M&A for Dummies PDF

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Mergers & Acquisitions For Dummies® Visit www.dummies.com/cheatsheet/mergersandacquisitions to view this book's cheat sheet. Table of Contents Introduction About This Book Conventions Used in This Book What You’re Not to Read Foolish Assumptions How This Book Is Organized Part I: Mergers &a...

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Mergers & Acquisitions For Dummies® Visit www.dummies.com/cheatsheet/mergersandacquisitions to view this book's cheat sheet. Table of Contents Introduction About This Book Conventions Used in This Book What You’re Not to Read Foolish Assumptions How This Book Is Organized Part I: Mergers & Acquisitions 101 Part II: Taking the First Steps to Buy or Sell a Company Part III: Starting the Deal on the Right Foot Part IV: Firming Up the Deal Part V: Closing the Deal . . . and Beyond! Part VI: The Part of Tens Icons Used in This Book Where to Go from Here Part I: Mergers & Acquisitions 101 Chapter 1: The Building Blocks of Mergers and Acquisitions Defining Mergers and Acquisitions Introducing Important Terms and Phrases

Buyer Seller Transaction (also known as the deal) Consideration EBITDA Adjusted EBITDA Closing Adhering to Basic M&A Rules and Decorum Follow the steps to getting a deal done Understand M&A etiquette Know what to tell employees — and when Considering the Costs Associated with M&A Tallying advisors’ fees and other costs Paying off debt Post-closing adjustments Sigh . . . talking taxes Determining What Kind of Company You Have Sole proprietorship Small business Middle market and lower middle market company Large company (and beyond) Chapter 2: Get ting Ready to Buy or Sell a Company Considering Common Reasons to Sell Retirement Let someone else take the company to the next level Divesting a division or product line

The industry is changing I’ve got troubles, troubles, troubles Selling a piece of the company Planning Ahead to Ensure a Smooth Sale Clean up the balance sheet Pay off debt Address legal issues Trim staff and cut dead weight Increase sales Quantify owner’s expenses and other add backs Owner, make thyself expendable Exploring Typical Reasons to Acquire Make more money Gain access to new products and new markets Implement vertical integration Take advantage of economies of scale Buy out a competitor Prepping before an Acquisition Determine the appropriate type of acquisition Get your company’s balance sheet in order Have the money lined up Set up an acquisition chain of command Buying a Company from a PE Firm Understanding why PE firms sell Evaluating a PE firm’s portfolio company Chapter 3: Previewing the Generally Accepted M&A Process

Take Note! The M&A Process in a Nutshell Step 1: Compile a target list Step 2: Make contact with the targets Step 3: Send or receive a teaser or executive summary Step 4: Execute a confidentiality agreement Step 5: Send or review the confidential information memorandum Step 6: Solicit or submit an indication of interest Step 7: Conduct management meetings Step 8: Write or review the letter of intent Step 9: Perform due diligence Step 10: Draft the purchase agreement Step 11: Show up for closing Step 12: Deal with post-closing adjustments and integration Exploring Two Types of M&A Processes: Auction versus Negotiation Who Has It Easier, Buyer or Seller? Selling is easy if you know what you’re doing Buying is difficult even if you know what you’re doing Following the Power Shifts in the M&A Process Looking at the factors of motivation Understanding who has power Reading the other party’s situation Maintaining as much power as possible when disclosing undesirable news What to Tell Employees and When Keep news of a sale process confidential Never lie

A staggered release Part II: Taking the First Steps to Buy or Sell a Company Chapter 4: Financing M&A Deals Exploring Financing Options Buyer uses his own cash Buyer borrows money Buyer utilizes Other People’s Money Buyer seeks financial help from the Seller Understanding the Levels of Debt Surveying senior lenders and subordinated debt Looking at lines of credit Taking a Closer Look at Investors Institutions versus individuals Private equity (PE) firm Strategic Buyer Striking the Right Type of Deal Exploring the differences among buyouts and majority and minority investments Choosing an asset or a stock deal: What’s Buyer buying? Examining the All-Important EBITDA Making Buyers’ Return Calculations Return on equity Return on investment

Internal rate of return Financing a Problem Child Debt is greater than purchase price The business has operating losses Chapter 5: With a Little Help from Your Friends: Working with M&A Advisors Choosing Wisely: Identifying Ideal Advisors Utilizing Inside Advisors CFO or other financial bigwig Corporate development people Hiring Outside Advisors Consulting wealth advisors when you’re ready to sell Considering an intermediary Lawyering up on both sides Looking at accountants and auditors for Buyers and Sellers I’m the tax man! Recruiting more consultants to Buyer’s team Seeking friendly advice: Using friends and family as informal advisors Skipping business appraisers Keeping Everyone on the Same Page: Avoiding Communication Breakdowns Getting Your Banker Involved Chapter 6: Finding and Contacting Buyers or Sellers Creating a Target List

Getting started Expanding and winnowing the list Capping the list: How many (and which) companies to include Sellers on Your Mark: Contacting Buyers Speaking with the right person Following a script that works Easy Does It: Contacting Sellers Getting the call off on the right foot Using a successful script You’re having a serious conversation! What now? Additional Tips for Getting Past Screeners Recognizing who you’re dealing with Overcoming screener roadblocks Tracking Your Calls Part III: Starting the Deal on the Right Foot Chapter 7: Assuring Confidentiality Tempting Buyers with an Anonymous Teaser Keeping it short and sweet Including high-level financial info only Touting key selling points Executing a Confidentiality Agreement Perusing the CA’s contents Figuring out which party sends the CA

Determining who gets more value out of the CA Handling a Breach of Confidentiality Confirming a breach Thinking long and hard about legal action Keeping the Cat in the Bag: Advice for Buyers Involving employees and advisors Discussing the deal in public Chapter 8: Creating and Reviewing an Offering Document The Offering Document in a Nutshell Compiling the Executive Summary The thesis Seller’s rationale for seeking a deal Seller’s deal guidance Presenting the Company’s Background The company’s past and present Ownership and legal entity Employee info and benefits Locations of offices and facilities Real estate Technology Legal disclosures Sharing the Go-to-Market Strategy Description of market and products Customer names

Info about competitors Doing the Numbers Historical financials Financial projections Balance sheet basics Income statement basics Losses on the books Accounts receivable terms Fixed assets (equipment) Inventory Intangible assets Chapter 9: Properly Expressing Interest in Doing a Deal Understanding the Indication of Interest Including Key Bits of Information in an Indication of Interest Preamble, platitudes, and Buyer background The proposed deal: Valuation range and other considerations The legalese An enthusiastic send off Chapter 10: Ensuring Successful First Meetings between Buyer and Seller Understanding the Importance of Meeting in Person The buyer gets to interact with key management Both sides perform due diligence on the other The parties gauge chemistry Ironing Out Management Meeting Logistics Assembling key players

Agreeing on a venue Setting the meeting agenda Perfecting the Seller’s Presentation Gathering the right material Making Seller’s presentation shine Prepping Buyers for Management Meetings Reading the Tea Leaves: Did the Meeting Go Well? Part IV: Firming Up the Deal Chapter 11: An Insider’s Guide to M&A Negotiating Keys to Negotiating Success Know your position Remember the goal: Closing a deal Negotiate with the decision-maker Bend where you can Take it one day at a time Remember your ABNs: Always be negotiating Using Successful Negotiating Tactics Say “Here’s the deal that gets it done” Pick up the phone Offer a conditional if-then agreement Understand that the first who speaks loses Don’t be afraid to haggle Beware of a bad bluff Avoiding Common M&A Negotiating Mistakes Surviving Unforeseen Twists and Turns

Getting a deal gone sideways back on track Negotiating in good faith Chapter 12: Crunching the Numbers: Establishing Valuation and Selling Price What’s a Company Worth? Determining Valuation Meeting in the Middle: Agreeing on a Price Testing the waters Buyers: Measure returns Sellers: Create a compelling valuation When Buyer and Seller Disagree: Bridging a Valuation Gap Using an earn-out to prove valuation Settling a valuation disagreement with a Seller note Paying for a company with stock Selling less than 100 percent of the company Dealing with Renegotiation Chapter 13: LOI and Behold: Making or Receiving an Offer Signaling Sincerity with a Letter of Intent Understanding the Salient Issues in the LOI Salutation and preamble Valuation and deal structure Holdback and escrow Representations and warranties Financing Due diligence and timing Approvals and conditions Role of management

Access to information Expenses Exclusivity Non-disclosure and publicity Nonbinding agreement Governing law or jurisdiction Agreeing to and Extending Exclusivity Considering exclusivity in pre-emptive bids Running out of time: Prolonging exclusivity You Have a Signed LOI — Now What? Chapter 14: Confirming Everything! Doing Due Diligence Digging into the Due Diligence Process Getting the process underway Allowing enough time for the due diligence phase Covering the expense Conveying the due diligence info to Buyer Business as usual: Running the company during due diligence Providing Appropriate Information Corporate info Operations Financials Sales and marketing info Real estate and facilities info Fixed assets Inventory Supplier info Intellectual property

Human resources Debt and financial dealings Environmental concerns Taxes Contract information Insurance Litigation history Governmental filings Considering Requests for Additional Information Chapter 15: Documenting the Final Deal: The Purchase Agreement Drafting the Deal Writing the first draft Redlining the initial draft Navigating the Final Purchase Agreement Confirm the name, rank, and serial number of the deal Determine what’s being sold, for how much, and when Know what to bring to the closing Review the representations and warranties Secure against loss with indemnifications Agree on how to handle a rep and warranty breach Get acquainted with the exhibits and schedules Part V: Closing the Deal . . . and Beyond! Chapter 16: Knowing What to Expect on Closing Day Gathering the Necessary Parties Walking Through the Closing Process

Reviewing the flow of funds statement Signing the final purchase agreement and other documents Distributing the funds: Show me the money! Popping the champagne Tying Up Loose Ends Shortly after Closing Allowing time to fully close the books Making a working capital adjustment Chapter 17: Handling Post-Closing Announcements and Adjustments Start Spreading the News Telling Seller’s employees about the deal Making a media announcement Following Through: The Deal after the Deal Closing the loop on post-closing adjustments Wrapping up the contingent payments Dealing with Disputes Handling breaches Making claims against escrow Chapter 18: Come Together: Integrating Buyer and Seller Planning the Integration Assembling a Buyer’s transition team Determining the level of autonomy Covering the carve-out bases Communicating with Seller before the close

Transition process: Planning the first 90 days Culling Products and Services Combining Operations, Administration, and Finance Handling Personnel: Successful First Steps for New Owners Addressing cultural differences Resolving conflict Acting like a leader at all times Making friends Instituting accountability Firing people Part VI: The Part of Tens Chapter 19: Ten Considerations Prior to Signing an LOI Is the Deal Too Good to Be True? How Is the Buyer Financing the Deal? How Much Cash Is in the Offer? What Are the Conditions of Escrow? Is the Deal a Stock or Asset Deal? How Does the Deal Settle Working Capital Issues Post-Closing? Is the Inventory 100 Percent Salable? Who Pays Off Any Long-Term Debt and What Happens to the Line of Credit? What Are the Tax Implications of the Seller’s Accounts Receivable? Is the Seller Signing a Noncompete Agreement with the Buyer? Chapter 20: Ten Major M&A Errors and How to Avoid Them Assuming the Deal Is Done after the LOI Stage Being Unprepared for Due Diligence Asking for a High Valuation with No Rationale Figuring Buyers Won’t Discover Problems in the Financials

Underestimating the Other Side’s Sophistication Failing to Understand Who Really Has the Power Withholding Material Information Blabbing about the Deal Before It Closes Calling the Seller’s Employeeswithout Permission Contacting a Seller’s Customers or Vendors without Authorization Chapter 21: Ten Possible Ways to Solve Valuation Differences Payments over Time Earn-Out Based on Revenues Earn-Out Based on Earnings Earn-Out Based on Gross Profit Valuation Based on a Future Year Partial Buyout Stock and Stock Options Consulting Contract Stay Bonus Combo Package Appendix Groups, associations, and networking organizations Virtual data rooms Periodicals Advisors Regulatory agencies Online business references Financial Buyer Indication of Interest Strategic Buyer Indication of Interest Corporate information Operations Financials Sales and marketing info and documents

Real estate and facilities Fixed assets Inventory and costing Purchasing and suppliers Intellectual property Human resources Debt and financings Environmental Taxes Contracts Insurance and risk management Litigation and contingent claims Governmental filings and reporting Cheat Sheet

Mergers & Acquisitions For Dummies® by Bill Snow Mergers & Acquisitions For Dummies® Published by Wiley Publishing, Inc. 111 River St. Hoboken, NJ 07030-5774 www.wiley.com Copyright © 2011 by Wiley Publishing, Inc., Indianapolis, Indiana Published by Wiley Publishing, Inc., Indianapolis, Indiana Published simultaneously in Canada No part of this publication may be reproduced, stored in a retrieval system or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, scanning or otherwise, except as permitted under Sections 107 or 108 of the 1976 United States Copyright Act, without either the prior written permission of the Publisher, or authorization through payment of the appropriate per-copy fee to the Copyright Clearance Center, 222 Rosewood Drive, Danvers, MA 01923, (978) 750-8400, fax (978) 646-8600. Requests to the Publisher for permission should be addressed to the Permissions Department, John Wiley & Sons, Inc., 111 River Street, Hoboken, NJ 07030, (201) 748-6011, fax (201) 748-6008, or online at http://www.wiley.com/go/permissions. Trademarks: Wiley, the Wiley Publishing logo, For Dummies, the Dummies Man logo, A Reference for the Rest of Us!, The Dummies Way, Dummies Daily, The Fun and Easy Way, Dummies.com, Making Everything Easier, and related trade dress are trademarks or registered trademarks of John Wiley & Sons, Inc. and/or its affiliates in the United

States and other countries, and may not be used without written permission. All other trademarks are the property of their respective owners. Wiley Publishing, Inc., is not associated with any product or vendor mentioned in this book. LIMIT OF LIABILITY/DISCLAIMER OF WARRANTY: THE PUBLISHER AND THE AUTHOR MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF THE CONTENTS OF THIS WORK AND SPECIFICALLY DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. NO WARRANTY MAY BE CREATED OR EXTENDED BY SALES OR PROMOTIONAL MATERIALS. THE ADVICE AND STRATEGIES CONTAINED HEREIN MAY NOT BE SUITABLE FOR EVERY SITUATION. THIS WORK IS SOLD WITH THE UNDERSTANDING THAT THE PUBLISHER IS NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING, OR OTHER PROFESSIONAL SERVICES. IF PROFESSIONAL ASSISTANCE IS REQUIRED, THE SERVICES OF A COMPETENT PROFESSIONAL PERSON SHOULD BE SOUGHT. NEITHER THE PUBLISHER NOR THE AUTHOR SHALL BE LIABLE FOR DAMAGES ARISING HEREFROM. THE FACT THAT AN ORGANIZATION OR WEBSITE IS REFERRED TO IN THIS WORK AS A CITATION AND/OR A POTENTIAL SOURCE OF FURTHER INFORMATION DOES NOT MEAN THAT THE AUTHOR OR THE PUBLISHER ENDORSES THE INFORMATION THE ORGANIZATION OR WEBSITE MAY PROVIDE OR RECOMMENDATIONS IT MAY MAKE. FURTHER, READERS SHOULD BE AWARE THAT INTERNET WEBSITES LISTED IN THIS WORK MAY HAVE CHANGED OR DISAPPEARED BETWEEN WHEN THIS WORK WAS WRITTEN AND WHEN IT IS READ. For general information on our other products and services, please contact our Customer Care Department within the U.S. at 877-762-2974, outside the U.S. at 317-5723993, or fax 317-572-4002. For technical support, please visit www.wiley.com/techsupport. Wiley also publishes its books in a variety of electronic formats. Some content that appears in print may not be available in electronic books. Library of Congress Control Number: 2011926316 ISBN: 978-0-470-38556-2 Manufactured in the United States of America 10 9 8 7 6 5 4 3 2 1

About the Author Bill Snow is an experienced M&A professional. He advises business owners in the sale of their companies or the acquisition of other companies. He’s the one who contacts the buyers and sellers, negotiates and structures deals, oversees the due diligence, works with the attorneys to draft the purchase agreement, and ultimately gets the deal across the finish line. Companies that Bill has advised include (but aren’t limited to) businesses in marketing services, food processing equipment, drink dispensing equipment, guarding, cleaning, staffing, distribution, data marketing, wastewater services, telecommunications, and systems integrators. Bill has written articles for numerous online sources and self-published a book about venture capital called Venture Capital 101. He has been involved with World Business Chicago, the Chicagoland Chamber of Commerce, the Chicagoland Entrepreneurial Center, the Technology Executive’s Club, the Midwest Entrepreneur’s Forum, and DePaul University’s PEN Symposium. He also hosts occasional networking events. He has an MBA and a BS in finance, both from DePaul University, and he’s a registered limited representative (FINRA series 63 and 79). You can find out more about Bill at his Web site, www.billsnow.com.

Dedication To business owners and executives who are thinking about buying or selling a company.

Author’s Acknowledgments The genesis of this book goes back to my humble little attempt at some creative writing. Little did the subjects of those silly newsletters know that I had ulterior motives for documenting (and, uh, embellishing) those crazy years in our 20s. Sure, our little newsletter contained some funny bits, but truth to tell, I was writing it to hone my technical writing skills and to foster my creative abilities. Seriously. And you thought it was all about you!

So a big thank you to a cast of characters that include Ebbitt and that fine woman Clare, Little Lisa, Big Steve, Stevie V, Johnny V, Mariola, Jason S, Jason T, Joe, Carrie, Rogie, Rainbow, Jen, Tony, the Dold Boys and everyone at the Dold Family Compound, the brood of ungrateful Kemps (Tim, Kelly, Kerry, Karla, and Loren), and the unknowing and unwitting, creative-juice-generating granddaddy of ’em all . . . our Romanian pal Mark. I am grateful for your youthful antics, and more important, I am grateful for your continued friendship. Well, those of you who still speak to me. A huge thanks to my mother and father, Carol and Bill Snow. I will never be able to repay you both for all that you have done for me over the years. When I find a T-shirt that reads, “We gave our kids everything and all we got was a lousy mention in a book,” I’ll send one to each of you. And to my sister, Laura, the first in the family to get a PhD. You made it so much easier for me to pursue this book venture: Now I can be the first in the family with a published book. You also said I was a perfect choice to write a For Dummies boo...