Merger & Acquisition Valuation and Structuring 2nd Edition

Achieve a complete understanding of the following sample concepts:

 Calculation of unlevered free cash flow from business case projections

 Importance of standalone focus in estimating an opportunity’s cost of capital

 Financial theory determines the optimal level of debt employment, taxes largely determine where in world-wide operations debt capacity is best utilized

 In practice, nonsystematic risk is often provided for in the valuation analysis in contrast to what financial theory suggests

 Capital market performance over the last couple of years may suggest that the cost of equity capital has declined from the levels indicated by long term historical trends

 Only when used together do the value metrics of NPV and IRR provide a full readout of the risk / return profile of an investment opportunity

 Price gaming provides a sense of the competitive price pressure at play in an industry

 The terminal value calculation is usually the most critical element of a valuation and the calculation most likely to be in error

 The use of an EBITDA multiple terminal value calculation may not be appropriate with respect to
opportunities whose cost of capital is likely to change over time

 Calculating the premium above “hold and operate value” necessary to cover “tax friction”

 Value of a tax-free reorganization to types of shareholders; individuals, corporations, institutions

 Structuring tax-free transactions when some level of shareholder dissent is expected

 Evaluating the attractiveness of a section 338(h)(10) election and the ensuing step-up in tax basis

 Comparing the attractiveness of spin-offs and split-offs

 Implications of an acquisition premium to both acquiring and target shareholders

 Judging the “fullness” of a proposed acquisition premium

 Designing and interpreting collars in stock-for-stock transactions

 Optimizing among tax and accounting structural alternatives

 Sources and valuation of synergistic value, justifying premiums under newly issued FAS 142

 Structuring to reduce the possibility of goodwill impairment losses under newly issued FAS 142

 Understanding stock price movement and how stock price relates to shareholder wealth creation

 Antitrust overview, pitfalls, and planning

 Interpreting P/E ratios, return on equity and growth expectations implied

 Anticipating investment community reaction to an announced acquisition

 Calculating a company’s “sum-of-the-parts” value

 Assessing the riskiness of a foreign country and adjusting the valuation accordingly

 Optimizing the foreign financing plan to mitigate taxes, political risk, foreign exchange risk, and FAS 52 induced reported income volatility

In a field with no shortage of authoritative writings, this book has all the elements of a standout. Whether new to the field of mergers & acquisitions, or a seasoned professional, the reader will readily embrace the approach and style that the author has adopted. Without sacrificing accuracy and completeness, complex concepts and relationships have been reduced to a highly understandable state. Through the liberal use of skillfully constructed illustrations, and through the employment of an outline format, the reader is brought along step-by-step to an integrated understanding of the tax, accounting, and financial considerations at play in mergers & acquisitions. The author has demystified several subjects that for years have vexed the finance organizations of companies large and small alike. These include: the value/earnings relationship; the estimation of shareholder expectations; and the creation and calibration of shareholder wealth. The chapter on the valuation of international transactions is an unexpected bonus that might alone be worth the “price of admission”.