Practitioner's Complete Guide to M&As: An All-Inclusive Reference

Preface.

Topic 1 Strategy Development Then M&A.

Topic 2 M&A Process: Front to Back.

Topic 3 Why M&A?

Topic 4 Deal Criteria.

Topic 5 Sourcing.

Topic 6 Fees for Services.

Topic 7 Financial and Strategic Buyers.

Topic 8 How Long Will It Take to Complete the Deal?

Topic 9 Confidentiality Agreements.

Topic 10 “Concern Capture” Due Diligence.

Topic 11 Keep Deal Conversations Quiet.

Topic 12 Auctions.

Topic 13 Seller's Prospectus.

Topic 14 Pay for Inherent Capabilities Only.

Topic 15 Platform Value: What Is It and How Much Is It Worth.

Topic 16 Buyer Seller Value Perspectives.

Topic 17 Integration Initiatives Will Determine Deal Value.

Topic 18 Unlock Hidden Value: The Lean Enterprise.

Topic 19 The Real Deal: Lean.

Topic 20 Valuation: An Overview.

Topic 21 Discounted Cash Flow: An Introduction.

Topic 22 Free Cash Flow.

Topic 23 Fair Return on a Deal.

Topic 24 Risk Free Rates.

Topic 25 Equity Risk Premiums.

Topic 26 What Is Business Risk?

Topic 27 Entropy: Tendency toward Negative Variation.

Topic 28 Equity Investor Risk.

Topic 29 Beta.

Topic 30 Systematic Risk.

Topic 31 Unsystematic Risk.

Topic 32 Beta With or Without Debt.

Topic 33 Beta: Levered or Unlevered.

Topic 34 Beta Application in Determination of C_u.

Topic 35 Levered Beta Moves as Debt to Equity Moves.

Topic 36 Size Premium.

Topic 37 Weighted Average Cost of Capital.

Topic 38 Terminal Values, Terminal Value Multiples, and Terminal Value DCFs.

Topic 39 Discounted Cash Flow Valuation Illustrated.

Topic 40 Leverage: The Real Deal.

Topic 41 Debt Limits.

Topic 42 Debt Adds Value: The Derivation of Dt.

Topic 43 Characteristics of the Leverage Buyout.

Topic 44 Valuing the Leveraged Buyout.

Topic 45 Real Option Valuation.

Topic 46 Real Option Valuation Example.

Topic 47 M&A Values Are Not All The Same

Topic 48 Discounts and Premiums.

Topic 49 Discounted Cash Flow Valuations: Minority or Control.

Topic 50 Inflation in DCF Valuations.

Topic 51 Integration, Alignment, and Synergy Benefits: Plan It Out

Topic 52 Integration, Alignment, and Synergy Benefits: Value the Synergy Benefits.

Topic 53 Venture Capital Valuations: An Example.

Topic 54 Discount Rates and Valuing Free Cash Flow.

Topic 55 Growth, C* and Return: The Engine to Increased Valuations and Deferred Tax Advantage.

Topic 56 How Fast Can The Target Grow?

Topic 57 Cash Flow Multiples, Growth Rates, and Discount Rates.

Topic 58 Comparable Multiples.

Topic 59 Converting FCF_M to P/Es and Other Valuation Multiples and Deriving Slot Multiples for Public Companies.

Topic 60 EBITDA Valuation Engine.

Topic 61 Free Cash Flow Equivalent Impacts for Arbitrary Adjustments to Discount Rates.

Topic 62 Transferring Defined Benefit Pension Plan Liability Issues.

Topic 63 Environmental Remediation Expenses.

Topic 64 Environmental Insurance.

Topic 65 Management Warrant Incentive Plans.

Topic 66 Negotiation: Introduction and Overview.

Topic 67 Negotiation: Values, Offers, Prices, and Risk Assumption.

Topic 68 Negotiation: Offer Content.

Topic 69 Negotiation: Create Space in Your Ideas.

Topic 70 Negotiation: Beware of the Emotions of Private Sellers.

Topic 71 Negotiation: Imprint.

Topic 72 Negotiation: Handling Tight Spots.

Topic 73 Negotiation: Closing the Bid-Ask Negotiating Gap.

Topic 74 Negotiation: Be Aware of Leverage and Deal Momentum Shift.

Topic 75 Negotiation in the Final Stages.

Topic 76 Negotiations: Use Earn-Outs or Noncompete Agreements to Close a Bid Ask Gap.

Topic 77 Negotiation: After the Deal Is Agreed.

Topic 78 Negotiation: Bluffing and How to Handle It.

Topic 79 Negotiation: When to Step Away.

Topic 80 Negotiation: When Do You Proceed.

Topic 81 Negotiation: Do A Time Capsule.

Topic 82 Negotiation: Build Trust to Get Closed.

Topic 83 Exits Under Duress: Have A Plan If The Deal Does Not Work.

Topic 84 Structuring the Deal: An Overview.

Topic 85 Structuring the Deal: Asset Step Ups, Noncompete and Synergy Valuation Engines.

Topic 86 Total Shareholder Return.

Topic 87 Stakeholder Value Creation.

Topic 88 EVAquity: Equity Equivalent for the Private Held Company to Align Management and Shareholder Interests.

Topic 89 Letter of Intent.

Topic 90 Purchase and Sale Agreement.

Topic 91 Purchase and Sale Agreement: Explanation By Section.

Topic 92 Working Capital Adjustments to the Purchase Price.

Topic 93 Indemnification and Survival Provisions.

Topic 94 Earnouts and Escrows.

Topic 95 Joint Venture Transaction: Valuation and Structuring Overview.

Topic 96 Why Deals Go Bad.

Topic 97 After the Deal: Do a Deal Bible.

Topic 98 Do the Audits: Integration Plan; Deal Value Creation.

About the Author.

Index.

DAVID T. EMOTT is a seasoned manager with over twenty-five years of progressively greater responsibility in directing corporate strategy development, M&A and joint venture initiatives, performance measurement, strategic planning, control, financing, information technology, and tax planning activities in international and domestic theaters. He currently runs his own consulting business, D.T. Emott Advisory LLC, which provides services to buyers and sellers of companies or operating units.