Practitioner's Complete Guide to M&As

The ultimate guide to the ins and out of mergers and
acquisitions

Practitioner's Complete Guide to M&As provides the
practical tricks of the trade on M&As: what they need to know,
what they have to know, and what they need to do. Numerous examples
and forms are included illustrating concepts in discussion.

• Written in a straight-talking style

• A highly, practical application-oriented guide to mergers and
  acquisitions

• Covers strategy development; deal flow and target
  identification; due diligence; valuation and offers; tax
  structuring; negotiation; and integration and value creation"

• Presents information using bullet points rather than lengthy
  narrative for ease of reading

• Numerous exhibits, forms, and examples are included

This practical guide takes you through every step of the M&A
process, providing all the necessary tools that both the first-time
M&A player as well as the seasoned practitioner need to
complete a smart transaction.

Autorentext
DAVID T. EMOTT is a seasoned manager with over twenty-five years of progressively greater responsibility in directing corporate strategy development, M&A and joint venture initiatives, performance measurement, strategic planning, control, financing, information technology, and tax planning activities in international and domestic theaters. He currently runs his own consulting business, D.T. Emott Advisory LLC, which provides services to buyers and sellers of companies or operating units.

Zusammenfassung
The ultimate guide to the ins and out of mergers and acquisitions Practitioner's Complete Guide to M&As provides the practical tricks of the trade on M&As: what they need to know, what they have to know, and what they need to do. Numerous examples and forms are included illustrating concepts in discussion.

• Written in a straight-talking style
• A highly, practical application-oriented guide to mergers and acquisitions
• Covers strategy development; deal flow and target identification; due diligence; valuation and offers; tax structuring; negotiation; and integration and value creation"
• Presents information using bullet points rather than lengthy narrative for ease of reading
• Numerous exhibits, forms, and examples are included
  This practical guide takes you through every step of the M&A process, providing all the necessary tools that both the first-time M&A player as well as the seasoned practitioner need to complete a smart transaction.

Inhalt

Preface xi

Acknowledgments xiii

TOPIC 1 Strategy Development, Then M&A 1

TOPIC 2 M&A Process: Front to Back 13

TOPIC 3 Why M&A? 17

TOPIC 4 Deal Criteria 19

TOPIC 5 Deal Sourcing 26

TOPIC 6 Fees for Services 29

TOPIC 7 Financial and Strategic Buyers 36

TOPIC 8 How Long Will It Take to Complete the Deal? 38

TOPIC 9 Confidentiality Agreements 39

TOPIC 10 "Concern Capture" Due Diligence 44

TOPIC 11 Keep Deal Conversations Quiet 53

TOPIC 12 Auctions 54

TOPIC 13 Seller's Prospectus 62

TOPIC 14 Pay for Inherent Capabilities Only 65

TOPIC 15 Platform Value 68

TOPIC 16 Buyer and Seller Value Perspectives 70

TOPIC 17 Integration Initiatives Will Determine Deal Value 73

TOPIC 18 Unlock Hidden Value: The Lean Enterprise 75

TOPIC 19 The Real Deal: Lean 78

TOPIC 20 Valuation: An Introduction 82

TOPIC 21 Discounted Cash Flow: An Introduction 86

TOPIC 22 Free Cash Flow 90

TOPIC 23 Fair Return on a Deal 95

TOPIC 24 Risk-Free Rates 104

TOPIC 25 Equity Risk Premiums 105

TOPIC 26 What Is Business Risk? 106

TOPIC 27 Entropy: Tendency toward Negative Variation 110

TOPIC 28 Equity Investor Risk 112

TOPIC 29 Beta 113

TOPIC 30 Systematic Risk 116

TOPIC 31 Unsystematic Risk 118

TOPIC 32 Beta with or without Debt 119

TOPIC 33 Beta: Levered or Unlevered 120

TOPIC 34 Beta Application in Determination of CU 123

TOPIC 35 Levered Beta Moves as Debt to Equity Moves 125

TOPIC 36 Size Premium 127

TOPIC 37 Weighted Average Cost of Capital 130

TOPIC 38 Terminal Values, Terminal Value Multiples, and Terminal Value DCFs 137

TOPIC 39 Discounted Cash Flow Valuation Illustrated 142

TOPIC 40 Leverage: The Real Deal 147

TOPIC 41 Debt Limits 149

TOPIC 42 Debt Adds Value: Derivation of Dt 151

TOPIC 43 The Leveraged Buyout; Definition and Valuation 155

TOPIC 44 Valuing the Leveraged Buyout 160

TOPIC 45 Real Option Valuation: An Introduction 169

TOPIC 46 Real Option Valuation: Application and Illustration 173

TOPIC 47 M&A Values Are Not All the Same 179

TOPIC 48 Discounts and Premiums 183

TOPIC 49 Discounted Cash Flow Valuations: Minority or Control 192

TOPIC 50 Inflation in DCF Valuations 194

TOPIC 51 Integration, Alignment, and Synergy Benefits: Plan It Out 195

TOPIC 52 Integration, Alignment, and Valuing Synergy Benefits 197

TOPIC 53 Venture Capital Valuation 208

TOPIC 54 Discount Rates and Valuing Free Cash Flow 211

TOPIC 55 Growth, C*, and Return: The Engine to Increased Valuations and Deferred Tax Advantage 222

TOPIC 56 How Fast Can the Target Grow? 225

TOPIC 57 Cash Flow Multiples, Growth Rates, and Discount Rates 227

TOPIC 58 Comparable Multiples 239

TOPIC 59 Converting FCFM to P/Es and Other Valuation Multiples and Deriving Slot Multiples for Public Companies 247

TOPIC 60 EBITDA Valuation Engine 264

TOPIC 61 Free Cash Flow Equivalent Impacts for Arbitrary Adjustments to Discount Rates 276

TOPIC 62 Transferring Defined Benefit Pension Plan Liability Issues 278

TOPIC 63 Environmental Remediation Expenses 282

TOPIC 64 Environmental Insurance 283

TOPIC 65 Management Warrant Incentive Plans 285

TOPIC 66 Negotiation: Introduction and Overview 290

TOPIC 67 Negotiation: Values, Offers, Prices, and Risk Assumption 292

TOPIC 68 Negotiation: Offer Content 296

TOPIC 69 Negotiation: Create Space in Your Ideas 298

TOPIC 70 Negotiation: Beware of the Emotions of Private Sellers 299

TOPIC 71 Negotiation: Imprint; Do Not Lecture 301

TOPIC 72 Negotiation: Handling Tight Spots 303

TOPIC 73 Negotiation: Closing the Bid-Ask Negotiating Gap 305

TOPIC 74 Negotiation: Be Aware of Leverage and Deal Momentum Shift 308 TOPIC 75 ...