Mergers & Acquisitions

Structuring Mergers & Acquisitions: A Guide To Creating Shareholder Value, 4th Edition

By Peter A. Hunt
Aspen July 2009

Specifications

ISBN-13
9780735584587
Publisher
Aspen
Publication
July 2009
Format
Hardback
Jurisdiction
U.S. ? Countri(es) for reference only

Details

Unlike other M&A references, this one-volume guide establishes a framework for analyzing each transaction from a financial perspective, and evaluating your options in terms of how they create value today or better position the company to build value tomorrow. In this Fourth Edition of Structuring Mergers & Acquisitions: A Guide to Creating Shareholder Value, you get clear, authoritative discussions of:

  • How shareholder value relates to mergers and acquisitions, and different methodologies for valuing a transaction, such as discounted cash flow, comparable company, comparable transaction, premiums paid, price/volume relationships, and private company valuation.
  • How accounting can influence value creating in mergers and acquisitions , a critical aspect of understanding and structuring the proper transaction for differing business circumstances.
  • Collars, break-up fees, lock-ups, walk-aways, minority squeeze outs, earnouts, and anti-trust considerations, and other special topics you will encounter in deals
  • Transactions you may encounter, from “plain vanilla” deals like mergers, acquisitions, divestitures, joint ventures, and leveraged buyouts, to more complicated restructuring alternatives like spin-offs, split-offs, share repurchases, recapitalizations and restructuring options that can enhance shareholder value.
  • Protecting against takeover threats, including legal and structural defenses, with coverage of the most common form of legal defense, the shareholder rights plan.
  • Making aggressive or hostile offers for a company, the pros and cons of “going it alone” in attempting a hostile acquisition.
  • Performing effective and complete due diligence on a company in the context of a transaction, a critical step that is often overlooked as something “someone else should do.”
  • Handling the human aspects of mergers and acquisitions, including basic transition tips that can avoid massive pre- and post-deal turnover.

Table of Contents

PART I: A SHAREHOLDER VALUE FRAMEWORK

  • Overview of Shareholder Value
  • Overview of Valuation and Financial Analysis
  • Financial Statement Analysis
  • Discounted Cash Flow Analysis
  • Comparable Company Analysis
  • Comparable Transactions Analysis
  • Merger Analysis
  • Leveraged Buyout Analysis
  • Stock Price Analysis
  • Private Company Valuation
  • Valuation Case Study: Tropical Products Corp. Acquisition of Global Snacks, Inc.

PART II: M&A ACCOUNTING

  • M&A Accounting

PART III: TRANSACTION TYPES

  • Mergers & Acquisitions
  • Divestitures and Asset Sales
  • Joint Ventures and Alliances
  • Going Private Transactions
  • Fairness Opinions

PART IV: RESTRUCTURING ALTERNATIVES

  • Overview of Corporate Restructurings
  • Recapitalizations and Share Repurchases
  • Spin-Offs, Split-Offs, Equity Carve-Outs, and Tracking Stock

PART V: LEGAL ASPECTS OF MERGERS & ACQUISITIONS.

  • Business Judgment Rule
  • Legal Aspects of Mergers &Acquisitions
  • Anti-Takeover Measures
  • Hostile Acquisitions

PART VI: STRUCTURING, NEGOTIATING, AND EXECUTING THE DEAL

  • The Fundamentals of Negotiation
  • Formulating an Offer
  • Structuring the Letter of Intent and Definitive Agreement
  • Collars and Walk-Aways
  • Termination Fees, Lock-Up Options, and No-Shop Clauses
  • Earn-Outs and Contingent Payments
  • Due Diligence
  • Pre- and Post-Merger Integration

Index

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