Mergers and Acquisitions Playbook: Lessons from the Middle-Market Trenches

Mergers and Acquisitions Playbook: Lessons from the Middle-Market Trenches

by Mark A. Filippell

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Product Details

ISBN-13: 9780470627532
Publisher: Wiley
Publication date: 11/30/2010
Series: Wiley Professional Advisory Services Series , #3
Pages: 336
Sales rank: 1,290,161
Product dimensions: 6.20(w) x 9.10(h) x 1.30(d)

About the Author

MARK A. FILIPPELL is a co-founder and Managing Director at Western Reserve Partners, an M&A boutique. He has nearly thirty years of investment banking experience and has personally completed over 125 merger and acquisition transactions. Prior to co-founding Western Reserve Partners, he was the manager of the Mergers & Acquisitions Department at KeyBanc Capital Markets and McDonald Investments. His clients have included Eaton, Novar Electronics, Claymont Steel Holdings, Liqui-Box, General Electric, Computational Systems, Excel Mining Systems, and MascoTech.

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Table of Contents

Preface.

Acknowledgments.

Chapter 1: Why People Sell Businesses.

Honesty Is the Best Policy.

Most Common Reasons People Sell.

Proactively Making the Sale Decision.

Notes.

Chapter 2: Should the Seller Hire an Intermediary?

What Do Investment Bankers Do Anyway?

Criteria for Selecting an Investment Banker.

Investment Banker Fees.

Choosing the Right Investment Banker.

Notes.

Chapter 3: What Is the Business Worth?

Valuation Methodologies.

Applying Valuation Theory to Real-World Situations.

Notes.

Chapter 4: The Difference between 'Value' and 'Currency'.

Mediums of Exchange in M&A.

Sale of a Company's Stock.

Notes.

Chapter 5: Taking Advantage of the Seller's Unfair Advantages: Prepping and Timing.

Preparation.

Timing.

Involving the Management Team.

Informing the Workforce.

Leaks.

Conclusion.

Notes.

Chapter 6: Preparing the Documents.

The Offering Memorandum.

The Executive Summary.

The Management Presentation.

The Data Room.

The Definitive Purchase Agreement.

Notes.

Chapter 7: Identifying and Cultivating the Right Buyers.

Strategic Buyers.

Financial Sponsors

Diversification Parties.

ESOPs.

Management.

Family Members.

Notes.

Chapter 8: How Many Buyers to Approach?

Negotiated Sale.

Limited Auction.

Broad Auction.

Notes.

Chapter 9: Approaching Prospective Buyers.

Confidentiality.

Distributing the Offering Memorandum to Buyers.

Securing Buyers' Indications of Interest.

Appendix 9A: Confidentiality Agreement.

Appendix 9B: Sample Process Letter.

Appendix 9C: Indication of Interest.

Notes.

Chapter 10: Management Presentations and Plant Tours.

Management Presentations.

Facility Tours.

Next Steps.

Notes.

Chapter 11: Negotiating the Purchase Price.

The Letter of Intent.

Case-Specific Negotiating Strategies.

Negotiating Dynamics.

Appendix 11A: Letter of Intent.

Notes.

Chapter 12: Moving from Letter of Intent to Closing.

The Negotiating Dynamics Have Reversed.

Hart-Scott-Rodino Filing.

Keeping the Closing Process on Track.

What If It's Not Meant to Be?

Appendix 12A: Definitive Purchase Agreement.

Notes.

Chapter 13: Sales Forced by Bankruptcy or Financial Duress.

The Painful Decision to Act.

Secured Party Sales.

Sales Engineered before Filing, but Closed in Bankruptcy Court.

Sales Engineered and Closed in Bankruptcy Court.

Notes.

Chapter 14: Working with Lawyers.

Legal Involvement from Day 1.

The Lawyer's Distinct Role.

'Deal Makers' versus 'Deal Breakers'.

Retaining the Right M&A Lawyer.

The Legal 'Check-Up'.

Collaborating with the Investment Banker.

Drafting and Negotiating the Purchase Agreement.

Effective versus Ineffective Lawyering.

Managing the M&A Lawyer.

Appendix 14A: Seller's Attorney Pre-Transaction Checklist.

Note.

Chapter 15: After the Sale Has Closed.

Post-Closing Immediate Cooperation.

Post-Closing Subsequent Matters.

Post-Closing Subsequent Matters.

Leveling the Playing Field.

Notes.

About the Author.

Index.

Customer Reviews

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Mergers and Acquisitions Playbook: Lessons from the Middle-Market Trenches 5 out of 5 based on 0 ratings. 16 reviews.
Anonymous More than 1 year ago
Mergers & Acquisitions Playbook is an essential addition to any creditor's rights, bankruptcy and workout lawyer's library, especially for those who represent buyers or sellers of distressed assets. Chapter 13, "Sales Forced by Bankruptcy or Financial Duress," and Chapter 14, "Working with Lawyers," provide useful and practical advice for those who play in this space, and Mr. Filippell's addition of "Appendix 14A: Seller's Attorney Pretransaction Checklist" is timely and helpful. Mr. Filipell's often tongue-in-cheek writing style, coupled with his ability to explain complex concepts with simplicity, makes this a joy to read.
Anonymous More than 1 year ago
Jim Collins, in Good to Great, searched for those qualities that differentiated the average company from the true standouts. While the long-term performance results of the best companies are available to all, the means by which those ends were achieved were far more subtle. And so it is with Playbook. Although billed as a how-to manual, on a subtle but powerful level it is an unintentional autobiographical account of how the author achieved greatness as a mergers and acquisitions specialist. Those who have watched Mark perform his magic over the years have witnessed those traits for which greatness was the unanticipated byproduct. Beyond his intellectual brilliance, Mark possesses two relatively uncommon virtues, particularly when they appear in tandem. First, his tenacity is legendary. It becomes doubly powerful when one's overarching motivation is to further the interests of his client. Playbook in its own right is a powerful tool; executed by anyone with Mark's intellect and temperament it is dynamite.
IN-law More than 1 year ago
Mark is an old pro M&A guy and not surprisingly is a clear presenter of very valuable information that one either disregards and suffers or considers and prospers. It's the old 5 P's that have universal application..."Prior Preparation Prevents Piss-poor Performance". For those who have been around it's a pleasant refresher and for the new comer it's a roadmap to making good decisions. The Book is well done and a fun easy read.
Anonymous More than 1 year ago
As a finance professional, I found this book to be a very informative, yet extremely interesting read. It is a thorough overview of the M&A process in a very interesting manner, using the author's personal annecdotes and examples from a long career in investment banking. I highly recommend this book to anyone interested in selling their business or learning about the M&A process and the many nuances involved in a transaction.
Jack_C22 More than 1 year ago
With a landscape littered with dry technical text, this is a exceptional and informative read. The author writes as though he is across the table talking personally to you. This is be a "must read" for anyone considering buying or selling a private enterprise.
Anonymous More than 1 year ago
chuck49CS More than 1 year ago
The Mergers and Acquisitions Playbook has something for everyone - whether for a seasoned deal maker or a "first timer", Mr. Filippell has authored a practical resource for reference in every aspect of an M&A deal from conception to consummation. Having done nearly a half dozen successful deals with Mark's assistance over nearly 15 years, I can vouch for the crediblity of his insights and guidance.
Anonymous More than 1 year ago
A superb book which was well written and entirely accurate because I used Mark Filippell to sell my company in 1999. A great experience. Roger Eve
Anonymous More than 1 year ago
Anonymous More than 1 year ago
Mark covers every aspect of this subject in an easily readable style and also provides a good reference book. He includes many examples from his own experience. I wish I'd had this book when selling my company in 2007 and while acquiring companies as well.
Mary2274 More than 1 year ago
While the book's main target audience is the small business owner looking to educate him/herself about the sales process, this book is also a must read for young professionals either newly entering or looking to enter the field. As a young professional myself, this book went further to giving me a real world understanding of M&A than any of the text books or other readings I encountered while at school. Because the book presents the material in a straight forward, easy to understand manner, it's ideal for a student or inexperienced professional. At the same time, I also believe that even experienced professionals can learn a great deal from the different anecdotes and lessons the author relates from his own vast experience in M&A.
Brad59 More than 1 year ago
Written by an expert in the industry. Information is clear and concise. Very enjoyable read. Highly recommended.
Rosie79 More than 1 year ago
I have had a long term interest in the business world and this book has given me a much bettter insight into its workings, in a very pleasant and easy read. Should be mandatory reading for all business school students.
Anthony84 More than 1 year ago
This is an easy read for a complex subject. Every facet of the many requirements in buying or selling a company are clearly explained. Examples are provided which really relate to everyday experiences.
Anonymous More than 1 year ago
A book for any business owner or advisor to understand the process of selling a business, succession planning or simply building a better organization. Mark captures the essence of building your internal and external teams to increase your probability of success. Importantly, a process that starts now even if selling your business is not on the immediate horizon.
Jim46998 More than 1 year ago
This book is great. It provides practical advice for every business owner or family member who needs to sell. It is also helpful to those that want to purchase a business. While a business owner may be accomplished at his or her specific business, they are generally a novice at selling a business. That is where the author's expertise comes in. One can tell he has advised hundreds of business owners over his decades of experience from his anecdotes. And, unlike so many academic tomes, written by those that have little real experience, this book moves along quickly and is a delight to read. I highly recommend it to everyone who contemplates buying or selling a business.