Mergers and Acquisitions Deal-makers

Building a Winning Team

Second Edition

Countless mergers take place every year, giving the impression--on paper, at least--of making sound financial and strategic sense, yet many disintegrate or fail to meet expectations because the crucial strategic element of understanding the actual players, their agendas, and biases is often neglected or overlooked. Mergers and Acquisitions Deal-Makers: Building a Winning Team, Second Edition takes you behind the scenes of strategic transactions to keep you one step ahead of all the players and make the deal happen.

Drawing from author Michael Frankel's unique experience working with companies in the process of merging, he provides an insider's look, complete with the pitfalls as well as the best practices, of all the players--from the buyers and the sellers, to the institutional shareholders, to private investors--with insights on how to work smart with each player as well as the economic and incentive models that drive each one.

Premised on the idea that the individual players in a merger are the key to understanding the deal, Mergers and Acquisitions Deal-Makers: Building a Winning Team, Second Edition begins by discussing the buyer and seller as unified entities, then peels back the legal facade at the deal table to reveal the individuals behind the details, including:

Executive management

In-house corporate development

Line management

Board of directors

Equity holders

Private investors

Lawyers and investment bankers

Equally valuable reading for deal specialists who carry out strategic transactions for a living as well as for business people who encounter mergers andacquisitions on occasion and simply want to understand how they work, Mergers and Acquisitions Deal-Makers: Building a Winning Team, Second Edition gives you straight talk on leveraging the most important component of the deal: the players, how they work, and how to effectively manage them.

The term "takeover", of which the first form is mergers and acquisitions (M&A), refers to the transfer of control of a business from one group of shareholders to another. Considering the importance of this issue and the real drives behind takeovers, it has become imperative to identifying companies that are vulnerable to takeover by two types: tender offer and exchange offer. This book thus presents the legal aspects, the theoretical justifications and the empirical contributions of takeovers, and analyzes the economic and financial characteristics of targets in order to assess the probability of being acquired. An empirical approach based on two quantitative studies is then applied to the European market, which is still virgin territory in terms of academic research. Finally, acquisition probability models have been developed and they have a 72% forecast accuracy average rate of targets. Corporate Takeover Targets is aimed at students and researchers in economic and management, as well as M&A consultants.

A widespread misunderstanding concerning leveraged buyouts (LBOs) is the belief that they accomplish little but the ruin of companies and the loss of employment. How else could it be? Until recently, journalists, including much of the business press, have depicted LBO specialists as generally greedy, if not sinister, forces whose activities compound the dislocations of modern American economic and social life. This kind of criticism reached a crescendo in the press and in Congress at the end of the 1980s, and Kohlberg Kravis Roberts found itself in the middle of the controversy. Based on interviews with partners of the firm and on unprecedented access to KKR's records, George P. Baker and George David Smith have written a definitive account of how KKR has approached LBOs in a book that will appeal to the specialist and general reader alike. The authors focus on KKR's founding, evolution, and innovations as ways to understand issues in modern American business. In examining KKR as a unique form of enterprise--one that subscribes to a set of alternative perspectives on business and value creation--the book bridges the gap between public perception and academic knowledge of how financial innovation impacts economic life. The firm's approach to leveraged buyouts was an important aspect of the corporate restructuring and governance reforms in the American economy from the mid-1970s through 1990 (the years of what some have called the "leveraged buyout movement"). KKR and other companies fundamentally altered the prevailing perception of the role of debt in the modern American corporation and established an alternative model for organizing and managing corporate enterprises. KKR financed the companies it acquired with high levels of debt, while linking their ownership to management. It then imposed rigorous monitoring by the board of directors over the companies in its portfolio. This combination of factors forced managers to concentrate not on growth but rather on how to achieve value through whatever means was most appropriate to the company's circumstances. The purpose of the leveraged buyout was to realize, or "create," value in companies by reforming their management systems. KKR's approach to restructuring the relationship between owners and managers in a highly leveraged firm rested on a basic principle: Make managers owners by making them invest a significant share of their personal wealth in the enterprises they manage, and they will have stronger incentives to act in the best interests of all shareholders.

Airline mergers do not always go as planned and/or realise their stated goals. The stockholders, employees, customers, and served communities often have competing interests in the merger process. Some stakeholders may support a merger at the outset of discussions, but change their mind over time. This book explores the impacts and issues of a United-Continental merger from a congressional perspective. Several major issues associated with the merger are discussed, including its potential effect on airfares, its effect on routes and services, whether employment is likely to increase or decrease, whether existing United-Continental airport hubs will retain their status in the future, how the United-Continental merger will affect further consolidation in the U.S. airline industry, and whether the merger will have a significant impact on industry profitability.

This book is based on ethnographic research from 2001-2, during Bank of Scotland's first year of merger with Halifax to form HBOS. The research is revisited from the present perspective in the wake of the global banking and financial crisis that undermined HBOS in 2008. This historical perspective on the ethnographic data is used to explore: people's responses to the pressures of heightened competition and organisational change; mutual and sometimes antagonistic perceptions of Scottish and English identities across the two merged banks; conflicting evaluations of national and organisational cultures; and the challenges of integrating ethnographic and historical perspectives in a single study. As an historical ethnography it 'salvages' a disappearing culture of Scottish and UK banking, disintegrated by neoliberal processes. -- .

"A well written and comprehensive journey into M&A...an essential reference for any M&A practitioner...this isn't just a book about great thoughts and process, but rather how to turn insight into deals, and deals into lasting value."
-From the Foreword by Joseph R. Perella
Chairman, Institutional Securities and Investment Banking Group, Morgan Stanley

"Bob Bruner's Applied Mergers and Acquisitions is a masterful and comprehensive treatment of the topic of M&A. The book is remarkably complete, discussing economic valuation, legal considerations, deal structure, ethics, accounting, post-merger integration-and more. It blends material from practice and from academia in an easy-to-read style, making it a must-read, and want-to-read, for anyone interested in this subject."
-Peter Tufano
Sylvan C. Coleman Professor of Financial Management, Harvard Business School

"Preeminent scholar Robert Bruner has combined the best insights from theory with proven lessons from industry to produce the definitive resource on mergers and acquisitions. Bruner's renowned teaching skills and keen intellect are evident throughout, rendering a must-read for finance students, investors, and corporate executives into a remarkably enjoyable read."
-Mark Kritzman
Managing Partner, Windham Capital Management Boston and Research Director, The Research Foundation of the Association for Investment Management and Research (AIMR)

"How many books really succeed in teaching M&A practitioners to distinguish among deals that should be avoided, deals that are promising but can't be executed by the teams involved, and deals where significant value can be achieved? We should start the count withBruner's Applied Mergers and Acquisitions. Bruner is the ultimate teacher for practitioners who want to improve performance."
-Edward A. Snyder
Dean and George Pratt Shultz Professor of Economics
University of Chicago Graduate School of Business

"Bob Bruner has achieved the impossible: covering in one book all relevant economic, financial, accounting, legal, and tax aspects of mergers and acquisitions and illustrating each concept with case studies. Impressive!"
-Theo Vermaelen
Professor of Finance, INSEAD

"Bob Bruner's book combines the best of academic thinking and business practice on one of the most fascinating and challenging topics in all of business. The area of mergers and acquisitions stretches executives and scholars to consider the whole realm of management practice-from strategy, to finance, to law, to negotiations, to integration planning, to human behavior."
-Robert S. Harris
Dean, Darden Graduate School of Business Administration, University of Virginia

Between 1895 and 1904 a great wave of mergers swept through the manufacturing sector of the U.S. economy. More than 1,800 firms disappeared into horizontal combinations, at least a third of which controlled more than 70 percent of the markets in which they operated. In The Great Merger Movement in American Business, Naomi Lamoreaux explores the causes of the mergers, concluding that there was nothing natural or inevitable about turn-of-the-century combinations. With the aid of a formal model, Lamoureaux demonstrates that the merger wave was the product of a particular historical combination of circumstances: the development if capital-intensive production techniques; a spurt of rapid growth in a number of heavy industries in the late 1880s and early 1890s; and the panic and depression of 1883. Together, this sequence of events produced an episode of abnormally severe price competition that manufacturers finally turned to consolidation to alleviate. Despite her conclusion that the mergers were not inevitable, Lamoreaux does not accept the opposing view that they were necessarily a threat to competition.

Based on face-to-face interviews with over 20 self-made billionaires.

There are thousands of books on millionaire thinking. The knowledge they offer isn't enough to get you to the highest ranks of wealth. The richest people of our times are billionaires. Only 1 in 5 million world citizens belongs to this group. Billionaires are extremely rare, and their mindset differs hugely from that of ordinary millionaires.

The Billion Dollar Secret offers firsthand knowledge of billionaire entrepreneurs told in their own words. Never before has someone interviewed 20+ self-made billionaires across the world for a book project. The author worked for years with some of the very best entrepreneurs on the planet and distilled their secrets into 20 mental principles that enabled them to start from zero and create billions of dollars in value during one life span. This book gives you the road map to follow their path to extreme wealth and success.

"Business Restructuring in Asia asks whether the post-crisis acquisitions amounted to a ""fire sale"" of valuable Asian assets. If so, was there truly no other solution? Zhan and Ozawa discuss whether the role of M&A ""vulture funds"" in crises of this kind is good, bad, or just an inevitable function of free capital markets."

What makes the "Advances in Mergers and Acquisitions" series stand out is its focus on all three characteristics that make up this research field - studies from scholars in different countries, with different research questions, relying on different theoretical perspectives. Such a broad, and inclusive, approach to mergers and acquisitions is not easily replicated in academic journals, with much narrower mandates and metrics. The collections published each year provide cutting edge ideas by leading scholars on a global scale. Doing so not only broadens the questions being studied, but also helps researchers consider the inter-relationships among different perspectives. In the final analysis, the best way to build understanding around a topic as diffuse as mergers and acquisitions is to be both integrative, and expansive, in choice of research questions and theoretical underpinnings. "Advances in Mergers and Acquisitions" offers this unique perspective, not easily found elsewhere, that will help scholars think about mergers and acquisitions in new ways, building our knowledge base on this critical topic.

Leveraged buyouts (LBOs) are innovative and sometimes controversial transactions. Loading a target company with the debt used to acquire it requires careful judgement, and getting the balance right between debt-load and future performance can be a demanding challenge. The financial analyst's role therefore sits at the heart of a successful leveraged buyout. It is his or her analysis of a target company and a prospective LBO which lays the foundation for a viable deal - or alerts parties to potential problems. This book assists financial analysts by explaining both the principles involved in leveraged buyouts, as well as detailing the ins and outs of putting together an industry-standard LBO analysis.Written by financial expert David Pilger, in lucid and accessible English it takes readers through: - the purpose, advantages, risks and outcomes of LBOs - the typical players in an LBO deal - step-by-step instructions on building an LBO analysis in Excel: from sources of funds, through income statements, cost structure, interest, EBITDA, cash flow, debt paydown and returns Eminently practical and authoritative, this is an indispensable guide for any finance professional or student looking to master a vital area of modern finance. By understanding the techniques and principles underlying LBO analysis, and by working through the model in this book, readers will acquire a deeper understanding of the LBO investor's perspective - and be able to use these techniques as a practitioner in the financial industry.

Up-to-date guidance for conducting a successful M&A for banks and financial institutions

The simmering economic climate since the financial crisis faces a front of new competition and sweeping regulatory reforms expected to drive the U.S. banking sector into consolidation in the next ten years. Capitalizing on the upcoming opportunities will take strategically focused preparation. "The Art of Bank M&A" is the unprecedented guide to mastering the merger and acquisition of a bank and any other financial institution.

M&A transactions involving financial businesses take place in a framework of regulation, which makes them greatly different from those of commercial companies. The specialized coverage in this one-of-a-kind guide gives you an insider's interpretation of the Dodd-Frank Wall Street Reform and Consumer Protection Act, along with the most popular techniques and strategies used to shed and acquire financial entities within the regulation. Straightforward explanations and instructive examples from the real world reveal: Major changes in banking law and unique considerations for bank holding companies The why and how of bank M&As, including how banks achieve growth and value How to value and validate financial businesses, including the basic steps for determining a price range to purchase a bank Trends in practices, controversy, and reporting for transborder bank M&As, including a convenient summary of inbound and outbound transaction regulations Where to find opportunity in distressed and insolvent banks

M&A is the most powerful and risky weapon in financial strategy, and like other books in The Art of M&A series, this latest title gives you everything you need to be savvy in the M&A arena. To prepare for the coming surge in bank mergers and acquisitions, turn to the unmatched, sector-specific guidance in "The Art of Bank M&A."

Whether you're a senior bank manager, a government regulator, or an individual investor, "The Art of Bank M&A" covers everything you need to know about the unique economic structures of banks and financial institutions and the federal regulations they must operate within. Sweeping changes brought on by the Dodd-Frank Act as well as the new economic environment still emerging from the 2007-2009 financial crisis makes this timely guide a must-read for everyone involved in banking and M&A. From valuing a business entity to post-merger integration, this conveniently organized guide walks you through every important step of a bank M&A, including: The regulatory framework of bank mergers, and the strategies and standards driving the transaction The reasons behind banks combining their resources, processes, and responsibilities through mergers How to put a price on the value one financial entity brings to another How banks create value through synergy 250 critical questions on the minds of today's forward-thinking professionals

Even if you're not directly involved in M&A transactions, this book provides both institutional and individual investors with useful information on the latest investment vehicles and strategies for making money on bank stocks.

Before opportunity washes away, learn "The Art of Bank M&A."

Empirische Untersuchungen belegen einen mittlerweile auch in Deutschland erhoehten Verbreitungsgrad der Due Diligence bei Mergers & Acquisitions (M&A). Differenziert wird bei den Untersuchungen zwischen einzelnen Teilreviews (Financial, Tax, Legal etc.) allerdings wurden bislang keine breiten empirischen Erkenntnisse zur Durchfuhrung der Due Diligence gewonnen. Die Fragestellung bei dieser Untersuchung lautet, in welchen Determinanten die Due Diligence tatsachlich durchgefuhrt wird. Determinanten der Due Diligence sind die Dauer der Due Diligence und Terminierung im Akquistitionsprozess, die Groesse und Zusammensetzung des Due Diligence-Teams, die Informationsquellen wahrend der Due Diligence, die eingesetzten Instrumente wie Checklisten u.a., die wirtschaftliche und wirtschaftsrechtliche Relevanz der Due Diligence sowie die Dokumentation und Berichterstattung uber die Due Diligence.

Law and Economics in European Merger Control provides a thorough introduction to the economic theory underlying the regulation of mergers. The central economic concepts of efficiency and welfare are introduced and their role in the foundations of competition law is explained. Market structures of perfect competition, monopoly and oligopoly are analysed and the methods for delineating and evaluating the effects of mergers on markets are explained.
Having examined the economic context, the book then proceeds to offer an exhaustive analysis of the application of economic theory in the practice of merger regulation in Europe. Through an analysis of more than 300 competition cases the book critiques the current state of EC competition law against its economic aims, and offers views for the future development of the law. It also sets out an account of the European Commission's search for a 'more economic approach' to competition law, and analyses the policy's successes and failures.

This second edition of Merger Control in the EU provides the reader with an exhaustive analysis of the European Community rules relating to merger control, including the new EC Merger Regulation 139/2004 of 20 January 2004 which entered into force on 1 May 2004 and the latest interpretive notices adopted by the European Commission. A brand new addition to the book is the companion website which will maintain the currency of the main work after publication; a service that is free of charge to all who own a copy of the book. The European Commission has exclusive competence to authorise or prohibit concentrations which have a Community dimension. Bearing in mind the economic relevance of these operations, decisions made by the Commission have an extraordinary market impact. This work is an invaluable and precise instrument for legal practitioners and economists, as well as for those undertakings involved in merger operations or acquisitions. It will enable them to become acquainted with the Commission's policy in this field and to guide themselves through the complex procedure of notification in Brussels. It will also be useful for those merger operations which are required to follow the procedure of notification to the national competition authorities in EU Member States, since the Commission's guidelines inspire, to a large extent, the acts and decisions of the national authorities in this field. This book analyses the issues related to merger control not only from a legal standpoint, but also from an economic one. It is a product of the authors' knowledge and experience in Brussels as officials of DG Competition in the Commission, and as lawyers defending the interests of undertakings involved in the notification procedure.

A detailed and authoritative practitioner work on mergers and acquisitions of companies in the US and UK, this will be an important reference for lawyers on both sides of the Atlantic (including all major companies with dealings in those jurisdictions). It covers law and practice in the US and UK in equal detail: the US chapters cover both federal and key state regulatory regimes; UK chapters include coverage of the City Code and developments in the European Union.

The ultimate guide to the ins and out of mergers and acquisitions

"Practitioner's Complete Guide to M&As" provides the practical tricks of the trade on M&As: what they need to know, what they have to know, and what they need to do. Numerous examples and forms are included illustrating concepts in discussion.Written in a straight-talking styleA highly, practical application-oriented guide to mergers and acquisitionsCovers strategy development; deal flow and target identification; due diligence; valuation and offers; tax structuring; negotiation; and integration and value creation"Presents information using bullet points rather than lengthy narrative for ease of readingNumerous exhibits, forms, and examples are included

This practical guide takes you through every step of the M&A process, providing all the necessary tools that both the first-time M&A player as well as the seasoned practitioner need to complete a smart transaction.

These ten chapters explore sequential aspects of the M & A process, from the pre-combination phase, to issues that should be taken into account when considering a merger or acquisition, to post-merger integration concerning the determinants of acquisition performance.