Takeovers, mergers and buy-outs Books

Book SynopsisBryan Burrough is a reporter for the Wall Street Journal in New York. In 1987 he won the John Hancock Award for Excellence in Business and Financial Journalism. John Helyar worked for the Wall Street Journal for nine years. He is now a senior editor of Southpoint, a business magazine based in Atlanta, Georgia.Trade ReviewAll the suspense of a first-rate thriller - one of the finest, most compelling accounts of what happened to corporate America and Wall Street in the 1980s. * New York Times Book Review *One of the greatest business books ever written * New York Times *It's hard to imagine a better story * Chicago Tribune *The most bizarre financial mock-epic of our age. Read it open-mouthed; wonder and shudder. * Independent *

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Book SynopsisCompanies acquire and merge to generate accelerated value growth. But merger integrations pose an enormous challenge to organisations: they are fraught with over-inflated expectations of making rapid synergy gains, laden with pitfalls inherent to complex organisational change, charged with emotion and are often influenced by socio-psychological dynamics. This complicated situation poses risks, and it is no surprise that many merger integrations turn out to be botched jobs. This book pools the current know-how, and closes important knowledge gaps, to offer hands-on advice and practical answers to the many 'how to' questions relating to merger implementation. It also explains the broader M&A context in which integration projects are rooted, providing a crucially important understanding of how to assess the chances of realising synergy potential and evaluate integration risks. The book demonstrates how integration can succeed and provides a candid overview of everything that needs to be done to navigate one of the most challenging areas of entrepreneurial activity. Business integration managers should view this as a vital instruction manual containing the essentials for the successful organisation of merger integration projects. The book guides PMI-managers through all the relevant fields of action to ensure a successful merger which forms a functioning and profitable business.Trade ReviewOffering business integration managers ideas on restructuring two merged organizations to form a functioning, profitable business, Meynerts-Stiller and Rohloff cover the world in merger and acquisition mode, from the transaction to integration, superordinate integration strategy, managing the uncontrollable, cultural mergers, and functional integration strategies. Specific topics include handing over the baton from the transaction team to the integration team, visible signs of integration readiness, managing the risks of integration, cultural integration, and human resources in the integration process. Distributed in North America by Turpin Distribution. -- Annotation ©2019 * (protoview.com) *Table of ContentsPart I: Introduction Chapter 1. Mergers are back in business Part II: The world in M&A mode Chapter 2. "M&A" as a global market phenomenon Chapter 3. Attempts at explaining the M&A adventure Chapter 4. Merger integration competence Chapter 5. Profile of an integration manager Part III: From the transaction to integration Chapter 6. What goes on prior to implementation Chapter 7. Handing over the baton from the transaction team to the integration team Chapter 8. From signing to closing Chapter 9. Share deal vs. asset deal Part IV: Day 1 Chapter 10. Visible signs of integration readiness Part V: Superordinate integration strategy Chapter 11. Fields of action in strategic integration planning Part VI: Management of the uncontrollable Chapter 12. Integration as a project Chapter 13. How to organize an integration project in an intelligent way Chapter 14. The logic of planning and control Chapter 15. Controlling overall success Chapter 16. Managing the risks of integration Part VII: Cultural mergers Chapter 17. Change management in merger integration Chapter 18. Cultural integration Chapter 19. Leadership development Chapter 20. Strategy, team & divisional development Chapter 21. Feedback loops Chapter 22. Communication Part VIII: Functional integration strategies Chapter 23. HR in the integration process Chapter 24. IT integration Chapter 25. Sales & procurement

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Book SynopsisMerger Masters presents revealing profiles of monumentally successful merger investors based on exclusive interviews with some of the greatest minds to practice the art of arbitrage. Told in lively, accessible prose, it is an incomparable set of stories with plenty of unfiltered lessons from the best managers of our time.Trade ReviewThe authors bring together into one publication excellent insight from the masters in the art of merger arbitrage. A strategy designed to yield the practitioner excellent profits. A very worthwhile read. -- Leon G. Cooperman, founder, chairman, and CEO of Omega Advisors, Inc.Merger Masters is a rare combination of fascinating stories about legendary deal makers and battle-seasoned techniques for deal making. Reading the interviews will provide important lessons and invaluable, time-tested investment insights. There is no one better to draw out the lessons than Kate Welling and Mario Gabelli. -- Paul Johnson, adjunct professor of finance, Gabelli School of Business, Fordham University, and coauthor of Pitch the Perfect Investment: The Essential Guide to Winning on Wall StreetKate Welling, in her inimitable manner, has captured the individuals, articulated their talents and accomplishments, bringing her lifetime skills as a superb financial journalist to the task. -- Louise Yamada, founder of Louise Yamada Technical Research Advisors, LLCI highly recommend this fascinating look into the world of risk arbitrageurs. Wall Street veterans Kate Welling and Mario Gabelli provide keen insights into a part of the investment business that has long been seen as mysterious. They skillfully pull back the curtain on the industry by talking to players on both sides—the “arbs” and the corporate managers, all of whom have interesting and valuable stories to tell. For anyone interested in learning about merger arbitrage from the key players, this is the book to read! -- A. Gary Shilling, president of A. Gary Shilling & Co.In this engrossing book, Welling and Gabelli explore the thinking of the mavens who arbitrage the big deals on Wall Street. Risk arb turns out to be an extreme form of value investing, with more precise valuation and risk selection, overlaid with game theory. A must-read for professionals. -- Joel Tillinghast, author of Big Money Thinks Small: Biases, Blind Spots, and Smarter InvestingNot the typical account of specific corporate combinations found in most books on merger. [The authors] look at corporate deals and risk arbitrage through the eyes of some of the most accomplished individual participants in this field. -- F. A. Marino, Assumption College * Choice *Raises the curtain on arbitrage strategy by profiling leading practitioners. * Regulation *Table of ContentsAcknowledgmentsAbbreviations and Wall Street TermsIntroduction—Why This Book? by Mario J. GabelliPart I. The Arbs’ Perspectives1. Guy Wyser-Pratte2. Jeffrey Tarr3. Martin Gruss4. Paul Singer5. Michael Price6. Peter Schoenfeld7. John Paulson8. Paul Gould9. George Kellner10. Roy Behren and Michael Shannon11. Karen Finerman12. John Bader13. Clint Carlson14. James Dinan15. Drew Figdor16. Jamie Zimmerman17. Keith MoorePart II. The View from the Other Side—The CEOs18. William Stiritz19. Paul Montrone20. Peter McCauslandAppendix I: Risk Arbitrage Decision TreeAppendix II: DealsAppendix III: A Note on MethodsIndex

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Book SynopsisThis book focuses on the 11 men, lawyers and bankers, who are responsible for the creation of Wall Street''s merger industry. It specifically concentrates on the events and personalities who dominated Wall Street during the takeover battles of the 1970s and 1980s. Lawyers Joe Flom and Marty Lipton, the godfathers of modern M&A, educated bankers on takeover laws and regulations as well as tactics. Flom and Lipton were also superlative businessmen who built their own firms to become Wall Street powerhouses. The two men drew into their orbit a circle of bankers. Felix Rohatyn, Ira Harris, Steve Friedman, Geoff Boisi, Eric Gleacher and Bruce Wasserstein were close to Lipton. Robert Greenhill and Joe Perella were close to Flom. M&A Titans provides insight into the culture of the different investment banks and how each of the bankers influenced the firms they worked in as they became more powerful. Some such as Gleacher, Harris, Wasserstein, Perella and Greenhill clashed with the Table of ContentsAcknowledgments ix The Titans xi Remarks from Some M&A Titans and Players xiii Introduction 1 Chapter 1 Genesis: Wall Street, Its Business and Culture 5 Chapter 2 Godfathers—Flom and Lipton 13 Chapter 3 Seducers—Harris and Rohatyn 23 Chapter 4 Systematizer—Goldman Sachs 31 Chapter 5 Originators—Morgan Stanley 43 Chapter 6 Attack or Defend 53 Chapter 7 An Accountant, Feuds, and the Wasserstein Discovery 67 Chapter 8 The Cult of Greenhill, California 85 Chapter 9 Stovepipes 93 Chapter 10 Fall and Rise 103 Chapter 11 “The Genius Franchise” 111 Chapter 12 Stagnation and Implosion 119 Chapter 13 The Rise of Drexel 129 Chapter 14 Crime and Punishment 139 Chapter 15 A Voice in the Wilderness 151 Chapter 16 Intrigue and Resignations 159 Chapter 17 New Horizons 171 Notes 183 References 211 About the Author 215 Index 217

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Book SynopsisThe essential M&A primer, updated with the latest research and statistics Mergers, Acquisitions, and Corporate Restructurings provides a comprehensive look at the field's growth and development, and places M&As in realistic context amidst changing trends, legislation, and global perspectives. All-inclusive coverage merges expert discussion with extensive graphs, research, and case studies to show how M&As can be used successfully, how each form works, and how they are governed by the laws of major countries. Strategies and motives are carefully analyzed alongside legalities each step of the way, and specific techniques are dissected to provide deep insight into real-world operations. This new seventh edition has been revised to improve clarity and approachability, and features the latest research and data to provide the most accurate assessment of the current M&A landscape. Ancillary materials include PowerPoint slides, a sample syllabus, and a test bank to facilitate training and streamline comprehension. As the global economy slows, merger and acquisition activity is expected to increase. This book provides an M&A primer for business executives and financial managers seeking a deeper understanding of how corporate restructuring can work for their companies. Understand the many forms of M&As, and the laws that govern themLearn the offensive and defensive techniques used during hostile acquisitionsDelve into the strategies and motives that inspire M&AsAccess the latest data, research, and case studies on private equity, ethics, corporate governance, and more From large megadeals to various forms of downsizing, a full range of restructuring practices are currently being used to revitalize and supercharge companies around the world. Mergers, Acquisitions, and Corporate Restructurings is an essential resource for executives needing to quickly get up to date to plan their own company's next moves.Table of ContentsPreface xi Part I: Background Chapter 1: Introduction 3 Recent M&A Trends 3 Terminology 11 Valuing a Transaction 13 Types of Mergers 13 Merger Consideration 14 Merger Professionals 15 Merger Arbitrage 18 Leveraged Buyouts and the Private Equity Market 19 Corporate Restructuring 20 Merger Negotiations 21 Deal Structure: Asset versus Entity Deals 24 Merger Agreement 28 Merger Approval Procedures 29 Deal Closing 31 Short-Form Merger 31 Freezeouts and the Treatment of Minority Shareholders 32 Appraisal Arbitrage 33 Reverse Mergers 34 Chapter 2: History of Mergers 41 Merger Waves 41 First Wave, 1897–1904 43 Second Wave, 1916–1929 48 The 1940s 49 Third Wave, 1965–1969 49 Trendsetting Mergers of the 1970s 54 Fourth Wave, 1984–1989 59 Fifth Wave, 1992–2001 64 Sixth Wave, 2004–2007 68 Chapter 3: Legal Framework 71 Laws Governing Mergers, Acquisitions, and Tender Offers 72 Other U.S. Takeover Rules 85 Takeovers and International Securities Laws 86 U.S. State Corporation Laws and Legal Principles 96 State Antitakeover Laws 99 Regulation of Insider Trading 108 Antitrust Laws 110 Measuring Concentration and Defining Market Share 117 Example of the HH Index 118 European Competition Policy 121 Research Note: Event Studies Methodology 124 M&A Research: Event Studies 124 Chapter 4: Merger Strategy 127 Growth 127 Synergy 136 Operating Synergy 138 Diversification 146 Focus Hypothesis 151 Possible Explanation for the Diversification Discount 152 Do Diversified or Focused Firms Do Better Acquisitions? 156 Other Economic Motives 157 Hubris Hypothesis of Takeovers 168 Do Managerial Agendas Drive M&A? 171 Other Motives 176 Part II: Hostile Takeovers Chapter 5: Antitakeover Measures 183 Management Entrenchment Hypothesis versus Stockholder Interests Hypothesis 184 Rights of Targets’ Boards to Resist: United States Compared to the Rest of the World 185 Preventative Antitakeover Measures 186 Poison Pills 187 Corporate Charter Amendments 199 Changing the State of Incorporation 210 Active Antitakeover Defenses 211 Information Content of Takeover Resistance 234 Chapter 6: Takeover Tactics 237 Preliminary Takeover Steps 238 Tender Offers 245 Advantages of Tender Offers over Open Market Purchases 260 Proxy Fights 267 Chapter 7: Hedge Funds as Activist Investors 279 Macroeconomic Foundations of the Growth of Activist Funds 281 Leading Activist Hedge Funds and Institutional Investors 282 Hedge Funds as Acquirers 288 Hedge Fund Activism and Firm Performance 292 Buyout Premiums: Activist Hedge Funds versus Private Equity Firms 294 Part III: Going-Private Transactions and Leveraged Buyouts Chapter 8: Leveraged Buyouts 305 Terminology 305 Historical Trends in LBOs 306 Management Buyouts 314 Conflicts of Interest in Management Buyouts 318 U.S. Courts’ Position on Leveraged Buyout Conflicts 319 Financing for Leveraged Buyouts 328 Returns to Stockholders from LBOs 336 Returns to Stockholders from Divisional Buyouts 337 Empirical Research on Wealth Transfer Effects 342 Protection for Creditors 343 Intra-Industry Effects of Buyouts 344 Chapter 9: The Private Equity Market 345 History of the Private Equity and LBO Business 345 Private Equity Market 346 Computing Private Equity Internal Rates of Return 360 Characteristics of Private Equity Returns 361 Replicating Private Equity Investing 365 Board Interlocks and Likelihood of Targets to Receive Private Equity Bids 366 Secondary Market for Private Equity Investments 366 Chapter 10: High-Yield Financing and the Leveraged Loan Market 369 History of the Junk Bond Market 369 Leveraged Loan Market 380 Stapled Financing 383 Part IV: Corporate Restructuring Chapter 11: Corporate Restructuring 389 Divestitures 392 Divestiture and Spinoff Process 403 Managerial Ownership and Sell-Off Gains 408 Activists and Sell-Offs 408 Shareholder Wealth Effects of Spinoffs: U.S. versus Europe 417 Equity Carve-Outs 424 Voluntary Liquidations or Bust-Ups 430 Tracking Stocks 431 Master Limited Partnerships and Sell-Offs 433 Chapter 12: Restructuring in Bankruptcy 437 Types of Business Failure 438 Causes of Business Failure 439 Bankruptcy Trends 444 U.S. Bankruptcy Laws 448 Reorganization versus Liquidation 449 Reorganization Process 450 Benefits of the Chapter 11 Process for the Debtor 457 Prepackaged Bankruptcy 461 Workouts 465 Corporate Control and Default 470 Liquidation 471 Investing in the Securities of Distressed Companies 472 Chapter 13: Corporate Governance 477 Structure of Corporations and Their Governance 477 CEO Severance Payments 494 Managerial Compensation, Mergers, and Takeovers 494 CEO Compensation and Power 495 Golden Parachutes 499 Compensation Characteristics of Boards That are More Likely to Keep Agency Costs in Check 501 Role of the Board of Directors 502 Antitakeover Measures and Board Characteristics 512 Disciplinary Takeovers, Company Performance, CEOs, and Boards 515 Merger Strategy and Corporate Governance 516 CEO Compensation and M&A Programs 516 Do Boards Reward CEOs for Initiating Acquisitions and Mergers? 516 CEO Compensation and Diversification Strategies 517 Agency Costs and Diversification Strategies 518 Interests of Directors and M&As 519 Managerial Compensation and Firm Size 520 Corporate Control Decisions and Their Shareholder Wealth Effects 521 Does Better Corporate Governance Increase Firm Value? 522 Corporate Governance and Competition 523 Executive Compensation and Postacquisition Performance 524 Mergers of Equals and Corporate Governance 525 Chapter 14: Joint Ventures and Strategic Alliances 535 Contractual Agreements 535 Comparing Strategic Alliances and Joint Ventures with Mergers and Acquisitions 536 Joint Ventures 536 Strategic Alliances 542 Chapter 15: Valuation 551 Valuation Methods: Science or Art? 553 Managing Value as an Antitakeover Defense 553 Benchmarks of Value 554 How the Market Determines Discount Rates 566 Valuation of the Target’s Equity 579 Marketability of the Stock 579 Takeovers and Control Premiums 583 Valuation of Stock-for-Stock Exchanges 588 Shareholder Wealth Effects and Methods of Payment 589 Exchange Ratio 595 Fixed Number of Shares versus Fixed Value 602 Merger Negotiations and Stock Offers: Halliburton versus Baker Hughes 603 International Takeovers and Stock-for-Stock Transactions 603 Desirable Financial Characteristics of Targets 604 Chapter 16: Tax Issues in M&A 613 Financial Accounting for M&As 614 Taxable versus Tax-Free Transactions 614 Tax Consequences of a Stock-for-Stock Exchange 617 Asset Basis Step-Up 618 Changes in the Tax Laws 619 Role of Taxes in the Merger Decision 620 Role of Taxes in the Choice of Sell-Off Method 622 Organizational Form and M&A Premiums 622 Capital Structure and Propensity to Engage in Acquisitions 623 Taxes as a Source of Value in Management Buyouts 624 Miscellaneous Tax Issues 625 Glossary 631 Index 643

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Book SynopsisThe flurry of M&A deals announced in 2011, including AT&T's agreement to acquire T-Mobile USA, ConAgra's proposed bid for Ralcorp, and eBay's acquisition of GSI Commerce, indicate that M&A has returned, and is perhaps headed back to the levels seen before the financial crisis.Table of ContentsPreface Xi About the Author Xv Introduction Xvii Part I The Strategic Drivers 1 1 M&A Overview 3 Chapter summary 3 What types of M&A are there? 3 How much should we pay? 5 Most mergers fail 7 Define success 10 The M&A process 10 Strategic M&A process 14 Strategy: linking pre-deal and post-deal strategy 15 2 Integration Overview 19 Chapter summary 19 Integration objective 20 What is integration? 21 Integration strategies 22 Reason for success 23 Will we succeed? 27 Learning from mergers 28 Different mergers at different stages of the company life cycle 33 What should we expect during the integration? 34 Transforming the business 36 3 Planning For Integration 39 Chapter summary 39 Model for integration planning 40 Integration checklist 44 What is 100 day planning? 45 Day 1 58 Information 61 Bringing the companies together 63 Planning for “the dip” in productivity and service 64 Review integration readiness 67 4 Integration Drivers 71 Chapter summary 71 What are synergies? 72 How deep to cut 74 The principles of integration 75 Budget for integration 83 Integration tracking 85 2nd wave integration 86 5 Integration Governance Or Structure 89 Chapter summary 89 Put people in place 90 Responsibility and accountability 93 Controls in place at different levels 94 Board tracking of integration 94 Agree reporting requirements 95 Teaching integration in our company 98 Integration standards, tool kits, process 99 Risk workshop and risk management 100 Track progress 104 6 Delivery – “Integration Management” 109 Chapter summary 109 Mobilize a merger team 110 Strategic delivery of integration 110 Roll out new procedures for managing projects 111 Integration Management Office 113 Integration management 115 Strategic plans, parallel planning process, detailed plans 120 Part II The Functions 125 7 Finance 127 Chapter summary 127 Links with other parts of the integration 128 Finance readiness review 130 Financial integration strategies 132 Learning points for "Finance 136 Outsourcing 137 Financial basics 141 Financial risk management 144 Benchmarks, key performance indicators 144 What infrastructure is needed? 145 Finance organization – people 146 Processes and IT 146 8 IT 151 Chapter summary 151 IT perspective day 1 152 Assess readiness for integration 152 IT and integration strategy 154 Reasons for change in IT during a merger 156 Level of integration 157 Links with other parts of the integration 158 Issues during an integration 162 Do the basics 168 Integrate or consolidate systems 172 IT integration success 173 IT integration checklist 177 9 Human Resources 179 Chapter summary 179 HR for the integration (outside HR) 180 HR checklist 199 HR for the HR integration 200 10 Communications 205 Chapter summary 205 Management communications 208 Communications overview 210 Communications for the whole integration 214 Communications perspective day 1 219 The integration of communications 220 11 Sales and Marketing 223 Chapter summary 223 Links with other parts of the integration 226 Sales and marketing overview 227 Brand 235 Culture of sales and marketing 239 Communication planning 240 Integration of sales 241 Integration of marketing 243 Customer perspective day 1 244 Revenue generation 245 12 Supply Chain 249 Chapter summary 249 Supply chain perspective day 1 250 Level of integration – how far to integrate 250 Links with other parts of the integration 250 Operating synergies 254 Process review 256 Management controls 257 Supply chain overview 258 Revenue 264 13 Head Office and Property 267 Chapter summary 267 Head office consolidation 268 Property, level of integration – how far to integrate 269 Property integration 270 14 Procurement, R&D, Legal, HSSE 273 Chapter summary 273 Procurement 273 R&D 277 Legal 280 HSSE (Health, Safety, Security, Environment) 281 15 Book Summary 283 Tying it all together 283 The “chain of events” 283 Could we be better prepared for our integration? 284 The killer insights for integration 284 Appendices 293 Appendix 1 – Integration Training 295 Appendix 2 – Culture Difference Assessment 297 Appendix 3 – People In The Book 299 Index 301

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Book SynopsisThis book examines the dynamics of the sociocultural processes inherent in mergers and acquisitions, and draws implications for post-merger integration management.Trade Review"[T]he book makes an informed contribution to our seemingly never-ending quest to find the holy grail of M&A..."—Administrative Science Quarterly

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Book SynopsisThe ultimate tricks of the trade guide to mergers and acquisitions Mergers and Acquisitions Playbook provides the practical tricks of the trade on how to get maximum value for a middle-market business. This book uniquely covers how to prepare for a sale, how to present the business most positively, and how to control the sale timetable. Written in a straight-talking style Provides the tricks of the trade on how to get maximum value for a middle-market business Shows how the sellers can take capitalize their inherent unfair advantages Examines the differences between value and currency Explains how to handle bankruptcy and distress company sales Offers tips on managing your lawyers in the documentation process Filled with empirical examples of successful-and unsuccessful-techniques, this practical guide takes you through every step of the M&A process, from how to manage confidentiality, how tTable of ContentsPreface xiii Acknowledgments xvii Chapter 1 Why People Sell Businesses 1 Honesty Is the Best Policy 2 Most Common Reasons People Sell 4 Retirement 5 Differences among Co-Owners 5 Illness or Death 6 Change in Strategic Position 7 Financial Sponsor Liquidity Event 8 Financial Pressure 9 Unsolicited Offer 9 Proactively Making the Sale Decision 10 Notes 11 Chapter 2 Should the Seller Hire an Intermediary? 13 What Do Investment Bankers Do, Anyway? 14 Criteria for Selecting an Investment Banker 19 General M&A Experience 19 Specific M&A Experience 19 Marketing Philosophy 20 Contacts 20 Temperament 22 Investment Banker Fees 23 Choosing the Right Investment Banker 29 Notes 32 Chapter 3 What Is the Business Worth? 33 Valuation Methodologies 34 Book Value 34 Multiple of Some Measure of Earning Power or Cash Flow 36 Intangibles Such as Technology or Market Position 38 The Synergy a Seller Could Provide a Buyer 39 Applying Valuation Theory to Real-World Situations 42 Cases Where Dividing the Business Created Value 43 Cases Where a Strategic Buyer Unlocked Value 47 Notes 50 Chapter 4 The Difference between “Value” and “Currency” 51 Mediums of Exchange in M&A 52 Cash 52 Notes 52 Stock 54 Stock Options 56 Contingent Payments 57 Sale of a Company’s Stock 59 Notes 61 Chapter 5 Taking Advantage of the Seller’s Unfair Advantages: Prepping and Timing 63 Preparation 64 Environmental Issues 64 Lawsuits 66 Tidy up the Financial Statements 67 Cosmetic Issues 68 Web Site Upgrades 68 Management Changes 68 Timing 71 Long-Term Timing Dimension 71 Short-Term Timing Dimension 73 Involving the Management Team 75 (Not) Involving Company Employees 80 Informing the Workforce 81 Dealing with Leaks 82 Conclusion 86 Notes 87 Chapter 6 Preparing the Documents 89 The Offering Memorandum 90 Executive Summary 91 Industry Description (Optional) 92 The Business 92 Financial Review 100 Exhibits 103 The Executive Summary 106 The Management Presentation 110 The Data Room 112 The Definitive Purchase Agreement 116 Notes 116 Chapter 7 Identifying and Cultivating the Right Buyers 117 Strategic Buyers 118 Financial Sponsors 125 Diversification Parties 132 Employee Stock Ownership Plans 133 Management 136 Family Members 139 Notes 141 Chapter 8 How Many Buyers to Approach? 143 Negotiated Sale 144 Limited Auction 150 Broad Auction 152 Notes 155 Chapter 9 Approaching Prospective Buyers 157 Confidentiality 158 Distributing the Offering Memorandum to Buyers 165 Securing Buyers’ Indications of Interest 168 Appendix 9A: Confidentiality Agreement 174 Appendix 9B: Sample Process Letter 179 Appendix 9C: Indication of Interest 181 Notes 183 Chapter 10 Management Presentations and Plant Tours 185 Management Presentations 186 Management Presentation Blocking and Tackling 186 Practice Makes Perfect 189 Management Presentation Pitfalls 189 Facility Tours 190 Next Steps 193 Notes 194 Chapter 11 Negotiating the Purchase Price 197 The Letter of Intent 198 Case-Specific Negotiating Strategies 201 Case 1: One Clearly Superior Offer 202 Case 2: Four Comparable Offers 204 Case 3: A “High Price with Tough Terms” Offer versus a “Lower Price with Reasonable Terms” Offer 206 Case 4: Three Offers with High Prices and Tough Terms 207 Case 5: One High Price Offer with Tough Terms 208 Case 6: Six Offers with Different Forms of Consideration 209 Case 7: Five Offers with Different Legal Structures and Different Forms of Consideration 213 Negotiating Dynamics 215 Appendix 11A: Letter of Intent 217 Notes 223 Chapter 12 Moving from Letter of Intent to Closing 225 The Negotiating Dynamics Have Reversed 226 Exclusivity 226 Maintaining Performance between the LOI and Closing 227 Negotiating Out the Purchase Agreement 229 Buyer Due Diligence 230 Hart-Scott-Rodino Filing 232 Keeping the Closing Process on Track 234 What if It’s Not Meant to Be? 237 Seller’s Exposure if the Buyer Does Not Close 237 Interim Milestones and Backup Buyers 238 Appendix 12A: Definitive Purchase Agreement 240 Notes 247 Chapter 13 Sales Forced by Bankruptcy or Financial Duress 249 The Painful Decision to Act 250 Time Is of the Essence 251 Senior Lender Dynamics 252 Secured Party Sales 256 Sales Engineered before Filing, but Closed in Bankruptcy Court 257 Sales Engineered and Closed in Bankruptcy Court 259 Notes 267 Chapter 14 Working with Lawyers 269 Legal Involvement from Day One 270 The Lawyer’s Distinct Role 270 Deal Makers versus Deal Breakers 271 Retaining the Right M&A Lawyer 272 The Legal Check-Up 274 Collaborating with the Investment Banker 274 Drafting and Negotiating the Purchase Agreement 275 Effective versus Ineffective Lawyering 278 Managing the M&A Lawyer 280 Appendix 14A: Seller’s Attorney Pretransaction Checklist 281 Note 288 Chapter 15 After the Sale Has Closed 289 Post-Closing Immediate Cooperation 290 Employee Notification 290 Customer Notification 291 Supplier Notification 292 General Public Notification 292 The Month Following Closing 293 Alternative Notification Methodology 293 Post-Closing Subsequent Matters 295 Post-Closing Hubris 296 Post-Closing Legal Matters 297 Post-Closing Financial Matters 298 Taxes 299 Charitable Giving 300 Investments 303 New Horizons 304 Leveling the Playing Field 305 Notes 305 About the Author 307 Index 309

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Book SynopsisAn exit strategy, if implemented early, is the surprising secret to ultimate startup success. Find out whyâand how to develop oneâin this comprehensive, practical guide from veteran Silicon Valley dealmaker Touraj Parang. In 2008, Touraj Parang's award-winning startup, Jaxtr, had 10 million users, raised nearly $20 million from top-tier Silicon Valley investors, and seemed poised to sail straight through the Great Recession. But, by January of 2009, Jaxtrâs only hope for survival was to find a buyerâsadly, it was too late for that.In Exit Path, Touraj draws on the lessons learned from that chaotic experience and the extraordinary successes that followed once he (and the entrepreneurs he advises) made creating and executing an exit strategy a top priority. For too long entrepreneurs have been failing to establish the requisite relationships and properly prepare for the most important milestone in their life cycle: a sale to an acquirer. But in todayâs

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Book SynopsisThe new M&A bible.Few actions can change the value of a company—and its competitive future—as quickly and dramatically as an acquisition. Yet most companies fail to create shareholder value from these deals, and in many cases they destroy it. It doesn't have to be this way.In The Synergy Solution, Deloitte's Mark Sirower and Jeff Weirens show acquirers how to develop and execute an M&A strategy—end to end—that not only avoids the pitfalls that so many companies fall into but also creates real, long-term shareholder value. This strategy includes how to: Become a prepared "always on" acquirer Test the investment thesis and DCF valuation of a deal Plan for a successful Announcement Day, and properly communicate synergy promises to investors and other stakeholders Realize those promised synergies through integration planning and post-close execution Manage change and build a new, combined organization Sirower and Weirens provide invaluable background to those considering M&A, laying out the issues they have to consider, how to analyze them, and how to plan and execute the deal effectively. They also show those who have already started the process of M&A how to maximize their chances of success.There's an art and a science to getting mergers and acquisitions right, and this powerful book provides the insights and strategies acquirers need to find success at every stage of an often complex and perilous process.Trade Review"This volume provides an important, rigorous toolkit for students and M&A practitioners." — CHOICE, the publication of the American Library AssociationAdvance Praise for The Synergy Solution:"The Synergy Solution is an instant M&A classic. In their no-nonsense approach, Sirower and Weirens describe in great detail the discipline and hard work required throughout the M&A process to realize the promised value from deals and avoid the pitfalls. I highly recommend this book for any leader who wants to play the acquisition game." — BOB SWAN, Operating Partner, Andreessen Horowitz; former CEO, Intel Corporation"The Synergy Solution provides a complete how-to on M&A. If you only read one book, make it this one—from case studies to practical examples, readers can connect with the fundamentals and, at the same time, learn what to expect from a real-life merger or acquisition." — MARK LITTLE, President and CEO, Suncor Energy"Finally, a definitive guide on M&A and the creation of shareholder value that makes sense. From M&A strategy and communicating with investors to the details of integration and change, The Synergy Solution delivers what it promises. A must-read for CFOs and senior executives involved in M&A." — FRANK D'AMELIO, CFO and Executive Vice President, Global Supply, Pfizer"The Synergy Solution is an important achievement and a revealing and comprehensive book on mergers and acquisitions. Packed with data and details, it will be of great interest to directors who are evaluating M&A proposals as they fulfill their governance duties, as well as to senior executives who will be called upon to formulate these deals and successfully execute them." — SCOTT BARSHAY, Chair of Corporate Department, Paul, Weiss, Rifkind, Wharton & Garrison"The Synergy Solution is a powerful resource revealing the end-to-end development and successful execution of M&A strategies—including the art and the science of getting deals done and done right. This is the practical guidebook to read if you're considering M&A or building a career in this field." — JOHN LO, CFO, Tencent"One of the enduring mysteries of finance over the last quarter century has been the persistent belief among CEOs and boards that despite the significant amount of M&A activity that results in value destruction, 'our deal will be different.' In this comprehensive book, two leading M&A experts lay out with clarity and persuasiveness a detailed approach for how your deal can, in fact, be different. A must-read for every practitioner—and every student." — RAGHU SUNDARAM, Richard R. West Dean and Edward I. Altman Professor of Credit & Debt Markets, NYU Stern School of Business"Growth and M&A ideas abound, so leaders must exercise great discipline as they negotiate deals and commit precious financial and human capital. This excellent book elegantly weaves insights across the elements of successful M&A and will serve as an essential primer for boards as they face the challenges of not only assessing proposed deals—with forward-looking growth synergies—but also holding management accountable for delivering tangible results." — TERESA BRIGGS, board member, DocuSign, ServiceNow, Snowflake, and Warby Parker"With The Synergy Solution, Sirower and Weirens provide an insightful, accessible, and extremely useful road map for senior management and boards that are considering or executing M&A activity. All potential acquirers should be able to answer the straightforward questions that structure The Synergy Solution. Sirower and Weirens guide readers through the many considerations necessary to avoid bad deals and realize the potential of good ones. Their book is a must-read. Acquirers ignore it at their peril." — MARK W. NELSON, Anne and Elmer Lindseth Dean and Professor of Accounting, Johnson Graduate School of Management, Cornell University"Trust is foundational to any well thought-out M&A transaction. The Synergy Solution explores step by step not only the practical aspects of conducting a successful M&A transaction but also the rigors of the communication and announcement processes relevant to building, from day one, that trust between business leaders and stakeholders." — SANDRA SUCHER, professor, Harvard Business School; coauthor, The Power of Trust

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Book Synopsis

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Book Synopsis

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Book SynopsisUp-to-date guidance for conducting a successfulM&A for banks and financial institutionsThe simmering economic climate since the financial crisis faces a front of new competition and sweeping regulatory reforms expected to drive the U.S. banking sector into consolidation in the next ten years. Capitalizing on the upcoming opportunities will take strategically focused preparation. The Art of Bank M&A is the unprecedented guide to mastering the merger and acquisition of a bank and any other financial institution.M&A transactions involving financial businesses take place in a framework of regulation, which makes them greatly different from those of commercial companies. The specialized coverage in this one-of-a-kind guide givesyou an insider's interpretation of the DoddâFrank Wall Street Reform and Consumer Protection Act, along with the most popular techniques and strategies used to shed and acquire financial entities within the regulation. Straightforward explanTable of ContentsFOREWORD: A NEW WORLD FOR BANK MERGERS BY HEATH P. TARBERTPREFACE ACKNOWLEDGMENTS SECTION 1 SETTING Chapter 1 Banking: An Overview Chapter 2 The Bank Regulatory Environment Chapter 3 Special Issues for Bank Holding Companies SECTION 2 FROM STRATEGIES TO STANDARDS Chapter 4 Bank Strategies for Growth and Value Chapter 5 Preliminary Valuation for Deal Pricing Chapter 6 Confirmatory Bank Due Diligence SECTION 3 SYNERGIES Chapter 7 Postmerger Integration for Banks Chapter 8 Bank M&A: Case in Point Chapter 9 Banking on the Future SECTION 4 SPECIAL SITUATIONS Chapter 10 Cross-Border Bank M&A Chapter 11 Distressed and Failed Banks Chapter 12 Investing in Bank Stocks Appendix Landmark U.S. Supreme Court Cases in Banking, 1799–2013 NOTES INDEX

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Book SynopsisExamines the cultural and organizational complexities which arise during mergers and acquisitions, joint ventures and alliances. This book explains the strategic relationship between national cultural differences, execution and the performance of global and corporate alliances.Trade ReviewJan Leschly, Chief Executive, SmithKline Beecham Dr Morosini's research takes a radical view of the complex arena of global partnerships. In articulate style he outlines both the negative and positive aspects, as well as meticulously examining the key links of many such corporate alliances. He clearly illustrates that national cultural differences are not necessarily detrimental to performance and stresses that a company's execution orientation can become a major competitive advantage in global mergers and acquisitions, joint ventures and alliances. With the number of M&As set to continue well into the next century, Dr Morosini's significant findings can become a benchmark for any company seeking to become part of a global corporate alliance. Sir Michael Perry, CBE, Chairman, Centrica Plc Piero Morosini identifies the management of cultural and executional differences between firms as the key to effective mergers and acquisitions. The Marketing Council in Great Britain champions an integrated approach to business management, which has as its aim the unremitting drive for customer preference. Dr Morosini's analysis of British Airways argues persuasively that this approach was the key to that company's transformation from merger to its current standing as global leader. Sir Peter Bonfield, Chief Executive, British Telecommunications As CEO of a company with more than 50 alliances around the globe, I warmly welcome the publication of this book. Successful alliances depend on mutual understanding, vision and trust. A proper comprehension of the cultural background of each partner and each market is essential if you are to achieve your objectives. Paul Kleindorfer, Professor of Decision Sciences and Economics, Wharton School Dr Morosini not only informs his earlier path-breaking research on this area, but he opens new vistas for research and practice for the future. His findings are very significant indeed in this the new age of global partnerships. Jean-Pierre Lehmann, Executive Director, Swiss-Asia Foundations Dr Morosini's work has significant corporate strategy and government policy implications. Research on national culture, execution and global alliances is of great academic and managerial interest, but requires a difficult mix of solid technical skills and cultural sensitivity. Dr Morosini's work, track record and approach are very rare indeed in combining these qualities. Masaru Yoshitomi, Vice-Chairman, Long Term Credit Bank of Japan Research Inst This kind of research certainly enriches our understanding of globalization in the context of various cultural influences on FDI and its performance. Paul Stonham, Editor, European Management Journal The contents, field and treatment of the subject are all first-class. The Wharton School is a renowned crucible for academics, and the author has worked with some of the School's best academics. Dr Morosini's makes new contributions to thinking on business alliances, making use of and reference to the major contributions to this field and synthesizing them in eloquent language.Table of ContentsSection heading: National Cultural Differences and the Performance of Cross-Border M&As, JVs and Alliances. Execution-Driven Advantages in 'Cross-Cultural' M&As, JVs and Alliances. Turning National Cultural Differences into Lasting Practical Advantages.

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Book SynopsisEnormous amounts of money are made and lost through activities related to Mergers, Acquisitions, Demergers, Buyouts and Alliances. This subject area has been extensively covered by "Long Range Planning". This volume brings together a selection of the key papers published by this Journal on the subject.Table of ContentsPart headings: Mergers and Acquisitions. Demergers, Buyouts and Divestments. Strategic Alliances and Joint Ventures.

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Book SynopsisThis book is a complete guide to planning and executing successful mergers and acquisitions.Trade Review"A nice book that combines practical advice and academic rigor to a survey of creating value through M&A."--Sidney Finkelstein, Professor of Strategy and Leadership, Dartmouth University

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Book SynopsisThe takeover boom that began in the mid-1980s has exhibited many phenomena not previously observed, such as hostile takeovers and takeover defenses, a widespread use of cash as a means of payment for targeted firms, and the acquisitions of companies ranking among the largest in the country. With the aim of more fully understanding the implications of such occurances, contributors to this volume consider a broad range of issues as they analyze mergers and acquisitions and study the takeoveer process itself.

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Book SynopsisA fascinating litany of the mistakes that can happen when buyers get it wrong - Luke Johnson, The Sunday TimesPacked full with amazing examples'' Jeremy Vine, BBC Radio 2Colossal, costly disasters could be averted if those holding the purse strings read this book. - The TimesIn this hilarious, fascinating and insightful expose, industry insider Peter Smith reveals the massive blunders and dodgy dealings taking place around the world as private companies and public sector bodies buy goods and services. A recent report showed that over 90% of procurement projects fail. So, why are so many billions wasted on ineptitude, mismanagement and, in some cases, fraud? By turns an entertaining account of some of the worst procurement scams in history and also a resounding lesson in how not to operate, Bad Buying offers clear and practical advice on how to avoid embarrassing mistakes, minimise needless waste and maTrade ReviewColossal, costly disasters could be averted if those holding the purse strings read this book. * The Times *Bad buying tells story after story of bad buying for both novices and experts alike - and shows us a roadmap to doing it better. * Jason Busch, Managing Director, Azul Partners and Founder / Contributing Author, Spend Matters *This book is a revelation ... actually it's full of them, all costly catastrophes. Factually rich, funny and full of practical hard-earned wisdom, it is also an extensively-referenced portal into a parallel how-to universe where great buying delivers remarkable business results. If you don't read this book, you may find yourself in the next one! * Dr Richard Russil, author and coach *A refreshingly different take on how to be great at procurement by learning from a plethora of examples of painful, unbelievable, funny and downright stupid buying by organisations, or more precisely the people in them. A brilliantly unique and insightful read from one of the most experienced individuals in this space * Jonathan O’Brien Author and CEO Positive Purchasing Ltd *A great opportunity to learn from other people's mistakes, not your own. Through exceptionally well researched examples, Peter teaches both new and established professionals how to avoid the same mistakes. I thoroughly recommend this book to anybody involved in, or responsible for spending money for their organisation * Garry Mansell, Former GM, Source-to-Contract, Coupa Software *An unusual business book in that it is both useful to readers and also genuinely entertaining with fascinating stories of failure and fraud from around the world and every sector * Shirley Cooper, Commercial Director, Tapestry Compliance and NED, Ministry of Justice *A hilarious, enlightening and brilliant look at how organisations - public and private - have been guilty of horrendous buying failures. Not content with just lifting the lid on some of the most egregious excesses in history, Peter Smith provides insightful and practical advice to avoid repeating such disasters. This book will make you think twice about buying anything - but do buy this * Antonio Weiss, bestselling author of 101 business Ideas That Will Change the Way you Work and Director, The PSC *This book is a fascinating account of the biggest buying blunders by private and public sectors alike. Written in his trademark dashing and fluent style, doesn't just expose hilarious dodgy stories with Schadenfreude but offers insightful and practical advice on how to avoid career limiting mistakes * Bernhard Raschke, Partner and Head of EMEA Supply Chain Centre of Excellence, Korn Ferry *This book is a great effort to dig the challenges out of the back office of procurement and bring to the fore the opportunities for improvement... If you want to improve your chances of not being done by Bad Buying, there's no better place than this book to see what the risks are and begin to understand how to avoid them * Charles Findlay, Director, State of Flux *Covid-19 restrictions have put the spotlight on global supply chains and the difficulties caused when everybody wants to buy the same thing at the same time. Peter's book highlights where buying can go catastrophically wrong and how to avoid these pitfalls. Had this been published pre-Covid, some of the recent c*ck-ups and waste might have been avoided. It's a must read for the public and private sector alike * Lt-Gen. Sir Andrew Gregory, Controller, SSAFA *In turns informative, shocking and amusing, Bad Buying explores the career-limiting catastrophes to avoid and sets out a vision for better buying, not only stewarding finances responsibly but also supporting the firm's purpose and place in the community * Stuart Brocklehurst, CEO, Applegate Marketplace Ltd *Bad Buying has a rich set of examples of both corrupt practices and unintentional but costly and wasteful mistakes made by business professionals. With trillions spent by organisations buying goods and services, every executive who is involved in or oversees those processes needs to make this a must read * Raj Sharma, Founder and CEO, Public Spend Forum *A must read for Boards, CEOs and Governments. The case studies remind us all that there is 'no such thing as a free lunch' and 'if it's too good to be true it usually is'. Buyer beware, and never underestimate you stakeholder or your suppliers. Instead, build relationships and trust * Lucy Harding, Partner and Global Head of Practice, Odgers Berndtson *Purchasing plays such an important role in business success, but is also one of the least understood activities. Using case studies from around the globe, Bad Buying has illuminated how and why organisations can get it wrong when it comes to spending money with suppliers. This is a timely, informative and highly entertaining read! * Nandini Basuthakur, CEO, Procurement Leaders *Bad Buying should be required reading for every buyer who is serious about their career... a manual for professional buyers [and] a fascinating litany of the mistakes that can happen when buyers get it wrong -- Luke Johnson * The Times *A fascinating litany of the mistakes that can happen when buyers get it wrong * Luke Johnson, The Sunday Times *Packed full with amazing examples * Jeremy Vine, BBC Radio 2 *Colossal, costly disasters could be averted if those holding the purse strings read this book * The Times *

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Book SynopsisThis set maps articles from the four main fields that influence the study of mergers and acquisitions: economics, finance, strategic management and human resource management, and encompasses a range of further perspectives. With a multidisciplinary approach, these volumes integrate the main fields of reference for mergers and acquisitions, and are structured around the following issues:* the history of, and perspectives on, the modern business corporation and the role of mergers and acquisitions* causes of mergers and acquisitions activity* consequences of mergers and acquisitions activity* public policy and the corporation.A detailed index and new introduction are provided to guide the reader through this multidisciplinary collection.

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Book SynopsisThis nuts-and-bolts guide examines all aspects of an M&A due diligence-from coming to the decision to acquire a company, to who should be on the due diligence team, to the actual process and the final report and post-closing follow up.Trade Review"The authors of this book offer what they call a holistic approach to the due diligence aspects of corporate mergers and acquisitions. Although the authors briefly point to legal considerations in the M&A process, this is not a legal title. It was written by CPAs to provide practical guidance to due diligence activities. The authors accomplish this goal therefore the book would be more approporiate for an undergraduate or graduate business library than an academic law library." (Legal Information Alert, Vol 29, No 3)Table of ContentsPreface xiii Step-by-Step Guidance xiii Organization xiv Planning xv Investigation xvi Execution xvii About the Authors xix Part One Planning 1 Chapter 1 Introduction 3 Overview 3 Mergers and Acquisitions: A Way of Corporate Life 3 Mixed Results 6 Acquisition Risk and Due Diligence 7 Preventable Causes of Failure 10 Myopic Approach to Due Diligence 11 Reacting to Deals 11 Compartmentalized Behavior 13 Inactionable Findings 13 Exclusive Focus on Risk Mitigation 14 Key Success Factors 14 Holistic View of Due Diligence 14 Growth Strategy 15 Integrated Management 15 Purposeful Action 16 Value Orientation 16 Due Diligence and Value Creation 16 Plan to Create Value 16 Strategic Purpose 17 Value Drivers 20 Key Risks 23 Purposeful Behavior 24 Key Points 25 Chapter 2 Planning for Value Creation: Growth Strategy 27 Introduction 27 Central Role of Strategic Planning 27 Chapter Focus 28 The Strategic Planning Process 29 Managing the Process 30 Characteristics of an Effective Planning Process 31 Process Overview 32 Strategic Assessment 32 Market Targeting Process 33 Investment Objectives 34 Market Expansion 35 Vertical Integration 37 Infrastructure Improvement 38 Investment Alternatives 38 Characteristics of Investment Types 39 Backup Planning 45 Plan Outputs 46 Conclusion 51 Key Points 51 Chapter 3 Implementing the Growth Strategy 53 From Identification to Pursuit 53 Choosing an Acquisition Strategy 53 Winnowing Process 54 Identification 58 Marketplace for Acquisitions 58 Identifying Prospects 59 Qualification 64 Strategic Fit 64 Availability 66 Engagement 67 Proactive Engagement 68 Role of Management versus Intermediaries 70 Confidentiality of Information: Nondisclosure Agreement (NDA) 70 Reactive Engagement 71 Assessment 73 Notification/Approval Document 73 Plan to Create Value 76 Pursuit 78 Transaction Framework: Sellers’ and Acquirers’ Different Perspectives 79 Taking Action: Assembling the Core Acquisition Team 81 Key Points 83 Part Two Investigation 85 Chapter 4 Preparing for Due Diligence 87 Introduction 87 Due Diligence Reviews 88 Chapter Focus 89 Environmental Factors 90 External Constraints of the Sale Process 90 Internal Limitations of the Acquirer 92 Nature of the Target Company 92 Impact of Environmental Factors on the Review 93 Creation of the Due Diligence Team 93 Introduction 93 Composition of the Due Diligence Team 94 A Caveat 97 Other Considerations 97 Initial Preparation Measures 98 Development of the Due Diligence Program 99 Program Development Process 99 Key Aspects of the Due Diligence Program 100 Objectives, Procedures and Findings, and Recommendations Illustrated 103 A Due Diligence Mind-Set 105 Planning Due Diligence 106 Finalize the Program 106 Mechanisms for Team Coordination 107 Resolve Issues of Overlap 107 Maintain an Aggressive Posture 107 Communicate Logistical Information 108 Communicate Responsibility and Timing of Report Submissions 108 Key Points 108 Appendix 4A: Due Diligence Checklist 109 I. Review Company Background and Organization and Proposed Transaction 109 II. Financial 112 III. Technology 114 IV. Products 115 V. Marketing and Sales 116 VI. Legal 116 VII. Insurance 119 VIII. Human Resources 119 Chapter 5 Conducting the Due Diligence Review 125 Introduction 125 Overview of Transaction Types 125 Auctions 126 Auctions: The Buyer’s Perspective 127 Preemptive Bids 128 Purchase Premium Preemption 129 Price Preemption: The Buyer’s Perspective 129 Relationship-Based Preemption 130 Relationship-Based Preemption: The Buyer’s Perspective 130 Summary of Transaction Characteristics 131 Components of the Due Diligence Review 131 Management Presentations 132 Management Team Interviews 134 Document Review 135 Tour of the Facilities 136 Technology Trade-Offs 137 Due Diligence Reviews: An Objectives-Driven Approach 138 Overview 138 Due Diligence Objectives 139 Integration 140 Assessment by Function 141 Finance and Accounting 142 Human Resources 145 Sales and Marketing 148 Research and Development 150 Information Technology Review 151 Operations/Production Review 152 Legal and Insurance Review 153 Cross-Functional Coordination and Analysis 154 Conclusion 159 Key Points 159 Appendix 5A: Illustrative Final Process Letter Outline 160 Invitation 160 Description of Transaction Process 160 Guidelines for Final Offers 161 Appendix 5B: Illustrative Data Room Information Listing 161 Chapter 6 Reporting on Due Diligence: Deliverables and Decisions 165 Introduction 165 Outcomes of the Due Diligence Review 165 The Importance of Backup Planning 166 Elimination in the Auction Process 167 Outputs/Reports 168 The No-Go Decision 170 No-Go Discoveries 171 Strategic Issues 171 Valuation Issues 172 Risk Issues 173 Outputs/Reports 175 Renegotiations of Major Terms 175 Outputs/Reports 178 Decision to Proceed 179 Outputs/Reports 179 Comprehensive Due Diligence Report 180 Summary Due Diligence Report 180 Corporate Approval Document 182 Integration Plan 186 Contingency Plan 188 Key Points 188 Part Three Execution 191 Chapter 7 Optimizing Value: Translating Due Diligence Findings into Action 193 Acting on Due Diligence Findings 193 Preacquisition vs. Postacquisition Issues 193 Revisiting the Valuation and Purchase Price 195 Reviewing the Acquisition Transaction Structure 199 Contingent Purchase Price 199 Acquiring Assets vs. Stock 200 Sharing Risk: Contractual Terms and Conditions 202 Marking Up the Draft Purchase Agreement 202 Contract Drafting and Revision 202 Key Sections of the Purchase Agreement 203 Purchase and Sale 203 Closing 205 Representations and Warranties of the Seller 206 Representations and Warranties of the Buyer 208 Covenants 208 Employment Matters 209 Conditions to Close 210 Termination 211 Indemnification 211 Tax Matters 212 General Provisions 212 Disclosure Schedules 213 Transition Services Agreement 213 Managing Contract Negotiations 215 Effective and Efficient Negotiations 215 Empowered Leadership 215 Support of Legal Counsel 216 Support by Experts 217 Review and Feedback 218 Commitment to Getting the Deal Done 220 Closing 220 Shepherding the Transaction toward Closing 220 Regulatory Approval 221 Hart-Scott-Rodino (HSR) Act 221 Buyer Financing 224 Third-Party Consents 224 Closing the Transaction 224 Key Points 225 Chapter 8 Integration: Extracting Value and Mitigating Risk 227 Dual Focus of the Integration Effort 227 Extracting Value 228 Mitigating Risk 229 Integration Team 231 Early Formation 231 Leadership 232 Structure and Composition 233 Integration Plan 234 Plan Components 234 First 90 Days vs. Longer Term 238 Management of the Integration Process 239 Communication 239 Reporting and Decision Making 242 Contingency Plan 245 Broader View of Risks 245 Plan Components 245 Human Factors 247 Culture 247 Knowledge Transfer 249 Recommendations for Postacquisition Management 250 Key Points 251 Appendix What is the Premerger Notification Program: An Overview 253 Index 275

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Book SynopsisThe most up-to-date guide on making the right capital restructuring moves The Art of Capital Restructuring provides a fresh look at the current state of mergers, acquisitions, and corporate restructuring around the world. The dynamic nature of M&As requires an evolving understanding of the field, and this book considers several different forms of physical restructuring such as divestitures as well as financial restructuring, which refers to alterations in the capital structure of the firm. The Art of Capital Restructuring not only explains the financial aspects of these transactions but also examines legal, regulatory, tax, ethical, social, and behavioral considerations. In addition to this timely information, coverage also includes discussion of basic concepts, motives, strategies, and techniques as well as their application to increasingly complex, real-world situations. Emphasizes best practices that lead to M&A success Contains iTable of ContentsAcknowledgments ix 1 Mergers, Acquisitions, and Corporate Restructuring: An Overview 1 H. Kent Baker and Halil Kiymaz Part I Background 2 Merger Waves 17 Jarrad Harford 3 Takeover Regulation 39 Marina Martynova and Luc Renneboog 4 Corporate Governance and M&As 57 Fei Xie 5 Ethical and Social Issues in M&As 71 Robert W. McGee 6 Theoretical Issues on Mergers, Acquisitions, and Divestitures 87 Abdul H. Rahman 7 The Short-Term and Long-Term Performance of M&As 105 Shantanu Dutta and Samir Saadi Part II Valuation 8 Standard Valuation Methods for M&As 127 Pablo Fernandez 9 Real Options and Their Impact on M&As 151 Hemantha Herath and John S. Jahera Jr. 10 The Law and Finance of Control Premiums and Minority Discounts 169 Helen Bowers 11 Cross-Border Valuation Effects in Developed and Emerging Markets 185 Wenjie Chen Part III the M&A Deal Process 12 Sources of Financing and Means of Payment in M&As 205 Marina Martynova and Luc Renneboog 13 Cultural Due Diligence 223 Ronald F. Piccolo and Mary Bardes 14 Negotiation Process, Bargaining Area, and Contingent Payments 243 William A. Grimm 15 Merger Negotiations: Takeover Process, Selling Procedure, and Deal Initiation 261 Nihat Aktas and Eric de Bodt 16 Postacquisition Planning and Integration 281 Olimpia Meglio and Arturo Capasso 17 Organizational and Human Resource Issues in M&As 297 Siddhartha S. Brahma Part IV Takeovers and Behavioral Effects 18 Takeover Strategies 323 Shailendra (Shail) Pandit 19 Defensive Strategies in Takeovers 339 Christian Rauch and Mark Wahrenburg 20 The Impact of Restructuring on Bondholders 359 Luc Renneboog and Peter G. Szilagyi 21 Behavioral Effects in M&As 385 Jens Hagendorff Part V Recapitalization and Restructuring 22 Financial Restructuring 401 Otgontsetseg Erhemjamts and Kartik Raman 23 Going Private and Leveraged Buyouts 419 Onur Bayar 24 International Takeovers and Restructuring 437 Rita Biswas Part VI Special Topics 25 Joint Ventures and Strategic Alliances: Alternatives to M&As 461 Tomas Mantecon and James A. Conover 26 Fairness Opinions in M&As 483 Steven M. Davidoff, Anil K. Makhija, and Rajesh P. Narayanan 27 How Initial Public Offerings Affect M&A Markets: The Dual Tracking Phenomenon 495 Roberto Ragozzino and Jeffrey J. Reuer 28 The Diversification Discount 511 Seoungpil Ahn 29 Partial Acquisitions: Motivation and Consequences on Firm Performance 527 Pengcheng Zhu and Shantanu Dutta Answers to End-of-Chapter Discussion Questions 545 Index 581

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Book SynopsisIndispensable coverage of new federal regulatory reforms and federal financial issues An essential guide covering new federal regulatory reforms and federal financial issues Financial Institutions, Valuations, Mergers and Acquisitions, Third Edition presents a new regulatory framework for financial institutions in the post-bailout era. Provides valuable guidance to assess risks, measure performance and conduct valuations processes to create shareholder value Covers the protection of other stakeholders, including customers, regulators, government, and consumers Offers an up-to-date understanding of financial institutions, their challenges, and their opportunities in the post-Sarbanes-Oxley era Over the past decade, substantial changes have taken place in the structure and range of products and services provided by the financial services industry. Get current coverage of these changes that have transformed both tTable of ContentsPreface xi Acknowledgments xvii PART I: FINANCIAL SERVICES INDUSTRY: ITS MARKETS, REGULATIONS, AND GOVERNANCE 1 Chapter 1: Fundamentals of the Financial Markets and Institutions 3 Introduction 3 Financial Markets 3 Financial Information and Capital Markets 4 Financial Crisis and Financial Regulatory Reforms 5 Types and Roles of Financial Markets 15 Financial Services Firms 21 Conclusion 24 Notes 25 Chapter 2: Introduction to Financial Institutions 27 Introduction 27 Landscape of the Financial Services Industry 27 Structural Changes in the Financial Services Industry 28 Historical Perspective of American Banking 42 Current Trends in the Financial Services Banking Industry 43 Regulatory Reforms 46 Valuation Process 55 Conclusion 56 Notes 57 Chapter 3: Corporate Governance 61 Introduction 61 Corporate Governance Effectiveness 62 Global Regulatory Reforms 66 Sarbanes-Oxley Act of 2002 70 Dodd-Frank Act 74 Corporate Governance Functions 75 Board of Directors and Its Committees 78 Audit Committee Roles and Responsibilities 80 Executive Compensation 84 Conclusion 86 Notes 86 PART II: THE FOUNDATION: FINANCIAL INSTITUTIONS, VALUATIONS, MERGERS, ACQUISITIONS, AND REGULATORY AND ACCOUNTING ENVIRONMENT 89 Chapter 4: Overview of the Valuation Process 91 Introduction 91 Valuation Services 92 Valuation Profession 94 Valuation of the Business 97 Attracting Valuation Clients 105 Accepting a Client 109 Pricing Valuation Services 111 Importance of the Engagement Letter 112 Planning an Appraisal Engagement 114 General Planning 118 Appraiser’s Traits 121 Appraiser’s Due Diligence Process 124 Risk Assessment 125 Conclusion 126 Notes 126 Chapter 5: Overview of Mergers and Acquisitions 127 Introduction 127 Historical Perspective of Mergers and Acquisitions 128 Recent Trends in Mergers and Acquisitions 130 Regulations of Bank Mergers 136 Players in Mergers and Acquisitions 142 Motives for Business Combinations 146 Determinants of Mergers and Acquisitions 148 Perceived Shortcomings of Mergers and Acquisitions 152 Studies on Mergers and Acquisitions 155 Leveraged Buyout 159 Post Mergers and Acquisitions Performance 160 Shareholder Wealth and Effect of Mergers and Acquisitions 161 Joint Ventures and Strategic Alliances 162 Ethics in Mergers and Acquisitions 163 Governance in Mergers and Acquisitions 164 Mergers and Acquisitions Process 165 Conclusion 181 Notes 183 Chapter 6: Regulatory Environment and Financial Reporting Process of Financial Institutions 187 Introduction 187 Consolidation 187 Regulatory Environment 192 Bank Supervision 198 Financial Modernization: The Gramm-Leach-Bliley Act 205 Financial Reporting Process of Financial Institutions 208 Statement of Financial Accounting Standards No. 115 212 Auditing Proper Classifications of Marketable Securities 214 Tax Consideration of Fair Value 215 Recent Development of Fair Value Accounting 218 Financial Reporting Requirements of Financial Institutions 222 Corporate Governance of Financial Institutions 228 Conclusion 237 Notes 238 PART III: FUNDAMENTALS OF VALUATIONS: CONCEPTS, STANDARDS, AND TECHNIQUES 241 Chapter 7: Value and Valuation: A Conceptual Foundation 243 Asset-Liability Management 243 Investment Management 245 Lending Management 246 Liquidity Management 247 Nature of Value 249 Twelve Concepts of Value 250 Types of Property that Can Be Valued 260 Relationship among Different Types of Value 261 Principles of Valuation Theory 262 Pricing Value versus Reporting Value 263 Limitations of the Valuation Process 264 Conclusion 264 Notes 264 Chapter 8: Approaches to Measuring Value 267 Overview of the Valuation Process 267 Cost Approach to Valuation 268 Market Approach to Valuation 270 Income Approach to Valuation 273 Special Topics—Approaches to Intangible Asset Valuation 291 Special Topics—Business Valuation 294 Valuation and Business Concentrations 300 Special Topics—Closely Held Stock 301 Special Topics—Valuing Widely Traded Companies 304 Conclusion 305 Notes 305 Chapter 9: Valuations for Tax and Accounting Purposes 307 Tax Aspects of Mergers and Acquisitions 307 Typical Tax-Oriented Valuations 310 Accounting Aspects of Mergers and Acquisitions 313 Typical Accounting-Oriented Valuations 319 Acquisition Method 320 Presentation, Disclosure, and Transition Requirements of Business Combinations 324 Convergence in Accounting Standards on Mergers and Acquisitions 327 Conclusion 328 Notes 329 Chapter 10: Intangible Asset Valuation 331 Nature and Types of Intangible Assets 331 Amortizable versus Nonamortizable Intangible Assets 334 Measuring the Useful Life of an Intangible Asset 336 Establishing Value of Intangible Assets 338 Amortization Methods 341 Supporting Intangible Asset Valuation and Amortization 341 Goodwill Impairment 342 Conclusion 343 Notes 344 PART IV: ASSESSMENT OF FINANCIAL INSTITUTIONS 345 Chapter 11: Financial Analysis of Banks and Bank Holding Companies 347 Types and Sources of Financial Data 347 Overview of Financial Statements 351 Composition of Bank Assets 355 Composition of Bank Liabilities 359 Off–Balance Sheet Items 361 Composition of Bank Capital 362 Regulatory Capital Components 364 Risk-Based Capital 367 Value-at-Risk Models 370 Composition of Bank Income 371 Composition of Bank Expenses 373 Balance Sheet Analysis Illustration 376 Income Statement and Profitability Analysis Illustration 381 Loan Risk Analysis Illustration 385 Liquidity and Investment Portfolio Analysis Illustration 389 Portfolio Equities Analysis (REALM Model) 390 Special Bank Holding Company Considerations 391 Liability Management 392 Conclusion 392 Notes 392 Chapter 12: Internal Characteristics Assessment 395 Objectives and Benefits of an Internal Characteristics Assessment 396 Ten P Factor Framework 396 Shareholder Value Creation 405 Conclusion 412 Notes 413 Chapter 13: External Environment Assessment 415 Impact of External Environment on Value 415 Political Analysis 416 Economic Analysis 416 Social Analysis 417 Technological Analysis 420 Other Analysis 421 Conclusion 423 Notes 423 PART V: VALUATION OF MERGERS AND ACQUISITIONS 425 Chapter 14: Bank Merger and Acquisition Process 427 Strategy Phase 427 Negotiation and Investigation Phase 435 Finalization and Integration Phase 439 Other Considerations 443 Conclusion 446 Notes 446 Chapter 15: Valuing a Bank as a Business Enterprise 447 Business Enterprise versus a Collection of Assets 447 Concept of the Banking Franchise 448 Difference between Strategic and Tactical Valuations 449 Why the Cost Approach Is Not Used for Strategic Bank Valuations 450 Application of the Market Approach to Valuing a Bank 450 Application of the Income Approach to Valuing a Bank 454 Sensitivity of Value Estimate to Assumption Changes 461 Value-Creation Opportunities and the Acquisition Price 463 Valuation Methods for Mergers and Acquisitions 465 Sophisticated Valuation Techniques for Mergers and Acquisitions 470 Relation between Price and Value and Effect on Stockholders 475 Conclusion 478 Notes 478 Chapter 16: Valuation of Tangible Bank Assets 479 Tangible Physical Assets 480 Tangible Financial Assets 481 Tangible Assets in Bank Mergers and Acquisitions 486 Intangible Assets in Bank Mergers and Acquisitions 486 Conclusion 487 Chapter 17: Core Deposits as a Special Type of Intangible Asset Valuation 489 Concept of Core Deposit Base as an Intangible Asset 489 Internal Revenue Service Position on Core Deposits 490 Important Core Deposit Tax Court Cases 490 Deposits to Be Included in Valuation 497 Alternative Approaches to Valuing a Core Deposit Base 497 Core Deposit Base Life Estimation 499 Application of the Cost Savings Approach 502 Application of the Future Income Approach 505 Systemically Important Financial Institutions 508 Conclusion 511 Notes 511 Chapter 18: Derivative Financial Instruments 513 Authoritative Guidelines on Derivatives 515 Derivative Markets 516 Derivatives Risk Management 518 Derivatives Risk Management Policy 519 Accounting for Derivatives 528 Tax Considerations of Derivatives 535 Audit of Derivative Transactions 535 Sources of Information on Derivatives 537 Derivatives Valuation Models 538 Derivatives under the Dodd-Frank Act of 2010 542 Conclusion 543 Notes 543 Chapter 19: Real-World Bank Valuation Complications 547 Banks Experiencing Recent Losses 548 Banks with Low Equity Capital 551 Banks with Uncertain Future Loan Loss Exposure 554 Preferred and Common Stock 556 Highly Leveraged Banks 557 Branch Acquisitions 557 European Banking Model 559 Initial Public Offering 561 Islamic Banking System 562 Emerging Issues in the Financial Services Industry 564 Conclusion 568 Notes 568 About the Author 569 Index 571

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Book SynopsisA comprehensive guide to the world of mergers and acquisitions Why do so many M&A transactions fail? And what drives the success of those deals that are consummated? Robert Bruner explains that M&A can be understood as a response by managers to forces of turbulence in their environment. Despite the material failure rates of mergers and acquisitions, those pulling the trigger on key strategic decisions can make them work if they spend great care and rigor in the development of their M&A deals. By addressing the key factors of M&A success and failure, Applied Mergers and Acquisitions can help readers do this. Written by one of the foremost thinkers and educators in the field, this invaluable resource teaches readers the art and science of M&A valuation, deal negotiation, and bargaining, and provides a framework for considering tradeoffs in an effort to optimize the value of any M&A deal.Table of ContentsForeword xv Preface xvii Part One Introduction and Key Themes 1 Chapter 1 Introduction and Executive Summary 3 “How Can My Team Do Better Than the Averages?” A Framework for M&A Success. Seven New Big Ideas Worthy of the Best Practitioners. Chapter 2 Ethics in M&A 13 Why Should One Care? In Whose Interests? What Is Good?— Consequences, Duties, Virtues. Promoting Ethical Behavior. Greenmail Case: Walt Disney, 1984. Chapter 3 Does M&A Pay? 30 The Measurement of M&A Profitability: Better Than What? Findings Based on the Analysis of Returns to Shareholders. Findings Based on the Analysis of Reported Financial Performance. Findings about the Drivers of Profitability. Findings from Surveys of Executives. Findings from Clinical Studies. Part Two Strategy and the Origination of Transaction Proposals 67 Chapter 4 M&A Activity 69 M&A Activity Appears in Waves. Explanations of M&A Activity. “Creative Destruction” as the Driver of M&A Activity. The Many Forms of Economic Turbulence, and Where to Look for It. Turbulence Drives M&A Activities and Opportunities. Chapter 5 Cross-Border M&A 98 Cross-Border M&A Activity. M&A within Regions and Trading Blocs. Drivers of and Returns from Cross-Border M&A. Strategic Analysis of Countries: Getting a “View.” Chapter 6 Strategy and the Uses of M&A to Grow or Restructure the Firm 123 Setting Strategy. Expansion by Inorganic Growth. Restructuring, Redeployment, and Sale. Choosing a Path. Does It Pay to Diversify or Focus the Firm? Chapter 7 Acquisition Search and Deal Origination: Some Guiding Principles 183 Eight Principles of Acquisition Search. Case Study: Kestrel Ventures LLC. Part Three Diligence, Valuation, and Accounting 205 Chapter 8 Due Diligence 207 The Concept of Due Diligence. Principles and Strategies. Timing, Team, and Outputs. The Target’s View: The Data Room and Its Pressures. Focus on Knowledge. Excellence in Due Diligence. Chapter 9 Valuing Firms 247 Rule #1: Think Like an Investor. Rule #2: Intrinsic Value Is Unobservable; We Can Only Estimate It. Rule #3: An Opportunity to Create Value Exists Where Price and Intrinsic Value Differ. Rule #4: So Many Estimators, So Little Time—It Helps to “Have a View.” Rule #5: Exercise Estimators of Intrinsic Value to Find Key Value Drivers and Bets. Rule #6: Think Critically; Triangulate Carefully. Rule #7: Focus on Process, Not Product. Rule #8: When in Doubt, see Rule #1. Valuation Case: Chrysler Corporation, March 1998. Chapter 10 Valuing Options 296 Option Basics. Option Theory. Option Applications. A Practical Guide to Financial Option Valuation, with Some Important Caveats. Chapter 11 Valuing Synergies 325 The Concept of Synergy. Synergy Estimates Must Be a Central Focus of M&A Analysis. A Framework for Synergy Analysis. Estimating Synergy Value, with Examples. Synergies in the Daimler/Chrysler Merger. Rules of Thumb. Chapter 12 Valuing the Firm across Borders 348 How Borders Affect M&A Valuation. Strategy for DCF Approach: Home versus Foreign Valuation. Adjusting Cash Flows. Estimating the Discount Rate. Recapitulation: Valuation Process with Adjusted CAPM. Valuation Cases across Borders. Chapter 13 Valuing the Highly Levered Firm, Assessing the Highly Levered Transaction 393 The World of Highly Levered Firms. The Effect of Leverage on Firm Value. The “Whole Deal” Approach. A Case in Leveraged Recapitalization: Koppers Company. LBO Case: MediMedia International, Ltd. LBO Case #2: Revco Drug Stores. Chapter 14 Real Options and Their Impact on M&A 424 Types of Real Options. Where Real Options Appear in M&A. Why Not Value Everything as an Option? How to Assess the Impact of Real Options. Four Mini-Cases in the Analysis of Real Options. Chapter 15 Valuing Liquidity and Control 455 Adjusting Values for Discounts and Premiums. Where Do Illiquidity Discounts Come From? Where Do Control Premiums Come From? Interaction of Liquidity and Control. Case Study: Volvo/Renault, 1993. Chapter 16 Financial Accounting for Mergers and Acquisitions 478 Overview of Purchase Accounting. How to Interpret Reported Financial Results from a Business Combination. Linkage among Accounting Choices, Form of Payment, Financing, and Price. Dangers of Earnings Management. Chapter 17 Momentum Acquisition Strategies: An Illustration of Why Value Creation Is the Best Financial Criterion 511 Four Cautionary Tales. Momentum Acquisition Strategies. The Arguments for and against Momentum Acquiring. Value Creation Is the Best Criterion for Evaluating Acquisition Strategies. Momentum versus Value Strategies. Part Four Design of Detailed Transaction Terms 529 Chapter 18 An Introduction to Deal Design in M & A 531 Deal Structures Are Solutions to Economic Problems. Possible Desirables in Designing a Deal. Design Leads to Results. Each Deal Is a System: The “Whole Deal” Perspective. Some Implications for the Deal Designer. Chapter 19 Choosing the Form of Acquisitive Reorganization 547 Five Key Concerns for the Deal Designer. Deals That Are Immediately Taxable to the Selling Shareholders. Deals That Defer Tax to the Selling Shareholders. Chapter 20 Choosing the Form of Payment and Financing 564 Patterns and Trends in Form of Payment. Does Form of Payment Matter? Considerations in Selecting the Form of Payment. Assessing the Financing Aspects of a Deal. Chapter 21 Framework for Structuring the Terms of Exchange: Finding the “Win-Win” Deal 589 A Model for Critically Assessing Exchange Ratios. Uses and Illustration of the Model. Extension to Cash-for-Stock Deals. Choosing Exchange Ratio Targets in the “Win-Win” Zone. Chapter 22 Structuring and Valuing Contingent Payments in M&A 609 Contingent Payments in M&A. Earnouts Can Be Useful; But If So, Why Aren’t They Ubiquitous? Earnouts Are Options on Future Performance. Structuring an Earnout. Tax and Accounting Considerations. A Generic Approach to Valuing Earnout Instruments. The Eli Lilly Case. Proposing and Negotiating an Earnout and Other Contingent Payments. Chapter 23 Risk Management in M&A 636 Value at Risk When a Deal Fails. Transaction Risk: Types and Sources. Types of Risk Management. Collars and Their Analysis. Contingent Value Rights Case. Staged Acquiring Case. Where and When to Manage Risk. Chapter 24 Social Issues 668 The Importance of Social Issues in M&A. Survey of Social Issues. Impact of Social Issues on Attractiveness of the Deal. Case Studies in the Role of Social Issues. Part Five Rules of the Road: Governance, Laws, and Regulations 683 Chapter 25 How a Negotiated Deal Takes Place 685 The Deal Shaping Process. Risks: How the Process Can Get Derailed. Transaction Planning and Preparation. Initiating Discussions. First-Round Documents. The Definitive Agreement. Disclosures to Investors and Regulators. Gaining Approval. Case Study: Daimler-Benz and Chrysler. Chapter 26 Governance in M&A: The Board of Directors and Shareholder Voting 703 Governing Well Is Hard to Do. Good Governance Pays. How Shareholders Rule. Fiduciary Duties of Target Directors in Considering M&A. Preparing for the Board’s Review of a Deal. How Can Firms Be Governed Better? Chapter 27 Rules of the Road: Securities Law, Issuance Process, Disclosure, and Insider Trading 725 Overview of Key Securities Laws and Rules. International Law Comparison. Disclosures. Insider Trading. Observance of Deal Process. Chapter 28 Rules of the Road: Antitrust Law 742 Antitrust Law: History and Motives. How Antitrust Regulators and Laws Affect M&A. U.S. Antitrust Merger Guidelines. Premerger Review Process in the United States. Antitrust Regulation of M&A in the European Union. Critical Perspectives on Antitrust Policy. Chapter 29 Documenting the M&A Deal 766 First-Round Documents. Definitive Agreement. Merger Proxy Statement and Prospectus. Part Six Competition, Hostility, and Behavioral Effects in M&A 771 Chapter 30 Negotiating the Deal 773 The Relevance of Negotiation Process. Behavioral Finance. Influencing Bargaining Outcomes: An Overview of the Challenge. How to Prepare for a Negotiation. Managing the Negotiation Process Proactively. Chapter 31 Auctions in M&A 790 Auction Structures and Motives. Advantages and Disadvantages of Auctions. Auctions in Practice: The Case of RJR Nabisco. The “Winner’s Curse” in M&A: Is It Real? Some Practical Advice to Sellers in Auctions. Chapter 32 Hostile Takeovers: Preparing a Bid in Light of Competition and Arbitrage 804 Takeovers Are Games. A Profile of Hostile Takeovers. Beware of the Players, Both on the Field and Off. The Arb Is the Consummate Economic Actor. Interpreting Arbitrage Spreads. The Arb Assesses a Recapitalization Proposal in Terms of Blended Value. Government Constraints on the Game. Selling Shareholders Face a Prisoner’s Dilemma. To Set a Bid Price: Think Like an Investor. The Game Has Implications for Design and Defense of Takeovers. Chapter 33 Takeover Attack and Defense 824 The Prevalence of Antitakeover Defenses. Profile of the Target of a Hostile Bid. Optionality in Takeover Attack and Defense. Tactics of Takeover Attack. Tactics of Takeover Defense. Implications for the Practitioner. Chapter 34 The Leveraged Restructuring as a Takeover Defense: The Case of American Standard 856 The American Standard Case. The Response. Of Parachutes, Pills, and Litigation. Restructuring Defenses. When Does a Restructuring Make Sense? Part Seven Communication, Integration, And Best Practice 877 CHAPTER 35 Communicating the Deal: Gaining Mandates, Approvals, and Support 879 Core Challenges to Effective Communication. Some Guiding Principles for Communicating the Deal. Presenting the “Concept Proposal.” Communicating the Deal to the Board for Approval. Communicating with Employees. Announcing the Deal to the Public. Chapter 36 Framework for Postmerger Integration 891 Integration Strategy. Implementation of Integration Strategy. The Case of Union Bank of Switzerland and Swiss Bank Corporation. Integration as Transformation. Chapter 37 Corporate Development as a Strategic Capability: The Approach of GE Power Systems 914 Business Development at GE Power Systems. Deal Process at GE Power Systems. The M&A “Factory”: Operationalizing Business Development. Implications for Best Practice. Chapter 38 M&A “Best Practices”: Some Lessons and Next Steps 926 Some Elements of M&A Best Practice. Where the Sidewalk Ends. Developing Best Practitioners. The End of It All. About the CD-ROM 939 References and Suggestions for Further Reading 945 Index 1001

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Book SynopsisFive Frogs on a Log offers readers an entertaining andno-nonsense field guide to the mergers and acquisitions jungle,packed with insight and instruction for executing corporate changeand capturing shareholder value. Whether you''re buying anothercompany or acquiring a new vision of the future, this book proffersan unconventional perpsective and a practical, readily accessibleset of solutions to the single greatest challenge facing today''smanagers: execting rapid transitions in mergers, acquisitions andgut wrenching change.Trade Review"…a light but very informative read…" (Internet Works, September 2003)Table of ContentsAcknowledgements xi Foreword xiii Mergers, Acquisitions, and Large-Scale Change Introduction: The Salado River xvii The Seven Deadly Sins of Transitions 1. Opportunity Lost 1 The Dealmakers’ Nightmare 2. The Ugly Truth 7Deciding Is Easy, Executing Is Hard 3. More Ugly Truth 15 Why Performance Deteriorates 4. The Law of the Band-Aid 31 The Need for Accelerated Transition 5. 260 Priorities 37Economic Value Creation 6. Windshield Watching in Seattle 53 Early Communication and Stability 7. No Secrets, No Surprises, No Hype, No Empty Promises 69 Connecting with Your Stakeholders 8. Five Frogs on a Log 89 Launching Transition Teams 9. Acute Structural Anxiety 107 Organization Structure and Role Clarity 10. The Two-and-a-Half-Ton Truck 119 Policies and Practices 11. The Ultimate Scapegoat 137 Unconventional Advice About Culture 12. The Blind Man’s Dog 169 Value Creation Incentives 13. The North Bank 183 Index 187

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Book SynopsisA complete how-to guide to a 100% financed business. How to Buy a Great Business with no Cash Down Bestselling author Dr.Table of ContentsWho Needs Cash?. Building Your Financial Pyramid. Prospecting for No Cash Down Deals. Beware of Booby Traps. What Is the Business Worth?. Going Where the Money Is. Partners for Profit: Your Brains, Their Cash. How to Turn a Seller's Nightmare Into a Dream Business. Supplier Financing: Yours for the Asking. A Little Cash Flow Can Go a Long Way. Twelve More No Cash Down Techniques. Negotiating to Win. Closing Your No Cash Down Deal. Pyramid Your No Cash Down Deal. Sell for No Cash Down. Index.

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Book SynopsisPrivate Equity Examining the New Conglomerates of European Business a This is the authoritative work on private equity, giving the business manager a genuine insight into how this relatively new form of ownership works. a Frank Neale, Phildrew Ventures a A truly revealing insight into the world of private equity, MBOs and MBIs.Table of ContentsWhat They Do and Why It Matters. How They Developed. Why Their Deals Succeed or Fail. Extracting the Value. The Dealmakers-Who They Are and What They Invest In. The Investors Behind Them. The Good, the Bad, and the Ugly. Exit Routes-Nailing the Return. Private Investors and Private Equity. Private Equity Online. The European Challenge. The Secret Multinationals. Glossary. IRR Ready Reckoner. Selected Bibliography. Index.

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Book SynopsisIllustrating the pitfalls and alerting practitioners to common mistakes, whilst setting out the number of processes involved, this is a guide on setting out to acquire a business.

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Book SynopsisHarold Lewis is a writer, editor and independent consultant with more than 30 years' professional experience of working with businesses of all kinds and with private and public sector clients. He has written over 300 successful bids and proposals, including successful bids for contracts from private and public sector organizations. His responsibilities have included the role of Senior Consultant, Terms of Reference Expert and Proposal Evaluator on EC-funded technical assistance programmes. He has participated as a member of technical teams undertaking overseas projects funded by international, regional and bilateral development agencies, including the World Bank, Asian Development Bank, UNDP and DfID. He is also the Institute of Directors' specialist advisor on competitive bidding and tendering.Table of Contents Chapter - 01: Bidding to succeed; Chapter - 02: Bidding for public sector contracts; Chapter - 03: Tendering for the private sector; Chapter - 04: Bidding for research funding Chapter - 05: Tendering for international development contracts; Chapter - 06: Pre-qualifying for tender opportunities; Chapter - 07: Deciding whether or not to bid; Chapter - 08: Analysing the tender documents; Chapter - 09: Managing the bid; Chapter - 10: Talking to the client; Chapter - 11: Bidding in partnership; Chapter - 12: Thinking the work through; Chapter - 13: Developing and writing the bid; Chapter - 14: Explaining approach and method; Chapter - 15: Focusing on contract management; Chapter - 16: Defining outcomes and deliverables; Chapter - 17: Communicating added value; Chapter - 18: Presenting CVs; Chapter - 19: Describing professional experience; Chapter - 20: Making good use of graphics; Chapter - 21: Stating your piece; Chapter - 22: Electronic and hard-copy submission; Chapter - 23: Understanding how clients evaluate tenders; Chapter - 24: Presentations to clients; Chapter - 25: True stories

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Book SynopsisPart of a series that explains and discusses the unsatisfactory outcomes that result from many poorly conceived mergers, and bringing together academics from various disciplines, this title presents papers that integrate the disparate but growing body of literature on mergers and acquisitions.Table of ContentsCreating value through merger and acquisition integration, D.M. Schweiger, P. Very; integrating acquisitions, R. Pitkethly, et al;organisational change processes in international acquisitions, D. Faulkner, et al; managerial preferences in international merger and acquisition partners revisited - how are they influenced?, S. Cartwright, F. Price; value creation in large European mergers and acquisitions, M. Goergen, L. Renneboog; the operating performance of companies involved in acquistions in the UK retailing sector, 1977-1992, S. Burt, R. Limmack; shareholder wealth effect of diversification strategies - a review of recent developments, R. Limmack; mergers and acquisitions - past, present and future, P.N. Gauri, P. Buckley.

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Book SynopsisBrings together articles on Mergers and Acquisitions from academics around the world with the purpose of enhancing our knowledge of the process, from strategic analysis to integration. This work is the diversity of perspectives that creates an opportunity to learn from others.Table of ContentsList of Contributors. Introduction. (C. Cooper, S. Finkelstein). A Corporate Level Perspective On Acquisitions and Integration. (A. Chakrabarti, W. Mitchell). A New Way to Look at the Integration Challenge: The Reconciliation of Collective Representations. (J.M. Roch). Impact of Cultural Differences on Merger and Acquisition Performance: A Critical Research Review and an Integrative Model. (G.K. Stahl, A. Voigt). An Upper Echelons Explanation of Acquisition Outcomes. (P. Doyle Corner, A.J. Kinicki). Top Management Team Turnover in Mergers & Acquisitions. (J.A. Krug, R.V. Aguilera). Acquisition as a Mechanism of Market Evolution: An Evolutionary Perspective on How Acquisition Creates Value. (A. Fortune). M& A Strategies in Mature and Declining Industries: Theoretical Perspectives and Implications. (J. Anand). In the Market for Firms, How Should a Firm Be Sold? (I. Arikan).

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Book SynopsisMergers and acquisitions continue to be a primary vehicle of growth for companies around the world. Not only in the US and Europe, but also in Japan, China, and India senior executives are making bets on the future of their firms. This title helps scholars think about mergers and acquisitions, building our knowledge base on this critical topic.Table of ContentsThe Group Psychology of Mergers & Acquisitions: Lessons from the Social Identity Approach. Pre-Merger Identification: Ties with the Past Bind us to the Future?. A Comparative Overview of the Impact of Cultural Diversity on Inter-Organisational Encounters. Motive Archetypes in Mergers and Acquisitions (M&A): The Implications of a Configurational Approach to Performance. Explaining the Effect of M&A on Technological Performance. Stock Market Reactions to Knowledge-Motivated Acquisitions. The Importance of Target Firm Customers in Acquisitions of Technology-Based Firms. Acquiring Biopharmaceutical Research: Is Market Approval a Deal Breaker?. List of Contributors. Introduction.

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Book SynopsisJust as organizations have survived other recessions, they will come through this latest one-but they will need help to recover from it. In this book, acclaimed author and consultant Mitchell Marks offers the wisdom drawn from his many years of experience in helping organizations weather and manage the storms of mergers, acquisitions, and downsizing. Marks shows senior executives, team leaders, HR directors, and consultants how to get jaded employees back on track, carry them through the transition, and motivate them to perform at their best. He provides comprehensive guidance on transition management, explaining how to approach the new and create a context for recovery. And he details how to revitalize the entire organization-the individual spirit, teams and their performance, and organizational systems. Mitchell Lee Marks (San Francisco, CA) is an independent management consultant specializing in helping firms plan and implement mergers, restructurings, and other transitions. HTable of ContentsPreface. The Author. Part One: The Costly Impact of Transitions on Organizations and Their People. 1. Organizational MADness. 2. Unintended Consequences of Business Transitions. Part Two: Laying the Groundwork for Workplace Recovery: Understanding How People Adapt to Transitions. 3. The Opportunity and the Challenge. 4. Individual Adaptation to Transition. 5. The Realities and Requirements of Workplace Recovery. Part Three: The Four Elements of Workplace Recovery. 6. Empathy. 7. Engagement. 8. Energy. 9. Enforcement. Part Four: Solidifying the Context for Workplace Recovery. 10. Leading and Managing Workplace Recovery. Selected Bibliography. Index.

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Book SynopsisLeveraged buyouts (LBOs) are innovative and sometimes controversial transactions. Loading a target company with the debt used to acquire it requires careful judgement, and getting the balance right between debt-load and future performance can be a demanding challenge. The financial analyst''s role therefore sits at the heart of a successful leveraged buyout. It is his or her analysis of a target company and a prospective LBO which lays the foundation for a viable deal - or alerts parties to potential problems.This book assists financial analysts by explaining both the principles involved in leveraged buyouts, as well as detailing the ins and outs of putting together an industry-standard LBO analysis.Written by financial expert David Pilger, in lucid and accessible English it takes readers through:- the purpose, advantages, risks and outcomes of LBOs- the typical players in an LBO deal- step-by-step instructions on building an LBO analysis in Excel: from sources of funds, through income statements, cost structure, interest, EBITDA, cash flow, debt paydown and returnsEminently practical and authoritative, this is an indispensable guide for any finance professional or student looking to master a vital area of modern finance. By understanding the techniques and principles underlying LBO analysis, and by working through the model in this book, readers will acquire a deeper understanding of the LBO investor''s perspective - and be able to use these techniques as a practitioner in the financial industry.Table of ContentsAbout the Author Preface PART I. LEVERAGED BUYOUTS EXPLAINED 1. What is an LBO? 2. Leveraged Buyouts: The Purpose - Advantages of Leverage - Risks of Leverage - Outcomes 3. Players in a Leveraged Buyout 4. Anatomy of a Practitioner's Analysis - Overview of Financial Statements - Application of Financial Statements - LBO Analysis - Steps in Creating an LBO Analysis PART II. BUILDING AN ANALYSIS Overview of an Analysis 5. How Much and Who's Paying for it? - Sources of Funds - Leveraging Up - Transaction Enterprise Value - Measuring Value 6. Income Statement - Future Growth 7. Cost Structure - Expense - Revealing Ratios - In the Years Ahead 8. Income Statement Forecast - Forecasting Year 1 - Extending Our Projections - Checkpoint: Are We Right? 9. Interest - Setting the Stage - Taxes 10. EBITDA 11. Cash Flow 12. Outstanding Debt Balance - Paying Down Leverage - How Much is the Right Amount? - Excess Cash - Across the Five Years - Net Interest Income - Statistics and Ratio Analysis 13. Returns Analysis - Multiple of Money - Returns in the Future 14. Additional Ratio Analysis - Debt Ratios - Coverage Ratios 15. Sensitivity Analysis Conclusion Index

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Book SynopsisHelps scholars think about mergers and acquisitions in new ways, building our knowledge base on this critical topic. This book focuses on all three characteristics that make up this research field - studies from scholars in different countries, with different research questions, and relying on different theoretical perspectives.Table of ContentsList of Contributors. Introduction. Mergers and acquisitions: A review of phases, motives, and success factors. China's outward mergers and acquisitions in the 21st century: motivations, progress and the role of the Chinese government. Trust dynamics in acquisitions: The role of relationship history, interfirm distance, and acquirer's integration approach. Overcoming biases in M&A: A process perspective. Mergers and acquisitions as a response to intra-industry dependence. Political connections and family business diversification. Value creation in corporate acquisitions: Linking value creation logic, organisational capabilities and implementation processes. Beyond knowledge bases: Towards a better understanding of the effects of M&A on technological performance. Allure and danger of the boutiques: The influence of the specialization of investment bank on the acquirer's performance. Advances in Mergers and Acquisitions. Advances in Mergers and Acquisitions. Copyright page.

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Book SynopsisSolid guidance for selecting the correct strategic basis for mergers and acquisitions Examining how M&A fits in corporate growth strategies, Maximizing Corporate Value through Mergers and Acquisitions covers the various strategic reasons for companies entering mergers and acquisitions (M&A), with a look at those that are based on sound strategy, and those that are not. Helps companies decide whether M&As should be used for growth and increased corporate value Explores why M&A deals often fail to deliver what their proponents have represented they would Explains which types of M&A work best and which to avoid With insider guidance on what boards of directors should be aware of when evaluating proposed deals, Maximizing Corporate Value through Mergers and Acquisitions provides a sound foundation for understanding the risks involved in any mergers and acquisitions deal, before it''s too late.Table of ContentsPreface xiii Chapter 1 Merger Growth Strategy 1 Strategy and M&A 2 Introduction to M&A 4 Background and Terminology 5 Hostile Takeovers 5 Takeover Defense 8 Leveraged Transactions 10 Restructurings 12 Trends in Mergers 14 Notes 20 Chapter 2 Growth through Mergers and Acquisitions 21 Is Growth or Increased Return the More Appropriate Goal? The Case of Hewlett-Packard 21 M&A Must Fit the Strategy—Not the Other Way Around 24 Strategy Should Not Be Just M&A 25 Organic Growth or Growth through M&A 25 Acquisition and Development versus Research and Development 26 Can M&A Be Effectively Used to Buy Growth? 30 Success in Core Business Does Not Always Translate to Success with M&A Strategy: Focus on Microsoft 31 Growth through Bolt-On Acquisitions 31 Knowing When to Exit a Business 35 From Growth through M&A to Growth through Organic Expansion 36 Controlling the Runaway Dealmaker CEO 38 Using M&A to Achieve Growth in a Slow-Growth Industry 40 Squeezing Out Growth in a Slow-Growth Industry Using Multiple Options 40 Dealing with a Slow-Growth Business and Industry 42 Geographical Expansion through M&A 46 International Growth and Cross-Border Acquisitions 47 Taking Advantage of Currency Fluctuations to Pursue High-Growth M&A 47 Finding Growth in High-Growth Markets 49 Cyclical Companies Achieving Growth in Recessed Markets 50 Notes 52 Chapter 3 Synergy 53 What Is Synergy in the Context of M&A? 53 Achievement of Synergy: A Probabilistic Event 55 Types of Synergy 58 Industries’ Pursuit of Cost Economies 65 Research on Operating Economies in M&A 69 Economies of Scope 70 Scope Economies and the One-Stop Shop 72 Copycat Following of Another Firm’s Foolish M&A Strategy 74 Cost Economies in Banking Mergers: United States versus Europe 75 Internationalization Theory of Synergy and Information-Based Assets 79 Notes 89 Chapter 4 Diversification 91 Diversifying M&A in the Conglomerate Era 91 Modern-Day U.S. Conglomerates 92 Portfolios of Companies 95 Theoretical Basis for Diversification 98 Applying Portfolio Theory to Conglomerates? 99 Diversification and the Acquisition of Leading Industry Positions 100 Achieving a Number One or Two Ranking Is Not a Panacea 102 Diversification to Enter More Profitable Industries 102 Empirical Evidence on Diversification 103 Empirical Evidence on the Acquisition Programs of the 1960s 103 How Likely Is It That Diversifying Acquisitions Will End Up Being Sold Off? 104 Is There a Diversification Discount? 105 Focus Hypothesis 106 Types of Focus Increases 106 Focus-Increasing Asset Sales Raise Value 107 Explanation for the Diversification Discount 107 Related versus Unrelated Diversification 108 Why Are Very Diversified Companies Allowed to Form? Beware of the Empire Builders 111 Do Managerial Agendas Drive M&A? 113 Notes 114 Chapter 5 Horizontal Integration and M&A 117 Advantages of Holding the One and Two Position in the Industry 117 Benefits of Size: Spotlight on the Mobile Telecommunications Industry 119 Motivation to Increase Size 122 Competitive Pressures of Competitors’ M&A Program 122 Horizontal Deals: Acquisitions of Competitors and Their Competing Brands 124 Sprint–Nextel Horizontal Deal: One of the Worst in M&A History 125 Declining Industry Demand Necessitating Industry Consolidation 128 Synergistic Gains and Horizontal M&A 129 Net Benefits of Horizontal Deals = Synergistic Gains – (Easy to Measure Costs + Hard to Measure Costs) 133 Horizontal Merger Success, Target’s Size, and Post-M&A Integration Costs 134 Mergers of Equals 136 Mergers of Equals and Challenges of Integration 137 Mergers-of-Equals Research: Acquirers versus Target Gains 139 Competitive Advantages of Horizontal Deals: Case Study—InBev and Anheuser-Busch 139 Regulatory Concerns on Merger Integration 141 Horizontal M&A and Market Power: An Economic Perspective 143 Empirical Evidence on Whether Firms Pursue M&A to Achieve Market Power 145 Countervailing Power, Industry Concentration, and M&A 147 Horizontal Integration, Consolidation, and Roll-Up Acquisition Programs 155 Notes 156 Chapter 6 Vertical Integration 159 Benefits of Vertical Integration 159 Risk and Vertical Integration 159 Vertical Integration as a Path to Global Growth 160 How Owning Your Own Supplier Can Be a Competitive Disadvantage 163 Vertical Integration as a Natural Outgrowth of a Business 165 Vertical Integration: A Growth Strategy? 168 Continually Reevaluating a Vertical Integration Strategy 173 Regulation of Vertical Integration 176 Copycat Vertical Integration 177 Note 178 Chapter 7 Growth through Emerging Market M&A 179 Economic Condition of Major Economies in the Postsubprime World 180 Low-Growth Markets’ Diminishing Returns 181 Role of Demographics 182 The Next 11 183 M&A Is Not Always the Best Way of Accessing High-Growth Markets 184 High-Growth Regions and Countries 185 Risks of Emerging Markets 208 Entering Large Slow-Growth Markets Instead of Fast-Growth Emerging Markets 210 Reducing Country M&A Risk: Investing in Local Companies That Engage in Substantial Emerging Market M&A 211 Finding Growth in High-Growth Markets 213 Emerging Market Acquirer 216 China and Its Emerging Market Acquirers 218 Notes 220 Chapter 8 Joint Ventures and Strategic Alliances as M&A Alternatives 221 Contracts versus Joint Ventures 222 Potential Problems with Joint Ventures and Strategic Alliances 222 Shareholder Wealth Effects of Joint Ventures 224 Shareholder Wealth Effects by Type of Venture 225 Relatedness and Size 226 Market’s Assessment of Risk of Joint Ventures 227 Strategic Alliances 227 Strategic Alliance Process 228 Shareholder Wealth Effects of Strategic Alliances 229 Shareholder Wealth Effects by Type of Alliance 229 Notes 230 Chapter 9 Role of Corporate Governance in M&A 233 Agency Cost Problem 233 CEO Compensation and Agency Costs 235 Do Shareholders Get Value for the High Compensation Paid to U.s. Ceos? 237 Board Characteristics and CEO Compensation 238 Benchmarking and How Boards Determine CEO Compensation 239 Are the High Paid Superstar CEOs Simply Worth the Money? Not 240 Are CEOs Paid for Luck? 241 CEO Compensation and M&A Programs 241 Do Boards Pay CEOs for Doing M&A? 241 Do Boards Punish CEOs for Doing Bad M&As? Case of Rio Tinto 242 Golden Parachutes and M&A 243 CEO Severance Payments 243 Are CEOs Evaluating M&A by Thinking, “What’s in It for Me?” 244 CEO Overconfidence and M&A 244 Are Overconfident CEOs Good for Anything? 245 Management Compensation and Post-Acquisition Performance 245 Role of the Board of Directors 246 CEO Tenure, Board Composition, and the Disciplinary Effects of Takeovers 257 Antitakeover Measures 257 Corporate Governance and the Divestiture Decision 259 Notes 259 Chapter 10 Downsizing: Reversing the Error 263 Analyzing the Strategic Fit of a Business Unit 266 Market Conditions 267 Regulatory Concerns 267 Divestiture Likelihood and Prior Acquisitions 267 Another Option: Equity Carve Out 268 Another Option: Spinoff 269 Spinoff or Equity Carve Out: Which Option Is Better? 270 Another Option: Split-Off 272 Tax Effects 272 Shareholder Wealth Effects of Selloffs 272 Round Trip Wealth Effects 274 Spinoffs as a Means of Increasing Focus 274 Differences in Types of Focus Increases 275 Shareholder Wealth Effects of Spinoffs: United States versus Europe 278 Corporate Governance and Selloffs 279 Managerial Ownership and Selloff Gains 280 Activists and Selloffs 280 Market Liquidity and the Decision to Sell a Unit 280 Involuntary Selloffs 281 Voluntary/Involuntary Selloffs 281 Voluntary Defensive Selloffs 282 Tracking Stocks 283 More Drastic Solutions: Voluntary Bust-Ups 285 Recent Major Exceptions to Positive Shareholder Wealth Effects of Selloffs 286 Notes 289 Chapter 11 Valuation and Merger Strategy 291 Financial versus Nonfinancial Buyers 291 Target and Bidder Valuation Effects 293 What Types of Acquiring Firms Tend to Perform the Poorest? 295 Premiums 295 Historical Trends in Merger Premiums 296 Stock Market Activity and Merger Premiums 297 Stock Market–Driven Acquisitions 298 Determinants of Acquisition Premiums 298 Premiums from Strategic Mergers 298 Hubris and Merger Premiums 299 Early Research 300 Later Research 300 Winner’s Curse Hypothesis of Takeovers 301 Campeau’s Mega-Bust 302 Research on Winner’s Curse of Takeover Contests 304 Market Performance, Valuation, and Takeover Probability 304 Deal Size and Shareholder Wealth 305 Valuation Analysis and Source of the Flaws in Bad Deals 306 Comments of the Residual Value 308 Free Cash Flows 308 Cost Cutting and Historical Free Cash Flows 309 Growth Rate for Projection 310 Capitalization Rates and the Exit Multiple 310 Discount Rate 311 Whose Capital Costs Are We Measuring? 313 Using the Build-Up Method 313 Short-Term Interest Rate Trends 315 Using Comparables 316 Public versus Private Acquirers 316 Public versus Private Sellers 318 Notes 321 About the Author 325 Index 327

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Book SynopsisAs part of Deloitte Consulting, one of the largest mergers and acquisitions (M&A) consulting practice in the world, this title reveals in M&A Information Technology Best Practices how companies can effectively and efficiently address the IT aspects of mergers, acquisitions, and divestitures.Table of ContentsPreface xv Acknowledgments xix Part I Introduction Chapter 1 Introduction to the IT Aspects of Mergers, Acquisitions, and Divestitures 3 Varun Joshi and Saurav Sharma Role of IT in M&A 4 Due Diligence 6 Integration/Separation Planning 8 Integration/Separation Execution 16 Wrapping It Up 20 Chapter 2 The Role of IT in Mergers and Acquisitions 23 Peter Blatman and Eugene Lukac Quest to Capture Synergies 24 Capturing the Benefits 26 Wrapping It Up 32 Chapter 3 Aligning Business and IT Strategy during Mergers, Acquisitions, and Divestitures 35 Jason Asper and Wes Protsman The Business-Aligned Integration Model 36 Enterprise Blueprint and IT Alignment 38 IT’s Role in Functional Blueprinting 39 Decision Making and Business Alignment 43 Business Alignment in Due Diligence 43 Wrapping It Up 44 Chapter 4 Mergers and Acquisitions IT Strategy, Approach, and Governance: IT and Its Customers 47 Chris DeBeer and Michael H. Moore Strategy 48 Approach 49 Governance 50 Finance 51 Operations 54 Human Resources 57 Information Technology 60 Wrapping It Up 66 Part II Information Technology’s Role in Mergers, Acquisitions, and Divestitures Chapter 5 IT Due Diligence Leading Practices 69 Mark Andrews and David Sternberg Objectives and Complexities of IT Due Diligence 70 Areas of Investigation 72 Proprietary or Product Technology–Driven Due Diligence 76 Impact of Transaction Type on the Due Diligence Investigation 77 Investigation for Strategic Buyers versus Financial Buyers 78 Considerations of Planning IT Due Diligence 79 Considerations of Conducting IT Due Diligence 82 Considerations of Finalizing IT Due Diligence 86 Tying Due Diligence to the Next Steps in the Post-Merger Process 88 Wrapping It Up 88 Chapter 6 IT Infrastructure Aspects of Mergers, Acquisitions, and Divestitures 91 Rick Kupcunas, Mike Trisko, Jeffry Sprengel, and Mushtaque Heera IT Infrastructure Blueprinting 91 IT Infrastructure Planning 93 IT Infrastructure Dependencies 100 Wrapping It Up 102 Chapter 7 M&A IT and Synergies 105 Jim Boland, Ronald Goldberg, Colin Hartnett, Sunil Rai, and Stephen Ronan IT’s Role and Contribution to Synergy Capture 105 Synergy Capture and Benefits Tracking during the Merger, Acquisition, and Divestiture Lifecycle 120 Wrapping It Up 135 Chapter 8 Supporting Business Objectives with M&A-Aware Enterprise Architecture 137 Pavel Krumkachev, Shalva Nolen, Nitin Prabhakar, and Rajat Sharma Sources of IT-Related Synergies during M&A 137 Post-Merger IT Integration Planning: The Model Makes the Difference 139 M&A-Aware Enterprise Architecture Models 139 Divestitures and the Enterprise Architecture Frameworks 143 Wrapping It Up 144 Chapter 9 The Importance of a Tested IT Strategy and Approach for Mergers, Acquisitions, and Divestitures 145 Pavel Krumkachev, Shalva Nolen, Nitin Prabhakar, and Rajat Sharma M&A IT Organization and Strategy 145 A Tested and Repeatable Approach for IT Integrations 149 A Tested and Repeatable Approach for IT Divestitures 152 Wrapping It Up 155 Chapter 10 Cloud Considerations for M&A IT Architecture 157 Mike Brown Understanding Cloud Solutions 157 Types of Cloud Solutions 158 Cloud Solution: Potential Benefits 158 Opportunity during Post-M&A Integration 158 Cloud Solutions for Post-M&A Plug-and-Play IT Frameworks 159 Determining Suitability for Cloud Solutions 160 Assessing Cloud Migration Timing 160 Establishing a Cloud Strategy 162 Evaluating Cloud Providers 163 Cloud Solution Success Factors 164 Wrapping It Up 165 Chapter 11 Data Implications of Mergers and Acquisitions 167 Sascha Elsing Criticality of Data Management in M&A Transactions 167 Data Governance and Organizational Considerations 167 Data Confidentiality, Privacy, Security, and Risk Management 168 Data Archiving Requirements 168 Data Management Road Map 169 Customer Data Considerations 172 Wrapping It Up 173 Chapter 12 Using M&A to Streamline the Applications Portfolio 175 Colin Whiteneck, Joydeep Mukherjee, Ted Veterano, and Venky Iyer Overview of an Applications Rationalization Program 178 Achieving Cost Synergies through Applications Rationalization 178 Achieving Operational Synergies through Applications Rationalization 182 Technology and Cost Impact in a Divestiture Event 188 Emerging Trends 193 Best Practices for Applications Rationalization in an M&A Scenario 194 Wrapping It Up 198 Chapter 13 Third-Party Contracts in M&A: Identifying and Managing Common Implications 199 Christine McKay, Joseph Joy, Ramkumar Jayaraman, and Ninad Deshmukh Challenges Inherent in Different Types of M&A Transactions 200 Typical Realities 200 Primary Challenges 204 Tackling Challenges 206 Program Management 215 Wrapping It Up 217 Case Studies 218 Lessons Learned 221 Chapter 14 M&A IT Architecture and Infrastructure: Developing and Delivering Transition Services Agreements 225 Olivier May and Kevin Charles Plan Early and Resource Appropriately 227 Foster Deal Team and Business Collaboration to Document Appropriately 229 Price Services Conservatively 231 Establish a Practical Governance Approach 235 Plan Exits and Remove Stranded Costs 247 Wrapping It Up 250 Chapter 15 Day 1 Implications for IT Functions 253 Sejal Gala and Sandeep Dasharath Top Day 1 Priorities for IT 253 Wrapping It Up 263 Chapter 16 Transition Services Agreement (TSA)—Untangling the Web 265 Simon Singh, Nikhil Uppal, and Jennie Miller Key Considerations for Drafting an Effective TSA 267 Structuring the TSA 270 Managing TSAs 271 Governance of TSA Services through a Parallel Structure 273 Rationale for Accelerated Exit of a TSA 278 Key Considerations for TSA Exit 279 Wrapping It Up 281 Chapter 17 IT Risk, Security, and Controls in M&A: Identifying and Managing Common Considerations 283 David Caruso, Kelly Moynihan, John Clark, Jamie Fox, Joseph Joy, and Scott Kaufman Understanding the IT Risk, Security, and Controls Current State 283 Practices for Managing IT Risk, Security, and Control Considerations 293 Wrapping It Up 301 Part III The People Aspects of Mergers, Acquisitions, and Divestitures Chapter 18 The Role of the CIO in Mergers, Acquisitions, and Divestitures 305 Irwin Goverman The Double-Duty Role 305 The Internal Role 307 The External Role 314 Some Lessons Learned 317 Wrapping It Up 320 Chapter 19 The Role of CFO 321 Rich Rorem, Trevear Thomas, Nnamdi Lowrie, Heith Rothman, Venkat Swaminathan, Chelsea Gorr, Jenny Xu, and Mia Velasquez Strategist Face 324 Catalyst Face 329 Operator Face 332 Steward Face 338 Wrapping It Up 341 Chapter 20 Managing the People Side of IT M&A 345 Tammie Potvin, Don Miller, Suseela Kadiyala, Michael Proppe, Sarah Hindley, and Laurel Vickers Key Priority: Communicating for Impact 346 Merger Stages 348 Effective M&A Communication 351 Key Priority: Defining the Future-State IT Organization 352 Steps in M&A Organization Design 353 Key Priority: Assessing and Selecting IT Talent 358 Key Priority: Managing Change 363 Start with Your Leadership Team 363 Transition Employees 366 Consider Cultural Implications 367 Assess Integration Progress 369 Wrapping It Up 370 Chapter 21 Planning for Business Process Changes Impacting Information Technology 373 Blair Kin Pre-Day 1 Planning 373 Day 1 Integration Imperatives 376 Long-Term Integration Requirements 380 Wrapping It Up 388 Part IV M&A IT Project Governance, Testing, and Business Intelligence Chapter 22 Integration Management Office Best Practices 393 David Lake and Mauro Schiavon Roles and Responsibilities 393 Key Activities 395 Sample IMO Templates and Deliverables 398 Managing the Deal 398 Wrapping It Up 403 Chapter 23 IT Program Governance during the Deal 405 John Uccello Establish Governance Model 405 Establish the Program Management Office 408 Execute the Plan 413 Wrapping It Up 415 Chapter 24 Important Role of Data in an M&A Transaction 417 Lynda Gibson, Anil Tondavadi, and Chris Vu Current Challenges and Lost Opportunities 418 Top 10 Ways to Use Information Management to Improve M&A 419 Wrapping It Up 438 Chapter 25 Overview of Testing 439 Angela Mattix Types of Testing 439 Testing Functions and Tools 443 Test Preparation Activities 444 Timing of Testing 446 Wrapping It Up 448 Part V Conclusion Chapter 26 Why Mergers, Acquisitions, and Divestitures Fail, and Considerations to Help Avoid a Similar Fate 451 Nikhil Menon M&A Risks 452 Common Pitfalls 453 Critical Success Factors 455 Wrapping It Up 457 Chapter 27 M&A IT Key Success Factors 459 Nadia Orawski and Luke Bates Key Success Factors 459 Wrapping It Up 461 Chapter 28 M&A IT, Summing It All Up 463 Habeeb Dihu, Nadia Orawski, Justin Calvin, Luke Bates, Bryce Metro, and Eric Niederhelman Best Practices 464 Best Practices to Be Considered Prior to the Deal 464 M&A IT Strategy, Approach, and Governance Best Practices 467 M&A IT Security and Privacy Implications Best Practices 472 M&A IT and Synergies Best Practices 473 M&A IT Contracts Best Practices 473 M&A IT Organizational Implications Best Practices 475 Best Practices to Consider in Order to Execute the Deal 477 Lessons Learned 478 Wrapping It Up 479 Appendix A M&A IT Playbook Overview 493 Joseph Joy, Shalva Nolen, Simon Singh, and Nikhil Uppal Appendix B Sample M&A IT Checklists 509 Shalva Nolen, Sreekanth Gopinathan, and Devi Aradada Appendix C M&A IT Sample Case Studies 521 Manish Laad, Abhishek Mathur, and Prasanna Rajappa About the Editor 531 About the Website 533 Index 535

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Book SynopsisAlmost 70% of mergers fail, yet deals are essential for growing world-class companies. Therefore they must use all the tools and techniques at their disposal to improve their chances of success.Table of ContentsIntroduction to the Second Edition ix 1 The Need for Intelligence in Mergers and Acquisitions 1 2 Business Intelligence 37 3 Designing the Acquisition Process 69 4 Controlling the Advisors 101 5 Identifying the Best Targets 119 6 The Best Defense 159 7 Due Diligence 193 8 Valuation, Pricing, and Financing 243 9 Negotiation and Bidding 283 10 Post-deal Integration 313 11 Post-deal Review 353 12 Conclusions 367 Bibliography and References 373 Index 383

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Book SynopsisA comprehensive introduction to today's M&A strategies Make the Deal is a direct and accessible guide to striking a powerful M&A deal.Table of ContentsAbout the Author vii CHAPTER 1 Introduction to Deal-Making 1 Deal-Making in Practice CHAPTER 2 Setting Up the Deal 7 Overview and Confidentiality Agreements CHAPTER 3 Setting Up the Deal 33 Key Provisions and Agreements CHAPTER 4 Architecture of the Acquisition Agreement 55 CHAPTER 5 Purchase Price 67 CHAPTER 6 Representations and Warranties 87 CHAPTER 7 Covenants 117 CHAPTER 8 Closing Conditions 131 CHAPTER 9 Termination Rights 149 CHAPTER 10 Material Adverse Effect 161 CHAPTER 11 Equity and Debt Commitment Letters 181 CHAPTER 12 Financing Risk 187 CHAPTER 13 Topping a Public Merger 217 CHAPTER 14 Indemnities 245 CHAPTER 15 Dispute Resolution 273 CHAPTER 16 Structuring M&A Deals 281 Index 309

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Book SynopsisTable of ContentsIntroduction ix Part I The Change Imperative 1 Chapter 1 Success Through Change 3 Chapter 2 What Is Bridgestone Americas? 7 Chapter 3 Recognizing a Need for Change 23 Part Ii the Six Lessons for Change 49 Chapter 4 A Prelude for Change 51 Chapter 5 Leadership: Lesson #1 55 Chapter 6 Vision: Lesson #2 95 Chapter 7 Culture: Lesson #3 107 Chapter 8 People: Lesson #4 123 Chapter 9 Alignment: Lesson #5 149 Chapter 10 Focused Execution: Lesson #6 161 Chapter 11 Restoring an Iconic Brand with the Six Lessons 171 Acknowledgments 177 About the Author 181 Index 183

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Book SynopsisA guide to the changing face of valuation in private firm M&A transactions. Based on the author's professional experience, it describes a sensible approach to using discounts in private company valuations and provides readers with an appreciation for the need to weigh a broader range of influences on value in the M&A process.Table of ContentsList of Exhibits ix Preface xiii 1 Introduction 1 1.1 Private Firms – Setting out their Stall 2 1.1.1 Introduction to SMEs in Different Countries 2 1.1.2 Introduction to Family Firms in Different Countries 3 1.2 The Relation Between the Two Dimensions of Private Firms 5 1.3 A Note on Germany and the German Mittelstand 5 1.3.1 Mittelstand vs. Family Firm 6 1.3.2 Mittelstand vs. SME 7 2 The M&A Transaction with Private Firms – A Process Analysis 9 2.1 The M&A Transaction – the Process and Important Elements 10 2.1.1 Preparation Phase 11 2.1.2 Marketing Phase 11 2.1.3 Due Diligence Phase 12 2.1.4 Negotiation Phase 13 2.2 Question 1: Which Factors Influence the M&A Process and the Transaction Price Paid? 14 2.2.1 The Seller – Disposal Motives 14 2.2.2 The Bidder – Acquisition Motives 16 2.2.3 Competition 16 2.2.4 Transaction Charges 18 2.2.5 Trust 18 2.3 Question 2: Which Factors May Play an Additional Role when the Target is an Independent Private Firm? 20 2.4 Question 3: How Can the Influence Factors be Analyzed – Setting the Model 24 2.4.1 Methodology 25 2.4.2 Data Set 29 2.5 Study Results 29 2.5.1 The Seller – Disposal Motives 32 2.5.2 The Bidder – Acquisition Motives 35 2.5.3 Competition 36 2.5.4 Transaction Charges 38 2.5.5 Trust in the Respective Counterparts 40 2.5.6 Study Results – Summary of Findings 45 2.6 Study Assessment 47 2.6.1 Limitations of the Study 48 2.7 Relationship Between the Study, Valuation Concepts and the Control Premium Discussion 49 Appendix A Measurement of Factors 50 I Measurement of Selling Pressure 52 II Measurement of Synergies 52 III Measurement of Competition 53 IV Measurement of Bidders’ Transaction Charges 57 V Measurement of Trust 60 3 Valuing Private Companies – the PCD 67 3.1 Liquidity vs. Marketability 67 3.2 Overview of Discounts and Premiums 68 3.3 Is a Discount for the Lack of Liquidity for a Controlling Ownership Interests Necessary? 69 3.4 Discounts in Praxis 70 3.5 DLL for Minority Interests 71 3.5.1 Cross-Sectional Differences 71 3.5.2 Controlled Differences 72 3.5.3 Restricted Stock Studies 72 3.5.4 Initial Public Offerings (IPOs) 74 3.5.5 Can Empirical Evidence for Minority Stakes be Used for a Controlling Ownership Interest in a Private Company? 76 3.6 The DLL for Control Ownership Situations and the PCD 77 3.6.1 Acquisition Approach 77 3.6.2 Which Factors Influence the Measurement of the PCD? 82 3.6.3 Determining the Appropriate Discounts with the Acquisition Approach: Study Selection and Assessment 91 3.6.4 Discount for the Lack of Marketability – Summary of Study Results 95 3.7 Understanding the Standards of Value 97 3.8 Understanding the Methodologies 102 3.8.1 Summary 105 3.9 Application Problems Resulting from Systematic Difference Between Market Environments and Company Classes 108 3.9.1 Economic Market Environment 108 3.9.2 Market Environment – Time 109 3.9.3 Firm Characteristics 112 3.10 Development of the Market Environment 115 3.11 PCD Study 120 3.11.1 Short Note on Methodology 120 3.11.2 The Data Sets 122 3.11.3 Results 123 3.12 Summary of Findings 144 3.12.1 General Recommendations for the Application of a PCD or DLL 146 3.12.2 How to Use the Study Results in this Book 146 3.12.3 Empirical Results Summary – Germany 147 3.12.4 Empirical Results Summary – North America 149 3.12.5 Empirical Results Summary – Western Europe 149 3.12.6 Empirical Results Summary – UK 150 3.13 Conducting a PCD Study 151 3.13.1 How to Proceed? 152 3.13.2 Which Multiples to Choose 152 3.13.3 Matching the Multiples – Computing the Discounts 153 3.13.4 Detecting Patterns – Data Clustering 154 3.13.5 Cross-Sectional Regression 160 3.13.6 Databases and Data Collection 164 3.13.7 Outlier Treatment 166 3.13.8 Measurement of Variables 166 Appendix B The PCD and the Relative Valuation Methodology 167 Appendix C How Different is the Mittelstand Compared to Dependent Private German Firms? 171 References 173 Databases 175 Glossary 177 Index 179

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Book SynopsisDenzil Rankine is chief executive and founder of AMR International, which has offices in London, Frankfurt and New York. Denzil has advised on agreed and hostile acquisitions and private equity transactions with values ranging up to $2 bn. Denzil is the author of four books on Mergers & Acquisitions.   Peter Howson is a director of AMR International, and has over 25 years' experience of M&A and business development both in industry and as an advisor.  He is a qualified accountant and has an MBA from Manchester Business School.  Table of Contents 1 The foundations 2 Finding candidates 3 Preliminary negotiations 4 Working with advisers 5 The integration plan 6 Investigating the target 7 Valuation 8 Negotiation 9 The sale and purchase agreement Index

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Book SynopsisRichard Newton is an experienced executive who has worked both as a management consultant and a senior manager in a number of major corporations. Over the past twenty years he has built a superb track record in the successful delivery of projects and business change, the setting up and management of project and business improvement teams, and advising companies on how to ensure successful delivery on an ongoing basis. He is an advocate and successful practitioner of simple approaches to project and change management.Table of Contents 1. Understand the journey and your role in it 2. Start from the right place 3. Finding clarity, making clarity 4. Identifying changes 5. Plan the change 6. Change and do the day job 7. Adapting to and adopting change 8. Talking about change 9. Arrive, sustain and move on Appendix 1: Summary questions Appendix 2: The executive’s role Appendix 3: Increasing your knowledge and getting help Appendix 4: Join the community

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Book SynopsisIn Business, strategy is king. Leadership and hard work are all very well and luck is mighty useful, but it is strategy that makes or breaks a business, organisation or team. Of course, it is easier to talk a good strategic game than it is to execute one. This book will help you turn your words into effective and successful actions.Table of ContentsAbout the author Acknowledgements Introduction How the book is organised Part 1 Getting to grips with strategy 1 How to be a brilliant business strategist 2 Strategic issues 3 Strategic directions Part 2 Business level strategy 4 Finding competitive advantage 5 Strategy as learning and innovation 6 Strategy, day to day 7 How to lead, implement change and evaluate strategy Part 3 Strategic thinking in a changing world 8 The purpose and future of strategy 9 How to break the rules of strategy Epilogue Further reading Twenty prominent strategists Index

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