Large and mid-sized companies looking to avoid stagnation by growing and expanding need to execute effective mergers and acquisitions (M&A) deals with sophisticated strategies, solid structures, and beneficial outcomes for everyone involved. Mergers and Acquisitions Basics, Second Edition, is the up-to-date, dependable road map for navigating all the variables, roles, complexities, and potential pitfalls of this essential business transaction.
Executives and managers who want to stay competitive and become the major players driving the evolution of their organizations need to have a firm grasp on all the ins-and-outs of M&A. With this comprehensive resource, you have all the solutions and practical guidance you need to understand the particulars of the transaction and your role in it, including new insights on international M&A. Its accessible coverage also makes it an invaluable reference for novice investment bankers, lawyers, and consultants who need to establish a fundamental understanding of M&A to build on while pursuing a deeper expertise and specialty. Regardless of your role in M&A, keep this book at your fingertips for its ready-to-use checklists, forms, sample reports, and presentations to ensure you cover all the angles while streamlining every step in the process. Lead author and veteran executive Michael Frankel is joined by Larry Forman, who adds his talents for accelerating company growth, entering new markets, and creating sustainable value. Walk into any M&A deal with confidence and conviction knowing you have the skillset to:
- Identify and analyze the critical pros and cons of purchasing or selling a company
- Employ a practical fluency of the major players, their roles, and the intricate procedures of M&A
- Negotiate the most value and best terms for your deal, regardless of who is across the table
Get to the heart of this strategic transaction and make it work for you in the real world with Mergers and Acquisitions Basics, Second Edition.
Mergers and Acquisitions Basics provides complete guidance on the M&A process, with in-depth analysis, expert insight, and practical tools for success. This new second edition has been updated to reflect the current M&A landscape, giving busy executives the ideal resource for navigating each step in the process. Veteran executives relate guidelines, lessons learned, and mistakes to avoid as they explain how M&As work, identify the major players, and describe the roles involved in a successful transaction. Both buyer and seller must consider a broad range of factors, and this essential guide provides checklists, forms, sample reports, and presentations to help you avoid surprises and ensure your organization’s full preparation for the deal. Equity investments, valuation, negotiation, integration, legal aspects, and more are explained in detail to provide a foundational primer for anyone seeking to clarify their role in the process.
Mergers and acquisitions are becoming ever more critical to the growth of large and mid-sized companies. This book balances depth and breadth to provide a one-stop guide to maximizing the financial and operational value of the deal.
- Identify key drivers of purchase or sale
- Understand major roles, processes, and practices
- Avoid valuation detractors and negotiate effectively
- Overcome common challenges to successful integration
Effective M&As are highly strategic, solidly structured, and beneficial on both sides. It’s a complex process with many variables, many roles, and many potential pitfalls, but navigating the deal successfully can mean the difference between growth and stagnation. Mergers and Acquisitions Basics is the comprehensive resource every executive needs to understand the ins-and-outs of strategic transactions.
Table of Contents
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
APPENDIX B
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
