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Practitioner's Complete Guide to M&As: An All-Inclusive Reference, with Website

ISBN: 978-0-470-92044-2
404 pages
April 2011
Practitioner
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.

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Preface.

Acknowledgments.

TOPIC 1 Strategy Development, Then M&A.

TOPIC 2 M&A Process: Front to Back.

TOPIC 3 Why M&A?

TOPIC 4 Deal Criteria.

TOPIC 5 Deal Sourcing.

TOPIC 6 Fees for Services.

TOPIC 7 Financial and Strategic Buyers.

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

TOPIC 9 Confidentiality Agreements.

TOPIC 10 "Concern Capture" Due Diligence.

TOPIC 11 Keep Deal Conversations Quiet.

TOPIC 12 Auctions.

TOPIC 13 Seller's Prospectus.

TOPIC 14 Pay for Inherent Capabilities Only.

TOPIC 15 Platform Value.

TOPIC 16 Buyer and Seller Value Perspectives.

TOPIC 17 Integration Initiatives Will Determine Deal Value.

TOPIC 18 Unlock Hidden Value: The Lean Enterprise.

TOPIC 19 The Real Deal: Lean.

TOPIC 20 Valuation: An Introduction.

TOPIC 21 Discounted Cash Flow: An Introduction.

TOPIC 22 Free Cash Flow.

TOPIC 23 Fair Return on a Deal.

TOPIC 24 Risk-Free Rates.

TOPIC 25 Equity Risk Premiums.

TOPIC 26 What Is Business Risk?

TOPIC 27 Entropy: Tendency toward Negative Variation.

TOPIC 28 Equity Investor Risk.

TOPIC 29 Beta.

TOPIC 30 Systematic Risk.

TOPIC 31 Unsystematic Risk.

TOPIC 32 Beta with or without Debt.

TOPIC 33 Beta: Levered or Unlevered.

TOPIC 34 Beta Application in Determination of CU.

TOPIC 35 Levered Beta Moves as Debt to Equity Moves.

TOPIC 36 Size Premium.

TOPIC 37 Weighted Average Cost of Capital.

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

TOPIC 39 Discounted Cash Flow Valuation Illustrated.

TOPIC 40 Leverage: The Real Deal.

TOPIC 41 Debt Limits.

TOPIC 42 Debt Adds Value: Derivation of Dt.

TOPIC 43 The Leveraged Buyout; Definition and Valuation.

TOPIC 44 Valuing the Leveraged Buyout.

TOPIC 45 Real Option Valuation: An Introduction.

TOPIC 46 Real Option Valuation: Application and Illustration.

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

TOPIC 48 Discounts and Premiums.

TOPIC 49 Discounted Cash Flow Valuations: Minority or Control.

TOPIC 50 Inflation in DCF Valuations.

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

TOPIC 52 Integration, Alignment, and Valuing Synergy Benefits.

TOPIC 53 Venture Capital Valuation.

TOPIC 54 Discount Rates and Valuing Free Cash Flow.

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

TOPIC 56 How Fast Can the Target Grow?

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

TOPIC 58 Comparable Multiples.

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

TOPIC 60 EBITDA Valuation Engine.

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

TOPIC 62 Transferring Defined Benefit Pension Plan Liability Issues.

TOPIC 63 Environmental Remediation Expenses.

TOPIC 64 Environmental Insurance.

TOPIC 65 Management Warrant Incentive Plans.

TOPIC 66 Negotiation: Introduction and Overview.

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

TOPIC 68 Negotiation: Offer Content.

TOPIC 69 Negotiation: Create Space in Your Ideas.

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

TOPIC 71 Negotiation: Imprint; Do Not Lecture.

TOPIC 72 Negotiation: Handling Tight Spots.

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

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

TOPIC 75 Negotiation in the Final Stages.

TOPIC 76 Negotiation: Use Earn-Outs or Noncompete Agreements to Close a Bid-Ask Gap.

TOPIC 77 Negotiation: After the Deal Is Agreed.

TOPIC 78 Negotiation: Bluffing and How to Handle It.

TOPIC 79 Negotiation: When Do You Step Away?

TOPIC 80 Negotiation: When Do You Proceed?

TOPIC 81 Negotiation: Do a Time Capsule.

TOPIC 82 Negotiation: Build Trust to Get Closed.

TOPIC 83 Exits under Duress: Have a Plan if the Deal Does Not Work.

TOPIC 84 Structuring the Deal: An Overview.

TOPIC 85 Structuring the Deal: Asset Step-Ups, Noncompete, and Synergy Valuation Engines.

TOPIC 86 Total Shareholder Return.

TOPIC 87 Stakeholder Value Creation.

TOPIC 88 EVAquity: Align Shareholder and Management Interests.

TOPIC 89 Letter of Intent.

TOPIC 90 Purchase and Sale Agreement.

TOPIC 91 Purchase and Sale Agreement: Explanation by Section.

TOPIC 92 Purchase Price Adjustments for Working Capital.

TOPIC 93 Indemnification and Survival Provisions.

TOPIC 94 Escrows.

TOPIC 95 Joint Venture Transaction: Valuation and Structuring Overview.

TOPIC 96 Why Deals Go Bad.

TOPIC 97 After the Deal: Do a Deal Bible.

TOPIC 98 Do the Audits of the Integration and Deal Value Creation Plan.

About the Web Site.

Index.

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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.
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