Debt and financial structure; orchestrating debt scheduling  Issues with modelling multiple debt facilities:  Risk  Return  Ranking  Incorporation into financial statements Taxation  Modelling tax  Key principles behind accounting and taxation assumptions: understanding the rationale for the similarities and differences  Basic tax computations  Fair value implications on the tax base value of assets at acquisition  Permanent versus timing differences: the implications for deferred tax  Modelling tax depreciation  Modelling tax losses

M&A Modelling Considerations  Layout a combined entity model:  Why financing approach is important  Presentation method  Goodwill and refinancing  Inter and intra-company transactions  Unrealised profits  Equity implications  Tax consequences  Methods of building model assumptions  Building a working analysis from history

Case studies: Continuation of Day 1 Financial Model Development in Oil & Gas Industry  Calculating interest on surplus cashflows/debt whilst avoiding modelling circularities in oil & gas companies 

Hands-On Exercises:  Modelling depreciation  Modelling taxation control account  Making adjustments for M&A in forecast outputs

You Might Also Be Interested In: Financial Assets Valuation for Oil & Gas 25 –29 April 2016 | Kuala Lumpur, Malaysia Advanced Financial Modelling & Application of VBA for Oil & Gas 9 –13 May 2016 | Kuala Lumpur, Malaysia Applications of Risk & Simulation Modelling for Oil & Gas 1 6–19 May 2016 | Kuala Lumpur, Malaysia Register For This Course Now! Kindly fill up your particulars in the registration form placed at the end of this brochure, and send it to us or email to [email protected] [email protected] | +65 6451 4500 | www.petrosync.com

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ACCOUNTING & FINANCE | OIL & GAS FINANCIAL MODELLING FOR MERGERS & AQUISITIONS

DAY 3– M&A Analysis: Valuations, Ratios And What-If? Valuations in a Merger Transaction Standalone Valuation Versus Group Valuation Free Cash Flow in Decision Making Standalone Valuation Versus Group Valuation Free Ratios and Standalone Valuation  Stock price and financial returns  Accounting ratios: Indicators of profitability, liquidity and gearing  Case studies: What do accounting ratios tell us?  Price to earnings ratios and EV/EBITDA  Return on equity and return on capital employed  Analysing PE ratio and growth  Earnings accretion and dilution Valuation Discussion  How do investment banks come up with valuation of acquisition candidates?  The pros and cons of various valuation methods  How do investment banks present results of their valuation analysis?  Terminal and annuity values  Which multiple method is best (and when)?  How do the mechanics of alternative valuation techniques work?  Alternatives: multiples, DCF, Dividend Valuation Model, FVINA  Discounting, growth and terminal value Use of Multiples in Valuing Acquisition Candidates  Alternative multiples  Price/Earnings  EBITDA/Value  Market/Book  Rationale behind alternative multiples

Risk Assessment and Cost of Capital  Risk associated with valuation are evaluated through application of the cost of capital, sensitivity analysis and simulation using volatility of cash flows  What basis should be used for evaluating cost of capital  What fundamental value drivers create risks in M&A modelling? How do we quantify and verify?  How useful are option pricing concepts in assessing valuation?  Undertaking basic Monte Carlo simulations analysis  Measurement of Risk in Valuation Models  Useful Excel Tools: Data Tables, OFFSET, GoalSeek and Scenario Manager  Sensitivity Analysis  Break-even analysis  Scenario analysis

Case studies: Determining enterprise versus equity valuations  Creating free cash flows from statutory cash flow statements  Importance of ratio analysis: understanding the business story 

Hands-On Exercises:  Calculating Net Present Values and Internal Rates of Return of aperiodic forecasts  Creating waterfall charts in Excel  Creating tornado charts in Excel without expensivedecision analysis software  Creating simulations analysis in Excel without software or VBA

Register For This Course Now! Kindly fill up your particulars in the registration form placed at the end of this brochure, and send it to us or email to [email protected] [email protected] | +65 6451 4500 | www.petrosync.com

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COURSE DETAILS

COURSE CONSULTANT

Title

: Oil & Gas Financial Modelling for Mergers & Acquisition

Name

Date

: 16—18 May, 2016

Email

: [email protected]

Location

: Kuala Lumpur, Malaysia

Phone

: +65 6415 4500

Fax

: +65 6415 4322

INVESTMENT PACKAGES (Please Circle)

: Cay Aagen

TERMS AND CONDITIONS INVESTMENT PACKAGE

DEADLINE

FULL MASTERCLASS

Standard Price

13 May 2016

USD 2,895

Early Bird Offer

15 April 2016

USD 2,695

Group Discount (3 or more Delegates)

13 May 2016

Enjoy 10% discount for groups of 3

DISCLAIMER Please note that trainers and topics were confirmed at the time of publishing; however, PetroSync may necessitate substitutions, alterations or cancellations of the trainers or topics. As such, PetroSync reserves the right to change or cancel any part of its published courseme due to unforeseen circumstances. Any substitutions or alterations will be updated on our web page as soon as possible.

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