Middle market M & A : handbook for investment banking and business consulting / Kenneth H. Marks [and three others].

Format:

Book

Author/Creator:

Marks

Marks, Kenneth H., author.

Series:

Wiley finance series.

Wiley Finance Series

Language:

English

Subjects (All):

Consolidation and merger of corporations.

Small business--Mergers.

Small business.

Physical Description:

1 online resource (498 pages)

Edition:

2nd ed.

Place of Publication:

Wiley-Blackwell 2022

Hoboken, NJ : John Wiley & Sons, Inc., [2022]

Summary:

Formula Definitions -- Part 3 The M&A Practice and Processes -- Chapter 6 Practice Management -- Primary M&A Advisors -- Marketing the M&A Practice -- Target Audience -- Networking -- Marketing and Advertising -- Pretransaction Consulting -- Valuation Services -- Other Consulting Services -- Becoming an Expert -- Client Acceptance -- Confidentiality -- Client Engagement -- Identification of the Parties -- Scope of Service -- Limitations and Disclosures -- Fees-Selling Advisor -- Example Fee Structures -- Termination and Tail -- Buy-Side Engagements

Contents:

Cover

Title Page

Copyright Page

Contents

Preface

Acknowledgments

Part 1 Middle Market Overview

Chapter 1 The Middle Market

Performance and Impact

Definition

Characteristics of Middle Market Companies

Ownership

Access to and Use of Capital

Organization

Chapter 2 Private Capital Markets

Segmented Markets

How Market Players View Risk

Capital Providers

Owners' and Managers' Views of Risk/Return

Buyers

Market Activity

Chapter 3 Valuation Perspectives for the Private Markets

Private Business Valuation Can Be Viewed Through Different Standards of Value

Market Value

Investment Value

Fair Market Value

Fair Value

Incremental Business Value

Owner Value

LBO Value

Collateral Value

Book Value

Valuing Intangibles

Why the Different Versions of Value?

Valuation as a Range Concept

Value Worlds and Deals

Part 2 For the Business Owner/Operator and Entrepreneur

Chapter 4 Transition, Succession, and Exit Planning

A Decision Framework

1. Owner Ambitions and Goals

2. Industry Cycle

3. Business Cycle

4. Company Foundation

A Team Approach

Chapter 5 Value Growth and Optimization*

Increasing the Return on Invested Capital

Strategic Position

Customer Base

Cost Structure and Scalability

Working Capital

Human Capital

Reducing the Risk of Investment

Awareness and Planning

Growth Plans and Relative Position

Leadership Team

Predictability of Revenues and Earnings

Concentrations

Compliance

Keeping Current

Ease the Transfer of Ownership

Financial Information

Contracts

Title to Assets

Corporate Structure and Attributes

Don't Lose Focus on the Core Business

Summary

Formula Definitions

Part 3 The M&amp

A Practice and Processes

Chapter 6 Practice Management

Primary M&amp.

A Advisors

Marketing the M&amp

A Practice

Target Audience

Networking

Marketing and Advertising

Pretransaction Consulting

Valuation Services

Other Consulting Services

Becoming an Expert

Client Acceptance

Confidentiality

Client Engagement

Identification of the Parties

Scope of Service

Limitations and Disclosures

Fees-Selling Advisor

Example Fee Structures

Termination and Tail

Buy-Side Engagements

Licensure Issues in the M&amp

A Business*

Chapter 7 Sell-Side Representation and Process

Selling Process Overview

Step 1: Preliminary Discussions with Seller

What Is the Transaction?

Value Expectations

Process

Step 2: Data Collection

Step 3: Industry Research and Identifying Buyers

Research Market Buyers

Step 4: The Marketing Book

Preparation

Seller Motivation

Financial Disclosures

Specific EBITDA Presentations

Balance Sheet Presentation

Other Financial Disclosures

Prospective Financial Presentation

Step 5: Marketing Process

Clear the List with the Seller

Initiate Contact with Buyers

Obtain Nondisclosure Agreements

Distribute the Book

Follow Up, Discuss, and Set Expectations

Step 6: The Auction Dynamic and Negotiations

Negotiated Sale

Private Auction

Public Auction

Step 7: Buyer Interest and Transaction Structure

Term Sheets

Indication of Interest (IOI)

Letters of Intent

Deal Structure

Asset versus Stock Structure

Other Tax Deferral Techniques

Step 8: Due Diligence

Step 9: Definitive Agreements

Step 10: Closing Process

Price and Valuation Changes

Terms and Conditions Changes

Third-Party Challenges

Allocation of Risk

Other Preclosing Mistakes

Postsale Integration

Chapter 8 Corporate Development and the Buy-Side Process

Why Acquire?

The Dismal Ds

Alternatives.

The Acquisition Process

The Pipeline and Filter

Approaching the Target

The Balance between a Deep Dive and Locking In the Deal

Lower-Middle Market versus Middle Market Deals

Valuation from a Strategic's Perspective

Structuring the Transaction

The Bid

Due Diligence

Integration

Practical Tips and What Causes Deals to Fail

What Should We Acquire?

Why Are We Doing This?

Alignment of Interests

Recruit the Right Advisors Early

Allocate Enough Resources

Every Interaction Is a Negotiation13

If It Can Go Wrong, It Will Go Wrong

Chapter 9 Buy-Side Representation

Buyer Clients

Strategy

The Filter

Financing

Quality of Earnings

Coordination

Chapter 10 Technology in the M&amp

A Process

Virtual Data Room

Market Insight and Data

Deal Sourcing and Exchanges

Due Diligence Software

Project Management Software

Comprehensive M&amp

A Software

Supporting Tools

Artificial Intelligence and Technology Trends

Technology Providers

Chapter 11 Professional Standards and Ethics

Holistic Advice

Ethical and Professional Standards

Competence and Professionalism (Reputation)

Best Practices (Activities)

Ethics (Behavioral Boundaries)

The Middle Market Standard

Part 4 M&amp

A Technical Discussions

Chapter 12 Financial Analysis

Financial Reporting Motivation

EBITDA

Balance Sheet Analysis

Normalization

Chapter 13 Market Valuation

Reasons for Appraisal

Determine the Value Subworld

Calculate the Benefit Stream

Synergies

Determine Private Return Expectation

Specific Investor Return

General Acquisition Selling Multiples

Derive Value

Chapter 14 Deal Structure

Structural Priorities

Business and Economic Terms

Tax Structure

Legal Structure

Mergers.

Initial Analysis of Both Entities

Strategic Rationale

Valuation Modeling

Understanding Cost, Operational, and Cultural Differences

Developing the Integration Plan

Deal Structure and Negotiations

Chapter 15 Financing Sources and Capital Structure

Perspective

Financing Primer

Capital Structure

Factors Shaping the Capital Structure

Basic Deals

Buyouts3

Recapitalizations

Acquisitions

Sources and Types of Funding

Debt

Private Equity

Personal Guarantees

Chapter 16 Due Diligence

Due Diligence Process

The Diligence Team

Traditional Due Diligence

Financial Matters

Quality of Earnings Analysis

Ratio Analysis

Other Risks

Audited Financial Statements

GAAP Compliance

Tax Structuring and Compliance

Compensation and Benefits

Legal

Technical Due Diligence

Business Due Diligence

Chapter 17 Tax Provisions Used in M&amp

A

Tax Fundamentals

Transaction Tax Basics

Asset Transactions

Stock Transactions

Stock versus Asset Sale Example

Asset Transaction Details

Buyer Tax Issues

Detailed Tax Structuring

Installment Sales

Risk of Forfeiture

Assets That Qualify for Installment Treatment

Installment Planning Opportunity

Partnership M&amp

General Partnership Doctrine

Partnership versus S Corporation

Partnership Gain Tracking Rules

Purchase Price Allocation for Partnership Buyers

Corporate M&amp

A Issues

Contributions to Corporations

Stock/Asset Sale Election: Section 338

Mergers and Reorganizations

S Corporation Issues

Tax Glossary and Reference

Chapter 18 Legal Documentation

The Attorney's Role

Preliminary Legal Documents

Nondisclosure and Confidentiality Agreement

Letter of Intent

Acquisition Agreements

Structure of the Deal

Stock Sale/Merger.

Asset Purchase

Representations and Warranties

Qualifications to Representations and Warranties

Indemnification

Transaction Statistics

Consulting and Employment Agreements

Regulatory Compliance

Chapter 19 Regulation and Compliance *

Protecting Investors: Securities Act of 1933

Exemptions under the 33 Act

Commonly Used Private Placement Exemptions

Keeping The Markets Honest: Securities Exchange Act of 1934

Requirements and Rules

Williams Act

Antitrust Issues and Laws You May Encounter in the Deal

Hart-Scott-Rodino Act

Transactions Involving Foreign Investors, Foreign Trade, and National Defense Matters

Other Regulatory Issues and Laws You May Encounter in the Deal

Bulk Sales Laws

The WARN Act

The Investment Banker's Perspective

SEC Provisions Regulating Broker-Dealers

M&amp

A Brokers No-Action Letter

Finders

Investment Advisers Act and Investment Company Act of 1940

FINRA Provisions for Broker-Dealers

The Company's Perspective

Process of Issuing, Selling, or Exchanging Securities for a Deal

State Blue-Sky Laws

Considerations for Public Companies

Chapter 20 Cross-Border Considerations*

Is Cross-Border M&amp

A the Right Move?

Culture

Country Risk

Financial Risk

Market and Operational Risks

The Legal Environment

Labor and Employment

Negotiations

Glossary

Notes

About the Authors

About the Contributors and Reviewers

Index

EULA.

Notes:

Description based on print version record.

Revised edition of Middle market M & A, 2012.

Other Format:

Print version: Marks, Kenneth H. Middle Market M and A

ISBN:

9781119828143

1119828147

9781119828150

1119828155

9781119828129

1119828120

OCLC:

1336591402