Mergers and Acquisitions Basics: The Key Steps of Acquisitions, Divestitures, and Investments
DescriptionThis book will provide the answers to the questions that senior level executives have about what are M&As and the steps involved. It provides basic guidelines and lessons for going through an M&A for the first time. It explains what the key events, processes, and issues that a buyer or seller must consider during a merger or acquisition. By using this book, executives can avoid costs and sometimes fatal mistakes and maximize the financial and operational value of the deal to their companies. Chapters include: (1) Terms and Phrases: Language of the Deal, (2) Explanation of Legal Structures and Terms, (3) Strategic Transactions: Before the Deal Starts, (4) Mergers and Acquisitions: Doing the Deal, (5) Equity Investments: Doing the Deal, (6) Sellers, (7) Buyers, (8) Appendix: Checklists and Forms, Reports and Presentations, Generic Valuation Exercise
Chapter 1: Introduction.
Chapter 2: The Players.
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.
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.
Linking Due Diligence to Integration Planning and Execution.
Key Integration Issues.
Chapter 10: Financing Issues.
Cost of Capital.
Financing Contingency: “Bird in the Hand”.
Chapter 11: Closing the Deal and After.
How Is a Deal Closed?
Other Signing and Closing Events.
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.
- Appendix provides student friendly checklists, forms, sample reports and presentations.
- Explains how M&As work, common mistakes and failures, and why a company should buy or sell.
- Discusses who the major players are in a transaction and what role they play.