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Middle Market M: Handbook for Investment Banking and Business Consulting

Book Description

In-depth coverage in a single handbook of the middle market based on the body of knowledge of the Certified M&A Advisor™ credential program

M&A advisors have an unprecedented opportunity in the middle market with the generational transfer of wealth and capital being deployed by private equity and corporate investors. Middle Market M&A: Handbook for Investment Banking and Business Consulting is a must-read for investment bankers, M&A intermediaries and specialists, CPAs and accountants, valuation experts, deal and transaction attorneys, wealth managers and investors, corporate development leaders, consultants and advisors, CEOs, and CFOs.

  • Provides a holistic overview and guide on mergers, acquisitions, divestitures and strategic transactions of companies with revenues from $5 million to $500 million

  • Encompasses current market trends, activities, and strategies covering pre, during, and post transaction

  • Addresses the processes and core subject areas required to successfully navigate and close deals in the private capital market

  • Includes content on engagement and practice management for those involved in the M&A business

  • This practical guide and reference is also an excellent primer for those seeking to obtain their FINRA Series 79 license.

    Table of Contents

    1. Cover
    2. Endorsements
    3. Series
    4. Title Page
    5. Copyright
    6. Dedication
    7. Preface
    8. Acknowledgments
    9. Part One: The Middle Market
      1. Chapter 1: Private Capital Markets
        1. SEGMENTED MARKETS
        2. WHY ARE MARKETS SEGMENTED?
        3. MARKET ACTIVITY
      2. Chapter 2: Valuation Perspectives for the Private Markets
        1. PRIVATE BUSINESS VALUATION CAN BE VIEWED THROUGH DIFFERENT STANDARDS OF VALUE
        2. WHY THE DIFFERENT VERSIONS OF VALUE?
        3. VALUATION AS A RANGE CONCEPT
        4. VALUE WORLDS AND DEALS
        5. AN ALTERNATIVE VALUATION APPROACH
      3. Chapter 3: Corporate Development
        1. WHY ACQUIRE?
        2. THE ACQUISITION PROCESS
        3. CASE STUDY #1
        4. CASE STUDY #2
        5. PRACTICAL TIPS AND WHAT CAUSES DEALS TO FAIL
      4. Chapter 4: A Global Perspective
        1. ADVANTAGES OF GLOBAL M&A
        2. CHALLENGES TO GLOBAL M&A
        3. NEGOTIATIONS AND THE IMPORTANCE OF CULTURAL TUNE-IN
        4. STRATEGIC DUE DILIGENCE
        5. POSTMERGER INTEGRATION: ARE THE ODDS IN YOUR FAVOR?
        6. FROM THE START: THINK INTEGRATION
        7. ACQUISITIONS THAT BUILD VALUE
        8. TAXATION
        9. LABOR
        10. FOREIGN CORRUPT PRACTICES ACT (FCPA)
        11. SUCCESS FACTORS
    10. Part Two: The M&A Practice and Processes
      1. Chapter 5: Practice Management
        1. PRIMARY M&A ADVISORS
        2. MARKETING THE M&A PRACTICE
        3. UNDERSTANDING THE PRIVATE BUSINESS OWNER
        4. CLIENT ACCEPTANCE
        5. INITIAL FINANCIAL ANALYSIS
        6. VALUE DISCUSSIONS
        7. PROCESS DISCUSSIONS
        8. CONFIDENTIALITY
        9. CLIENT ENGAGEMENT
      2. Chapter 6: Sell-Side Representation and Process
        1. SELLING PROCESS OVERVIEW
      3. Chapter 7: Buy-Side Representation and Process
        1. STRATEGY
        2. ENGAGEMENT AND FEES
        3. THE FILTER
        4. FINANCING
        5. QUALITY OF EARNINGS
        6. COORDINATION
        7. INTEGRATION
      4. Chapter 8: Mergers
        1. INITIAL ANALYSIS OF BOTH ENTITIES
        2. STRATEGIC RATIONALE
        3. VALUATION MODELING
        4. UNDERSTAND COST, OPERATIONAL, AND CULTURAL DIFFERENCES
        5. DEVELOP THE INTEGRATION PLAN
        6. DEAL STRUCTURE AND NEGOTIATIONS
        7. DUE DILIGENCE
        8. LEGAL PROCESS AND CLOSING
        9. POSTCLOSING INTEGRATION
      5. Chapter 9: Professional Standards and Ethics
        1. ROLE OF THE M&A ADVISOR IN THE ECONOMY
        2. A WHOLE NEW WAY
        3. THE MIDDLE MARKET STANDARD
        4. ETHICAL AND PROFESSIONAL STANDARDS
    11. Part Three: M&A Technical Discussions
      1. Chapter 10: Financial Analysis
        1. FINANCIAL REPORTING MOTIVATION
        2. EBITDA
        3. BALANCE SHEET ANALYSIS
      2. Chapter 11: Deal Structure and Legal Documentation
        1. ATTORNEY'S ROLE
        2. PRELIMINARY LEGAL DOCUMENTS
        3. STRUCTURE OF THE DEAL
        4. DUE DILIGENCE
        5. ACQUISITION AGREEMENTS
        6. REPRESENTATIONS AND WARRANTIES
        7. EARNOUTS
        8. REGULATORY COMPLIANCE
      3. Chapter 12: Tax Structure and Strategy
        1. TAX FUNDAMENTALS
        2. TRANSACTION TAX BASICS
        3. TAX GLOSSARY AND REFERENCE
      4. Chapter 13: Tax Provisions Used in M&A
        1. INSTALLMENT SALES
        2. SECTION 1031 (LIKE-KIND) EXCHANGES
        3. PARTNERSHIP M&A
        4. CORPORATE M&A ISSUES
        5. TAX GLOSSARY AND REFERENCE
      5. Chapter 14: Regulation and Compliance
        1. PROTECTING INVESTORS: SECURITIES ACT OF 1933
        2. KEEPING THE MARKETS HONEST: SECURITIES EXCHANGE ACT OF 1934
        3. ANTITRUST ISSUES AND LAWS YOU MAY ENCOUNTER IN THE DEAL
        4. OTHER REGULATORY ISSUES AND LAWS YOU MAY ENCOUNTER IN THE DEAL
        5. THE INVESTMENT BANKER'S PERSPECTIVE
        6. THE COMPANY'S PERSPECTIVE
        7. CONSIDERATIONS FOR PUBLIC COMPANIES
      6. Chapter 15: Financing Sources and Structures
        1. PERSPECTIVE
        2. BUYOUTS
        3. RECAPITALIZATION
        4. ACQUISITIONS
        5. FINANCING PRIMER
        6. SOURCES AND TYPES OF FUNDING
        7. PERSONAL GUARANTEES
      7. Chapter 16: Due Diligence
        1. TRADITIONAL DUE DILIGENCE
        2. THE DILIGENCE TEAM
        3. DUE DILIGENCE PROCESS
        4. PUBLIC VERSUS PRIVATE
        5. IMPACT OF GLOBALIZATION
        6. WHO RELIES ON DUE DILIGENCE?
        7. QUALITY OF EARNINGS
        8. FINANCIAL STATEMENT AUDITS
      8. Chapter 17: Market Valuation
        1. REASONS FOR APPRAISAL
        2. DETERMINE THE VALUE SUBWORLD
        3. CALCULATE THE BENEFIT STREAM
        4. DETERMINE PRIVATE RETURN EXPECTATION
        5. DERIVE VALUE
        6. GLOBAL PERSPECTIVE
    12. Epilogue for Business Owners
    13. Appendix
      1. TRANSACTION EXAMPLES
      2. TRANSACTION VALUATION
      3. TOOLS, MODELS, RESOURCES, AND TEMPLATES
    14. Glossary
    15. Notes
    16. About the Authors
    17. About the Contributors and Reviewers
    18. Index