Mergers and Acquisitions Playbook introduces a street-smart approach to the mergers and acquisitions (M&A) process. It's straightforward, it's savvy, and it's designed to prepare you to understand and manage the sale of your business with an investment banker's know-how. Drawing from his nearly three decades of experience, during which he completed over 125 merger and acquisition transactions, author and successful investment banker Mark Filippell uses his wealth of real-world experience and true case studies to reveal the nuts and bolts of valuing your company, marketing it, negotiating the…mehr
Mergers and Acquisitions Playbook introduces a street-smart approach to the mergers and acquisitions (M&A) process. It's straightforward, it's savvy, and it's designed to prepare you to understand and manage the sale of your business with an investment banker's know-how. Drawing from his nearly three decades of experience, during which he completed over 125 merger and acquisition transactions, author and successful investment banker Mark Filippell uses his wealth of real-world experience and true case studies to reveal the nuts and bolts of valuing your company, marketing it, negotiating the deal points, and closing the transaction--all with an insider's perspective. Even if you don't plan on selling your business yourself, you'll need to understand all the players--and "plays"--involved in this transaction that will be the most important of your career as a business owner. Mergers and Acquisitions Playbook helps you gain invaluable insight, with coverage on: * Preparing to sell your business * Whether or not you should hire an intermediary * Finding out what your business is worth * The difference between "value" and "currency" * How to create competition (or the impression of it) * Identifying and cultivating the right buyers * Approaching prospective buyers * Negotiating strategies * Moving from letter of intent to closing * Working with lawyers Whether you're in the game or just watching, you're going to need to know what's happening--especially if your business is one of the major players. Anecdotal and packed with practical advice on the mergers and acquisitions process from start to finish, Mergers and Acquisitions Playbook prepares you to enter the M&A process like an expert--no matter what your playing field looks like.
MARK A. FILIPPELL is a co-founder and Managing Director at Western Reserve Partners, an M&A boutique. He has nearly thirty years of investment banking experience and has personally completed over 125 merger and acquisition transactions. Prior to co-founding Western Reserve Partners, he was the manager of the Mergers & Acquisitions Department at KeyBanc Capital Markets and McDonald Investments. His clients have included Eaton, Novar Electronics, Claymont Steel Holdings, Liqui-Box, General Electric, Computational Systems, Excel Mining Systems, and MascoTech.
Inhaltsangabe
Preface.
Acknowledgments.
Chapter 1: Why People Sell Businesses.
Honesty Is the Best Policy.
Most Common Reasons People Sell.
Proactively Making the Sale Decision.
Notes.
Chapter 2: Should the Seller Hire an Intermediary?
What Do Investment Bankers Do Anyway?
Criteria for Selecting an Investment Banker.
Investment Banker Fees.
Choosing the Right Investment Banker.
Notes.
Chapter 3: What Is the Business Worth?
Valuation Methodologies.
Applying Valuation Theory to Real-World Situations.
Notes.
Chapter 4: The Difference between ?Value? and?Currency?.
Mediums of Exchange in M&A.
Sale of a Company's Stock.
Notes.
Chapter 5: Taking Advantage of the Seller's UnfairAdvantages: Prepping and Timing.
Preparation.
Timing.
Involving the Management Team.
Informing the Workforce.
Leaks.
Conclusion.
Notes.
Chapter 6: Preparing the Documents.
The Offering Memorandum.
The Executive Summary.
The Management Presentation.
The Data Room.
The Definitive Purchase Agreement.
Notes.
Chapter 7: Identifying and Cultivating the RightBuyers.
Strategic Buyers.
Financial Sponsors
Diversification Parties.
ESOPs.
Management.
Family Members.
Notes.
Chapter 8: How Many Buyers to Approach?
Negotiated Sale.
Limited Auction.
Broad Auction.
Notes.
Chapter 9: Approaching Prospective Buyers.
Confidentiality.
Distributing the Offering Memorandum to Buyers.
Securing Buyers' Indications of Interest.
Appendix 9A: Confidentiality Agreement.
Appendix 9B: Sample Process Letter.
Appendix 9C: Indication of Interest.
Notes.
Chapter 10: Management Presentations and Plant Tours.
Management Presentations.
Facility Tours.
Next Steps.
Notes.
Chapter 11: Negotiating the Purchase Price.
The Letter of Intent.
Case-Specific Negotiating Strategies.
Negotiating Dynamics.
Appendix 11A: Letter of Intent.
Notes.
Chapter 12: Moving from Letter of Intent to Closing.
The Negotiating Dynamics Have Reversed.
Hart-Scott-Rodino Filing.
Keeping the Closing Process on Track.
What If It's Not Meant to Be?
Appendix 12A: Definitive Purchase Agreement.
Notes.
Chapter 13: Sales Forced by Bankruptcy or FinancialDuress.
The Painful Decision to Act.
Secured Party Sales.
Sales Engineered before Filing, but Closed in BankruptcyCourt.
