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 May Encounter in the Deal
Other Regulatory Issues and Laws You May Encounter in the Deal
The Investment Banker's Perspective
The Company's Perspective
Chapter 15 Financing Sources and Structures
Perspective
Buyouts
Recapitalization
Acquisitions
Financing Primer
Capital Structure
Sources and Types of Funding
Personal Guarantees
Chapter 16 Due Diligence
Traditional Due Diligence
The Diligence Team
Due Diligence Process
Public vs. Private
Impact of Globalization
Who Relies on Due Diligence
Quality of Earnings
Chapter 17 Market Valuation
Reasons for Appraisal
Decide Value Subworld
Calculate the Benefit Stream
Determining Private Return Expectation
Derive Value
Appendix
Transaction Examples
Transaction Valuation
Tools, Models, Resources and Templates
Notes
Glossary
About the Authors
About the Contributors and Reviewers
Index
