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

Informationen zum Autor MICHAEL E. S. FRANKEL is managing director and head of the Deloitte New-venture Accelerator at Deloitte. He is the author of Mergers and Acquisitions Deal-Makers, Second Edition and Mergers and Acquisitions Basics . LARRY H. FORMAN is Senior Manager of the Deloitte New-venture Accelerator at Deloitte. Klappentext The essential executive M&A primer, with practical tools and expert insightMergers and Acquisitions Basics provides complete guidance on the M&A process, with in-depth analysis, expert insight, and practical tools for success. This new second edition has been updated to reflect the current M&A landscape, giving busy executives the ideal resource for navigating each step in the process. Veteran executives relate guidelines, lessons learned, and mistakes to avoid as they explain how M&As work, identify the major players, and describe the roles involved in a successful transaction. Both buyer and seller must consider a broad range of factors, and this essential guide provides checklists, forms, sample reports, and presentations to help you avoid surprises and ensure your organization's full preparation for the deal. Equity investments, valuation, negotiation, integration, legal aspects, and more are explained in detail to provide a foundational primer for anyone seeking to clarify their role in the process.Mergers and acquisitions are becoming ever more critical to the growth of large and mid-sized companies. This book balances depth and breadth to provide a one-stop guide to maximizing the financial and operational value of the deal.* Identify key drivers of purchase or sale* Understand major roles, processes, and practices* Avoid valuation detractors and negotiate effectively* Overcome common challenges to successful integrationEffective M&As are highly strategic, solidly structured, and beneficial on both sides. It's a complex process with many variables, many roles, and many potential pitfalls, but navigating the deal successfully can mean the difference between growth and stagnation. Mergers and Acquisitions Basics is the comprehensive resource every executive needs to understand the ins-and-outs of strategic transactions. Zusammenfassung The essential executive M&A primer, with practical tools and expert insight Mergers and Acquisitions Basics provides complete guidance on the M&A process, with in-depth analysis, expert insight, and practical tools for success. Inhaltsverzeichnis Preface ix Acknowledgments xi CHAPTER 1 Introduction 1 Notes 8 CHAPTER 2 The Players 10 The Buyer 10 The Seller 17 Investors/Owners 19 Corporate Staff 29 Advisors 36 Regulators 46 Others 49 Notes 51 CHAPTER 3 Decision to Buy or Sell 55 Reasons to Buy 56 Choosing to Sell 70 Notes 84 CHAPTER 4 Buyer's Preparation for the Deal 85 Developing a Strategy 85 Building a Capability 89 Devising a Process 95 Planning the Message 102 Notes 103 CHAPTER 5 Seller's Preparation for the Deal 104 Building a Capability 104 Making the Business Most Sellable; Cleaning It Up 107 Setting Expectations with Constituents 130 Preparing the Business for Sale 134 Notes 145 CHAPTER 6 Deal Process 147 Determining the Universe of Buyers 148 Making the Approach 149 One-on-One Negotiation 151 Formal Auction 155 Informal Auction 159 Bankruptcy Auction 160 Direct versus Proxy 161 Relative Positions of Power 161 International M&A 162 Seller Behavior and Building Trust 167 Notes 173 CHAPTER 7 Due Diligence 174 Building a Team 174 What the Buyer Wants to Know 186 Notes 209 CHAPTER 8 Valuation 211

List of contents

Preface ix
 
Acknowledgments xi
 
CHAPTER 1 Introduction 1
 
Notes 8
 
CHAPTER 2 The Players 10
 
The Buyer 10
 
The Seller 17
 
Investors/Owners 19
 
Corporate Staff 29
 
Advisors 36
 
Regulators 46
 
Others 49
 
Notes 51
 
CHAPTER 3 Decision to Buy or Sell 55
 
Reasons to Buy 56
 
Choosing to Sell 70
 
Notes 84
 
CHAPTER 4 Buyer's Preparation for the Deal 85
 
Developing a Strategy 85
 
Building a Capability 89
 
Devising a Process 95
 
Planning the Message 102
 
Notes 103
 
CHAPTER 5 Seller's Preparation for the Deal 104
 
Building a Capability 104
 
Making the Business Most Sellable; Cleaning It Up 107
 
Setting Expectations with Constituents 130
 
Preparing the Business for Sale 134
 
Notes 145
 
CHAPTER 6 Deal Process 147
 
Determining the Universe of Buyers 148
 
Making the Approach 149
 
One-on-One Negotiation 151
 
Formal Auction 155
 
Informal Auction 159
 
Bankruptcy Auction 160
 
Direct versus Proxy 161
 
Relative Positions of Power 161
 
International M&A 162
 
Seller Behavior and Building Trust 167
 
Notes 173
 
CHAPTER 7 Due Diligence 174
 
Building a Team 174
 
What the Buyer Wants to Know 186
 
Notes 209
 
CHAPTER 8 Valuation 211
 
Standard Valuation Methods 212
 
Pro Forma: Finding and Splitting the Upside 228
 
Getting the Valuation and Pro Forma Done 239
 
Deal Structure and Consideration 255
 
Notes 259
 
CHAPTER 9 Integration Planning 261
 
Dedicating Resources 262
 
Linking Due Diligence to Integration Planning and Execution 263
 
Key Integration Issues 264
 
Notes 275
 
CHAPTER 10 Financing Issues 276
 
Cost of Capital 276
 
Lost Opportunities 285
 
Financing Contingency: "Bird in the Hand" 286
 
Notes 287
 
CHAPTER 11 Closing the Deal and After 288
 
How Is a Deal Closed? 288
 
Other Signing and Closing Events 291
 
Post-Closing Issues 294
 
Integration and Look Back (the Postmortem) 295
 
Note 296
 
APPENDIX A Standard Form Deliverables During a Strategic Transaction Example 297
 
APPENDIX B
 
B1: Due Diligence Report Table of Contents 298
 
B2: Due Diligence Report for Project X 299
 
APPENDIX C Standard Deal Process Checklist Example 301
 
APPENDIX D Standard Approval Process Example 303
 
APPENDIX E Approval of a Strategic Transaction: Key Topics in Presentation 304
 
APPENDIX F Generic Valuation Exercise 306
 
APPENDIX G Generic Acquisition Term Sheet for Acquisition by Public Buyer of Privately Held Target 307
 
APPENDIX H Generic Investment Term Sheet for Project "Moon" 313
 
APPENDIX I Notable Transaction Issues by Country/Territory 315
 
Index 325

Product details

• Authors: Larry Forman, Larry H Forman, Larry H. Forman, Larry H. Frankel Forman, Mes Frankel, Michael E Frankel, Michael E S Frankel, Michael E. S. Frankel, Michael E. S. Forman Frankel, Frankel Michael E. S.
• Publisher: Wiley, John and Sons Ltd
• Languages: English
• Product format: Hardback
• Released: 05.05.2017
• EAN: 9781119273479
• ISBN: 978-1-119-27347-9
• No. of pages: 368
• Series: Wiley Finance; Wiley Finance Editions; Wiley Finance; Wiley Finance Editions
• Subjects: Social sciences, law, business > Business > Business administration; Rechnungswesen, Bewertung, Accounting, Valuation, Corporate Finance, Budgeting and financial management