Mergers and Acquisitions Basics: The Key Steps of Acquisitions, Divestitures, and Investments

Praise for Mergers and Acquisitions Basics Second Edition

"Mergers and Acquisitions Basics is the book that I wish had been available when I was a young corporate lawyer. The authors successfully distill decades of experience, providing a comprehensive roadmap to all the critical elements, players, and parts of a deal. This book tells you all that you ever wanted to know about deal making but never dared to ask. There are lessons to be learned in here for novices and experts alike. It should be required reading for anyone, at any level, who wants to have complex M&A concepts explained by an expert in a clear, crisp, and actionable manner."
Bjarne P. Tellmann, General Counsel and Chief Legal Officer, Pearson PLC

"Mergers and Acquisitions Basics is a complete perspective of everyone and everything in a strategic transaction process. Consider it required reading for any aspiring M&A professional and anyone in the business world that may experience the buying or selling of a business. The authors have thought of everything and written the playbook on how to do it right."
Justin Goldman, Vice President, Corporate Development, MediaMath

Go from Lost to M&A Boss with This Updated Executive Primer

Mergers and Acquisitions Basics is the complete, cornerstone guide to mergers and acquisitions trusted by CEOs, CFOs, finance executives, and other business leaders for over a decade. Now, this brand–new Second Edition updates all the in–depth analysis, expert insight, and practical tools for success and provides an expanded depth of coverage from new coauthor and growth expert Larry Forman. With the thoroughness of a foundational primer and the streamlined accessibility of a versatile handbook, this definitive framework unlocks the key building blocks of a deal, from auctions and due diligence to valuation and the closing. Make this convenient tool part of your strategic skillset to:

Understand why a company should buy or sell Nail the essential guidelines and key steps involved in an M&A your very first time Anticipate the key events, potential hazards, and strategic maneuvers buyers and sellers may face

Mergers and Acquisitions Basics, Second Edition is your key to using these powerful strategic transactions as a business option for growth and calculated change.

Preface

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

Preparing the Business for Sale

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

International M&A

Seller Behavior and Building Trust

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

Deal Structure and Consideration

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

B1: Due Diligence Report Table of Contents

B2: Due Diligence Report for Project X

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 for Project Moon

APPENDIX I

Notable Transaction Issues by Country/Territory

Index

MICHAEL E. S. FRANKEL is managing director and head of the Deloitte New–venture Accelerator at Deloitte. He is the author of Mergers and Acquisitions Deal–Makers, Second Edition and Mergers and Acquisitions Basics.

LARRY H. FORMAN is Senior Manager of the Deloitte New–venture Accelerator at Deloitte.