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Bill Snow - Mergers and Acquisitions For Dummies

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Bill Snow Mergers and Acquisitions For Dummies
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The easy way to make smart business transactions Are you a business owner or executive thinking about selling a division, a subsidiary, or the entire company? Or are you thinking about how you may be able to grow your business by merging with or acquiring other companies? Or are you a student thinking about making a career in a mergers and acquisitions (M&A) related industry?In other words, if you are looking for a plain-language, no-nonsense guide about how mergers and acquisitions can affect your company and career, youve found your book!Mergers & Acquisitions For Dummies is your insiders handbook about the practice of buying and selling companies. It explains the entire M&A process step by step, introduces you to industry specific terms and acronyms, details the documents used when buying or selling a company, discusses valuation techniques, reveals insights about how to finance deals, provides real world examples of how to structure transactions and bridge valuation gaps between Buyer and Seller, and gives you the basic tools you will need to successfully close M&A transactions.Plus, youll get expert advice on identifying and contacting potential M&A targets, performing due diligence, drafting the purchase agreement, and integrating new employees after the deal closes.Going beyond the case studies of other books, Mergers & Acquisitions For Dummies is your one-stop reference guide for successfully buying or selling companies.

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To access the cheat sheet specifically for this book go to - photo 1

To access the cheat sheet specifically for this book, go to www.dummies.com/cheatsheet/mergersandacquisitions.

Find out HOW at Dummiescom Mergers Acquisitions For Dummies by Bill - photo 2

Find out "HOW" at Dummies.com

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Mergers & Acquisitions For Dummies

by Bill Snow

Mergers Acquisitions For Dummies Published by Wiley Publishing Inc 111 - photo 4

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.

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Library of Congress Control Number: 2011926316

ISBN: 978-0-470-38556-2

Manufactured in the United States of America

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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. Hes 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 arent 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 Executives Club, the Midwest Entrepreneurs Forum, and DePaul Universitys PEN Symposium. He also hosts occasional networking events.

He has an MBA and a BS in finance, both from DePaul University, and hes 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.

Authors 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, Ill 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 book, cause theyre snarky. Though Ill have you know, Ms. PhD smarty-pants, that For Dummies books are actually irreverent.

Id like to thank Bob Kinsella, Bob Stutz, Louis Krzys, and Chuck Weikel from Kinsella Group, Inc., for their extremely valuable input about deal-making. I also owe a debt of gratitude to Justin Kaplan of BNY-Melon; Mark Powers of Mark Powers, PC; Keith Berk of Horwood Marcus & Berk; and Brian Krob of Ungaretti & Harris for their insights about M&A transactions.

I am greatly appreciative to Wiley Publishing for backing me in this attempt at being a wise old sage for others. I am thankful that my little treatise on venture capital somehow found its way to Michael Lewiss desk at Wiley in New Jersey. Thank you for getting the green light, and thank you, Internet; without you I never would have gotten the chance to write this book. And to my project editor, Alissa Schwipps, thank you for your sage advice and assistance. I was listening!

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