Middle market M & A handbook for investment banking and business consulting
Formula Definitions -- Part 3 The M&A Practice and Processes -- Chapter 6 Practice Management -- Primary M&A Advisors -- Marketing the M&A Practice -- Target Audience -- Networking -- Marketing and Advertising -- Pretransaction Consulting -- Valuation Services -- Other Consulting Service...
| Autor principal: | |
|---|---|
| Otros Autores: | |
| Formato: | Libro electrónico |
| Idioma: | Inglés |
| Publicado: |
Hoboken, NJ :
Wiley-Blackwell
2022
[2022] |
| Edición: | 2nd ed |
| Colección: | Wiley finance series.
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| Materias: | |
| Ver en Biblioteca Universitat Ramon Llull: | https://discovery.url.edu/permalink/34CSUC_URL/1im36ta/alma991009703308606719 |
Tabla de Contenidos:
- Cover
- Title Page
- Copyright Page
- Contents
- Preface
- Acknowledgments
- Part 1 Middle Market Overview
- Chapter 1 The Middle Market
- Performance and Impact
- Definition
- Characteristics of Middle Market Companies
- Ownership
- Access to and Use of Capital
- Organization
- Chapter 2 Private Capital Markets
- Segmented Markets
- How Market Players View Risk
- Capital Providers
- Owners' and Managers' Views of Risk/Return
- Buyers
- Market Activity
- Chapter 3 Valuation Perspectives for the Private Markets
- Private Business Valuation Can Be Viewed Through Different Standards of Value
- Market Value
- Investment Value
- Fair Market Value
- Fair Value
- Incremental Business Value
- Owner Value
- LBO Value
- Collateral Value
- Book Value
- Valuing Intangibles
- Why the Different Versions of Value?
- Valuation as a Range Concept
- Value Worlds and Deals
- Part 2 For the Business Owner/Operator and Entrepreneur
- Chapter 4 Transition, Succession, and Exit Planning
- A Decision Framework
- 1. Owner Ambitions and Goals
- 2. Industry Cycle
- 3. Business Cycle
- 4. Company Foundation
- A Team Approach
- Chapter 5 Value Growth and Optimization*
- Increasing the Return on Invested Capital
- Strategic Position
- Customer Base
- Cost Structure and Scalability
- Working Capital
- Human Capital
- Reducing the Risk of Investment
- Awareness and Planning
- Growth Plans and Relative Position
- Leadership Team
- Predictability of Revenues and Earnings
- Concentrations
- Compliance
- Keeping Current
- Ease the Transfer of Ownership
- Financial Information
- Contracts
- Title to Assets
- Corporate Structure and Attributes
- Don't Lose Focus on the Core Business
- Summary
- Formula Definitions
- Part 3 The M&
- A Practice and Processes
- Chapter 6 Practice Management
- Primary M&.
- A Advisors
- Marketing the M&
- A Practice
- Target Audience
- Networking
- Marketing and Advertising
- Pretransaction Consulting
- Valuation Services
- Other Consulting Services
- Becoming an Expert
- Client Acceptance
- Confidentiality
- Client Engagement
- Identification of the Parties
- Scope of Service
- Limitations and Disclosures
- Fees-Selling Advisor
- Example Fee Structures
- Termination and Tail
- Buy-Side Engagements
- Licensure Issues in the M&
- A Business*
- Chapter 7 Sell-Side Representation and Process
- Selling Process Overview
- Step 1: Preliminary Discussions with Seller
- What Is the Transaction?
- Value Expectations
- Process
- Step 2: Data Collection
- Step 3: Industry Research and Identifying Buyers
- Research Market Buyers
- Step 4: The Marketing Book
- Preparation
- Seller Motivation
- Financial Disclosures
- Specific EBITDA Presentations
- Balance Sheet Presentation
- Other Financial Disclosures
- Prospective Financial Presentation
- Step 5: Marketing Process
- Clear the List with the Seller
- Initiate Contact with Buyers
- Obtain Nondisclosure Agreements
- Distribute the Book
- Follow Up, Discuss, and Set Expectations
- Step 6: The Auction Dynamic and Negotiations
- Negotiated Sale
- Private Auction
- Public Auction
- Step 7: Buyer Interest and Transaction Structure
- Term Sheets
- Indication of Interest (IOI)
- Letters of Intent
- Deal Structure
- Asset versus Stock Structure
- Other Tax Deferral Techniques
- Step 8: Due Diligence
- Step 9: Definitive Agreements
- Step 10: Closing Process
- Price and Valuation Changes
- Terms and Conditions Changes
- Third-Party Challenges
- Allocation of Risk
- Other Preclosing Mistakes
- Postsale Integration
- Chapter 8 Corporate Development and the Buy-Side Process
- Why Acquire?
- The Dismal Ds
- Alternatives.
- The Acquisition Process
- The Pipeline and Filter
- Approaching the Target
- The Balance between a Deep Dive and Locking In the Deal
- Lower-Middle Market versus Middle Market Deals
- Valuation from a Strategic's Perspective
- Structuring the Transaction
- The Bid
- Due Diligence
- Integration
- Practical Tips and What Causes Deals to Fail
- What Should We Acquire?
- Why Are We Doing This?
- Alignment of Interests
- Recruit the Right Advisors Early
- Allocate Enough Resources
- Every Interaction Is a Negotiation13
- If It Can Go Wrong, It Will Go Wrong
- Chapter 9 Buy-Side Representation
- Buyer Clients
- Strategy
- The Filter
- Financing
- Quality of Earnings
- Coordination
- Integration
- Chapter 10 Technology in the M&
- A Process
- Virtual Data Room
- Market Insight and Data
- Deal Sourcing and Exchanges
- Due Diligence Software
- Project Management Software
- Comprehensive M&
- A Software
- Supporting Tools
- Artificial Intelligence and Technology Trends
- Technology Providers
- Chapter 11 Professional Standards and Ethics
- Holistic Advice
- Ethical and Professional Standards
- Competence and Professionalism (Reputation)
- Best Practices (Activities)
- Ethics (Behavioral Boundaries)
- The Middle Market Standard
- Part 4 M&
- A Technical Discussions
- Chapter 12 Financial Analysis
- Financial Reporting Motivation
- EBITDA
- Balance Sheet Analysis
- Working Capital
- Normalization
- Chapter 13 Market Valuation
- Reasons for Appraisal
- Determine the Value Subworld
- Calculate the Benefit Stream
- Synergies
- Determine Private Return Expectation
- Specific Investor Return
- General Acquisition Selling Multiples
- Derive Value
- Chapter 14 Deal Structure
- Structural Priorities
- Business and Economic Terms
- Tax Structure
- Legal Structure
- Mergers.
- Initial Analysis of Both Entities
- Strategic Rationale
- Valuation Modeling
- Understanding Cost, Operational, and Cultural Differences
- Developing the Integration Plan
- Deal Structure and Negotiations
- Chapter 15 Financing Sources and Capital Structure
- Perspective
- Financing Primer
- Capital Structure
- Factors Shaping the Capital Structure
- Basic Deals
- Buyouts3
- Recapitalizations
- Acquisitions
- Sources and Types of Funding
- Debt
- Private Equity
- Personal Guarantees
- Chapter 16 Due Diligence
- Due Diligence Process
- The Diligence Team
- Traditional Due Diligence
- Financial Matters
- Quality of Earnings Analysis
- Balance Sheet Analysis
- Ratio Analysis
- Other Risks
- Audited Financial Statements
- GAAP Compliance
- Tax Structuring and Compliance
- Compensation and Benefits
- Legal
- Technical Due Diligence
- Business Due Diligence
- Chapter 17 Tax Provisions Used in M&
- A
- Tax Fundamentals
- Transaction Tax Basics
- Asset Transactions
- Stock Transactions
- Stock versus Asset Sale Example
- Asset Transaction Details
- Buyer Tax Issues
- Detailed Tax Structuring
- Installment Sales
- Risk of Forfeiture
- Assets That Qualify for Installment Treatment
- Installment Planning Opportunity
- Partnership M&
- A
- General Partnership Doctrine
- Partnership versus S Corporation
- Partnership Gain Tracking Rules
- Purchase Price Allocation for Partnership Buyers
- Corporate M&
- A Issues
- Contributions to Corporations
- Stock/Asset Sale Election: Section 338
- Mergers and Reorganizations
- S Corporation Issues
- Tax Glossary and Reference
- Chapter 18 Legal Documentation
- The Attorney's Role
- Preliminary Legal Documents
- Nondisclosure and Confidentiality Agreement
- Letter of Intent
- Acquisition Agreements
- Structure of the Deal
- Stock Sale/Merger.
- Asset Purchase
- Representations and Warranties
- Qualifications to Representations and Warranties
- Indemnification
- Transaction Statistics
- Consulting and Employment Agreements
- Regulatory Compliance
- Chapter 19 Regulation and Compliance *
- Protecting Investors: Securities Act of 1933
- Exemptions under the 33 Act
- Commonly Used Private Placement Exemptions
- Keeping The Markets Honest: Securities Exchange Act of 1934
- Requirements and Rules
- Williams Act
- Antitrust Issues and Laws You May Encounter in the Deal
- Hart-Scott-Rodino Act
- Transactions Involving Foreign Investors, Foreign Trade, and National Defense Matters
- Other Regulatory Issues and Laws You May Encounter in the Deal
- Bulk Sales Laws
- The WARN Act
- The Investment Banker's Perspective
- SEC Provisions Regulating Broker-Dealers
- M&
- A Brokers No-Action Letter
- Finders
- Investment Advisers Act and Investment Company Act of 1940
- FINRA Provisions for Broker-Dealers
- The Company's Perspective
- Process of Issuing, Selling, or Exchanging Securities for a Deal
- State Blue-Sky Laws
- Considerations for Public Companies
- Chapter 20 Cross-Border Considerations*
- Is Cross-Border M&
- A the Right Move?
- Culture
- Country Risk
- Financial Risk
- Market and Operational Risks
- The Legal Environment
- Labor and Employment
- Negotiations
- Due Diligence
- Integration
- Summary
- Glossary
- Notes
- About the Authors
- About the Contributors and Reviewers
- Index
- EULA.
