Synopses & Reviews
Take the stress out of the distressed M&A process! These days, opportunities in distressed mergers and acquisitions aboundand the trend will continue into the foreseeable future. If youre in the business of M&A, this book is what you need to make confident decisions that will pay off handsomely in the end.
Distressed mergers and acquisitionsencompassing a wide array of transactions related to bankruptcies, restructurings, recapitalizations, and liquidationsinvolve seemingly innumerable issues typically not present in more traditional M&A of going concerns. The Art of Distressed M&A answers every question and addresses every challenge of the process. Whether its describing the unique fiduciary duties a board of directors faces when contemplating a distressed sale, or the valuation of a business in financial distress, or the legal framework a bankruptcy court will apply toward valuation during a Chapter 11 proceeding, this book will help you make the right decisions the first time around.
TABLE OF CONTENTS
Section I: Getting Started in Distressed M&A
Chapter 1. Key Definitions and Concepts
Chapter 2. Understanding the Unique Intricacies of the Bankruptcy Process
Section II: The Art of Valuing a Distressed Business
Chapter 3. Valuing a Distressed Business: Need-to-Know Business Considerations
Chapter 4. Valuing a Distressed Business: Navigating the Legal Construct
Section III: A Closer Look at Financing Distressed M&A
Chapter 5. The ABCs of Pre-Petition Cash Management vs. Acquisition Financing
Chapter 6. Dynamics of Debt-Based Financing
Chapter 7. Dynamics of Equity-Based Financing
Chapter 8. Dynamics of "Hybrid" Financing
Chapter 9. Strategies for Managing Multiple Financing Sources
Section IV: Key Tax and Accounting Considerations
Chapter 10. Mitigating Tax Risk in Distressed M&A
Chapter 11. "Fresh Start" and Other Bankruptcy-Centric Accounting Rules (Includes new Global Standards)
Section V: The Due Diligence Inquiry
Chapter 12. Conducting Due Diligence: An Overview
Chapter 13. The Operations and Management Review
Chapter 14. The Legal Compliance Review: Antitrust, Intellectual Property, and Successor-Liability Considerations
Section VI: Documenting the Deal
Synopsis
Covering the gamut of mergers and acquisitions topics, this essential resource answers every question M&A professionals have about purchasing companies in bankruptcy and addresses every challenge of the process.
Synopsis
Pessimists see distressed M&A . . .
Optimists see distressed M&A
Opportunities abound in bankruptcy beauties--both in good times and bad. Distressed mergers and acquisitions used to be the domain of a handful of specialists, who generated handsome profits by unlocking value in troubled companies. Now, you can learn the secrets for participating in these deals with knowledge and confidence. The Art of Distressed M&A provides the critical information needed to manage the unique complexities of buying, selling, and financing troubled companies.
The Art of Distressed M&A arms you with creative solutions to seemingly impossible problems and helps you to avoid common pitfalls. This comprehensive guide enables you to: Understand the roles, rights, and responsibilities of debtors, secured creditors, unsecured creditors, advisors, trustees, and bankruptcy courts Navigate through complicated valuation, financing, legal, accounting, and tax issues Communicate effectively and make informed proposals in multiparty negotiations Create the optimal deal structure--from prepackaged plans of reorganization to 363 sales to loan-to-own transactions
The Art of Distressed M&A also highlights practical examples using recent bankruptcy cases following the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 and is the first publication of its kind since The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
About the Author
Author Profiles H. Peter Nesvold, Esq., CFA, CPA, is a senior vice president at Lazard Asset Management. His diverse background in law, finance, and accounting offers unique perspective and depth of expertise into the structure and financial reporting of highly complex corporate transactions. An active author on financial topics, he coauthored The Art of M&A and The Art of M&A Structuring. He was graduated from the University of Pennsylvania and Fordham University School of Law.
Jeffrey Anapolsky, Esq., M.B.A., is a vice president in the special situations group of American Capital. He has over 10 years of achieving successful results in advising, operating, and investing in special situations involving bankruptcies and out-of-court workoutsincluding experience as a financial restructuring advisor, attorney, and private equity investor. He was graduated from The Wharton School of the University of Pennsylvania, Harvard Law School, and Harvard Business School.
Alexandra Reed Lajoux, M.B.A., Ph.D., is chief knowledge officer of the National Association of Corporate Directors. She is author of The Art of M&A Integration, and coauthor of The Art of M&A, The Art of M&A Due Diligence, The Art of M&A Structuring, and The Art of M&A Financing and Refinancing. She was graduated from Bennington College, Princeton University, and the Sellinger School of Business at Loyola College in Maryland.