Mergers & Acquisitions: An Insider's Guide to the Purchase and Sale of Middle Market Business Interests

  • 8h 49m
  • Dennis J. Roberts
  • John Wiley & Sons (US)
  • 2009

This book was designed not only for owners and managers of middle market businesses but as a training text for middle market M&A investment bankers and consultants. It discusses the art and science of middle market M&A as well the all-important psychology and behind-the-scenes negotiations pursued with a particular emphasis on obtaining the absolute highest value when selling a business. Subjects addressed include valuation, taxation, negotiations, M&A conventions, among many others from the buy-side and sell-side perspectives.

Subtitled Tales of A Deal Junkie, this serious but occasionally irreverent book tells it like it is, including anecdotes to provide a “feel” for what really goes on in middle market transactions. The author, a former practicing CPA and a business valuation expert, is a veteran M&A investment banker with years of real life experience. He also is a widely-acclaimed instructor in the M&A field and a nationally-respected practitioner who has trained thousands of investment bankers. No comparable book on the market today provides this degree of comprehensive and invaluable insight.

About the Author

Dennis J. Roberts, CVA, CPA*/ABV (*no longer practicing), is the chairman of a very active M&A investment bank (The McLean Group) with offices in approximately 30 cities in the United States and Canada. Having acted as the investment banker advisor on numerous transactions over many years, he is also a formal business valuator, having done such prominent business valuations as the Nixon Watergate tapes. He was also the founder and chairman of a multistate regional commercial national banking company. He was a member of the initial committee that established the first eight part AICPA training modules on business valuation for CPAs. He has lectured, taught, and authored courses on M&A subjects for numerous audiences and professional groups, such as the National Association of Certified Valuation Analysts, The Alliance of Merger and Acquisition Advisors, university graduate programs, and many others, including having been engaged as a lecturer by other privately owned M&A investment banks.

In this Book

  • Foreword
  • Disclaimers, Apologies, and Modest Lies
  • The Middle Market is Different!
  • Drivers of Middle Market Activity and the Sellers
  • Finding—and Understanding—Buyers in the Middle Market
  • Preparing a Middle Market Business for Sale and Running the Business while Selling it
  • Rewarding and Retaining Key Staff in Connection with a Business Sale—Blackmail or Justice? —Sudden Severe Storm Warnings
  • Crystal Balls and Timing the Sale of a Middle Market Business
  • The Confidential Information Memorandum
  • Confidentially While Doing the Deal
  • Middle Market Investment Bankers and Intermediaries—Understanding What They Do and Picking the Right One
  • The External M&A Team, and Using the Team Correctly
  • Anyone Can Do M&A—Right?
  • Two Types of Auctions—The Informal Auction and the Controlled Auction
  • Financial Services Agreements, Estimating Professional Fees, and the Importance of Integrity around Large Sums of Money
  • Investment Banking Representation on the Buy Side—Some Further Thoughts for Buyers
  • The Letter of Intent—The Most Critical Document?
  • Some Thoughts on the Psychology of M&A Negotiations
  • Initial Meetings with Buyers, Pricing the Company, and Pacing the Negotiations
  • Consideration and Deal Structure
  • Earnouts
  • The Proof Phase, or the Final Days—Confirmatory Due Diligence, the Definitive Agreement, and Closing
  • After the Nuptials—Postmerger and Acquisition Failures—A Very Brief Chapter, Mainly for Buyers
  • Does a Sales-Side Client Need an Appraisal before Going to Market?
  • The Rules of Five and Ten and the Super Rule of Five in M&A Valuation
  • An Introduction to the Basic Art and Science of Valuation (Sales-Side versus Buy-Side) as Applied to M&A Transactions, and Flavors of EBITDA Explained
  • A Brief Discussion of Multiples and Multiple Realities
  • Qualitative Values Inherent in the Target Company—Next to the Auction, the Real Value in M&A
  • M&A Conventions and Establishing Balance Sheet Targets
  • Special M&A and M&A Valuation Topics
  • Common M&A Taxation Issues—Brief Comments
  • The Business of Middle Market Investment Banking—For Consultants or others Who Might Like to Do This Kind of Work
  • A Postscript—The Capital Markets
  • Another Postscript—The Unbundled Approach to Formal Valuation
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