Acknowledgments |
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ix | |
Introduction to the Third Edition |
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xi | |
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Chapter 1 The Basics of Mergers and Acquisitions |
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1 | (12) |
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1 | (2) |
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What's All the Fuss About? |
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3 | (5) |
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Why Bad Deals Happen to Good People |
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8 | (1) |
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Why Do Buyers Buy, and Why Do Sellers Sell? |
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9 | (4) |
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Chapter 2 Preparing for the Dance: The Seller's Perspective |
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13 | (21) |
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Conducting a Through EOTB Analysis |
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17 | (1) |
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Preparing for the Sale of the Company |
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17 | (12) |
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Common Preparation Mistakes |
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29 | (2) |
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Other Considerations for the Seller |
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31 | (1) |
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Getting Deal Terms and Structure That Fit the Seller's Objectives, Personal Needs, and Postclosing Plans |
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32 | (2) |
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Chapter 3 Initiating the Deal: The Buyer's Perspective |
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34 | (15) |
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34 | (1) |
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Developing an Acquisition Plan |
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35 | (8) |
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Applying the Criteria: How to Narrow the Field |
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43 | (1) |
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Approaching a Company That Is Not for Sale |
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44 | (1) |
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Dealing with the Seller's Management Team |
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45 | (1) |
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Directory of M&A Resources for Prospective Buyers (and Sellers) |
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46 | (3) |
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Chapter 4 The Letter of Intent and Other Preliminary Matters |
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49 | (16) |
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52 | (1) |
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52 | (7) |
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Common Reasons Why Deals Die at an Early Stage |
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59 | (1) |
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Preparation of the Work Schedule |
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60 | (1) |
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Another Predeal Task: The Growing Debate About the Role and Usefulness of Fairness Opinions |
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61 | (4) |
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65 | (36) |
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Best Practices in Due Diligence in the Era of Accountability 2.0 |
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66 | (8) |
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74 | (9) |
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Business and Strategic Due Diligence |
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83 | (8) |
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91 | (1) |
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Appendix to Chapter 5: Post-Sarbanes-Oxley Due Diligence Checklist |
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92 | (1) |
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The Disclosure Requirements |
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93 | (4) |
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Checklist of Items Post-Sarbox |
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97 | (4) |
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Chapter 6 An Overview of Regulatory Considerations |
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101 | (19) |
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101 | (1) |
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102 | (1) |
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103 | (3) |
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106 | (3) |
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109 | (4) |
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113 | (7) |
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Chapter 7 Structuring the Deal |
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120 | (24) |
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Stock vs. Asset Purchases |
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122 | (4) |
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Tax and Accounting Issues Affecting the Structure of the Transaction |
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126 | (4) |
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One-Step vs. Staged Transactions |
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130 | (2) |
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132 | (3) |
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Nontraditional Structures and Strategies |
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135 | (9) |
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Chapter 8 Valuation and Pricing of the Seller's Company |
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144 | (11) |
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A Quick Introduction to Pricing |
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146 | (1) |
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147 | (8) |
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Chapter 9 Financing the Acquisition |
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155 | (34) |
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An Overview of Financing Sources |
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156 | (3) |
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Understanding the Lender's Perspective |
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159 | (1) |
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Financing Deals in Times of Turmoil |
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160 | (4) |
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Steps in the Loan Process |
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164 | (4) |
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168 | (21) |
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Chapter 10 The Purchase Agreement and Related Legal Documents |
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189 | (63) |
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Case Study: GCC Acquires TCI |
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191 | (18) |
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Sample Schedule of Documents to Be Exchanged at a Typical Closing |
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209 | (43) |
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Chapter 11 Keeping M&A Deals on Track: Managing the Deal Killers |
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252 | (7) |
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Communication and Leadership |
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253 | (1) |
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Diagnosing the Source of the Problem |
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254 | (1) |
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Understanding the Types of Deal Killers |
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254 | (2) |
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Curing the Transactional Patient |
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256 | (1) |
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Maintaining Order in the M&A Process: Simple Principles for Keeping Deals on Track |
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257 | (1) |
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258 | (1) |
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Chapter 12 Postclosing Challenges |
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259 | (22) |
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260 | (4) |
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Staffing Levels and Related Human Resources Challenges |
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264 | (3) |
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267 | (1) |
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268 | (1) |
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268 | (1) |
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Problems Involving Attitudes and Corporate Culture |
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269 | (2) |
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Benefit and Compensation Plans |
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271 | (1) |
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272 | (1) |
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272 | (1) |
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Minimizing the Barriers to the Transition |
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273 | (4) |
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Postmerger Integration Key Lessons and Best Practices |
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277 | (3) |
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280 | (1) |
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Chapter 13 Alternatives to Mergers and Acquisitions |
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281 | (28) |
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Growth Strategy Alternative 1 Joint Ventures |
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282 | (5) |
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Growth Strategy Alternative 2 Franchising |
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287 | (12) |
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Growth Strategy Alternative 3 Technology and Merchandise Licensing |
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299 | (7) |
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Growth Strategy Alternative 4 Distributorships and Dealerships |
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306 | (3) |
Index |
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309 | |