Details

Valuation for M&A

Building and Measuring Private Company Value
Wiley Finance 3. Aufl.

von: Chris M. Mellen, Frank C. Evans
CHF 71.00
Verlag:	Wiley
Format:	EPUB
Veröffentl.:	16.04.2018
ISBN/EAN:	9781119437383
Sprache:	englisch
Anzahl Seiten:	496

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Beschreibungen

Titelbeschreibung

Determine a company's value, what drives it, and how to enhance value during a M&A Valuation for M&A lays out the steps for measuring and managing value creation in non-publicly traded entities, and helps investors, executives, and their advisors determine the optimum strategy to enhance both market value and strategic value and maximize return on investment. As a starting point in planning for a transaction, it is helpful to compute fair market value, which represents a “floor” value for the seller since it by definition represents a value agreed upon by any hypothetical willing and able buyer and seller. But for M&A, it is more important to compute investment value, which is the value of the target company to a strategic buyer (and which can vary with each prospective buyer). <ul> <li>Prepare for the sale and acquisition of a firm</li> <li>Identify, quantify, and qualify the synergies that increase value to strategic buyers</li> <li>Get access to new chapters on fairness opinions and professional service firms</li> <li>Find a discussion of Roger Grabowski's writings on cost of capital, cross-border M&A, private cost of capital, intangible capital, and asset vs. stock transactions</li> </ul> Inside, all the necessary tools you need to build and measure private company value is just a page away!

Inhaltsverzeichnis

Preface xi Dedication and Acknowledgments xv PART I Introduction 1 Chapter 1 Winning through Mergers and Acquisitions 3 Critical Values Shareholders Overlook 5 Stand-Alone Fair Market Value 6 Investment Value to Strategic Buyers 8 Win–Win Benefits of Merger and Acquisition 10 Computation of Cavendish’s Stand-Alone, Fair Market Value 11 Investment Value to Strategic Buyer 12 PART II Building Value 15 Chapter 2 Building Value and Measuring Return on Investment in a Private Company 17 Public Company Value Creation Model 17 Computing Private Company Value Creation and ROI 19 Analyzing Value Creation Strategies 35 Chapter 3 Market and Competitive Analysis 41 Linking Strategic Planning to Building Value 43 Assessing Specific Company Risk 48 Competitive Factors Frequently Encountered in Nonpublic Entities 53 Financial Analysis 54 Conclusion 59 Chapter 4 Merger and Acquisition Market and Planning Process 61 Common Seller and Buyer Motivations 64 Why Mergers and Acquisitions Fail 65 Sales Strategy and Process 67 Acquisition Strategy and Process 78 Due Diligence Preparation 86 Chapter 5 Measuring Synergies 91 Synergy Measurement Process 92 Key Variables in Assessing Synergies 95 Synergy and Advance Planning 96 PART III Measuring Value 99 Chapter 6 Valuation Approaches and Fundamentals 101 Business Valuation Approaches 101 Using the Invested Capital Model to Define the Investment Being Appraised 103 Why Net Cash Flow Measures Value Most Accurately 104 Frequent Need to Negotiate from Earnings Measures 106 Financial Statement Adjustments 109 Managing Investment Risk in Merger and Acquisition 112 Conclusion 117 Chapter 7 Income Approach: Using Expected Future Returns to Establish Value 119 Why Values for Merger and Acquisition Should Be Driven by the Income Approach 119 Two Methods within the Income Approach 121 Three-Stage DCF Model 128 Establishing Defendable Long-Term Growth Rates and Terminal Values 131 DCF Challenges and Applications 133 Chapter 8 Cost of Capital Essentials 135 Cost of Debt Capital 136 Cost of Preferred Stock 138 Cost of Common Stock 138 Fundamentals and Limitations of the Capital Asset Pricing Model 139 Modified Capital Asset Pricing Model 142 Build-Up Model 143 Summary of Rate of Return Data 151 Private Cost of Capital 153 International Cost of Capital 156 How to Develop an Equity Cost for a Target Company 157 Reconciling Discount Rates and P/E Multiples 159 Conclusion 161 Appendix 8A Using Specific Company Risk Strategically 162 Chapter 9 Weighted Average Cost of Capital 169 Iterative Weighted Average Cost of Capital Process 170 Shortcut Weighted Average Cost of Capital Formula 174 Common Errors in Computing Cost of Capital 176 Chapter 10 Market Approach: Using Guideline Public Companies and M&A Transactions 181 Transaction Multiple Method 182 Guideline Public Company Method 186 Selection of Valuation Multiples 190 Commonly Used Market Multiples 191 Chapter 11 Asset Approach 199 Book Value versus Market Value 200 Premises of Value 201 Use of the Asset Approach to Value Noncontrolling Interests 201 Adjusted Book Value Method 202 Specific Steps in Computing Adjusted Book Value 207 Chapter 12 Adjusting Value through Premiums and Discounts 209 Applicability of Premiums and Discounts 210 Application and Derivation of Premiums and Discounts 211 Apply Discretion in the Size of the Adjustment 213 Control versus Lack of Control in Income-Driven Methods 215 Fair Market Value versus Investment Value 215 Chapter 13 Reconciling Initial Value Estimates and Determining Value Conclusion 217 Essential Need for Broad Perspective 217 Income Approach Review 220 Market Approach Review 225 Asset Approach Review 226 Value Reconciliation and Conclusion 228 Checks to Value 231 Candidly Assess Valuation Capabilities 232 Valuation Scenarios – Platform for M&A 232 Appendix 13A Disciplined and Thorough Valuation Analysis Key to Avoiding Failed M&A Deals 235 Analysis of a Hypothetical Synergistic Deal 235 Establishing the Value of an Acquisition Target 236 Establishing Value for the Acquirer 238 Considerations of Other Impacts on Value 239 PART IV Specialty Issues 241 Chapter 14 Exit Planning 243 Why Is Exit Planning So Difficult? 244 What Makes Planning for Your Private Company Investment Unique? 247 Why Should Exit Planning for Your Private Company Begin Now? 249 Exit Planning Process 250 Step 1: Setting Exit Goals 252 Step 2: Owner Readiness 254 Step 3: Type of Exiting Owner 256 Step 4: Exit Options 258 Step 5: Range of Values 263 Step 6: Execution of Exit Plan 265 Chapter 15 Art of the Deal 269 Unique Negotiation Challenges 269 Deal Structure: Stock versus Assets 271 Asset Transaction 276 Terms of Sale: Cash versus Stock 279 Personal Goodwill 282 Bridging the Gap 283 See the Deal from the Other Side 286 Chapter 16 Fairness Opinions 289 Why Are Fairness Opinions Obtained? 291 The Use of Fairness Opinions by Private Companies 294 Parties Who Prepare Fairness Opinions 295 Components of a Fairness Opinion 297 What Fairness Opinions Are Not 301 Conclusion 302 Appendix 16A Sample Fairness Opinion Letter 303 Chapter 17 M&A and Financial Reporting 309 U.S. GAAP and IFRS 310 Relevant FASB and IFRS Statements 311 Reviews by the Audit Firm 312 ASC 820: Fair Value Measurements 313 ASC 805: Business Combinations 315 ASC 350: Goodwill and Other Intangible Assets 325 Incorporating ASC 805 into the Due Diligence Process 326 References 329 Chapter 18 Intangible Asset Valuation 331 Approaches to Valuing Intangible Assets 332 Key Components to Intangible Asset Valuation 334 Intangible Asset Valuation Methods 343 Conclusion 352 Chapter 19 Measuring and Managing Value in High-Tech Start-Ups 353 Why Appraisals of High-Tech Start-Ups Are Essential 353 Key Differences in High-Tech Start-Ups 355 Value Management Begins with Competitive Analysis 356 Stages of Development 358 Risk and Discount Rates 360 Start-Ups and Traditional Valuation Methods 361 QED Survey of Valuation Methods Used by Venture Capitalists 367 A Probability-Weighted Scenario Method to Value Start-Ups 372 Equity Allocation Methods 377 Conclusion 380 Chapter 20 Cross-Border M&A 381 Strategic Buy-Side Considerations 381 Due Diligence 390 Sell-Side Considerations 395 PART V Case Studies 397 Chapter 21 Merger and Acquisition Valuation Case Study – Distribution Company 399 History and Competitive Conditions 400 Potential Buyers 401 General Economic Conditions 402 Specific Industry Conditions 403 Growth 404 Computation of the Stand-Alone Fair Market Value 404 Risk and Value Drivers 409 Summary and Conclusion of Stand-Alone Fair Market Value 418 Computation of Investment Value 420 Suggested Considerations to Case Conclusion 427 Chapter 22 Merger and Acquisition Valuation Case Study –Professional Services Firm 429 Characteristics 429 Valuation Methods 433 Case Study Introduction 435 Potential Buyer 435 Historic Financial Performance 436 Future Expectations 439 Risk and Value Drivers 443 Discounted Cash Flow Method 445 Other Valuation Methods to Consider 445 Suggested Considerations to Case Conclusion 451 About the Authors 453 Glossary 455 Index 465

Autorenportrait

CHRIS M. MELLEN is a managing director with Valuation Research Corporation who leads its Boston office. Previously, he was president of Delphi Valuation Advisors, Inc., which he founded in 2000 and sold to VRC in 2015. Mellen is the author of numerous articles on valuation-related topics and coauthor of the second edition and author of the third edition of Valuation for M&A. FRANK C. EVANS is the founder of Evans and Associates Valuation Advisory Services. A prolific educator and speaker, he is coauthor of the first and second editions of Valuation for M&A.

Back cover copy

A business must measure its value potential in order to grow and succeed. Companies that trade on a stock exchange can easily see their market value day to day, but private companies are far more challenged in gauging their value, which further complicates the tricky negotiations involved in mergers and acquisitions (M&A). Valuation for M&A remains the only authoritative guide on the market for executives and investors who want to know both the fair market value and investment value of a closely-held business. This revised and expanded Third Edition presents a fully up-to-date road map to measuring value in businesses being considered for sale and purchase, as well as growing value in a company’s daily operations. New coverage brings you up to speed on all the changes in the marketplace, including how to accurately value knowledge-based assets and how to value businesses with a global perspective. This dependable resource now features a streamlined, quick-reference format to seamlessly answer your everyday questions on:<ul><li>Negotiating toward a win-win outcome in any M&A transaction—as a buyer and a seller </li><li>Building company value leading up to an M&A transaction by conducting both quantitative and qualitative assessments </li><li>Mastering a valuation skillset specific to M&A, including exit planning, deal structuring, fairness opinions, and financial reporting</li></ul>This new edition also offers fresh discussions on cost of capital, including the Duff & Phelps Risk Premium Report Size Study and the Private Cost of Capital. Finally, there are new contributions by Ken Sanginario on “Using Specific Company Risk Strategically” and Justin Johnson on “Disciplined and Thorough Valuation Analysis are Key to Avoiding Failed M&A Deals.”Know for certain whether selling or buying a company is the right strategic move with Valuation for M&A, Third Edition.