Mergers and Acquisitions Playbook: Lessons from the Middle-Market Trenches(Wiley Professional Advisory Services)

The 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 to create competition (or the impression of competition), to what to do once the deal is closed.

Table of Contents:
Preface 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

About the Author :
MARK A. FILIPPELL is a co-founder and Managing Director at Western Reserve Partners, an M&A boutique. He has nearly thirty years of investment banking experience and has personally completed over 125 merger and acquisition transactions. Prior to co-founding Western Reserve Partners, he was the manager of the Mergers & Acquisitions Department at KeyBanc Capital Markets and McDonald Investments. His clients have included Eaton, Novar Electronics, Claymont Steel Holdings, Liqui-Box, General Electric, Computational Systems, Excel Mining Systems, and MascoTech.