The Art of Distressed M&A: Buying, Selling, and Financing Troubled and Insolvent Companies

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  • Edition: 1st
  • Format: Hardcover
  • Copyright: 2011-03-11
  • Publisher: McGraw-Hill Education
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Take the stress out of the distressed M&A process!These days, opportunities in distressed mergers and acquisitions aboundand the trend will continue into the foreseeable future. If you're in the business of M&A, this book is what you need to make confident decisions that will pay off handsomely in the end.Distressed mergers and acquisitionsencompassing a wide array of transactions related to bankruptcies, restructurings, recapitalizations, and liquidationsinvolve seemingly innumerable issues typically not present in more traditional M&A of going concerns.The Art of Distressed M&Aanswers every question and addresses every challenge of the process. Whether it's describing the unique fiduciary duties a board of directors faces when contemplating a distressed sale, or the valuation of a business in financial distress, or the legal framework a bankruptcy court will apply toward valuation during a Chapter 11 proceeding, this book will help you make the right decisions the first time around.TABLE OF CONTENTSSection I: Getting Started in Distressed M&A Chapter 1.Key Definitions and Concepts Chapter 2.Understanding the Unique Intricacies of the Bankruptcy Process Section II: The Art of Valuing a Distressed Business Chapter 3.Valuing a Distressed Business: Need-to-Know Business Considerations Chapter 4.Valuing a Distressed Business: Navigating the Legal Construct Section III: A Closer Look at Financing Distressed M&A Chapter 5.The ABCs of Pre-Petition Cash Management vs. Acquisition Financing Chapter 6.Dynamics of Debt-Based Financing Chapter 7.Dynamics of Equity-Based Financing Chapter 8.Dynamics of "Hybrid" Financing Chapter 9.Strategies for Managing Multiple Financing Sources Section IV: Key Tax and Accounting Considerations Chapter 10.Mitigating Tax Risk in Distressed M&A Chapter 11."Fresh Start" and Other Bankruptcy-Centric Accounting Rules (Includes new Global Standards) Section V: The Due Diligence Inquiry Chapter 12.Conducting Due Diligence: An Overview Chapter 13.The Operations and Management Review Chapter 14.The Legal Compliance Review: Antitrust, Intellectual Property, and Successor-Liability Considerations Section VI: Documenting the Deal

Author Biography

H. Peter Nesvold, Esq., CFA, CPA, is a senior vice president at Lazard Asset Management and the coauthor of The Art of M&A and The Art of M&A Structuring.
Jeffrey Anapolsky, Esq., M.B.A., is a vice president in the special situations group of American Capital with more than 10 years experience advising, operating, and investing in special situations involving bankruptcies and out-of-court workouts.
Alexandra Reed Lajoux, M.B.A., Ph.D., is chief knowledge officer of the National Association of Corporate Directors. She is author of The Art of M&A Integration and coauthor of The Art of M&A, The Art of M&A Due Diligence, The Art of M&A Structuring, and The Art of M&A Financing and Refinancing.

Table of Contents

Prefacep. vii
The Big Picturep. 1
Business Failuresp. 3
Alternatives for Distressed Companiesp. 31
Trends in Distressed M&A and Investingp. 67
The Bankruptcy Playersp. 97
A Debtor and Creditor Overviewp. 99
Secured Creditorsp. 127
Unsecured Creditorsp. 151
Advisors and Other Partiesp. 173
Avoiding Common Pitfallsp. 211
Accounting for Workouts: TDRs, Extinguishments, and Modificationsp. 213
Accounting for Bankruptcy: NOLs and Fresh Start Reportingp. 235
Mitigating Legal Risks in Distressed M&A: Fiduciary Duties, Antitrust, and Fraudulent Transfersp. 269
Deal Structures That Workp. 303
Principles of Distressed Company Valuationp. 305
Distressed M&A Strategy: The Plan of Reorganizationp. 333
Distressed M&A Strategy: 363 Sales and Loan-to-Own Transactionsp. 373
Distressed M&A Strategy: Financing and Refinancing Considerationsp. 403
Conclusionp. 457
Indexp. 461
Table of Contents provided by Ingram. All Rights Reserved.

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