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Mergers & Acquisitions For Dummies

Author Bill Snow
Release Date: 2018/09/01
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Book Description

Mergers & Acquisitions For Dummies (9781119543862) was previously published as Mergers & Acquisitions For Dummies (9780470385562). While this version features a new Dummies cover and design, the content is the same as the prior release and should not be considered a new or updated product.

 

The easy way to make smart business transactions

Are you a business owner, investor, venture capitalist, or member of a private equity firm looking to grow your business by getting involved in a merger with, or acquisition of, another company? Are you looking for a plain-English guide to how mergers and acquisitions can affect your investments? Look no further.

Mergers & Acquisitions For Dummies explains the entire process step by step—from the different types of transactions and structures to raising funds and partnering. Plus, you'll get expert advice on identifying targets, business valuation, doing due diligence, closing the purchase agreement, and integrating new employees and new ways of doing business.

  • Step-by-step techniques and real-world advice for making successful mergers and acquisitions
  • Covers international laws and regulations
  • How to take advantage of high-value deals

Going beyond the case studies of other books, Mergers & Acquisitions For Dummies is your one-stop reference for making business growth a success.

Table of Contents

  1. Cover
  2. Introduction
    1. About This Book
    2. Conventions Used in This Book
    3. What You’re Not to Read
    4. Foolish Assumptions
    5. How This Book Is Organized
    6. Icons Used in This Book
    7. Where to Go from Here
  3. Part 1: Mergers & Acquisitions 101
    1. Chapter 1: The Building Blocks of Mergers and Acquisitions
      1. Defining Mergers and Acquisitions
      2. Introducing Important Terms and Phrases
      3. Adhering to Basic M&A Rules and Decorum
      4. Considering the Costs Associated with M&A
      5. Determining What Kind of Company You Have
    2. Chapter 2: Getting Ready to Buy or Sell a Company
      1. Considering Common Reasons to Sell
      2. Planning Ahead to Ensure a Smooth Sale
      3. Exploring Typical Reasons to Acquire
      4. Prepping before an Acquisition
      5. Buying a Company from a PE Firm
    3. Chapter 3: Previewing the Generally Accepted M&A Process
      1. Take Note! The M&A Process in a Nutshell
      2. Exploring Two Types of M&A Processes: Auction versus Negotiation
      3. Who Has It Easier, Buyer or Seller?
      4. Following the Power Shifts in the M&A Process
      5. What to Tell Employees and When
  4. Part 2: Taking the First Steps to Buy or Sell a Company
    1. Chapter 4: Financing M&A Deals
      1. Exploring Financing Options
      2. Understanding the Levels of Debt
      3. Taking a Closer Look at Investors
      4. Striking the Right Type of Deal
      5. Examining the All-Important EBITDA
      6. Making Buyers’ Return Calculations
      7. Financing a Problem Child
    2. Chapter 5: With a Little Help from Your Friends: Working with M&A Advisors
      1. Choosing Wisely: Identifying Ideal Advisors
      2. Utilizing Inside Advisors
      3. Hiring Outside Advisors
      4. Keeping Everyone on the Same Page: Avoiding Communication Breakdowns
      5. Getting Your Banker Involved
    3. Chapter 6: Finding and Contacting Buyers or Sellers
      1. Creating a Target List
      2. Sellers on Your Mark: Contacting Buyers
      3. Easy Does It: Contacting Sellers
      4. Additional Tips for Getting Past Screeners
      5. Tracking Your Calls
  5. Part 3: Starting the Deal on the Right Foot
    1. Chapter 7: Assuring Confidentiality
      1. Tempting Buyers with an Anonymous Teaser
      2. Executing a Confidentiality Agreement
      3. Handling a Breach of Confidentiality
      4. Keeping the Cat in the Bag: Advice for Buyers
    2. Chapter 8: Creating and Reviewing an Offering Document
      1. The Offering Document in a Nutshell
      2. Compiling the Executive Summary
      3. Presenting the Company’s Background
      4. Sharing the Go-to-Market Strategy
      5. Doing the Numbers
    3. Chapter 9: Properly Expressing Interest in Doing a Deal
      1. Understanding the Indication of Interest
      2. Including Key Bits of Information in an Indication of Interest
    4. Chapter 10: Ensuring Successful First Meetings between Buyer and Seller
      1. Understanding the Importance of Meeting in Person
      2. Ironing Out Management Meeting Logistics
      3. Perfecting the Seller’s Presentation
      4. Prepping Buyers for Management Meetings
      5. Reading the Tea Leaves: Did the Meeting Go Well?
  6. Part 4: Firming Up the Deal
    1. Chapter 11: An Insider’s Guide to M&A Negotiating
      1. Keys to Negotiating Success
      2. Using Successful Negotiating Tactics
      3. Avoiding Common M&A Negotiating Mistakes
      4. Surviving Unforeseen Twists and Turns
    2. Chapter 12: Crunching the Numbers: Establishing Valuation and Selling Price
      1. What’s a Company Worth? Determining Valuation
      2. Meeting in the Middle: Agreeing on a Price
      3. When Buyer and Seller Disagree: Bridging a Valuation Gap
      4. Dealing with Renegotiation
    3. Chapter 13: LOI and Behold: Making or Receiving an Offer
      1. Signaling Sincerity with a Letter of Intent
      2. Understanding the Salient Issues in the LOI
      3. Agreeing to and Extending Exclusivity
      4. You Have a Signed LOI — Now What?
    4. Chapter 14: Confirming Everything! Doing Due Diligence
      1. Digging into the Due Diligence Process
      2. Providing Appropriate Information
      3. Considering Requests for Additional Information
    5. Chapter 15: Documenting the Final Deal: The Purchase Agreement
      1. Drafting the Deal
      2. Navigating the Final Purchase Agreement
  7. Part 5: Closing the Deal … and Beyond!
    1. Chapter 16: Knowing What to Expect on Closing Day
      1. Gathering the Necessary Parties
      2. Walking Through the Closing Process
      3. Tying Up Loose Ends Shortly after Closing
    2. Chapter 17: Handling Post-Closing Announcements and Adjustments
      1. Start Spreading the News
      2. Following Through: The Deal after the Deal
      3. Dealing with Disputes
    3. Chapter 18: Come Together: Integrating Buyer and Seller
      1. Planning the Integration
      2. Culling Products and Services
      3. Combining Operations, Administration, and Finance
      4. Handling Personnel: Successful First Steps for New Owners
  8. Part 6: The Part of Tens
    1. Chapter 19: Ten Considerations Prior to Signing an LOI
      1. Is the Deal Too Good to Be True?
      2. How Is the Buyer Financing the Deal?
      3. How Much Cash Is in the Offer?
      4. What Are the Conditions of Escrow?
      5. Is the Deal a Stock or Asset Deal?
      6. How Does the Deal Settle Working Capital Issues Post-Closing?
      7. Is the Inventory 100 Percent Salable?
      8. Who Pays Off Any Long-Term Debt and What Happens to the Line of Credit?
      9. What Are the Tax Implications of the Seller’s Accounts Receivable?
      10. Is the Seller Signing a Noncompete Agreement with the Buyer?
    2. Chapter 20: Ten Major M&A Errors and How to Avoid Them
      1. Assuming the Deal Is Done after the LOI Stage
      2. Being Unprepared for Due Diligence
      3. Asking for a High Valuation with No Rationale
      4. Figuring Buyers Won’t Discover Problems in the Financials
      5. Underestimating the Other Side’s Sophistication
      6. Failing to Understand Who Really Has the Power
      7. Withholding Material Information
      8. Blabbing about the Deal Before It Closes
      9. Calling the Seller’s Employees without Permission
      10. Contacting a Seller’s Customers or Vendors without Authorization
    3. Chapter 21: Ten Possible Ways to Solve Valuation Differences
      1. Payments over Time
      2. Earn-Out Based on Revenues
      3. Earn-Out Based on Earnings
      4. Earn-Out Based on Gross Profit
      5. Valuation Based on a Future Year
      6. Partial Buyout
      7. Stock and Stock Options
      8. Consulting Contract
      9. Stay Bonus
      10. Combo Package
  9. Appendix
    1. Online Resources
    2. Teaser
    3. Indications of Interest
    4. Letter of Intent
    5. Due Diligence Checklist
  10. About the Author
  11. Advertisement Page
  12. Connect with Dummies
  13. Index
  14. End User License Agreement
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