Mergers & Acquisitions: An Insider's Guide to the Purchase and Sale of Middle Market Business Interests

Mergers & Acquisitions: An Insider's Guide to the Purchase and Sale of Middle Market Business Interests

Dennis J. Roberts

Language: English

Pages: 450


Format: PDF / Kindle (mobi) / ePub

This book was designed not only for owners and managers of middle market businesses but as a training text for middle market M&A investment bankers and consultants. It discusses the art and science of middle market M&A as well the all-important psychology and behind-the-scenes negotiations pursued with a particular emphasis on obtaining the absolute highest value when selling a business. Subjects addressed include valuation, taxation, negotiations, M&A conventions, among many others from the buy-side and sell-side perspectives.

Subtitled "Tales of A Deal Junkie," this serious but occasionally irreverent book tells it like it is, including anecdotes to provide a "feel" for what really goes on in middle market transactions. The author, a former practicing CPA and a business valuation expert, is a veteran M&A investment banker with years of real life experience. He also is a widely-acclaimed instructor in the M&A field and a nationally-respected practitioner who has trained thousands of investment bankers. No comparable book on the market today provides this degree of comprehensive and invaluable insight.

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offshore and not prearranged, but fewer disclosure requirements than Reg. D. No United States solicitation (directed selling efforts). Pros, cons, and details: Constitutes a speedy offshore way to sell securities and raise capital. But must come to rest outside of United States (cannot be resold within United States) for at least a one-year restricted period since 1996, which can constitute a major disadvantage. EARLY-STAGE VENTURE CAPITAL (VC) Nature of the investor: Sophisticated,

the document, and obtaining sign-off approval by the seller will tend to unfold over the course of a month to a month and one half. Clients and Confidential Information Memoranda: An Intense Collaboration From the investment banker’s perspective, the most important aspect of collaborating with the client in the writing of the CIM is the invaluable opportunity to really get to know a client and his company quite well in a relatively short period of time. No matter how well an investment

in cash, I am in a position to truthfully tell the first buyer I already have an offer with $16 million in cash in it and the second buyer that I already have a $20 million offer. I have pointed out elsewhere in this book that honesty and integrity are key to negotiating transactions and I firmly believe that. In other words one should always tell the truth. But not the whole truth. Nobody in a negotiation is expected to disclose their whole hand. It is not in the nature of negotiating do that.

despite the fact that the results often remain more obscure in terms of actual values. Relative values may well be more intuitively apparent. For example, a review of revenues and net earnings may help establish the relative values of two companies operating in the same industries. So what is the transaction value in this type of situation? It will prove elusive, and may require independent appraisals or negotiations between the investment banker and his client. By closing, hopefully, the

executing each of these rules (especially regarding getting credit for concessions) requires exquisite timing. Act too quickly, and one undercuts the purpose of the client’s original position (the one so vociferously challenged by the other side) while signaling a lack of confidence in one’s own position. But wait too long to act, and the deal might well die (a final death) as the other side gives up on the deal, having been pushed one provision too far. Bricklaying and Negotiations St

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