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Make every deal a major win! The M&A classic has been updated for today’s business landscape Since the last edition of this authoritative resource was published, the M&A world has gone from boom to bust and back again—and this new edition brings you completely up to date. With critical lessons learned from the financial crises and regulatory shocks of the past decade, The Art of M&A, Fifth Edition delivers the information and insight you need to make all the right decisions throughout the process. Learn the ins and outs of:•Getting Started—basic process, requirements, and objectives• Strategy—deciding what to buy and why•Valuation and Modeling—measuring and projecting value pre- and post-merger• Financing and Refinancing—sourcing capital • Structuring—mitigating financial, tax, and legal risk• Due Diligence—investigating a business’s past, present, and future risks• Documentation and Closing—pulling everything together to ensure a smooth transaction • Integration—merging resources, processes, and responsibilities to maximize synergies• Landmark Cases—legal cases you need to understand The Art of M&A is an indispensable resource for anyone heavily engaged in the process—whether you’re an executive tasked with growing your businesses, an investment banker structuring transactions, an attorney responsible for due diligence, or an accountant who advises buyers and sellers. Turn to this definitive resource to develop, steward, and close deals that benefit everyone involved.
Seize the competitive advantage with today’s most powerful strategic tool—M&A “Given the influence of technology, globalization, and regulatory change, M&A will continue to shape our industries. For most companies, therefore, the consideration of M&A in strategy is now fundamental.” –from the Introduction to Part I The Art of M&A Strategy is exactly what you need to build mergers, acquisitions, and divestitures into your overall business strategy—to make M&A a competitive advantage and avoid landing on the long list of M&A failures. Experts in the field of M&A, Smith and Lajoux demystify this otherwise complex subject by taking you through the types of M&A strategy and the key steps to successful M&A strategy development and implementation. The Art of M&A Strategy is conveniently organized into three sections: Part I presents a range of possible corporate strategy situations and provides the role and rationale for M&A in each, such as building and managing a portfolio, participating in industry consolidation, spurring corporate growth, and using acquisitions to create “real options.” Part II outlines how to determine the role of M&A in your strategy—taking into consideration industry context, competitive imperatives, and strategy options—and explains how to find and screen partners, decide whether to buy or sell, and engage the board of directors in M&A decisions. Part III covers M&A as a sustained corporate program, particularly in the context of international growth, outlining the most strategic aspects of post-merger integration, describing how to use advisors throughout the process, and examining core competencies required for successful M&A programs. The authors illuminate the purpose and process of applying M&A with real-world success stories involving Cisco, GE, Google, and many other companies that have leveraged M&A for strategic success. Use The Art of M&A Strategy to create a powerful strategy position for success in today’s changing business environment and to seize and hold competitive advantage.
Two strengths distinguish this textbook from others. One is its presentation of subjects in the contexts wherein they occur. The other is its use of current events. Other improvements have shortened and simplified chapters, increased the numbers and types of pedagogical supplements, and expanded the international appeal of examples.
The 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 them Learn the offensive and defensive techniques used during hostile acquisitions Delve into the strategies and motives that inspire M&As Access 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.
The classic, comprehensive guide to mergers and acquisitions, now completely updated for today''s market.
Authoritative and completely up-to-date, the Fourth Edition of The Art of M&A is an unsurpassed, one-stop guide to every facet of mergers and acquisitions that enables you to make winning deals with complete confidence. This definitive resource retains its popular Q&A format, offering quick access to all the changes that have occurred in the field since the merger wave of the 1990s. The book explores every key aspect of winning M&A transactions, and presents advice on avoiding common M&A pitfalls. The Fourth Edition of The Art of M&A features vital information on: Getting Started in Mergers and Acquisitions --learning the basic M&A process, requirements, negotiating skills, and objectives Planning and Finding --deciding what to buy and then locating it Valuation and Pricing -- using multiple valuation methods to discover the true value of an acquired company or unit The Art of Financing and Refinancing -- mastering funding sources and issues Structuring M/A/B Transactions -- managing general, tax, and accounting considerations The Due Diligence Inquiry -- looking into the past, present, and future risks of the business to be purchased Negotiating the Acquisition Agreement and the Letter of Intent-- understanding two vital documents in the M&A process Closing -- synchronizing the many individual items to produce a harmonious transaction Postmerger Integration and Divestitures -- following through after the M&A deal to capture the economic value of synergies Special Issues for M&A in Public Companies_examining the unique legal and business considerations of public entities Workouts, Bankruptcies, and Liquidations -- handling specific financial problems that arise in M&A transactions with entities in the zone of insolvency Structuring Transactions with International Aspects -- developing the necessary skills and knowledge to do M&A deals across national borders Filled with detailed examples and case studies, this updated classic also includes discussion of purchase accounting, Section 404, new legal cases with M&A implications, and more.
Real-world advice for determining the most advantageous structure in a merger, acquisition, or buyout The actual structuring of a merger or acquisition is key to the success of the entire procedure. The Art of M&A Structuring explores ways to approach a deal as an investment and satisfy the often conflicting financial and operational goals of all parties, from buyers and sellers to investors and lenders. Written in the trademark Q&A style that made The Art of M&A a landmark business bestseller, this book is filled with real-world examples and cases. Decision makers in any organization will quickly find the M&A information and insights they need, including: Up-to-date GAAP and tax considerations Advantages and disadvantages of spin-offs and spin-outs Special considerations for off-balance-sheet transactions
An M&A “dream team” of experts explains how to conduct due diligence in the first, most important step in the process—determining exactly what a company is worth "What's it worth?" Valuation is the common thread that unifies every M&A transaction, regardless of a company's industry, financial condition, or stage of development. The Art of M&A Valuation and Modeling bridges the gap between M&A valuation in theory and as an appraisal practice. It shows how to perform objective analyses, address all parties’ subjective interests in the transaction, and use practical financial models to complete a smooth transaction that benefits everyone. Alexandra Reed Lajoux is Chief Knowledge Officer at the National Association of Corporate Directors (NACD). She has more than 30 years of experience as a senior writer and editor of newsletters, articles, and books on various business topics. H. Peter Nesvold is a managing director with Jefferies & Co. in New York, where he heads transportation and automotive-related equity research. Elizabeth Bloomer Nesvold is the managing partner of Silver Lane Advisors, an M&A advisory firm specializing in the investment and wealth management industries.
A 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.
Written by the Founder and CEO of the prestigious New York School of Finance, this book schools you in the fundamental tools for accurately assessing the soundness of a stock investment. Built around a full-length case study of Wal-Mart, it shows you how to perform an in-depth analysis of that company's financial standing, walking you through all the steps of developing a sophisticated financial model as done by professional Wall Street analysts. You will construct a full scale financial model and valuation step-by-step as you page through the book. When we ran this analysis in January of 2012, we estimated the stock was undervalued. Since the first run of the analysis, the stock has increased 35 percent. Re-evaluating Wal-Mart 9months later, we will step through the techniques utilized by Wall Street analysts to build models on and properly value business entities. Step-by-step financial modeling - taught using downloadable Wall Street models, you will construct the model step by step as you page through the book. Hot keys and explicit Excel instructions aid even the novice excel modeler. Model built complete with Income Statement, Cash Flow Statement, Balance Sheet, Balance Sheet Balancing Techniques, Depreciation Schedule (complete with accelerating depreciation and deferring taxes), working capital schedule, debt schedule, handling circular references, and automatic debt pay downs. Illustrative concepts including detailing model flows help aid in conceptual understanding. Concepts are reiterated and honed, perfect for a novice yet detailed enough for a professional. Model built direct from Wal-Mart public filings, searching through notes, performing research, and illustrating techniques to formulate projections. Includes in-depth coverage of valuation techniques commonly used by Wall Street professionals. Illustrative comparable company analyses - built the right way, direct from historical financials, calculating LTM (Last Twelve Month) data, calendarization, and properly smoothing EBITDA and Net Income. Precedent transactions analysis - detailing how to extract proper metrics from relevant proxy statements Discounted cash flow analysis - simplifying and illustrating how a DCF is utilized, how unlevered free cash flow is derived, and the meaning of weighted average cost of capital (WACC) Step-by-step we will come up with a valuation on Wal-Mart Chapter end questions, practice models, additional case studies and common interview questions (found in the companion website) help solidify the techniques honed in the book; ideal for universities or business students looking to break into the investment banking field.