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Index
Praise Title Page Copyright Page Epigraph About the Author Acknowledgements Foreword Preface: A Profession
A Career in Middle Market Investment Banking The Origins of a Deal Junkie The Deal Junkie Arrives (Almost) Why Another M&A Book? My Intended Audience Happy Families
Disclaimers, Apologies, and Modest Lies CHAPTER 1 - The Middle Market Is Different!
Business Process Innovation, Growth Spurts, Regulatory Imperatives, and Capital Not “Mom-and-Pop” Businesses The Upper Market What Exactly Is the Middle Market? Does Size (Alone) Matter? Brokers and Investment Bankers Servicing the Three Markets Chapter Highlights Notes
CHAPTER 2 - Drivers of Middle Market Activity and the Sellers
Liquidity and Umbrella Drinks Baby Boomers Technology and the Information Age It’s Not Your Father’s M&A World, Either The Glass Ceiling that Sometimes Drives Transactions Big Fish and Little Fish Chapter Highlights Note
CHAPTER 3 - Finding—and Understanding—Buyers in the Middle Market
Scared Money Understanding Buyer and Investor Types Identifying Potential Buyers Which Door to Open to the Buyers? Chapter Highlights Note
CHAPTER 4 - Preparing a Middle Market Business for Sale and Running the ...
Three Periods to Prepare to Sell a Middle Market Business Litigation Summing Up Chapter Highlights Note
CHAPTER 5 - Rewarding and Retaining Key Staff in Connection with a Business ...
Overview Key Employee Rewards in General Timing Reward Payments Timing Tax Issues in Rewarding Key Employees The Importance of Clarity and Documentation—Avoiding Vague Promises When to Negotiate Noncompete and Nonintervention Agreements with Key Employees Being Alert to Potential Problems When Promises Made Are Not Consistent with ... A Way to Avoid Key Employee Problems in the First Place The Special Problems of Absentee Owners Wrap-Up Chapter Highlights
CHAPTER 6 - Crystal Balls and Timing the Sale of a Middle Market Business
Bubbles, Cycles, and Business Values Other Timing Opportunities—Roll-Ups Chapter Highlights Notes
CHAPTER 7 - The Confidential Information Memorandum
The Acquisition Profile Confidential Information Memoranda—Overview Clients and Confidential Information Memoranda: An Intense Collaboration Financial Statements in the Confidential Information Memorandum Chapter Highlights Notes
CHAPTER 8 - Confidentiality While Doing the Deal
Confidentiality in General Employees and Confidentiality: Two Approaches The Investment Banker and Confidentiality: Communications between Banker and ... The Executive Summary and Confidentiality Web Site Business-for-Sale Listings Nondisclosure Agreements Securities Laws and Confidentiality Chapter Highlights
CHAPTER 9 - Middle Market Investment Bankers and Intermediaries
The Telecom Deal Using Professional Investment Banking Assistance and In-House Teams Choosing the Right Investment Bank Chapter Highlights Note
CHAPTER 10 - The External M&A Team, and Using the Team Correctly
The External M&A Team Using the Team Properly and Sequencing the Professionals; Separating the Tasks ... Chapter Highlights Note
CHAPTER 11 - Anyone Can Do M&A—Right?
Anybody Can Do This? The Deal the Client Never Got Experience and M&A Chapter Highlights
CHAPTER 12 - Two Types of Auctions: The Informal Auction and the Controlled Auction
Auctions in General Document Rooms and Sequencing in the Controlled and Effective Auctions Effective Auctions: A Summary The Need for Auctions: What a Buyer Will Not Tell a Seller; How the Seller ... Chapter Highlights
CHAPTER 13 - Financial Services Agreements, Estimating Professional Fees, and ...
Financial Services Agreements, Broadly Considered Lawyers and Investment Banking Financial Services Agreement Reviews Large Sums of Money and Odd Behaviors Success or Contingent Fees Formulas (The Lehman Variations) How Transaction Value Is Measured Contingent versus Noncontingent Transaction Value Escrow Set-Asides Retainers (Commitment Fees) Basic Contract Period Trailer Periods Breakup Fees Carve-Outs and Approaches to Carve-Outs Compensation to the Investment Banker in Warrants, Options, or Other Equity Integrity and Investment Banking and Large Sums of Money Bankers Fees Paid at Settlement—More about Large Sums of Money M&A Lawyers and Fees Clients’ Overall Estimate of Professional Fees for a Typical Engagement Chapter Highlights Notes
CHAPTER 14 - Investment Banking Representation on the Buy Side
The Buy Side Buy- versus Sales-Side Representation Buy-Side Fees It’s All in the Planning How Many Targets at One Time? The Platform Philosophy versus the Financial Approach to Acquisitions Who on the Buy Side Should Negotiate? Orchestration (or Art) versus Science Who Does the Investment Banker Represent? Possible Conflicts of Interest in ... Chapter Highlights
CHAPTER 15 - The Letter of Intent: The Most Critical Document?
Content and Precedents of a Good Letter of Intent The Buyer/Seller Advantage Curve Preliminary versus Confirmatory Due Diligence Exclusivity, Confidentiality, and the Letter of Intent Affirmative Response Clauses Weaknesses and Opportunities—Disclosure and Accuracy of Preliminary ... The “Honey, I Did the Deal” Rule . . . Thoroughness of Business Terms Use of Subtlety and the Effect of Precise Words in Letters of Intent: What the ... Negotiating Protocol and the Letter of Intent The Reverse Letter of Intent LOIs from the Buy Side Point of View Chapter Highlights
CHAPTER 16 - Some Thoughts on the Psychology of M&A Negotiations
A Few Preliminary Thoughts on Negotiation Preparation Clients and Negotiation Politicians and Honesty Honesty and Integrity Are Still the Best Policies . . .Making a Friend Dangers of Written Argument Every Deal Dies a Thousand Deaths The End of the Middle Part of an M&A Negotiation . . .Just Before the Letter of Intent The Difficult or Unreasonable Negotiator One Last Thought on Negotiations: A Confession Chapter Highlights Notes
CHAPTER 17 - Initial Meetings with Buyers, Pricing the Company, and Pacing the Negotiations
Strange Role Reversals and First Meetings Encourage All Offers, No Matter How Low . . .Getting Them into the Tent The Truth, the Whole (?) Truth, and Nothing but the Truth Timing, Sequencing, and Pacing the Deal while Pricing the Company Chapter Highlights Note
CHAPTER 18 - Consideration and Deal Structure
It’s the Terms, Not the Price, Stupid! Consideration and Consideration Types Deal Structure Frequently Offered Consideration Types—Overall In Summary: Weighing and Comparing Offers Recommending Against Deal Consideration For Buyers: Creative Uses of Consideration as a Deal Making Device Stock and When It Is Priced A Final Thought on Consideration Mixes Chapter Highlights Notes
CHAPTER 19 - Earnouts
Why Earnouts Are Dreaded but Very Frequently a Deal Component Whose Earnings Are These Anyway? Avoid Confusion: Understand the Differences between Two Types of Earnouts Elements of Negotiation in a Comfort (True) Earnout Bottom Line Earnout Metric (EBITDA, etc.) When an Earnout Is Simply Frosting on the Cake Earnouts and Taxes Chapter Highlights
CHAPTER 20 - The Proof Phase, or the Final Days
Confirmatory Due Diligence The Definitive Agreement The Final Days: Investment Bankers and Attorneys The Critical Importance of Speed in the Final Days The Closing and the Surprise at Closing Chapter Highlights Notes
CHAPTER 21 - After the Nuptials: Postmerger and Acquisition Failures
A Brief Honeymoon, Perhaps; A Successful Marriage, Less Frequently Chapter Highlights Note
CHAPTER 22 - Does a Sales-Side Client Need an Appraisal before Going to Market?
Four Basic M&A Marketplace Valuation Contexts Formal versus Preliminary Valuation in the Marketplace Investment and Dynamic Value The Answer Appraisal Costs A Preliminary Valuation in the Marketplace Chapter Highlights Notes
CHAPTER 23 - The Rules of Five and Ten and the Super Rule of Five in M&A Valuation
A Foundation for the Valuation of Middle Market Businesses The Rules of Five and Ten, Cocktail Party Conversation, and . . .Quick Calculations Two Bell Curves The Super Rule of Five The Greater Fool Theory (Buyer Beware) Chapter Highlights Notes
CHAPTER 24 - An Introduction to the Basic Art and Science of Valuation ...
So How Much Is It Worth? Valuation 101 Valuing Economic Assets in General and Business in Particular M&A and EBIT(DA) Another Approach to Valuation: The Discounted Future Earnings (DFE) Method ... Chapter Highlights Notes
CHAPTER 25 - A Brief Discussion of Multiples and Multiple Realities
Multiples in General Risk and Multiples Derivative Multiples versus Actual Deal-Driving Multiples Public Market versus Private Market Multiples Arbitrage and Roll-Ups: A Practical Example of Public versus Private Company ... Chapter Highlights Notes
CHAPTER 26 - Qualitative Values Inherent in the Target Company
Quantitative and Qualitative Valuation Two Law Firms Value Drivers Go Well Beyond the Numbers Obsolescence, or . . . Go into Plastics, Young Man The Use of a Value Driver Analysis Contained in a Preliminary Valuation Report Chapter Highlights Note
CHAPTER 27 - M&A Conventions and Establishing Balance Sheet Targets
Conventions and Their Need and Basis The Balance Sheet in General M&A Conventions in General Entities and Businesses—Redux M&A Balance Sheet Conventions, or, Who Gets the Balance Sheet? Other Nonoperational Assets beside Cash Establishing Targets for Deliverables, Usually the Balance Sheet—A Moment in Time The Balance Sheet: At the Time of Negotiation or at the Time of Settlement? Working Capital Targets on the Balance Sheet Net Worth Targets on the Balance Sheet Double-Counting Target Purchase Price Adjustments Settlement of Differences—Truing Up Operating in the Normal Course of Business The Balance Sheet and Normalization Chapter Highlights Notes
CHAPTER 28 - Special M&A and M&A Valuation Topics
Overview Valuing Real Estate on the Balance Sheet Technology Valuation: Is It a Business Yet? Valuing the Nonprofitable Business Valuing Rapidly Growing Businesses for Venture Capital and Similar ... Chapter Highlights Notes
CHAPTER 29 - Common M&A Taxation Issues
A Brief Tax Overview Entity Selection: S Corporations versus C Corporations and Asset versus Stock Deals The Effect of Timing of S Corporation Elections and the Built-In Gains Tax Other Transaction Structural Issues Earnouts The Effect of Tax Accounting Methods Reorganization Deal Structures (Taking Stock) Disposing of Business Interests by Gifting Prior to a Sale and Charitable ... Divisive Reorganizations Small Business Corporations How Much Do Taxes Matter During the Negotiation? Chapter Highlights Notes
CHAPTER 30 - The Business of Middle Market Investment Banking
What Is Investment Banking? Some Ironies of the M&A Profession Attention Deficit Disorder and the M&A Banker People Skills Entry Points to Investment Banking in General Cultural Issues in Investment Banking Practices—Some Further Thoughts Marketing: Half of Investment Banking Is Business Development Multiple Marketing Approaches Networking in General Serving Clients and Executing Engagements Well Securities Law Issues Engagement Intake Management Success in Life and M&A The $10 Trillion Opportunity Chapter Highlights Notes
CHAPTER 31 - A Postscript: The Capital Markets
Notes
CHAPTER 32 - Another Postscript: The Unbundled Approach to Formal Valuation
A Bird, a Plane? Notes
Index
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