Practitioner’s Complete Guide to M&As: An All-Inclusive Reference | by David T. Emott | 2011 | ISBN: 9780470920442. Venture Capital Valuation. Equity Investor Risk.
January 5th, 2012 | by kutenk |by David T. Emott
2011 (404 pages)
ISBN:9780470920442
Packed with numerous examples, forms, ideas, approaches, and “don’t forget” notes, this highly practical guide takes you through every step of the M&A process, from strategy development and target identification, to due diligence and value creation.
Practitioner's Complete Guide to M&As, with Website: An All-Inclusive Reference (Wiley Finance)
Practitioner's Complete Guide to M&As provides the practical tricks of the trade on M&As: what they need to know, what they have to know, and what they need to do. Numerous examples and forms are included illustrating concepts in discussion.
- Written in a straight-talking style
- A highly, practical application-oriented guide to mergers and acquisitions
- Covers strategy development; deal flow and target identification; due diligence; valuation and offers; tax structuring; negotiation; and integration and value creation"
- Presents information using bullet points rather than lengthy narrative for ease of reading
- Numerous exhibits, forms, and examples are included
This practical guide takes you through every step of the M&A process, providing all the necessary tools that both the first-time M&A player as well as the seasoned practitioner need to complete a smart transaction.
shipping_weight: 1.9 pounds
ASIN: 0470920440
Practitioner’s Complete Guide to M&As—An All-Inclusive Reference
Preface
Topic 1 – Strategy Development, Then M&A
OVERVIEW
M&A IS ONE OF MANY BUSINESS DEVELOPMENT OPTIONS
STAGES INVOLVED IN THE STRATEGIC PLANNING PROCESS
STRATEGY DEVELOPMENT—WHERE AND HOW TO CREATE VALUE
WHERE—IDENTIFY CUSTOMER’S INITIATIVES AND ATTRACTIVE MARKET SPACES
HOW—IDENTIFY YOUR ACTIVITIES AND CAPABILITIES—EXTEND THEM
HOW—IDENTIFY YOUR CAPABILITY GAPS VS. MARKET AND PRODUCT REQUIREMENTS
HOW—IDENTIFY YOUR CAPABILITY GAPS VS. COMPETITION
HOW—DEFINE ATTRACTIVE MARKET CRITERIA, RATE MARKETS, CLOSE GAPS
HOW—IF M&A IS VEHICLE TO CLOSE GAPS, IDENTIFY TARGETS
Topic 2 – M&A Process—Front to Back
OVERVIEW
DEFINITION OF THE M&A PROCESS
Topic 3 – Why M&A?
DEFINE THE ROLE AND GOAL FOR M&A
LOOK FOR CAPABILITY OVERLAPS WITH TARGETS TO BALANCE ACQUISITION RISK
Topic 4 – Deal Criteria
DEAL CRITERIA DEVELOPMENT
CRITERIA RATING ENGINE
CONCLUSION TO THE CRITERIA RATING ENGINE
WHERE DOES TARGET FALL ON COMPETITIVE CONTINUUM?
Topic 5 – Deal Sourcing
Topic 6 – Fees for Services
HIGHTLIGHT
OVERVIEW
FEE STRUCTURES: AN OVERVIEW
BUY-SIDE BANKER FEE ARRANGEMENTS
BUY-SIDE BANKER FEE ILLUSTRATION
Topic 7 – Financial and Strategic Buyers
FINANCIAL BUYERS
STRATEGIC BUYERS
Topic 8 – How Long Will it Take to Complete the Deal?
Topic 9 – Confidentiality Agreements
ENTER INTO CONFIDENTIALITY AGREEMENTS EARLY
DISCUSSION BETWEEN COMPETITORS REQUIRES GREAT CARE
USE A FIREWALL
Topic 10 – “Concern Capture” Due Diligence
OVERVIEW
DESCRIPTION OF THE DUE DILIGENCE PROCESS
PHASE ONE: PRELIMINARY DILIGENCE
PHASE TWO: DETAIL DUE DILIGENCE
IDENTIFY NON-NORMATIVE TRENDS AND BEHAVIOR
BUSINESS DRIVER ASSESSMENT ENGINE—DETERMINE STRENGTH OF INCOME DRIVERS
VALUATION DRIVER ASSESSMENT ENGINE-DETERMINE STRENGTH OF VALUATION DRIVERS
CONCLUSION
Topic 11 – Keep Deal Conversations Quiet
Topic 12 – Auctions
OVERVIEW
FEAR IS A COMPELLING DRIVER TO AUCTION SUCCESS
AUCTION PROCESS—BID SOLICITATION
AUCTION PROCESS—INVITATION TO BID
AUCTION PROCESS—FIRST ROUND CONDITIONAL OFFER
AUCTION PROCESS—MANAGEMENT PRESENTATION, DUE DILIGENCE, MORE BID ROUNDS
AUCTION PROCESS—SELECT A WINNER
PREEMPTIVE OFFERS
AUCTION PROCESS—GRANT EXCLUSIVITY
FAILED AUCTIONS
AN AUCTION BIDDING STRATEGY
BEWARE OF THE CRAZIES
Topic 13 – Seller’s Prospectus
Topic 14 – Pay for Inherent Capabilities Only
THE BASKET OF CAPABILTIES ACQUIRED HAS A FINITE LIFE AND VALUE
SELLER PROJECTIONS OFTEN COMINGLE CURRENT AND FUTURE CAPABILITIES
PAY ONLY FOR EXISTING VALUE POTENTIAL
Topic 15 – Platform Value
WHAT IS IT, HOW MUCH IS IT WORTH
THE REAL OPTION APPROACH TO PLATFORM VALUATION
Topic 16 – Buyer and Seller Value Perspectives
Topic 17 – Integration Initiatives Will Determine Deal Value
Topic 18 – Unlock Hidden Value—The Lean Enterprise
EVALUATE LEAN OPPORTUNITIES DURING DUE DILIGENCE
EVALUATE LEAN OPPORTUNITIES DIRING DUE DILIGENCE
CONCLUSION
Topic 19 – The Real Deal—Lean
LEAN ENTERPRISE OVERVIEW: IDENTIFY THENON-VALUE-ADDED ACTIVITIES
ONE-PIECE FLOW IS THE GOAL
CONCLUSION
Topic 20 – Valuation—An Introduction
VALUATION CONSIDERATIONS AND METHODS OVERVIEW
COMPARABLE METHODS: MARKET APPROACH OVERVIEW
CAPITALIZATION OF BENEFITS METHOD OVERVIEW
DISCOUNTED CASH FLOW METHOD
Topic 21 – Discounted Cash Flow—An Introduction
DCF—INTRODUCTION, ADVANTAGE, DISADVANTAGE
COMPOUNDING
DISCOUNTING
DISCOUNTED CASH FLOW
Topic 22 – Free Cash Flow
FCF DEFINED
FCF DETERMINATION
WHILE THE ELEMENTS OF FCF ARE SOMETIMES RESTATED TO MEASURE ROI, THERE IS NO EFFECT ON FCF
CONCLUSION
Topic 23 – Fair Return on a Deal
FAIR RETURN
CAPITAL ASSET PRICING MODEL
SECURITY MARKET LINE
COSTS OF CAPITAL DEFINED AND USES: CU, CL, I, AND C*
VALUATION RISKS
OTHER METHODS OF RETURN ON EQUITY ESTIMATION
CAPM CALCULATION
TREATMENT OF INHERENT VOLATILITY FROM UNSYSTEMATIC RISK IN VALUATIONS
INTERNATIONAL COST OF EQUITY CAPITAL—OVERVIEW
Topic 24 – Risk-Free Rates
Topic 25 – Equity Risk Premiums
Topic 26 – What is Business Risk?
BUSINESS RISK IN M&A DEFINED
CONTROL AND RISK MANAGEMENT EMANATES FROM KNOWLEDGE OVERLAPS
Topic 27 – Entropy—Tendency toward Negative Variation
ENTROPY DEFINED
ENTROPY IN M&A DEALS
Topic 28 – Equity Investor Risk
Topic 29 – Beta
BETA IS AND IS NOT
DEBATE OVER BETA
Topic 30 – Systematic Risk
Topic 31 – Unsystematic Risk
Topic 32 – Beta with or without Debt
Topic 33 – Beta—Levered or Unlevered
GATHERING APPLICABLE AND COMPARABLE BETAS
DELEVERAGING LEVERED BETAS AND DEVELOPING A COMPARABLE UNLEVERED BETA FOR THE TARGET
TO RELEVER AN UNLEVERED ASSET BETA
Topic 34 – Beta Application in Determination of CU
Topic 35 – Levered Beta Moves as Debt to Equity Moves
LEVERED BETA IN A WORLD WITHOUT TAXES
LEVERED BETA IN A WORLD WITH TAXES
Topic 36 – Size Premium
Topic 37 – Weighted Average Cost of Capital
INTRODUCTION TO WEIGHTED AVERAGE COST OF CAPITAL
WEIGHTED AVERAGE METHOD OF C* DETERMINATION
DIRECT METHOD OF C* DETERMINATION
ADJUSTED DIRECT METHOD OF C* DETERMINATION
Topic 38 – Terminal Values, Terminal Value Multiples, and Terminal Value DCFs
TERMINAL VALUE DEFINITION
OVERSTATING TERMINAL VALUES IS A DEAL VALUATION RISK
TERMINAL VALUE DETERMINATION METHODS
PERPETUITY GROWTH CAPITALIZATION METHOD
DISCOUNTED FREE CASH FLOW INTO PERPETUITY METHOD
DISCOUNTING THE TERMINAL VALUE AMOUNT AT THE END OF YEAR T
LIQUIDATION OF ASSETS TERMINAL VALUE METHOD
Topic 39 – Discounted Cash Flow Valuation Illustrated
DCF VALUATION PROCESS
OFFER DETERMINATION PROCESS
Topic 40 – Leverage—The Real Deal
LEVERAGE INCREASES DEAL VALUATIONS
CONCLUSION
Topic 41 – Debt Limits
Topic 42 – Debt Adds Value—The Derivation of Dt
DERIVATION OF Dt AND TAX ADVANTAGE OF A FIXED LEVEL OF DEBT
TAX ADVANTAGE OF DEBT WITH A VARYING LEVEL OF DEBT
DEBT ADVANTAGE IN M&A TRANSACTIONS
Topic 43 – The Leveraged Buyout; Definition and Valuation
LBO DEFINED
LBO VALUATION OVERVIEW
DEBT LEVELS EMPLOYED
RECAPITALIZATIONS AND EQUITY INVESTORS’ END GAME
LEVERAGED BUYOUT CAPITAL STRUCTURE AND COMPANY CHARACTERISTICS
Topic 44 – Valuing the Leveraged Buyout
STEPS TO VALUE THE LBO
STEPS TO DETERMINE LBO OFFER
BENEFIT OF USING DEBT VERSUS NO DEBT ON ENTERPRISE VALUE AND OFFERS
LBO OFFERS EQUAL THE EQUITY INVESTED PLUS THE DEBT
FINAL NOTE ON THE VALUE PAID IN LEVERAGED BUYOUTS
Topic 45 – Real Option Valuation—An Introduction
DEFINITION AND DEEPER VALUE OF REAL OPTIONS
REAL OPTIONS VALUATION AND DISCOUNTED CASH FLOW VALUATION
UNDERSTANDING THE RESULT FROM A REAL OPTION VALUATION
FORMS OF REAL OPTIONS AND VALUATION DETERMINATION METHODS
REAL OPTION APPLICATIONS IN M&A
Topic 46 – Real Option Valuation—Application and Illustration
OVERVIEW
REAL OPTION VALUATION: AN EXAMPLE
NPV APPROACH
ILLUSTRATION OF ELEMENTS OF REAL OPTION APPROACH
INTERPRETATION OF THE REAL OPTION RESULT
USING THE MODIFIED BLACK-SCHOLES REAL OPTION MODEL
REVIEW THE TOLLING ARRANGEMENT AND OPTION VALUE AT THE END OF THE FIRST YEAR: IF LOWER VOLATILITY IS EXPECTED
REVIEW THE TOLLING ARRANGEMENT AND OPTION VALUE AT THE END OF THE FIRST YEAR: IF HIGHER VOLATILITY IS EXPECTED
CONCLUDING REMARKS ON REAL OPTION VALUATION
Topic 47 – M&A Values are No All the Same
INVESTMENT VALUE
CONTROL VALUE
FAIR MARKET VALUE
ENTERPRISE VALUE
EQUITY VALUE
MINORITY VALUE
OFFER VALUE
TRANSACTION VALUE
NET REALIZED SELLER VALUE
Topic 48 – Discounts and Premiums
ACQUISITION PREMIUMS
CONTROL PREMIUMS
MINORITY DISCOUNTS
MARKETABILITY (OR LIQUIDITY) DISCOUNTS
KEY MAN DISCOUNTS
CONGLOMERATE DISCOUNTS
FUZZY LOGIC BETWEEN DISCOUNTS AND VALUATION LEVELS EXAMPLE
Topic 49 – Discounted Cash Flow Valuations—Minority or Control
DCF VALUATIONS
DCF VALUATIONS OF PRIVATELY HELD COMPANIES IN ACQUISITIONS
Topic 50 – Inflation in DCF Valuations
Topic 51 – Integration, Alignment, and Synergy Benefits—Plan it Out
Topic 52 – Integration, Alignment, and Valuing Synergy Benefits
INTRODUCTION-INTEGRATION PLANNING, SYNERGY EVALUATION
STRATEGY ALIGNMENT, DEVELOPMENT, AND BUY-IN
ORGANIZATIONAL DESIGN, MANAGEMENT, CULTURE, AND POLICY
COMMUNICATION
CAPACITY, R&D PROJECT, AND FACILITY SELECTION DESIGN
OTHER FACILITY SYNERGY DESIGN
BUSINESS AND SUPPORT FUNCTION SYNERGY DESIGN
MARKET, CUSTOMER-BASED SYNERGIES
TECHNOLOGY, INTELLECTUAL PROPERTY, AND R&D
INFORMATION TECHNOLOGY
Topic 53 – Venture Capital Valuation
Topic 54 – Discount Rates and Valuing Free Cash Flow
OVERVIEW
YEAR-END DISCOUNT RATES
BEGINNING-OF-YEAR DISCOUNT RATES
MIDYEAR DISCOUNT RATES
QUARTERLY DISCOUNT RATES
MONTHLY DISCOUNT RATES
DAILY DISCOUNT RATES
CONTINUOUS DISCOUNT RATES
SUMMARY
Topic 55 – Growth, C*, and Return—The Engine to Increased Valuations and Deferred Tax Advantage
INTERDEPENDENCIES AMONG GROWTH, RATE OF RETURN, AND COST OF CAPITAL
GROWTH ALSO CREATES A POTENTIAL DEFERRED TAX OPPORTUNITY
Topic 56 – How Fast Can the Target Grow?
Topic 57 – Cash Flow Multiples, Growth Rates, and Discount Rates
LAGGING FREE CASH FLOW MULTIPLES, END-OF-YEAR BASIS, NO GROWTH
LAGGING FREE CASH FLOW MULTIPLES, MIDYEAR BASIS, NO GROWTH
FACTOR TO CONVERT END-OF-YEAR BASIS MULTIPLES TO MIDYEAR’S BASIS
LAGGING FREE CASH FLOW MULTIPLES, END-OF-YEAR BASIS, WITH GROWTH
DISCOUNTED RATE ADJUSTED GROWTH RATE METHOD TO DETERMINE FCFM
DERIVATION OF gd IN THE DISCOUNTED RATE ADJUSTED GROWTH RATE METHOD
METHOD FOR DETERMINING AN APPROXIMATION OF gd AND FCFM
IMPACT OF NOT USING gd IN FCFM MULTIPLE CONSTRUCTION
DERIVE FCFM, C*, OR gd FROM EITHER OF THE OTHER TWO TERMS
SPIDER CHART METHOD FOR VISUAL EXPLANATION OF THE CONSTRUCTION OF C* AND FCFM
DERIVATION OF PRICE EARNINGS AND OTHER MULTIPLES FROM FCFM
Topic 58 – Comparable Multiples
“COMPARABLE” MULTIPLES ARE NOT COMPARABLE UNTIL THEY ARE ADJUSTED
“COMPARABLE” MULTIPLE ADJUSTMENT PROCESS
DEVELOP COMPONENT RECONCILIATION OF COMPARABLE COMPANY TO TARGET FCFM
CONCLUSION
USE OF THE ADJUSTED FCFM
Topic 59 – Converting FCFM to P/Es and other Valuation Multiples and Deriving Slot Multiples for Public Companies
UNDERSTAND THE SUSTAINABLE RELATIONSHIPS BETWEEN FCF AND OTHER EARNINGS FUNDAMENTALS
DERIVATION FORMULA TO CONVERT FROM FCFM TO OTHER VALUATION MULTIPLES AND VICE VERSA
VISUAL CONVERSION OF FCFM TO EBITDAM
USE THE P/E EVISCERATOR TO VALIDATE P/E TRADING MULTIPLES OF PUBLIC COMPANIES
P/E EVISCERATOR APPLIED TO THE ILLUSTRATION IN TOPIC 60
P/E EVISCERATOR APPLIED TO COCA-COLA COMPANY AS OF OCTOBER 31, 2007
IMPLICIT PE, FCFM VERSUS DERIVED SLOT P/E, FCFM, AND gd
VARIANCE IN SLOT RESULTS IF ASSUMPTIONS ARE SENSITIZED
CONCLUSION ON KO P/E
THE VALUE-CREATION POTENTIAL INDEX FOR KO
P/E EVISCERATOR APPLIED TO GOOGLE INC. AS OF NOVEMBER 1, 2007
IMPLICIT P/E, FCFM VERSUS DERIVED SLOT P/E, FCFM, AND gD
VARIANCE IN SLOT RESULTS IF ASSUMPTIONS ARE SENSITIZED
CONCLUSION ON GOOG P/E
THE VALUE CREATION STRENGTH INDEX FOR GOOG
CONCLUSION: P/E EVISCERATOR
GRAPHS OF APPROXIMATE SMALL- AND LARGE-COMPANY FREE CASH FLOW AND EBITDA MULTIPLES OVER A RANGE OF GROWTH
Topic 60 – EBITDA Valuation Engine
EBITDA ENGINE OVERVIEW—A SHORTHAND VALUATION METHOD
EBITDA ENGINE EXPLAINED
VALUE OF GROWTH DURING T
EBITDA ENGINE VALUATION EXAMPLE
COMPARISON OF EBITDA ENGINE VALUATION RESULTS WITH OTHER METHODS
SPIDER CHART PRESENTATION OF THE EBITDA ENGINE ILLUSTRATION OF Appendix 60.2
A FINAL NOTE ON VALUATIONS
Topic 61 – Free Cash Flow Equivalent Impacts for Arbitrary Adjustments to Discount Rates
Topic 62 – Transferring Defined Benefit Pension Plan Liability Issues
INTRODUCTION
BUYER’S VALUATION OF PENSION LIABILITY
PROJECTED BENEFIT OBLIGATION BASIS FOR LIABILITY VALUATION
ACCUMULATED BENEFIT OBLIGATION BASIS FOR LIABILITY VALUATION
PROJECTED TERMINATION BASIS FOR LIABILITY VALUATION
SELLER’S VALUATION OF PENSION LIABILITY
GOING-CONCERN BASIS FOR LIABILITY VALUATION
NEGOTIATED VALUATION OF PENSION LIABILITY
PENSION ASSET TRANSFER ISSUES
BENEFIT TRANSFER ISSUES
Topic 63 – Environmental Remediation Expenses
Topic 64 – Environmental Insurance
GENERAL TERMS OF ENVIRONMENTAL INSURANCE
POLLUTION LEGAL LIABILITY INSURANCE
IF BUYER ACQUIRES AN ACTIVE KNOWN ENVIRONMENTAL ISSUE
Topic 65 – Management Warrant Incentive Plans
MANAGEMENT WARRANT INCENTIVE PLAN DESCRIPTION
WARRANT PLAN ILLUSTRATION
Topic 66 – Negotiation—Introduction and Overview
Topic 67 – Negotiation—Values, Offers, Prices, and Risk Assumption
DRIVERS OF THE DESIRED AND ACCEPTABLE TOTAL CONSIDERATION FRONTIER
DRIVERS OF THE ACTUAL TOTAL CONSIDERATION FRONTIER
Topic 68 – Negotiation—Offer Content
Topic 69 – Negotiation—Create Space in Your Ideas
Topic 70 – Negotiation—Beware of the Emotions of Private Sellers
Topic 71 – Negotiation—Imprint; Do Not Lecture
Topic 72 – Negotiation—Handling Tight Spots
Topic 73 – Negotiation—Closing the Bid-Ask Negotiating Gap
MANAGING AND WORKING THROUGH THE GAP
WALK OUT IF NECESSARY, BUT KEEP TALKING
CONTRACTUAL CONDITIONS APPORTION FINAL RISK POSITIONS—WORK THEM HARD DURING NEGOTIATIONS
Topic 74 – Negotiation—Be Aware of Leverage and Deal Momentum Shift
LEVERAGE: IF YOU HAVE IT, USE IT (APPROPRIATELY)
BEWARE OF EXTORTION
DEAL MOMENTUM SHIFTS AS A DEAL PROGRESSES
Topic 75 – Negotiation in the Final Stages
THE LOBBED OFFER STAGE
STEP BACK WHEN YOU ARE READY TO SHAKE HANDS
Topic 76 – Negotiation—Use Earn-Outs or Noncompete Agreements to Close a Bid-Ask Gap
WHY DO AN EARN-OUT?
EARN-OUT PERFORMANCE PAYMENTS
TAX CONSIDERATIONS OF EARN-OUTS
AN EARN-OUT EXAMPLE
EARN-OUT CONCLUSION
NONCOMPETE AND CONSULTING AGREEMENTS
Topic 77 – Negotiation—After the Deal is Agreed
Topic 78 – Negotiation—Bluffing and How to Handle it
THE FOUR COURSES OF ACTION WHEN YOUR BLUFF IS CALLED
ROLL OVER
NO WAY, BUT
YOU TALKING TO ME?
BLUFF AND TURN
Topic 79 – Negotiation—When Do You Step Away?
FOR BUYERS
FOR SELLERS
Topic 80 – Negotiation—When Do You Proceed?
FOR BUYERS
FOR SELLERS
Topic 81 – Negotiation—Do a Time Capsule
Topic 82 – Negotiation—Build Trust to Get Closed
HOW TO CREATE TRUST
LET YOUR NEGOTIATING BEHAVIOR BE GUIDED BY YOUR DAILY SPIRITUAL NEEDS
HOW TO HANDLE THE BULLY
Topic 83 – Exits under Duress—Have a Plan if the Deal Does Not Work
Topic 84 – Structuring the Deal—An Overview
DEAL STRUCTURES AND LEGAL AND TAX IMPLICATIONS
FRONTIERS OF TRANSACTION ACCEPTANCE
DEAL-STRUCTURING CONSIDERATIONS AND TRADE-OFF OPTIONS
GENERAL TAX CONSEQUENCES ASSOCIATED WITH DEAL-RELATED EXPENSES
CONTRACTUAL CONDITIONS LIMIT AND APPORTION FINAL RISK ASSUMPTION POSITIONS—WORK THEM
Topic 85 – Structuring the Deal—Asset Step-Ups, Noncompete, and Synergy Valuation Engines
VALUATION OF ASSET TAX BASIS STEP-UPS
FIXED ASSET STEP-UP VALUATION
INVENTORY STEP-UP VALUATION
NONCOMPETE VALUATION
SYNERGY VALUATION
SYNERGY VALUATION USING THE REAL OPTION MODEL
Topic 86 – Total Shareholder Return
TOTAL SHAREHOLDER RETURN DEFINED
CALCULATION OF TSR
Topic 87 – Stakeholder Value Creation
SATISFY THE CUSTOMER AND EMPLOYEES
SATISFY THE SHAREHOLDER THROUGH VALUE CREATION
Topic 88 – EVAquity—Align Shareholder and Management Interests
EVAQUITY INCENTIVE PLAN OVERVIEW
EVAQUITY PLAN TERMS
EVAQUITY PLAN EXAMPLE: PROSPECTIVE PLAN
EVAQUITY PLAN EXAMPLE: AFTER TWO YEARS’ ACTUAL RESULTS
Topic 89 – Letter of Intent
Topic 90 – Purchase and Sale Agreement
Topic 91 – Purchase and Sale Agreement—Explanation by Section
PARTIES, DEFINITIONS, PURCHASE, AND SALE
PURCHASE PRICE AND ADJUSTMENTS, COVENANTS PRIOR TO CLOSING
REPRESENTATIONS AND WARRANTIES OF THE SELLER, INTRODUCTION
REPRESENTATIONS AND WARRANTIES OF THE SELLER
REPRESENTATIONS AND WARRANTIES OF THE BUYER
CONDITIONS TO CLOSING, CLOSING AND DELIVERIES AT THE CLOSING
POSTCLOSING COVENANTS, INDEMNIFICATION, SURVIVAL OF REPRESENTATIONS, AND WARRANTIES
INDEMNIFICATION PROCEDURE
OTHER PROVISIONS
Topic 92 – Purchase Price Adjustments for Working Capital
TARGET AND ACTUAL WORKING CAPITAL DETERMINATION
THE CLOSING WORKING CAPITAL ADJUSTMENT—A ZERO-SUM EVENT
SOMETIMES THE WORKING CAPITAL ADJUSTMENT IS NOT A ZERO-SUM EVENT
WORKING CAPITAL COLLARS
Topic 93 – Indemnification and Survival Provisions
INTRODUCTION
INDEMNITY PROVISIONS, CAPS, BASKETS, DURATIONS
USE A MATRIX TO SORT OUT INDEMNITY PROVISIONS
CONTRACTUAL CONDITIONS APPORTION FINAL RISK POSITIONS—WORK THEM HARD DURING NEGOTIATIONS
Topic 94 – Escrows
Topic 95 – Joint Venture Transaction—Valuation and Structuring Overview
WHY DO A JOINT VENTURE
WHO CONTROLS THE JOINT VENTURE
LETTER OF INTENT AND PARTNERSHIP AGREEMENT
JV FORMATION AGREEMENT
TECHNOLOGY LICENSE AGREEMENTS
SUPPLY AGREEMENTS
DISTRIBUTION AGREEMENTS
OTHER AGREEMENTS
JV VALUATION AND SHAREHOLDER EQUITY CONTRIBUTION TO THE JV
Topic 96 – Why Deals Go Bad
WHY DEALS GO BAD OR DO NOT WORK OUT
WHAT HAS TO HAPPEN TO AVOID BAD DEALS
Topic 97 – After the Deal—Do a Deal Bible
Topic 98 – Do the Audits of the Integration and Deal Value Creation Plan
AUDIT THE INTEGRATION PLAN: ARE YOU GETTING THERE?
AUDIT THE DEAL VALUE CREATION: WHAT DID YOU LEARN?
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- Bank and Insurance Capital Management | by Frans de Weert | 2011 | ISBN: 9780470664773. Bank Management Ebook. Capital versus Balance Sheet Management. Corporate Finance Decision Making.
- Risk Accounting and Risk Management for Accountants | by Dimitris N. Chorafas | ISBN: 9780750684224. Market Risk. Credit Risk Mitigation. Interest Rate Risk. Foreign Exchange Risk. Position Risk.
- Wiley CPA Exam Review 2010: Financial Accounting and Reporting | by O. Ray Whittington and Patrick R. Delaney | ISBN: 9780470453513. Inventory Valuation and Cost-Flow Methods. Capital vs. Revenue Expenditures. Deferred Tax Related to Business Investments. Derivative Instruments and Hedging Activities. Governmental Accounting
- Complex Data Warehousing and Knowledge Discovery for Advanced Retrieval Development: Innovative Methods and Applications | by Tho Manh Nguyen (ed) | 2010 | ISBN: 9781605667485. Computer Reference Guide. IT Reference Guide. Data Warehouse Architectures. Data Warehouse Design Methodology.
- Rescue the Problem Project: A Complete Guide to Identifying, Preventing, and Recovering from Project Failure | by Todd C. Williams | 2011 | ISBN: 9780814416822. Project Management Book.
- Financial Risk Manager Handbook plus Test Bank: FRM Part I/Part II, Sixth Edition | by Philippe Jorion | 2011 | ISBN: 9780470904015. Financial Management Ebook. Market Risk Management. Credit Risk Management. Investment Risk Management
- Venture Capitalists at Work: How VCs Identify and Build Billion-Dollar Successes| by Tarang Shah and Sheetal Shah | 2011 | ISBN: 9781430238379.
- Healthcare Finance: An Introduction to Accounting and Financial Management, Fourth Edition | by Louis C. Gapenski | ISBN: 9781567932805. Financial Accounting Books. Managerial Accounting EBooks. Long-Term Debt Financing. Equity Financing. Lease Financing. Capital Investment Decisions.
- Risk Management in Finance: Six Sigma and Other Next Generation Techniques | by Anthony Tarantino and Deborah Cernauskas | 2009 | ISBN: 9780470413463. Total Quality Management Using Lean Six Sigma. Operational Risk Management Framework. OFF-BALANCE-SHEET RISKS. FINANCIAL LIABILITIES AND EQUITY RISKS.
- Cut Costs Not Corners: A Practical Guide to Staying Competitive and Improving Profits | by Colin Barrow | 2010 | ISBN: 9780749459765. How to Reduce Capital Expenditure. How to Make Working Capital Work. How to Minimize Finance and Tax Costs.
- The Handbook of International Trade and Finance: The Complete Guide to Risk Management, International Payments and Currency Management, Bonds and Guarantees, Credit Insurance and Trade Finance | by Anders Grath | ISBN: 9780749453206. International Trade Practices. Currency Risk Management. Trade Finance. Export Credit Insurance
- Valuation of Internet and Technology Stocks: Implications for Investment Analysis | by Brian Kettell | PDF BOOK STORE ONLINE | ISBN: 9780750653831. Fundamental Analysis for Valuing Stocks. Net Stock Valuation Calculator.
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