1 The Acquisition Process 2 Key Participants 3 Valuing an Acquisition Target 4 The Term Sheet 5 Due Diligence 6 The Purchase Agreement 7 The Acquisition Integration Process 8 Accounting for Acquisitions 9 Types of Acquisitions 10 Government Regulation
Appendix A: Due Diligence Checklist
ertification n 1 The Acquisition Process (12- 51 Page) Why We Acquire
Why a Target Sells
Acquisition Strategy The Basic Acquisition Process Flow The Auction Process Flow Locating and Culling Acquisition Targets The Optimal Target Size Evaluate Acquisition Targets with Acquisition Risks for the Buyer— Alliances Acquisition Risks for the Buyer— Valuation Legal Acquisition Risks for the Seller Acquisition Follow-Up Activities The Hostile Takeover Defending Against a Hostile Takeover Summary 1.Business model 2. Cyclicality reduction 3. Defensive 4. Executive compensation 5. IP 6. Internal development alternative 7. Lo expertise 8. Market growth 9. Production capacity 10. Products 11. Regulatory environment 12. Sales channels 13. Vertical inte 2 Key Participants The Acquisition Team Attorneys Board of Directors Brokers The Chief Executive Officer Investment Bankers Investor and Public Relations Lenders Line Managers Specialist Consultants Players in Hostile Takeovers Integration Team Summary 53-66 3 Valuing an Acquisition Target Alternative Valuation Methods The Control Premium Synergy Gains The Discounted Cash Flow (DCF) Model Constructing Cash Flow Scenarios Cash Flow Adjusting Factors The Earnout Qualitative Factors Which Valuation Method is Best? The Method of Payment Summary 68-93 4 The Term Sheet Reasons for Using a Term Sheet 94 - 103 Components of a Term Sheet Summary 5 Due Diligence Due Diligence Team Staffing Due Diligence Interviews Due Diligence—Overview Due Diligence—Market Overview Due Diligence—Culture Due Diligence—Personnel Due Diligence—Intellectual Property Due Diligence—Brands Due Diligence—Risk Management Due Diligence—Capacity Due Diligence—Assets Due Diligence—Liabilities Due Diligence—Equity Due Diligence—Profitability Due Diligence—Cash Flow Due Diligence—Customers Due Diligence—Product Development Due Diligence—Production Process Due Diligence—Information Technology Due Diligence—Legal Issues Due Diligence for a Business Segment Due Diligence—Forecasts Due Diligence—Missing Information Complexity Analysis Due Diligence—Red Flags Due Diligence—Seller’s Perspective Due Diligence—Documentation Summary 6 The Purchase Agreement Components of a Purchase Agreement The Merger Section The Letter of Transmittal Section The Representations and Warranties Section— Seller The Representations and Warranties Section— Buyer The Survival of Representations and Warranties Section The Conduct of Business Section The Additional Agreements Section The Closing Section The Termination Prior to Closing Section The Supporting Documents Section Exhibits The Seller Disclosure Schedule The Closing Memorandum Special Clauses Post-Closing Activities Negotiating the Purchase Agreement Mechanics of the Close Summary eement 7 The Acquisition Integration Process Integration Timing Integration Planning Synergy Realization The Integration Manager The Integration Team Integration Communications—Internal Integration Communications—External Anger Management Progress Reporting—External Cultural Employee Issues Integration—Qualification Assessment Employee Integration—Job Positioning Employee Integration—Relocations Employee Integration—Key Employees Employee Integration—Founders Employee Integration—Unions Layoffs Compensation Integration Sales Integration Process Integration Technology Integration Controls Integration Board Integration Integration Metrics Integration Pacing Summary ess 8 Accounting for Acquisitions Purchase Price Allocation Fair Value Determination Intangibles Identification Duplicative Assets and Assets Targeted for Disposition Example of the Accounting for an Acquisition (with Goodwill) Example of the Accounting for an Acquisition (with no Goodwill) Initial Goodwill Impairment Testing Ongoing Goodwill Impairment Testing Example of Goodwill Impairment Testing Timing of Annual Goodwill Impairment Testing Push-Down Accounting Summary ns 9 Types of Acquisitions The Tax Implications of a Acquisition The Asset Acquisition The Type ‘‘A’’ Reorganization The Type ‘‘B’’ Reorganization The Type ‘‘C’’ Reorganization The Type ‘‘D’’ Reorganization The Triangular Merger The Reverse Triangular Merger The All-Cash Acquisition Appraisal Rights Summary 10 Government Regulation Anti-Trust Regulations International Anti-Trust Regulations Environmental Regulations Summary