Middle Market M & A (eBook)

Handbook for Advisors, Investors, and Business Owners
eBook Download: EPUB
2022 | 2. Auflage
496 Seiten
Wiley (Verlag)
978-1-119-82812-9 (ISBN)

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Middle Market M & A -  Christian W. Blees,  Kenneth H. Marks,  Michael R. Nall,  Thomas A. Stewart
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An in-depth and practical exploration of middle-market mergers and acquisitions from leading experts in the field 

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

You’ll discover the market trends, perspectives, and strategies commonly affecting business transitions in all phases of a deal, as well as the processes and core subject areas (e.g. valuation, structure, taxation, due diligence, etc.) required to successfully navigate and close transactions in the private capital markets. 

  • The latest edition of this handbook includes new discussions about: 
  • The middle market landscape and the evolution and impact of private equity on the private capital markets  
  • The concepts of mergers and acquisitions from an owner’s point of view 
  • Ways in which transition and value growth planning can optimize the value owners and investors can realize in sell-side and buy-side transactions  
  • New technologies being used in the M&A process 

Perfect for advisors, investors, and business owners, the new edition of Middle Market M & A is a must-read roadmap of the strategic transaction landscape that provides solid, practical guidance for attorneys, accountants, investment bankers, corporate development, exit planners, investors, lenders and the owners, entrepreneurs, and leaders of middle market companies. 



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.


An in-depth and practical exploration of middle-market mergers and acquisitions from leading experts in the field In the newly revised Second Edition of Middle Market M & A: Handbook for Advisors, Investors, and Business Owners, mergers and acquisitions experts Kenneth H. Marks, Christian W. Blees, Michael R. Nall, and Thomas A. Stewart deliver a comprehensive overview of mergers, acquisitions, divestitures, and strategic transactions of privately held companies with revenues between $5 and $500 million per year. You'll discover the market trends, perspectives, and strategies commonly affecting business transitions in all phases of a deal, as well as the processes and core subject areas (e.g. valuation, structure, taxation, due diligence, etc.) required to successfully navigate and close transactions in the private capital markets. The latest edition of this handbook includes new discussions about: The middle market landscape and the evolution and impact of private equity on the private capital markets The concepts of mergers and acquisitions from an owner's point of view Ways in which transition and value growth planning can optimize the value owners and investors can realize in sell-side and buy-side transactions New technologies being used in the M&A process Perfect for advisors, investors, and business owners, the new edition of Middle Market M & A is a must-read roadmap of the strategic transaction landscape that provides solid, practical guidance for attorneys, accountants, investment bankers, corporate development, exit planners, investors, lenders and the owners, entrepreneurs, and leaders of middle market companies.

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.

Preface

Acknowledgements

Part One - Middle Market Overview

C1 The Middle Market

C2 Private Capital Markets

C3 Valuation Perspectives

Part Two - For the Business Owner / Operator and Entrepreneur

C4 Transition, Succession and Exit Planning

C5 Value Growth and Optimization

Part Three - The M&A Practice and Processes

C6 Practice Management

C7 Sell-Side Representation and Process

C8 Corporate Development and the Buy-Side Process

C9 Buy-Side Representation

C10 Technology in the M&A Process

C11 Professional Standards and Ethics

Part Four - M&A Technical Discussions

C12 Financial Analysis

C13 Market Valuation

C14 Deal Structure

C15 Financing Sources and Capital Structure

C16 Due Diligence

C17 Tax Provisions Used in M&A

C18 Legal Documentation

C19 Regulation and Compliance

C20 Cross Border Considerations

Glossary

About the Authors

About the Contributors and Reviewers

Index

"Understanding how private businesses access capital for growth and successful owner transition is one of the most critical and least understood parts of the small and medium-sized business economy. This second edition of Middle Market M&A is a must read for anyone who needs to master the ever-evolving dynamics of the private capital marketplace. There is no better reference book for equity investors, private company owners and the advisors that unite them."

--BRETT PALMER, President Small Business Investor Alliance (SBIA)

"Often overlooked or discussed only as an afterthought, Marks and his co-authors have focused on an increasingly important part of the vibrant M&A market -- the so-called 'middle market' where indeed the most deals take place. This market is huge as are the implications for buyers of mid-sized companies, their founders and sellers, the myriad advisors, investors and business school students. This book should be on the bookshelf of every one of those groups. This handbook provides not just an overview of the necessary elements for success in mid-market dealmaking, but is a rigorous and, importantly, up-to-date compendium of the broad range of issues that anyone dealing in this market will encounter."

--SCOTT MOELLER, Director, M&A Research Centre; Professor, University of London

ADDITIONAL PRAISE FOR MIDDLE MARKET M&A


“As a business owner who has done several M&A deals, and as a former Chair of the Global Entrepreneurs Organization (EO), where I knew many business owners who did M&A deals, I found the information and practical advice in this book very helpful. We all read about the big deals that happen, but understanding the truths about small to middle market M&A is very different. Middle Market M&A is a great guide to navigating the entire process.”

—David Anderson Founder of several businesses, EO Arizona member

“It's great to see a book recognize the middle market like Middle Market M&A does. Having owned and eventually selling a middle market company I sometimes felt we were, until now, the forgotten segment in the business world. This book is full of knowledge and insight and after reading it I no longer feel like the forgotten company owner!”

—Jim Baker Entrepreneur and author of The Adventure Begins When the Plan Falls Apart

“Whether selling to a strategic buyer or private equity firm, business owners and their advisors will find Middle Market M&A a go‐to resource as they think about and work through the deal process.”

—Rush Benton, CFA Senior Director of Strategic Growth, CAPTRUST

“Combining business, corporate strategy, legal, tax and accounting considerations and approaches involved in today’s middle market M&A transactions into a single, thorough, yet easily digestible format, I would consider the Middle Market M&A Handbook a “must have” desk side resource for today’s deal professional operating in the middle market segment.”

—Scott Bowers, Partner, Womble Bond Dickinson (US) LLP

“All business owners will eventually exit their company. For those that want to proactively plan and know their options, Middle Market M&A is the go‐to guide for understanding the process and gaining insights into how deals work and having an edge in getting the most value. Even if your exit is to the next generation, this handbook provides a perspective on value creation and making the succession and transition easier. Middle Market M&A should be a required read for every owner and entrepreneur.”

—Bill Buxton, Vistage Chair

“Having participated in middle market M&A over the past 25 years, I've learned how successful transactions hinge on many factors, beginning with the initial idea of a deal—to getting it closed. This handbook provides a rare and unique overview of the spectrum of topics and concepts critical to understanding and optimizing the outcome.”

—Lanny D. Bynum, CPA Thompson, Price, Scott, Adams & Co. P.A.

“An owner’s business is often their largest asset. This handbook helps entrepreneurs and business owners properly consider their goals and objectives to enable them to present their company in an intentional manner to maximize the value of an asset they have often spent a lifetime building.”

—Terry J. Carlton, Managing Partner, Jordan Price Wall Gray Jones and Carlton, PLLC

“The new edition of this handbook for advisors, investors, and business owners on middle market M&A is an outstanding update for anyone involved in mergers and acquisitions. It is a comprehensive, well‐written, and stellar contribution to the M&A literature and to the M&A practice. It is a must‐buy for businesses, investors, and advisors, not only for middle market M&A but for anybody interested in the field more generally.”

—Professor Sir Cary Cooper, CBE Co‐editor, Advances in Mergers and Acquisitions Series Alliance Manchester Business School, University of Manchester, UK

“Whereas similar efforts barely manage to scratch the surface, the Middle Market M&A handbook represents a thoughtful and comprehensive treatise on topics of relevance to stakeholders across the transaction spectrum. An equally must‐have resource for serious M&A professionals and the clients they serve.”

—Michael C. Gillette Shareholder, Polsinelli PC

“For the M&A market, sellers, buyers, and advisors alike can find a lot of helpful information here. This highly readable guide is especially relevant for the middle market space, where mom‐and‐pop meets the highly resourced, sophisticated worlds of corporate finance and private equity. This reference contains a detailed survey of M&A guidance including areas such as: reviewing seller’s goals and aspirations; understanding of market segments, types of buyers, and proper valuation; optimizing finance and capital structures; finding buyers; and structuring a deal so both sides can succeed. All of it is delivered in plain English, with practical thoughts on updated technology, ethical standards, and best practices. Well done!”

—Chris Hostetler Financial Advisor, Hilltop Wealth Advisors

“It is wonderful to see the second edition of Middle Market M&A, particularly in light of all the significant changes in this market over the past 10 years! As an M&A attorney, mainly on the sell‐side, I frequently point my clients to this resource so that they are more knowledgeable about the M&A process. I am confident that these clients who delve into the handbook have better outcomes and fewer surprises in their transactions.”

—Fred D. Hutchison Hutchison PLLC

“Great collection of the how‐to's of M&A. No BS advice. Highly recommend.”

—Bharat Kanodia, ASA Founder and Chief Appraiser, Veristrat LLC Inc. Magazine contributor

“Having practiced corporate law for almost 20 years and teaching M&A to law students for the past 5, I have come to appreciate the complexity and nuance around M&A transactions. Middle Market M&A provides a well‐organized and thoughtful journey through all of the key elements of a middle market M&A transaction. I have found the clear and detailed presentation of the material to be accessible to both seasoned practitioners and novices alike, whether in the legal, accounting, tax, or investment banking profession.”

—Geoff Krouse, JD Assistant Dean for Alumni & Development and Senior Lecturing Fellow at Duke Law School; Of Counsel at Smith Anderson LLP

“This updated second edition of the Middle Market M&A handbook is a great resource for owners and advisors involved in the M&A process. It covers all the important topics in working through sell‐side and buy‐side deals, especially at the lower end of the market.”

—Brent Kulman Managing Director, Business Development, Five Points Capital

“As an entrepreneur having sold my landscaping business to a large industry leader, understanding the terms and concepts outlined in Middle Market M&A was highly valuable. This handbook is a great tool to have as you think about selling your company.”

—Don W. Long Best‐selling author, speaker, and transformational leader former; owner of Long Brothers Landscaping

“Often overlooked or discussed only as an afterthought, Marks and his co‐authors have focused on an increasingly important part of the vibrant M&A market—the so‐called middle market where indeed the most deals take place. This market is huge as are the implications for buyers of mid‐sized companies, their founders and sellers, the myriad advisors, investors, and business school students. This book should be on the bookshelf of every one of those groups. This handbook provides not just an overview of the necessary elements for success in mid‐market dealmaking, but is a rigorous and, importantly, up‐to‐date compendium of the broad range of issues that anyone dealing in this market will encounter.”

—Professor Scott Moeller Director, M&A Research CentreBayes Business School (formerly Cass), City, University of London

“It is not a question of if, but when, you will sell your business … and when you do, this handbook should be front and center during the process. Entrepreneurs are the best at growing businesses … the guidance in Middle Market M&A by these experts is what is needed to translate your hard work and passion into valuable business building and successful M&A!”

—Randy H. Nelson, Serial Entrepreneur Author of the Decision Series for Entrepreneurs

“Understanding how private businesses access capital for growth and successful owner transition is one of the most critical and least understood parts of the small‐ and medium‐sized business economy. This second edition of Middle Market M&A is a must read for anyone who needs to master the ever‐evolving dynamics of the private capital marketplace. There is no better reference book for equity investors, private company owners, and the advisors that unite them.”

—BRETT PALMER, President Small Business Investor Alliance (SBIA)

“A valuable M&A handbook. This edition of Middle Market M&A provides readers with a solid understanding of where the middle market and private capital markets currently sit while going into best practices from a sell‐side and buy‐side perspective. The technical section...

Erscheint lt. Verlag 21.9.2022
Reihe/Serie Wiley Finance Editions
Sprache englisch
Themenwelt Recht / Steuern Wirtschaftsrecht
Wirtschaft Betriebswirtschaft / Management Unternehmensführung / Management
Schlagworte Accounting • Bewertung • Rechnungswesen • Valuation
ISBN-10 1-119-82812-0 / 1119828120
ISBN-13 978-1-119-82812-9 / 9781119828129
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