Mergers and Acquisitions Basics , 2nd Edition
The Key Steps of Acquisitions, Divestitures, and Investments

Wiley Finance Series

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Language: Anglais
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360 p. · 16.1x23.4 cm · Hardback
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.

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