Mergers and Acquisitions Playbook · Lessons From the Middle-Market Trenches (Wiley Professional Advisory Services) by Filippell, Mark A. -- Read -- Imperial Library of Trantor

Index

Cover Table of Contents Half title page Title page Copyright page Dedication Preface: The Uneven Playing Field Acknowledgments CHAPTER 1 Why People Sell Businesses

HONESTY IS THE BEST POLICY MOST COMMON REASONS PEOPLE SELL PROACTIVELY MAKING THE SALE DECISION

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

CHAPTER 3 What Is the Business Worth?

VALUATION METHODOLOGIES APPLYING VALUATION THEORY TO REAL-WORLD SITUATIONS

CHAPTER 4 The Difference between “Value” and “Currency”

MEDIUMS OF EXCHANGE IN M&A SALE OF A COMPANY’S STOCK

CHAPTER 5 Taking Advantage of the Seller’s Unfair Advantages: Prepping and Timing

PREPARATION TIMING INVOLVING THE MANAGEMENT TEAM (NOT) INVOLVING COMPANY EMPLOYEES INFORMING THE WORKFORCE DEALING WITH LEAKS CONCLUSION

CHAPTER 6 Preparing the Documents

THE OFFERING MEMORANDUM THE EXECUTIVE SUMMARY THE MANAGEMENT PRESENTATION THE DATA ROOM THE DEFINITIVE PURCHASE AGREEMENT

CHAPTER 7 Identifying and Cultivating the Right Buyers

STRATEGIC BUYERS FINANCIAL SPONSORS DIVERSIFICATION PARTIES EMPLOYEE STOCK OWNERSHIP PLANS MANAGEMENT FAMILY MEMBERS

CHAPTER 8 How Many Buyers to Approach?

NEGOTIATED SALE LIMITED AUCTION BROAD AUCTION

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

CHAPTER 10 Management Presentations and Plant Tours

MANAGEMENT PRESENTATIONS FACILITY TOURS NEXT STEPS

CHAPTER 11 Negotiating the Purchase Price

THE LETTER OF INTENT CASE-SPECIFIC NEGOTIATING STRATEGIES NEGOTIATING DYNAMICS APPENDIX 11A: LETTER OF INTENT

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

CHAPTER 13 Sales Forced by Bankruptcy or Financial Duress

THE PAINFUL DECISION TO ACT SECURED PARTY SALES SALES ENGINEERED BEFORE FILING, BUT CLOSED IN BANKRUPTCY COURT SALES ENGINEERED AND CLOSED IN BANKRUPTCY COURT

CHAPTER 14 Working with Lawyers

LEGAL INVOLVEMENT FROM DAY ONE THE LAWYER’S DISTINCT ROLE DEAL MAKERS VERSUS DEAL BREAKERS RETAINING THE RIGHT M&A LAWYER THE LEGAL CHECK-UP COLLABORATING WITH THE INVESTMENT BANKER DRAFTING AND NEGOTIATING THE PURCHASE AGREEMENT EFFECTIVE VERSUS INEFFECTIVE LAWYERING MANAGING THE M&A LAWYER APPENDIX 14A: SELLER’S ATTORNEY PRETRANSACTION CHECKLIST

CHAPTER 15 After the Sale Has Closed

POST-CLOSING IMMEDIATE COOPERATION POST-CLOSING SUBSEQUENT MATTERS POST-CLOSING FINANCIAL MATTERS NEW HORIZONS LEVELING THE PLAYING FIELD

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