Middle Market M & A

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.

In-depth coverage in a single handbook of the middle market based on the body of knowledge of the Certified M&A Advisor credential programM&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 businessThis practical guide and reference is also an excellent primer for those seeking to obtain their FINRA Series 79 license.

PrefaceAcknowledgmentsSection I The Middle MarketChapter 1 Private Capital MarketsSegmented MarketsCharacteristics of the Lower Middle MarketWhy Are Markets Segmented?Chapter 2 Valuation Perspectives for the Private MarketsPrivate Investor Expectations Drive Private ValuationValue WorldsValuation as a Range ConceptValue Worlds and DealsChapter 3 Corporate DevelopmentWhy AcquireThe Acquisition ProcessCase Study #1Case Study #2Practical Tips and What Causes Deals to FailChapter 4 A Global PerspectiveAdvantages of Global M&AChallenges to Global M&ANegotiations and the Importance of Cultural Tune InStrategic Due DiligencePost-Merger Integration: Are the odds in your favor?From The Start: Think IntegrationAcquisitions that Build ValueTaxationLaborForeign Corrupt Practices Act (FCPA)Success FactorsSection II The M&A Practice and ProcessesChapter 5 Practice ManagementPrimary M&A AdvisorsMarketing the M&A PracticeUnderstanding the Private Business OwnerClient AcceptanceTypes of TransactionsQuestions to Consider (for a seller)Initial Financial AnalysisValue DiscussionsProcess DiscussionConfidentialityClient EngagementLicensure Issues in the M&A BusinessChapter 6 Sell-Side Representation and the ProcessSelling Process OverviewChapter 7 Buy-Side Representation and the ProcessStrategyEngagement & FeesThe FilterFinancingQuality of EarningsCoordinationIntegrationChapter 8 MergersInitial Analysis of Both EntitiesStrategic RationaleValuation ModelingUnderstand Cost, Operational and Cultural DifferencesDevelop the Integration PlanDeal Structure and NegotiationsDue DiligenceLegal Process and ClosingPost Closing IntegrationChapter 9 Professional Standards and EthicsRole of M&A Advisor in the EconomyA Whole New WayThe Middle Market StandardEthical and Professional StandardsSection III M&A Technical DiscussionsChapter 10 Financial AnalysisFinancial Reporting MotivationEBITDABalance Sheet AnalysisChapter 11 Deal Structure and Legal DocumentationAttorney's RolePreliminary Legal DocumentsStructure of the DealDue DiligenceAcquisition AgreementsRepresentations and WarrantiesEarnoutRegulatory ComplianceChapter 12 Tax Structure and StrategyTax FundamentalsTransaction Tax BasicsTax Glossary & ReferenceChapter 13 Tax Provisions Used in M&AInstallment Sales1031 (Like-Kind) ExchangesPartnership M&ACorporate M&A IssuesTax Glossary & ReferenceChapter 14 Regulation and ComplianceProtecting Investors - Securities Act of 1933Keeping the Markets Honest - Securities Exchange Act of 1934Anti-Trust Issues and Laws You May Encounter in the DealOther Regulatory Issues and Laws You May Encounter in the DealThe Investment Banker's PerspectiveThe Company's PerspectiveChapter 15 Financing Sources and StructuresPerspectiveBuyoutsRecapitalizationAcquisitionsFinancing PrimerCapital StructureSources and Types of FundingPersonal GuaranteesChapter 16 Due DiligenceTraditional Due DiligenceThe Diligence TeamDue Diligence ProcessPublic vs. PrivateImpact of GlobalizationWho Relies on Due DiligenceQuality of EarningsChapter 17 Market ValuationReasons for AppraisalDecide Value SubworldCalculate the Benefit StreamDetermining Private Return ExpectationDerive ValueAppendixTransaction ExamplesTransaction ValuationTools, Models, Resources and TemplatesNotesGlossaryAbout the AuthorsAbout the Contributors and ReviewersIndex