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Mergers and Acquisitions Basics. The Key Steps of Acquisitions, Divestitures, and Investments. 2nd Edition. Wiley Finance

  • ID: 3798715
  • Book
  • 360 Pages
  • John Wiley and Sons Ltd
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Praise for Mergers and Acquisitions Basics Second Edition

"Mergers and Acquisitions Basics is the book that I wish had been available when I was a young corporate lawyer. The authors successfully distill decades of experience, providing a comprehensive roadmap to all the critical elements, players, and parts of a deal. This book tells you all that you ever wanted to know about deal making but never dared to ask. There are lessons to be learned in here for novices and experts alike. It should be required reading for anyone, at any level, who wants to have complex M&A concepts explained by an expert in a clear, crisp, and actionable manner."
Bjarne P. Tellmann, General Counsel and Chief Legal Officer, Pearson PLC

"Mergers and Acquisitions Basics is a complete perspective of everyone and everything in a strategic transaction process. Consider it required reading for any aspiring M&A professional and anyone in the business world that may experience the buying or selling of a business. The authors have thought of everything and written the playbook on how to do it right."
Justin Goldman, Vice President, Corporate Development, MediaMath

Go from Lost to M&A Boss with This Updated Executive Primer

Mergers and Acquisitions Basics is the complete, cornerstone guide to mergers and acquisitions trusted by CEOs, CFOs, finance executives, and other business leaders for over a decade. Now, this brand–new Second Edition updates all the in–depth analysis, expert insight, and practical tools for success and provides an expanded depth of coverage from new coauthor and growth expert Larry Forman. With the thoroughness of a foundational primer and the streamlined accessibility of a versatile handbook, this definitive framework unlocks the key building blocks of a deal, from auctions and due diligence to valuation and the closing. Make this convenient tool part of your strategic skillset to:

  • Understand why a company should buy or sell
  • Nail the essential guidelines and key steps involved in an M&A your very first time
  • Anticipate the key events, potential hazards, and strategic maneuvers buyers and sellers may face

Mergers and Acquisitions Basics, Second Edition is your key to using these powerful strategic transactions as a business option for growth and calculated change.

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Preface ix

Acknowledgments xi

CHAPTER 1 Introduction 1

Notes 8

CHAPTER 2 The Players 10

The Buyer 10

The Seller 17

Investors/Owners 19

Corporate Staff 29

Advisors 36

Regulators 46

Others 49

Notes 51

CHAPTER 3 Decision to Buy or Sell 55

Reasons to Buy 56

Choosing to Sell 70

Notes 84

CHAPTER 4 Buyer s Preparation for the Deal 85

Developing a Strategy 85

Building a Capability 89

Devising a Process 95

Planning the Message 102

Notes 103

CHAPTER 5 Seller s Preparation for the Deal 104

Building a Capability 104

Making the Business Most Sellable; Cleaning It Up 107

Setting Expectations with Constituents 130

Preparing the Business for Sale 134

Notes 145

CHAPTER 6 Deal Process 147

Determining the Universe of Buyers 148

Making the Approach 149

One–on–One Negotiation 151

Formal Auction 155

Informal Auction 159

Bankruptcy Auction 160

Direct versus Proxy 161

Relative Positions of Power 161

International M&A 162

Seller Behavior and Building Trust 167

Notes 173

CHAPTER 7 Due Diligence 174

Building a Team 174

What the Buyer Wants to Know 186

Notes 209

CHAPTER 8 Valuation 211

Standard Valuation Methods 212

Pro Forma: Finding and Splitting the Upside 228

Getting the Valuation and Pro Forma Done 239

Deal Structure and Consideration 255

Notes 259

CHAPTER 9 Integration Planning 261

Dedicating Resources 262

Linking Due Diligence to Integration Planning and Execution 263

Key Integration Issues 264

Notes 275

CHAPTER 10 Financing Issues 276

Cost of Capital 276

Lost Opportunities 285

Financing Contingency: Bird in the Hand 286

Notes 287

CHAPTER 11 Closing the Deal and After 288

How Is a Deal Closed? 288

Other Signing and Closing Events 291

Post–Closing Issues 294

Integration and Look Back (the Postmortem) 295

Note 296

APPENDIX A Standard Form Deliverables During a Strategic Transaction Example 297


B1: Due Diligence Report Table of Contents 298

B2: Due Diligence Report for Project X 299

APPENDIX C Standard Deal Process Checklist Example 301

APPENDIX D Standard Approval Process Example 303

APPENDIX E Approval of a Strategic Transaction: Key Topics in Presentation 304

APPENDIX F Generic Valuation Exercise 306

APPENDIX G Generic Acquisition Term Sheet for Acquisition by Public Buyer of Privately Held Target 307

APPENDIX H Generic Investment Term Sheet for Project Moon 313

APPENDIX I Notable Transaction Issues by Country/Territory 315

Index 325

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Michael E. S. Frankel
Larry H. Forman
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