Dennis J. Roberts, CPA, CVA, ABV, is Chairman of The McLean Group, LLC, a national M&A firm whose primary focus is on Middle Market businesses. He lectures, teaches, and writes on M&A, business valuation, and corporate finance to national audiences, having more than thirty-five years of accounting and investment-banking experience involving a multitude of transactions across a wide variety of industries and markets. He is a regular contributor to various journals, including Thomson's Valuation Strategies and the Journal of Accountancy. He testifies frequently as an expert witness and was the chief valuator of the Nixon Watergate Tapes.

About the Author.

Acknowledgments.

Foreword.

Preface: A Profession.

A Career in Middle Market Investment Banking.

The Origins of a Deal Junkie.

The Deal Junkie Arrives (Almost).

Why Another M&A Book?

My Intended Audience.

Happy Families.

Disclaimers, Apologies, and Modest Lies.

CHAPTER 1 The Middle Market Is Different!

CHAPTER 2 Drivers of Middle Market Activity and the Sellers.

CHAPTER 3 Finding--and Understanding--Buyers in the
Middle Market.

CHAPTER 4 Preparing a Middle Market Business for Sale and
Running the Business while Selling It.

CHAPTER 5 Rewarding and Retaining Key Staff in Connection with a
Business Sale: Blackmail or Justice?

CHAPTER 6 Crystal Balls and Timing the Sale of a Middle Market
Business.

CHAPTER 7 The Confidential Information Memorandum.

CHAPTER 8 Confidentiality While Doing the Deal.

CHAPTER 9 Middle Market Investment Bankers and
Intermediaries.

CHAPTER 10 The External M&A Team, and Using the Team
Correctly.

CHAPTER 11 Anyone Can Do M&A--Right?

CHAPTER 12 Two Types of Auctions: The Informal Auction and the
Controlled Auction.

CHAPTER 13 Financial Services Agreements, Estimating
Professional Fees, and the Importance of Integrity around Large
Sums of Money.

CHAPTER 14 Investment Banking Representation on the Buy
Side.

CHAPTER 15 The Letter of Intent: The Most Critical Document?

CHAPTER 16 Some Thoughts on the Psychology of M&A
Negotiations.

CHAPTER 17 Initial Meetings with Buyers, Pricing the Company,
and Pacing the Negotiations.

CHAPTER 18 Consideration and Deal Structure.

CHAPTER 19 Earnouts.

CHAPTER 20 The Proof Phase, or the Final Days.

CHAPTER 21 After the Nuptials: Postmerger and Acquisition
Failures.

CHAPTER 22 Does a Sales-Side Client Need an Appraisal before
Going to Market?

CHAPTER 23 The Rules of Five and Ten and the Super Rule of Five
in M&A Valuation.

CHAPTER 24 An Introduction to the Basic Art and Science of
Valuation (Sales-Side versus Buy-Side) as Applied to M&A
Transactions, and Flavors of EBITDA Explained.

CHAPTER 25 A Brief Discussion of Multiples and Multiple
Realities.

CHAPTER 26 Qualitative Values Inherent in the Target
Company.

CHAPTER 27 M&A Conventions and Establishing Balance Sheet
Targets.

CHAPTER 28 Special M&A and M&A Valuation Topics.

CHAPTER 29 Common M&A Taxation Issues.

CHAPTER 30 The Business of Middle Market Investment Banking.

CHAPTER 31 A Postscript: The Capital Markets.

CHAPTER 32 Another Postscript: The Unbundled Approach to Formal
Valuation.

A Bird, a Plane?

Notes.

Index.