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

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Pessimists see distressed M&A . . .

Optimists see distressed M&A

Opportunities abound in “bankruptcy beauties”—both in good times and bad. Distressed mergers and acquisitions used to be the domain of a handful of specialists, who generated handsome profits by unlocking value in troubled companies. Now, you can learn the secrets for participating in these deals with knowledge and confidence. The Art of Distressed M&A provides the critical information needed to manage the unique complexities of buying, selling, and financing troubled companies.

The Art of Distressed M&A arms you with creative solutions to seemingly impossible problems and helps you to avoid common pitfalls. This comprehensive guide enables you to:

  • Understand the roles, rights, and responsibilities of debtors, secured creditors, unsecured creditors, advisors, trustees, and bankruptcy courts
  • Navigate through complicated valuation, financing, legal, accounting, and tax issues
  • Communicate effectively and make informed proposals in multiparty negotiations
  • Create the optimal deal structure—from prepackaged plans of reorganization to 363 sales to loan-to-own transactions

The Art of Distressed M&A also highlights practical examples using recent bankruptcy cases following the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 and is the first publication of its kind since 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: 317,939
  • 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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