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.
Autorentext
KENNETH H. MARKS, CM&AA, is founder and a Managing Partner of High Rock Partners, Inc. He is the lead author of The Handbook of Financing Growth: Strategies, Capital Structure, and M&A Transactions (Wiley). He has been involved as management, advisor, and board member with many emerging growth and middle market businesses.
ROBERT T. SLEE, CM&AA, is Managing Director of Robertson & Foley, a middle market investment-banking firm. He has published over 100 articles on private finance topics in a variety of legal and business journals. He is the author of Private Capital Markets (Wiley).
CHRISTIAN W. BLEES, CPA, CM&AA, is President and CEO of BiggsKofford PC, directing several sectors of the business including the firm's merger, acquisition, and sales practice. He has been involved in over 200 middle market M&A sales transactions.
MICHAEL R. NALL, CPA, CM&AA, is founder and CEO of the Alliance of Merger & Acquisition Advisors®, a Chicago-based professional trade association featuring a resource and development center serving more than 600 independent accountants, attorneys, and business advisors. He is an author and recognized speaker on valuation, growth, and sales of middle market companies.
Inhalt
Preface xv
Acknowledgments xix
Part One The Middle Market 1
Chapter 1 Private Capital Markets 1
Segmented Markets 4
Why Are Markets Segmented? 7
Capital Providers 9
Owners’ and Managers’ Views of Risk/Return 10
Buyers 11
Market Activity 14
Chapter 2 Valuation Perspectives for the Private Markets 17
Private Business Valuation Can Be Viewed through Different Standards of Value 18
Market Value 21
Fair Market Value 22
Fair Value 22
Incremental Business Value 23
Investment Value 23
Owner Value 23
Collateral Value 23
Book Value 24
Why the Different Versions of Value? 24
Valuation as a Range Concept 25
Value Worlds and Deals 26
An Alternative Valuation Approach 26
Chapter 3 Corporate Development 27
Why Acquire? 28
The Dismal Ds 29
Alternatives 30
The Acquisition Process 31
The Pipeline and Filter 32
Approaching the Target 33
The Balance between a Deep Dive and Locking In the Deal 34
Lower-Middle Market versus Middle Market Deals 34
Valuation from a Strategic’s Perspective 35
Structuring the Transaction 37
The Bid 38
Due Diligence 38
Integration 41
Case Study 1 42
Strategic Rationale 42
Challenges 43
Transaction 44
Lessons Learned 44
Case Study 2 44
Practical Tips and What Causes Deals to Fail 47
What Should We Acquire? 47
Why Are We Doing This? 48
Alignment of Interests 48
Allocate Enough Resources 49
If It Can Go Wrong, It Will Go Wrong 49
Chapter 4 A Global Perspective 51
Advantages of Global M&A 52
Challenges to Global M&A 52
Negotiations and the Importance of Cultural Tune-In 55
Strategic Due Diligence 56
Postmerger Integration: Are the Odds in Your Favor? 59
From the Start: Think Integration 61
Acquisitions that Build Value 62
1. Set Clear Expectations and Invest in High-Quality, Two-Way Communication 63
2. Acknowledge Cultural Differences but Simultaneously Create a Common Corporate Culture with a Single Goal: Achieving High Performance 64
3. Move to a Cross-Border Operating Model 65
The Legal Environment and the Acquisition Process 66
The Legal Environment and the Conduct of Business 67
Taxation 68 Labor 68
Foreign Corrupt Practices Act (FCPA) 69
Success Factors 70
Part Two The M&A Practice and Processes 71
CHAPTER 5 Practice Management 73
Primary M&A Advisors 74
Marketing the M&A Practice 76
Networking 76
Marketing and Advertising 77
Pretransaction Consulting 77
Valuation Services 77
Other Consulting Services 78
Becoming an Expert 78
Understanding the Private Business Owner 78
Client Acceptance 79
Initial Financial Analysis 82
Value Discussions 82
Process Discussions 82
Confidentiality 83
Client Engagement 84
Identification of the Parties 85
Scope of Service 85
Limitations and Disclosures 86
Fees 86
Double Lehman Formula 87
Termination and Tail 88
Licensure Issues in the M&A Business 88
Chapter 6 Sell-Side Representation and Process 91
Selling Process Overview 91
Step 1: Data Collection 92
Step 2: Industry Research and Identifying Buyer Types 94
Step 3: The Marketing Book 95
Step 4: Marketing Proces...