Mergers & Acquisitions

An Insider's Guide to the Purchase and Sale of Middle Market Business Interests

Dennis J. Roberts

• Publisher: Wiley
• Year: 2009
• Print ISBN: 9780470262108
• eBook ISBN: 9780470442753
• Edition: 1
• Topic: Business
• Subtopic: Mergers & Acquisitions
• Index: Business

This book was designed not only for owners and managers of middle market businesses but as a training text for middle market M&A investment bankers and consultants. It discusses the art and science of middle market M&A as well the all-important psychology and behind-the-scenes negotiations pursued with a particular emphasis on obtaining the absolute highest value when selling a business. Subjects addressed include valuation, taxation, negotiations, M&A conventions, among many others from the buy-side and sell-side perspectives.

Subtitled "Tales of A Deal Junkie, " this serious but occasionally irreverent book tells it like it is, including anecdotes to provide a "feel" for what really goes on in middle market transactions. The author, a former practicing CPA and a business valuation expert, is a veteran M&A investment banker with years of real life experience. He also is a widely-acclaimed instructor in the M&A field and a nationally-respected practitioner who has trained thousands of investment bankers. No comparable book on the market today provides this degree of comprehensive and invaluable insight.

Table of contents

• Praise
• Title Page
• Copyright Page
• Epigraph
• About the Author
• Acknowledgements
• Foreword
• Preface: A Profession
• Disclaimers, Apologies, and Modest Lies
• CHAPTER 1 - The Middle Market Is Different!
• CHAPTER 2 - Drivers of Middle Market Activity and the Sellers
• CHAPTER 3 - Finding—and Understanding—Buyers in the Middle Market
• CHAPTER 4 - Preparing a Middle Market Business for Sale and Running the ...
• CHAPTER 5 - Rewarding and Retaining Key Staff in Connection with a Business ...
• CHAPTER 6 - Crystal Balls and Timing the Sale of a Middle Market Business
• CHAPTER 7 - The Confidential Information Memorandum
• CHAPTER 8 - Confidentiality While Doing the Deal
• CHAPTER 9 - Middle Market Investment Bankers and Intermediaries
• CHAPTER 10 - The External M&A Team, and Using the Team Correctly
• CHAPTER 11 - Anyone Can Do M&A—Right?
• CHAPTER 12 - Two Types of Auctions: The Informal Auction and the Controlled Auction
• CHAPTER 13 - Financial Services Agreements, Estimating Professional Fees, and ...
• CHAPTER 14 - Investment Banking Representation on the Buy Side
• CHAPTER 15 - The Letter of Intent: The Most Critical Document?
• CHAPTER 16 - Some Thoughts on the Psychology of M&A Negotiations
• CHAPTER 17 - Initial Meetings with Buyers, Pricing the Company, and Pacing the Negotiations
• CHAPTER 18 - Consideration and Deal Structure
• CHAPTER 19 - Earnouts
• CHAPTER 20 - The Proof Phase, or the Final Days
• CHAPTER 21 - After the Nuptials: Postmerger and Acquisition Failures
• CHAPTER 22 - Does a Sales-Side Client Need an Appraisal before Going to Market?
• CHAPTER 23 - The Rules of Five and Ten and the Super Rule of Five in M&A Valuation
• CHAPTER 24 - An Introduction to the Basic Art and Science of Valuation ...
• CHAPTER 25 - A Brief Discussion of Multiples and Multiple Realities
• CHAPTER 26 - Qualitative Values Inherent in the Target Company
• CHAPTER 27 - M&A Conventions and Establishing Balance Sheet Targets
• CHAPTER 28 - Special M&A and M&A Valuation Topics
• CHAPTER 29 - Common M&A Taxation Issues
• CHAPTER 30 - The Business of Middle Market Investment Banking
• CHAPTER 31 - A Postscript: The Capital Markets
• CHAPTER 32 - Another Postscript: The Unbundled Approach to Formal Valuation
• Index