Middle Market M and A Handbook for Investment Banking and Business Consulting

ISBN-10: 0470908297
ISBN-13: 9780470908297
Edition: 2011
List price: $85.00
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Description: In–depth coverage in a single handbook of the middle market based on the body of knowledge of the Certified M&A Advisor™ credential programM&A advisors have an unprecedented opportunity in the middle market with the generational transfer of wealth  More...

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Book details

List price: $85.00
Copyright year: 2011
Publisher: John Wiley & Sons, Limited
Publication date: 2/20/2012
Binding: Hardcover
Pages: 400
Size: 6.25" wide x 9.25" long x 1.25" tall
Weight: 1.606
Language: English

In–depth coverage in a single handbook of the middle market based on the body of knowledge of the Certified M&A Advisor™ credential programM&A advisors have an unprecedented opportunity in the middle market with the generational transfer of wealth and capital being deployed by private equity and corporate investors. Middle Market M&A: Handbook for Investment Banking and Business Consulting is a must–read for investment bankers, M&A intermediaries and specialists, CPAs and accountants, valuation experts, deal and transaction attorneys, wealth managers and investors, corporate development leaders, consultants and advisors, CEOs, and CFOs.Provides a holistic overview and guide on mergers, acquisitions, divestitures and strategic transactions of companies with revenues from $5 million to $500 millionEncompasses current market trends, activities, and strategies covering pre, during, and post transactionAddresses the processes and core subject areas required to successfully navigate and close deals in the private capital marketIncludes content on engagement and practice management for those involved in the M&A businessThis practical guide and reference is also an excellent primer for those seeking to obtain their FINRA Series 79 license.

Preface
Acknowledgments
The Middle Market
Private Capital Markets
Segmented Markets
Why Are Markets Segmented?
Capital Providers
Owners' and Managers' Views of Risk/Return
Buyers
Market Activity
Valuation Perspectives for the Private Markets
Private Business Valuation Can Be Viewed through Different Standards of Value
Market Value
Fair Market Value
Fair Value
Incremental Business Value
Investment Value
Owner Value
Collateral Value
Book Value
Why the Different Versions of Value?
Valuation as a Range Concept
Value Worlds and Deals
An Alternative Valuation Approach
Corporate Development
Why Acquire?
The Dismal Ds
Alternatives
The Acquisition Process
The Pipeline and Filter
Approaching the Target
The Balance between a Deep Dive and Locking In the Deal
Lower-Middle Market versus Middle Market Deals
Valuation from a Strategic���s Perspective
Structuring the Transaction
The Bid
Due Diligence
Integration
Case Study #1
Strategic Rationale
Challenges
Transaction
Lessons Learned
Case Study #2
Practical Tips and What Causes Deals to Fail
What Should We Acquire?
Why Are We Doing This?
Alignment of Interests
Allocate Enough Resources
If It Can Go Wrong, It Will Go Wrong
A Global Perspective
Advantages of Global M&A
Challenges to Global M&A
Negotiations and the Importance of Cultural Tune-In
Strategic Due Diligence
Postmerger Integration: Are the Odds in Your Favor?
From the Start: Think Integration
Acquisitions that Build Value
Set Clear Expectations and Invest in High-Quality, Two-Way Communication
Acknowledge Cultural Differences but Simultaneously Create a Common Corporate Culture with a Single Goal: Achieving High Performance
Move to a Cross-Border Operating Model
The Legal Environment and the Acquisition Process
The Legal Environment and the Conduct of Business
Taxation
Labor
Foreign Corrupt Practices Act (FCPA)
Success Factors
The M&A Practice and Processes
Practice Management
Primary M&A Advisors
Marketing the M&A Practice
Networking
Marketing and Advertising
Pretransaction Consulting
Valuation Services
Other Consulting Services
Becoming an Expert
Understanding the Private Business Owner
Client Acceptance
Initial Financial Analysis
Value Discussions
Process Discussions
Confidentiality
Client Engagement
Identification of the Parties
Scope of Service
Limitations and Disclosures
Fees
Double Lehman Formula
Termination and Tail
Licensure Issues in the M&A Business
Sell-Side Representation and Process
Selling Process Overview
Data Collection
Industry Research and Identifying Buyer Types
The Marketing Book
Marketing Process
Negotiating Price and Terms
Structuring the Transaction
Receiving Letters of Intent or Term Sheets
Due Diligence
Definitive Agreements
Closing Process
Buy-Side Representation and Process
Strategy
Engagement and Fees
The Filter
Financing
Quality of Earnings
Coordination
Integration
Mergers
Initial Analysis of Both Entities
Strategic Rationale
Valuation Modeling
Understand Cost, Operational, and Cultural Differences
Develop the Integration Plan
Deal Structure and Negotiations
Due Diligence
Legal Process and Closing
Postclosing Integration
Professional Standards and Ethics
Role of the M&A Advisor in the Economy
A Whole New Way
The Middle Market Standard
Ethical and Professional Standards
Competence and Professionalism (Reputation)
Best Practices (Activities)
Ethics (Behavioral Boundaries)
Country Specific (Customs)
M&A Technical Discussions
Financial Analysis
Financial Reporting Motivation
EBITDA
Balance Sheet Analysis
Working Capital
Normalization
Deal Structure and Legal Documentation
Attorney's Role
Preliminary Legal Documents
Confidentiality Agreement
Letter of Intent
Structure of the Deal
Stock Sale/Merger
Asset Purchase
Section 338(h)(10) Election in a Stock Sale
Purchase Price
Consulting and Employment Agreements
Due Diligence
Acquisition Agreements
Representations and Warranties
Qualifications to Representations and Warranties
Indemnification
Earnouts
Parameters
Benefits of Earnouts
Shortcomings of Earnouts
Regulatory Compliance
Tax Structure and Strategy
Tax Fundamentals
Transaction Tax Basics
Asset Transactions
Stock Transactions
Stock versus Asset Sale Example
Negotiations Based on Structure
Asset Transaction Details
Buyer Tax Issues
Tax Glossary and Reference
Tax Provisions Used in M&A
Installment Sales
Risk of Forfeiture
Assets that Qualify for Installment Treatment
Installment Planning Opportunity
Section 1031 (Like-Kind) Exchanges
Third-Party Exchanges
Partnership M&A
General Partnership Doctrine
Partnership versus S Corporation
Partnership Gain Tracking Rules
Purchase Price Allocation for Partnership Buyers
Corporate M&A Issues
Contributions to Corporations
Mergers and Reorganizations
Net Operating Loss Limitations
Stock/Asset Sale Election: Section 338
S Corporation Issues
Tax Glossary and Reference
Regulation and Compliance
Protecting Investors: Securities Act of 1933
Exemptions under the 33 Act
Commonly Used Private Placement Exemptions
Keeping the Markets Honest: Securities Exchange Act of 1934
Requirements and Rules
Williams Act
Antitrust Issues and Laws You May Encounter in the Deal
Hart-Scott-Rodino Act
Specific Industries
Exon-Florio
Other Regulatory Issues and Laws You May Encounter in the Deal
Bulk Sales Laws
The WARN Act
The Investment Banker's Perspective
SEC Provisions for Broker-Dealers
Investment Advisers Act and Investment Company Act of 1940
FINRA Provisions for Broker-Dealers
The Company���s Perspective
Process of Issuing and Selling Securities in the Deal
State Blue-Sky Laws
Considerations for Public Companies
Financing Sources and Structures
Perspective
Buyouts
Buyout Deal Structure
Bridging the Valuation Gap
Recapitalization
Acquisitions
Financing Primer
Capital Structure
Factors Shaping the Capital Structure
Sources and Types of Funding
Debt
Private Equity
Personal Guarantees
Due Diligence
Traditional Due Diligence
Financial Matters
GAAP Compliance
Tax Impact and Compliance
Compensation and Benefits
Legal
Information Technology
The Diligence Team
Due Diligence Process
Public versus Private
Impact of Globalization
Who Relies on Due Diligence?
Quality of Earnings
Financial Statement Audits
Market Valuation
Reasons for Appraisal
Determine the Value Subworld
Calculate the Benefit Stream
Synergies
Determine Private Return Expectation
Specific Investor Return
Industry-Specific Return
General Investor Returns
General Acquisition Selling Multiples
Derive Value
Global Perspective
Epilogue for Business Owners
Appendix
Transaction Examples
Transaction Valuation
Tools, Models, Resources, and Templates
Glossary
Notes
About the Authors
About the Contributors and Reviewers
Index

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