Middle market m & a: handbook for investment banking and business consulting (hardback) (series: wiley finance)

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Language: Anglais
Cover of the book Middle market m & a: handbook for investment banking and business consulting (hardback) (series: wiley finance)

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432 p. · Hardback

Providing a holistic overview and guide to mergers, acquisitions, divestitures, and strategic transactions for middle market companies, Middle Market M&A covers pre-transaction planning, deal execution, and post-transaction considerations, addressing the processes and core subject areas with the practical and street-smart acumen required to successfully navigate and close deals in the private capital market.

Drawing from their combined decades of experience, authors Kenneth Marks, Robert Slee, Christian Blees, and Michael Nall, along with contributors from the Alliance of Merger & Acquisition Advisors® (AM&AA) community, share an abundance of insights to reveal the foundation to understanding the middle market. With straightforward direction about the trends and activities you will encounter, you"ll find the essential strategies and tips you"ll need before, during, and after the deal.

Middle Market M&A explores:

  • Characteristics of the middle market and the private business owner

  • A practical view of market valuation and deals

  • Corporate development applied to the private capital markets

  • Advantages*and challenges*of cross-border M&A

  • Financial analysis and modeling

  • Sell-side/buy-side representation

  • Structuring and financing transactions

  • Tax provisions used in M&A

  • Strategic and tactical due diligence

  • Regulation and compliance

  • M&A concepts and deal slang

Middle Market M&A is based on the body of knowledge of the industry-leading benchmark credential, the Certified M&A Advisor® (CM&AA) Program, and is an essential reference for advisors, leaders, and executives involved in the life cycle and process of M&A transactions.

Based on the body of knowledge of the Certified Merger & Acquisition Advisor Program

Preface

Acknowledgments

Section I The Middle Market

Chapter 1 Private Capital Markets

Segmented Markets

Characteristics of the Lower Middle Market

Why Are Markets Segmented?

Chapter 2 Valuation Perspectives for the Private Markets

Private Investor Expectations Drive Private Valuation

Value Worlds

Valuation as a Range Concept

Value Worlds and Deals

Chapter 3 Corporate Development

Why Acquire

The Acquisition Process

Case Study #1

Case Study #2

Practical Tips and What Causes Deals to Fail

Chapter 4 A Global Perspective

Advantages of Global M&A

Challenges to Global M&A

Negotiations and the Importance of Cultural Tune In

Strategic Due Diligence

Post-Merger Integration: Are the odds in your favor?

From The Start: Think Integration

Acquisitions that Build Value

Taxation

Labor

Foreign Corrupt Practices Act (FCPA)

Success Factors

Section II The M&A Practice and Processes

Chapter 5 Practice Management

Primary M&A Advisors

Marketing the M&A Practice

Understanding the Private Business Owner

Client Acceptance

Types of Transactions

Questions to Consider (for a seller)

Initial Financial Analysis

Value Discussions

Process Discussion

Confidentiality

Client Engagement

Licensure Issues in the M&A Business

Chapter 6 Sell-Side Representation and the Process

Selling Process Overview

Chapter 7 Buy-Side Representation and the Process

Strategy

Engagement & Fees

The Filter

Financing

Quality of Earnings

Coordination

Integration

Chapter 8 Mergers

Initial Analysis of Both Entities

Strategic Rationale

Valuation Modeling

Understand Cost, Operational and Cultural Differences

Develop the Integration Plan

Deal Structure and Negotiations

Due Diligence

Legal Process and Closing

Post Closing Integration

Chapter 9 Professional Standards and Ethics

Role of M&A Advisor in the Economy

A Whole New Way

The Middle Market Standard

Ethical and Professional Standards

Section III M&A Technical Discussions

Chapter 10 Financial Analysis

Financial Reporting Motivation

EBITDA

Balance Sheet Analysis

Chapter 11 Deal Structure and Legal Documentation

Attorney"s Role

Preliminary Legal Documents

Structure of the Deal

Due Diligence

Acquisition Agreements

Representations and Warranties

Earnout

Regulatory Compliance

Chapter 12 Tax Structure and Strategy

Tax Fundamentals

Transaction Tax Basics

Tax Glossary & Reference

Chapter 13 Tax Provisions Used in M&A

Installment Sales

1031 (Like-Kind) Exchanges

Partnership M&A

Corporate M&A Issues

Tax Glossary & Reference

Chapter 14 Regulation and Compliance

Protecting Investors - Securities Act of 1933

Keeping the Markets Honest - Securities Exchange Act of 1934

Anti-Trust Issues and Laws You...