Middle Market M & A: Handbook for Investment Banking and Business Consulting
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Mergers & Acquisitions

Middle Market M & A Handbook for Investment Banking and Business Consulting

Edited by Kenneth H. Marks · Robert T. Slee · Christian W. Blees · Michael R. Nall
John Wiley & Sons January 2012

Specifications

ISBN-13
9780470908297
Publisher
John Wiley & Sons
Publication
January 2012
Format
Hardback , 376 pages
Jurisdiction
International or US ? Countri(es) for reference only

Details

In-depth coverage in a single handbook of the middle market based on the body of knowledge of the Certified M&A Advisor™ credential program

M&A advisors have an unprecedented opportunity in the middle market with the generational transfer of wealth and capital being deployed by private equity and corporate investors. Middle Market M&A: Handbook for Investment Banking and Business Consulting is a must-read for investment bankers, M&A intermediaries and specialists, CPAs and accountants, valuation experts, deal and transaction attorneys, wealth managers and investors, corporate development leaders, consultants and advisors, CEOs, and CFOs.

  • Provides a holistic overview and guide on mergers, acquisitions, divestitures and strategic transactions of companies with revenues from $5 million to $500 million
  • Encompasses current market trends, activities, and strategies covering pre, during, and post transaction
  • Addresses the processes and core subject areas required to successfully navigate and close deals in the private capital market
  • Includes content on engagement and practice management for those involved in the M&A business

This practical guide and reference is also an excellent primer for those seeking to obtain their FINRA Series 79 license.

Table of Contents

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

About the Author

KENNETH H. MARKS, CM&AA, is founder and a Managing Partner of High Rock Partners, Inc. He is the lead author of The Handbook of Financing Growth: Strategies, Capital Structure, and M&A Transactions (Wiley). He has been involved as management, advisor, and board member with many emerging growth and middle market businesses.
 
ROBERT T. SLEE, CM&AA, is Managing Director of Robertson & Foley, a middle market investment-banking firm. He has published over 100 articles on private finance topics in a variety of legal and business journals. He is the author of Private Capital Markets (Wiley).
 
CHRISTIAN W. BLEES, CPA, CM&AA, is President and CEO of BiggsKofford PC, directing several sectors of the business including the firm's merger, acquisition, and sales practice. He has been involved in over 200 middle market M&A sales transactions.
 
MICHAEL R. NALL, CPA, CM&AA, is founder and CEO of the Alliance of Merger & Acquisition Advisors®, a Chicago-based professional trade association featuring a resource and development center serving more than 600 independent accountants, attorneys, and business advisors. He is an author and recognized speaker on valuation, growth, and sales of middle market companies.
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