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Mergers and Acquisitions Playbook: Lessons from the Middle-Market Trenches

ISBN: 978-0-470-62753-2
336 pages
November 2010
Mergers and Acquisitions Playbook: Lessons from the Middle-Market Trenches (0470627530) cover image

The ultimate "tricks of the trade" guide to mergers and acquisitions

Mergers and Acquisitions Playbook provides the practical tricks of the trade on how to get maximum value for a middle-market business. This book uniquely covers how to prepare for a sale, how to present the business most positively, and how to control the sale timetable.

  • Written in a straight-talking style
  • Provides the tricks of the trade on how to get maximum value for a middle-market business
  • Shows how the sellers can take capitalize their inherent "unfair advantages"
  • Examines the differences between "value" and "currency"
  • Explains how to handle bankruptcy and distress company sales
  • Offers tips on managing your lawyers in the documentation process

Filled with empirical examples of successful-and unsuccessful-techniques, this practical guide takes you through every step of the M&A process, from how to manage confidentiality, how to create competition (or the impression of competition), to what to do once the deal is closed.

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Preface.

Acknowledgments.

Chapter 1: Why People Sell Businesses.

Honesty Is the Best Policy.

Most Common Reasons People Sell.

Proactively Making the Sale Decision.

Notes.

Chapter 2: Should the Seller Hire an Intermediary?

What Do Investment Bankers Do Anyway?

Criteria for Selecting an Investment Banker.

Investment Banker Fees.

Choosing the Right Investment Banker.

Notes.

Chapter 3: What Is the Business Worth?

Valuation Methodologies.

Applying Valuation Theory to Real-World Situations.

Notes.

Chapter 4: The Difference between Value and Currency .

Mediums of Exchange in M&A.

Sale of a Company's Stock.

Notes.

Chapter 5: Taking Advantage of the Seller's Unfair Advantages: Prepping and Timing.

Preparation.

Timing.

Involving the Management Team.

Informing the Workforce.

Leaks.

Conclusion.

Notes.

Chapter 6: Preparing the Documents.

The Offering Memorandum.

The Executive Summary.

The Management Presentation.

The Data Room.

The Definitive Purchase Agreement.

Notes.

Chapter 7: Identifying and Cultivating the Right Buyers.

Strategic Buyers.

Financial Sponsors

Diversification Parties.

ESOPs.

Management.

Family Members.

Notes.

Chapter 8: How Many Buyers to Approach?

Negotiated Sale.

Limited Auction.

Broad Auction.

Notes.

Chapter 9: Approaching Prospective Buyers.

Confidentiality.

Distributing the Offering Memorandum to Buyers.

Securing Buyers' Indications of Interest.

Appendix 9A: Confidentiality Agreement.

Appendix 9B: Sample Process Letter.

Appendix 9C: Indication of Interest.

Notes.

Chapter 10: Management Presentations and Plant Tours.

Management Presentations.

Facility Tours.

Next Steps.

Notes.

Chapter 11: Negotiating the Purchase Price.

The Letter of Intent.

Case-Specific Negotiating Strategies.

Negotiating Dynamics.

Appendix 11A: Letter of Intent.

Notes.

Chapter 12: Moving from Letter of Intent to Closing.

The Negotiating Dynamics Have Reversed.

Hart-Scott-Rodino Filing.

Keeping the Closing Process on Track.

What If It's Not Meant to Be?

Appendix 12A: Definitive Purchase Agreement.

Notes.

Chapter 13: Sales Forced by Bankruptcy or Financial Duress.

The Painful Decision to Act.

Secured Party Sales.

Sales Engineered before Filing, but Closed in Bankruptcy Court.

Sales Engineered and Closed in Bankruptcy Court.

Notes.

Chapter 14: Working with Lawyers.

Legal Involvement from Day 1.

The Lawyer's Distinct Role.

Deal Makers versus Deal Breakers .

Retaining the Right M&A Lawyer.

The Legal Check-Up .

Collaborating with the Investment Banker.

Drafting and Negotiating the Purchase Agreement.

Effective versus Ineffective Lawyering.

Managing the M&A Lawyer.

Appendix 14A: Seller's Attorney Pre-Transaction Checklist.

Note.

Chapter 15: After the Sale Has Closed.

Post-Closing Immediate Cooperation.

Post-Closing Subsequent Matters.

Post-Closing Subsequent Matters.

Leveling the Playing Field.

Notes.

About the Author.

Index.

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MARK A. FILIPPELL is a co-founder and Managing Director at Western Reserve Partners, an M&A boutique. He has nearly thirty years of investment banking experience and has personally completed over 125 merger and acquisition transactions. Prior to co-founding Western Reserve Partners, he was the manager of the Mergers & Acquisitions Department at KeyBanc Capital Markets and McDonald Investments. His clients have included Eaton, Novar Electronics, Claymont Steel Holdings, Liqui-Box, General Electric, Computational Systems, Excel Mining Systems, and MascoTech.

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