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Private Capital Markets: Valuation, Capitalization, and Transfer of Private Business Interests

ISBN: 978-0-471-65622-7
478 pages
May 2004
Private Capital Markets: Valuation, Capitalization, and Transfer of Private Business Interests (0471656224) cover image
A theoretical and practical guide that enables readers to make sound investment and financing decisions
This book is a technical finance book that surveys the private capital markets-the major uncharted financial market. Representing nearly half of the U.S. gross national product, these markets are largely ignored, partially because of the difficulty obtaining information and because of the lack of a unified structure to approach them. This book provides a structured framework that owner-managers and their professional advisors can use to effectively deal with the complicated issues of valuation and capital structure and transfer issues.
Robert T. Slee, CBA, CPIM (Charlotte, NC), is President of Robertson Foley, an investment banking firm providing corporate finance service to private companies.
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Acknowledgements.

Preface.

Foreword.

Chapter 1. Private Capital Markets.

PART ONE: BUSINESS VALUATION.

Chapter 2. Private Business Valuation: Introduction.

Chapter 3. Market Value.

Chapter 4. Asset Subworld of Market Value.

Chapter 5. Financial Subworld of Market Value.            

Chapter 6. Synergy Subworld of Market Value.       

Chapter 7. Fair Market Value.                                                     

Chapter 8. Fair Value.

Chapter 9. Economic Value.

Chapter 10. Insurable Value.

Chapter 11. Impaired Goodwill.

Chapter 12. Intangible Asset Value.

Chapter 13. Other Values.

Chapter 14. Private Business Valuation: Conclusion.

PART TWO: CAPITAL STRUCTURE.

Chapter 15. Capital Structure: Introduction.

Chapter 16. Bank Lending.

Chapter 17. Government Lending Programs.

Chapter 18. Equipment Leasing.

Chapter 19. Asset-Based Lending.

Chapter 20. Factoring.

Chapter 21. Mezzanine Capital.

Chapter 22. Private Equity.

Chapter 23. Capital Structure: Conclusion.

PART THREE: BUSINESS TRANSFER.

Chapter 24. Business Transfer: Introduction.

Chapter 25. Employee Stock Ownership Plans.

Chapter 26. Management Transfers.

Chapter 27. Charitable Trusts.

Chapter 28. Family Transfers.

Chapter 29. Co-Owner Transfers.

Chapter 30. Outside Transfers: Retire.

Chapter 31. Outside Transfers: Continue.

Chapter 32. Going Public, Going Private.

Chapter 33. Business Transfer: Conclusion.

Chapter 34. Conclusion.

Chapter Private Capital Markets.

What We Don't Know.

A Final Thought.

Appendix A: Corporate Finance Theory:  Application to the Private Capital Markets.

Appendix B: Principle of Substitution.

Appendix C: IBA Standards: Business Appraisal Standards.

Appendix D: Private Equity Securities.

Appendix E: Sample Preferred Stock Offering Term Sheet.

Appendix F: Private Placements.

Appendix G: Sample Management Buyout Letter of Intent.

Glossary.

Index.

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Robert T. Slee, CBA, is President of Robertson & Foley, a middle-market investment banking firm. He has published more than seventy-five articles on private finance topics in a variety of legal and business journals, including the Business Journal, Lawyers Weekly, Business Appraisal Practice, Ventures, M&A Today, and Valuation Strategies. He is a board member of numerous professional organizations and private companies. In addition to being a Phi Beta Kappa graduate of Miami University, he received a master’s degree from the University of Chicago and an MBA from Case Western Reserve. He can be contacted at rob@robertsonfoley.com.
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