Investment Banking

An essential, all-in-one guide to investment banking and valuation, complete with downloadable models - this new edition reflects valuable contributions from Nasdaq and the global law firm Latham & Watkins LLP plus access to the online valuation models and course.

The thoroughly revised Third Edition of Investment Banking: Valuation, LBOs, M&A, and IPOs (Book + Valuation Models) delivers the most current discussion of valuation and deal-making fundamentals essential to the work of investment bankers, private equity professionals, hedge fund investors, corporate lawyers, executives, and students. Drawing on over four decades of combined experience in investment banking and investing, authors Joshua Rosenbaum and Joshua Pearl explain how to perform the valuation work and financial analysis at the core of Wall Street - comparable companies, precedent transactions, DCF, LBO, M&A analysis...and now IPO analytics and valuation. Using a step-by-step, how-to approach for each methodology, the authors build a chronological knowledge base and define key terms, financial concepts, and processes throughout the book.

Now, over 10 years after the release of the first edition, the book is more relevant and topical than ever. The book has sold over 250,000 copies and is used in over 200 universities globally. It has become a go-to resource for investment banks, private equity, investment firms, and corporations undertaking M&A transactions, LBOs, IPOs, restructurings, and investment decisions. While the fundamentals haven't changed, the environment must adapt to changing market developments and conditions. As a result, Rosenbaum and Pearl have updated their widely-adopted book accordingly, turning the latest edition into a unique and comprehensive training package.

The Third Edition includes six downloadable valuation model templates: Comparable Companies Analysis, Precedent Transactions Analysis, Discounted Cash Flow Analysis, Leveraged Buyout Analysis, M&A Analysis, and IPO Valuation, available at www.wiley.com/go/investmentbanking3e.

Auteur

JOSHUA ROSENBAUM is a Managing Director and Head of the Industrials & Diversified Services Group at RBC Capital Markets, where he also serves on the Management Committee for the U.S. Investment Bank. He originates, structures, and advises on M&A, corporate finance, and capital markets transactions. Previously, he worked at UBS Investment Bank and the International Finance Corporation, the direct investment division of the World Bank. He received his AB from Harvard and his MBA with Baker Scholar honors from Harvard Business School. He is also the co-author of The Little Book of Investing Like the Pros.

JOSHUA PEARL is the Founder and Chief Investment Officer of Hickory Lane Capital Management, a long/short equity asset manager. He focuses on public equity investments and special situations utilizing a fundamentals-based approach. From 2011-2020, he served as a Managing Director and Partner at Brahman Capital. Previously, he structured high yield financings, leveraged buyouts, and restructurings as a Director at UBS Investment Bank. Prior to UBS, he worked at Moelis & Company and Deutsche Bank. He received his BS in Business from Indiana University's Kelley School of Business. He is also the co-author of The Little Book of Investing Like the Pros.

Contenu

Additional Resources xv About the Authors xvii Foreword xxi Acknowledgments xxiii Disclaimer xxxi Introduction 1 Structure of the Book 3 Part One: Valuation (Chapters 1-3) 3 Part Two: Leveraged Buyouts (Chapters 4 & 5) 5 Part Three: Mergers & Acquisitions (Chapters 6 & 7) 6 Part Four: Initial Public Offerings (Chapters 8 & 9) 8 ValueCo Summary Financial Information 9 Part One Valuation 11 Chapter 1 Comparable Companies Analysis 13 Summary of Comparable Companies Analysis Steps 14 Step I. Select the Universe of Comparable Companies 17 Study the Target 17 Identify Key Characteristics of the Target for Comparison Purposes 18 Screen for Comparable Companies 22 Step II. Locate The Necessary Financial Information 23 SEC Filings: 10-K, 10-Q, 8-K, and Proxy Statement 24 Equity Research 25 Press Releases and News Runs 26 Financial Information Services 26 Summary of Financial Data Primary Sources 27 Step III. Spread Key Statistics, Ratios, and Trading Multiples 28 Calculation of Key Financial Statistics and Ratios 28 Supplemental Financial Concepts and Calculations 42 Calculation of Key Trading Multiples 47 Step IV. Benchmark the Comparable Companies 50 Benchmark the Financial Statistics and Ratios 50 Benchmark the Trading Multiples 50 Step V. Determine Valuation 51 Valuation Implied by EV/EBITDA 52 Valuation Implied by P/E 52 Key Pros and Cons 54 Illustrative Comparable Companies Analysis for ValueCo 55 Step I. Select the Universe of Comparable Companies 55 Step II. Locate the Necessary Financial Information 57 Step III. Spread Key Statistics, Ratios, and Trading Multiples 57 Step IV. Benchmark the Comparable Companies 69 Step V. Determine Valuation 74 Chapter 2 Precedent Transactions Analysis 75 Summary of Precedent Transactions Analysis Steps 76 Step I. Select the Universe of Comparable Acquisitions 79 Screen for Comparable Acquisitions 79 Examine Other Considerations 80 Step II. Locate the Necessary Deal-Related and Financial Information 82 Public Targets 82 Private Targets 85 Summary of Primary SEC Filings in M&A Transactions 86 Step III. Spread Key Statistics, Ratios, and Transaction Multiples 88 Calculation of Key Financial Statistics and Ratios 88 Calculation of Key Transaction Multiples 94 Step IV. Benchmark the Comparable Acquisitions 98 Step V. Determine Valuation 98 Key Pros and Cons 99 Illustrative Precedent Transaction Analysis for ValueCo 100 Step I. Select the Universe of Comparable Acquisitions 100 Step II. Locate the Necessary Deal-Related and Financial Information 101 Step III. Spread Key Statistics, Ratios, and Transaction Multiples 103 Step IV. Benchmark the Comparable Acquisitions 111 Step V. Determine Valuation 113 Chapter 3 Discounted Cash Flow Analysis 115 Summary of Discounted Cash Flow Analysis Steps 116 Step I. Study the Target and Determine Key Performance Drivers 120 Study the Target 120 Determine Key Performance Drivers 120 Step II. Project Free Cash Flow 121 Considerations for Projecting Free Cash Flow 121 Projection of Sales, EBITDA, and EBIT 123 Projection of Free Cash Flow 125 Step III. Calculate Weighted Average Cost of Capital 131 Step III(a): Determine Target Capital Structure 132 Step III(b): Estimate Cost of Debt (rd) 133 Step III(c): Estimate Cost of Equity (re) 134 Step III(d): Calculate WACC 138 Step IV. Determine Terminal Value 138 Exit Multiple Method 139 Perpetuity Growth Method 139 Step V. Calculate Present Value and Determine Valuation 141 Calculate Present Value 141 Determine Valuation 143 Perform Sensitivity Analysis 145 Key Pros and Cons 146 Illustrative Discounted Cash Flow Analysis for ValueCo 147 Step I. Study the Target and Determine Key Performance Drivers 147 Step II. Project Free Cash Flow 147 Projection of Sales, EBITDA, and EBIT 149 Step III. Calculate Weighted Average Cost of Capital 154 Step IV. Determine Terminal Value 159 Step V. Calculate Present Value and Determine Valuation 161 Part Two Leveraged Buyouts 167 Chapter 4 Leveraged Buyouts 169 Key Participants 171 Financial Sponsors 171 Investment Banks 172 Bank and Institutional Lenders 174 Bond Investors 175 Private Credit Funds 176 Target Management 176 Characteristics of a Strong LBO Candidate 177 Strong Cash Flow Generation 178 Leading and Defensible Market Positions 178 Growth Opportunities 178 Efficiency Enhancement Opportunities 179 Low Capex Requirements 179 Strong Asset Base 180 Proven Management Team 180 Economics of LBOs 181 Returns Analysis--Internal Rate of Return 181 Returns Analysis--Cash Return 182 How LBOs Generate Returns 182 How Leverage Is Used to Enhance Returns 184 Pri…