Mergers & Acquisitions
Corporate
Finance
Mergers &
Acquisitions
International
Finance
Small
Business
Finance
Analysis,
Models, & Due
Diligence
Personal
Finance
Strategic transactions create the most dramatic results - good
or bad. Because of the risks with little room for error, much of
what we answer draws from our own successful and direct
experience in M&A - not rocket science or theory.
Top three categories
Due Diligence
- Cash balance & activity
- Receivables quality
- Working capital risks
- Inventory optimization
- Seasonality v. cyclicality
- Synergy measurement:
Operational
Administrative
Market share based
Strategic
- Ownership & control
- Transaction triggers
Asset use, operations
Revenues, COGS
Debt, equity
- Asset quality
- Operations mgt issues
- Transition cost/benefit
- Transaction costs (intang.)
- Failed transaction risks
- Comprehensive financial
operational analysis
Valuation
- Pre-transaction
- Sum-of-parts analysis
- Break-up analysis
- Liquidation scenarios
- Net synergy sensitivities
- Post transaction scenarios
- Securities analysis
- Control premium
- Transaction premium
- Operations v. tang. assets
- Tangible v. intangible
- Market/replacement value
- Accounting for business
combinations (IFRS3):
Goodwill  impair. (S142)
LT asset impair. (S144)
Financial instrum. (S107)
Stock comp. (S123r)
Derivatives (S133)
Hedging activity (S133)
Asset impair. (IAS36)
Intangibles (IAS 38)
Execution
- Limited/open auction
- Pre-emptive offers
- Defense tactics
- Hostile acquisition
- Mgt buyout (MBO)
- Buy-in mgt buyout (BIMBO)
- Leveraged buyout (LBO)
- Carve/spin/split offs
- Open tender
- Asset swaps; joint ventures
- Break-up clauses
- Non-compete agreements
- Restricted tails
- Structure & consideration
Clawbacks
Earnbacks
Earnouts
Unregistered securities
Put / call options
Rights of first refusal
- 338 (h)10 election
- ESOP
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