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Acknowledgments | |
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Introduction To The Third Edition | |
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The Basics of Mergers and Acquisitions | |
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Understanding Key Terms | |
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What's All the Fuss About? | |
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Why Bad Deals Happen to Good People | |
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Why Do Buyers Buy, and Why Do Sellers Sell? | |
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Preparing for the Dance: The Seller's Perspective | |
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Conducting a Thorough EOTB Analysis | |
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Preparing for the Sale of the Company | |
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Common Preparation Mistakes | |
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Other Considerations for the Seller | |
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Getting Deal Terms and Structure That Fit the Seller's Objectives, Personal Needs, and Postclosing Plans | |
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Initiating the Deal: The Buyer's Perspective | |
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Assembling the Team | |
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Developing an Acquisition Plan | |
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Applying the Criteria: How to Narrow the Field | |
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Approaching a Company That Is Not for Sale | |
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Dealing with the Seller's Management Team | |
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Directory of M&A Resources for Prospective Buyers (and Sellers) | |
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The Letter of Intent and Other Preliminary Matters | |
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Proposed Terms | |
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Binding Terms | |
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Common Reasons Why Deals Die at an Early Stage | |
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Preparation of the Work Schedule | |
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Another Predeal Task: The Growing Debate About the Role and Usefulness of Fairness Opinions | |
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Due Diligence | |
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Best Practices in Due Diligence in the Era of Accountability 2.0 | |
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Legal Due Diligence | |
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Business and Strategic Due Diligence | |
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Conclusion | |
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Post-Sarbanes-Oxley Due Diligence Checklist | |
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The Disclosure Requirements | |
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Checklist of Items Post-Sarbox | |
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An Overview of Regulatory Considerations | |
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Introduction | |
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Environmental Laws | |
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Federal Securities Laws | |
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Federal Antitrust Laws | |
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Waiting Periods | |
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Labor and Employment Law | |
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Structuring the Deal | |
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Stock vs. Asset Purchases | |
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Tax and Accounting Issues Affecting the Structure of the Transaction | |
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One-Step vs. Staged Transactions | |
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Method of Payment | |
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Nontraditional Structures and Strategies | |
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Valuation and Pricing of the Seller's Company | |
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A Quick Introduction to Pricing | |
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Valuation Overview | |
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Financing the Acquisition | |
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An Overview of Financing Sources | |
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Understanding the Lender's Perspective | |
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Financing Deals in Times of Turmoil | |
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Steps in the Loan Process | |
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Equity Financing | |
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The Purchase Agreement and Related Legal Documents | |
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Case Study: GCC Acquires TCI | |
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Sample Schedule of Documents to Be Exchanged at a Typical Closing | |
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Keeping M&A Deals on Track: Managing the Deal Killers | |
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Communication and Leadership | |
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Diagnosing the Source of the Problem | |
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Understanding the Types of Deal Killers | |
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Curing the Transactional Patient | |
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Maintaining Order in the M&A Process: Simple Principles for Keeping Deals on Track | |
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Conclusion | |
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Postclosing Challenges | |
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A Time of Transition | |
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Staffing Levels and Related Human Resources Challenges | |
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Customers | |
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Vendors | |
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Physical Facilities | |
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Problems Involving Attitudes and Corporate Culture | |
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Benefit and Compensation Plans | |
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Corporate Identity | |
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Legal Issues | |
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Minimizing the Barriers to the Transition | |
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Postmerger Integration Key Lessons and Best Practices | |
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Conclusion | |
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Alternatives to Mergers and Acquisitions | |
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Joint Ventures | |
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Franchising | |
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Technology and Merchandise Licensing | |
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Distributorships and Dealerships | |
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Index | |