Mergers and acquisitions basics: the key steps of acquisitions, divestitures, and investments

TABLE OF CONTENTS Preface ix Acknowledgments xi CHAPTER 1 Introduction 1 Notes 8 CHAPTER 2 The Players 10 The Buyer 10 The Seller 17 Investors/Owners 19 Corporate Staff 29 Advisors 36 Regulators 46 Others 49 Notes 51 CHAPTER 3 Decision to Buy or Sell 55 Reasons to Buy 56 Choosing to Sell 70 Notes 84 CHAPTER 4 Buyer's Preparation for the Deal 85 Developing a Strategy 85 Building a Capability 89 Devising a Process 95 Planning the Message 102 Notes 103 CHAPTER 5 Seller's Preparation for the Deal 104 Building a Capability 104 Making the Business Most Sellable; Cleaning It Up 107 Setting Expectations with Constituents 130 Preparing the Business for Sale 134 Notes 145 CHAPTER 6 Deal Process 147 Determining the Universe of Buyers 148 Making the Approach 149 One-on-One Negotiation 151 Formal Auction 155 Informal Auction 159 Bankruptcy Auction 160 Direct versus Proxy 161 Relative Positions of Power 161 International M&A 162 Seller Behavior and Building Trust 167 Notes 173 CHAPTER 7 Due Diligence 174 Building a Team 174 What the Buyer Wants to Know 186 Notes 209 CHAPTER 8 Valuation 211 Standard Valuation Methods 212 Pro Forma: Finding and Splitting the Upside 228 Getting the Valuation and Pro Forma Done 239 Deal Structure and Consideration 255 Notes 259 CHAPTER 9 Integration Planning 261 Dedicating Resources 262 Linking Due Diligence to Integration Planning and Execution 263 Key Integration Issues 264 Notes 275 CHAPTER 10 Financing Issues 276 Cost of Capital 276 Lost Opportunities 285 Financing Contingency: "Bird in the Hand" 286 Notes 287 CHAPTER 11 Closing the Deal and After 288 How Is a Deal Closed? 288 Other Signing and Closing Events 291 Post-Closing Issues 294 Integration and Look Back (the Postmortem) 295 Note 296 APPENDIX A Standard Form Deliverables During a Strategic Transaction Example 297 APPENDIX B B1: Due Diligence Report Table of Contents 298 B2: Due Diligence Report for Project X 299 APPENDIX C Standard Deal Process Checklist Example 301 APPENDIX D Standard Approval Process Example 303 APPENDIX E Approval of a Strategic Transaction: Key Topics in Presentation 304 APPENDIX F Generic Valuation Exercise 306 APPENDIX G Generic Acquisition Term Sheet for Acquisition by Public Buyer of Privately Held Target 307 APPENDIX H Generic Investment Term Sheet for Project "Moon" 313 APPENDIX I Notable Transaction Issues by Country/Territory 315 Index 325

The essential executive M&A primer, with practical tools and expert insight Mergers and Acquisitions Basics provides complete guidance on the M&A process, with in-depth analysis, expert insight, and practical tools for success. This new second edition has been updated to reflect the current M&A landscape, giving busy executives the ideal resource for navigating each step in the process. Veteran executives relate guidelines, lessons learned, and mistakes to avoid as they explain how M&As work, identify the major players, and describe the roles involved in a successful transaction. Both buyer and seller must consider a broad range of factors, and this essential guide provides checklists, forms, sample reports, and presentations to help you avoid surprises and ensure your organization's full preparation for the deal. Equity investments, valuation, negotiation, integration, legal aspects, and more are explained in detail to provide a foundational primer for anyone seeking to clarify their role in the process. Mergers and acquisitions are becoming ever more critical to the growth of large and mid-sized companies. This book balances depth and breadth to provide a one-stop guide to maximizing the financial and operational value of the deal. Identify key drivers of purchase or sale Understand major roles, processes, and practices Avoid valuation detractors and negotiate effectively Overcome common challenges to successful integration Effective M&As are highly strategic, solidly structured, and beneficial on both sides. It's a complex process with many variables, many roles, and many potential pitfalls, but navigating the deal successfully can mean the difference between growth and stagnation. Mergers and Acquisitions Basics is the comprehensive resource every executive needs to understand the ins-and-outs of strategic transactions.