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

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  • Edition: 1st
  • Format: Hardcover
  • Copyright: 2012-02-01
  • Publisher: Wiley
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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

Prefacep. xv
Acknowledgmentsp. xix
The Middle Marketp. 1
Private Capital Marketsp. 1
Segmented Marketsp. 4
Why Are Markets Segmented?p. 7
Capital Providersp. 9
Owners' and Managers' Views of Risk/Returnp. 10
Buyersp. 11
Market Activityp. 14
Valuation Perspectives for the Private Marketsp. 17
Private Business Valuation Can Be Viewed through Different Standards of Valuep. 18
Market Valuep. 21
Fair Market Valuep. 22
Fair Valuep. 22
Incremental Business Valuep. 23
Investment Valuep. 23
Owner Valuep. 23
Collateral Valuep. 23
Book Valuep. 24
Why the Different Versions of Value?p. 24
Valuation as a Range Conceptp. 25
Value Worlds and Dealsp. 26
An Alternative Valuation Approachp. 26
Corporate Developmentp. 27
Why Acquire?p. 28
The Dismal Dsp. 29
Alternativesp. 30
The Acquisition Processp. 31
The Pipeline and Filterp. 32
Approaching the Targetp. 33
The Balance between a Deep Dive and Locking In the Dealp. 34
Lower-Middle Market versus Middle Market Dealsp. 34
Valuation from a Strategic‚«÷s Perspectivep. 35
Structuring the Transactionp. 37
The Bidp. 38
Due Diligencep. 38
Integrationp. 41
Case Study #1p. 42
Strategic Rationalep. 42
Challengesp. 43
Transactionp. 44
Lessons Learnedp. 44
Case Study #2p. 44
Practical Tips and What Causes Deals to Failp. 47
What Should We Acquire?p. 47
Why Are We Doing This?p. 48
Alignment of Interestsp. 48
Allocate Enough Resourcesp. 49
If It Can Go Wrong, It Will Go Wrongp. 49
A Global Perspectivep. 51
Advantages of Global M&Ap. 52
Challenges to Global M&Ap. 52
Negotiations and the Importance of Cultural Tune-Inp. 55
Strategic Due Diligencep. 56
Postmerger Integration: Are the Odds in Your Favor?p. 59
From the Start: Think Integrationp. 61
Acquisitions that Build Valuep. 62
Set Clear Expectations and Invest in High-Quality, Two-Way Communicationp. 63
Acknowledge Cultural Differences but Simultaneously Create a Common Corporate Culture with a Single Goal: Achieving High Performancep. 64
Move to a Cross-Border Operating Modelp. 65
The Legal Environment and the Acquisition Processp. 66
The Legal Environment and the Conduct of Businessp. 67
Taxationp. 68
Laborp. 68
Foreign Corrupt Practices Act (FCPA)p. 69
Success Factorsp. 70
The M&A Practice and Processesp. 71
Practice Managementp. 73
Primary M&A Advisorsp. 74
Marketing the M&A Practicep. 76
Networkingp. 76
Marketing and Advertisingp. 77
Pretransaction Consultingp. 77
Valuation Servicesp. 77
Other Consulting Servicesp. 78
Becoming an Expertp. 78
Understanding the Private Business Ownerp. 78
Client Acceptancep. 79
Initial Financial Analysisp. 82
Value Discussionsp. 82
Process Discussionsp. 82
Confidentialityp. 83
Client Engagementp. 84
Identification of the Partiesp. 85
Scope of Servicep. 85
Limitations and Disclosuresp. 86
Feesp. 86
Double Lehman Formulap. 87
Termination and Tailp. 88
Licensure Issues in the M&A Businessp. 88
Sell-Side Representation and Processp. 91
Selling Process Overviewp. 91
Data Collectionp. 92
Industry Research and Identifying Buyer Typesp. 94
The Marketing Bookp. 95
Marketing Processp. 99
Negotiating Price and Termsp. 102
Structuring the Transactionp. 106
Receiving Letters of Intent or Term Sheetsp. 109
Due Diligencep. 111
Definitive Agreementsp. 112
Closing Processp. 114
Buy-Side Representation and Processp. 117
Strategyp. 117
Engagement and Feesp. 119
The Filterp. 119
Financingp. 120
Quality of Earningsp. 120
Coordinationp. 122
Integrationp. 122
Mergersp. 123
Initial Analysis of Both Entitiesp. 123
Strategic Rationalep. 124
Valuation Modelingp. 125
Understand Cost, Operational, and Cultural Differencesp. 125
Develop the Integration Planp. 127
Deal Structure and Negotiationsp. 127
Due Diligencep. 128
Legal Process and Closingp. 129
Postclosing Integrationp. 130
Professional Standards and Ethicsp. 131
Role of the M&A Advisor in the Economyp. 132
A Whole New Wayp. 133
The Middle Market Standardp. 134
Ethical and Professional Standardsp. 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 Discussionsp. 137
Financial Analysisp. 139
Financial Reporting Motivationp. 139
EBITDAp. 140
Balance Sheet Analysisp. 142
Working Capitalp. 142
Normalizationp. 148
Deal Structure and Legal Documentationp. 151
Attorney's Rolep. 151
Preliminary Legal Documentsp. 153
Confidentiality Agreementp. 153
Letter of Intentp. 154
Structure of the Dealp. 155
Stock Sale/Mergerp. 155
Asset Purchasep. 157
Section 338(h)(10) Election in a Stock Salep. 160
Purchase Pricep. 160
Consulting and Employment Agreementsp. 161
Due Diligencep. 161
Acquisition Agreementsp. 161
Representations and Warrantiesp. 162
Qualifications to Representations and Warrantiesp. 163
Indemnificationp. 163
Earnoutsp. 164
Parametersp. 165
Benefits of Earnoutsp. 165
Shortcomings of Earnoutsp. 165
Regulatory Compliancep. 166
Tax Structure and Strategyp. 168
Tax Fundamentalsp. 168
Transaction Tax Basicsp. 172
Asset Transactionsp. 172
Stock Transactionsp. 174
Stock versus Asset Sale Examplep. 175
Negotiations Based on Structurep. 177
Asset Transaction Detailsp. 179
Buyer Tax Issuesp. 185
Tax Glossary and Referencep. 188
Tax Provisions Used in M&Ap. 193
Installment Salesp. 193
Risk of Forfeiturep. 194
Assets that Qualify for Installment Treatmentp. 194
Installment Planning Opportunityp. 195
Section 1031 (Like-Kind) Exchangesp. 196
Third-Party Exchangesp. 196
Partnership M&Ap. 196
General Partnership Doctrinep. 197
Partnership versus S Corporationp. 197
Partnership Gain Tracking Rulesp. 200
Purchase Price Allocation for Partnership Buyersp. 200
Corporate M&A Issuesp. 201
Contributions to Corporationsp. 201
Mergers and Reorganizationsp. 202
Net Operating Loss Limitationsp. 206
Stock/Asset Sale Election: Section 338p. 206
S Corporation Issuesp. 208
Tax Glossary and Referencep. 210
Regulation and Compliancep. 215
Protecting Investors: Securities Act of 1933p. 215
Exemptions under the 33 Actp. 216
Commonly Used Private Placement Exemptionsp. 217
Keeping the Markets Honest: Securities Exchange Act of 1934p. 219
Requirements and Rulesp. 219
Williams Actp. 220
Antitrust Issues and Laws You May Encounter in the Dealp. 221
Hart-Scott-Rodino Actp. 221
Specific Industriesp. 222
Exon-Floriop. 223
Other Regulatory Issues and Laws You May Encounter in the Dealp. 223
Bulk Sales Lawsp. 223
The WARN Actp. 224
The Investment Banker's Perspectivep. 224
SEC Provisions for Broker-Dealersp. 225
Investment Advisers Act and Investment Company Act of 1940p. 226
FINRA Provisions for Broker-Dealersp. 227
The Company‚«÷s Perspectivep. 227
Process of Issuing and Selling Securities in the Dealp. 227
State Blue-Sky Lawsp. 228
Considerations for Public Companiesp. 229
Financing Sources and Structuresp. 231
Perspectivep. 231
Buyoutsp. 232
Buyout Deal Structurep. 234
Bridging the Valuation Gapp. 237
Recapitalizationp. 237
Acquisitionsp. 237
Financing Primerp. 239
Capital Structurep. 239
Factors Shaping the Capital Structurep. 243
Sources and Types of Fundingp. 246
Debtp. 247
Private Equityp. 249
Personal Guaranteesp. 251
Due Diligencep. 255
Traditional Due Diligencep. 255
Financial Mattersp. 257
GAAP Compliancep. 259
Tax Impact and Compliancep. 260
Compensation and Benefitsp. 262
Legalp. 263
Information Technologyp. 264
The Diligence Teamp. 265
Due Diligence Processp. 266
Public versus Privatep. 266
Impact of Globalizationp. 267
Who Relies on Due Diligence?p. 267
Quality of Earningsp. 268
Financial Statement Auditsp. 268
Market Valuationp. 271
Reasons for Appraisalp. 272
Determine the Value Subworldp. 272
Calculate the Benefit Streamp. 273
Synergiesp. 279
Determine Private Return Expectationp. 281
Specific Investor Returnp. 282
Industry-Specific Returnp. 284
General Investor Returnsp. 284
General Acquisition Selling Multiplesp. 284
Derive Valuep. 285
Global Perspectivep. 289
Epilogue for Business Ownersp. 291
Appendixp. 297
Transaction Examplesp. 297
Transaction Valuationp. 298
Tools, Models, Resources, and Templatesp. 299
Glossaryp. 301
Notesp. 337
About the Authorsp. 343
About the Contributors and Reviewersp. 347
Indexp. 361
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