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

by Marks, Kenneth H.; Slee, Robert T.; Blees, Christian W.; Nall, Michael R.

• ISBN13: 9780470908297
• ISBN10: 0470908297
• Edition: 1st
• Format: Hardcover
• Copyright: 2012-02-01
• Publisher: Wiley

Summary

In-depth coverage in a single handbook of the middle market based on the body of knowledge of the Certified M&A Advisor" credential program M&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 million Encompasses current market trends, activities, and strategies covering pre, during, and post transaction Addresses the processes and core subject areas required to successfully navigate and close deals in the private capital market Includes content on engagement and practice management for those involved in the M&A business This practical guide and reference is also an excellent primer for those seeking to obtain their FINRA Series 79 license.

Author Biography

KENNETH H. MARKS, CM&AA, is founder and a Managing Partner of High Rock Partners, Inc. He is the lead author of The Handbook of Financing Growth: Strategies, Capital Structure, and M&A Transactions (Wiley). He has been involved as management, advisor, and board member with many emerging growth and middle market businesses.

ROBERT T. SLEE, CM&AA, is Managing Director of Robertson & Foley, a middle market investment-banking firm. He has published over 100 articles on private finance topics in a variety of legal and business journals. He is the author of Private Capital Markets (Wiley).

CHRISTIAN W. BLEES, CPA, CM&AA, is President and CEO of BiggsKofford PC, directing several sectors of the business including the firm's merger, acquisition, and sales practice. He has been involved in over 200 middle market M&A sales transactions.

MICHAEL R. NALL, CPA, CM&AA, is founder and CEO of the Alliance of Merger & Acquisition Advisors, a Chicago-based professional trade association featuring a resource and development center serving more than 600 independent accountants, attorneys, and business advisors. He is an author and recognized speaker on valuation, growth, and sales of middle market companies.

Table of Contents

Preface	p. xv
Acknowledgments	p. xix
The Middle Market	p. 1
Private Capital Markets	p. 1
Segmented Markets	p. 4
Why Are Markets Segmented?	p. 7
Capital Providers	p. 9
Owners' and Managers' Views of Risk/Return	p. 10
Buyers	p. 11
Market Activity	p. 14
Valuation Perspectives for the Private Markets	p. 17
Private Business Valuation Can Be Viewed through Different Standards of Value	p. 18
Market Value	p. 21
Fair Market Value	p. 22
Fair Value	p. 22
Incremental Business Value	p. 23
Investment Value	p. 23
Owner Value	p. 23
Collateral Value	p. 23
Book Value	p. 24
Why the Different Versions of Value?	p. 24
Valuation as a Range Concept	p. 25
Value Worlds and Deals	p. 26
An Alternative Valuation Approach	p. 26
Corporate Development	p. 27
Why Acquire?	p. 28
The Dismal Ds	p. 29
Alternatives	p. 30
The Acquisition Process	p. 31
The Pipeline and Filter	p. 32
Approaching the Target	p. 33
The Balance between a Deep Dive and Locking In the Deal	p. 34
Lower-Middle Market versus Middle Market Deals	p. 34
Valuation from a StrategicâÇÖs Perspective	p. 35
Structuring the Transaction	p. 37
The Bid	p. 38
Due Diligence	p. 38
Integration	p. 41
Case Study #1	p. 42
Strategic Rationale	p. 42
Challenges	p. 43
Transaction	p. 44
Lessons Learned	p. 44
Case Study #2	p. 44
Practical Tips and What Causes Deals to Fail	p. 47
What Should We Acquire?	p. 47
Why Are We Doing This?	p. 48
Alignment of Interests	p. 48
Allocate Enough Resources	p. 49
If It Can Go Wrong, It Will Go Wrong	p. 49
A Global Perspective	p. 51
Advantages of Global M&A	p. 52
Challenges to Global M&A	p. 52
Negotiations and the Importance of Cultural Tune-In	p. 55
Strategic Due Diligence	p. 56
Postmerger Integration: Are the Odds in Your Favor?	p. 59
From the Start: Think Integration	p. 61
Acquisitions that Build Value	p. 62
Set Clear Expectations and Invest in High-Quality, Two-Way Communication	p. 63
Acknowledge Cultural Differences but Simultaneously Create a Common Corporate Culture with a Single Goal: Achieving High Performance	p. 64
Move to a Cross-Border Operating Model	p. 65
The Legal Environment and the Acquisition Process	p. 66
The Legal Environment and the Conduct of Business	p. 67
Taxation	p. 68
Labor	p. 68
Foreign Corrupt Practices Act (FCPA)	p. 69
Success Factors	p. 70
The M&A Practice and Processes	p. 71
Practice Management	p. 73
Primary M&A Advisors	p. 74
Marketing the M&A Practice	p. 76
Networking	p. 76
Marketing and Advertising	p. 77
Pretransaction Consulting	p. 77
Valuation Services	p. 77
Other Consulting Services	p. 78
Becoming an Expert	p. 78
Understanding the Private Business Owner	p. 78
Client Acceptance	p. 79
Initial Financial Analysis	p. 82
Value Discussions	p. 82
Process Discussions	p. 82
Confidentiality	p. 83
Client Engagement	p. 84
Identification of the Parties	p. 85
Scope of Service	p. 85
Limitations and Disclosures	p. 86
Fees	p. 86
Double Lehman Formula	p. 87
Termination and Tail	p. 88
Licensure Issues in the M&A Business	p. 88
Sell-Side Representation and Process	p. 91
Selling Process Overview	p. 91
Data Collection	p. 92
Industry Research and Identifying Buyer Types	p. 94
The Marketing Book	p. 95
Marketing Process	p. 99
Negotiating Price and Terms	p. 102
Structuring the Transaction	p. 106
Receiving Letters of Intent or Term Sheets	p. 109
Due Diligence	p. 111
Definitive Agreements	p. 112
Closing Process	p. 114
Buy-Side Representation and Process	p. 117
Strategy	p. 117
Engagement and Fees	p. 119
The Filter	p. 119
Financing	p. 120
Quality of Earnings	p. 120
Coordination	p. 122
Integration	p. 122
Mergers	p. 123
Initial Analysis of Both Entities	p. 123
Strategic Rationale	p. 124
Valuation Modeling	p. 125
Understand Cost, Operational, and Cultural Differences	p. 125
Develop the Integration Plan	p. 127
Deal Structure and Negotiations	p. 127
Due Diligence	p. 128
Legal Process and Closing	p. 129
Postclosing Integration	p. 130
Professional Standards and Ethics	p. 131
Role of the M&A Advisor in the Economy	p. 132
A Whole New Way	p. 133
The Middle Market Standard	p. 134
Ethical and Professional Standards	p. 134
Competence and Professionalism (Reputation)	p. 134
Best Practices (Activities)	p. 135
Ethics (Behavioral Boundaries)	p. 135
Country Specific (Customs)	p. 136
M&A Technical Discussions	p. 137
Financial Analysis	p. 139
Financial Reporting Motivation	p. 139
EBITDA	p. 140
Balance Sheet Analysis	p. 142
Working Capital	p. 142
Normalization	p. 148
Deal Structure and Legal Documentation	p. 151
Attorney's Role	p. 151
Preliminary Legal Documents	p. 153
Confidentiality Agreement	p. 153
Letter of Intent	p. 154
Structure of the Deal	p. 155
Stock Sale/Merger	p. 155
Asset Purchase	p. 157
Section 338(h)(10) Election in a Stock Sale	p. 160
Purchase Price	p. 160
Consulting and Employment Agreements	p. 161
Due Diligence	p. 161
Acquisition Agreements	p. 161
Representations and Warranties	p. 162
Qualifications to Representations and Warranties	p. 163
Indemnification	p. 163
Earnouts	p. 164
Parameters	p. 165
Benefits of Earnouts	p. 165
Shortcomings of Earnouts	p. 165
Regulatory Compliance	p. 166
Tax Structure and Strategy	p. 168
Tax Fundamentals	p. 168
Transaction Tax Basics	p. 172
Asset Transactions	p. 172
Stock Transactions	p. 174
Stock versus Asset Sale Example	p. 175
Negotiations Based on Structure	p. 177
Asset Transaction Details	p. 179
Buyer Tax Issues	p. 185
Tax Glossary and Reference	p. 188
Tax Provisions Used in M&A	p. 193
Installment Sales	p. 193
Risk of Forfeiture	p. 194
Assets that Qualify for Installment Treatment	p. 194
Installment Planning Opportunity	p. 195
Section 1031 (Like-Kind) Exchanges	p. 196
Third-Party Exchanges	p. 196
Partnership M&A	p. 196
General Partnership Doctrine	p. 197
Partnership versus S Corporation	p. 197
Partnership Gain Tracking Rules	p. 200
Purchase Price Allocation for Partnership Buyers	p. 200
Corporate M&A Issues	p. 201
Contributions to Corporations	p. 201
Mergers and Reorganizations	p. 202
Net Operating Loss Limitations	p. 206
Stock/Asset Sale Election: Section 338	p. 206
S Corporation Issues	p. 208
Tax Glossary and Reference	p. 210
Regulation and Compliance	p. 215
Protecting Investors: Securities Act of 1933	p. 215
Exemptions under the 33 Act	p. 216
Commonly Used Private Placement Exemptions	p. 217
Keeping the Markets Honest: Securities Exchange Act of 1934	p. 219
Requirements and Rules	p. 219
Williams Act	p. 220
Antitrust Issues and Laws You May Encounter in the Deal	p. 221
Hart-Scott-Rodino Act	p. 221
Specific Industries	p. 222
Exon-Florio	p. 223
Other Regulatory Issues and Laws You May Encounter in the Deal	p. 223
Bulk Sales Laws	p. 223
The WARN Act	p. 224
The Investment Banker's Perspective	p. 224
SEC Provisions for Broker-Dealers	p. 225
Investment Advisers Act and Investment Company Act of 1940	p. 226
FINRA Provisions for Broker-Dealers	p. 227
The CompanyâÇÖs Perspective	p. 227
Process of Issuing and Selling Securities in the Deal	p. 227
State Blue-Sky Laws	p. 228
Considerations for Public Companies	p. 229
Financing Sources and Structures	p. 231
Perspective	p. 231
Buyouts	p. 232
Buyout Deal Structure	p. 234
Bridging the Valuation Gap	p. 237
Recapitalization	p. 237
Acquisitions	p. 237
Financing Primer	p. 239
Capital Structure	p. 239
Factors Shaping the Capital Structure	p. 243
Sources and Types of Funding	p. 246
Debt	p. 247
Private Equity	p. 249
Personal Guarantees	p. 251
Due Diligence	p. 255
Traditional Due Diligence	p. 255
Financial Matters	p. 257
GAAP Compliance	p. 259
Tax Impact and Compliance	p. 260
Compensation and Benefits	p. 262
Legal	p. 263
Information Technology	p. 264
The Diligence Team	p. 265
Due Diligence Process	p. 266
Public versus Private	p. 266
Impact of Globalization	p. 267
Who Relies on Due Diligence?	p. 267
Quality of Earnings	p. 268
Financial Statement Audits	p. 268
Market Valuation	p. 271
Reasons for Appraisal	p. 272
Determine the Value Subworld	p. 272
Calculate the Benefit Stream	p. 273
Synergies	p. 279
Determine Private Return Expectation	p. 281
Specific Investor Return	p. 282
Industry-Specific Return	p. 284
General Investor Returns	p. 284
General Acquisition Selling Multiples	p. 284
Derive Value	p. 285
Global Perspective	p. 289
Epilogue for Business Owners	p. 291
Appendix	p. 297
Transaction Examples	p. 297
Transaction Valuation	p. 298
Tools, Models, Resources, and Templates	p. 299
Glossary	p. 301
Notes	p. 337
About the Authors	p. 343
About the Contributors and Reviewers	p. 347
Index	p. 361
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