Mergers and Acquisitions Basics

MICHAEL E. S. FRANKEL is a seasoned finance and business development executive with extensive experience in M&As, complex finance transactions, corporate strategy, and business development transactions. He has led more than 100 transactions and has worked on hundreds more. He served as vice president of business development at GE Consumer FinanceA- Americas. Previously, he was vice president of corporate development at VeriSign, Inc. While at VeriSign, he led a development team that was responsible for substantially increasing VeriSigna s net income over a two--year period (closing over two dozen acquisitions and equity investments). Prior to joining VeriSign, Frankel was a vice president with Merrill Lyncha s global industries investment banking group, where he advised transportation, logistics, and large industrial clients on M&Asa complex equity and debt offerings, as well as initial public offerings. His clients included General Motors, Rollins Truck Leasing, Cendant, and UPS.

Preface. Acknowledgments. Chapter 1: Introduction. Chapter 2: The Players. The Buyer. The Seller. Investors/Owners. Corporate Staff. Advisors. Regulators. Others. Chapter 3: Decision to Buy or Sell. Reasons to Buy. Choosing to Sell. Chapter 4: Buyer's Preparation for the Deal. Developing a Strategy. Building a Capability. Devising a Process. Planning the Message. Chapter 5: Seller's Preparation for the Deal. Building a Capability. Making the Business Most Sellable: Cleaning It Up. Setting Expectations with Constituents. Chapter 6: Deal Process. Determining the Universe of Buyers. Making the Approach. One--on--One Negotiation. Formal Auction. Informal Auction. Bankruptcy Auction. Direct versus Proxy. Relative Positions of Power. Chapter 7: Due Diligence. Building a Team. What the Buyer Wants to Know. Chapter 8: Valuation. Standard Valuation Methods. Pro Forma: Finding and Splitting the Upside. Getting the Valuation and Pro Forma Done. Chapter 9: Integration Planning. Dedicating Resources. Linking Due Diligence to Integration Planning and Execution. Key Integration Issues. Chapter 10: Financing Issues. Cost of Capital. Lost Opportunities. Financing Contingency: "Bird in the Hand". Chapter 11: Closing the Deal and After. How Is a Deal Closed? Other Signing and Closing Events. Postclosing Issues. Integration and Look Back (the Postmortem). Appendix A: Standard Form Deliverables During a Strategic Transaction Example. Appendix B: Due Diligence Report Table of Contents. Appendix C: Standard Deal Process Checklist Example. Appendix D: Standard Approval Process Example. Appendix E: Approval of a Strategic Transaction: Key Topics in Presentation. Appendix F: Generic Valuation Exercise. Appendix G: Generic Acquisition Term Sheet for Acquisition by Public Buyer of Privately Held Target. Appendix H: Generic Investment Term Sheet. Index.