9780470627532

Mergers and Acquisitions Playbook : Lessons from the Middle-Market Trenches

by
  • ISBN13:

    9780470627532

  • ISBN10:

    0470627530

  • Edition: 1st
  • Format: Hardcover
  • Copyright: 11/30/2010
  • Publisher: Wiley
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Supplemental Materials

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  • The New copy of this book will include any supplemental materials advertised. Please check the title of the book to determine if it should include any access cards, study guides, lab manuals, CDs, etc.

Summary

The ultimate "tricks of the trade" guide to mergers and acquisitionsMergers and Acquisitions Playbook provides the practical tricks of the trade on how to get maximum value for a middle-market business. This book uniquely covers how to prepare for a sale, how to present the business most positively, and how to control the sale timetable. Written in a straight-talking style Provides the tricks of the trade on how to get maximum value for a middle-market business Shows how the sellers can take capitalize their inherent "unfair advantages" Examines the differences between "value" and "currency" Explains how to handle bankruptcy and distress company sales Offers tips on managing your lawyers in the documentation processFilled with empirical examples of successful-and unsuccessful-techniques, this practical guide takes you through every step of the M&A process, from how to manage confidentiality, how to create competition (or the impression of competition), to what to do once the deal is closed.

Author Biography

MARK A. FILIPPELL is a co-founder and Managing Director at Western Reserve Partners, an M&A boutique. He has nearly thirty years of investment banking experience and has personally completed over 125 merger and acquisition transactions. Prior to co-founding Western Reserve Partners, he was the manager of the Mergers & Acquisitions Department at KeyBanc Capital Markets and McDonald Investments. His clients have included Eaton, Novar Electronics, Claymont Steel Holdings, Liqui-Box, General Electric, Computational Systems, Excel Mining Systems, and MascoTech.

Table of Contents

Preface
Acknowledgments
Why People Sell Businesses
Honesty Is the Best Policy
Most Common Reasons People Sell
Proactively Making the Sale Decision
Notes
Should the Seller Hire an Intermediary?
What Do Investment Bankers Do Anyway?
Criteria for Selecting an Investment Banker
Investment Banker Fees
Choosing the Right Investment Banker
Notes
What Is the Business Worth?
Valuation Methodologies
Applying Valuation Theory to Real-World Situations
Notes
The Difference between "Value" and "Currency"
Mediums of Exchange in M&A
Sale of a Company's Stock
Notes
Taking Advantage of the Seller's Unfair Advantages: Prepping and Timing
Preparation
Timing
Involving the Management Team
Informing the Workforce
Leaks
Conclusion
Notes
Preparing the Documents
The Offering Memorandum
The Executive Summary
The Management Presentation
The Data Room
The Definitive Purchase Agreement
Notes
Identifying and Cultivating the Right Buyers
Strategic Buyers
Financial Sponsors
Diversification Parties
ESOPs
Management
Family Members
Notes
How Many Buyers to Approach?
Negotiated Sale
Limited Auction
Broad Auction
Notes
Approaching Prospective Buyers
Confidentiality
Distributing the Offering Memorandum to Buyers
Securing Buyers' Indications of Interest
Confidentiality Agreement
Sample Process Letter
Indication of Interest
Notes
Management Presentations and Plant Tours
Management Presentations
Facility Tours
Next Steps
Notes
Negotiating the Purchase Price
The Letter of Intent
Case-Specific Negotiating Strategies
Negotiating Dynamics
Letter of Intent
Notes
Moving from Letter of Intent to Closing
The Negotiating Dynamics Have Reversed
Hart-Scott-Rodino Filing
Keeping the Closing Process on Track
What If It's Not Meant to Be?
Definitive Purchase Agreement
Notes
Sales Forced by Bankruptcy or Financial Duress
The Painful Decision to Act
Secured Party Sales
Sales Engineered before Filing, but Closed in Bankruptcy Court
Sales Engineered and Closed in Bankruptcy Court
Notes
Working with Lawyers
Legal Involvement from Day 1
The Lawyer's Distinct Role
"Deal Makers" versus "Deal Breakers"
Retaining the Right M&A Lawyer
The Legal "Check-Up"
Collaborating with the Investment Banker
Drafting and Negotiating the Purchase Agreement
Effective versus Ineffective Lawyering
Managing the M&A Lawyer
Seller's Attorney Pre-Transaction Checklist
Note
After the Sale Has Closed
Post-Closing Immediate Cooperation
Post-Closing Subsequent Matters
Post-Closing Subsequent Matters
Leveling the Playing Field
Notes
About the Author
Index
Table of Contents provided by Publisher. All Rights Reserved.

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