Alexandra Reed Lajoux, LLC Capital Expert Services

The Art of M&A: A Merger, Acquisition, and Buyout Guide

• Gebundenes Buch

Produktbeschreibung

Revised edition of The art of M & A, c2007.

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Hinweis: Dieser Artikel kann nur an eine deutsche Lieferadresse ausgeliefert werden.

Produktdetails

• Verlag: McGraw-Hill Education
• 5 ed
• Seitenzahl: 1264
• Erscheinungstermin: September 2019
• Englisch
• Abmessung: 236mm x 156mm x 56mm
• Gewicht: 1630g
• ISBN-13: 9781260121780
• ISBN-10: 126012178X
• Artikelnr.: 55187665

Autorenporträt

Alexandra Reed Lajoux is Chief Knowledge Officer Emeritus of the National Association of Corporate Directors, founding principal of Capital Expert Services, LLC, and the coauthor of all nine titles in the bestselling Art of M&A series. She is one of the most well-known and respected figures the fields of M&A, corporate governance, and international trade. Capital Expert Services, LLC, is a global consultancy providing consulting experts and expert witnesses for complex business litigation.

Inhaltsangabe

FOREWORD
PREFACE AND ACKNOWLEDGMENTS
Chapter 1 Getting Started in Mergers and Acquisition
Introduction . Key Terms . About Our Question-and-Answer Format .
Concluding Comments . Exhibit 1-1: Global M&A Transaction Value (1988 vs.
2018) . Exhibit 1-2: The M&A Process . Notes
Chapter 2 Strategy
Introduction . Strategic Planning . The Role of M&A in Strategic
Planning . Alternatives to M&A . SWOT Analysis . Disclosure of
Strategy . Levels of Strategy . Four Types of M&A Strategy . The Search
Process . Brokers and Finders . Bankers . Initial Regulatory and Legal
Considerations . Concluding Comments . Exhibit 2-1: Outline for a Typical
Strategic Plan . Exhibit 2-2: M&A in a Strategic Decision Tree . Exhibit
2-3:
Range of Structure for Business Collaboration . Exhibit 2-4: Sample SWOT
Analysis Questions . Exhibit 2-5: Sample Checklist of Assets for Use in
Complement/Supplement Analysis . Exhibit 2-6: Sample Checklist of Risks for
Use in Seeking Complementary Acquisitions . Exhibit 2-7: Sample Strategy
Statements . Exhibit 2-8: What Is Alphabet? . Exhibit 2-9: Examples of
Options Embedded in Strategic Acquisitions . Exhibit 2-10: The AI
Acquisition
Race . Exhibit 2-11: Sherwin-Williams-Vertical Strategy Leads to Horizontal
Move . Exhibit 2-12: A Guide to M&A Decisions . Exhibit 2-13: Opportunity
Prioritization . Exhibit 2-14: Premerger Notification Thresholds Under
Hart-
Scott-Rodino . Appendix 2A: Types of Organizational Structure . Appendix
2B: Checklist of Assets . Appendix 2C: Horizontal Merger Guidelines .
Appendix 2D: Tesoro Strikes Gold in California . Notes
Chapter 3 Valuation and Modeling
Introduction . Valuation Fundamentals . Choosing a Valuation Approach .
Comparable Companies and Transactions . Comparable Transactions Analysis .
DCF Analysis . Forecasting Free Cash Flow . Calculating the Discount Rate .
Ascribing a Terminal Value . Conducting Sensitivity
Analyses . The IVS Framework . Concluding Comments . Exhibit 3-1: Valuation
Approaches . Exhibit 3-2: Advantages and Disadvantages of Valuation
Multiples . Exhibit 3-3: Common Multiples Used in Selected Sectors .
Exhibit 3-4: Comparable Companies Checklist . Exhibit 3-5: Variations in
Accounting May Affect Valuation Multiples . Exhibit 3-6: Comparable
Transactions Checklist . Exhibit 3-7: Summary of Precedent Transactions .
Exhibit 3-8: Overview of the DCF Analysis Process . Exhibit 3-9: Advantages
of DCF Analysis . Exhibit 3-10: Disadvanatges of DCF Analysis . Exhibit
3-11: Defining Free Cash Flow-Top-down Approach . Exhibit 3-12: Calculating
Free Cash Flow-Example of Top-down Approach . Exhibit 3-13: Defining Free
Cash Flow-Bottom-up Approach . Exhibit 3-14: Calculating Free Cash
Flow-Example of Bottom-up Approach . Exhibit 3-15: Present Value Formula .
Exhibit 3-16: WACC Formula . Exhibit 3-17: Cost of Common Equity Formula .
Exhibit 3-18: Chart Showing Size Premiums by Quartile and Decile . Exhibit
3-19: Chart Showing Size Premiums by Decile . Exhibit 3-20: Exit Multiple
Approach to Estimating Terminal Value . Exhibit 3-21: Terminal Value Model
Assuming Constant Growth . Exhibit 3-22: Perpetuity Value Assuming No
Growth in Cash Flows . Exhibit 3-23: Perpetuity Value Assuming 2 Percent
Growth . Exhibit 3-24: DCF for a Business Already in Constant Growth Mode .
Exhibit 3-25: DCF for a No. 2 Pencil Manufacturer . Notes
Chapter 4 Financing and Refinancing
Introduction . Financing Overview . Financing Instruments: Equity vs. Debt
vs. Hybrids . Financing Sources . Highly Leveraged Transactions .
Minimizing Borrowing . Determining Structure in Debt Financing . Senior
Debt . Sale-Leasebacks . Pros and Cons of Preserving Debt and Lease
Obligations . Seller Takeback Financing . Warrants . Working Capital Debt
of the Seller . The Bank Book and Commitment Letter . Other Principal
Issues in Senior Loan Agreements . High-Yield (a.k.a. "Junk") Bonds .
Bridge Loans . Equity Investment Funds . Registration Rights .
Intercreditor Issues . Subordination Issues . Intercreditor Agreements .
Fraudulent Conveyance and Other Litigation Concerns . Refinancing Issues .
Concluding Comments . Exhibit 4-1: The LBO of Beatrice and Its Aftermath .
Exhibit 4-2: Sample Company's Cash Flow and Debt Service Requirements .
Exhibit 4-3: Sample Covenant . Exhibit 4-4: Subordination and Corporate
Structure . Appendix 4A: Typical Subordination Provisions of Publicly
Issued Notes . Appendix 4B: Typical Subordination Provisions of Privately
Placed Institutional Notes . Appendix 4C: Typical Subordination Provisions
of Seller Notes . Notes
Chapter 5 Structuring Transactions: General, Tax, and Accounting
Considerations
Introduction . General Considerations . Structuring Asset Transactions .
Structuring Stock Transactions . Structuring Merger Transactions . General
Accounting Considerations . Allocating the Price of a Transaction for
Accounting Purposes . Difference Between Accounting and Tax Treatments .
Tax Considerations . Basic Tax Concepts and Definitions . Basic Tax
Structure: Taxable Transactions . Basic Tax Structure: Tax-Deferred
Transactions . Choice of Entity . Tax Consequences in Structuring
Acquisition
Debt Financing . Management Buyout Tax Basics . Postacquisition Tax Issues
. Other Tax Issues . Concluding Comments . Transaction Diagrams . Exhibit
5-1: A Guide to US (Federal) and State Codes . Exhibit 5-2: Forward
Subsidiary Merger (FSM) vs. Reverse Subsidiary Merger (RSM) . Exhibit 5-3:
Anatomy of a Merger, Acquisition, and Buyout Transaction . Exhibit 5-4:
Description of Acquisition Allocation from Emcor Group, Inc. . Exhibit 5-5:
Differences in the Purchase Price Computation . Exhibit 5-6: Section 368:
Types of Reorganization . Exhibit 5-7: Stock Purchase . Exhibit 5-8: Asset
Purchase . Exhibit 5-9: Taxable Forward Merger . Exhibit 5-10: Taxable
Reverse Merger . Exhibit 5-11: Taxable Forward Subsidiary Merger . Exhibit
5-12: Tax-Free Forward Merger (A Reorganization) . Exhibit 5-13: Tax-Free
Forward Triangular Merger . Exhibit 5-14: Tax-Free Acquisition of Stock for
Voting Stock (B Reorganization) . Exhibit 5-15: Acquisition of Property for
Voting Stock (C Reorganization) . Exhibit 5-16: Acquisition of Property for
Voting Stock (D Reorganization) . Exhibit 5-17: National Starch Transaction
(Section 351 Acquisition) . Appendix 5A: Meeting the Reorganization Test:
US Examples from the Internal Revenue Service . Notes
Chapter 6 The Due Diligence Inquiry
Introduction . Getting Started . Duration of Due Diligence . Due Diligence
Levels . Securities Laws and Due Diligence . Red Flags . Relations with the
Seller . Location of Due Diligence Research . Evaluating Assets .
Litigation Analysis . Emerging Legal Issues . Due Diligence After Closing .
Concluding Comments . Exhibit 6-1: VDR Menu Screen Shot . Exhibit 6-2: A
Representative List of Virtual Data Room Providers . Exhibit 6-3: Some
Typical Plaintiff Claims in M&A Litigation . Exhibit 6-4: Venn Diagram
Showing Interrelationship of M&A, Due Diligence Standards, and Securities
Law . Appendix 6A: Sample Confidentiality Agreement . Appendix 6B: Due
Diligence Checklist . Appendix 6C: An Annotated Initial Document and
Information Request List . Appendix 6D: Sample Index of VDR Documents .
Notes
Chapter 7 Negotiating the Letter of Intent and Acquisition Agreement
Introduction . Letter of Intent . The Acquisition Agreement . Components of
the Agreement . Introductory Material . Representations and Warranties .
Covenants . Conditions to Closing . Indemnity Section . Acquisitions from
an Affiliated Group . Transactions Involving Public Companies . Negotiating
and Documenting an MBO . Employment Agreements . Stockholders' Agreements .
Concluding Comments . Exhibit 7-1: Seller vs. Buyer Key Goals . Exhibit
7-2: The Safeguards-Price Negotiating Matrix . Exhibit 7-3: The FASB on
Materiality . Appendix 7A: Sample Letter of Intent . Appendix 7B:Typical
Merger Agreement and Commentary . Notes
Chapter 8 Closing
Introduction . The Basics of Closing . Planning the Closing . Preclosing .
Closing . Wire Transfers . Postclosing . Concluding
Comments . Appendix 8A: Sample Closing Memorandum (Including a Detailed
Schedule of Closing Documents) . Notes
Chapter 9 Postmerger Integration and Divestitures
Introduction . Basic Concepts of Integration . The Postmerger Plan .
Communicating the Integration Plan . Combining Company Names . Integrating
Cultures . Integrating Mission, Policy, Ethics, and Vision Statements .
Integrating Key Resources, Processes, and Responsibilities . Integrating
Resources . Integrating Processes . Integrating Responsibilities .
Commitments to Employees . Postmerger Compensation: A Complex Issue .
Planning Pay Integration: A Strategic Overview . Merging Benefits Plans .
Some General Postmerger Technology Considerations . Divestitures .
Concluding Comments . Exhibit 9-1: Audience Media Communications Matrix .
Exhibit 9-2: Steps for Naming a Newly Combined Company . Exhibit 9-3: A
Matrix for Planning Cultural Integration . Exhibit 9-4: Acquisition
Integration Plan for Human Resources Operation . Exhibit 9-5: Three Brand
Approaches . Exhibit 9-6: Sample Plan for 30-, 60-, and 90+-Day Milestones
. Exhibit 9-7: Old Line Bank and Bay Bank Merger FAQ (Excerpts) . Exhibit
9-8: Marathon Patent Press Release Addressing the Dilution Issue . Exhibit
9-9: Sample Matrix for Postmerger Compensation Planning . Exhibit 9-10:
Valuing the Divestiture Option . Exhibit 9-11: The WARN Act: Basic
Provisions/Requirements . Appendix 9A: Sample Postmerger Press Release
Highlighting Strategic Motivation . Appendix 9B: Sample "Assets" Checklist
of Resources, Processes, and Responsibilities . Appendix 9C: Integration
Planning Worksheet . Appendix 9D: Integration Timeline from a Midsized
Acquirer . Appendix 9E: Pairwise Comparison . Appendix 9F: Principles for
Responsible Busin ess . Exhibit 9E-1: Setting Up the Pairwise Comparison
Matrix . Exhibit 9E-2: Identifying the Useful Part of the Matrix . Exhibit
9E-3: Filling the Useful Part of the Matrix . Notes
Chapter 10 Special Issues for M&A in Public Companies
Introduction . General Considerations . Proxy Voting . Dodd-Frank,
Sarbanes-Oxley, and M&A . Duties of Care and Loyalty . Director
Responsibilities in Responding to Unsolicited Bids . M&A Forms . Tender
Offer Basics . Proxy Solicitations . Going Private . Merger Disclosure
Issues . Insider Trading . Financing the Two-Step Public Transaction with
Debt . Takeover Defenses . State Laws Related to Takeover Defense .
Concluding Comments . Exhibit 10-1: Some Typical Plaintiff Claims in M&A
Litigation . Exhibit 10-2: Federal Class Actions on M&A 2010-2018 . Exhibit
10-3: Likely Responses to Tender Offers Versus Management Promises . Notes
Chapter 11 Workouts, Bankruptcies, and Liquidations
Introduction . General Considerations . Workouts . Bankruptcy . State
Insolvency Proceedings . Investing Opportunities: Structuring the Purchase
of a Troubled Company . Structuring a Buyout to Minimize Insolvency
Risk . Financing Alternatives for Companies with Losses . Accounting/Tax
Issues for Companies with Losses . Liquidation . Concluding Comments .
Diagrams Showing Various Structures for Reorganizations and Workouts of
Insolvent Companies . Exhibit 11-1: Definitions of Bankruptcy . Exhibit
11-2: Average Corporate Debt Recovery Rates Measured by Ultimate
Recoveries, 1987-2018 . Exhibit 11-3: Business vs. Computer Bankruptcies .
Exhibit 11-4: Some Common Consolidation Scenarios Applying ASC 810 .
Exhibit 11-5: The 10 Largest Bankruptcies in the United States (by Total
Assets Pre-Bankruptcy) . Exhibit 11-6: Structure Posing No Fraudulent
Conveyance Risk . Exhibit 11-7: Structure Posing Fraudulent Conveyance Risk
via Guarantee . Exhibit 11-8: Structure Posing Fraudulent Conveyance Risk
via Transfer of Loan Recipient . Exhibit 11-9: Structure Posing Fraudulent
Conveyance Risk via Simple Merger . Exhibit 11-10: Structure Posing
Fraudulent Conveyance Risk via Distribution to Target Shareholder . Exhibit
11-11: Structure Posing Risk of Fraudulent Conveyance in Multistep
Transaction Involving Small Stock Purchase and Large Loan . Exhibit 11-12:
Structure Posing Fraudulent Conveyance Risk via Transfer of Risk to a
Subsidiary . Notes
Chapter 12 Global Deals: Structuring for Success
Introduction . Nontax Inbound: Issues Regarding Foreign Investment in the
United States . Nontax Outbound: Acquisitions Involving Assets Located
Outside the United States . Foreign Exchange . Other Global Realities .
Financing Outbound Transactions . International Tax and Disclosure
Considerations . Tax Considerations in Inbound Acquisitions . Tax
Considerations in Outbound Acquisitions . Concluding Comments . Exhibit
12-1: Examples of Eurocurrencies . Appendix 12-1:Meeting the Reorganization
Test: Foreign Examples from the Internal Revenue Service . Notes
Landmark and Recent M&A Legal Cases
Cases Alleging Impropriety in Purchasing (or Disclosing an Offer to
Purchase) a Company or Controlling Shares . Cases Alleging Impropriety in
the Valuation and/or Sale of a Business, Assets, or Controlling Shares .
Cases Involving M&A Agreements or Other Contracts . Cases Alleging
Violation of Antitrust Laws . Cases Alleging Violations of Health, Safety,
and Labor Laws in an M&A Context . Cases Dealing with Jurisdiction or Right
to Sue Following a Merger . Additional Cases
INDEX