Middle Market M and A Handbook for Investment Banking and Business Consulting 1st edition by Kenneth Marks 0470908297 9780470908297

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Product details:

ISBN 10: 0470908297
ISBN 13:978-0470908297
Author: Kenneth Marks

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

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

• Provides a holistic overview and guide on mergers, acquisitions, divestitures and strategic transactions of companies with revenues from $5 million to $500 million
• Encompasses current market trends, activities, and strategies covering pre, during, and post transaction
• Addresses the processes and core subject areas required to successfully navigate and close deals in the private capital market
• Includes content on engagement and practice management for those involved in the M&A business

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

Middle Market M and A Handbook for Investment Banking and Business Consulting 1st Table of contents:

PART One: Middle Market Overview

CHAPTER 1: The Middle Market

PERFORMANCE AND IMPACT

DEFINITION

CHARACTERISTICS OF MIDDLE MARKET COMPANIES

NOTES

CHAPTER 2: Private Capital Markets

SEGMENTED MARKETS

HOW MARKET PLAYERS VIEW RISK

MARKET ACTIVITY

NOTES

CHAPTER 3: Valuation Perspectives for the Private Markets

PRIVATE BUSINESS VALUATION CAN BE VIEWED THROUGH DIFFERENT STANDARDS OF VALUE

WHY THE DIFFERENT VERSIONS OF VALUE?

VALUATION AS A RANGE CONCEPT

VALUE WORLDS AND DEALS

NOTES

 

PART Two: For the Business Owner/Operator and Entrepreneur

CHAPTER 4: Transition, Succession, and Exit Planning

A DECISION FRAMEWORK

A TEAM APPROACH

NOTES

CHAPTER 5: Value Growth and Optimization

INCREASING THE RETURN ON INVESTED CAPITAL

REDUCING THE RISK OF INVESTMENT

EASE THE TRANSFER OF OWNERSHIP

SUMMARY

NOTES

 

PART Three: The M&A Practice and Processes

CHAPTER 6: Practice Management

PRIMARY M&A ADVISORS

MARKETING THE M&A PRACTICE

CLIENT ACCEPTANCE

CONFIDENTIALITY

CLIENT ENGAGEMENT

NOTES

CHAPTER 7: Sell‐Side Representation and Process

SELLING PROCESS OVERVIEW

STEP 1: PRELIMINARY DISCUSSIONS WITH SELLER

STEP 2: DATA COLLECTION

STEP 3: INDUSTRY RESEARCH AND IDENTIFYING BUYERS

STEP 4: THE MARKETING BOOK

STEP 5: MARKETING PROCESS

STEP 6: THE AUCTION DYNAMIC AND NEGOTIATIONS

STEP 7: BUYER INTEREST AND TRANSACTION STRUCTURE

STEP 8: DUE DILIGENCE

STEP 9: DEFINITIVE AGREEMENTS

STEP 10: CLOSING PROCESS

NOTE

CHAPTER 8: Corporate Development and the Buy‐Side Process

WHY ACQUIRE?

THE ACQUISITION PROCESS

PRACTICAL TIPS AND WHAT CAUSES DEALS TO FAIL

NOTES

CHAPTER 9: Buy‐Side Representation

BUYER CLIENTS

STRATEGY

THE FILTER

FINANCING

QUALITY OF EARNINGS

COORDINATION

INTEGRATION

CHAPTER 10: Technology in the M&A Process

VIRTUAL DATA ROOM

MARKET INSIGHT AND DATA

DEAL SOURCING AND EXCHANGES

DUE DILIGENCE SOFTWARE

PROJECT MANAGEMENT SOFTWARE

COMPREHENSIVE M&A SOFTWARE

SUPPORTING TOOLS

ARTIFICIAL INTELLIGENCE AND TECHNOLOGY TRENDS

TECHNOLOGY PROVIDERS

NOTES

CHAPTER 11: Professional Standards and Ethics

HOLISTIC ADVICE

ETHICAL AND PROFESSIONAL STANDARDS

THE MIDDLE MARKET STANDARD

NOTE

 

PART Four: M&A Technical Discussions

CHAPTER 12: Finncial Analysis

FINANCIAL REPORTING MOTIVATION

EBITDA

BALANCE SHEET ANALYSIS

CHAPTER 13: Market Valuation

REASONS FOR APPRAISAL

DETERMINE THE VALUE SUBWORLD

CALCULATE THE BENEFIT STREAM

DETERMINE PRIVATE RETURN EXPECTATION

DERIVE VALUE

NOTE

CHAPTER 14: Deal Structure

STRUCTURAL PRIORITIES

MERGERS

NOTES

CHAPTER 15: Financing Sources and Capital Structure

PERSPECTIVE

FINANCING PRIMER

BASIC DEALS

SOURCES AND TYPES OF FUNDING

PERSONAL GUARANTEES

NOTES

CHAPTER 16: Due Diligence

DUE DILIGENCE PROCESS

THE DILIGENCE TEAM

TRADITIONAL DUE DILIGENCE

CHAPTER 17: Tax Provisions Used in M&A

TAX FUNDAMENTALS

TRANSACTION TAX BASICS

DETAILED TAX STRUCTURING

CORPORATE M&A ISSUES

TAX GLOSSARY AND REFERENCE

NOTE

CHAPTER 18: Legal Documentation

THE ATTORNEY’S ROLE

PRELIMINARY LEGAL DOCUMENTS

ACQUISITION AGREEMENTS

STRUCTURE OF THE DEAL

REPRESENTATIONS AND WARRANTIES

CONSULTING AND EMPLOYMENT AGREEMENTS

REGULATORY COMPLIANCE

CHAPTER 19: Regulation and Compliance 

PROTECTING INVESTORS: SECURITIES ACT OF 1933

KEEPING THE MARKETS HONEST: SECURITIES EXCHANGE ACT OF 1934

ANTITRUST ISSUES AND LAWS YOU MAY ENCOUNTER IN THE DEAL

OTHER REGULATORY ISSUES AND LAWS YOU MAY ENCOUNTER IN THE DEAL

THE INVESTMENT BANKER’S PERSPECTIVE

THE COMPANY’S PERSPECTIVE

CONSIDERATIONS FOR PUBLIC COMPANIES

NOTES

CHAPTER 20: Cross‐Border Considerations

IS CROSS‐BORDER M&A THE RIGHT MOVE?

CULTURE

COUNTRY RISK

FINANCIAL RISK

MARKET AND OPERATIONAL RISKS

THE LEGAL ENVIRONMENT

LABOR AND EMPLOYMENT

NEGOTIATIONS

DUE DILIGENCE

INTEGRATION

SUMMARY

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