Merger & Acquisition Valuation and Structuring 2nd Edition by Alan D. Gasiorek
Requirements: ePUB Reader, 13.9 MB
Overview: 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.
Achieve a complete understanding of the following sample concepts:
Genre: Business & Money > Management
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
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