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Mergers and Acquisitions from A to Z, 4th Edition

Book Description

The definitive guide to getting deals done right.

More than ten thousand mergers and acquisitions occur annually in the US, many among small- and mid-sized companies. These complex transactions can be an effective growth strategy, but they carry significant risk.

Mergers and Acquisitions from A to Z helps guard against costly mistakes. Expert advice, case studies, checklists, and sample documents walk you through every step of the process — from valuation to securities laws to closing and successful integration. Covering the latest trends and regulatory developments, the fourth edition explains how to:

  • Prepare for and initiate a deal
  • Create a letter of intent
  • Conduct due diligence
  • Structure profitable deals
  • Calculate the purchase price
  • Raise capital
  • Keep transactions on track
  • Understand the roles and risks for boards
  • Manage postclosing challenges
  • And more

When done properly, mergers and acquisitions let companies eliminate rivals, extend territory, and diversify offerings. This trusted resource delivers the strategic and legal guidance you need to make the most of every deal.

Table of Contents

  1. Cover
  2. Half title
  3. Title
  4. Contents
  5. Acknowledgments
  6. Introduction to the Fourth Edition
  7. 1. The Basics of Mergers and Acquisitions
    1. Understanding Key Terms
    2. Why Bad Deals Happen to Good People
    3. Why Do Buyers Buy, and Why Do Sellers Sell?
  8. 2. Preparing for the Dance: The Seller’s Perspective
    1. Conducting a Thorough EOTB Analysis
    2. Preparing for the Sale of the Company
    3. Common Preparation Mistakes
    4. Other Considerations for the Seller
    5. Getting Deal Terms and Structure That Fit the Seller’s Objectives, Personal Needs, and Post-closing Plans
  9. 3. Initiating the Deal: The Buyer’s Perspective
    1. Assembling the Team
    2. Developing an Acquisition Plan
    3. Applying the Criteria: How to Narrow the Field
    4. Approaching a Company That Is Not for Sale
    5. Dealing with the Seller’s Management Team
    6. Directory of M&A Resources for Prospective Buyers (and Sellers)
  10. 4. The Letter of Intent and Other Preliminary Matters
    1. Proposed Terms
    2. Binding Terms
    3. Common Reasons Why Deals Die at an Early Stage
    4. Preparation of the Work Schedule
    5. The Growing Debate About the Role and Usefulness of Fairness Opinions
  11. 5. Due Diligence
    1. Best Practices in Due Diligence in the Era of Accountability 2.0
    2. Legal Due Diligence
    3. Business and Strategic Due Diligence
    4. Conclusion
    5. Appendix to Chapter 5: Post-Sarbanes-Oxley Due Diligence Checklist
    6. The Disclosure Requirements
    7. Checklist of Items Post-Sarbox
  12. 6. The Board’s Role in M&A
    1. Specific Board Responsibilities
    2. Legal Responsibilities
  13. 7. An Overview of Regulatory Considerations
    1. Introduction
    2. Environmental Laws
    3. Federal Securities Laws
    4. Federal Antitrust Laws
    5. Waiting Periods
    6. Labor and Employment Law
  14. 8. Structuring the Deal
    1. Stock vs. Asset Purchases
    2. Tax and Accounting Issues Affecting the Structure of the Transaction
    3. One-Step vs. Staged Transactions
    4. Method of Payment
    5. Nontraditional Structures and Strategies
  15. 9. Valuation and Pricing of the Seller’s Company
    1. The Future of EBITDA
    2. A Quick Introduction to Pricing
    3. Valuation Overview
  16. 10. Financing the Acquisition
    1. An Overview of Financing Sources
    2. Understanding the Lender’s Perspective
    3. Financing Deals in Times of Turmoil
    4. Steps in the Loan Process
    5. Equity Financing
  17. 11. The Purchase Agreement and Related Legal Documents
    1. Case Study: GCC Acquires TCI
    2. Sample Schedule of Documents to Be Exchanged at a Typical Closing
  18. 12. Keeping M&A Deals on Track: Managing the Deal Killers
    1. Communication and Leadership
    2. Diagnosing the Source of the Problem
    3. Understanding the Types of Deal Killers
    4. Curing the Transactional Patient
    5. Maintaining Order in the M&A Process: Simple Principles for Keeping Deals on Track
    6. Conclusion
  19. 13. Post-closing Challenges
    1. A Time of Transition
    2. Staffing Levels and Related Human Resources Challenges
    3. Customers
    4. Vendors
    5. Physical Facilities
    6. Problems Involving Attitudes and Corporate Culture
    7. Benefit and Compensation Plans
    8. Corporate Identity
    9. Legal Issues
    10. Minimizing Barriers to the Transition
    11. Post-merger Integration Key Lessons and Best Practices
    12. Common Areas of Post-closing Disputes and Litigation
    13. Conclusion
  20. 14. Special Challenges (and Opportunities) in Cross-Border Transactions
  21. 15. Alternatives to Mergers and Acquisitions
    1. Growth Strategy Alternative 1: Joint Ventures
    2. Growth Strategy Alternative 2: Franchising
    3. Growth Strategy Alternative 3: Technology and Merchandise Licensing
    4. Growth Strategy Alternative 4: Distributorships and Dealerships
  22. Index
  23. About the Author
  24. Free Sample from Leading at the Edge by Dennis N.T. Perkins with Margaret P. Holtman and Jillian B. Murphy
  25. About AMACOM Books
  26. Copyright