LEADER 05500nam 2200673 450 001 9910141441503321 005 20230801223825.0 010 $a1-119-20529-8 010 $a1-280-99537-8 010 $a9786613766984 010 $a1-118-28695-2 035 $a(CKB)2670000000229343 035 $a(EBL)861680 035 $a(OCoLC)786003198 035 $a(SSID)ssj0000687604 035 $a(PQKBManifestationID)11426328 035 $a(PQKBTitleCode)TC0000687604 035 $a(PQKBWorkID)10757140 035 $a(PQKB)11493198 035 $a(MiAaPQ)EBC861680 035 $a(EXLCZ)992670000000229343 100 $a20160817h20122012 uy 0 101 0 $aeng 135 $aur|n|---||||| 181 $ctxt 182 $cc 183 $acr 200 10$aBuyouts$b[e-book] $esuccess for owners, management, PEGs, families, ESOPs, and mergers and acquisitions /$fScott D. Miller 210 1$aHoboken, New Jersey :$cJohn Wiley & Sons, Inc.,$d2012. 210 4$dİ2012 215 $a1 online resource (349 p.) 225 1 $aWiley Finance 300 $aIncludes index. 311 $a1-118-22909-6 327 $aBuyouts : Success for Owners, Management, PEGs, Families, ESOPs and Mergers and Acquisitions; Contents; Acknowledgments; INTRODUCTION The New Reality for Business Owners in 2012; The Middle Market; Not Another Mergers and Acquisitions Book; Chapter Organization; CHAPTER 1 Buyout Examples; Case Study-SRC Holdings, Corporation; Starting at Ground Zero; The Great Game of Business; Looking into the Future; Case Study-SSG Financial Services; Impact of the Plan; Intangible Benefits; Looking into the Future; Case Study-Quality Assembly and Logistics, LLC; Success Factors 327 $aCase Study-Jumbo Heater & Manufacturing Company, Inc.Tensions and Failure; Lessons Learned; Summary; CHAPTER 2 The Economy; Brief Overview of the Current Recession; Crises Following Wall Street; Prospects for the Immediate Future 2012 and 2013; Near Term Regulatory Environment-Tax Increases; Additional Regulations Coming; The Longer View; Global Perspective; Summary; CHAPTER 3 Finance; Community Banks; Impact of Pending Dodd-Frank Act; Secured Loans; Regional and National Money Center Banks; Mezzanine Funds; Private Equity; Small Business Administration and Government Sources; Seller Notes 327 $aSummaryCHAPTER 4 Valuations; Purpose of the Valuation; Determining the Transaction Consideration; Price and Terms Briefly Examined; Standard of Value for Transactions; Fair Market Value; Adequate Consideration (Employee Stock Ownership Plan and Trust Specific); Investment Value; Fair Value; "Emotional Value"-What a Buyer and Seller Perceive; Types of Buyers and Sellers; Attributes of Ownership-Control and Minority Positions; Control Position (Enterprise Value); Lack of Marketability; Additional Adjustments to Valuation; Three Valuation Approaches: Income, Market, Asset; Income Approach 327 $aMarket ApproachAsset Approach; Summary; CHAPTER 5 Industries and Businesses; Technology and Software; Communications; Energy; Commodity Goods-Retail Food and Agriculture; Healthcare; Manufacturing; Construction; Main Street Businesses; Discretionary Products and Services Industries; Professional Services; Summary; CHAPTER 6 Professional Advisors; Attorneys; Certified Public Accountant; Financial Advisors; Case Study: The Maher Group; Investment Bankers; Case Study: The McLean Group; Behavioral Science; Case Study: Humber Mundie & McClary; Key Employees; Board Members or Advisory Members 327 $aFamilySummary; CHAPTER 7 Documents and Due Diligence; Due Diligence for the Seller; Have an Exit Plan-Know Your Options; Review Legal Requirements; Identify Advisory Team; Optimize Value; Put the House in Organizational Order; Address Key Employees; Due Diligence for the Buyer; Key Employee Leadership; Selection of Advisors; Structuring the Transaction; Financial Considerations; Tax Planning; Review Legal Issues; Common Documents and Key Covenants; Term Sheet; Confidentiality Agreement; Letter of Intent; Stock or Asset Purchase Agreement; Loan Agreement and Notes (Bank and Seller Financing) 327 $aEmployment, Non-Solicitation, Incentive, and Retention Agreements 330 $aThe definitive guide to best practices for mastering techniques of the insider-led transition planning A must have book for business owners, key employees, and their advisors who need to be aware of the full spectrum of succession options, Buyouts provides objectives, advice, steps, and a host of examples on the full spectrum of insider-led buyouts. A road map for CPAs, it presents the parameters for many of the major industry segments, techniques for managing risk, providing retention and performance incentives for key personnel and insights into getting deals financed.