Mergers & Acquisitions: An Insider's Guide to the Purchase and Sale of Middle Market Business Interests / Edition 1

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Mergers & Acquisitions

An Insider's Guide to the Purchase and Sale of Middle Market Business Interests

The first book on mergers & acquisitions (M&A) to authoritatively convey the unique issues and circumstances of Middle Market M&As—those companies valued between $5 million to $300 million with sales of $6 million to $600 million—Mergers & Acquisitions: An Insider's Guide to the Purchase and Sale of Middle Market Business Interests addresses the many challenges, pitfalls, and difficulties inherent in transactions involving Middle Market businesses.

Destined to become the guide every Middle Market M&A seller keeps by their side, this how-to resource presents real-world anecdotes and vignettes alongside the technical content to help sellers understand how deals can successfully take place most effectively for the greatest return on their investments.

Mergers & Acquisitions: An Insider's Guide to the Purchase and Sale of Middle Market Business Interests addresses the unique issues and circumstances of Middle Market M&As, including how to start, market, and run an M&A practice, as well as discussion on licensing and regulatory requirements, forms, and much more. Author Dennis Roberts shares his decades of M&A experience, with expert discussion of:

  • How to find and understand buyers in the Middle Market
  • How to run a Middle Market business while preparing it for sale
  • Keeping confidentiality while doing the deal
  • Informal and controlled auctions
  • The psychology of M&A negotiations
  • The basic art and science of valuation as applied to M&A transactions
  • Confirmatory due diligence, the definitive agreement, and closing
  • Does a sales-side client need an appraisal before going to market?

Rich with helpful guidance that covers the "feel" of the transaction as well as essential tips on technique, Mergers & Acquisitions: An Insider's Guide to the Purchase and Sale of Middle Market Business Interests examines a wide and disparate range of material to equip sellers to realize the greatest return on their investments.

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Product Details

  • ISBN-13: 9780470262108
  • Publisher: Wiley
  • Publication date: 2/3/2009
  • Edition number: 1
  • Pages: 413
  • Product dimensions: 6.30 (w) x 9.10 (h) x 1.50 (d)

Meet the Author

Dennis J. Roberts,  CPA, CVA, ABV, is Chairman of The McLean Group, LLC, a national M&A firm whose primary focus is on Middle Market businesses. He lectures, teaches, and writes on M&A, business valuation, and corporate finance to national audiences, having more than thirty-five years of accounting and investment-banking experience involving a multitude of transactions across a wide variety of industries and markets. He is a regular contributor to various journals, including Thomson's Valuation Strategies and the Journal of Accountancy. He testifies frequently as an expert witness and was the chief valuator of the Nixon Watergate Tapes.

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Table of Contents

About the Author.



Preface: A Profession.

A Career in Middle Market Investment Banking.

The Origins of a Deal Junkie.

The Deal Junkie Arrives (Almost).

Why Another M&A Book?

My Intended Audience.

Happy Families.

Disclaimers, Apologies, and Modest Lies.

CHAPTER 1 The Middle Market Is Different!

CHAPTER 2 Drivers of Middle Market Activity and the Sellers.

CHAPTER 3 Finding—and Understanding—Buyers in the Middle Market.

CHAPTER 4 Preparing a Middle Market Business for Sale and Running the Business while Selling It. 

CHAPTER 5 Rewarding and Retaining Key Staff in Connection with a Business Sale: Blackmail or Justice?

CHAPTER 6 Crystal Balls and Timing the Sale of a Middle Market Business.

CHAPTER 7 The Confidential Information Memorandum.

CHAPTER 8 Confidentiality While Doing the Deal.

CHAPTER 9 Middle Market Investment Bankers and Intermediaries.

CHAPTER 10 The External M&A Team, and Using the Team Correctly.

CHAPTER 11 Anyone Can Do M&A—Right?

CHAPTER 12 Two Types of Auctions: The Informal Auction and the Controlled Auction.

CHAPTER 13 Financial Services Agreements, Estimating Professional Fees, and the Importance of Integrity around Large Sums of Money.

CHAPTER 14 Investment Banking Representation on the Buy Side.

CHAPTER 15 The Letter of Intent: The Most Critical Document?

CHAPTER 16 Some Thoughts on the Psychology of M&A Negotiations.

CHAPTER 17 Initial Meetings with Buyers, Pricing the Company, and Pacing the Negotiations.

CHAPTER 18 Consideration and Deal Structure.

CHAPTER 19 Earnouts.

CHAPTER 20 The Proof Phase, or the Final Days.

CHAPTER 21 After the Nuptials: Postmerger and Acquisition Failures.

CHAPTER 22 Does a Sales-Side Client Need an Appraisal before Going to Market?

CHAPTER 23 The Rules of Five and Ten and the Super Rule of Five in M&A Valuation.

CHAPTER 24 An Introduction to the Basic Art and Science of Valuation (Sales-Side versus Buy-Side) as Applied to M&A Transactions, and Flavors of EBITDA Explained.

CHAPTER 25 A Brief Discussion of Multiples and Multiple Realities.

CHAPTER 26 Qualitative Values Inherent in the Target Company.

CHAPTER 27 M&A Conventions and Establishing Balance Sheet Targets.

CHAPTER 28 Special M&A and M&A Valuation Topics.

CHAPTER 29 Common M&A Taxation Issues.

CHAPTER 30 The Business of Middle Market Investment Banking.

CHAPTER 31 A Postscript: The Capital Markets.

CHAPTER 32 Another Postscript: The Unbundled Approach to Formal Valuation.

A Bird, a Plane?



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