Mergers and Acquisitions: A Condensed Practitioner's Guide
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About the Author.
Free On-Line Resources by Steve Bragg.
1. The Acquisition Process.
Why We Acquire.
Why a Target Sells.
The Basic Acquisition Process Flow.
The Auction Process Flow.
Locating and Culling Acquisition Targets.
The Optimal Target Size.
Evaluate Acquisition Targets with Alliances.
Acquisition Risks for the Buyer—Valuation.
Acquisition Risks for the Buyer—Legal.
Acquisition Risks for the Seller.
Acquisition Follow-Up Activities.
The Hostile Takeover.
Defending Against a Hostile Takeover.
2. Key Participants.
The Acquisition Team.
Board of Directors.
The Chief Executive Officer.
Investor and Public Relations.
Players in Hostile Takeovers.
3. Valuing an Acquisition Target.
Alternative Valuation Methods.
The Control Premium.
The Discounted Cash Flow (DCF) Model.
Constructing Cash Flow Scenarios.
Cash Flow Adjusting Factors.
Which Valuation Method is Best?
The Method of Payment.
4. The Term Sheet.
Reasons for Using a Term Sheet.
Components of a Term Sheet.
5. Due Diligence.
Due Diligence Team Staffing.
Due Diligence Interviews.
Due Diligence—Market Overview.
Due Diligence—Intellectual Property.
Due Diligence—Risk Management.
Due Diligence—Cash Flow.
Due Diligence—Product Development.
Due Diligence—Production Process.
Due Diligence—Information Technology.
Due Diligence—Legal Issues.
Due Diligence for a Business Segment.
Due Diligence—Missing Information.
Due Diligence—Red Flags.
Due Diligence—Seller's Perspective.
6. The Purchase Agreement.
Components of a Purchase Agreement.
The Merger Section.
The Letter of Transmittal Section.
The Representations and Warranties Section—Seller.
The Representations and Warranties Section—Buyer.
The Survival of Representations and Warranties Section.
The Conduct of Business Section.
The Additional Agreements Section.
The Closing Section.
The Termination Prior to Closing Section.
The Supporting Documents Section.
The Seller Disclosure Schedule.
The Closing Memorandum.
Negotiating the Purchase Agreement.
Mechanics of the Close.
7. The Acquisition Integration Process.
The Integration Manager.
The Integration Team.
Employee Integration—Qualification Assessment.
Employee Integration—Job Positioning.
Employee Integration—Key Employees.
8. Accounting for Acquisitions.
Purchase Price Allocation.
Fair Value Determination.
Duplicative Assets and Assets Targeted for Disposition.
Example of the Accounting for an Acquisition (with Goodwill).
Example of the Accounting for an Acquisition (with no Goodwill).
Initial Goodwill Impairment Testing.
Ongoing Goodwill Impairment Testing.
Example of Goodwill Impairment Testing.
Timing of Annual Goodwill Impairment Testing.
9. Types of Acquisitions.
The Tax Implications of a Acquisition.
The Asset Acquisition.
The Type “A” Reorganization.
The Type “B” Reorganization.
The Type “C” Reorganization.
The Type “D” Reorganization.
The Triangular Merger.
The Reverse Triangular Merger.
The All-Cash Acquisition.
10. Government Regulation.
International Anti-Trust Regulations.
Appendix A: Due Diligence Checklist.
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