Mergers & Acquisitions: An Insider's Guide to the Purchase and Sale of Middle Market Business Interests
Dennis J. Roberts
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.
the public market as an IPO. It points out nicely the benefits of price arbitrage, but my main reason for including it is to illustrate the important distinction between valuing a company using private market multiples and public market multiples. You simply cannot take public multiples as indicative of what a private business is worth for many reasons, including size, similarity (degree or lack of) of the businesses, etc., but a fundamental reason is that the multiples are extremely different
distribution of assets section 338(h)(10) election International deals Investees Investment banks and bankers advising client to reject deal and business terms buyers, representing. See Buy-side representation characteristics of client assistance client intake management conflicts of interest cultural issues discounted future earnings method, use of fees Financial Services Agreements. See Financial Services Agreements (FSAs) and identifying potential buyers industry specialists
Banks and specialty lenders that lend to ESOPs in turn make payouts to the seller, who does not have to wait for his money. The tax-deductible qualified retirement plan contributions made by the business are then used to pay back the loan. ESOPs do pose some problems. As with any management or employee buyout, determining the value of the business being sold can be very difficult. Valuations must be determined by a professional valuator. ESOPs are heavily regulated by the IRS and the Department
hands. Not a bad philosophy, and most certainly one that had served them well. A few days into my visit, Jim looked me straight in the eye and asked, “Dennis, do you have any experience doing sales-side investment banking for a company in our very specific niche industry?” While that very question was by no means unexpected, its timing nonetheless took me aback. Out of the corner of my eye, I saw Margot, watching me like a hawk, carefully studying my reaction while waiting for my response.
investment banking Financial Services Agreement (FSA), which for the most part is a fairly standard document from firm to firm, at least in its substantive terms. But before the seller signs an FSA, he is well-advised, even when working with the most reputable investment banking professionals, to review it with his attorney. Having been a party to hundreds of FSAs over the years, I note with some bemusement that not a single one of them ever came back from its review by the seller’s attorney