Mergers and acquisitions playbook : lessons from the middle-market trenches / / Mark A. Filippell

• Record Nr.: UNINA9910830643903321
• Autore: Filippell Mark A. <1953->
• Pubbl/distr/stampa: Hoboken, New Jersey : , : Wiley, , 2011; ©2011
• ISBN: 1-119-20038-5; 0-470-91860-8
• Descrizione fisica: 1 online resource (468 p.)
• Collana: Wiley Professional Advisory Services ; ; v.3
• Disciplina: 658.1/62; 658.162
• Soggetti: Sale of business enterprises; Consolidation and merger of corporations
• Lingua di pubblicazione: Inglese
• Formato: Materiale a stampa
• Livello bibliografico: Monografia
• Note generali: "Western Reserve Partners"--Cover.
• Nota di bibliografia: Includes bibliographical references at the end of each chapters and index.
• Nota di contenuto: Cover; 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 PARTIESEMPLOYEE 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 INTENTCASE-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 ONETHE 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; About the Author; Index
• Sommario/riassunto: The ultimate ""tricks of the trade"" guide to mergers and acquisitions Mergers and Acquisitions Playbook provides the practical tricks of the trade on how to get maximum value for a middle-market business. This book uniquely covers how to prepare for a sale, how to present the business most positively, and how to control the sale timetable.Written in a straight-talking style Provides the tricks of the trade on how to get maximum value for a middle-market businessShows how the sellers can take capitalize their inherent ""unfair advantages"" Ex