Mergers and Acquisitions Basics : The Key Steps of Acquisitions, Divestitures, and Investments

by Michael E. S. Frankel

• ISBN13: 9780471740193
• ISBN10: 0471740195
• Format: eBook
• Copyright: 2005-10-01
• Publisher: Wiley

Summary

This book will provide the answers to the questions that senior level executives have about what are M&As and the steps involved. It provides basic guidelines and lessons for going through an M&A for the first time. It explains what the key events, processes, and issues that a buyer or seller must consider during a merger or acquisition. By using this book, executives can avoid costs and sometimes fatal mistakes and maximize the financial and operational value of the deal to their companies. Chapters include: (1) Terms and Phrases: Language of the Deal, (2) Explanation of Legal Structures and Terms, (3) Strategic Transactions: Before the Deal Starts, (4) Mergers and Acquisitions: Doing the Deal, (5) Equity Investments: Doing the Deal, (6) Sellers, (7) Buyers, (8) Appendix: Checklists and Forms, Reports and Presentations, Generic Valuation Exercise

Table of Contents

Preface. Acknowledgments. Chapter 1: Introduction. Chapter 2: The Players. The Buyer. The Seller. Investors/Owners. Corporate Staff. Advisors. Regulators. Others. Chapter 3: Decision to Buy or Sell. Reasons to Buy. Choosing to Sell. Chapter 4: Buyer's Preparation for the Deal. Developing a Strategy. Building a Capability. Devising a Process. Planning the Message. Chapter 5: Seller's Preparation for the Deal. Building a Capability. Making the Business Most Sellable: Cleaning It Up. Setting Expectations with Constituents. Chapter 6: Deal Process. Determining the Universe of Buyers. Making the Approach. One-on-One Negotiation. Formal Auction. Informal Auction. Bankruptcy Auction. Direct versus Proxy. Relative Positions of Power. Chapter 7: Due Diligence. Building a Team. What the Buyer Wants to Know. Chapter 8: Valuation. Standard Valuation Methods. Pro Forma: Finding and Splitting the Upside. Getting the Valuation and Pro Forma Done. Chapter 9: Integration Planning. Dedicating Resources. Linking Due Diligence to Integration Planning and Execution. Key Integration Issues. Chapter 10: Financing Issues. Cost of Capital. Lost Opportunities. Financing Contingency: "Bird in the Hand". Chapter 11: Closing the Deal and After. How Is a Deal Closed? Other Signing and Closing Events. Postclosing Issues. Integration and Look Back (the Postmortem). Appendix A: Standard Form Deliverables During a Strategic Transaction Example. Appendix B: Due Diligence Report Table of Contents. Appendix C: Standard Deal Process Checklist Example. Appendix D: Standard Approval Process Example. Appendix E: Approval of a Strategic Transaction: Key Topics in Presentation. Appendix F: Generic Valuation Exercise. Appendix G: Generic Acquisition Term Sheet for Acquisition by Public Buyer of Privately Held Target. Appendix H: Generic Investment Term Sheet. Index.