Middle Market M & a - Christian W Blees

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Auteur(s) : Christian W Blees - Kenneth H Marks - Michael R Nall - Thomas A Stewart

Editeur : Wiley

Langue : Anglais

Parution : 01/10/2022

Format : Moyen, de 350g à 1kg

Nombre de pages : 496

Expédition : 916

Dimensions : 23.0 x 16.0 x 3.0

ISBN : 1119828104

Résumé :

An in-depth and practical exploration of middle-market mergers and acquisitions from leading experts in the field

In this Second Edition of Middle Market M & A: Handbook for Advisors, Investors, and Business Owners, M&A experts Kenneth H. Marks, Christian W. Blees, Michael R. Nall, and Thomas A. Stewart deliver a comprehensive overview of mergers, acquisitions, and divestiture transactions of privately held companies with annual revenues between $5 and $500 million.

This handbook is a practical, field-tested reference and playbook for selling, buying, and recapitalizing businesses with private equity and strategic buyers in mind. Middle Market M&A?is written to provide a real-world roadmap for middle-market transactions. Rather than a purely academic treatment, it focuses on the actual frictions of privately held deals: imperfect information, tax complexity, financing constraints, and post-closing issues.

?You'll learn how to:

• Prepare a middle-market business for sale and avoid mistakes that diminish value
• Design a sell-side process that attracts the right buyers
• Navigate deal structures, rollover equity, and management incentives
• Anticipate tax, legal, and financing issues that can derail middle-market transactions

This is an excellent guide for owner transitions and exit planning. Grounded in extensive transaction experience and industry knowledge, this handbook provides proven strategies, frameworks, perspectives, and concepts to improve the likelihood of getting a middle market transaction completed while preserving and enhancing value. It is a go-to resource for attorneys, accountants, investment bankers, M&A advisors, exit planners, investors, corporate development, and business owners.

...

Biographie:

KENNETH H. MARKS is Founder and Managing Partner of High Rock Partners, a boutique firm of strategic and M&A advisors. He is an expert in mergers, acquisitions, and financing of emerging growth and middle market companies.

CHRISTIAN W. BLEES is President and CEO of BiggsKofford Certified Public Accountants and BiggsKofford Capital Investment Bank. He is the lead instructor of the Certified Merger & Acquisition Advisor (CM&AA) credentialing program.

MICHAEL R. NALL is Founder of Alliance of Merger & Acquisition Advisors and a recognized speaker on the valuation, growth, and sale of middle market companies.

THOMAS A. STEWART served as Executive Director of the National Center for the Middle Market, and Editor-in-Chief and Managing Director of Harvard Business Review....

Sommaire:

Preface xxiii

Acknowledgments xxix

Part One Middle Market Overview 1

Chapter 1 The Middle Market 3

Performance and Impact 4

Definition 5

Characteristics of Middle Market Companies 7

Ownership 7

Access to and Use of Capital 8

Organization 8

Chapter 2 Private Capital Markets 11

Segmented Markets 12

How Market Players View Risk 17

Capital Providers 17

Owners' and Managers' Views of Risk/Return 18

Buyers 20

Market Activity 26

Chapter 3 Valuation Perspectives for the Private Markets 31

Private Business Valuation Can Be Viewed Through Different Standards of Value 32

Market Value 34

Investment Value 37

Fair Market Value 37

Fair Value 37

Incremental Business Value 38

Owner Value 38

LBO Value 39

Collateral Value 39

Book Value 39

Valuing Intangibles 39

Why the Different Versions of Value? 41

Valuation as a Range Concept 42

Value Worlds and Deals 43

Part Two For the Business Owner/Operator and Entrepreneur 45

Chapter 4 Transition, Succession, and Exit Planning 47

A Decision Framework 49

1. Owner Ambitions and Goals 50

2. Industry Cycle 51

3. Business Cycle 52

4. Company Foundation 53

A Team Approach 53

Chapter 5 Value Growth and Optimization 55

Increasing the Return on Invested Capital 57

Strategic Position 58

Customer Base 59

Cost Structure and Scalability 60

Working Capital 60

Human Capital 61

Reducing the Risk of Investment 62

Awareness and Planning 63

Growth Plans and Relative Position 63

Leadership Team 63

Predictability of Revenues and Earnings 65

Concentrations 65

Compliance 66

Keeping Current 67

Ease the Transfer of Ownership 67

Financial Information 68

Contracts 69

Title to Assets 69

Corporate Structure and Attributes 70

Don't Lose Focus on the Core Business 70

Summary 71

Formula Definitions 72

Part Three The M&A Practice and Processes 75

Chapter 6 Practice Management 77

Primary M&A Advisors 78

Marketing the M&A Practice 80

Target Audience 80

Networking 81

Marketing and Advertising 81

Pretransaction Consulting 82

Valuation Services 82

Other Consulting Services 82

Becoming an Expert 82

Client Acceptance 83

Confidentiality 84

Client Engagement 84

Identification of the Parties 85

Scope of Service 85

Limitations and Disclosures 86

Fees- Selling Advisor 86

Example Fee Structures 88

Termination and Tail 89

Buy-Side Engagements 89

Licensure Issues in the M&A Business 90

Chapter 7 Sell-Side Representation and Process 93

Selling Process Overview 93

Step 1: Preliminary Discussions with Seller 94

What Is the Transaction? 95

Value Expectations 95

Process 96

Step 2: Data Collection 97

Step 3: Industry Research and Identifying Buyers 100

Research Market Buyers 101

Step 4: The Marketing Book 101

Preparation 103

Seller Motivation 104

Financial Disclosures 105

Specific EBITDA Presentations 105

Balance Sheet Presentation 105

Other Financial Disclosures 106

Prospective Financial Presentation 106

Step 5: Marketing Process 106

Clear the List with the Seller 107

Initiate Contact with Buyers 107

Obtain Nondisclosure Agreements 108

Distribute the Book 108