OVERVIEW
- Global M&A
- Emerging Market M&A Issues
- Who the key players in the capital markets are
- What the capital raising process looks like
- The Buyer’s Viewpoint
- Three Ways M&A can Increases Value
- Buy vs. Build Synergies
CHARACTERISTICS AND PROCESS OF SELL-SIDE M&A
- Organization and Preparation
- Auctions
- Auction Structure
- Identify Seller Objectives and Determine Appropriate
- Sale Process
- Perform Sell-Side Advisor Due Diligence and
- Preliminary Valuation Analysis
- Select Buyer Universe
- Prepare Marketing Materials
- Prepare Confidentiality Agreement
- First Round
- Contact Prospective Buyers
- Negotiate and Execute Confidentiality Agreement with Interested Parties
- Distribute Confidential Information Memorandum and Initial Bid Procedures Letter
- Prepare Management Presentation
- Set up Data Room
- Prepare Stapled Financing Package
- Receive Initial Bids and Select Buyers to Proceed to Second Round
- Valuation Perspectives—Strategic Buyers vs. Financial Sponsors
CHARACTERISTICS AND PROCESS OF SELL-SIDE M&A (Continued)
- Second Round
- Conduct Management Presentations
- Facilitate Site Visits
- Provide Data Room Access
- Distribute Final Bid Procedures Letter and Draft
- Definitive Agreement
- Receive Final Bids
- Negotiations
- Evaluate Final Bids
- Negotiate with Preferred Buyer(s)
- Select Winning Bidder
- Render Fairness Opinion
- Receive Board Approval and Execute Definitive Agreement
- Closing
- Obtain Necessary Approvals
- Shareholder Approval
- Financing and Closing
- Negotiated Sale
CHARACTERISTICS AND PROCESS OF BUY-SIDE M&A
- Buyer Motivation
- Synergies
- Cost Synergies
- Revenue Synergies
- Acquisition Strategies
- Horizontal Integration
- Vertical Integration
- Conglomeration
- Form of Financing
- Cash on Hand
- Debt Financing
- Equity Financing
- Debt vs. Equity Financing Summary—Acquirer Perspective
CHARACTERISTICS AND PROCESS OF BUY-SIDE M&A (Continued)
- Deal Structure
- Stock Sale
- Asset Sale
- Stock Sales Treated as Asset Sales for Tax Purposes
- Buy-Side Valuation
- Analysis at Various Prices
- Contribution Analysis
- Merger Consequences Analysis
- Purchase Price Assumptions
- Balance Sheet Effects
- Accretion/(Dilution) Analysis
RISK CONSIDERATIONS FOR M&A
- Risk vs. return analysis
- Due diligence and uncovering incorrectly valued and unrecorded assets and liabilities
- Conducting business through subsidiaries
- Contingent liabilities
- Turnaround candidates
- Operational vs. financial problems
