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The Art of Distressed M&A: Buying, Selling, and Financing Troubled and Insolvent Companies / Edition 1

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Companies may encounter financial distress at any point in the economic cycle. Addressing the distress of a vendor, customer, borrower, counterparty, or portfolio company is timeconsuming, expensive, and distracting. Not being prepared is far worse!

Into its third successful decade, The Art of M&A series now offers a comprehensive framework for buying, selling, and financing troubled and insolvent companies in nearly any industry. Even if you have mastered traditional M&A, the unique terms, concepts, and procedures in distressed M&A can be puzzling and counterintuitive.

Retaining the series’ highly accessible Q&A format, The Art of Distressed M&A delivers:

  • Clear, concise answers to complex, interdisciplinary questions
  • Guidance on how to avoid common pitfalls and techniques for designing creative solutions
  • Essential material from recent bankruptcy cases, the Bankruptcy Code, the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005, and The Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010
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Product Details

  • ISBN-13: 9780071750196
  • Publisher: McGraw-Hill Professional Publishing
  • Publication date: 2/18/2011
  • Edition number: 1
  • Pages: 496
  • Sales rank: 701,972
  • Product dimensions: 6.40 (w) x 9.10 (h) x 1.70 (d)

Meet the Author

H. Peter Nesvold, Esq., CFA, CPA, is a managing director at Jefferies & Co. Previously, he was a portfolio manager/analyst at Lazard Asset Management and an M&A lawyer at Shearman & Sterling. He coauthored The Art of M&A and The Art of M&A Structuring.
Jeffrey M. Anapolsky, Esq., MBA, has over 10 years of experience advising, operating, and investing in special situations involving bankruptcies, liquidations, and workouts. He has worked as a bankruptcy attorney at Akin Gump Strauss Hauer & Feld, a restructuring advisor at Wasserstein Perella, and a distressed investor at Sun Capital Partners and American Capital.
Alexandra Reed Lajoux, MBA, Ph.D., is chief knowledge officer of the National Association of Corporate Directors. She is the author of The Art of M&A Integration and coauthor of The Art of M&A, The Art of M&A Due Diligence, The Art of M&A Structuring, and The Art of M&A Financing and Refinancing.

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Table of Contents

Preface vii

Section 1 The Big Picture 1

Chapter 1 Business Failures 3

Chapter 2 Alternatives for Distressed Companies 31

Chapter 3 Trends in Distressed M&A and Investing 67

Section 2 The Bankruptcy Players 97

Chapter 4 A Debtor and Creditor Overview 99

Chapter 5 Secured Creditors 127

Chapter 6 Unsecured Creditors 151

Chapter 7 Advisors and Other Parties 173

Section 3 Avoiding Common Pitfalls 211

Chapter 8 Accounting for Workouts: TDRs, Extinguishments, and Modifications 213

Chapter 9 Accounting for Bankruptcy: NOLs and Fresh Start Reporting 235

Chapter 10 Mitigating Legal Risks in Distressed M&A: Fiduciary Duties, Antitrust, and Fraudulent Transfers 269

Section 4 Deal Structures That Work 303

Chapter 11 Principles of Distressed Company Valuation 305

Chapter 12 Distressed M&A Strategy: The Plan of Reorganization 333

Chapter 13 Distressed M&A Strategy: 363 Sales and Loan-to-Own Transactions 373

Chapter 14 Distressed M&A Strategy: Financing and Refinancing Considerations 403

Conclusion 457

Index 461

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