Mergers and Acquisitions Basics: The Key Steps of Acquisitions, Divestitures, and Investments, Second Edition

April 2017 978-1-119-27347-9 Hardcover (360 pages)

John Wiley & Sons, Inc.

The essential executive M&A primer, with practical tools and expert insight


Mergers and Acquisitions Basics provides complete guidance on the M&A process, with in-depth analysis, expert insight, and practical tools for success. This new second edition has been updated to reflect the current M&A landscape, giving busy executives the ideal resource for navigating each step in the process. Veteran executives relate guidelines, lessons learned, and mistakes to avoid as they explain how M&As work, identify the major players, and describe the roles involved in a successful transaction. Both buyer and seller must consider a broad range of factors, and this essential guide provides checklists, forms, sample reports, and presentations to help you avoid surprises and ensure your organization's full preparation for the deal. Equity investments, valuation, negotiation, integration, legal aspects, and more are explained in detail to provide a foundational primer for anyone seeking to clarify their role in the process.

Mergers and acquisitions are becoming ever more critical to the growth of large and mid-sized companies. This book balances depth and breadth to provide a one-stop guide to maximizing the financial and operational value of the deal.

  • Identify key drivers of purchase or sale
  • Understand major roles, processes, and practices
  • Avoid valuation detractors and negotiate effectively
  • Overcome common challenges to successful integration
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Categories: M&A valuations

  • CHAPTER 1 Introduction
    • Notes
  • CHAPTER 2 The Players
    • The Buyer
    • The Seller
    • Investors/Owners
    • Corporate Staff
    • Advisors
    • Regulators
    • Others
    • Notes
  • CHAPTER 3 Decision to Buy or Sell
    • Reasons to Buy
    • Choosing to Sell
    • Notes
  • CHAPTER 4 Buyer’s Preparation for the Deal
    • Developing a Strategy
    • Building a Capability
    • Devising a Process
    • Planning the Message
    • Notes
  • CHAPTER 5 Seller’s Preparation for the Deal
    • Building a Capability
    • Making the Business Most Sellable; Cleaning It Up
    • Setting Expectations with Constituents
    • Preparing the Business for Sale
    • Notes
  • CHAPTER 6 Deal Process
    • Determining the Universe of Buyers
    • Making the Approach
    • One-on-One Negotiation
    • Formal Auction
    • Informal Auction
    • Bankruptcy Auction
    • Direct versus Proxy
    • Relative Positions of Power
    • International M&A
    • Seller Behavior and Building Trust
    • Notes
  • CHAPTER 7 Due Diligence
    • Building a Team
    • What the Buyer Wants to Know
    • Notes
  • CHAPTER 8 Valuation
    • Standard Valuation Methods
    • Pro Forma: Finding and Splitting the Upside
    • Getting the Valuation and Pro Forma Done
    • Deal Structure and Consideration
    • Notes
  • CHAPTER 9 Integration Planning
    • Dedicating Resources
    • Linking Due Diligence to Integration Planning and Execution
    • Key Integration Issues
    • Notes
  • CHAPTER 10 Financing Issues
    • Cost of Capital
    • Lost Opportunities
    • Financing Contingency: “Bird in the Hand”
    • Notes
  • CHAPTER 11 Closing the Deal and After
    • How Is a Deal Closed?
    • Other Signing and Closing Events
    • Post-Closing Issues
    • Integration and Look Back (the Postmortem)
    • Note
  • APPENDIX A Standard Form Deliverables During a Strategic Transaction Example
    • B1: Due Diligence Report Table of Contents
    • B2: Due Diligence Report for Project X
  • APPENDIX C Standard Deal Process Checklist Example
  • APPENDIX D Standard Approval Process Example
  • APPENDIX E Approval of a Strategic Transaction: Key Topics in Presentation
  • APPENDIX F Generic Valuation Exercise
  • APPENDIX G Generic Acquisition Term Sheet for Acquisition by Public Buyer of Privately Held Target
  • APPENDIX H Generic Investment Term Sheet for Project “Moon”
  • APPENDIX I Notable Transaction Issues by Country/Territory
    • Index