The Art of M&A, Fourth Edition A Merger Acquisition Buyout Guide
by Reed, Stanley Foster; Lajoux, Alexandra Reed; Nesvold, H. PeterEdition: 4th
Format: Hardcover
Pub. Date: 2007-05-17
Publisher(s): McGraw-Hill Education
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Summary
Long-established as the "M&A bible," The Art of M&A has equipped thousands of practitioners with a definitive source of knowledge and step-by-step guidance on every facet of mergers and acquisitions. With thoroughly new, totally up-to-date material, the fourth edition of The Art of M&A offers a comprehensive account of all the changes that have taken place in the field since the merger wave of the 1990s, presenting crucial information, guidelines, and strategies that can make or break a deal.
Author Biography
Stanley Foster Reed has consulted on numerousglobal deals, including Allied Chemical, Gillette, and Seiko Watch.
Alexandra Reed Lajoux is president of Alexis andCompany and the coauthor of several M&A books.
H. Peter Nesvold,C.F.A.,C.P.A is managingdirector of Columbus Capital Company. He has advised on M&A transactionsfor top companies such as America Online and Time Warner.
Table of Contents
| Preface | p. vii |
| Getting Started in Mergers and Acquisitions | p. 1 |
| Introduction | |
| Basic Terms | |
| Concluding Comments | |
| Notes | |
| Planning and Finding | p. 9 |
| Introduction | |
| Strategic Planning for Operating Companies | |
| In-House Search | |
| Brokers and Finders | |
| Role of Investment and Commercial Banks in M&A | |
| General Regulatory Considerations for Buyers | |
| Antitrust Considerations for Acquisitions | |
| Hart-Scott-Rodino | |
| Concluding Comments | |
| Sample Checklist of Assets for Use in Complement/Supplement Analysis | |
| Sample Checklist of Risks for Use in Seeking Complementary Acquisitions | |
| Premerger Notification and Waiting Period Under Hart-Scott-Rodino | |
| Types of Organizational Structure | |
| Checklist of Assets | |
| Revision to the Horizontal Merger Guidelines Issued by the U.S. Department of Justice and the Federal Trade Commission | |
| Notes | |
| Valuation and Pricing | p. 77 |
| Introduction | |
| Valuation Fundamentals | |
| Pricing Issues | |
| Special Considerations for Private Companies | |
| Expressing the Purchase Price in the Acquisition Agreement | |
| Concluding Comments | |
| Estimating the Cost of Capital | |
| Notes | |
| The Art of Financing and Refinancing | p. 141 |
| 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 | |
| Insurance Company Financing | |
| 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 | |
| Typical Subordination Provisions of Publicly Issued Notes | |
| Typical Subordination Provisions of Privately Placed Institutional Notes | |
| Typical Subordination Provisions of Seller Notes | |
| Notes | |
| Structuring Transactions: General, Tax, and Accounting Considerations | p. 261 |
| Introduction | |
| General Considerations | |
| Accounting Considerations | |
| Goodwill Impairment Testing | |
| Tax Considerations | |
| Concluding Comments | |
| Transaction Diagrams | |
| Notes | |
| The Due Diligence Inquiry | p. 381 |
| Introduction | |
| Getting Started | |
| Duration of Due Diligence | |
| Due Diligence Levels | |
| Relations with Seller | |
| Location of Due Diligence Research | |
| Evaluating Assets | |
| Litigation Analysis | |
| Emerging Legal Issues | |
| Due Diligence After Closing | |
| Concluding Comments | |
| Sample Confidentiality Agreement | |
| Due Diligence Checklist | |
| An Annotated Initial Document and Information Request List | |
| Index of Data Room Documents | |
| Notes | |
| Negotiating the Acquisition Agreement and the Letter of Intent | p. 459 |
| Introduction | |
| The 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 | |
| Sample Letter of Intent | |
| Typical Merger Agreement and Commentary | |
| Notes | |
| Closing | p. 613 |
| Introduction | |
| The Basics of Closing | |
| Pre-Closing | |
| Closing | |
| Wire Transfers | |
| Post-Closing | |
| Planning the Closing | |
| Concluding Comments | |
| Sample Closing Memorandum (Including a Detailed Schedule of Closing Documents) | |
| Note | |
| Postmerger Integration and Divestitures | p. 645 |
| Introduction | |
| Basic Concepts of Integration | |
| The Postmerger Plan | |
| Communicating the Integration Plan | |
| Combining Company Names | |
| Integrating Cultures | |
| Integrating Vision, Policy, Ethics, and Mission Statements | |
| Integrating Key Resources, Processes, and Responsibilities | |
| Integrating Resources | |
| Integrating Processes | |
| Integration of Key Responsibilities | |
| Legal Aspects of Shareholder Relations | |
| Commitments to Employees | |
| Postmerger Compensation: A Complex Issue | |
| Planning Pay Integration: A Strategic Overview | |
| Merging Benefit Plans | |
| Divestitures | |
| Concluding Comments | |
| Sample Postmerger Press Release Highlighting Strategic Motivation | |
| Sample Assets Checklist of Resources, Processes, and Responsibilities | |
| Integration Planning Worksheet | |
| Integration Timeline from a Midsized Acquirer | |
| Pairwise Comparison | |
| Notes | |
| Special Issues for M&A in Public Companies | p. 785 |
| Introduction | |
| General Considerations | |
| Sarbanes-Oxley and M&A | |
| Duties of Care, Loyalty, and Good Faith in M&A | |
| Director Responsibilities in Responding to Unsolicited Bids | |
| M&A Forms | |
| Tender Offer Basics | |
| Proxy Solicitations | |
| Merger Disclosure Issues | |
| Insider Trading | |
| Financing the Public Transaction | |
| Takeover Defenses | |
| Related State Laws | |
| Concluding Comments | |
| Notes | |
| Workouts, Bankruptcies, and Liquidations | p. 861 |
| Introduction | |
| General Considerations | |
| Workouts | |
| Bankruptcy | |
| State Insolvency Proceedings | |
| Investing Opportunities: Structuring the Purchase of a Troubled Company | |
| Structuring a Leveraged 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 | |
| The "Samex" Case: Illustrating the Vulnerability of the Bankruptcy Process to Fraud, and the Relative Finality of Acquisition Decisions Made in Bankruptcy Court | |
| Notes | |
| Structuring Transactions with International Aspects | p. 905 |
| Introduction | |
| Nontax Issues Regarding Foreign Investment in the United States | |
| Acquisitions of Entities Involving Assets Located Outside the United States | |
| Foreign Exchange | |
| Financing | |
| International Tax and Disclosure Considerations | |
| Tax Considerations in Inbound Acquisitions | |
| FIRPTA | |
| Tax Considerations in Outbound Acquisitions | |
| Concluding Comments | |
| Notes | |
| A WOFC Case Study: J. T. Smith Consultants | p. 965 |
| Landmark and Recent M&A Legal Cases | p. 1005 |
| Cases Alleging Impropriety in a Merger or in the Acquisition of a Business 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, Safely, and Labor Laws | |
| Cases Dealing with Jurisdiction or Right to Sue Following a Merger | |
| Additional Recent Cases | |
| Index | p. 1049 |
| Table of Contents provided by Ingram. All Rights Reserved. |
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