"Frankel has written a book for both those new and old to the M&As game. It is an essential primer for those who wish to explore strategic transactions as a business option for growth or strategic change."
Sam M. Farraj Senior Director, Strategy and Business Development, MCI
"M&As is a wildly complex topic. Frankel makes it understandable by focusing on the key building blocks of a deal, such as auctions, due diligence, valuation, and the closing. He takes readers to the heart of the topic at once and does not waste their time with arcane topics best left to specialists. An excellent book for readers who need a functional understanding of M&As!"
Steven M. Bragg CFO, Premier Data Services
Chapter 1: Introduction.
Chapter 2: The Players.
Chapter 3: Decision to Buy or Sell.
Reasons to Buy.
Choosing to Sell.
Chapter 4: Buyer s Preparation for the Deal.
Developing a Strategy.
Building a Capability.
Devising a Process.
Planning the Message.
Chapter 5: Seller s Preparation for the Deal.
Building a Capability.
Making the Business Most Sellable: Cleaning It Up.
Setting Expectations with Constituents.
Chapter 6: Deal Process.
Determining the Universe of Buyers.
Making the Approach.
Direct versus Proxy.
Relative Positions of Power.
Chapter 7: Due Diligence.
Building a Team.
What the Buyer Wants to Know.
Chapter 8: Valuation.
Standard Valuation Methods.
Pro Forma: Finding and Splitting the Upside.
Getting the Valuation and Pro Forma Done.
Chapter 9: Integration Planning.
Linking Due Diligence to Integration Planning and Execution.
Key Integration Issues.
Chapter 10: Financing Issues.
Cost of Capital.
Financing Contingency: Bird in the Hand .
Chapter 11: Closing the Deal and After.
How Is a Deal Closed?
Other Signing and Closing Events.
Integration and Look Back (the Postmortem).
Appendix A: Standard Form Deliverables During a Strategic Transaction Example.
Appendix B: Due Diligence Report Table of Contents.
Appendix C: Standard Deal Process Checklist Example.
Appendix D: Standard Approval Process Example.
Appendix E: Approval of a Strategic Transaction: Key Topics in Presentation.
Appendix F: Generic Valuation Exercise.
Appendix G: Generic Acquisition Term Sheet for Acquisition by Public Buyer of Privately Held Target.
Appendix H: Generic Investment Term Sheet.