Acknowledgments.

Chapter 1: Introduction.

Chapter 2: The Players.

The Buyer.

The Seller.

Investors/Owners.

Corporate Staff.

Advisors.

Regulators.

Others.

Chapter 3: Decision to Buy or Sell.

Reasons to Buy.

Choosing to Sell.

Chapter 4: Buyer’s Preparation for the Deal.

Developing a Strategy.

Building a Capability.

Devising a Process.

Planning the Message.

Chapter 5: Seller’s Preparation for the Deal.

Building a Capability.

Making the Business Most Sellable: Cleaning It Up.

Setting Expectations with Constituents.

Chapter 6: Deal Process.

Determining the Universe of Buyers.

Making the Approach.

One-on-One Negotiation.

Formal Auction.

Informal Auction.

Bankruptcy Auction.

Direct versus Proxy.

Relative Positions of Power.

Chapter 7: Due Diligence.

Building a Team.

What the Buyer Wants to Know.

Chapter 8: Valuation.

Standard Valuation Methods.

Pro Forma: Finding and Splitting the Upside.

Getting the Valuation and Pro Forma Done.

Chapter 9: Integration Planning.

Dedicating Resources.

Linking Due Diligence to Integration Planning and Execution.

Key Integration Issues.

Chapter 10: Financing Issues.

Cost of Capital.

Lost Opportunities.

Financing Contingency: “Bird in the Hand”.

Chapter 11: Closing the Deal and After.

How Is a Deal Closed?

Other Signing and Closing Events.

Postclosing Issues.

Integration and Look Back (the Postmortem).

Appendix A: Standard Form Deliverables During a Strategic Transaction Example.

Appendix B: Due Diligence Report Table of Contents.

Appendix C: Standard Deal Process Checklist Example.

Appendix D: Standard Approval Process Example.

Appendix E: Approval of a Strategic Transaction: Key Topics in Presentation.

Appendix F: Generic Valuation Exercise.

Appendix G: Generic Acquisition Term Sheet for Acquisition by Public Buyer of Privately Held Target.

Appendix H: Generic Investment Term Sheet.

Index.